14070 EXHIBIT C -FINAL.PDF

14070 EXHIBIT C
In consideration of the following promises and mutual agreements, the parties agree as follows:
ARTICLE 1: DESCRIPTION AND PRODUCTION CONFIGURATION. Seller agrees to sell and Purchaser hereby
agrees to purchase from Seller the equipment in the quantities and at the agreed unit and total prices, all as set forth on
Appendix 1 and any Amendment(s) thereto (hereinafter “Equipment”). The Equipment will be manufactured in accordance
with Seller's production configuration at the time of manufacture for the selected model (hereinafter “Production
Configuration”). Seller unilaterally reserves the right to revise the Production Configuration at any time to conform to
regulations of any civil aviation authority or Seller's current manufacturing, design, or engineering requirements. Such
revisions may result in changes to the Acceptance Month and/or Purchase Price. Seller will notify Purchaser as soon as
practicable if manufacturing changes will affect Acceptance Month as defined in Article 4. Purchaser agrees that Seller
accepts no liability to Purchaser as a result of any delays necessary due to manufacturing changes. Except as otherwise
provided under this Agreement, any increase to the Purchase Price will be agreed to by both parties in a written amendment
to this Agreement.
ARTICLE 2: PURCHASER’S CONFIGURATION. Purchaser shall provide a detailed configuration as soon as
practicable, but no later than six (6) months (180 days) prior to the Acceptance Month specified in Article 4. If the date on
this Agreement is within six (6) months of the Acceptance Month as specified in Article 4, Purchaser shall provide the
detailed configuration within fourteen (14) calendar days of signature of this Agreement. Appendix 1 will be amended to
reflect the Purchaser Specified Configuration and final pricing as may be required.
a. Definition. A Detailed Configuration includes interior and exterior definitions, kits, installed accessories and
customizing.
b. Late Configuration. If Purchaser does not provide a Detailed Configuration when required, Seller may, at its sole
discretion, take any one or any combination of the following actions: (a) change the Acceptance Month; (b) increase the
price; (c) levy inventory carrying costs, hangar fees or costs for any required maintenance actions.
c. Configuration Changes. Any Purchaser requested configuration changes to the Equipment will be agreed to by both
parties in a written amendment to this Agreement and may result in an adjustment to the total purchase price of the
Equipment, payment schedule and/or Acceptance Month as defined in Article 4.
ARTICLE 3: PRICING AND PAYMENT TERMS. Purchaser shall pay Seller the total purchase price for the Equipment
as specified in Appendix 1, or as specified in any Amendment(s) thereto. The price of the Equipment does not include any
sales, use, personal property, value-added, excise or similar tax or assessments which may be imposed by any governmental
authority upon this sales transaction, the Equipment or the use of the Equipment by Purchaser, and any such costs if imposed
shall be the responsibility of the Purchaser.
a. is encouraged to make final payment by wire transfer no later than 72 hours prior to Acceptance.
a. Acceptable Methods of Payment. All payments shall be made in United States dollars by a single wire transfer, check
drawn from Purchaser’s account or such other negotiable instruments acceptable to Seller. Details of acceptable
payment methods are contained in the Payment Policy attached to this Agreement as Exhibit 1.
b. Taxes. Purchaser agrees to pay and indemnify Seller against taxes or assessments as referenced herein (including
interest or penalties that may arise from nonpayment), as well as any withholding taxes, customs, duties or other
assessments by any governmental authority so that in all instances Seller receives payment (after any taxes or
assessments) equal to the sales price. Purchaser agrees to execute any documentation necessary to avoid the imposition
of or receive exemption from applicable taxes. These provisions shall inure to any successor or approved assignee of
Purchaser and shall survive until six (6) months after the expiration of any applicable statute of limitations.
ARTICLE 4: ACCEPTANCE AND DELIVERY. As long as a signed contract is received no later than September 15,
2014, the Equipment shall be accepted by Purchaser no later than December 31, 2014 ("Acceptance Month") at Seller's
facility as specified in Appendix 1 and any Amendment(s) thereto. If Purchaser is financing the Equipment, Seller may, at its
sole discretion, change the Acceptance Month on a day-for-day basis for delay created in receipt of financing approval.
Purchaser may elect to inspect and accept the Equipment at Seller’s designated facility or may elect to waive such inspection
and accept the Equipment by waiver.
b. Notice. Seller will notify Purchaser at least fifteen (15) calendar days prior to the date the Equipment will be available
for inspection (hereinafter "Inspection Date").

c. Inspection. No later than ten (10) calendar days after the Inspection Date, Purchaser shall inspect and flight test the
Equipment at Seller's facility. In the event the Equipment is not in compliance with this Agreement, Purchaser shall
specify to Seller in writing any deficiencies with the Equipment. Following cure of such deficiencies, the parties shall
continue the acceptance procedure. Purchaser may elect to waive such inspection and accept the Equipment by waiver
as described in paragraph c below.
d. Acceptance and Acceptance Date. If the Equipment is in compliance with the terms of this Agreement, Purchaser
shall execute either a Seller's Certificate of Acceptance or a Seller’s Certificate of Acceptance with Waiver of Inspection
(collectively “Certificate of Acceptance”), sent by E-mail or FAX for the Equipment. Purchaser’s execution of this
document shall constitute final acceptance of the Equipment and serve as Purchaser’s acknowledgement that the
Equipment conforms to the specified configuration and the requirements of this Agreement (“Acceptance”). The date of
execution by Purchaser of the Certificate of Acceptance shall be deemed to be the “Acceptance Date”.
e. Failure to Inspect/Accept the Equipment. If Purchaser fails to inspect and accept the Equipment within the ten (10)
calendar days specified above for reasons not attributable to Seller, Seller shall, at its sole discretion, have the option to
terminate this Agreement and retain all payments previously made by Purchaser as liquidated damages but not as a
penalty and/or to assess inventory carry costs to Purchaser. These costs may include, but are not limited to, things such
as hangar fees or costs for any required maintenance actions.
f. Delivery. Seller will deliver the Equipment F.O.B. Destination Prepaid.
ARTICLE 5: RISK OF LOSS AND TRANSFER OF TITLE. Risk of loss of the Equipment shall pass to Purchaser upon
receipt by Seller of the signed Certificate of Acceptance as defined in Article 4. Seller shall transfer title to the Equipment
free and clear of any and all liens, privileges, encumbrances, charges and rights of others either directly to the Purchaser or, in
the case of financed Equipment, per the terms of the fully executed finance documentation upon receipt and acceptance of all
monies owed under this Agreement.
Purchaser has sole responsibility for registration of the aircraft on the U.S. Registry or foreign country civil aviation registry
as required by applicable law.
ARTICLE 6: TRAINING. Any training provided by Seller specified in Exhibit A-1 herewith, must be used no earlier
than six (6) months prior to and no later than two (2) year after the Acceptance Date. Such training shall be conducted at
Bell's Customer Training Academy in Fort Worth, Texas. Purchaser shall be responsible for all expenses including without
limitation, travel, lodging, and meals, incurred by Purchaser's representatives receiving training. Purchaser shall provide their
own helicopter for training in models 427 and 412.
ARTICLE 7: EVENTS OF DEFAULT AND TERMINATION. In the event that (i) this Agreement is breached,
canceled or terminated by Purchaser for any cause whatsoever, except for reasons set forth in Article 12 or (ii) Purchaser fails
to pay any payments or other charges for which it is responsible under this Agreement when due, Seller shall have the right to
terminate this Agreement and retain all payments previously made by Purchaser as liquidated damages but not as a penalty.
In the event this Agreement is terminated by Seller for any reason other than those listed above, the sole liability of Seller
shall be to return any payments made by Purchaser for Equipment not delivered.
ARTICLE 8: WARRANTY. Purchaser hereby elects one of the following Warranty Options:
 Two Years/2000 Hours Prorated, whichever occurs first.
X Two Years/1000 Hours Non-Prorated, whichever occurs first.
 Three Years/500 Hours Non-Prorated, whichever occurs first.
In the event the Purchaser does not make a Warranty Option election, Purchaser shall be deemed to have selected a Warranty
Option of “Two Years/1000 Hours Non-Prorated, whichever occurs first”. Selected warranty is fully transferable and terms
of the Equipment warranty are set forth in Appendix 2. Additional warranty information can be found at
www.bellhelicopter.com under the Product Support Section of the “Support and Services” menu.
ARTICLE 9: WIRE STRIKE PROTECTION. SELLER HIGHLY RECOMMENDS THE INSTALLATION OF WIRE
STRIKE PROTECTION (“WSP”) AS IT MAY REDUCE OR MINIMIZE THE SEVERITY OF INJURIES AND DAMAGE
SUSTAINED AS A RESULT OF AIRCRAFT CONTACT WITH ABOVE GROUND CABLES AND/OR POWER LINES.
BY SIGNING THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT (I) THE WSP IS INTENDED TO
CAPTURE AND CUT WIRES WITHIN ITS CAPTURE PARAMETERS AND (II) THE WIRE STRIKE KIT, AS
INSTALLED, WILL NOT CUT ALL CABLES OR WIRES CONTACTED BY AN AIRCRAFT IN FLIGHT, NOR

PREVENT LOSS OF CONTROL AS A RESULT OF ALL WIRE STRIKE INCIDENTS. PURCHASER CERTIFIES BY
SIGNING THIS AGREEMENT THAT THE WSP WAS RECOMMENDED BY SELLER AND THAT THE DECISION TO
INSTALL SUCH EQUIPMENT IS AT THE SOLE DISCRETION AND RISK OF PURCHASER.
ARTICLE 12: FORCE MAJEURE. If Seller shall be unable to perform its obligations under this Agreement because of
intervention of a Force Majeure event, which term shall include but not be limited to strikes, lockouts or other labor
disturbances, riots, epidemics, war, governmental actions, inactions or regulations (including, but not limited to, preemptive
priority allocation rights of the U.S. Government), fire, weather, difficulty in obtaining qualified parts or materials, failure of
performance by subcontractors or other causes beyond its control, Seller shall not be responsible for delays in acceptance,
delivery or performance under this Agreement. Seller shall give reasonable notice to Purchaser upon the occurrence of a
Force Majeure event. If a delay in delivery or performance extends beyond 180 days from the last day of the scheduled
Acceptance Month specified in Article 4, either party may terminate this Agreement, whereupon the sole liability of Seller
shall be to return any payments made by Purchaser for Equipment not delivered.
ARTICLE 14: KNOW YOUR CUSTOMER. Execution and performance of this Agreement, including any payments
made hereunder, may be governed by applicable rules and regulations governing the transfer of money and related anti-
money laundering legislation. As such, Purchaser agrees to cooperate with Seller and provide additional information in
accordance with Seller’s “Know Your Customer” policies, including, but not limited to, providing information regarding
monies paid in the execution of this Agreement. Seller will make its best efforts to ensure that such compliance efforts do
not result in delays in execution and performance under this Agreement. Nevertheless, Purchaser acknowledges that failure
to meet these compliance requirements or the failure of Purchaser to cooperate with Seller in these efforts may result in
delays or termination of this Agreement at the sole discretion of Seller.
ARTICLE 15: RESPONSIBILITY FOR CERTAIN LOSSES. Neither party shall hold the other responsible for loss or
damage to its property or injury to or death of its employees, agents, or representatives at the facilities of the other party in
the course of performing this Agreement, except as a result of the other party's willful misconduct. The foregoing applies,
without limitation, to losses caused by mechanical defects, parts failure or accidents.
ARTICLE 17: SEVERABILITY AND WAIVER. If any provision of this Agreement is or becomes null or unenforceable
by force of law, the other provisions shall remain valid and enforceable. Waiver of one provision by either party shall not act
as waiver of any other provision.
ARTICLE 18: OUTSIDE COMPLETION SUPPORT. Purchaser acknowledges and agrees that Seller has no
responsibility for providing any documentation or Seller data to Purchaser or Purchaser's designated customizing vendor to
support any outside completion support not included as part of this Agreement and that any delays or costs that result from
such support shall be the sole responsibility of Purchaser and its designated customizing vendor.
ARTICLE 19: NOTICES. Notices required under this Agreement shall be in writing and sent by electronic mail or FAX
with confirmation to the respective parties by courier or registered mail, and to the addresses set forth in the first paragraph of
this Agreement unless otherwise specified by the parties in writing. All notices delivered hereunder shall be deemed given
on the date they are transmitted or placed in the hands of the post or courier for delivery as appropriate.
NEW HELICOPTER WARRANTY
Two Years / 1,000 Hours Non-Prorated
Seller warrants each new helicopter to be free from defect in material or workmanship under normal use and service. Seller’s
sole obligation under this warranty is limited to replacement or repair of parts which are determined to Seller’s reasonable
satisfaction to have been defective within 1000 hours of operation or two (2) years after delivery, whichever occurs first and
reimbursement of reasonable freight charges. During the first 200 hours of use Bell will reimburse the Purchaser for
reasonable labor charges associated with warranty related issues. Spare parts installed as warranty replacement on
helicopters which are covered by this New Helicopter Warranty will be warranted for the balance of the original ship
warranty or the spare part warranty, whichever is most advantageous for the customer. Defective parts must be reported in
writing to the Seller’s Warranty Administration within 90 days of being found defective. Replacement of parts may be with
either new or reconditioned parts, at Seller’s election. Warranty adjustment is contingent upon the Purchaser complying with
the Warranty Remedies as described in the Commercial Warranty Information brochure and the Seller’s Warranty

Administration disposition instructions for defective parts. Failure to comply with all of the terms of this paragraph may, at
Seller’s sole option, void this warranty.
The following information is applicable to all warranty programs:
Parts, components and assemblies of all new helicopters may have been restored or reworked due to mars, blemishes, dents
or other irregularities during the manufacturing process. Such restoration and/or rework is permitted under Seller’s approved
manufacturing and engineering processes and guidelines. The restoration and/or rework so completed does not render such
items defective in material or workmanship.
THIS WARRANTY IS GIVEN AND ACCEPTED IN PLACE OF (i) ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (ii) ANY OBLIGATION, LIABILITY,
RIGHT, CLAIM OR REMEDY IN CONTRACT OR IN TORT (DELICT), INCLUDING PRODUCT LIABILITIES
BASED UPON STRICT LIABILITY, NEGLIGENCE, OR IMPLIED WARRANTY IN LAW.
This warranty is the only warranty made by Seller. The Purchaser’s sole remedy for a breach of this warranty or any defect
in a part is the repair or replacement of helicopter parts and reimbursement of reasonable freight charges as provided herein.
Seller excludes liability, whether as a result of a breach of contract or warranty, negligence or strict product liability, for
incidental or consequential damages, including without limitation, damage to the helicopter or other property, costs and
expenses resulting from required changes or modifications to helicopter components and assemblies, changes in retirement
lives and overhaul periods, local customs fees and taxes, and costs or expenses for commercial losses or lost profits due to
loss of use or grounding of helicopters or otherwise.
Seller makes no warranty and disclaims all liability in contract or in tort (delict), including, without limitation, negligence
and strict tort (delictual) liability, with respect to work performed by third parties at Purchaser’s request and with respect to
engines, engine accessories, batteries, radios, avionics, and Purchaser-furnished equipment or equipment manufactured by
others and installed at Purchaser’s request including but not limited to paint, upholstery, carpeting, except Seller assigns each
manufacturer’s warranty to Purchaser to the extent such manufacturer’s warranty exists and is assignable.
This warranty shall not apply to any helicopter or part thereof which has been repaired or altered outside Seller’s factory in
any way so as, in Seller’s sole judgment, to affect its stability, safety or reliability, or which has been subject to misuse,
negligence or accident. Repairs and alterations which use or incorporate parts and components other than genuine Bell parts
or parts approved by Bell for direct acquisition from sources other than Bell itself are not warranted by Bell, and this
warranty shall be void to the extent that such repairs and alterations, in Seller’s sole judgment, affect the stability, safety or
reliability of the helicopter or any part thereof, or damage genuine Bell or Bell-approved parts.
No person, corporation or organization, including Bell Customer Service Facilities, is authorized by Seller to assume for it
any other liability in connection with the sale of its helicopters and parts, nor to make any warranties beyond the foregoing
warranty nor to change any of the terms hereof. NO STATEMENT, WHETHER WRITTEN OR ORAL, MADE BY ANY
PERSON, CORPORATION OR ORGANIZATION, INCLUDING BELL CUSTOMER SERVICE FACILITIES MAY BE
TAKEN AS A WARRANTY NOR WILL IT BIND SELLER.
Seller makes no warranty and disclaims all liability with respect to components or parts damaged by, or worn due to
corrosion. Seller makes no warranty and disclaims all liability for consumables (wear items) which are defined as items
required for normal and routine maintenance or replaced at scheduled intervals shorter than the warranty period.
“Consumables” include but are not limited to engine and hydraulic oil, oil filters, packings and o-rings, anti-corrosion and/or
sealing compounds, brush plating material, nuts, bolts, washers, screws, fluids, compounds, and standard aircraft hardware
that is readily available to aircraft operators from sources other than Seller.
This Contract shall be governed by the laws off the state of Arizona. Venue for any actions or lawsuits involving this
Contract will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting
in Phoenix, Arizon

Bell Helicopter Textron Inc.
Payment Policy
In light of a rapidly evolving business environment in which a multitude of payment options are available to our domestic
and international customers, for your convenience Bell Helicopter would like to reiterate the acceptable forms of payment for
its goods and services. To ensure that you or your customer will receive goods or services without delay, we ask that all
payments be made as set forth below.
The following payment methods are acceptable for each payment due under this Agreement:
1. WIRE TRANSFER:
A single wire transfer from Purchaser’s bank account to Seller’s bank account. Purchaser should exercise due care
to ensure that the wire transfer accurately reflects that it is from Purchaser and make reference to the specific goods
or services for which payment is being made. Any errors or unexplained references in the wire transfer could result
in delays in processing and Acceptance as defined in Article 4.
Wire payments for invoices issued from Bell Helicopter Textron Inc. - Fort Worth should be routed as shown below.
Payments on invoices issued from other Bell Helicopter locations should be paid to their appropriate banking
institution. Please contact the Bell Helicopter location with whom you are dealing if there are any questions
regarding these payments.
Wire transfers for Bell Helicopter Textron Inc.
should be sent to: JPMorgan Chase
One Chase Manhattan Plaza
New York, NY 10005
ABA No. 02-10-000-21
FOR THE ACCOUNT OF BELL HELICOPTER
TEXTRON INC. Account No. 910-1-332626
Swift No. CHASUS33

END-USE and END-USER STATEMENT
The intended End-User of this aircraft is: Aircraft Identification:
Name: Maricopa County Sheriff’s Office Model: Bell 407GX
Address: 550 W. Jackson St. Phoenix, AZ 85003 Ship Serial Number:
Delivery/Acceptance Date:
The intended End-Use of this aircraft is (check all that apply):
Commercial Transport (e.g. sightseeing)
EMS
Government/Military Transport
Law Enforcement/Homeland Security
Offshore
Utility (e.g. Firefighting, Mosquito Control, Electronic News Gathering, etc.)
VIP Transport
Other (please specify): _______________________________________________
_____________________________________________________________________
The intended country where this aircraft will be registered: United States
The intended country or countries where this aircraft will be used:
United States
The undersigned hereby certifies that the information above is true and correct as of the date shown below, and agrees to
notify Bell Helicopter as soon as practicable if any of the provided information changes prior to final delivery of the aircraft.