Riverside City Council
February 14, 2023

20 Dec,2022

RIVERSIDE POLICE DEPARTMENT
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SUPPORT BY THE HOUR AGREEMENT

COMPLETE ENGINE MAINTENANCE

LEASING

FOR SAFRAN HELICOPTER ENGINES GAS

TURBINE
ARRIEL 2D ENGINES
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Contract# 22.116.SBH
20 Dec,2022
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HELICOPTER ENGINES
This Support By the Hour Agreement (the "Agreement") is made by and between:

And
Safran Helicopter Engines USA, Inc (SafranHE USA),
A company incorporated under the Laws of United States of America with registration number 75- 1711969 and whose registered office is at 2709 Forum Drive, Grand Prairie, Texas 75052, United States of America, and represented by Mr. Thierry DERRIEN acting as President & Chief Executive Officer.

On the one hand,
City of Riverside,
A charter city and municipal corporation, on behalf of the Riverside Police Department ("Riverside Police Department) whose registered office is at 7020 Central Avenue, 92504 Riverside, CA, United States of America and represented by XXXX acting as XXXX .

On the other hand,
Hereinafter collectively referred to as "the Parties" or individually as "the Party".

WHEREAS, SafranHE USA is engaged in the business of providing services of maintenance of aeronautical engines; and
WHEREAS, Riverside Police Department desires to limit major engine maintenance expenses and SafranHE USA desires to provide the opportunity to Riverside Police Department to limit major engine maintenance expenses through the assessment of monthly charges based on a fixed rate for each hour of equipment operation .

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and subject to and on the terms and conditions set forth in this Agreement; the Parties agree as follows:

Riverside Police Department
SafranHE USA
Agreement N' 22.116.SBH

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Table of Contents
ARTICLE 1 - DEFINITIONS ............... ........................................................... ................................................................... 5 ARTICLE 2 - PURPOSE AND SCOPE OF THE AGREEMENT.. ..................................................................................... 8 ARTICLE 3 - DURATION ................................ ............................................................ ...................................... ........ ....... 8 ARTICLE 4 - CONDITIONS TO QUALIFY FOR THIS AGREEMENT .............. .. ................................................. .. ........ ... 8 ARTICLE 5-OBLIGATIONS OF SAFRAN HE USA AND COVERED SERVICES .......................... .................................. 8 ARTICLE 6 - RIVERSIDE POLICE DEPARTMENT'S OBLIGATIONS .................... ......................................................... 9 ARTICLE 7 - ORDERS ........ ............... .. ... .............. ......................................... ............. ................................... ..... .. ........ . 11 ARTICLE 8 - DELIVERY BY SAFRANHE USA .......... .................................................. ............................................... ... 12 ARTICLE 9 - RETURN OF EQUIPMENT TO SAFRAN HE USA ...... .................. .................... ........................ ................ 12 ARTICLE 10-WARRANTY, INDEMNIFICATION, LIABILITY AND INSURANCE .......... .............................. .. ............... 13 ARTICLE 11 - PRICING CONDITIONS .............................. ........................... ........... ................................................... ... 16 ARTICLE 12- CONDITIONS FOR PAYMENT.. ........................................................ ......................................... ............ 18 ARTICLE 13 - IMPORT & EXPORT CONTRO L.. ........................................................................................................... 19 ART ICLE 14-TERMINATION ..... ..... ... ..... ................... ..................... .. .. ......................... ................. ...................... ......... 21 ARTICLE 15 - ASSIGNMENT AND TRANSFER ........ ............................ ............................................................... ......... 22 ARTICLE 16 -LAW AND JURISDICTION .............. ................ ............................................ ............................................. 22 ARTICLE 17 - MISCELLANEOUS ...................... .................... ...................... .................... ................................ .. ........... . 23 ARTICLE 18 - CONFIDENTIALITY ........ .. .......................................... ....................... ........................ ............................. 24 ARTICLE 19- ETHIC ................ ............... ................ ......................... ........ ............................... ........... .............. ............. 25 Riverside Police Department
SafranHE USA
Agreement N' 22.116.SBH
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Appendices
APPENDIX A - AIRCRAFT AND EQUIPMENT COVERED BY THIS AGREEMENT.. ...... .............................................. 27 APPENDIX B - LIST OF EQUIPMENT PROVIDED BY SAFRAN HE USA UNDER TERMS OF AGREEMENT ............ 28 APPENDIX C - N/A .......................... .. ............... .................................................................... ... .......... ............................. 29 APPENDIX D - EXCLUDED EVENTS .................................................... ................................................ ........................ 30 APPENDIX E - HOURLY AND CYCLE RATE APPLICABLE TO THIS AGREEMENT ................................................... 31 APPENDIX F - BUY-IN - BUY OUT .................................................................................. ...... .. ...................................... 32 APPENDIX G - N/A ...... ....... .............................. ........................................................... .................................. ............ ..... 34 APPENDIX H - CERTIFICATE OF TITLE TRANSFER ........... .................................. ...................................................... 35 APPENDIX I - MONTHLY OPERATING REPORT ......................................................................................................... 37 APPENDIX J - SCHEDULED REMOVAL PLAN ..................... .. ........................................ .............................................. 38 APPENDIX K - EQUIPMENT REMOVAL REPORT ................ .. ................................ ............................................. ......... 40 APPENDIX L - LEASE AGREEMENT ....................................................... ..... .............. ............. ................... ................... 41 Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

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ARTICLE 1 - DEFINITIONS
"ACCESSORY" means any Engine accessory or item of Equipment as defined in Appendix B. "AFFILIATE" means any person (natural or legal entity) who directly or indirectly, controls, is controlled by or is under the same control as Safran Helicopter Engines.
"AGREEMENT" means the present Support by the Hour agreement, including its appendices and any amendment thereof.
"AIRCRAFT" means the aircraft that Covered Equipment is installed in, as identified in Appendix A. "AIRCRAFT ON GROUND" or "AOG" is a situation where the Covered Equipment is unable to remain in service or is ineligible for return to service.
"BUY IN FEE" means the fee which corresponds to the Operating Hours and Cycles already consumed, prior to the signature of the Agreement and/or any amendment thereof, and which has been or shall be invoiced to Riverside Police Department by SafranHE USA as per the Article 11.4 of this Agreement. "CHANGE IN CONTROL" means control of an entity shall exist through the direct or indirect: control of fifty percent (50%) or more of the nominal value of the issued equity share capital of the entity or of fifty percent (50%) or more of the equity's shares entitling the holders to vote for the election of directors or persons performing similar functions, or right by any other means to elect or appoint directors of the entity (or persons performing similar functions) who have a majority vote.
"CIP" means carriage and insurance paid to a named location, as per ICC lncoterms 2010 issue. "COMPLETE ENGINE" means all of the modules as an assembly including Hydro Mechanical Unit ("HMU") or Fuel Control Unit ("FCU") and does not include the Engine Electronic Control Unit ("EECU") / Digital Electronic Control ("DECU").
"COMPLETE ENGINE MAINTENANCE" means that in the event Riverside Police Department's Engine requires removal for scheduled or unscheduled maintenance, SafranHE USA (directly or through one of its Affiliates) shall supply Riverside Police Department with a Complete Engine as a Replacement Equipment. "CONFIDENTIAL INFORMATION" means any and all information disclosed by one Party to another Party, in whatever form and whether disclosed in writing, orally, by electronic means or otherwise provided always that where such Information is disclosed orally, it shall be identified as confidential at the time of disclosure and, within thirty (30) Days thereafter, shall be reduced to writing and communicated to the recipient Party. "CONSUMABLES" means all expendable material, non-repairable components such as, but not limited to, nuts, bolts, sheet metal work, or low-cost parts such as, but not limited to, packing, gaskets, seals filters, etc. "CORE UNIT" means Equipment that must be returned to SafranHE USA. This Equipment can be the Riverside Police Department's Equipment which is sent for Repair, the Equipment loaned by SafranHE USA or the Repairable Accessory in exchange for the one provided by Safran HE USA as Standard Exchange Equipment. "COVERED EQUIPMENT" means the Equipment specified in Appendix A hereto and other Equipment included as Covered Equipment in accordance with Article 2.3 hereof. "CUSTOMER PORTAL" means Safran Helicopter Engines' website (https://tools.safran-helicopter- engines.com/pg/en/home ).
"CYCLE" means an operational gas generator cycle as reported in the Equipment log book/ log card, in accordance with the Reference Documents. Cycles are recognized since the last general Overhaul (CSO) and since new (CSN). "D.A.P." means delivery at place, to a named location as per ICC lncoterms 2010 issue. "DAY" means calendar day except where expressly specified as business day.

Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

RPO
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"DESIGNATED CENTER" means any service, support or maintenance facility designated by SafranHE USA to Riverside Police Department where Services may be performed. "EFFECTIVE DATE" means the date of signature of this Agreement by all Parties. "EQUIPMENT" means according to context, an Engine, a Module, an Accessory or any component thereof which is covered by this Agreement as defined in Appendix A and Appendix B hereto, as applicable. "ENGINE" means a Safran Helicopter Engines gas turbine engine or any other Safran Helicopter Engines branded engine, including its Modules and Accessories, as defined in Appendix A attached hereto. "EXCLUDED EVENTS" means the supplies and services excluded as specified in Appendix D of this Agreement. "FCA" means free carrier alongside to a named location as per ICC lncoterms 2010 issue. "FOREIGN OBJECT DAMAGE (FOD)" means damage to the Engine resulting from the ingestion of any foreign object. "LEASING EQUIPMENT" means Engine or Module owned by SafranHE USA and provided to Riverside Police Department during the Turn Around Time of Repair or Overhaul. The Engine or Module shall remain SafranHE USA's property during the entire rental period. As soon as Riverside Police Department's Engine or Module is Repaired/Overhauled, the leasing Engine or Module supplied to Riverside Police Department shall be returned to SafranHE USA or Designated Center.
"LEVEL 1 MAINTENANCE" means any maintenance tasks that can be performed on Aircraft and Engine removed from the Aircraft for accessibility reason (excluding tasks that require the removal/installation of a Module) in accordance with the applicable Reference Documents.
"LEVEL 2 MAINTENANCE" means any maintenance tasks requiring removal/installation of a Module in accordance with the applicable Reference Documents.
"LEVEL 3" means deep maintenance, also referred to as Level 3 maintenance of the Equipment while rempoved from the Aircraft in accordance with the applicable Reference Documents. "LEVEL 4" means the Overhaul or the Repair of the Equipment or any part thereof performed at SafranHE's facility in accordance with the applicable Reference Documents.
"LIFE-LIMITED PART" means a part which must be changed after its service life has expired. "LRU" means any engine line replacement unit or item of Equipment as defined in Appendix B hereto. "MANDATORY BULLETINS" means modifications required by a mandatory service bulletin from Safran Helicopter Engines, modifications required by Safran Helicopter Engines suppliers or required by the applicable NAA. In any case, Mandatory Modifications are limited to the Equipment covered by this Agreement. "MODULE" means a sub-assembly of the Engine as described in the Engine maintenance manual. "MODULAR MAINTENANCE" means maintenance performed on Equipment while removed from the Aircraft and in accordance with the applicable Reference Documents.
"NATIONAL AVIATION AUTHORITY" or "NAA" means the aviation authority having jurisdiction over the Engines, such as the Federal Aviation Administration, or the European Aviation Safety Agency, or such other equivalent national aviation authority for that particular Riverside Police Department. "OEM" means original equipment manufacturer.
"ON CONDITION EQUIPMENT" means Equipment which is not subject to TBO. "OPERATING HOUR" means an hour of operation of the Equipment as quoted in the Engine log book and/or Module log card and calculated according to the Reference Documents . Operating Hours are recorded since the last Overhaul (TSO) or since new (TSN) when the Engine/Module has not been previously Overhauled .

Riverside Police Department
SafranHE USA
Agreement N' 22.116.SBH

RPO
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20 Dec,2022
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HELICOPTER ENG INES
"OVERHAUL" whether scheduled or unscheduled, means the work required to enable the Equipment to begin a new TBO period.
"REFERENCE DOCUMENTS" means the following Safran Helicopter Engines documents, and any amendments thereto collectively, "Reference Documents":
1) Engine maintenance manual (field or modular maintenance), 2) Service letters,
3) Safran Helicopter Engines service bulletins,
4) Maintenance tools catalog; and
5) Maintenance spare parts catalog.
"REPAIR" shall mean the work defined in the Reference Documents which will enable the Equipment to return to service.
"REPLACEMENT EQUIPMENT" means, if included as part of the Service in Article 5.1, Equipment that is used for replacement of Covered Equipment under a Lease agreement or Standard Exchange solution. "SAFRAN HELICOPTER ENGINES" means Safran Helicopter Engines S.A.S, a French company, having its registered office in avenue Joseph Szydlowski Bordes 64510, France, and being the Engine's OEM. "SafranHE USA OWNED EQUIPMENT" means Equipment owned by SafranHE USA or one of its Affiliates. "SCHEDULED REMOVAL" means the removal of Equipment performed in accordance with the time intervals specified in the Safran Helicopter Engines maintenance manual.
"SERVICEABLE EQUIPMENT" means Equipment in airworthy condition as defined by the Reference Documents and the National Aviation Authority.
"SERVICES" means the services provided by SafranHE USA under this Agreement as specified in Article 5 thereof. "SPARE PART" means spare parts to be used for field and/or modular maintenance procedures. Spare Parts are identified in the spare parts catalog issued by Safran Helicopter Engines. "STANDARD EXCHANGE" means replacement of malfunctioning Covered Equipment with serviceable, Repaired/Overhauled Equipment in working condition delivered from SafranHE USA stock irrespective of the previous operator, place of operation, reason for its being handed in, operating hours/cycles available, or modification standard.

The Standard Exchange Engine supplied shall have a remaining potential at least equal to five hundred (500) hours. In case of termination, expiration of this Agreement or Engine removal, standard exchange means replacement of serviceable Covered Equipment with an Overhauled Engine or repaired Equipment as per article 14.3.1 of this Agreement.
"TBO" means time between Overhaul as defined in the Reference Documents. "TECHNICAL INFORMATION" means all information of a scientific or technical nature, in any oral, written or electronic form, including without limitation, all technical data, assessments, reports, advice and recommendations provided by SafranHE USA to Riverside Police Department in the course of the performance of the Services pursuant to this Agreement and any order made hereunder.
"TOOLS" means the tools identified in the Reference Documents. "TURN AROUND TIME" or "TAT" means the lead time necessary for SafranHE USA to perform Repair or Overhaul.

The Turn Around Time shall be calculated from the receipt of Riverside Police Department's Equipment at the Designated Center until Riverside Police Department's Equipment is ready to leave the said Designated Center in accordance with the applicable lncoterms.
"UNSCHEDULED REMOVAL" means the removal of Equipment performed outside the time intervals or limit intervals as specified in the Reference Documents .

Riverside Police Department
SafranHE USA
Agreement N" 22.116.SBH

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"USAGE REPORT" means a dematerialized chart that enables Riverside Police Department to enter monthly Covered Equipment's operation through Customer Portal.

Note: Words used in the singular shall include plural and vice versa unless contrary intention should appear.

ARTICLE 2 - PURPOSE AND SCOPE OF THE AGREEMENT

2.1. Purpose . The purpose of this Agreement is to specify the conditions under which SafranHE USA shall provide to Riverside Police Department, and Riverside Police Department shall obtain from SafranHE USA, Services for Covered Equipment, as hereinafter defined, at agreed upon rates and charges set forth in Article 11 .

2.2. Scope . This Agreement only applies to the services listed in Article 5 herein (the "Services") and shall cover such Services for the Covered Equipment defined in Appendix A attached hereto.

2.3. Covered Equipment. This Agreement applies only to the Covered Equipment listed in Appendix A. The inclusion as Covered Equipment of any Equipment not listed in Appendix A must be made in writing, and signed by SafranHE USA and Riverside Police Department.

ARTICLE 3 - DURATION

3.1. Initial Term. The term of this Agreement shall become effective as of the date of signature by both Parties ("Effective Date") and shall remain in effect for six (6) years until December 31s1 2028 ("Expiration Date").

3.2. Beyond this initial period, this Agreement shall automatically renew for successive one year periods unless either party gives the other party written notice, not less than thirty (30) days prior to the expiration of the then current term, of its intention not to renew this Agreement, in which case this Agreement shall terminate as of the end of the then current term.

ARTICLE 4 - CONDITIONS TO QUALIFY FOR THIS AGREEMENT

4.1. Similar Equipment. As a condition to this Agreement, Riverside Police Department shall enroll under this Agreement any and all Equipment owned or operated by Riverside Police Department that are the same or of similar type to any of the Covered Equipment.

4.2. Condition of Covered Equipment. Riverside Police Department agrees that all Equipment entering into this Agreement as Covered Equipment shall be in Serviceable Equipment.

4.3. Non-Zero Time Equipment. Subject to Article 11.4 of this Agreement , Riverside Police Department's non­ zero time Equipment may be included as Covered Equipment after qualification and approval by SafranHE USA. Qualification may consist of a power assurance check and inspection of the Equipment by a SafranHE USA representative (at Riverside Police Department's primary facility) to determine the current condition of the Equipment, the results of which must be acceptable to SafranH E USA. If deemed necessary by Safran HE USA, all Equipment records must also be made available for review at Designated Center, and must be acceptable to SafranHE USA after review and prior to coverage .

ARTICLE 5 -OBLIGATIONS OF SAFRANHE USA AND COVERED SERVICES

5.1. Covered Services. SafranHE USA shall provide to Riverside Police Department under the terms and conditions of this Agreement the following Services:
✓ Leasing of Engines for Unscheduled Removals requiring Level 3 or 4 maintenance. ✓ Repair of Engines for Unscheduled Removals requiring Level 3 or 4 maintenance. ✓ Leasing of Engines for Scheduled Removals.
✓ Overhaul of Engines for Scheduled Removals.
✓ Replacement of Life-Limited Parts.
✓ Modular Engine Maintenance .

The following Services are also covered under this Agreement:

Riverside Police Department
SafranHE USA
Agreement N° 22 .116.SBH

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✓ Standard Exchange of Accessories with TBO as per Appendix 8.

5.2. Mandatory Bulletins are included in the scope of this Agreement.

5.3. SafranHE USA may decide to perform maintenance at the Riverside Police Department's primary facility which is not of Riverside Police Department's responsibility under this Agreement as described in the maintenance manual to avoid the exchange or return of Covered Equipment to SafranHE USA. In the event SafranHE USA elects to perform maintenance at Riverside Police Department's facility, SafranHE USA shall bear all related expenses for technician's labor and travel.

5.4. Premature Wear or Failure. In the event of a breakdown or deterioration of the Covered Equipment due to defects in design, material, or workmanship in the manufacture, Repair or Overhaul of the Covered Equipment ("Premature Wear or Failure"), SafranHE USA will replace or Repair the Covered Equipment, provided, however, that the choice between replacement or Repair of Covered Equipment shall be made at the sole discretion of Safran HE USA and in accordance with the manufacturer's criteria and specifications.

5.5. SafranHE USA shall have sole discretion in determining the type or the extent of the Service necessary to render the Covered Equipment back to a condition of Serviceable Equipment including choosing whether to Repair, Overhaul or replace such Covered Equipment. In such case, SafranHE USA reserves the right to use new or Serviceable Equipment used replacement parts for such work. Any replacement or Repair shall remain subject to the provisions in Article 11 below.

5.6. SafranHE USA's Right to Replace Parts. SafranHE USA reserves the right, at its sole discretion, to use new or serviceable used replacement parts in the course of Repair or Overhaul performed pursuant to this Agreement.

5. 7. List Of Applicable Publications. Safran HE shall provide free access to the latest revisions of the Reference Documents through the Customer Portal.

5.8. Update of Covered Equipment documentation. SafranHE USA shall update the Equipment log book/log card, if required and as required, after a Repair and Overhaul event is performed by SafranHE USA.

5.9. 24/7 Field Representative assistance is included in the scope of this Agreement.

5.10. 24 hour help line access for troubleshooting is included in the scope of this Agreement.

5.11 . Quality Assurance and Monitoring. Services supplied and/or carried out by SafranHE USA shall be in accordance with all applicable law and "EN9100/9110-2000" Standards and under EASA (Part 21 G-Part 145) or any other applicable National Aviation Authority certification as previously delivered to Safran HE USA.

Without prejudice to SafranHE USA's obligations under this Agreement, all monitoring and acceptance testing are consequently delegated to this organization , in accordance with the applicable NAA regulations.

5.12. Complete Engine Maintenance under leasing. In the event Riverside Police Department's engine requires removal for scheduled or unscheduled maintenance, SafranHE USA shall supply Riverside Police Department with a Complete Engine under leasing to operate until Riverside Police Department's Engine is repaired or overhauled. SafranHE USA shall provide the Complete Engine for Riverside Police Department's use at the current rate in effect as described in Article 11 .1 of this Agreement. Riverside Police Department shall be required to execute a Lease Agreement as attached hereto in Appendix L and comply with all insurance requirements prior to the shipment of the Engine. A Complete Engine will not be provided in the event an FCU/HMU requires replacement unless Repair and/or Overhaul of the Complete Engine are required to return the FCU/HMU back to service.

5.13. Not covered Services. The supplies and services listed in Appendix D are excluded from the scope of this Agreement.

ARTICLE 6- RIVERSIDE POLICE DEPARTMENT'S OBLIGATIONS

6.1. Scheduled Removal. Riverside Police Department is entitled to remove Serviceable Equipment for a Scheduled Removal when the Equipment reaches the end of its TBO period or is within fifty (50) hours or less from such TBO period. Riverside Police Department is entitled to remove Serviceable Equipment for a Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

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Scheduled Removal when the Life Limited Part reaches the end of its initial life limit or is within three percent (3%) thereof.

Customer shall made a request for a Leasing Equipment at the latest two (2) months before the estimated Scheduled Removal date by filling out the Covered Equipment removal report form as per specimen attached in Appendi x K. Riverside Police Department shall also place an order as per Article 7 below within the same above timeframe .

6.2. Unscheduled Removals. In the event of an Unscheduled Removal, Riverside Police Department shall perform the relevant troubleshooting prior to removal. Riverside Police Department must obtain the prior written approval of Safran HE USA for any Unscheduled Removal of the Equipment.

Riverside Police Department must report to SafranHE USA within forty eight (48) hours, the Unscheduled Removals by filling the Covered Equipment removal report form as per specimen attached in Appendix K.

Riverside Police Department shall also place an order as per Article 7 below within the same above timeframe .

6.3. Level 1 Maintenance. Riverside Police Department shall be responsible for Level 1 Maintenance of Covered Equipment and the Covered Equipment shall be operated and maintained in accordance with the Reference Documents and by using the specific required tooling specified in such Reference Documents .

6.4. Any maintenance operation performed by Riverside Police Department must be performed by technicians qualified by SafranHE USA or Safran Helicopter Engines. Technicians' qualification level must be compliant with the Reference Documents .

6.5. Reporting and Records.

6.5.1. Country of operation . Riverside Police Department declared operating the Covered Equipment in .

Any change of country of operation shall be subject to an amendment as per Article 17.2.

6.5.2. Monthly Report. Each month Riverside Police Department shall complete the Usage Report form through Customer Portal and provide it to SafranHE USA, as of the last Day of the prior calendar month . The Usage Report must be received by SafranHE USA by the tenth (10th) Day of the month. In the event that Riverside Police Department is not able to complete and provide the Usage Report or connect to Customer Portal, Riverside Police Department may submit to SafranHE USA a written report in the form of Appendix I.

6.5.3. Notice of Incident or Accident. Riverside Police Department agrees to inform a SafranHE USA representative within twenty-four (24) hours of any incident or accident occurring to, or caused by, the Covered Equipment or any other SafranHE USA Owned Equipment in the custody of Riverside Police Department. A written report shall be submitted as soon as practical. Notice must precede return of any failed Equipment to SafranHE USA.

6.5.4. Recordkeeping . Covered Equipment or component documentation such as log book/ log card, module sheets and component log cards shall be fully maintained in an up-to-date status by Riverside Police Department.

6.5.5. Operation and Maintenance Records. Riverside Police Department shall keep records of Covered Equipment operation , maintenance and running time, and shall permit SafranHE USA to inspect and copy such records at any reasonable time upon request.

6.6. Ownership. Riverside Police Department hereby certifies and further warrants that it has good and clear ownership to the Equipment covered by this Agreement and warrants that such Equipment is free and clear of all liens, charges, mortgages or encumbrances and rights of others of any kind whatsoever and Riverside Police Department shall fully indemnify and hold SafranHE USA harmless in this regard. Riverside Police Department shall not, except in compliance with Article 17.1 (Sole Agreement) and Article15 (Assignment) below:

Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

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► Make or suffer to be made any change in the ownership, leasehold, utilization of the Equipment or any Aircraft on which the Equipment is installed, without prior written notice to SafranHE USA; and/or
► Undertake any act that would result in the imposition of any lien, security interest or other encumbrance on any Equipment Owned by Safran Helicopter Engines or SafranHE USA.

Non-modification of Equipment. Riverside Police Department shall not make any modification or carry out any action not provided for in the Reference Documents on the Covered Equipment or on SafranHE USA Owned Equipment without prior written agreement and approval by SafranHE Site. Such agreement and approval shall not be unreasonably withheld. However, Riverside Police Department may modify Covered Equipment when required by the National Aviation Authority after providing prior written notice to SafranHE USA.

Scheduled Removal program. Riverside Police Department shall be responsible for planning the Scheduled Removal of its Equipment as follows:
► The estimated Scheduled Removal program for the next twelve months using the specimen form attached in Appendix J shall be sent quarterly (1st of January, 1st of April, 1st of July and 1st of October) to SafranHE USA's Commercial Department as defined in Appendix J. ► As a rule, Riverside Police Department shall advise SafranHE USA as soon as reasonably possible of any change in the Scheduled Removal program.

ARTICLE 7-ORDERS

7.1. Orders. Whenever Equipment needs to be replaced, Repaired or Overhauled, Riverside Police Department shall notify SafranHE USA in writing and submit a purchase order containing the following information:
1) The SBH Agreement reference,
2) The type, serial number and version of the Aircraft from which the Equipment is removed, 3) The type, serial number and version of the Equipment, 4) The part number, the serial number and the description of the removed Equipment. For an Engine removal it is required to provide part number and serial number of each Module and FCU or HMU, 5) The part number, the serial number and the description of SafranHE USA consignment equipment installed when applicable,
6) The number of Operating Hours and/or Cycles. For an Engine removal it is required to provide number of Operating Hours and/or Cycles for each Module and FCU or HMU, 7) Quantity required,
8) Release certification required,
9) Reason for removal,
10) Required delivery date, applicable lncoterms and place of delivery.

7.2. Order Acknowledgment. Unless specified otherwise in this Agreement, an acknowledgement of receipt of order shall be duly filled in, signed and returned to Riverside Police Department within two (2) business days from receipt of the order, or within twenty-four (24) hours in AOG situation.

Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

RPD
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ARTICLE 8 - DELIVERY BY SAFRANHE USA

8.1. Conditions of Shipment to Riverside Police Department.

Unless otherwise specified in an order, Equipment deliveries by SafranHE USA to Riverside Police Department shall be made · according to FCA Designated Center (INCOTERM ICC issue 2010) and in packaging which conforms to the manufacturer's specification.

8.2. Delivery lead-times
In the case of scheduled removal of Covered Equipment pursuant to this Agreement, SafranHE USA will ensure that Replacement Equipment delivery to Riverside Police Department will take place within seven (7) Days before the final removal date agreed by the Parties, so long as the purchase order for such Replacement Equipment was received by SafranHE USA at least sixty (60) Days in advance of the forecasted scheduled removal date.

In the event of an Unscheduled Removal of the Equipment that does not require a replacement under AOG situations, SafranHE USA shall deliver a Replacement Equipment within five (5) Days from receipt of Riverside Police Department's order.

In AOG situations, SafranHE USA shall deliver a Replacement Equipment within twenty-four hours (24) following receipt of a written order duly completed by Riverside Police Department. The AOG situation must be confirmed by SafranHE USA.

8.3. Lack of performance from SafranHE USA
If SafranHE USA fails to deliver the Equipment within the lead times specified above, then SafranHE USA shall be liable, starting the first Day of delay, without any further notice, to a daily fee equal to:
- three hundred US Dollars (300 USO) for Engines and Modules and/or - one hundred US Dollars (100 USO) for FCU, HMU, EECU;
These daily fees shall be limited to a maximum of thirty (30) Days. The daily fees shall be paid to Riverside Police Department by issuance of a credit note and applied to Riverside Police Department's trade account.

However, in the event Riverside Police Department has not provided SafranHE USA with its Order and fully complied with the reporting requirements specified in Appendix K. SafranHE USA shall not be bound by the lead times set out in this sub-Article.

8.4. Property Rights on Covered Equipment. Standard Exchanged Equipment sent to the Riverside Police Department becomes the property of the Riverside Police Department or Owner, upon fitted on the Aircraft and completion of a Standard Exchange Certificate of Title Transfer as referenced in Appendix H attached hereto. Such Standard Exchange Equipment shall be delivered free and clear of all liens, charges, mortgages or encumbrances and rights of others of any kind whatsoever and the delivering Party shall fully indemnify and hold the other Party harmless in this regard. Notwithstanding the above, in the case that the Standard Exchange covers a Complete Engine, the Engine shall become the property of Riverside Police Department or Owner upon completion and signature of a Certificate of Title Transfer as referenced in Appendix H which shall be done forty eight (48) hours from the physical exchange of the Engine.

8.5. Risk of loss or damage shall pass upon delivery according to the applicable lncoterm.

ARTICLE 9 - RETURN OF EQUIPMENT TO SAFRANHE USA

9.1. The Core Unit removal shall be performed as defined by the Reference Documents.

9.2. Delivery to SafranHE USA. Equipment deliveries by Riverside Police Department to SafranHE USA shall be made OAP Designated Center (lncoterms issue 2010) and in packaging which conforms to the manufacturer's specification. Riverside Police Department shall provide SafranHE USA as soon as the information is available with all transport details, such as but not limited to the exact transfer point of the applicable bill of transport, any forwarding agent details.

Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

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9.3. Documentation. Any Covered Equipment delivered to SafranHE USA pursuant to this Agreement is to be accompanied by complete and up to date documentation .

9.4. Covered Equipment. For Engines and Modules, documentation shall include a copy of the EASA Form One or FAA or applicable certification, the shipping documents, the Engine or Module logbook together with its appendices and, the Riverside Police Department's order and the Covered Equipment removal report reference fully updated in accordance with Appendix K).

9.5. Return lead time. Any Covered Equipment delivered to SafranHE USA pursuant to this Agreement must be complete, including its documentation as stated in Article 9.3 above, and must be delivered ten (10) Days counting from the day the Replacement Equipment is received by Riverside Police Department in accordance with Article 8 (Delivery).

9.6. Additional fee/Incentive. If Riverside Police Department fails to deliver the Equipment within the above mentioned lead time plus five (5) Days counting from the Day the Replacement Equipment is received by Riverside Police Department in accordance with Article 8 (Delivery), then Riverside Police Department shall be liable, without any further notice, to a daily fee equal to three hundred US Dollars (300 USD) for Engines and Modules, or/and one hundred US Dollars (100 USD) for any other material starting the first Day of delay.

In this case, SafranHE USA will issue a supplementary invoice.

If Riverside Police Department delivers the Equipment one (1) Day earlier or more than the lead times specified in sub-article 9.5 above, then SafranHE USA shall grant Riverside Police Department a credit note of three hundred US Dollars (300 USD) for Engines and Modules, or/and one hundred US Dollars (100 USD) for FCU, HMU, EECU Accessories for each Day of advance delivery.

In this case, SafranHE USA will issue a credit note.

In the event Riverside Police Department does not return the Core Unit within one hundred eighty (180) Days then SafranHE USA shall be entitled to invoice Riverside Police Department for the delivered Replacement Equipment using the second hand sales price.

9.7. Property Rights on Covered Equipment. Covered Equipment under Standard Exchange becomes the property of SafranHE USA upon its removal from the Riverside Police Department's Aircraft and completion of a Standard Exchange Certificate of Title Transfer as referenced in Appendix H attached hereto. Such Equipment shall be delivered free and clear of all liens, charges, mortgages or encumbrances and rights of others of any kind whatsoever and the delivering Party shall fully indemnify and hold the other Party harmless in this regard.

9.8. Risk of loss or damage shall pass upon delivery according to the applicable lncoterm.

ARTICLE 10 - WARRANTY, INDEMNIFICATION, LIABILITY AND INSURANCE

10.1. WARRANTY
Riverside Police Department accepts and agrees that the only warranty provided by SafranHE USA as to the Equipment and Services covered and supplied under this Agreement shall be to provide the Services for the duration of this Agreement.

It is expressly agreed between Riverside Police Department and SafranHE USA that the benefits of the warranties granted by SafranHE USA to Riverside Police Department pursuant to this Article in relation to the Services and Equipment provided pursuant to this Agreement are to the extent permitted by law in lieu of any and all warranties whatsoever expressed or implied granted by Safran Helicopter Engines on the Equipment under the initial sale of said Equipment to Riverside Police Department, all other warranties, whether written, oral, expressed, implied or statutory (including, without limitation, any warranty of merchantability and fitness for particular purpose or against hidden, concealed or latent defect).

However upon termination or Expiry of this Agreement, the warranty provisions, as granted by Safran Helicopter Engines (or any of its Affiliates, as applicable) on the Equipment under the corresponding sale thereof, shall apply for the remaining period of warranty if any. For the avoidance of doubt it means that for Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH
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the Services not covered and supplied under this Agreement Riverside Police Department shall be covered by the warranty according to Safran Helicopter Engines Warranties Conditions.

10.2. WAIVER/DISCLAIMER
EXCEPT FOR THE LIMITED WARRANTY DESCRIBED IN ARTICLE 10.1, SAFRANHE USA DISCLAIMS

ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED (INCLUDING, BUT

NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), AND ALL SUCH WARRANTIES ARE EXCLUDED FROM THIS AGREEMENT.

10.3. INDEMNIFICATION

RIVERSIDE POLICE DEPARTMENT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SAFRANHE

USA AND ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR INSURERS (COLLECTIVELY "SAFRANHE USA INDEMNIFIED PARTIES"), FROM AND AGAINST ANY

AND ALL LIABILITY, COSTS, EXPENSES (INCLUDING ATTORNEYS' AND EXPERTS' FEES), CLAIMS

OR DEMANDS OF ANY NATURE WHATSOEVER (WHETHER OR NOT SUCH LIABILITY, CLAIM OR DEMAND ARISES FROM OR 15 BASED ON THE ACTUAL OR ALLEGED NEGLIGENCE OF SAFRANHE

USA INDEMNIFIED PARTIES) FOR DAMAGES BY REASON OF THE INJURY OR DEATH OF ANY

PERSON OR DAMAGE TO ANY PROPERTY BELONGING TO SAFRANHE USA INDEMNIFIED PARTIES, RIVERSIDE POLICE DEPARTMENT OR ANY THIRD PARTY ARISING OUT OF (1) RIVERSIDE POLICE

DEPARTMENT 'S USE, OPERATION OR CONTROL OF EQUIPMENT AND/OR (II) THE ACTS OR

OMISSIONS OF RIVERSIDE POLICE DEPARTMENT IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT.

10.4. LIMITATION OF LIABILITY

10.4.1. Except for claims of personal injury and property damage which are specifically attributable to SafranHE USA, the liability of SafranHE USA with respect to this Agreement, or anything done in connection herewith such as the performance or breach thereof, or from the manufacture, installation or technical direction of installation, maintenance, repair or use of any Equipment covered by or furnished under this Agreement, whether in contract, in tort, under any warranty, or otherwise, is limited to the repair or replacement, at SafranHE USA's election, of the Equipment on which liability is based.

10.4.2. In no event will SafranHE USA be liable for any incidental, consequential, special, punitive or indirect damages, including but not limited to loss of profits, loss of revenue, loss of contract, loss of business opportunity or loss of use (including use of Aircraft or use of the Covered Equipment) whether asserted by Riverside Police Department or any third party even if informed of the possibility of such damages. For the avoidance of doubt, damage to the Aircraft or third parties shall be considered consequential damages.

10.5. INSURANCE

10.5.1. Riverside Police Department shall take out and maintain in force at least the following insurances and amounts:
- Workers' Compensation and Employers Liability insurance For all its employees engaged in performing obligations under this Agreement, workers' compensation and employers' liability insurance or similar insurance in accordance with applicable law, which may be applicable to those employees. - Aircraft Third Party Liability Insurance
Riverside Police Department
SafranHE USA
Agreement N' 22.116.SBH
Riverside Police Department shall maintain comprehensive aircraft third party liability insurance for an amount of not less than ten million US dollars (10,000,000.00 USD) for Riverside Police Department operating one (1 ) to five (5) aircrafts / eighteen million US I [,
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Dollars (18,000,000.00 USO) for Riverside Police Department operating six (6) or more aircrafts for any one occurrence and aggregate per year. - Hangar Keeper's Liability Insurance or Property on Care or Custody Insurance Riverside Police Department shall effect and maintain Hangar Keeper's Liability Insurance or Property on Care or Custody Insurance. The amount of such insurance cover shall at least be equal to the full replacement value of all SafranHE USA Owned Equipment under the custody and care of Riverside Police Department.

SafranHE USA and its affiliates must be added as additional insured and shall receive at least thirty (30) Days' prior notice in the event of cancellation or modification to the policy limits. The policies shall be primary in the event of loss and a provision must be made indicating that where there is more than one insured the policy shall respond as if each were separately insured.

10.5.2. Upon request by Safran HE USA, Riverside Police Department shall provide certificates of insurance as per the above Articles.

10.5.3. The Parties further agree that the minimum insurance requirements as set forth above shall not limit or waive a Party's legal or contractual responsibilities to the other Party or others.

10.5.4. All insurance policies referred to in this article 10.5 shall contain the indemnity and hold harmless provisions contained under this article 10 in favor of SafranHE USA, its affiliates and their officers, directors, employees and insurers. Riverside Police Department shall supply SafranHE USA with certificates of insurance evidencing that such indemnity and hold harmless provisions are agreed by Riverside Police Department's insurers.

10.5.5. Insurance obligations in case of Leasing
1) Insurance in Transit. Riverside Police Department agrees to provide and maintain ALL RISK PHYSICAL DAMAGE INSURANCE in the amount of full replacement value for all SafranHE USA Owned Equipment or supplies while in the custody of Riverside Police Department or in transit to SafranHE USA. Such insurance is to take effect at the time and place of shipment to SafranHE USA and shall remain in effect until delivery of said property to SafranHE USA.
2) Insurance In Use. Riverside Police Department further agrees that during such time any SafranHE USA Owned Equipment or supplies are installed in Riverside Police Department's aircraft, Riverside Police Department shall maintain the following :
(a) ALL RISK GROUND AND FLIGHT HULL INSURANCE thereon in an amount sufficient so that SafranHE USA will recover fully the amount of any loss of said Equipment or supplies; and
(b) Riverside Police Department shall also maintain at all times Aircraft and BODILY INJURY AND PROPERTY DAMAGE INSURANCE, including Passengers, in an amount of at least 20,000,000.00 USO Combined Single Limit. 3) Required Insurance Provisions. Any and all insurance policies required herein shall include the following provisions:

Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH
(a)
(b)
Except in cases of negligence which is directly attributed to Safran Helicopter Engines or SafranHE USA, Riverside Police Department waives its right to bringing any action against Safran Helicopter Engines and/or SafranHE USA implicating them in any injury, expense or damages suffered because of operation or preservation of the Safran HE USA Owned Equipment;
Riverside Police Department will provide SafranHE USA with proof of adequate insurance coverage evidencing that the coverage respects the indemnification clause contained in Article 10 of this Agreement;

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(c) All policies must provide that SafranHE USA be given thirty (30) Days advance notice of material change in or cancellation of the above coverage; and (d) In the event of loss, any deductible is to be paid solely by the Riverside Police Department.

ARTICLE 11 - PRICING CONDITIONS
11 .1. Hourly and Cycle Rate. In consideration of the Services provided by SafranHE USA under this Agreement, Riverside Police Department shall pay SafranHE USA an Hourly rate and a Cycle rate (excluding VAT) for every Operating Hour and Cycle of the Equipment covered under this Agreement which is as set forth in Appendix E (hereinafter referred to as "Hourly and Cycle Rate" where appropriate) . During Repair of Equipment, Riverside Police Department shall continue to pay the same Hourly and Cycle Rate for the hours and cycles consumed with the Replacement Equipment. For avoidance of doubt, the Hourly and Cycle Rate already takes into account Safran Helicopter Engines objective of matured T.B.O, for the Covered Equipment.

11.2. Revision. The Hourly and Cycle Rate is valid for the current calendar year and shall be revised on the first of January of each subsequent calendar year, according to the terms defined in Appendix E hereto.

11.3. Additional charges

11.3.1. Balance Between Hours Declared and Hours Logged. When Covered Equipment is returned to SafranHE USA, if the Operating Hours declared and paid disagree with the entries in the log book or log card, SafranHE USA shall issue an invoice adjustment applying the Hourly Rate in effect at the time of adjustment to the difference in Operating Hours. 11 .3.2. Balance Between Cycles Declared and Cycles Logged . When Covered Equipment is returned to SafranHE USA, if the total Cycles declared and paid disagree with the entries in the log book or log card, SafranHE USA shall issue an invoice adjustment applying the Cycle Rate in effect at the time of adjustment to the difference in Cycles.

11.3.3. Premature Overhaul. Whenever a Scheduled Removal does not occur within the timeframes specified in Article 6.1 above, an additional invoice shall be issued.

Additional invoice = Hourly Rate x (TBO remaining - 50 hours) • Equivalent Engine (EQE)

11.3.4. Additional invoicing linked to non-covered services .

Exclusions. Except as may be otherwise provided herein, this Agreement specifically excludes from coverage the repair or replacement of Covered Equipment due to causes beyond normal wear and tear, as well as the excluded events listed in Appendix D.

SafranHE USA Discovery of Exclusion. SafranHE USA shall advise Riverside Police Department upon the discovery of any observed damage to Covered Equipment, which appears to have been caused by any of the reasons, set forth in Appendix D (Excluded Events). In such cases, Riverside Police Department shall be responsible for the parts and labor costs of any such Repair or replacement of the Covered Equipment ("Excluded Costs") actually caused by any of the reasons set forth in Appendix D (Excluded Events), and reimbursement to SafranHE USA of the Excluded Costs shall be made by Riverside Police Department in addition to other payments made pursuant to this Agreement.

Invoicing and Adjustments Upon Discovery of Exclusion. To take into account the normal wear and tear of some items which are covered in the rate, a credit note will be granted to Riverside Police Department on the amount invoiced for each item that is prematurely replaced for abnormal wear, except in cases of modification of Covered Equipment. This credit note will apply only to major items whose list price is greater than or equal to six thousand dollars (6,000.00 USD), based Riverside Police Department
SafranHE USA
Agreement N' 22.116 .SBH
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11.3.5. on current economic conditions. This value will be revised according to the current economic conditions. The credit note will be calculated as follows:
• If the item has a life or use limit:

ITEM PRICE
CREDIT NOTE = LIFE LIMIT
• If the item has no life or use limit:

CREDIT NOTE = ITEM PRICE
X
X

SERVICE LIFE LIMIT ELAPSED AT

TIME OF ITS REPLACEMENT
35% X TSO
TBO
Discovery of Exclusion for Equipment on Lease. SafranHE USA shall advise Riverside Police Department upon discovery of any damage to Equipment which appears to have been caused by any of the reasons set forth in Appendix D (Excluded Events) while under lease to Riverside Police Department. In such cases, Riverside Police Department shall be responsible for the parts and labor costs of any such Repairs or replacement of the Covered Equipment ("Excluded Costs") actually caused by any of the reasons set forth in Appendix D (Excluded Events), and reimbursement to SafranHE USA of the Excluded Costs shall be made by Riverside Police Department in addition to other payments made pursuant to this Agreement.

Miscellaneous Expenses.
1) Missing Parts or Packaging. In the event Covered Equipment is delivered to SafranHE USA which is not complete because it is missing parts or components, SafranHE USA will replace any missing parts or components and shall be entitled to charge Riverside Police Department in accordance with the catalogue price list in force. 2) Missing Documents. In the event the Covered Equipment is delivered to SafranHE USA and not accompanied with the required documents as per Article 9.3, SafranHE USA shall be entitled to charge Riverside Police Department for all associated costs for obtaining or creating new documents.
3) Labor and Transportation. Unless otherwise agreed in this Agreement, Riverside Police Department agrees to bear all labor and transportation costs for the removal, installation and troubleshooting.
4) Unscheduled Removal not approved by SafranHE USA representative. In the event removal of the Covered Equipment is not confirmed by a SafranHE USA representative, SafranHE USA shall charge Riverside Police Department for all associated removal and maintenance costs.
5) Check for Leasing Equipment before Return. In the event checks specified in the Maintenance Manual and the Flight Manual related to the Removal Equipment Chapters were not performed before the Leasing Equipment is returned to Designated Center, then SafranHE USA shall charge Riverside Police Department for the testing of the Equipment on Safran Helicopter Engines test benches.

11.4. Purchase of Used Hours and Cycles. With respect to non-covered, non-zero time Equipment requested to be covered by this Agreement (which has not been previously covered by an SBH program, and transferred accordingly), Riverside Police Department shall be required to purchase the used hours and Cycles for a fee set forth in Appendix F ("Buy-In Fee") based on the number of Operating Hours and Cycles consumed since last Overhaul or where the Equipment has not yet been subject to Overhaul, since first date of entry into operation, prior to the incorporation of Riverside Police Department's Equipment in this Agreement.

For the avoidance of doubt, all Operating Hours and Cycles of each Equipment covered by this Agreement are taken into account, since new or last Overhaul whether the Engine is in service or used as Spare with the Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

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exception of Operating Hours and Cycles run during Engine test bench, prior to the Equipment being delivered to Riverside Police Department as brand new or overhauled Equipment.

Appendix F, which is incorporated herein by reference, sets forth the Riverside Police Department's Engines buy-in calculation, amount and payment terms with respect to any purchase of used hours and Cycles under this Article 11.4.

Should any Removal for Services occur prior to payment of the Buy-In Fee in full by Riverside Police Department, Riverside Police Department understands and agrees to pay SafranHE USA, without any further notice, such fee in full prior to any such Services being commenced. In the event the Buy-In Fee is not paid in full, SafranHE USA does not have any obligations under this Agreement to provide Services and shall be entitled, as of right, to terminate this Agreement under Article 14 below (Termination).

ARTICLE 12 - CONDITIONS FOR PAYMENT

12.1. General conditions
1) Payment Address. Riverside Police Department shall send all payments due under this Agreement electronically to the following bank's account:

SafranHE USA
EUR Current Account:

Citibank N.A.

One Penns Way
New Castle, DE 19720
Account# 38859937
ABA# 031100209
2) Payment references . Each payment should indicate the Covered Equipment serial numbers and the invoice numbers that it covers.
3) Currency. Riverside Police Department shall settle SafranHE USA's invoices in US Dollars (USO) currency.
4) Payment lead time. Each invoice shall be due within thirty (30) Days from the invoice date. 5) Disputed invoices. Riverside Police Department shall notify SafranHE USA in writing if an invoice is disputed within fifteen (15) Days of receipt of invoice. Such invoice shall remain payable in accordance with this article 12. Invoices not disputed within this period shall be deemed to be valid. 6) Outstanding invoices. In the event invoices are not paid within thirty (30) Days, SafranHE USA may suspend coverage under this Agreement without need for notice until full payment of the amount due has been received from Riverside Police Department. If coverage is suspended, Riverside Police Department shall not be entitled to claim any damage or loss resulting directly or indirectly from suspension. Furthermore, SafranHE USA shall be entitled to terminate this Agreement in accordance with Article 14 below.
7) Interest for late payment. Interest on all amounts past due shall be invoiced and paid at the rate of eighteen percent (18%) per annum, or (if less than eighteen percent (18%) per annum) the maximum amount permitted by applicable law.
8) Riverside Police Department shall be responsible for all sums, including attorney's fees, reasonably incurred by SafranHE USA as a result of Riverside Police Department's default in settling any invoice or invoice installment when due.

12.2. lnvoicing's method
Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH
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Riverside Police Department will be invoiced and shall pay to Safran HE USA monthly, an amount equal to the Hourly and Cycle Rate multiplied by the actual hours and Cycle of Covered Equipment operation as set forth in the monthly report and specified in this Agreement, plus any supplemental fees and other charges that may be applicable in accordance with this Agreement.

12.3. Reconciliation
In the event Riverside Police Department does not provide SafranHE USA with a monthly report of Operating Hours and Cycles consumed in accordance with Article 6.5.2 above, SafranHE USA shall invoice Riverside Police Department with the same amount as the previous month. In case it happens the first month following the execution of this Agreement then SafranHE USA shall invoice Riverside Police Department according to the estimated monthly flown hours. Then SafranHE USA shall reconcile the invoice on the following month.

12.4. Taxes
Taxes, Duties or charges
The Hourly and Cycle Rate is quoted before tax in accordance with article 12 above. In addition to the Hourly and Cycle Rate, Riverside Police Department agrees to pay, upon demand, all taxes (including, without limitation, sales, use, excise, turnover or value added taxes), duties, fees, charges or assessments of any nature (but excluding any income taxes) (hereinafter "Taxes") assessed or levied in connection with the performance of the Agreement.

Where Riverside Police Department is liable to Value Added Tax, this shall be payable along with the settlement of each invoice, according to the VAT regulation in force. Riverside Police Department shall notify to SafranHE USA its VAT Code, if necessary.

Reimbursement/ Refund.

If payment of any such Taxes is made by SafranHE USA, Riverside Police Department will reimburse SafranHE USA upon demand, such reimbursement including, inter alia, penalties and interests which could have been levied against SafranHE USA. Riverside Police Department will use reasonable efforts to obtain a refund thereof. If all or any part of any such Taxes is refunded to SafranHE USA, SafranHE USA will repay to Riverside Police Department such part thereof as SafranHE USA was refunded.

Withholdings.

All payments by Riverside Police Department to SafranHE USA (or the applicable affiliated company) under this Agreement shall be free of all withholdings of any nature whatsoever except to the extent otherwise required by law, and if any such withholding is so required, Riverside Police Department shall promptly notify SafranHE USA by written notification and will pay an additional amount such that after the deduction of all amounts required to be withheld, the net amount received by SafranHE USA will equal the amount that SafranHE USA would have received if such withholding had not been acquired.

If the aforementioned mechanism contradicts the law of United States of America, the Parties shall amend this Agreement in order to increase the respective prices and amounts provided for by this Agreement so that the initial prices and amounts are preserved.

ARTICLE 13- IMPORT & EXPORT CONTROL

13.1. The Party which is exporting in the case of exports, and the Party which is importing in the case of imports, shall be responsible for obtaining all necessary licenses, or other governmental authorizations required in connection with any export, re-export, or imports, as the case may be, under this Agreement.

Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH
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13.2. The Parties will cooperate with each other in securing any such licenses or governmental authorizations as may be required.

13.3. The Party which is importing shall provide the Party which is exporting the final destination of the item whenever such destination differs from the contracted delivery address.

13.4. Any license or authorization, if required, shall be in accordance with the rules and regulations set out by the relevant governmental authorities.

13.5. The Party responsible for obtaining such license or authorization pursuant to Article 13.1 shall use all reasonable endeavors to secure all necessary governmental approvals (including any necessary export and re-export, and/or import licenses). However the refusal or withdrawal or suspension of such a license or authorization shall constitute a Force Majeure event (as defined in Article 17.12 hereunder) provided that reasonable endeavors have been used to secure and maintain the said license or authorization.

13.6. Riverside Police Department undertakes not to sell, lend or deliver to any third party under any conditions whatsoever, with or without compensation, temporarily or permanently, the supplies which are the subject of this Agreement (including Equipment, Standard Exchange Equipment, Tools and Spare Parts), documentation, operating manuals and information in any way whatsoever related to this Agreement otherwise than in strict compliance with the applicable export control regulations.

13. 7. Any government fees or charges in connection with obtaining required licenses or authorizations shall be the responsibility of the Party which is exporting in the case of exports, and the Party which is importing in the case of imports, the products, services or technical data.

13.8. The Equipment may have an US classification or may contain US origin parts and are authorized for export by the US Government according to the relevant laws, regulations or orders. They may not be resold, diverted, transferred, transhipped or otherwise be disposed of in any country, either in their original form or after being incorporated through an intermediate process into other end-items, without the prior written approval of the US Department of State.

For all Equipment under this Agreement, Riverside Police Department shall notify SafranHE USA of any anticipated re-export or trans-shipment through any country other than United States of America.

Riverside Police Department confirms that the Equipment or information received from SafranHE USA, will not be used for any purpose associated with chemical, biological or nuclear weapons or missiles capable of delivering such weapons, nor will they be re-sold and/or re-transferred if Riverside Police Department knows or suspects that they are intended or likely to be used for such purposes.

13.9. The Parties shall not supply any Equipment, disclose any information or provide any service in any manner contrary to the laws and regulations of the United States of America or any applicable non-U.S. export laws and regulations. The Equipment, information and services that the Parties may wish to disclose or provide pursuant to this Agreement may be subject to the provisions of the Export Administration Act of 1979 (50 USC 2401 et seq.), the Export Administration Regulations promulgated hereunder (15 CFR 768-799) or U.S.

Arms Export Control Act (22 USC 2778 et seq.) and the International Traffic in Arms Regulations (22 CFR 120-128 and 130). The Parties acknowledge that these statutes and regulations impose restrictions on the import, export, transfer and re-transfer to third countries of certain categories of assets, data, services and articles, and that licenses from the US Department of State and/or the US Department of Commerce may be required before such assets, data, services, and articles can be disclosed or provided hereunder, and that such licenses may impose further restrictions on use and further disclosure of such assets, data, services and articles. Disclosure or transfer of such assets, data, services and articles to foreign persons is subject to the above regulations regardless of whether the export occurs in the US or abroad.

13.10. THE PARTY REQUIRED TO OBTAIN ANY REQUIRED EXPORT LICENSE OR AUTHORIZATION SHALL

INDEMNIFY AND HOLD THE OTHER PARTY HARMLESS FROM ALL CLAIMS, DEMANDS, DAMAGES,

COSTS, FINES, PENALTIES, ATTORNEYS' FEES AND

OTHER EXPENSES ARISING FROM FAILURE TO RESPECT THE OBLIGATIONS RELATED TO SUCH LICENSE OR OTHER AUTHORIZATION.

Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

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ARTICLE 14-TERMINATION

14.1. Reasons for termination
Convenience. This Agreement may be unilaterally terminated by either party hereto, without cause, upon sixty (60) Days prior written notice (the "Termination Notice") to the other party.

Loss or sale of Covered Equipment. In the event Covered Equipment is lost or destroyed or sold and if no any other Equipment remains covered, the Agreement will be deemed "Terminated" as of the date of loss or sale.

Default. If Riverside Police Department or SafranHE USA fails to comply with any of the terms or provisions of this Agreement within thirty (30) Days of receipt of written notice of any such default, the other Party may, without prejudice to its other rights and remedies, terminate this Agreement by written notice to the defaulting Party.

Notwithstanding the above and if Riverside Police Department does not perform its obligations, SafranHE USA reserves the right to suspend the performance of any Services under this Agreement. If the performance of any Services is suspended, Riverside Police Department shall not be entitled to claim any damage or loss resulting directly or indirectly from such suspension.

Bankruptcy. Without prejudice to its other rights and remedies and unless otherwise specified by law, a Party may immediately terminate this Agreement by written notice if the other Party enters into bankruptcy or liquidation proceedings or becomes unable to pay its debts as they come due or if there is a Change In Control of the Party.

Force Majeure. If any Party remains affected by a Force Majeure event (as defined below) for more than one hundred and twenty (120) Days, then the other Party may immediately terminate this Agreement by serving a written notice of termination to the affected Party, without any Party incurring any liability whatsoever.

14.2. Consequences of termination

14.2.1 Riverside Police Department duties upon termination. Within fifteen (15) business days after the Termination Date, Riverside Police Department must, at its own's expenses, return any and all Equipment and supplies belonging to SafranHE USA to the SafranHE USA Shipping Address , DAP SafranHE USA Designated Center. If Riverside Police Department fails to return Equipment and supplies within fifteen (15) business days, then Riverside Police Department will be liable, without any further notice, to a daily fee equal to three hundred US Dollars (300 USD) per day.

14.2.2 In the event, Riverside Police Department does not return any and all Equipment and supplies belonging to SafranHE USA within thirty (30) Days then SafranHE USA shall be entitled to claim to Riverside Police Department the Equipment's and supplies' replacement value.

If the returned SafranHE USA's Equipment is found to be incomplete and/or damaged , then SafranHE USA shall be entitled to claim an amount equivalent to the value of missing parts and/or requested repair.

Riverside Police Department shall also pay in full the accrued amount and outstanding invoices and charges to SafranHE USA under this Agreement.

SafranHE USA duties upon termination . SafranHE USA shall, at Riverside Police Department's expenses, promptly deliver all Riverside Police Department's Equipment and related documentation to Riverside Police Department provided that Riverside Police Department has fulfilled all payment obligations under this Agreement and has returned all SafranHE USA's Equipment.

Upon termination of this Agreement and unless otherwise agreed between the Parties, SafranHE USA shall complete all work in progress in accordance with the terms of this Agreement.

14.3. Financial settlement
Riverside Police Department
SafranHE USA
Agreement N' 22.116.SBH

RPO
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20 Dec,2022
~ SAFRAN

HELICOPTER ENG INES

14.3.1 Buy out. On termination or expiry of this Agreement or Engine removal from this Agreement, SafranHE USA, at its own discretion, may provide Riverside Police Department for every Engine which is the subject of this Agreement, either:

14.3.2 14.3.3

14.3.4 14.3.5
(a) an Overhauled Engine or repaired Equipment as Standard Exchange and/or (b) a credit note calculated in accordance with Article 14.3.2 below.

Credit note calculation. SafranHE USA shall calculate this credit note in accordance with the methodology described in Appendix F.

Application of credit note. The credit note will first be applied to any outstanding invoices which Riverside Police Department owes to SafranHE USA under this Agreement. Any remaining credit note will be applied as a credit note to Riverside Police Department's trade account with SafranHE USA and shall be used within three (3) years of termination, expiration or removal, unless otherwise agreed by the Parties.

Timing . SafranHE USA shall settle the buy out as specified in Article 14.3.1 of this Agreement within six (6) months from the termination or expiration date of this Agreement, unless such time period is extended by mutual agreement of the Parties.

Non-Notification. In case of non-notification by Customer to SafranHE USA of the sale or lease expiration of the Covered Equipment which prevents Riverside Police Department from having the Covered Equipment available for SafranHE USA to perform a Standard Exchange as per Section

14.3.1, the credit note provided under Section 14.3.1 will be calculated with a fifty percent (50%) deduction.

ARTICLE 15 -ASSIGNMENT AND TRANSFER

15.1. Riverside Police Department shall not assign or transfer or subcontract or delegate its rights, benefits, duties or obligations under this Agreement, whether voluntarily or involuntarily, by operation of law, or otherwise, including to third party operators, without SafranHE USA's prior written consent.

15.2. Any sale of the ownership interests (e.g., stock, membership interest, partnership interest, etc.) of Riverside Police Department that results in a loss of control, or any merger, consolidation, reorganization, or other similar transaction of Riverside Police Department will be deemed to be an assignment by operation of law.

15.3. Any change of ownership of Covered Equipment will also be deemed to be an assignment by operation of law.

15.4. Any attempted assignment or delegation is void without the consent of SafranHE USA

15.5. If Riverside Police Department assigns its rights or sub-contracts or delegates its duties under this Agreement, whether voluntarily or involuntarily or by operation of law, then SafranHE USA, in its sole discretion, may terminate this Agreement, in whole or with respect to an individual piece of Covered Equipment, or declare a breach of this Agreement and terminate the Agreement in accordance with Article

14.1, in addition to any other remedies of SafranHE USA

15.6. SafranHE USA is entitled to assign at any time the benefits, rights and remedies and/or transfer all or part of its obligations under this Agreement to any of its Affiliates.

SafranHE USA reserves the right, in its sole discretion, to sub-contract any part or all of its obligations under this Agreement or any Order.

ARTICLE 16 -LAW AND JURISDICTION
Jurisdiction and Venue. This Agreement, and any disputes, issues, or disagreements related hereto or arising herefrom shall be interpreted in accordance with and governed by the laws of the State of Texas, Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

RPO
SHE-✓=-;a--
20 Dec,2022
:_; sAFRAN

HELICOPTER ENG INES
without regard to choice of law rules. The Parties consent to the sole jurisdiction and venue in any court of competent jurisdiction in Tarrant County, Texas, and in no other jurisdiction , in any action or proceeding arising out of, or related in any way to, this Agreement.

ARTICLE 17 - MISCELLANEOUS

17.1. Sole Agreement. There are no other agreements or understandings, either oral or written, between SafranHE USA and Riverside Police Department affecting this Agreement. This Agreement cancels and supersedes all previous agreements between SafranHE USA and Riverside Police Department relating to the subject matters covered herein.

17.2. Amendment. In the event Riverside Police Department requests additional services which are not covered by this Agreement, the conditions for the performance of such services will be subject to a specific agreement.

No change, addition to or deletion of any portion of this Agreement shall be valid or binding unless the same is approved in writing by both Parties.

17.3. Language . The official text of this Agreement is in the English language. If this Agreement is translated into another language for the convenience of Riverside Police Department or its personnel, the English version shall prevail in the event of a dispute arising out of the interpretation of this Agreement.

17.4. Further Actions. Each of the parties hereto agrees that they will perform all such other actions as may be necessary or reasonably appropriate to carry out the intent and purposes of this Agreement.

17.5. Waiver. No waiver of any term or condition of this Agreement shall be enforceable unless it is in writing signed by the Party against which it is sought to enforce. The waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by such other Party.

17.6. [Reserved]

17.7. Severability. In the event that specific prov1s1ons of this Agreement are (or become) legally invalid, unenforceable or illegal, the validity of the remaining provisions (or the application of such specific provision to other situations and/or circumstances) shall not be affected; and the Parties will endeavor to agree upon new provisions which will reflect as nearly as possible, the intent of the original provisions to replace those which are invalid, unenforceable or illegal.

17.8. Headings . The Article headings used in this Agreement are for reference and convenience only and shall not affect the interpretation of this Agreement.

17.9. Gender . Whenever in this Agreement the context so requires, the male gender shall include the female and the neuter; the female gender shall include the male and the neuter; and the neuter shall include the male and the female.

17.10. Number. The use in this Agreement of the singular number shall include the plural, and the plural number shall include the singular wherever appropriate .

17.11 . Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one and the same document. For the avoidance of doubt, Riverside Police Department shall send the original executed copy of this Agreement to SafranHE USA within five (5) business days of execution.

17.12. Survivorship. The rights and obligations of the Parties under this Agreement , which by nature survive any expiration or termination of this Agreement (including without limitation, Article 10, Article 13, Article 14, Article 16, and Article 18), shall remain in force notwithstanding any such expiration or termination .

17.13. Appendices . All Appendices are expressly made a part of this Agreement.

17.14. Precedence. In the event of any conflict between the following documents, the order of precedence between them shall be as follows:

Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

RPD
SHE_7,,__,B-,---
20 Dec,2022
:_; SAFRAN

HELICOPTER ENG INES
• the Order with its acknowledgment;
• this Agreement without its Appendices;
• the Appendices.

17.15. Independent Contractors. Neither Party shall have the right to contract or in any other way to enter into commitments on behalf of or in the name of the other Party and shall not by course of conduct or otherwise hold itself out to any third party as having such authority. The relationship of the Parties under the Agreement shall be that of independent contractors.

17.16. Force Majeure . Neither Party shall be liable for failing to perform its obligations under this Agreement or for delay in performing where such failure or delay in performance is due to Force Majeure. Force Majeure means any event which is beyond the reasonable control of a Party including but not limited to acts of war (declared or not declared), civil war, riots, acts of terrorism, natural disasters, floods, earthquake, fires, unusually severe weather, disruption of essential services such as electrical power and broadband network including Internet, quarantine or any precaution taken against contagious, epidemic or pandemic disease, restraints of Government or any competent authority, laws, orders or regulations, industrial actions such as strike, machinery breakdown, computer virus, delays or accidents in the supply of essential raw material or in the dispatch of item related to the Equipment or in the shipment of the same or an exceptional combination of such events. If a Force Majeure event occurs, the affected Party shall notify the other Party within fifteen (15) Days of the occurrence of such event. Such notification shall include at a minimum, the date on which such event commenced, the reasons and the nature thereof, and the estimated duration of the delay. The affected Party shall regularly update the other Party regarding the status of the event and any mitigating action being taken. In the case of Force Majeure the time for performance shall be extended for a period equal to the time lost by reason of the Force Majeure event. These provisions shall not however relieve a Party from using all commercially reasonable efforts to mitigate the effects of the Force Majeure event, to remove such causes and to resume performance with reasonable dispatch whenever the cause of the Force Majeure stops or is removed; Notwithstanding the foregoing, Force Majeure shall not suspend the liability, for failure to perform, of any payment obligation here under.

17.17. Notifications. All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing (in English) and shall be conclusively deemed to have been duly given and received (a) when hand delivered; (b) five days after the same have been deposited in a United States post office via certified mail/return receipt requested; (c) the day sent by facsimile transmission or PDF format through electronic mail ("e-mail") if sent prior to 5:00 P.M. (local Dallas, Texas time), provided that a confirmation copy thereof must be sent no later than the business day following the day of such facsimile or e-mail transmission by another acceptable method under this Section 19.11; or (d) the next Business Day after same have been deposited with a national overnight delivery service (e.g., FedEx) - in each case addressed to the parties at the address set forth on Exhibit L, as applicable . Wherever herein an action must be taken by a particular date, the action must be taken by 5:00 P.M. (local Dallas, Texas time), on such date in order to be effective. A party may change or supplement the addresses given below, or designate additional addresses, for purposes of this Section 19.11 by giving all of the other Parties hereto written notice of the new address in the manner set forth above.

ARTICLE 18 - CONFIDENTIALITY
The Parties hereby agree not to disclose the terms and conditions hereto, as well as the technical documentation, the operation rules, and all information of any nature whatsoever associated with this Agreement (the "Confidential Information"), to third parties, without prior written approval from the other Party hereto and shall limit dissemination of such Confidential Information within its own company on a need-to-know basis. It shall make clear to such individuals their obligation to maintain such Confidential Information in strict confidence.

The receiving Party shall be under no obligation with respect to any Confidential Information which:
1) is at the time of disclosure available to the public; 2) becomes available to the general public at a later date through no fault of the receiving Party; 3) the receiving Party can demonstrate was rightfully in its possession before receipt.

No disclosure, publicity nor public announcement in relation to the content of this Agreement shall be made without the prior written agreement of the other Party unless required by law. SafranHE USA may freely disclose Confidential Information to its affiliates and/or natural persons and/or legal entities with a need-to-know which are bound to SafranHE USA by confidentiality obligations no less onerous than those provided in this Agreement.

Any disclosure by the Receiving Party of any of the Disclosing Party's Confidential Information pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

RPD---:=.---
SHEW
20 Dec,2022
~ SAFRAN

HELICOPTER ENGINES
(a "Legal Order'') shall be subject to the terms of this Section. Prior to making any such disclosure, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy and reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remain subject to a Legal Order to disclose any Confidential Information, the Receiving Party or its Representatives shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's or its Representatives' legal counsel, such Legal Order specifically requires the Receiving Party or its Representatives to disclose and, upon the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

Unless expressly provided otherwise herein, this Agreement does not operate as an assignment or as granting any right to the receiving Party on any patents, copyrights, know-how, registered and unregistered designs, trademarks, trade names or other intellectual property rights of the disclosing Party as may subsist in or be contained in or reproduced in the Confidential Information.

Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately by an award of damages or indemnity or other pecuniary remedy but the disclosing Party shall also be entitled in the event of any such breach to the remedies of injunction for specific performance or other equitable relief in respect of any such breach.

The obligation contained in this article shall survive the termination or expiration of this Agreement for a thirty (30) years period.

ARTICLE 19- ETHIC
Each Party solemnly declares that:

It has not infringed any anti-corruption laws or regulations, It has not been subject to any civil or criminal sanctions, in France or abroad, for infringement of anti­ corruption laws or regulations and that no investigation or proceedings which could lead to such sanctions have been brought against it,
To the best of its knowledge, no executive or manager of its companies has been subject to any civil or criminal sanctions, in France or abroad, for infringement of anti-corruption laws or regulations and that no investigation or proceedings which could lead to such sanctions have been brought against such persons.

Each Party warrants that:

It complies and shall comply with the legal provisions against corruption in accordance with the OECD Convention of 1997 and the United Nations Convention Against Corruption of 2003 (UNCAC), It has not granted and shall not grant, directly or indirectly, any gift, present, payment, remuneration or benefit whatsoever (trip, etc.) to anyone with a view to or in exchange for the conclusion of this Agreement.

Either Party shall notify the other Party of any gift, present, payment, remuneration or benefit whatsoever that it might grant either directly or indirectly to any employee·, officer or representative of the other Party or to anyone that might influence their decision within the framework of the performance of this Agreement and/or order related to this Agreement.

In the event of failure to comply with this Article, the non- defaulting Party shall automatically have the right to terminate the Agreement with immediate effect and without compensation, and without prejudice to any remedies the non­ defaulting Party may have under this Agreement.

Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH
RPD----,.__,-,--
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22 N ov,2022

HELICOPTER ENGINES
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date set forth below :

Printed Name: i\o'( :P:G[j D\?Y-R\t:_1/J
Date: Wo0vvv,\A:1:( ~Q.( '2-D 7?--
Secondary Signature
Date: l}J o vem--._ b v ~, 2-o 2,,1--­
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CERTIFIED AS TO FUNDS AVAILABILITY:

BY: ~S/:f_:;--~.,.--- -
By:

Rahman N. Gerren
Deputy City Attorney
Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH
Riverside Police Department
Signature : ___________ _
Printed Name : _________ _
Date: _____________ _
RPO SHFC_ff ____ ____

APPENDIX A - AIRCRAFT AND EQUIPMENT COVERED BY THIS AGREEMENT Date: September, 09th of 2022
Operator : Riverside Police Department
Contract No.: 22.116.SBH
Engine Type: ARRI EL 2D

AIRCRAFT
TYPE I S/N I Reaistration
H125 I TBD I TBD
H125 I TBD I TBD
- -I I
-
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i: -
I I ,.

I I ..... -
I I
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ENGINES OPERATION ANNUAL ACTIVITY PER ENGINE

TYPE S/N COUNTRY MISSION HOURS CYCLES
ARRIEL 2D TBD USA Police 800 1200
ARRIEL 2D TBD USA Police 800 1200

DATE OF COVERAGE
Contract Signature Date
Contract Signature Date
7l3
N
0 0
(!)
n
N
0 N
N
20Dec,2022

APPENDIX B - LIST OF EQUIPMENT PROVIDED BY SAFRANHE USA UNDER TERMS OF AGREEMENT SafranHE USA reserves the possibility of replacing a removed equipment by an "interchangeable" item, which might bear a different part number.

ARRIEL 2D
DESCRIPTION A.T.ACODE
Module 01 assy - Accessory gearbox 72-61-00-01-001
Module 02 assy - Axial compressor 72-32-00-01-001
Module 03 assy - Gas generator 72-43-00-01-001
Module 04 assy - Power turbine 72-54-00-01-001
Module 05 assy - Reduction Gearbox 72-15-00-01-001
HP/LP pump and metering unit 73-23-00-01-010
20 Dec,2022

APPENDIX C - N/A
20 Dec,2022
APPENDIX D • EXCLUDED EVENTS
The following, without limitation and unless specified otherwise in this Agreement, are not covered by this Agreement:

Standard Exchange of Engine and Module;
Rental of Module;
Level 1 maintenance;
Supply of consumables and Accessories as per maintenance manual (except where specifically covered under Appendix Band Appendix C hereto);
Erosion (except where specifically covered under Appendix C hereto); FOO (except where specifically covered under Appendix C hereto); Standard Exchange of repairable Accessories and Accessories with TBO (except where specifically covered under Appendix B)
Standard Exchange of Accessories with TBO (except where specifically covered under Appendix B); Standard Exchange of repairable Accessories (except where specifically covered under Appendix B); Unjustified Removal not confirmed by the Designated Center or its authorized representative assessment and/or anticipated return of Equipment;
Repair or replacement of Equipment attributable to the Equipment not having been installed, maintained, operated in compliance with the OEM manuals;
Repair or replacement of Equipment attributable without limitation to: flight in sand-laden atmosphere, unscheduled removal consecutive to a sudden drop in EPC (Engine Power Check) margin, fouling of the gas passage areas, lightning strike, immersion in water, hard landing of or dropped Equipment, propeller electrical leads shorting, fire, theft, explosion, use of one Engine inoperated 30 second rating, incorrect storage protection, use of maximum contingency rating beyond the maximum limitation, overheating , sulfidation; Non-mandatory modifications;
Transformation of the Equipment into another version, upgrade or conversion to another power rating, upgrade to standard;
Military to civil conversion or civil to military conversion; Repair or replacement of Equipment attributable to the deterioration of a component belonging to the Aircraft; Repair attributable to, and/or Replacement of, missing parts, non-approved source parts, stolen parts in Equipment;
Repair or replacement of Equipment resulting from a 'Parts Manufacturing Authority' component not installed by Safran Helicopter Engines, or from removal or defacing of Safran Helicopter Engines' name, identification mark, or serial number;
Repair or replacement of Equipment attributable to prior repair or replacement at a servicing facility other than Safran Helicopter Engines approved center;
Repair or replacement of parts attributable to missing or incomplete Equipment documentation; Repair or replacement of Equipment attributable to incidents, accidents during transport, handling, storage, packaging;
Repair or replacement of Equipment attributable to Aircraft incidents and/or accidents that are not Safran Helicopter Engines' responsibility;
Fuels or lubricant equipment, anti sand filters, fuel nozzle cleaning or performance recovery or desalination compressor washes (other than for those required for Equipment testing at Designated Center); Corrosion;
Any other events not listed as covered under this Agreement in Article 5. 20Dec,2022
APPENDIX E ·HOURLY AND CYCLE RATE APPLICABLE TO THIS AGREEMENT The hourly rate applicable in year 2022 at 2022 economic conditions, is set at $188.86 USO (One Hundred and eight dollars and eighty six cents), VAT not included, per Operating Hour.

The Cycle rate applicable in year 2022 at 2022 economic conditions, is set at $16.09 USO (Sixteen dollars and nine cents), VAT not included, per Operating Cycle.

An early enrollment discount of 20% due to the Engines TSN or Aircraft TSN being inferior to Three (3) Months and inferior to 25 flight hours has also been granted in the hourly rate. This early enrollment discount shall apply until the 3rd anniversary date from delivery of the new Aircraft(s) or until the Engine TSN reach 1000 hours whichever event comes first. Therefore it shall result in the hourly rate of $151.09 USO (One hundred and fifty one dollars and nine cents) and Cycle rate of $12.87 USO (Twelve dollars and eighty seven cents) at 2022 economic conditions, VAT excluded per Operating Hour.

Aircrafts with Engines subject to an early enrollment discount:

Aircraft Type Aircraft 5/N Reaistration Number
H125 TBD TBD
H125 TBD TBD
Pursuant to article 11 of the Agreement, the above rate(s) shall be escalated as follow:
- Fixed Escalation formula :

Aircraft or Enaine Delivery
TBD
TBD
The Hourly annual escalation rate will be fixed at Three Percent (3.0%) per year for the duration of the Agreement and shall be escalated on the first day of each year beginning Jan. pt 2023. The rate will remain effective until the 31 st of Dec. each year until termination of the Agreement.

The Cycles annual escalation rate will be fixed at Three Percent (3.0%) per year for the duration of the Agreement and shall be escalated on the first day of each year beginning Jan. 1st 2023. The rate will remain effective until the 31 st of Dec. each year until termination of the Agreement.
73 20 Dec,2022
APPENDIX F · BUY-IN ·BUYOUT
1- BUY-IN
The Buy-In Fee is set at 176.45 USO (One hundred seventy six dollars and forty five cents).

This amount corresponds to the hours and Cycles already consumed at September, 09th of 2022.

BUY-IN FEE SPLIT
Buy-In rate - Mod & ace (catalogue) 161.41 USO /Flight hour Module weight 90.70%
Accessories weight 9.3%
Ratio Buy-In Fee/ hourly rate (catalogue) 81 .19%
Modules and accessories Weight
Engine Variant ARRIEL2D
Module1 8%
Module2 12%
Module3 55%
Module4 13%
Module5 12%
FWS 30%
HMU 70%
The Buy-In Fee shall be pa id cash, according to the corresponding invoice. 2- BUY OUT TERMS & CONDITIONS
In case of expiry or termination of the Agreement and in accordance with Article 14.3, Riverside Police Department may be granted a buy-out (credit note).

The buy-out (credit note) amount shall be calculated adding:

For each module:
• the *buy-out reference rate multiplied by the number of hours consumed since last Overhaul or where the Equipment has not yet been subject to Overhaul, since first date of entry into operation and using the **Weighting Methodology.

For each Life Limited Part:
• the catalogue price of the new Life Limited Part multiplied by the number of Cycles consumed divided by the life limit of the part.

Depending on the termination reason or if expiry, the rate and price of Life Limited Part so defined shall be then decreased by the below percentage in order to define the buy-out reference rate:
- 10% in case of accident whose direct consequence is the hull and/or the Engines become non repairable, in case of sale of a covered engine and purchase of another engine under Safran Helicopter Engines SSH contract, - 10% in case of contract expiry and in case of termination and immediate signature of another type of support contract with Safran Helicopter Engines,
- 30% in case of any other Agreement termination.
73 20Dec,2022
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HELICOPTER ENG INES
Definitions:
* The buy-out reference rate shall be defined using the ratio of 81 .19% agreed and used at Agreement signature to determine the Buy-in reference rate (see here above Buy-in calculation) and by applying this ratio of 81.19% to the SBH rate in force at the date of expiry or termination.
** Weighting Methodology consists in giving a financial weight to each module as per above table as also used for Buy­ in calculation
3- BUY-IN DETAILS
The total Buy-in Fee is detailed by Engine as follows:

SIN
ENGINE 1: AR.RIEL 2 D 12345
Module 1
Module 2
Module 3
Module 4
Module 5
FWS
HMU

TOTAL MODULES AND ACCESSORIES
Axial compressor
Centrifugal compressor
Injection Wheel
HP Turbine Disc
Free Turbine Disc

TOTAL LLP
Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH
Consumed life
1 1
1 1
1 1
1 1
1 1
1 1

Buy-In (catalogue)

0.0 0.0

0.0 0.0

0.0 0.0

0.0 0.0 USD

0.00 0.0

0.0 0.0

0.0 0.0 USD

0.0 USD
RPD-----,,_.,_,.....

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20 Dec,2022

APPENDIX G - N/A
20 Dec,2022

APPENDIX H - CERTIFICATE OF TITLE TRANSFER
I. TRANSACTION TYPE:

SBH Standard Exchange
On behalf of Riverside Police Department, I, on this : _ day of ____ , 20 _, Hereby, acknowledge receipt of and right title and interest to the following Standard Exchange Equipment pursuant to the terms and conditions of SBH Agreement
II. EQUIPMENT RECEIVED FROM SAFRANHE USA:

Variant Description Part Serial# TSN CSN Sales Order# Purchase Order I further confirm that the following Equipment has been returned to SafranHE USA , and that right, title and interest to the Equipment has been passed to Safran HE USA under the terms and conditions of the SBH Agreement between the Parties or under the Terms and Conditions of SafranHE USA Spare Parts Price Catalog .

Ill. EQUIPMENT RETURNED TO SAFRANHE USA
Removed from
Variant Description Part Serial# TSN CSN NCSN Engine SN Reason for Removal :

Core Due Date:

Equipment returned to SafranHE USA, shall undergo an inspection to ensure that Equipment has been operated in accordance with the manufacture's specifications and has not suffered damage due to poor maintenance, erosion, corrosion, overheating, surging or from the ingestion of foreign object(s) , or from an accident or incorrect storage protection, or from the use of maximum contingency rating beyond the maximum limitation. In the event SafranHE USA discovers any of the aforementioned an additional invoice shall be issued to cover the cost of repair or replacement of such damaged returned equipment. SafranHE USA reserves the right to reject any returned equipment that has been subjected to any of the aforementioned conditions .

IV.BILL OF SALE
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS :

COUNTY OF TARRANT §
20 Dec,2022
:=; sAFRAN

HELICOPTER ENG INES
That the undersigned Safran HE USA, for and in consideration of the transfer this day by Riverside Police Department to Safran HE USA of certain property, and other goods and valuable consideration, the full receipt and sufficiency of which are hereby acknowledged and confessed, does hereby BARGAIN , SELL, AND DELIVER unto the Riverside Police Department , its successors and assigns all of the property described in Section II, and Riverside Police Department does hereby BARGAIN, SELL, AND DELIVER unto SafranHE USA, its successors and assigns all of the property described in Sections Ill, TO HAVE AND TO HOLD the property, together with all and singular rights and appurtenances thereunto in anywise belonging unto the delivering party, its successors and assigns . (Initial) Riverside Police Department hereby certifies that: (i) Riverside Police Department is the owner of the property; (ii) the property described is free of any liens or encumbrances; and (iii) while the property remains subject to this transfer no liens or encumbrances shall arise. Riverside Police Department further certifies that the status of any property subject to a lien or encumbrance has been properly updated to reflect the release of the lien or encumbrance in any domestic or international registry system. Specified Equipment in Section Ill shall be complete, including updated logbook or log cards, in packaging which conforms to the manufacturer's specification for long distance freight , to Safran HE USA using one of the following shipment options: (1) The Riverside Police Department shall ship at its own risk and expense Specified Equipment to SafranHE USA; or (2) The Riverside Police Department has the option of using the SafranHE USA pick-up service and be invoiced per the applicable charges according to the pick-up service price list; providing necessary information to arrange the pick-up. Specified Equipment must be packaged as outlined herein above, including carrier documentation for transportation purpose and any form transmitted by SafranHE USA when applicable and made available to the freight service for pick-up (FCA conditions 2010 incoterms at Riverside Police Department's facility). If signer is not the owner of the property, but is an agent-in-fact on behalf of the Riverside Police Department ("Agent"), Agent certifies and warrants that: (i) it has the authorization to sign on behalf of Riverside Police Department (ii) it has the authority to transfer ownership of the property on behalf of the Riverside Police Department and (iii) it shall indemnify and hold SafranHE USA harmless against any damage or loss suffered because of a breach of this Bill of Sale to the Certificate of Title Transfer.(lnitial) Specified Equipment in Section Ill must be shipped to SafranHE USA or available to the freight service for pick­ up along with logbook or log cards within ten (10) days from receipt of shipment or as per terms of current contract. Beyond this time limit, Riverside Police Department or "Agent" shall pay a daily fee of $300.00 per day for Engine/Modules and $100.00 per day for HMU/FCU in addition to the applicable exchange price determined at the point of sale. Failure to return a core asset after forty-five (45) days will result in a complete cancellation of the exchange agreement and the Riverside Police Department will be invoiced the full catalog price plus late penalties of the asset.

Riverside Police Department AUTHORIZATION:

USA AUTHORIZATION:

Name :

Title:

Date:

Signature:

Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH
Name :

Title :

Date:

Signature :

SafranHE
RPD
SHE--,7=--y,...,--
Date: September , 09th of 2022
Operator : Riverside Police Department
Contract No.: 22.116 .SBH
Engine Type: ARRI EL 2D
REPORTING MONTH :

Module 2
Module 3
Module4
Module 5

HMU/FCU
Enaine
Module 1
Module 2
Module 3
Module 4
Module 5

HMU/FCU
HOURS DECLARED = WHOLE NUMBERS

APPENDIX I - MONTHLY OPERATING REPORT

COMPLETE FLEET OF ENGINE MUST BE INDICATED (INCLUDING NON FL YING OR SPARE ENGINES) THIS MONTHLY OPERATING REPORT IS DUE BEFORE THE 10th OF EVERY MONTH

TSN IS TO BE PROVIDED ONLY FOR ENGINES WITHOUT TSO AND COVERED BY THIS AGREEMENT

LOCATION
73 I\)
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CD
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Date: September, 09th of 2022
Operator: Riverside Police Department
Contract No: 22.116.SBH
Engine Type: ARRIEL 2D

AIRCRAFT ENGINE

TYPE I S/N S/N
I Enaine
Module 1
Module 2
Module 3
Module4
Module 5

HMU/FCU
I Enaine
Module 1
Module 2
Module 3
Module4
Module 5

HMU/FCU
I Enaine
Module 1
Module 2
Module 3
Module 4
Module 5

HMU/FCU
I Enaine
Module 1
Module 2
Module 3
Module4
Module 5

HMU/FCU

TSN/TSO

APPENDIX J - SCHEDULED REMOVAL PLAN

CSN MONTH - CURRENT CIVIL YEAR
1 2 3 4 5 6 7 8 9 10

MONTH - NEXT CIVIL YEAR
11 12 1 2 3 4 5 6
73 N
0 CJ
(I)
n
N
0 N
N
Operator : Riverside Police Department
Contract No: 22.116.SBH
Engine Type: ARRIEL 2D

AIRCRAFT ENGINE

TYPE I S/N S/N
I Enqine
Module 1
Module2
Module3
Module4
Module 5

HMU/FCU
I Enaine
Module 1
Module 2
Module 3
Module4
Module 5

HMU/FCU
I EnC1ine
Module 1
Module 2
Module 3
Module 4
Module 5

HMU/FCU
I EnC1ine
Module 1
Module 2
Module3
Module4
Module 5

HMU/FCU

TSN/TSO CSN
1 MONTH - CURRENT CIVIL YEAR
2 3 4 5 6 7 8 9 10 11

MONTH - NEXT CIVIL YEAR
12 1 2 3 4 5 6
7lJ
I\)
0 0
(t)
n
I\)
0 I\)
I\)
20 Dec,2022

APPENDIX K - EQUIPMENT REMOVAL REPORT
Date: September , 09th of 2022
Operator : Riverside Police Department
Contract No: 22.116.SBH
Engine Type : ARRIEL 2D

AIRCRAFT

TYPE I S/N
I
DATE OF REMOVAL:

ENGINE
MODULE 1
MODULE 2
MODULE 3
MODULE 4
MODULE 5

COMPONENT DESIGNATION

SYMPTOMS

POSSIBLE CAUSE OF EVENT

FIELD REP

RECOMMENDATIONS

REPLACEMENT EQUIPMENT
FITTED {IF SPARES)
ENGINE

TYPE I S/N I TSN/TSO
I I

REMOVED EQUIPMENT

VARIANTS P/N S/N TSN/TSO
I CSN
I
CSN
20 Dec,2022

APPENDIX L - LEASE AGREEMENT
This lease agreement (hereinafter referred to as "the Lease Agreement") is entered into this ************ Between
Safran Helicopter Engines USA, Inc ("SafranHE USA"),
A company incorporated under the Laws of United States of America with registration number 75-1711969 and whose registered office is at 2709 Forum Drive, Grand Prairie , Texas 75052, United States of America, and represented by Mr.

Thierry DERRIEN acting as President & Chief Executive Officer.

And
Riverside Police Department ("LESSEE")
A company incorporated under the Laws of United States of America with registration number XXXX and whose registered office is at 7020 Central Avenue, 92504 Riverside, CA, United States of America and represented by XXXX acting as XXXX.

Hereinafter collectively referred to as "the Parties".
20 Dec,2022

1. PURPOSE AND SCOPE.

Pursuant to the SBH Agreement, Reference No. C-SBH-SafranHEUSA-2022-BT-2, signed between the Parties on the September, 09th of 2022 (hereinafter referred to as "the Agreement"), SafranHE USA may, as part of the Services provided under the Agreement, lease to Lessee certain engines, modules and accessories (hereinafter referred to as "Leased Equipment").

The purpose of this Lease Agreement is to set forth the specific terms and conditions governing each leasing of Leased Equipment (hereinafter referred to as a "Lease") made in accordance with the Agreement.

The particular of each Lease shall be detailed in a Lease Equipment Form, as appended hereto, to be executed by the Parties prior to any Leased Equipment being shipped to the Lessee.

The provisions of this Lease Agreement are supplemental to the Agreement which terms shall, where relevant, apply to this Lease Agreement and to each Lease and are hereby incorporated by reference.

For the purpose of this Lease Agreement, SafranHE USA, at its sole discretion, shall furnish newly manufactured, remanufactured or used Leased Equipment which shall be deemed to be airworthy.

2. TERM
This Lease Agreement shall become effective upon its signature by both Parties and the entry into force of the Agreement and shall be automatically terminated upon expiration or termination of the Agreement.

Current Lease(s) shall automatically terminate upon termination of this Lease Agreement.

3.FEES
The provision of Leased Equipment is part of the Services offered under the Agreement and accordingly shall be covered by the pricing conditions set forth in Article 11 .1 and Appendix E thereof.

SafranHE USA may require the Lessee to present a deposit prior to Leased Equipment being delivered under this Lease. In the event a deposit is required the following conditions shall apply:

1. Deposit amount shall be determined by SafranHE USA prior to execution of the Lease Equipment Form.

2. Deposit shall remain in a non-interest bearing account with SafranHE USA until such time as the Leased Equipment has been returned in accordance with the Section 6 below.

3. Provided the Lessee has complied with all obligations under Section 8, the deposit shall be returned to the Lessee by SafranHE USA.

4. OPERATION OF EQUIPMENT
a. Leased Equipment shall only be permitted for use in regular commercial or corporate service, in compliance with the applicable SafranHE USA Engine Maintenance Manuals and operating instructions. b. Unless otherwise consented to in writing by SafranHE USA, Lessee shall operate Leased Equipment only in (hereinafter referred to as "the Territory"). Any operation of the Leased Equipment outside such Territory shall induce immediate termination of the Lease.
c. Lessee shall permit only licensed operators to fly the Aircraft fitted with Leased Equipment. d. Lessee shall carry out Field and/or Modular Maintenance (Level 1 and 2), as applicable in accordance with the Agreement and shall keep updated records of maintenance and performance in accordance with the SafranHE USA Maintenance Manuals and written instructions. The Lessee shall obtain SafranHE USA's written approval prior to performing any other maintenance activity on the Leased Equipment. e. Lessee shall not permit any Leased Equipment to be used in violation of any governmental laws, ordinances, rules, regulations, or contrary to the provision of any applicable insurance policy. f. Lessee shall indemnify and hold SafranHE USA and its Affiliates and each of their respective directors, officers, employees and insurers harmless from any and all fines, forfeitures, damages or penalties resulting from violation of such laws, ordinances, rules or regulations. 20 Dec,2022
SAFRAN

HELICOPTER ENG IN ES
g. Lessee shall notify SafranHE USA immediately of any and all accidents involving Leased Equipment. Such notice shall be in writing and include full details of the accident and the names and addresses of all parties and witnesses. Lessee shall keep SafranHE USA and its insurers fully informed of all claims, suits or proceedings arising out of any accident involving Leased Equipment. Lessee shall forward to insurer and SafranHE USA a copy of every demand, notice, summons or other process received in connection with any and all claims, suits or other legal proceedings resulting from an accident involving Leased Equipment.

5. REPAIRS AND MAINTENANCE
a. Lessee shall be responsible for all charges and expenses arising out of the operation of the Leased Equipment, as set forth under Article 11 of the Agreement.
b. In addition, Lessee shall be responsible for all expenses arising out of any Leased Equipment failures caused by:

1. Lessee failing to operate Leased Equipment in accordance with the applicable Manuals and procedures;

2. Lessee's negligence with respect to Leased Equipment;

3. Lessee's failure to properly transport, store, install, maintain, or utilize Leased Equipment in accordance with the Agreement and the current operating recommendation and directions of SafranHE USA;

4. Any other events defined in Appendix D of the Agreement as Excluded Events. c. SafranHE USA shall invoice Lessee and Lessee shall be liable for and shall pay to SafranHE USA all amounts incurred by SafranHE USA to repair or overhaul Leased Equipment due to any of the above-described causes.

6. OWNERSHIP OF LEASED EQUIPMENT
a. This is a lease only and shall not in any way be construed as a contract or agreement for the sale of Leased Equipment.
b. Lessee acknowledges and agrees that SafranHE USA is the owner of all Leased Equipment hereunder, all of which shall remain subject to possession and control by SafranHE USA. c. Lessee further acknowledges and agrees that it has the possessory right to use and operate the Leased Equipment, which possessory right shall be forfeited upon return of the Leased Equipment or termination or expiration of this Lease Agreement in any manner.
d. Lessee shall not sell, transfer, sublease or pledge as security any Leased Equipment covered by this Lease Agreement and shall neither make nor permit any alterations to Leased Equipment without the prior written consent of SafranHE USA.
e. Lessee shall not relocate the Leased Equipment to a site other than that where the Leased Equipment was first delivered without the prior written consent of SafranHE USA, which such consent may be withheld by SafranHE USA for any reason whatsoever.
f. Lessee shall provide to SafranHE USA prior written notice of any change in the ownership or identity of Lessee upon which SafranHE USA shall have the option of immediately terminating current Lease(s) upon written notice to Lessee.
g. Lessee shall be responsible for all risk of loss to Leased Equipment during the term of a Lease. h. SafranHE USA may substitute Leased Equipment of like kind and quality for any of the Leased Equipment covered under a Lease. Lessee shall afford SafranHE USA unrestricted access to the Leased Equipment.

7. DELIVERY
a. The Lessee shall provide SafranHE USA with the airway bill evidencing the shipping of Lessee's Equipment to be repaired or overhauled in accordance with the Agreement, prior to shipment of the Leased Equipment by SafranHE USA to the Lessee whenever the Lessee's Equipment is under AOG. b. SafranHE USA reserves the right to make the same request as above in writing in any other circumstances. c. Lessee's Equipment shall be delivered to SafranHE USA for Services to be performed in accordance with Article 9 of the Agreement.
d. Subject to the above conditions a) and b) and receipt of the deposit by SafranHE USA where applicable, Leased Equipment shall be delivered to the Lessee in accordance with Article 8 of the Agreement.

8. RETURN OF LEASED EQUIPMENT
Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH
RPO_~~
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20 Dec,2022
~ SAFRAN

HELICOPTER ENG INES
The Lessee shall comply with the following return of Leased Equipment stipulations:
a. Upon expiration or termination of each Lease or this Lease Agreement, Leased Equipment shall be returned forthwith and without delay, at Lessee's expense, to SafranHE USA Designated Center in accordance with the Agreement.
b. Lessee shall return Leased Equipment in the same condition as when received by Lessee, ordinary wear and tear excepted. If Leased Equipment is returned in unsatisfactory condition, after inspection by SafranHE USA, Lessee shall pay as an additional charge any and all costs incurred by SafranHE USA to clean, repair and replace any damage to Leased Equipment.
c. Leased Equipment is leased as complete and acknowledged as such by Lessee. Lessee shall return Leased Equipment in like configuration. Lessee shall pay as an additional charge any and all cost incurred by SafranHE USA to replace any missing parts in accordance with Article 11 .3 of the Agreement. d. Lessee shall return Leased Equipment to SafranHE USA within fifteen (15) calendar days following the expiration or termination of corresponding Lease or of this Lease Agreement for any reason. In the event Lessee fails to return Leased Equipment within said fifteen (15) calendar days period, without prejudice to SafranHE USA's other rights and remedies, an amount equal to 300 USO (three hundred US Dollars) per calendar day shall be assessed against Lessee for each day until Leased Equipment is returned to SafranHE USA.
e. Prior to Lessee removing Leased Equipment from Lessee's Aircraft, Lessee shall carry out the following checks in accordance with the SafranHE USA Maintenance Manual and Article 5.4.5 of the Agreement: i) Ground Run Checks in accordance with Maintenance Manual Chapter 71; (ii) Vibration Checks in accordance with Maintenance Manual Chapter 71; (iii)Usual checks after last daily flight in accordance with Maintenance Manual Chapter 5; and (iv) Power Assurance Check in accordance with Flight Manual; and (v) FCU or HMU Characteristics Control in accordance with Maintenance Manual chapter 73; and (vi) Rear bearing permeability check in accordance with Maintenance Manual chapter 72. Such checks shall be recorded using the Post Rental Checks form as referenced in the Agreement under Appendix 2 of this Lease Agreement. Such form, upon being fully completed, shall be sent to SafranHE USA as soon as the checks have been carried out. f. Lessee shall record in the logbook power ratings as confirmed prior to Leased Equipment removal. g. Lessee's failure to perform, record and report the power assurance checks referred to in e) above will result in Lessee being subject to and liable for an additional charge in an amount corresponding to the cost incurred by SafranHE USA to perform the necessary checks.
h. Upon return of the Leased Equipment, SafranHE USA shall inspect said Leased Equipment and if applicable shall invoice Lessee for any missing, replaced or damaged components or accessories in accordance with the current SafranHE USA Price list.

9. LIABILITY
Lessee shall be fully responsible for and shall indemnify SafranHE USA, its officers, directors, employees or insurers in respect of loss of or damage to any Leased Equipment under its custody and control pursuant to the terms of this Lease Agreement.

Lessee shall be fully responsible for, shall indemnify and shall waive all rights of recourse against SafranHE USA, its officers, directors, employees or insurers in respect of any and all claims, losses, liabilities, suits, judgements, expenses and costs (including attorney fees) or the like in any way connected with the death of or injury to any person whomsoever, or loss of or damages to any property of any person, entity or company when arising out of, or having its origin in the Leased Equipment.

10. INSURANCE
Lessee shall take out and maintain in force the following insurance:

All Risk Rental Equipment Insurance
Lessee shall include the Leased Equipment in its Aircraft third party liability insurance policy and shall take out and maintain an all risk insurance with respect to the Leased Equipment and all parts therein both when installed on an Aircraft and while removed from an Aircraft for the full value of the Leased Equipment with Lessee responsible for payment of any applicable deductibles and a delegation of insurance indemnity to SafranHE USA settled.

Riverside Police Department
SafranHE USA
Agreement N' 22.116.SBH
RPO. __ _
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20 Dec,2022
~ SAFRAN

HELICOPTER ENG IN ES
Such insurance shall include a breach of warranty cover and SafranHE USA must be added as an additional insured and sole loss payee and shall receive at least thirty (30) Days' prior notice in the event of cancellation or modification to the policy limits. The policy shall be primary in the event of loss and a provision must be made indicating that where there is more than one insured the policy shall respond as if each were separately insured.

Upon request by SafranHE USA, Lessee shall provide certificate of insurance as per the above provisions .

All insurance policies referred to in this article shall contain the indemnity, hold harmless and waiver of subrogation provisions contained under article 9 in favour of SAFRAN HELICOPTER ENGINES, its officers, directors, employees and insurers. Lessee shall supply SafranHE USA with certificates of insurance evidencing that such waiver, indemnity and hold harmless provisions are agreed by Lessee's insurers.

11. TERMINATION
Without prejudice to its other rights and remedies, SafranHE USA may immediately terminate current Lease(s) by written notice if Lessee is in breach of any of its obligations under this Lease Agreement and SafranHE USA has served written notice of the breach to Lessee specifying the facts giving rise to the same; and Lessee fails to remedy the breach within thirty (30) Days after receipt of the above mentioned written notice.

For the purposes of this article, a breach of the Lessee's obligations of Customer shall include (without limitation) the following events:

1. Lessee fails to deliver within fifteen (15) calendar Days from the date of receipt of the Leased Equipment, its Lessee's Equipment that is to be repaired or overhauled.

2. Lessee fails to provide its authorization to perform such repair or overhaul Services within fifteen (15) calendar Days following its receipt of SafranHE USA's cost estimate for such repair or overhaul.

3. Safran HE USA deems its ability to recover the Leased Equipment to be in jeopardy.

12. APPLICABLE LAW- JURISDICTION
This Lease Agreement shall be subject to, governed by and interpreted in accordance with US law excluding its provisions on conflict of laws.

Any dispute that the Parties fail to resolve amicably within a time period of one (1) month as of its notification, shall be brought exclusively before the Courts of Tarrant County, Texas, USA For SafranHE USA
Name:

Title:

Signature:

Riverside Police Department
SafranHE USA
Agreement N' 22.116.SBH
For Riverside Police Department:

Name:

Title:

Signature:

RPD_==-
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20 Dec,2022
APPENDIX 1
SafranHE USA Leased Equipment Form

1. Pursuant to the Lease Agreement under the SBH Agreement no. C-SBH-SafranHEUSA-2022-BT-2 signed between the Lessee and SafranHE USA, to which this Leased Equipment Form is appended as Appendix 1, all particular pertaining to the Leased Equipment and the Lessee's Equipment being returned to SafranHE USA for repair or overhaul Services are recorded below.

Leased Equipment :

Engine/Module• Type: xxx
Serial Number: xxx
TSN/TSO: XXX
CSN/CSO: xxx
(Note*: please state if ECU is included or not)
Lesse Property:

Engine/Module Type: xxx
Serial Number : xxx
TSN/TSO: XXX
Reason for Removal: xxx
Both Parties understand and agree that the above information is true and accurate and shall only be altered or modified in writing by signing a new Leased Equipment Form.

2. In accordance with Section 3 of the Lease Agreement, SafranHE USA requires Lessee to present a deposit prior to shipment of Leased Equipment. All information pertaining to the deposit shall be recorded below.

Deposit amount required: xxx
For SafranHE USA
Name:

Title:

Signature:

For LESSE
Name:

Title:

Signature:
7F
20 Dec,2022
APPENDIX 2

RENTED EQUIPMENT PRE-REMOVAL CHECKS
Results to be sent to SafranHE USA
SAFRAN HE site address: Customer order
Date:

Customer:

Address:

Tel. N°: Fax N°: Email:

Helicopter type:

Registration N°:

Eauioment tvoe: PIN: SIN:

At installation Date TSN TSO CSN cso
I At removal I Date I TSN I TSO I CSN
1 cso

DESCRIPTION OF INSPECTIONS TO BE PERFORMED BEFORE REMOVAL Isolated module : the engine power check is required only for the gas generator module 1- Ground run inspection in compliance with Maintenance Manual chapter 71. (please attach records) 2- Vibrations inspection in compliance with Maintenance Manual chapter 71. (please attach records) Oil t e
I Oil type
3- Inspection after last flight of the day in compliance with Maintenance Manual chapter 5 if applicable. (please attach the inspection sheet)
4- Engine power check in compliance with Flight Manual (please provide thelast 3 powers checks) Nota Bene: Please insert the Engine and/or Module's Pn and/or Sn each sheet of this form.

DESCRIPTION OF INSPECTIONS TO BE PERFORMED BEFORE REMOVAL OF ISOLATED FCU / HMU ARRIEL 1 - FCU:
1 - FCU characteristics test
2 - Leak test of deceleration control unit
ARRIEL 2 - HMU Single Channel:
1 - Check Combined Regulation Mode and Emergency Mode (Flight Manual) 2 - Inspection and test of leakage
ARRIEL 2 HMU - Double Channel:
1 - Check of Manual Mode (Flight Manual)
2 - Functional test with channel B
3 - Inspection and test of leakage
ARRIUS 1:
1 - Leak Check at the HP pump/ metering unit drain pipe 2 - Check of stop electro valve
ARRI US 2 - HMU:
20 Dec,2022
; SAFRAN
1 - Check of Manual Mode (Aircraft Maintenance Manual)
ARRIUS 2 F - FCU:
1 - Test of functional point of hydro-mechanical governor MAKILA 1:
1 - Check of static droop line
Riverside Police Department
SafranHE USA
Agreement N° 22.116.SBH

HELICOPTER ENG INES
RPD __ _
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