2. 1st Amendment 05/15/2024 GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: May 22, 2024
TO: Kevin Wilson
Acting County Administrator
ATTN: Pedro Mercado
Senior Assistant County Attorney
FROM: Liz Yongue, Deputy Clerk
SUBJECT: May 15, 2024 BOCC Meeting
The following items have been executed and added to the record:
N5 1 st Amendment to the Agustawestland Helicopter Purchase Contract increasing
the purchase amount by $149,100.00, for a total purchase price of$53,149,100.00, to provide for
tracking equipment and paid for by the MCSO.
N6 Interlocal Agreement with the Monroe County Sheriff s Office for purposes of
providing the funding for Amendment 1 of the helicopter purchase agreement with
AgustaWestland Philadelphia Corporation.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
to AMENDMENT No. 1
dated May 26,2023
BETWEEN
MONROE COUNTY
AND
CORPORATION
ofAW-23-0048
Company General Use
AMENDMENT No. I
to the CONTRACT
dated May 26,2023
This Amendment to the sales contract dated the May 26, 2023, Ref. AW-23-0048 between AgustaWestland
Philadelphia Corporation and Monroe County(hereinafter referred to as the"CONTRACT")is made between:
AGUSTAW ESL AND PHILADELPHIA CORPORATION with a place of business at 3050 Red Lion
Road,Philadelphia,Pennsylvania, 19114 USA(hereinafter referred to as"SELLER")and
MONROE COUNTY,a political subdivision of the State of Florida,whose address is 1100 Simonton Street,
Suite 205,Key West,Florida 33040,(hereinafter referred to as"BUYEW'),
collectively referred to as"PARTIES"
Whereas SELLER and BUYER entered into the CONTRACT for the purchase of three(3)factory-new model
AW 139 helicopters(herein referred to as the"HELICOP'I'FR(S)")at the terms and conditions set out therein;
Whereas the BUYER and SELLER have agreed to further amend the CONTRACT as set forth in this
Amendment No. 1.
Now therefore,the PARTIES hereto agree as follows:
A) The above recitals are integral to and a substantial part of this Amendment and, unless the context
otherwise requires, the words and expressions contained in this Amendment shall have the same
meaning identified within the CONTRACT.
B) SELLER and BUYER have agreed to amend the CONTRACT in accordance with the following:
1. L INEK
The Configuration described in Enclosure I of the CONTRACT shall be amended with the addition of
the following kit:
Addition:
o 30-K-322-5CM SATCOM Iridium Skytrac ISAT200A with Fleet Tracking and E-
Mail
2. EHILL
As the result of the addition of the 30-K-322-5CM SATCOM Iridium Skytrac ISAT200A with
Fleet Tracking and E-Mail kit to Enclosure 1 of the CONTRACT per each Helicopter,Article 2
PRICE of the CONTRACT is deleted in its entirety and replaced with the following language:
"I'he total CONTRACT price corresponding to the price of the SUPPLIES as per Article I is
Fifty-Three Million One Hundred Forty-Nine Thousand One Hundred U.S.Dollars
($53,149,100.00):
Company General Use
1. HELICOPTER(S)as detailed in Seventeen Million Seven Hundred Sixteen
Enclosure I Thousand Three Hundred U.S. Dollars
($17,716,300.00) each for
HELICOPTER#I and#2
Seventeen Million Seven Hundred Sixteen
Thousand Five Hundred U.S.Dollars
($17,716,500.00)for HELICOPTER#3
2. TRAINING as detailed in No additional charge
Enclosure 2
3. SERVICES as detailed in No additional charge
Enclosure 3
4. ADDITIONAL SERVICES No additional charge
as detailed in enclosure 4
5.WARRANTY as detailed No additional charge"
in Enclosure 5
3. PAYMENT
As the result of the addition of the 30-K-322-5CM SATCOM Iridium Skytrac ISAT 200A with
Fleet Tracking and E-Mail kit to Enclosure I of the CONTRACT per each Helicopter, Article 3 —
PAYMENT of the CONTRACT is deleted in its entirety and replaced with the following language:
3.1 Purchase Price Installments. With the exception of the payment required under sub-section(c)below-
which payment shall be made directly by the buyer, payment of the total Purchase Price shall be made
through direct bank transfer from the BUYER's escrow account through the BUYER's escrow agent -
,rmi Trust, in accordance with its financing instruments to the bank designated by SELLER, against
SELLER's commercial invoices,by instalments,as follows:
(a) BUYER shall make the first installment payment against the Purchase Price within thirty(30)
days following the execution and delivery of this CONTRACT, which shall be in the amount
of One Million Five Hundred Thousand US Dollars(US$1,500,000.00),less the amount of the
deposit currently held by SELLER of One Hundred Fifty Thousand US Dollars
(IJS$150,000.00)for the net amount of One Million Three flundred Fifty Thousand US Dollars
(US$1,350,000.00).
(b) BUYER shall make the second instalment payment against the Purchase Price in the amount of
Four Million Four Hundred Thirty-five Thousand Six Hundred US Dollars(US$4,435,600.00),
which shall be due twelve(12)months prior to Delivery(as defined in Section I of the General
'berms hereto)for each HELICOPTER.
Company General Use
(c) BUYER shall make the third installment payment against the Purchase Price in the amount of
One Hundred Forty-Nine Thousand,One Hundred US Dollars(US$ 149,100.00),which shall be
due within (45) days from the execution of this Amendment 1 representing payment for 3
SATCOM Iridium Skytrac ISAT 200A with Fleet Tracking and E-Mail = one:unit for each
HELICOPTER. by made Payment shall.be directly the buyer upon receipt of invoice from the
Y .. . y p p
seller.
(d)' BUYER shall make balance payments for each HELICOPTER at Delivery of each
HELICOPTER i PT n accordance with:Section n 1 of the General Terms hereto.
(e) Title transfer for each new HELICOPTER and risk of loss shall transfer to BUYER at the time
of in accordance with Section 1 of the General Terms hereto.Transfer of title will
take place in Monroe County,Florida at the time of Delivery of each HELICOPTER.
All banking costs and expenses related to the payments under this Section 3.1 above shall be at
BUYER's expense.
C) Except as specifically amended by this Amendment No. 1,all existing provisions of the
CONTRACT and thereto shall remain in full force and effect.
•
D) This Amendment shall become legally binding and effective on the date of signing of this Amendment
No. 1
In witness whereof the Parties have caused this Amendment No. 1 to be executed by their authorized
representatives.
it" ,
Agusta stla .r 2Aelphia Corporation Monroe County
i
Name Clyde M. Woltman Name...H.Olay..Merril1.R $their. ...
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ASSIST, 4 UNTY ATTORNEY
Date 5-15-24 ,
Company General Use