Cities Index.
Att #1 - MD Helicopter Agreement

City Council/Public Financing Authority
August 1, 2023

Document
Att #1 - MD Helicopter Agreement
Meeting
August 1, 2023
Body
City Council/Public Financing Authority
Pages
2
Original file
20.3 MB
Text extracted from the city's file for reading and search. Open the original on huntingtonbeach.legistar1.com. That file is the official record.

Execution Version
US-DOCS\133302709.6
Supplemental Agreement to Purchase Order
This Supplemental Agreement Agreement as of
, 2022, among MDHI offices located at 4555 E.

McDowell Road, Mesa, AZ 85215, MD Helicopters, LLC (f/k/a MDH Holdco, LLC) (the Purchaser and the City of Huntington Beach, California Huntington Beach and, together with MDHI and the Purchaser, Party Parties ).

WHEREAS, Huntington Beach agreed to purchase three (3) MD-530F helicopters (each Helicopter Helicopters from MDHI pursuant to that certain purchase Purchase Order Exhibit A, which incorporates
the pricing, specifications, terms and conditions stated in the Response to Request for Proposal for Police Helicopters, Invitation Number 2021- RFP 2021-0504 attached hereto as Exhibit B;
WHEREAS, solely in an effort to assist a valued customer (Huntington Beach) to sell or trade-in several used helicopters that it indicated it no longer needed in light of, among other things, its anticipated purchase of the Helicopters pursuant to the Purchase Order, MDHI facilitated (but was not party to) a transaction between Huntington Beach and MD Helicopters Australia MDHA MDHI represents is not affiliated in any way with MDHI, pursuant to which MDHA agreed to purchase two (2) used Used Helicopters 1 and additional aircraft 2 MDHA
Transaction
WHEREAS, in connection with a completely unrelated transaction between MDHI and MDHA, MDHI had received from MDHA the sum of $200,000.00, of which $40,000.00 (the Forfeited Deposit Amoun . MDHI
facilitated the sale/trade-in of one of the two Used Helicopters and Huntington Beach received the sums of $480,000 from MDHI (MDHI in turn received the $480,000 from MDHA on or about April 29, 2022) and $160,000 from MDHA on or about June 1-2, 2022, for a total of $640,000. In exchange, Huntington Beach shipped one of the two Used Helicopters to MDHA on or about June 2, 2022.

WHEREAS, on March 30, 2022 Petition Date , MDHI and its debtor affiliate Debtors filed voluntary petitions for relief under Chapter 11 of Title 11 of the 1 Although MDHA had originally agreed to purchase a total of three used helicopters from Damaged Helicopter was
consummated and, thus, such third helicopter will no longer be sold to MDHA as part of MDHA Transaction. One of the two remaining Used Helicopters was sold by Huntington Beach to MDHA on or about June 1-2, 2022.
2 The Additional Parts consist of both new and used aircraft parts specific to the model of helicopters used by Huntington Beach. The parts include all surplus MD520 NOTAR specific C20R/2 engine (CAE# 295892). The Additional Parts will be inventoried and available at the time of the last helicopter sale and have an estimated value of $400,000. 2 US-DOCS\133302709.6
United States Code, 11 U.S.C. §§ 101- Bankruptcy Code
Court
administered under Case No. 22-10263 (KBO) Chapter 11 Cases ; WHEREAS, the Helicopters are currently in production and the estimated delivery dates of the Helicopters to Huntington Beach are: (1) October 15, 2022 for the first helicopter; (2) December 2022 for the second helicopter; and (3) January 2023 for the third helicopter. The dates are estimates and are dependent on factors including but not limited to the timing of obtaining FAA certification for the Crash Resistant Fuel System and the timing of Huntington Beach providing any additional customer furnished equipment that Huntington Beach intends to provide to MDHI for installation on the Helicopters prior to delivery (as of the date of this Agreement, Huntington Beach has provided MDHI with most of the customer furnished equipment for the first helicopter, with the remaining customer furnished equipment (consisting of a camera and a search light) expected to be provided by September 2, 2022);
WHEREAS, on June 17, 2022, the Court entered an order [Docket No. 377] approving the to the Purchaser pursuant to Section 363
363 Sale
WHEREAS, on August 15, 2022, the 363 Sale closed and the Assets were transferred to the Purchaser; and
WHEREAS, in light of the closing of the 363 Sale, the Parties wish to clarify and supplement the terms of the Purchase Order as set forth herein.

NOW, THEREFORE , in consideration of the mutual covenants contained herein and other good and sufficient consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. Subject to Paragraph 2, below, the purchase price for each Helicopter as stated in the Purchase Order remains unchanged
and, for the avoidance of doubt,
such stated purchase price shall remain the purchase price for each Helicopter, regardless of the amount of proceeds, if any, that Huntington Beach receives from MDHA (or other third party) in connection with any sale by Huntington Beach of the Used Helicopters and/or the Damaged Helicopter and/or the Additional Parts to MDHA (or other third party). Nothing contained in the Purchase Order or this Agreement shall require Huntington Beach to sell or trade-in the Used Helicopters or the Additional Parts to MDHI, MHDA or any third party, and the timing of any sale or trade-in of Used Helicopters and/or Additional Parts by Huntington Beach is at Huntington

2. Notwithstanding the express obligations contained in Paragraph 1 (which remain unaltered in any respect), if (a) the MDHA Transaction is completed prior to the date upon which Huntington Beach is obligated under the terms of the Purchase Order to remit payment to MDHI for the first of the three Helicopters and (b) Huntington Beach provides MDHI with a written (via email) acknowledgment that it has received all amounts due and owing to it from MDHA in connection with the sale of the Used Helicopters and/or the Additional Parts, MDHI will, at 3 US-DOCS\133302709.6
Huntingto written election (via email), either (x) reduce the purchase price of the first Helicopter by the Forfeited Deposit Amount
against such purchase price) or (y) upon receipt of payment from Huntington Beach for the first Helicopter in the full amount set forth in the Purchase Order, promptly remit funds to Huntington Beach equal to the Forfeited Deposit Amount. For the avoidance of doubt, the Forfeited Deposit Amount shall remain fixed (at $40,000) regardless of the amount of proceeds, if any, that Huntington Beach receives (or does not receive) from MDHA (or other third party) in connection with any sale of the Used Helicopters and/or the Damaged Helicopter and/or the Additional Parts.

3. MDHI represents that the transactions contemplated by the Purchase Order and this Agreement, and amounts paid or to be paid by MDHI to Huntington Beach as part of MDHI facilitating the sale or trade-in of the Used Helicopters and/or the Additional Parts, were approved by MDHI
that those aspects of the transactions contemplated by the Purchase Order and this Agreement that have either occurred since the Petition Date and/or remain unfulfilled as of the date of this Agreement, are ordinary course transactions (as that term is used in Section 363 of the Bankruptcy Code) and, thus, pursuant to Section 363(c) of the Bankruptcy Code, were and are authorized to be undertaken without obtaining relief or approval from the Bankruptcy Court.

4. The Parties agree that all payments and monetary and asset transfers made in connection with the Purchase Order and this Agreement, and amounts paid or to be paid as part of MDHI facilitating the sale or trade-in to MDHA of Used Helicopters and/or the Additional Parts, are for reasonably equivalent value and are not subject to avoidance or recovery under any federal or state statutes or on the basis of any legal or equitable theory.

5. Within five (5) business days of the date first above written, Huntington Beach will file a notice of withdrawal or such other pleading necessary to indicate its withdrawal of its proof of claim (claim number 89), filed on July 11, 2022, asserting an administrative claim in the amount of $780,000.00 against MDHI in the Chapter 11 Cases.

6. The equipment listed on Exhibit C hereto
Equipment ) is property that
Huntington Beach provided to MDHI for installation in the Helicopters. Huntington Beach will provide any additional customer furnished equipment to MDHI for installation on the Helicopters promptly after such equipment is ordered and received by Huntington Beach, and, following shipment of such equipment to MDHI, Exhibit C shall be amended to include such additional equipment. To the extent that Huntington Beach does not purchase one or more of the Helicopters or there is a breach under the Purchase Order or this Agreement, any uninstalled Equipment on any undelivered Helicopters will be promptly returned by MDHI to Huntington Beach.

7. In the event that the Purchase Order and this Agreement are assumed by the Debtors and assigned to the Purchaser under Section 365 of the Bankruptcy Code, the Purchaser will be responsible, upon such assumption and assignment, for all obligations existing under the Purchase Order and this Agreement, including but not limited to all insurance and indemnification obligations. Nothing in this provision or Agreement shall limit or modify the rights of Huntington Beach to seek recovery through applicable insurance policies of MDHI and/or the Debtors related to the Helicopters, the Purchase Order or this Agreement. 4 US-DOCS\133302709.6

8. This Agreement, together with the Purchase Order, sets forth the entire understanding of the Parties regarding the subject matter hereof and supersedes all prior oral or written agreements between them. The Purchase Order and this Agreement may not be changed, modified, amended, or supplemented, except in a writing signed by both Parties. To the extent any terms of the Purchase Order are not expressly modified by this Agreement, including but not

STANDARD TERMS
such terms shall remain in full force and effect.

9. This Agreement shall be deemed to have been drafted jointly by the Parties, and any uncertainty or omission will not be construed as an attribution of drafting by either Party.

10. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same agreement. [Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agree / en/ as of the date first stated above. �
MACO HELICOPTERS, INC. (f/k/a OF HbN:rINGTO
MD HE I OPTERS, INC.) � ,,
By: __ --="'=-+Jl"-.__�----#�==-1'----­
Name:

Title:

MD HELICOPTERS, LLC
By: ___________ _
Name:

Title:

APPROVED AS TO FORM
[Signature Page to Supplemental Agreement to Purchase Order] MDu�Q�J'ERS, LLC
By: tJr�tl Pt-�Ulv
Brad Pedersen
Chief Executive Officer and
President
US-DOCS\133302709.6
Exhibit A
Purchase Order
�
�
Date: 06/18/2021
B ranch/Plant: 32140106
Supplier:

MD HELICOPTERS INC
4555 E MCDOWELL RD
MESA AZ 85215-9734
Order Date:
06/18/021
Delivery Date:
06/18/2021

PURCHASE ORDER
City of Huntington Beach
(714) 374-1569 / (714) 960-8878
Billing Inquiries: (714) 374-1568
Please send invoices Attn: Account Payable
P.O. Box 784
Huntington Beach, CA 92648
Ship To
Page: 1
This number must
appearon
Packages and Invoices
27204-OP

CITY OF HB - POLICE DEPT
2000 MAIN ST
HUNTINGTON BEACH CA 92648-2702
Buyer: Freight: Terms:

TURQUOISE SCOTT Net 30 (Override}
Pricing, Specifications, Terms and Conditions all in accordance with RFP 2021-0504.

LINE

NUMBER DESCRIPTION/SUPPUER ITEM

1.000

2.000

3.000
MD 530F-Helicopter 1
Total Includes
Section A: New Helicopter - $3,254,515.00
Section 8: Estimated Sale/Trade-in Value - ($585,000.00) Estimated Brokerage Fee - $17,550.00
1% Discount- ($24,227.33)
Estimated Tax - $252,224.99
MD 530F-Helicopter 2
Total Includes
Section A: New Helicopter - $3,254,515.00
Section B: Estimated Sale/Tr ade-in Value - ($685,000.00) Estimated Brokerage Fee • $20 ,550.00
1 % Discount - ($24,227.33)
Estimated Tax - $252,224.99
MD 530F-Helicopter 3
Total Includes
Section A: New Helico pter - $3,254,515.00
Section B: Estimated Sale/Trade-in Value - ($1,235,000.00) Estimated Brokerage Fee - $25,050.00
1 % Discount - ($24,227.33)
Estimated Tax - $252,224.99

TERMS AND CONDITIONS ON REVERSE

FORM A PART OF THIS ORDER

QTY UOM

ORDERED
EA
EA
EA

UNIT PRICE EXTENDED PRICE

0.00 2,915,062.66

0.00 2,818,062.66

0.00 2,272,562.66
Order Subtotal 8,005,688.00
Sales Tax 0.00
Total Order -=====8""''=00=5"-', 6=8=8.=0==0
Serena Bubenheim, Principal Finance Analyst
City of Huntington Beach
Filed 06/13/22 Page 9 of 9
CI TY Of HUN TING TO N BEACH

PUR CHASE ORDER-S TA ND ARD TERMS AND CON DITIONS
1, Issuan ce of this Fu/chase Order by City conslltutes acceptan ce of Suppller "s offer on the terms and condit ions.stat ed herein, unless expressly agree d In writing by the City's Furchasing Division. ond forms a contrac t. 2, Suppliers shipment of goods, commen cemen1 of any work, or performance of any service shall constilute accept ance by Suppfier of 1his order and all of its terms and conditio ns. No addilio nal terms or con ditions sla ted by Supp lier in acknowl edging or o1herw ise accepiing this order shall be binding upon 1he City unless specifi cally ac cepted In writing by the City. No oral agree menh shatt be binding unless confir med by a wl11fen revision lo this Purchase Order

3. Cily's oblig alion to pay the sum herein stated for any one fiscal year shall be contingent upon the City Cou ncil opproprio11ng the necessary funds, If lhe City Council foils to appr opriate the neces sary funds for any fiscal year, then the Purchase Order shall !ermina te at no additiona l cost or obllgati on to City.

4. Time Is of the esse nce. If al any lime Supplier believes that goods. mater ials. equ ipment, suppffes ("item") , labor or services will nol be made as scheduled, supp lier shall lmmedlal ely give written notice slating the cause of lhe dela y lo City, Deliveries must be prepaid, Cl1y will not accept COD ship ment s .

5. City reserves th e light at any time lo make changes in drawings and specificati ons, in met hods of shipment and pack agi ng, and In place(sj of delivery, If necessary, there will be an equitable adjust ment in price and time of perf ormance mutua lly sati sfactory lo Su pptier and Cit y; but any claim by Supplier for such an adjustment must be mode in writing within lhirly {30) days after such change, 6, Supplier warrants lhat lhe ile ms delivered ond the work or servi ces performed shall confirm to the specific ati ons, drawings, sam ples or other descrtpf lon spec ified by City and shall be fit and suff iclenl for the purpose Inte nded, merchan table, at good mat erials and workmanship, In good working order and free from defect or foully workmanship for o perio d of at least ninety (90) days. afler delivery. When defect ive Items or foully workmanship is discovered, Suppl ier shall provide all lob ar, materials, ports and equ ipment ta cortect such defect or make such replac emen t al no expeme to the Cliy. Detective Items not meeting City's speci fications shall be held for Suppli er's Instru ctions al Suppller's risk and; If Suppl ier so directs, will be returned al Supp lier's expense, 7, Supplier hereby agrees to prot ect, defend, indemnify and hold harmless Clly, Ifs officers , elected or appointed officia ls, emplo yees, agents and volunteers from and aga inst any and oil claims, damage s, losses, expenses, judgments, demands and defense costs (lncludlng, without lltnllatlon, costs and fees of lill gotlon of every nature or llab! ttly of any klnd or nature) arising out of or in connection with Supp lier's for Supplier's subco ntract ors, If any) negnge nt (or alleged negllgent) per formance of this Ag reement or Its failure to compl y wl1h any of !ls ob!lgo!lot1s contai ned !n this A greemenl by Supplier. Ifs offic ers, agen ts or emplo yees except such loss or damag e which was caused by the sole negligence cir wiHftJI misconduct of City. City shall be reimbursed by Suppller for oil costs and atl omey·s fees inc urred by City in enforcing this obligallon. Supplier will conduct all defense at ils sole cost and expense and the City shall approve selection of Sup plier's coun sel. Thls indemnit y shall appl y to all claims and liability regar dle ss of whether any insurance policies ore applicable. The policy liml ls do nol acl as limilati on upon the amoun ! of Ind emnificat ion to be provided by the Supp lief .( !2 /09)

6. Cily reserves the righ! lo termi nate lhis Purchase Order. or any part of i!, at any lime even tho ugh Supplier is not In defou!I. On receipt of no1!ce of le rminot lan, Supplier shall, unless such no tic e oth erwise directs . immed lalely discontinue all work on the Pur chas e Order and deliver, if and as directed, to City all co mpleted and parli ally completed Hems and work In proce ss. This sec flon shai l not llmlt or aff ect the right of City to tem1lna te this Purchase Order imm ediat ely upon suppl ier's breach.

1. Clly reserves the right to lerm lna le this Purchase Order or any part of ll and reject delivery of items If delivery Is not made when and as specified. Sup plier shall be charged for any direc l losses . bul not any consequential damag es, susloined by City by reason of such dela y or failure, ex cept losses caused by a delay for reasons beyond Suppl ier's reasonable control. Direct losses shall inc lude any costs to City in excess of the Purchase Order price of obtaining !te rns or services from other sources simllar lo !hose term lnaled or rejecled, 10 , Su pplier shall not subs!llu!e Items with ou1 written appr oval of the Cily Purchas ing Agen t or deslgnee .

11. All license fees for City's use of patented or copyrighted ilerm for items furnished under this Purchase Order shall be inclu ded ln the Purchase Order price, 12 , In cases where a price subject to escalation has been agreed upon, all clai ms for wch price escalo lion mus1 be received by City wit hin sixty (60) days otter date of final shipment. The pric e escalo 1lon shal l be shown as a sepo roli, item an Iha invoice , Unless on escala1or clause has been sho wn as a specific part of this Pvrchose Order, Supplier shall nol be entllled lo reimbursement for costs incurred due to esca latlon .

13. All goods and services provided shall compl y with the current federal, sl ate and local laws. Suppffer shall defend, Inde mnify and hold harmless City, iis officials, emp loyees and age nts from any loss , cl aim, cause of ac tion, llabllity, cost or expens e, Inclu ding but not limi ted !o fine s, pe nalties, corrective measu res, and atto rney's fees, City may wsloin by reason of Suppl ier' s failure lo comply, 14 . Svpp!i er shall ke ep confldenlial and not di sclose or use In any way confidential business or techn ical inform ation that the City may disclose in conjunction with !his Purchase Order or Supplier may learn as a resuu at enter ing Cily properly to del iver ii ems or servi ces or lo perform work her eunder. 15 . The Sup plier shall not sell, assign or tr ansfer any obligations resulting from this Or der wllhout the specific wri!te n consent at lhe City's Purchasing Divisio n. 16 . City's remedies herein ore cum ulal!ve and add i!lonol to any o!he r remedi es of law or In equ ll y. The waiver of any breach of !his Purc hase Order shall no! be deemed a waiver of any othe r subsequeni breach, Cl! y's failure 1a object to provisions cont ained in any communication from Supplier shall not be deemed on acce ptance of such provisions or a waiver of the provisions of this Purchase Order. 17 . This Purchase Order shall not be amended, madlf!ed or rescinded, except b y written agreemen1 signed by the parties and expressly referring to this Purchase Order.

Hl , An y Indebtedness of Su pplier to City mo y, al the Cit y's option, be credlied against am□u nis owin g by cl! y hereunder, 19 , Su pplier shall furnish further l!eml zatlon and breakdo wn of the Purchase Order price when requested by City.

20. Su pplier and Its subcontroc1or (s) shall not discriminate again st an y person Jn the performance of this Purchase Order on the basis of race, religion, nat ional origin, color , a ge, sex, sexual orientat!on, AIDS, HIV status, han dica p or dlsabmt y, and shall com ply with applicable federal and state equal employmen1 opportunit y la\<115, ordi nan ces, rules and regulat/ans.

21. Supplier shall comply with all applicable federal, state , and local laws, rules , regul ati ons and ordinan ces pertainin g to the subject molte r hereof, and shall obl a!n all nec essary licenses and permits relaled to !he it ems. work or services.

22. Supplier, Its em ployees, and agents shall be conside red independent contra ctors and not em ployees or agents of Clfy.

23. City's purchases are based on Its actual needs and requiremen ts; Cl! y Is obli gated to purchase those Items and those quantities tho! City needs and requires, regardless of any estima te d quantitie s provided to the Supplier.

24. The issuance of 1h ls Purchase Order does nol make Supplier the exclusive su pplier of If ems or services that are the subject of this Purchase Order.

Tl-IE FOLLOWING ADDI TIONAL CONDITIONS AP PLY WHEN SU PPLI ER IS TO PERF ORM WORK ON THE PREMISE S OF CITY . 25, If. durin g the work, Su pplier allows any indebtedness or lien to accrue for labo r, equipment or mat erials. which may become o claim against C!l y, Supplier shall immed iate ly pay such claim or lndebledne ss or cause such lien to be dissolved and dischar ged by givin g a bond and, in case of failure lo do so, City may wllhhold any mone y due to Su pp lier un!II such claim, Indebtedness or lien is paid or ma y apply such mone y toward the dischar ge !her eof; or City may, at its option, cancel thfs Purchase Order, lake possession and con1rol of i he work, and complete the some or cause the same to be com pleted . Supplier shall pay !a City lhe differe nce betw een \he P tJrchase Order price and the actual cost to City in com pletin g or ca using lhe work to be com pleted .

26. Supplier shall perform the work al Su pplier's own risk un! II lhe same ts fully com pleted and accepted and shall, ln case of an y acci dent. deslru c!lon or Injury to lhe work or item s be fore final com pletion and acce ptance, repair or re place the work or items so Injured, dama ged or destroyed, al Su pplier's own expense and to the satfsfoc !ion of Cit y, When items ore furnished by other s for lns1oio !!on or erecJion by Supplier, Supplier shall receive, unload, s!o re and handle wme al site and become res ponsible therefore, os thav gh such !terns were being f\Jrnlshed by Supp lier under the Purchase Order. 27, lnsur gnce, Supplier shalt com ply with the requir em ents of Cit y's current Insurance resolution as to general liobiAty, auto mobile liabilit y, workers compensation and any other product / properly insuronce re quirements, 09-2 l 94/Tcrms Conditions PO 09 30 JO .doc
12 /09
- -
US-DOCS\133302709.6
Exhibit B
RFP 2021-0504
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 MD HELICOPTERS .. , .. D• -MADE IN AMERICA
•" '!' n cs• "
15June 2021
City of Huntington Beach
Purchasing
2000 Main Street
Huntington Beach, CA. 92648
Subject: Response to City of Huntington Beach
Prop.osaf for Police Helicopters Invitation# 2021-0504
Attachments: MDHI_HBPD RFP _2021-0504 Final
Head of Procurement, City of Huntington Beach;
MD Helicopters, Inc. (MOHi) has a long-standing partnership of 23 years. with the Huntington Beach Police Department (HBPD). MOHi proposes three (3.) MD 530F helicopters for your department, the benefits of which will:
• Enabl.e your officers to perform their mission most effectively and safely. • Maintain similar spares and training base as currently used with the MD 520N helicopter. • Provide substantial savings (spares and training).

MDHl's roots reach back more than 60 years when, in 1955, Hughes Tool Company, Aircraft Division, first began developing "light helicopters". Today, more than 2,500 aircraft are in service worldwide, serving over 60 police. agencies with over 100 law enforcement equipped aircraft. MOHi is proud to be a proven performer for the Law Enforcement mission.

HBPD received their first MD 520N in 1998. Since then aviation technology has grown, the mission has shifted, and aircraft have aged. The new MD 530F is a modern, technically advanced helicopter that continues to serve and protect the public and provide increased levels of safety to its officers. We recognize that you have a no-fail mission , and our helicopters will allow you to meet those demanding requirements.

MOHi customizes its aircraft to meet customer requirements and we look forward to working with the HBPD to customize a program that transitions your current fleet of aged MD 520N aircraft to new MD 530F aircraft seamlessly and without loss of aircraft coverage.

Summary of Proposal:
• Proposal price. Valid for 180 days from date of submission. • Purchase of three (3) helicopters. The MD 530F platform is compliant with all conflgurati.on rec::iuirements set forth per this RFP.
45SSE.MCOOW Et.I.Fl 0AD,M£SA,AZ8SU5 MD
HELICOPTERS.COM
" .....;
This document Includes Information that Is the property of MD Helicopters, Inc. (MOHi). This proprietary Information, In Its entirety" shall not be duplicated, used, or dlsclosed­ dlrectly or Indirectly, In whole or In part-for any purpose other than to evaluate this document. If an award Is made to MOHi as a result of, or In connection with, the submission df this data, the proprietary Information here.In may be duplicated, used, or disclosed Qnlyto the extent required by the resulting contraet.

DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 • Sale of MD 520N aircraft. MDHI will facilitate the sale of HBPD current fleet of MD 520Ns:
- MDHI currently has written offers on all three (3) MD 520N aircraft at retail price {opposed to a lower wholesale price) based on information provided from the HBPD Air Support Unit. - The HBPD flight detachment has already reviewed and found these offers for the aircraft and spares to be acceptable.
• 5-year Training Package. 5-year training program for pilots and technicians at no cost to the City of Huntington Beach.
*Package includes a $50,000 parts credit to be utilized within three {3} years of Contract Award.

Cost O•f Mesa Plklt Differences Training at MOHi
using MOHi fquipment(3 davs with 3 liight hours
Price EA liotaU CliARGE
and 8 hours of ground): $ 6,800.00 $ 61,200.00 No Charge 9 PIiots Cost of Mesa T!!Ch Training (Up to 8 students for 2
Notes
weeksf: $3,956 for up to a students 12- Students[ $ 4,685.00 $ '1,685.00 No Charge 3 Aircraft would typically equate to training for .3 techs.

On Location Recurrent Tralnfng for all pilots - 3 Days Dally A.ate X S days Mt incl:udlng flight, hotel and (S oavs total w/ travell. $ 24,000.00 $ 120,000.00 No Charge tramportaUon Total from
Above $ l!l!i,885.00 NoCharge
$SOK Parts Credit (To be used over a 3 vr perlool N/A
Total lncenti\le Offerings O\ler 5 'l'ear Period
$ 50,000.00 No Charge
VALi.iE
$ 23!i,885.00 NoCharge
• Sale of MD 520N specific spares to include spare engine. MDHI will facilitate the sale of the MD520N specific spares and currently has a written offer on all MD 520N spares to include the engine, which is acceptable to the HBPD Flight Detachment. All other MDHI spares can be utilized for MD530FF's.
• Discount Points. MDHI offers discount points in the amount of 1.0 if HBPD is willing to provide an upfront payment for the balance due at time of award. • 20% discount on parts orders post-delivery {exclusions apply).

Benefits of MDHI Proposal to HBPD:

The benefits of maintaining an MDHI helicopter platform as opposed to an alternate manufacturer:
• Tooling. The vast majority of MD 520N tooling can be utilized on the MD 530F. Using an alternate manufacturer may incur substantial investment in specialty tooling to include the training required to use these tools.
• Training. MDHI is offering a 5-year training program for pilots and technicians at no cost to the City of Huntington Beach:

HBPD Technicians are extremely familiar and knowledgeable on the MD product line. The vast majority of current platform knowledge is transferable into a MD 530F. The maintenance specific to the MD 530F is covered in a Maintenance Course that will be supplied by MDHI at no charge.

Page 2 ends

MOHi Proprietary
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 - HBPD Pilots will receive transition training in an MOHi-suppiied aircraft to perform normal procedures, emergency procedures, CRM, and high-density altitude training. • Inventory. Transitioning into a new aircraft will require a multitude of parts to be In current inventory. Many of the parts on hand within HBPD Air Support will transfer to the MD 530F platform. This represents an additional cost of "'$400K if HBPD were to purchase aircraft from a different manufacture:
- MOHi has facilitated the sale of all NOTAR�specific Items from the departing MD 520Ns. - MOHi will provide a $50,000 parts credit to be used within three (3) years of Contract Award.

The undersigned is an official representative of MD Helicopters, Inc. (MOHi) authorized to negotiate on behalf of MOHi with the City of Huntington Beach {The City} o.n lnvitati.on # 2021-0504 for Police Helicopters.

TMs project will be managed at the MOHi bus.iness address Usted below, which is also the MOHi office nearest to Huntington Beach, California.

Company Name:

Name of Authorized Representative:

Authorized Representative Title:

Busine.ss Address:

MO Helicopters, Inc.

Jason Lindauer
Director of Commercial Sales
MD Helicopters, Inc.
4555 E McDowell Rd.

Mesa, AZ 85215
[email protected]
Authorized Representatlve Signature:

Date: 1S June 2021
Page3
MDHI Proprtet.ary
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 TYPE OF APPLICANT:

REQUEST FOR PROPOSAL

VENDOR APPLICATION FORM
□ NEW � CURRENT VENDOR
Legal Contractual Name of Corporation: MD Helicopters, Inc.

Contact Person for Agreement: �Ja=s=on==L=in=d=au=e=r _______________ _ Corporate Mailing Address: 4555 E. McDowell
City, State and Zip Code: Mesa AZ 85215
E-Mail Address: [email protected]
Phone:480-353-6587 Fax: ----------
Contact Person for Proposals: ;:...;Ja=s-=-on=L=in=d=au=e=r ________________ _ Title: Director of Commercial Sales E-Mail Address:[email protected] Business Telephone: ....:..48=0"'---=-3 =--=53"'---=-65:::..c8::...:7 _____ _ Business Fax: ------- Is your business: (check one)
0 NON PROFIT CORPORATION � FOR PROFIT CORPORATION
Is your business: (check one)
�CORPORATION
0 INDIVIDUAL
0 PARTNERSHIP
0 LIMITED LIABILITY PARTNERSHIP
0 SOLE PROPRIETORSHIP
0 UNINCORPORATED ASSOCIATION
I of2
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 Names & Titles of Corporate Board Members
(Also list Names & Titles of persons with written authorization/resolution to sign contracts) Names
Alan Carr
Barry Sullivan
Chris Jaran
Nick Nenadovic ----------------
Title
Sole Director
CFO
coo
Sr. VP, Aftermarket
Jeffrey Adamcik Deputy General Counsel --�------------- Federal Tax Identification Number: 86-0944088
City of Huntington Beach Business License Number:

Phone
480-346-6100
480-346-6201
480-346-6927
480-346-6104
(If none, you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date:
2 of2
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 Submitted to:

Oty of Huntington Beach
Purchasln&
2000 Main Street
Huntington Beach, CA 92648
Planetblds.com
Response to Request for Proposal
for Police Helicopters
City of Huntington Beach
Invitation Number: 2021-0504
MD 530F Helicopter
Submitted: 15 June 2021
Response from:

MD Helicopters, Inc:.
4555 E Mc:DoWelt Rd. Mesa, AZ SS21S
Contact: Jason Undauer, Dir. Commercial Sales
(0) 480.346.6373 / (M)480.353.6S87
Email: [email protected]
MOHi Control No.: MD132041221-HBPD
This document fncludes Information thatlsthe property of MO Hencopters, Inc. (MOHi). This proprietary Information, In Its entirety, shall not be duplicated, used, or disclosed-directly or Indirectly, In whole or In part-f,er any purpose other than to evaluate this document. !fan award Is made to MOHi as a result of, or In connection wfth, the submission of this data, the proprietary information herein may be dUPllcated, used, or disclosed only to the el<tent required by the resulting contract. ©2021 MO Helicopters, Inc.

DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9

INTENTIONALLY LEFT BLANK
Cf.:9.59 Rev-1
MOHi Control No.: M013204.1221-HBPO
Response to
City of Hunttngton Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase (3) Proposal
MO Helicopters, Inc.
15May2021
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 CONTE.NTS
Response to
City of Huntl:ngton Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase f3}Proposal

8. BACKGROUND AND PROJECT SUMMARY .............................................................................. 1 C. METHODOLOGY SECTION ...................................................................... 10; ......................................... ,, ............. ................................. . 2 1) Intent of Spe.cifications ............................................................... , ......................................................... 2

1.1) Section 3, :Scope of Work, Part A. Aitcraft Specifications ....................................................................... 2 L2) Section 3, Scope of Work, Part B. Transfer of Equipment ...................................................................... 4

1.3) Section 3, Scope of Work, Part C. Warranty ............................................................................................. 5

1.4) Section 3, Scope af Work, P·art D. Trainlng ............................................................................................... 6

1.5) Sectian 3, Scape af Wark, Part E. Sale af Existing Fleet ............................................................................ 6

1.6) Section 3, Scop.e of Work, Part F. Performance Bond .......................................................................... ... 7

1. 7) Section 3, Scope of Work, Part G. Inspection ............................................................................................. 7 1,8) Section 3, Scope of Work, Part H. Financing ............................................................................................. 7 2) Cl'iE!1nt Satisfaction ........................ " .......... ., ...................................................... ,, .... , ... , ............. ,u,.,11' .. ... ., ......... , •.•• " ......... ............... , ...... u,, ••••••• 8 2 .. 1) Performance Guarantees ....................................................................................................... " ................... 8

2.2) MOHi Project Offlce .................... " ........................................................................................................... 10 2 .. 3) MOHi 'Qualify System." ........................................................ _.. ..................... .,, ......................................................... , ........ , .............................. , ... 10 3) Project Schedule ................................................................................................................................. 11 4} Requirements from City Staff .............................................................................................................. 11 1) Key Staff Quafific::ations ........................................................................................................................... 16 2} MDHJ Qualifications . .............................................................................................................................. 16 3) Client References ................. , ......... , ...................... , ..............•.. , .. , ......................... " ........................................ 17

TABLES LIST
Table l. Aircraft Equipment Compliance Matrix ........................................ .......................................................... 2 Table 2. Proposed Training Program ................ ., .................... , ................................................................................ 6 Table 3. MD S30FF Performance Spe,clflcatiO'nS .............. ,,,.,. ... ,,nJnnu .. , ................................. \ .............. , ••• , ................... 8 CF-9.59 Rev•l
MOHi Control No.: MD132041221-HBPD
Cl-7.2.2-5 MD Helicopters, Inc.
15May2021
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 CF-9.59 Rev-1
MOHi Control No.: M0132041221-HBPO

INTENTIONALLY LEFT BLANK
Cl-7,2.2-5
ii
Res:ponseto
City of Huntington Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase (3)Propesal
MO Helicopters, Inc.
15May2021
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 B. BACKGROUND AND PROJECT SUMMARY
Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase (3) Prop0$al
MOHi offers the MD 530FF as mission-essential equipment to the Huntington Beach Police Department to complete all public safety assignments required for the Air Support Unit.

The MD 530FF platform is a tool the Air Support Unit wm utilize to provide assistance for ground-based units engaged in all facets of law enforcement while, serving the citizens of , Huntington Beach. MOHi platforms are synonymous with law enforcement agencies as our helicopters are a part of over 60 agencies around the world. The capability, performance, and maneuverability allow the officers to reduce time to target and keep crew coordination, safety, and completion of the mission the top priorities for those in the air and on the ground.

MOHi is a "one-stop-shop'' for all of the required resources and the fleet replacement of HBPD helicopters.

Project Summary:
• The purchase of three (3) MD 530FFs.
• Facilitation of the sale of three (3) MD 520Ns -Curre.ntly MOHi has an active offer on each MD 520N:
- A three percent (3%) brokerage fee of the total value of aircraft sale will be charged by the MD 520N Buyer at the time of sale.
- Offer may differ at time of transfer of aircraft from Seller to Buyer based on time flown between timeframes.
• Facilitation of the sale of all NOTAR-specific spares - Currently MOHi has an active order on all NOTAR-specific spares to include the spare engine:
- Offer may differ at time of transfer of aircraft from Seller to Buyer based on time flown between timeframes.
• Training-At no cost to HBPD:
- Initial transition training for up to nine {9) pilots at MOHi facility in Mesa, AZ. - On-site recurrent training (HBPD Facility} for four (4) years for up to nine (9) pilots. - Initial Maintenance Training for MD 530FF Spec.Ifie for up to eight (8) students at MOHi facility.
• *Parts Credit* -$50,000 spares credit to be used within three (3) years of Contract Award.

Delivery:
• First aircraft delivery 6-8 months from Contract Award:
- Swap one MD 520N to MD 530FF.
• Each subsequent aircraft will be delivered 90-120 days after the previous delivery or as negotiated or required.

CF-9.59 Rev-1
MOHi Control No.: MD132041221-HBPD
Cl-7,2.2·5
1 MD Heltcopters, Inc.
15May2021
USE OR Ol$ClOSURE OF OATA ON nus PAGE IS SU&JECTTO THE RESTRICTIONS ON THE COVER OFTHIS OOCUMENT,

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 Ma�Ut --·-- �
.
-
• Example delivery and payment schedule below:
....
r Jun Jul r ,.,, ... Od N<IV l>t< .,..

Response to
City of Huntington Beach RFP
for Pol.lee Helicopters
Invitation # 2021-0504
Helicopter Purchase (3lProposal
f�Of '�•«i�i/fRiiNO'J'M jDilltmybtlkJtP iMd
s
.cond �aUuOl'Mt:Fo Sate«� �-lNrdF
'MilP-' '�41!: 'A/li:lil" Wll'�!jiaffl �""'"� 'mrfM- M;jd .. )!IA1 .,....., 'fl'm'"'-"" AlklUfl..,atfllnds r $ - $ �ff tu,000 $ � $ � $ ut,to0 $ fU M: "'Hl ·---Fe •
Total�· 'I
� r
w-
.., ....
r
r • _,
R.......,Tobl $ 7;t85,8N r $ z--• !l • -=• t S.18Ufl t • =- !l ..... ,1811 t S.117;1'8 $ IU.H01 )'feet- - ( 11 • , ,:
...... , a, . .. It
Tot,1!
q,=111 • a ; 1 2 2 z 2 2 1
C. METHODOLOGY SECTION
1) Intent of Specifications
MOHi will comply with all performance, material, and conformity requirements.

1.1) Section 3, Scope of Work, Part A. Aircraft Specifications Table 1. Aircraft Equipment Compliance Matrix
2 HBPD Alroraft Requirement CompJy MDHI Response
YIN
Airframe, Extended Landing Gear with Carbide Skid Shoes Yes Airframe, Engine Wash Kit Yes
Airframe, Fuselage Hard Points Yes
Airframe, Keyed Locks (4) Yes
Airframe, Passenger Steps Yes
Airframe, Rain Gutter Set Yes
Airframe, Heated Pltot Yes
Airframe, Rapid Poor Removal Hinges .{Cockpit and Cabin) Yes Airframe, Tinted Canopy Panels Yes
Airframe, Tinted OoorJWindow Panels Yes
Avionics, Garmin GTX 345R Transponder, APSB In /Out Yes Avionics, (2x} Garmin G500TXi Touchscreen EFIS Yes
Avionics, GTN-650H NAV/COM/GPS Yes
Avionics, Master Avionics Switch Yes
Avionics, L-3 ESl-500, Digital Standby Yes
Avionics, PAl-700 Magnetic Compass, Vertical Card Yes
Avionics, Howell Electronic Engine Instruments and Crew- Yes Alert System (EICAS)
Avionics, ELT, ME-406HM Yes
Avionics, Clock/Timer/USB Ports Yes
Avionics, Garmin GMA 350H Audio Panel Yes
Avionics, Radar Altimeter RA-4500 Yes
Documentation, Engine end Airframe Log Books Yes
Documentation, Engine Maintenance Manual Yes
CF-9.59 Rev01
MOHi Control No.: MD132041221-HBPD
Cl-7.2 .. 2-5
2 standard Equipment
Standard Equipment
Standard Equipment
standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
standard Equipment
Standard Equipment
Standard Equipment
standard Equipment
Standard Equipment
standard Equipment
Standard Equipment
Standard Equipment
.Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard
Standard
MD Helicopters, Inc.
15May2021
use OR DISCLOSURE 01' DATA ON THIS PAGE IS SU&JECTTO THE RESTRICTIONS ON THE COVER OF THIS DOCUMENT.

MOHi PROPRIETARY
'
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 HllPDA!reniftReqi.tlttment Comply
YIN
Documentation, Flight Manual Yes
Documentation, Handbook of Maintenance Instructions Yes Documentation, Illustrated Parts Catalog Yes
Engine, 60.5 Gallon (229 L) Crash Resistant Fuel System, or Yes 64 Gallon (242 L) Fuel System*
Engine, AFS Engine Inlet Barrier Filter Yes
Engine, Automatic Engine Re-ignition Yes
Engine, Engine Anti-Ice Yes
Engine, 650shp (4851<W} or greater Yes
Engine, Faoot OIi Filter Yes
Fly Away Kit (See Manufacturer's Checklist) Yes
Interior, Cabin Soundproofing Yes
Interior, Cargo Tie-Down Fittings Yes
Interior, Batiflex, Vinyl Flooring (Blue/Grey) Yes
Interior, Crew Seats with 4-Polnt Harness Restraint Yes Interior, Dual Command Flight Controls Yes
Interior, Fire Extinguisher Yes
Interior, First Aid Kit Yes
Interior, Fresh Air Ventilation System Yes
Interior, Heater Defogger System Yes
Interior, Rotor Brake (Removed) Yes
Interior, Logbook Compartment Yes
Interior, Passenger Seats with 3--Point Harness Restraint Yes Interior, Vinyl and Fabric Cushions Yes
Interior, Vinyl Interior Trim Panels Yes
Interior, Slant Panel Pedestal Yes
Interior, Seat Pan Inspection Panels Yes
Interior, Airframe Hobbs Meter Yes
Lighting, Cabin Convenience Ught Yes
Lighting, Cockpit Utility Ught Yes
Lighting, Landing Light, Nose Mounted Yes
Lighting, LED Anti-Collision Lights Yes
Lighting, LED Position Lights Yes
Svstem, 200-Amp starter Generator Yes
System, Concorde Lead Acid Battery RG-50017A Yes
System,. External Power Receptacle Yes
Wire strike Protection System (WSPS) Upper only STC Yes SH1713SO
Comfort Windows 2X Cabin, 2X Cockpit, W/Pop-out Vents Yes (Quick Change)
Footswitch Dual Rocker
G500 TXi HSVT Enablement card
CF•9,S9 Rev-1
MOHi Control No.; MD13204122l•HBPD
Yes
Yes
Cl-7.2.2"S
3 Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation # 2021--0504
Helicopter Purchase (3) Proposal
MDHI Response
Standard
Standard
Standard
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
standard Equipment
Standatd Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Removed
standard Equipment
Standard Equipment
Standard Equipment
standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
Standard Equipment
standard Equipment
Standard Equipment
Standard Equipment
standard Equipment
Standard Equipment
Standard Equipment
Optional Equipment
Optional Equipment
Optional Equipment
Optional Equipment
MD Helicopters, Inc.
1SMay2021
use OR DISCLOS�E OF DATA ON THIS PAG£JS SU&JliCTTO THE RESTRICTIONS ON THE COVER OF THIS DOCUMENT.

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 HBPD.Altctaft Rtqulreinent Oernply
YIN
2 x TDAP 611 Audio Panels in Cockpit. 1 xAA12S-002 In Yes Cabin W/2 lapel cords {Replaces -GMA350H Audio Panel
installation)
21 Gallon Aux Tank STC SH656GL if necessary Yes
Samson Plus !anding light with flaShlng function Yes
PA LSA400 Sirens System, External with LSC22 Controller Yes &TS-300 Speaker, Recessed Mount
COM, Transfer Switch, Cyclic, COM1 Yes
NVG Compatible cockpit Interior (NVIS B) Yes
Garmin GTR 2258 NVG Yes
TDFM 9300 Radio (Provision Only; Radio CFE) Yes
LED Cockpif/Cabin Map Lights Yes
Paint,. Two Color Scheme Yes
MOHi Cargo hook provisions; Onboard Systems TALON LC Yes Hydraulic<Cargo Hook with attachment point, or comparable Interior, Paravion Door Openers, Cabin, STC SH2735NM Yes Raptor Rifle Racks Yes
L3 MX-10 System (CFE MX-10 only} Provisions Yes
Aerocomputers UC6000 Moving Map System Provisions Yes
Night Sun SX16 System (CFE SX-16 Only) Provisions Yes
Response to
City of Huntington Beach RFP
for Polke Helicopters
lnvltation # 1021-0504
Helicopter Purchase (3) Proposal
MDffl Responn
Optional Equipment
Optional Equipment- NOTE Fargo 21 tank wlll
not be compatible with new Crash Resistant Fuel
System. A new auxiliary tank is in development
and will be available for the second and third
aircraft defiverv.

Optional Equipment
Optional Equipment
Optional Equipment
Optional Equipment
Optional Equipment
TDFM 9300 Radio wiU be supplied by HBPD and
provisions will be installed with radio installation
.byMDHI
Optional Equipment
Optional
Provisions can be installed. MOHi would suggest
a full installation whUe at the factory opposed to
HBPD having to disassemble post-delivery.

Optional Equipment
Optional Equipment
Other equipment, wiring and mounts to support
the use of the will be required for this installation.

Other equipment, wiring and mounts to support
the use of the will be required for this installation
Other equipment, wiring and mounts to support
the use of the will be required for thls installation
*Note - The first aircraft delivery will have the 64-gallon main fuel tank installed.

Subsequent aircraft (second and third} will have the 60.5 Gallon (229 L} Crash Resistant Fuel System per Title 14 of the Code of Federal Regulations (14 CFR) Parts 27 and 29, and in Title 49 of the United States Code (49 U.S.C.) § 44737 (2018).

MOHi will require all Customer Furnished Equipment in a timeline manner while provisions are being installed to properly function check and test associated systems. 1 .. 2) Section 3, Scope of Work, Part 8. Transfer of Equipment MOHi understa.nds and agrees that the City will remove certain equipment from the existing MD 52ON aircraft to be Installed on the new aircraft, as they become available, and that this work effort is not part of this Scope of Work. The equipment to be removed and not included in any outfitting of the new units or sale of existing aircraft is:

CF-9.59 Rev-1
MOHi Control No.: MD132041l21-HBPD
Cl-7.2.2-S
4 MD HeUcopters, Inc.
15May2021
USE OR DISCLOSURE OF OATA ON THIS PAGE IS SUBJECT TO THE RESTRICTIONS ON THE COVER OF THIS DOCUMENT.

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 • L3 MX-lOSystem
• Aerocomputers UC6000 Moving Map System
• Night Sun SX16 System
• TDFM 9300 (as stated above in Scope of Work)
Respanseta
City of Huntington Beach RFP
for Pallce Helicopters
lnvitatlan # 2021-0504
Helicopter Purchase (3) Proposal
MOHi will require HBPD to supply the above equipment in a timely manner to ensure full operation of the systems that have provisions installed. MDHI may suggest having the full instal.1 for certain items (i.e., cargo hook) as opposed to provisions to save on HBPD personnel allocation of time and material. These suggestions may a.lso prevent HBPD from having to re.move critical components and materials from the aircraft to complete the install at the HBPD facility.

There may be additional charges required for anything above the basic provisions for the installation of the above referenced items that will be customer supplied.

1.3) Section 3,. Scope of Work, Part C. Warranty
The MOHi Warranty for Commercia.l aircraft is for a period of three (3) years upon delivery of the aircraft.

MDHl's sole obligation under this New Helicopter Warranty is limited to the replacement or repair (at MDHl1s sole option) of parts, which are determined to MOHl's reasonable satisfaction to be defective within two thousand (2000) hours of operation or three (3) years after acceptance, whichever o.ccurs first. For warranty claims flied within the first year or one thousand ,1000) hours, whichever occurs first, MOHi will pay one hundred percent (100%) of the cost of parts and labor at the current MDHl published labor rate to either in its sole discretion repair or replace the part. For warranty claims filed within the second year or after one thousand (1000) hours, whichever occurs first, MOHi will prorate the cost of the replacement part, or repair at the current MOHi published labor rate, based on the number of months or number of hours in service whichever occurs first, In accordance with the set proration schedule (Refer to Proration Schedule for New Helicopter Warranty).

Replacement parts will be serviceable and will have at least the life remaining .of life limited parts, if applicable. Parts covered under this New Helicopter Warranty with a service life of less than two thousand (2000} hours will be prorated based on their published service life.

Repair or replacement parts are warranted for the remainder of this New Helicopter Warranty period only. Written notice of a New Helicopter Warranty claim must be provided to MOHi no later than thirty (30) days after the date of discovery of the defect.

CF,9.59 Rev-1
MDI-II Control No.: MD1320412U,HliPD
c.1-1..:2.2-s
s
MD Helieopters, lne.
15May2021
VSI! OROlSCLQSURI! OF DATA OJ\4 THIS PAGE IS.SUBJECT TO THE �STRICTIONS ON THE COi/ER OF THIS DOCUMENT.

IIIIDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9

1.4) Section 3, Scope of Work, Part D. Training
Table z. Proposed Training Program
Total
.am afMeu Pdot.D1ffenancu tnalnmg It MDHI
Usl"IM°"'lq ..... tl9day'&wldl Slllghthmm
andlhrnnaflfl/lUnd): $ 6,800.00 $ ll,200.00 NoCIHlqa tNaD Oastaf M1s• Tal:hTmning (Upto8JitUdantlfar2
Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation # 202.1-0504
Helicopter Purchase 13) Proposal
Not11
waatcs); $8,t!t for uptoi ttudems (2--SlUdlnCS} $ 4,fll.00 $ 4,685.GO HoCINlrte ! Alrcraftwaufd &ypkally equatetotrlinln1 for s tetlll.

Oft lDatlon RemffimtTmningfor Ill pilals-S O.y.s Dlllly ble X 5 day'&not lndudlllcflllht,hatel and (SOaystotatw/� $14,000.00 $120,000.00 NoCIHlqa trMSportlltion Totalffom
Above . $ 111S,185.00 HoCIHlqa
$ S0,000.00 ....

TotalhlcendlleOffarmpOVarS.Ynrtellad

1.S) Section 3, Scope of Work, Part E. Sale •Of Existing Fleet MOHi agrees to facilitate the sale of three existing City-owned MD 520N aircraft, FAA Aircraft ID numbers:
• N521HB
• N522HB
• N523HB
MOHi wiH work within the parameters of the City's delivery schedule on the sale of the existing MD 520N aircra.ft with the understanding that the transfer of equipment, as defined in Section 3, Scope of Work, Part B. Transfer of Equipment, may take up to two months to complete.
*Note - The first aircraft delivery will have the 64-gallon main fuel tank installed.

Subsequent aircraft (second and third) will have the 60.5 Gallon (229 L) Crash Resistant Fuel System per Title 14 of the Code of Federal Regulations (14 CFR) Parts 27 and 29, and in Title 49 of the United States Code {49 U.S.C.) § 44737 (2018).

MDHJ will req.uire all Customer Furnished Equipment in a timeline manner while provisions are being installed to properly function check and test associated systems.

Section 3, Scope of Work, Part B. Transfer of Equipment MOHi agrees to participate In any sales negotiations specific to HBPO parts Inventory for existing MD 52-0N aircraft.

CF-9.59 Rev-1
MOHi Control No.: MD13204122l•HBPD
Cl-7.2.2-5
6 MD Helicopters, Inc.
15May2021
USE OR t>lSClOSUl!E OF OATA ON THIS PAGE IS SUBJECT TO THE RESTRICTIONS ON THE COVER OFTHIS DOCUMENT,

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9

1.6) section 3, Scope of Work, Part F. Performance Bond Response to
City of Huntington Beach Rf P
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase ($1 Proposal
MOHi requests additional options outside of the performance bond. A performance bond could be of substantial cost, which would then be passed onto the customer (estimated to be in excess of $500,000). If this is only a requirement by the financial institution being used by HBPO to finance the aircraft, MOHi would request additional options.

1. 7) Section 3, Scope of Work, Part G. Inspection
MOHi agrees and wekomes the City inspection of our equipment and facilities at a mutuaJly agreed upon time.

1.8) section 3, Scope of Work, Part H. Financing
MOHi has offered points of contact for National Bank of Arizo.na and their affiliates. Also, MOHi will offer discount points for full prepayment of the full contract in the amount of

1..0%.

CF-9.59 Rev-1
MOHi Control No.: MD132041221-HBPD
Cl-7.2.2-5
7 MD Helicopters, Inc,
15May2021
US£ OR DISCLOSURE Of l>ATA ON THIS PAGE IS SUBJECT TO THli RESTRICTIONS ON THE COVER Of THIS OOCUMENT.

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 2) Client Satisfaction

2.1) Performance Guarantees
Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Putchase f3l Proposal
Table 3. MD 530FF Performance Specification$
'1110 SSOFF Pelfc,nnance Speclflcationt w/ 64 Gal U-ln Fuel Tank ·�•.
. · ·:
: .

Maximum Cruise Speed, kt (mph) {km/hr]
Maximum Permitted Speed, kt (mph) [km/hr]
Maximum Range, nm, (ml) [kmJ
Maximum Endurance, hr
Maximum Rate-of-Climb, ft/min (m/sec)
Maximum Operating Altitude, ft (m)
Service Ceiling, ft (m)
Maximum Hook Capacity, lb (kg}
Ro�i/P'���tNil�\incli.

Hover-in-Ground Effect (HIGE), ft (m)
Hover-Out-of-Ground (HOGE), ft (m)
l�!!IJt•·
·.·
"• .,
Maximum Takeoff Gross Weight, lb (kg)
MGTOW External Load Operations, lb (kg)
Empty Weight lb (kg)
Useful Load, lb (kg)
External Load Operations, lb (kg)
Fuel Capacity, lb (kg}
CF-9.59 Rev•l
MOHi Control No,: MD.132041221-HBPO
. ·o��attion
.

Sea Level ISA
1524 m {5000 ft}
VNE at Sea Level
Sea Level
1524 m {5000 ft)
Sea level , ISA
Sea Level Standard Day
I.SA +20C day
Density altitude
ISA
.
tonttitiln·
Standard Day
ISA+20CDay
Standard Day
ISA+20CDay
Oo11«itlo1t
Normal Category
External Load Operations
Standard Configuration
Normal Capacity
64 gal (2421)
.Cl-7.2,2-5
88 . lltl�riaf.
134 (154)
135 (155)
152 (175)
216 (248)
260 (299)

2.2 2,069
2,061
20,000
18,700
2,000
lmpei{af
16,000
14,300

14.400
11,600
lmJttfaJ;
3,1.00
3,750
2,159
1,591
1,509
2,159
403
. . .
•••
[248]
{250]
[282]
[400]
[482]

2.2 (10.5)
(10.5)
(6096)
(5700)
(907)
••
(4877)
(4359)
{4389)
(3536)
Mttde
(1406)
(1701)
(979)
(722}
(684)
{979)
(183)
MD Helicopters, Inc.
15 Mayi.02.1
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 Response to
City of Hirntington Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase f3) Proposal
.,,.OFFPel'fonnanctSpeclftcatton• wl 60.5 Gal CRFS
�f ·~ ..

Maximum Cruise Speed
Maximum Range Speed
~: ~• - "n cs"
Maximum Permitted Speed
Maximum Range
Maximum Endu.rance
Maximum Rate of Climb
Maximum Operating Altitude
Maximum Hook Capacity
.· �F!"Si,���ct2Dfoiwft\cf),
In-ground Effect
OUt-of-ground Effect
'1') cw ~w -
WeJgta ·.

Maximum Gross Weight
MD 530F Empty Weight
MD 530F Useful Load
·.

Main Fuel Tank; Crash Resistant Fuel System <1>
Aux Tank-
Row«l'Jilit
0 Rolls-Royce Model 250 IV-C30 Gas Turbine
Derated Powerfor Reliability and Safety
;,lctofltt�
;
Sea Level
1,524 m. (5,000 ft,)
1,524 m. (5,000 ft.)
VNe at Sea Level
Sea Level
1,219m (4,000ft.)
1,524 m. (5,000 ft.)
Sea Level
Sea Level,. Standard Day
Density Altitude
Condft!op
Standard Day
ISA +20°C Day
Standard Day
ISA +20"C Day
C<inJlfflon
Normal Capacity
External Load Operations
Standard Configuration
Internal Load
External Load
229 fiter 60.5 gal
125 llter (33 gal.}
F .J•n:litlon /·""•"'•· • "' "
Rated Power
Transmission Rating
Max Continuous
ftgp:.,,· ' iWdt
113 kt {130 mph) 209kmJhr.
110 kt. (127 mph) 204km./hr.
98 kt. (113 mph) 181 km./hr.
152 kt. (175 mph} 282km./hr.
194 NM (223 mi.) 359km.
218 NM (251 mi.} 404 km.
223 NM (257 mi:) 413km.

2.36hrs. 2.36hrs.
1,031 ft.lmin. 5.2m./sec.
16,000 ft. 418nm.
2,.000lb. 907kg
lm�l --�
14,280 ft. 4,353m.
12,970 ft. 3,953m.
11,140 ft. 3,395m.
8,750 fl 2,667m.

Irn�dal. Meme or ·-:.;.
3,3501bs. 1,519kg.
3i7501bs. 1,701 kg.
1,723 lbs. 782kg.
1,6271bs. 738kg.
2,027 lbs. 919kg.

Empty -35.2 lbs. Empty 16kg.

Full (Jet A) 447 lbs. Full (Jet A) 203 kg.

Empty 56 lbs. Empty25 kg.

Full (Jet A) 277 (bs. Full (Jet A) 126 kg.
lm�JI Mttri9
650shp 478kW
425shp 313kW
350shp 257kW
'1> Endurance will meet the minimum of 2.5 hours with the installed auxiliary fuel system installed with the standard 60.5-gallon crash reslstanttank.

CF-9.59 Rev-1
MOHi Control No,: M0132041221-HBPO
Cl-7..2.2-5
98 MO Heltcopters, Inc.
15May2021
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9

2.2) MOHi Project Office
Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase (31 Proposal
MOHi will appoint a Program Manager {PM) as the point of contact (POC} for the program.

Using a step-by-step approach to identify, understand, resolve and prevent problems or issues, the PM will track all program management, materials, personnel, equipment, facilities, and hardware required to complete the requirements for thls .effort The MOHi PM will be responsible for day-to-day activities, including:
• Program planning and program management
• Technical oversight (including manufacturing}
• Maintaining schedule and cost
• Issue resolution
• Integrated product team control and communication
• Preparation of meeting agendas, presentations and minutes,

2.3) MOHi Quality System
MOHi has an established and FAA-approved quality system conforming to AS9100D in al.ignment with IS09001-2015 to verify type design data, regulatory, and contractual requirements throughout the aircraft production process. The quality system is documented and maintained through the Quality Manual procedures, Operating Procedures and Company Instructions. Established documented processes provide consistent and repeatable results, including:
• Aircraft records
• Aircraft Inspection and final acceptance
• Aircraft system and flight testing
• Calibration
• Configuration control
• Control and identification of nonconforming material
• Employee training
• Engineering design / change
• TooUng
The quality organization performs quality control/ assurance activities using dedicated inspections and quality engineer personnel. The quality control / assurance activities include:
• Supplier quality assurance reviews, audits, and approval • Supplier monitoring of performance and product quality • Supplier quality related resolution
• Inspection of raw materials,. parts, assemblies, and aircraft to approved inspection criteria
CF-9.59 Rev-1
MOHi Centro! Ne.: MD13204.1221-HBPD
CH;2.2-5
10 MD Hellcepters, Inc.
15May2021
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 Response to
City of Huntlngto.n Beach RFP
for PoJlce Helicopters
Invitation# 2021-0504
Helicopter Purchase (31 Proposal
• Control of nonconforming materials and parts which, when identified, are segregated, documented, dispositioned, repaired, or reworked and re-inspected by authority of Material Review Board System
• Nonconforming material trend analysis
• Quality requirements and processes creation
• Corrective / preventative action program oversight
• Quality system / process internal audits
• Material Review Board oversight
3) Project Schedule
The proposed project schedule ls as follows:
• Delivery of first aircraft upon completion at MOHi facility-6-8 mo.nths from Contract Award:
- Swap one MD 520N to MD 530FF.
• Each subsequent aircraft will be delivered 90-120 days after the previous delivery or as negottated or required *Note- The first aircraft delivery will have the 64 gallon main fuel tank. install.ed. Subsequent aircraft (second and third) will have the 60.5 Gallon (229 L) Crash Resistant Fuel System per Title 14 of the Code of Federal Regulations (14 CFR) Parts 27 and 29, and in Title 49 of the United States Code (49 U.S.C.) § 44737 (2018)..

NOTE - Schedule is negotiable as required. MDHI will make every attempt to meet customer delivery requirements.
4) Requirements from City Staff
MOHi will require all Customer Furnished Equipment (CFE) at the earliest convenience that would not hinder HBPO operations. Provisions will be installed to run CFE items, which will require function checks and tests prior to delivery of the aircraft. MDHI would like ample time to ensure the proper usage and operation of all items.
0:-9,59 Rev-1
MOHi Control No.: MD132041221-HBPO
Cl-7,2.2-5
11 MD Helicopters, Inc.
15May2021
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 D. STAFFING
Peter Bachner
Keith Cave
Josiah Thomas
Resumes are on the following .pages .•
CF-9.59 Relf-1
MOHi Centro! No,: MD1320412:U-H8PD
Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation # 2021-0564
Helicopter Purchase (3)Proposal
Functional Responsibllity
Director of Program Operations
Program Manager
Crew.Chief
MD Helicopters, Inc.
15May2021

USE OR DISCLOSURE OF DATA ON THIS PAGE IS SUBJECT TO THE RESTRICTIONS ON THE COVER OF THIS DOCUMENT, MDHl PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9

MD HELICOPTERS

PITTR BACHNER

DIRECTOR OF PROGRAM OPERATIONS

PROFESSIONAL EXPERIENCE
MD Helicopter, Inc. - Mesa, AZ.

Director of Program Operations

MADE IN AMERICA
2007-Present
• Direct the daily activities of program managers on customer focused and Internal Research and Development programs.
• Directly managed customer delivery for new production helicopter and major helicopter overhauls.
• Responsible for the generation of pricing models.

Director of Operations
• Oversee daily operations of helicopter production.
• Direct activities of plant facilities operations for six manufacturing, administration, warehousing, and aircraft hangar space.
• Develop departmental budgets and long-term capital expenditure requirements. • Assure foll.owing of quality procedures and assist in development and implementatio.n of root cause corrective actions.
• Drive continuous improvement though engineering design, manufacturing seque.ncing and tooling improvements.

Process Engineer
• Introduce visual work instructions.
• Implement Vendor Managed Inventory (VMI} program for low cost hardware. • Perform line Bafance activities to optimize workflow and achieve schedule attainment. • Utilize Value Stream Mapping to analyze both production workflow and transactional processes.
• Developed a series of production metrics to communicate the state of manufacturing operations. Metri.cs: safety, schedule attainment, labor efficiency & cost, quality. • Developed daily labor tracking tool for supervision to analyze productivity and schedule labor.
• Conduct daily production meetings with manufacturing directors and managers to review daily p.roduction issues and schedules.
• Responsible for updating part routings and Bill of Materials.

EDUCATION
Bachelor of Science, Industrial Engineering
Pennsylvania State University, State College, PA
CF-9.S9 Rev-,1
MOHi Control No,: MD132041221-H8PD
Cl-7.2,2-S
13 1997
MD Helicopters, Inc.
1SMay2021

USE OR DISCLOSURE OF DATA ON THIS PAGE IS SUBJEC
i
TO THE R£STRICTIONS ON THE COVER OFTHIS DOCUMENT.

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9

MD HELICOPTERS

MADE IN AMERICA

PROFESSIONAL EXPERIENCE
MD Helicopter, Inc. - Mesa, AZ.

Program Manager

KEITH CAVE

PROGRAM MANAGER
2017-Present
Plan, direct, control, monitor and support Programs to en.sure completion within defined cost, schedule, and scop.e objectives. Coordinate between Customer and MOHi Integrated Product Team (IPT}, minimally consisting of Business Development, Engineering, Operatrons, Contracts, Supply Chain, and Finance.
• Manage multiple commercial and Military helicopter Programs. • Collaborate with IPT to obtain data for initiation of Programs. • Represent MOHi and coordinate with Vendors at high profile trade shows. • Manage and document Program changes, maintain customer and team expectations.

United States Army 1994-2017
Sikorsky UH-60 (S-70) Aircraft Maintenance Supervisor
Led, mentored,. and trained Army technicians while supervising scheduled and unscheduled maintenance on UH-60 {S.ikorsky S-70) and CH-47 {Bo.eing Model 234) helicopters. Flew over 1000 hours as a Crew Chief under day/night and NVG conditions. • Lead teams � 60 technicians, supervising component removal, inspection/installation; unscheduled maintenance, routine inspections on UH-60 and CH-47 helicopters. • Trained Soldiers to replace gearboxes, transmissions, rotor hubs, engines, auxiliary power units, rotor blades, stabilators, main landing gear components, fuel system components, electrical systems, ffight control rods, and documented all aircraft maintenance actions using the required maintenance forms. • Trained and enforced OSHA and EPA regulations, shop and fUght-line safety, ensured a clean, safe and healthy work area for all team members.

EDUCATION
Master of Science,. Project Management 2017
Embry-Riddle Aeronautical University, Daytona Beach, Florida

CERTIFICATION ANO AWARDS
• Project Management In.satiate Certified Project Management Professional (PMP) • FAA .Airframe and Powerplant {A&P) Certificate number 3628233 • US Army Air Medal
CF-9,59 Rev-1
MDHl Control No.: MD132041221-H8PD
Cl-7.2,2-5
14 MD Helicopters, Inc.
15May2021
USE OR DISCLOSURE OF DATA ON THIS PAGE IS SUSJECTTO THE RESTRICTIONS ON THE C:OVER,OFTHIS DOCUMENT.

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9

MD HELICOPTERS
ti/1,iHlE IN AMERICA

PROFESSIONAL EXPERIENCE
MD Helicopter, Inc. - Mesa, AZ.

Avionics Technician IV

JOSIAH THOMAS
CREWCHI.EF
2019-Present
Install, inspect, test, adjust, or repair avionics equipment, such as radar, radio, navigation, and missile and gun control systems in aircraft. Test and troubleshoot instruments, components, and assemblies, using circuit testers, oscilloscopes, or voltmeters.

Beckman Coulter- Brea, CA. 201&-2019
Field Service Engineer
Perform troubleshooting, repair, scheduled maintenance and modifications on mechanical and electronic components in laboratory diagnostic instruments.

U.S. Navy 2006-2016
Aviation Electronics Technician
Performed troubleshooting and repair of RADAR, navigation, communication, and weapons systems for U.S. Navy fighter aircraft. Reco.gnized as a superb leader, quickly promoted and put into management of 12 personnel, reducing backlog by 54%. Worked in quality assurance promoting safety and preventing the occurrence of defects for all departments in the division.

Earned Navy/ Marine Achievement medal for outstanding leadership.

EDUCATION
United States Navy
Lake Powell School, Utah
CERTIFICATION. AN.D AWARDS
• MD Helicopters, 06/2020
2006-2('116
2000
Delegation of inspection authority (limited). Limited delegatio.n of Inspection authority for strip, crimp, solder, and inserts for production.
• Center for Naval Aviation Technical Training, Aviation Electronics, 04/2007-06/2011 F/A:·18 AVfonlcs System Career Organizational Maintenance (2011) F/A-18 Avionics System Initial Organizational Level Maintenance (2007) F/A-18 Wire Bundle and Connector Repair (2007)
• Tinker Air Force Base Training Center, Aviation Electronics, 10/2006 Aviation Electronics Technician Organizational Level
• Center for Surface Combat Systems, Electronic Fundamentals, 06/2006 Organizational Apprentice Technical Training
CF-9.59 Rev-1
MOHi Control No.: MD13'2041221-HBPO
Cl�7.2.2-S
15 MD Helicopters, Inc.
1SMay2021
USE OR Ols<:l0$URE OF DATA ON THIS PAGE IS SUliJl:CTTO THE RESTRICTIONS ON THE COVER OF THIS DOCUMENT.

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 E. QUALIFICATIONS
1) Key Staff Qualifications
Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase Ill Proposal
MOHi, as the aircraft OEM, employs a dedicated team of highly qualified personnel with years of experience in engineering, configuration management, accident investigations, program management, manufacturing, and supply chain functions for both Direct Commercial and U.S.

Military co.ntracts.

MOHl's Engineering Department i:S second-to-none for the MD 530F rotary wing aircraft with capability to support Depot Level repairs, sustainment engineering, aircraft modification engineering, component overhauls and technical data is manifest in our expertise and knowledgebase as exhibited over the last 60+ years. To maintain our worldwide fleet of helicopters, MOHi has a dedicated.Afte.rmarket work force, the MD Wolfpack, which consistently performs and advises on the repair of all of MDHl's aircraft globally. The MD Wolfpack team travels the world performing modifications, inspections, training, and delivery of MOHi aircraft. As part of the Program Management process, MOHi uses a step-by-step approach to identify, understand, resolve and prevent any problems or issue.s. The MOHi Program Manager has the knowledge and authority to resolve any problems and implement corrective actions. should the need arise.

MOHi will engage highly proficient engineering, program management and technical resources skilled in all tas.ks outlined in the City's Scope .of Work. See Section D, Staffing for MOHi key personnel that wfll support the City's project for Police Helicopters. 2) MOHi Qualifications
MOHi has a long and storied history as the Original Equipment Manufacturer (OEM) of commercial and military aircraft for hundreds of customers around the world. MOHi users rely on MOHi aircraft's superior reliability, ruggedness, ease of operation and low operating costs.

For over 60 years we. have introduced industry .advancements and innovations specifically targeted to keep o.perators safe, while empowering customers with the increased capabilities, greater mission versatility and superior performance needed to execute a broad range of mission profiles, including training, military combat operations, law enforcement, and commercial/leisure applications.

The MOHi family of heli.copters includes commercial and military variants of our MD 500 Series helicopters-designed specifically to supply speed, safety, agility and the ability to operate with ease In confined spaces-as well as a fleet of technologically advanced NOTAR® helicopters, like the single engine MD 520N and the twin engine MD 902 Explorer. MOHi aircraft are manufactured and assembled at our Mesa, AZ production facility.

MOHi is an FAA-certified production facility and has an established, FAA-approved quality system conforming to AS9100D in alignment with 1S09001-2015. MOHi has extensive CF-9.59 Rev--1
MOHi Control No.: MD132041221-HBPD
Cl-7.2.2-5
16 MD Helicopters, Inc.
15May2021
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation # 2021-0504
Heltcopter Purchase f3l Proposal
experience integrating new technolo.gies onto existing rotorcraft, subsequent FAA certification and the Army Airworthiness Release. (AWR} process. Customization of commercial derivative aircraft is accomplished in the MOHi Completions Center, which operates under FAA Repair Station Ucens.e Part 145. MOHi maintains the following certifications, copies of which are available upon request:
• FAA Production Certificate Number 715NM
• Type Certificate No. H3WE
• Repair Station - Air Agency Certificate No. M82R545V
• MDHI Management System Certificate (AS91000 Certification) MOHi continues to invest heavily in Research & Development (R&D) for all of our aircraft. The integration of next generation technologies, and the incorporation of Innovative design and manufacturing processes are enabling MOHi to grow our position within the aviation industry.

MOHi ls currently fulfilling contracts for MD 530F aircraft for use around the world. 3) Client References
Our customer relationships are one of MDHl's greatest assets, and we welcome the opportunity to have our customers discuss with the City their experiences working with MOHi. We are happy to coordinate this activity with the City .if needed.

MDHI CONTACT INFORMATION:

Name: Jason Lindauer
Title: Director of Commercial Sales
Office: 480.346.6373 / Mobile: 480.353.6587
Email: [email protected]
MOHi has provided three client references for law enforcement operational missions.

Gwinnett County Police Department
Gwinnett County Polfce Department
770 Hi Hope Road
Lawrenceville, GA 30043
Richard King, Captain - Aviation Unit
0: (770) 285 2555
[email protected]
Project Description: The Gwinnett County Police Department fleet includes three MD 530F aircraft.

Project Start. 114/2018 / Project End: 8/14/2019
CF-9.59 Rev.-:1
MOHi Control No.: MD13.2041221-HSPD
Cl-7.2.2.•5
17 MD Hellcopters, Inc.
15May2.021
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 Mesa Police Department
Mesa Police Department
5110 E. Falcon Drive
Mesat AZ 8.5215
Randy Wilson, Administration
0: (480) 844-4344
[email protected]
Response to
City of Huntington Beach R.FP
for Police Helicopters
Invitation # 2021-0504
Helicopter Purchase (3) Proposal
Project Description: The Mesa Police Department fleet includes two MD 500E aircraft and one MD 530F aircraft.

Project Start: 5/19/2014 J Project End: 6/25/2015
Las Vegas Metropolitan Police Department
Las Vegas Metro PD
3600 Thunderbird F,eld Rd
N. Las Vegas NV 89032
Sgt. Steve Morris, Chief Pilot
(702) 828-0153
lvmpd.com
Project Description: The Las Vegas Metropolitan Police Department fleet includes three MD 530F aircraft.

Project Start: 4/27/2015 / Project End: 10/15/2015
CF-9.59 Rev-1
MDHI Control No.: MD132041221-HBPD
Cl-7.2.2-5
18 MD Helicopters, Inc.
15May2021
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 F. FEE PROPOSAL
Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation# 2021�0504
Helicopter Purchase (3l Proposal
Pricing Schedule
Section A: New Helicopter
lttUtJ .\ Ne>. Qty . WM D.es�riptit>n
1 3 EA Aircraft
2 3 EA Options
3 1 - Engineering
4 3 EA Mission Equipment
5 0 - Flight and Maintenance Training
6 1 - Parts Credit
Section B: Sale/Trade-in Valuation
Item
No. Qty. U/M Dt$0rfption
1 1 EA Sale/Trade-in Valuation (1998)
2 1 EA Sale/Trade-in Valuation (2001)
3 1 EA Sa.le/Trade-in Valuation (2007)
4 LS Misc. Inventory/Parts
CF-9.59 Re,H
MDHI Control No.: MD1a2041221-HBPD
Cl-7.2.2-5
19 Cost Each
$2,950,000
$554,406
$59,943
Sub-Total
{$250,000)
$185,885
($50,000)
TOTAL SECTION A:

Val.uation
$585,000
$685,000
$835,000
$400,000
TOTAL SECTION B:

Ex.ten.ion
$8,850;000
$1,663,217
$59,943
$10,573,160
($750,000)
$0
($50,000)
$9,7&3,54E
Extension
$585,000
$685,000
$835,000
$400,000
$2,505,000
MD Helicopters, Inc.
l5May2021
USE OR OISCLOSURE OF DATA ON THIS PAGE ISSUSJECTTO THE RESTRICTIONS ON THE COVER OF THIS DOCUMENT.

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 NET COST:

Total Section A
Total Section B (-)
$9,763,546
$(2,505,000)
Brokerage Fee $63.150
Additional 1% Discount (-) $(72.682}
*Estimated tax on the
gross total of $9,763,546 *$756,674
Net Cost $8,005,688
Response to
City of Huntlngton Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase {31 Proposal
Please note, brokerage fee to be paid to MD Helicopters Australia at the time of sale of the currently owned MD520N's. Each will be sold individually per the example chart on Page 2, Section B, Delivery Schedule of this proposal. The chart is only an example and is solely used to reflect a model and timeline that could be used.

Each new aircraft sale of the MD530F's to Huntington Beach Police Department will be individually invoiced at the time of delivery. The sum of funds.from previously sold aircraft and budgeted RFP funds will net $3,230,288. The projected sales total of section B is $2,505,000 with an estimated brokerage fee of $63,150 to be paid to MD Helicopters Australia which have a net remainder of $2,441,850.
*Estimated California taxes are $756,674. This is calculated at 7.75% of the gross amount of $9,763,546. There may be possible tax exemptions and/or state and local government requirements. Buyer Is encouraged to engage in legal tax representation to review these possible exemptions. If CUSTOMER claims tax exempt status, CUSTOMER will so indicate and will provide MOHi with a copy of an exemption certificate acceptable to the ref evant taxing authority prior to delivery.

CF-9.59 Rev--1
MOHi Control NO,! MD132041221-HBPD
Cl-7,2,2·5
19 MD Hellcopters, Inc.
15May2021
USE QR OISCLQSURE QF DATA ON THIS PAGE ISSUBJECTTO THE RESTRICTIONS ON THE COVER OF THIS DOCUMENT.

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 Pricing Summary-Breakouts
Ai�raft Build Pricing Summary
Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase (31 Proposal
O.acrlpflon Price Quantity Extended Price
Aircraft $2,960,000
Options $551,201
Engineering $59,943
Sub-Tot.al
1: ;. .; · .. -
.\ :· I•
Mi.ssion Equipment Discount ($250,000}
Flight and Maintenance Training $1.85,885
Parts Credit ($50,000)
Total
La)N Efffotetrnent Configuration ltems
Deaoripflon
Wire Strike Protection System (WSPS)
Upper only STC SH1713SO
Comfort Windows 2X Cabin, 2X Cockpit,
W/Pop-out Vents (Quick Change)
Footswltch Dual Rocker
G500 Txi HSVT Enablement Card
2 x TDAP 611 Audio Panels in Cockpit, 1 x
AA 12S-002 in Cabin W/2 lapel cords (Replaces GMA350H Audio Panel installation)
21 Gallon Aux Tank STC SH656GL
Samson Plus landing light with flashing
function
PA LSA400 Sirens System, External With
LSC22 Controller &TS-300 Speaker,
Recessed Mount
COM, Transfer Switch, CycllcJ COM1
CF-9.59 Rev:-1
MOHi Control No •. : MD132041221-HBPO
Touch
Labor
$10,447
$1.672
$1 1393
$0
$8,358
$11,144
$1,393
$6,408
$1,114
Cl-7.2,2-5
20 Material
$25,342
$10,549
$74
$9,224
$22,091
$23,077
$2,855
$15,691
$23
3 3
1 .·
3 0
1 $8,850,000
$1,663,603
$59,943
$10,563.�46
:.

I•
($750,000)
$0
($50,000}
$9,763,546
Englnetring Total
Labor
$0 $35,789
$0 $12,221
$0 $'1,467
$0 $9,224
$0 $30,449
$0 $34,221
$0 $4,248
$0 $22,098
$0 $1,137
MD Helicopters, Inc.
15May2021
USE OR DISCLOSURE OF DATA ON THIS PAGE IS SUBJECT TO THE RESTRICTIONS ON THE COVER OF THIS DOCUMENT.

MDKI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DBODFEC9 Law Enforcemtnt configuration ltttms
Description
NVG Compatible cockpit interior (NVIS B}
Garmin GTR 2258 NVG
TDFM 9300 Radio
TDFM 9300 Radio Installation (Provisions)
Aircraft Interior, Mesh Seats, black, 2X
cockpit 1x Bench Fargo Compatible
369H90040-519*
MOHi Monitor Mount MB12
Aero Computer UC6000 Mapping System
withAK-4.S keyboard, MB12 Monitor,
Customer Furnished UC 6000 W/8130
(Provisions)
MOHi Left Side Mount NlghtSun SX-16
Enhanced (Provisions)
MOHi Right Side Mount with provisions for
MX-10
LED Cockpit/Cabin Map Lights
Paint, Two Color Scheme
Provisions Car90 hook provisions;
Onboard Systems TALON LC Hydraulic
Cargo Hook with Attach Point
Interior, Paravfon Door Openers, Cabin,
STC SH2735NM
Raptor Riffe Racks .,
..
..
. ; .. ·.·
·. �·• . .... ; .. · ..

Per Ship
Engineering
CF-9.59 Rev-1
. .

MOHi Control No.: M0132041221-HBPD
Touch
Labor
$8,358
$2,786
$0
$4,179
$27,860
$6,965
$6,.965
$6,965
$8,358
$1,114
$23,209
$6,826
$836
$836
$147,184
Cl-7,2.2-5
21 Material
$86,126
$6,025
$0
$9,505
$76,744
$758
$70,563
$2,275
$18,471
$1,617
$3,628
$17,164
$659
$1,556
. .·
$404,017
Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helfcopter Purchase (31 Preposal
Engineering Total
Lab.or
$11,239 $105,724
$0 $8,811
$0 $0
$14,049 $27,733
$0 $104,604
$0 $7,723
$14,986 $92,513
$0 $9,240
$19,669 $46,498
$0 $2,731
$0 $26,837
$0 $23,990
$0 $1,495
$0 $2,391
·.•
$551,201
$59,943 $59,943
MD Helicopters, Inc.
15May2021
USE OR 0150.0SURE OF OATA ON THIS PAGE.IS SUBJECTTO THE Rl!STRICT!ONS ON TI-IE COVER OfTHIS DOCUMENT.

MDHI PROPRIETARY
DocuSign Envelope ID: B82396AE-A386-4BA9-B1 F2-7436DB0DFEC9 CF-9.59 Rev-1
MOHi Control No,: MDl.32041221-HBPO

INTENTIONALLY LEFT BLANK
Cl-7.2,2•5
22 Response to
City of Huntington Beach RFP
for Police Helicopters
Invitation# 2021-0504
Helicopter Purchase (3) Proposal
MD Helicopters, Inc.
15 May2021
USE Oft DISCLOSURE OF DATA.ON TtttS PAGE IS SUBJECT TO THE RESTRICTIONS ON THE covatOF THIS DOCUMENT.

MOHi PROPRIETARY
US-DOCS\133302709.6
Exhibit C
Equipment

1. L3MX-10 IR camera

2. Spectro Lab search light

3. Technisonic Radio

4. Aerocomputers moving map system

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