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Home My WebLink AboutSafran - Amendment to agreement - 01.01.23o May,2023 14 Mar,2023 (-) (C!IIICEI'tlni SAFRAN HELICOPTER ENGINES AMENDMENT TO Support By the How- AGREEMENT This amendment to the Support By the Hour Agreement dated as of the Nov. 30`^ 2007, is by and between Safran Helicopter Engines USA, Inc., a Delaware Corporation ("SafranHE USA") and City of Fresno a California municipal corporation ("Customer"). SafranHE USA and Customer are parties to a Support By the Hour (SBH) Maintenance Contract, Agreement NO.C260307PPL. All Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. Effective Bate: January 1", 2023, the parties agree to amend the Agreement as follows: Article 3 — Duration The term of this agreement shall commence as of the date hereof, set forth in the initial paragraph of this amendment (the "effective date") and shall remain in effect for three (3) years until Dec. 31n 2025 unless terminated earlier in written accordance with terms of the Agreement. The Agreement will be subject to additional one (1) year extensions at the agreement of both parties. Article 10-1nsuranee 10.5.1. CUSTOMER 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 City of Fresno Police Department Air Support Unit shall maintain comprehensive aircraft third party liability insurance for an amount of not less than one million US dollars (1,000,000.00 USD) per aircrafts operated by City of Fresno Police Department Air Support Unit for any one occurrence and aggregate per year. Hangar Keeper's Liability Insurance or Property on Care or Custody Insurance City of Fresno Police Department Air Support Unit 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 City of Fresno Police Department Air Support Unit. 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 Safi-anHE USA, City of Fresno Police Department Air Support Unit 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. City of Fresno Police Department SafranHE USA Agreement N° C206307PPLA03 Page 1 of 4 FPO, SH 0 May,2023 14 Mar,2023 C2 C['i'fdEnliol HELICOPTER ENGINES SAFRAN 10.5.4 Insurance obligations in case of Leasing 1) Insurance in Transit. City of Fresno Police Department Air Support Unit 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 City of Fresno Police Department Air Support Unit 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. City of Fresno Police Department Air Support Unit further agrees that during such time any SafranHE USA Owned Equipment or supplies are installed in City of Fresno Police Department Air Support Unit's aircraft. City of Fresno Police Department Air Support Unit 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) City of Fresno Police Department Air Support Unit shall also maintain at all times Aircraft and BODILY INJURY AND PROPERTY DAMAGE INSURANCE, including Passengers, in an amount of at least five million US Dollars (5,000,000.00 USD) for CUSTOMER operating up to five (5) aircrafts Combined Single Limit. Article 17—Confidentiality Data Protection. The Parties, as non joint controller, exchange contact details of the persons in charge of the management of their business relationship and of the monitoring of the services. Both Parties undertake to comply with the national and European regulations regarding data protection and in particular to only use personal data for the purpose of performing the Services, to implement ell the necessary measures of security and confidentiality in order to protect this type ofdata, to ensure the compliance of potential transfer outside the European Union, to delete said data at the expiry of the retention period agreed between the Parties or any deadline provided by law and to reply to any request from data subjects. Furthermore, each Party undertakes to give notification to the otherParty in case of any security breach that may have consequences on the data processing. Article I1— Pricing conditions APPENDIX F URLY RATE APPLICABLE TO THIS AGREEMENT The hourly rate applicable in year 2023 at 2023 economic conditions, is set at $246.44 USD (Two hundred and forty six dollars and forty four cents), VAT not included, per Operating Hour. The cycle rate applicable in year 2023 at 2023 economic conditions, is set at $1 1.41 USD (Eleven dollars and forty one cents), VAT not included, per Operating Hour City of Fresno Police Department SafranHE USA Agreement N° C206307PPLA03 Page 2 of 4 FPD SHE 0 May,2023 14 Mar,2023 C- Crll :C: e11 tl Dl SAFRAN HELICOPTER ENGINES Pursuant to article l l of the Agreement, the above rate(s) shall be escalated as follow: - Capped Escalation formula: P - P x (1+Rn%) n rr 1 Pn = Applicable price for year n Kn = Formula result, which represents the yearly prices escalation, before application of minimum/maximum level (as described hereunder), from year N-1 to year N, based on cost environment and expressed in percentage. Rn = yearly prices escalation based on Formula, after application of minimum/maximum level, applicable from year N-1 to year N and expressed in percentage. Indexes of reference (n-3): Indexes computed as an average of the values of the 12 months from January n-3 to December n-3 Indexes of revision (n-2): Indexes computed as an average of the values of the 12 months from January n-2 to December n-2 Kn . r $w'rw n 2. I O.fi0.15 Ai7'r rv2" n12 _ Ni"rev2" n 1 P,dG2 n 2 AIuB"rr.J" n•7 NIII )lgane) rv2 O.Ofi � 1 • 0,05 0,05 • 0.1 N."rrr7" n•3 PrdG2 n 3 L Sw"r e.- n J Ai2'rev2 n 3 AluBltv3' n-3 Nlll )lilant) nJ J Irrr�_,_: r:-11r,trl.arlrlll r,l. �ll�r� Sw"rev" 1565183 httips: 1/w►vw.insee.fr/frlstatisti q ueslserie/001565183 Ai2"rev2" 10536479 btt12s://www.inseP.frJfrlstAtistiqueslscric/OI0-1;36479 AIuB "rev3" 10534657 htt p s:l/►►►rw.insee.fr/frlstatisti q ues/serie/010534657 1 r ent.defe se. ouv.frlaehats-darmentcnt/re►•iser-les- NITI (Titane) Indice DGA Prix-indices-icare Ni"rev2" 10534660 h tt p s:/1w•w► Artsee.frlfrlstaIisfig ues/seric/010534660 lltt s://armo enient.defense. uv.fr/achats-darmenient/reviser-les- PsdG2 Indice DGA i3rix-indices-icare Application of minimum/maximum levels as follows: Parties agree that escalation shall be in the window between a minimum of three percent (3%) and a maximum of five percent (5%). Should the formula result (Kn) be below or above these caps, the differential will be shared equally (50%/50%) between the Parties. Should the result of the escalation formula be lower than zero, then zero (0) shall apply to calculate the share. i.e: no escalation below one point five percent (1.5%) is applicable. City of Fresno Police Department SafranHE USA Agreement N° C206307PPLA03 Page 3 of 4 FPD SNI;&�7— 14 Mar,2023 SAFRAN Ka M Kn < 3 3<Kn<5 Kn>5 C? - Coni,den;jal Rn (o/o) i.-_ . 3—(3-Kn)/2 Kn 5+(Kn-5)/2 All other terms and conditions of the Agreement apply. AGREED TO: City of Fresno Police Department Air Support [:� Signatur Printed: Title: Date: Attest: Todd Stermer, CMC City Clerk By:�L 6—I^ZD2� Deputy Approved as to form: Andrew Janz City Attorne By: Dep y i ttor ey City of Fresno Police Department SafranHE USA Agreement N° C206307PPLA03 HELICOPTER ENGINES Safran Helicopter Engines USA, Inc. Signature: 4111r, Printed: Thierry Derrien Title: President and CEO Date: 7" � 2: d Safran Helicopter ng SA,. Inc. Printe off y Basset— Chercot Title: Chief Financial Office (CFO) f� Date:. 3o a 43 Page 4 of 4 FPD SHE�t