05/15/2024 Agreement 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
INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT("Agreement" or "ILA") is entered into this 1511
day of May 2024 by and between the Monroe County Sheriff's Office ("MCSO") and the
Monroe County Board of County Commissioners ("County").
WITNESSETH:
WHEREAS, MCSO operates 3 helicopters that provide Monroe County citizens and
visitors with life saving medical evacuation flights aboard MC SO ("'I"raumastar") helicopters-,
and
WHEREAS, the current fleet of Traumastar helicopters are approaching the end of their
service lif`c; and
WHEREAS, the County entered into an agreement ("Original. Agreement") dated May
25, 2023 with AgustaWestland Philadelphia Corporation ("AgastaWestland") for the purchase of
3 replacement Tra,umastar helicopters for a total contract price of $53,000,000 which will be
flown by MCSO under an operating agreement with the County; and
WHEREAS, at the May 1.5, 2024 regularly scheduled Board of County Commissioners
meeting the County and AgustaWestland entered into time 11, amendment to the Original
Agreement with AgustaWestland in order to provide for tracking equipmenta�board each of the 3
helicopters which will enhance the safety of the crews and patients flying aboard the helicopters;
and
WHEREAS, the County desires to equip each of the 3 helicopters with an Iridium
Skytrac ISAT 200A with fleet tracking and e-:mail system at a unit cost of$49,700 per unit which
will increase the total purchase price of the Original Agreement between the County and
AgustaWestland by $149,100; and
WHEREAS, the MCSO desires, and has the funds available, to fully fund the purchase
of the tracking equipment.
NOW THEREFORE, the MCSO and the County do mutually agree as follows.-
Section 1. The foregoing recitals are true and correct and are incorporated herein and
made a part of this Agreement.,
Section 2. Within 30 days of the approval of this [[,A by the County, MCSO shall transfer
One Hundred Forty-Nine Thousand, One Hundred Dollars ($149,100.00) to the County,
Section 3. The County will maintain the $149,100 in a dedicated account to be used
solely for the payment of the Iridium Skytrac ISAT 200A with fleet tracking and e mail system at
a unit cost of$49,700.00 per unit as provided for in Amendment 1 of the Agreement between the
County and Ag usta Westland attached hereto as Exhibit A.
Section 4.. Governing Law and Venue ® This.Agreement shall be governed by the laws of
the State of Florida, Any and all legal action necessary to enforce the Agreement will be held in
Monroe County and the Agreement will be interpreted. according to the laws of Florida. In the
event that any cause of action or administrative proceeding is instituted for the enforcement or
interpretation of this Agreement, the County and Sheriff agree that venue and jurisdiction will lie
in the appropriate court or before the appropriate administrative body in Monroe County, Florida.
The County and Sheriff agree that, in the event of conflicting interpretations of the terms or a
to of this Agreement by or between any of the the issue shall be submitted to mediation prior
to the institution of any other administrative or legal proceeding.
Section 5. Severability - The invalidity, illegality, or unenforceability or any provision of
this Agreement, or the occurrence of any event rendering any portion or provision of this
Agreement void or voidable, shall in no way affect the validity or enforceability of any other
portion or provision of the Agreement. Any void or voidable provision shall be deemed severed
from the Agree ment and the balance of the Agreement shall be construed and enforced as if the
Agreement did not contain the particular portion or provision held to be void. The Parties further
agree to reforin the Agreement to replace any stricken provision with a valid provision. that
comes as close as possible to the intent of the stricken provision. The provisions of this section
shall not prevent the entire Agreement from being held void should a provision which is of the
essence of the Agreement be determined to be void by a court of cornpetent jurisdiction.
Section 6. Records - 'I'lie Parties shall maintain all books, records, and documents
directly pertinent to performance under this Agreement in accordance with generally accepted
accounting principles consistently applied. Each of the Parties to this Agreement or their
authorized representatives shall have reasonable and timely access to such records of any other
of the Parties to this Agreement for public records purposes during the term of the Agreement
and for four years following the termination of this Agreement.,
Section 7. Authority - Each party represents and warrants to the other that the execution,
delivery and performance of this Agreement have been duly authorized by all necessary County
and Sheriff action, as required by law.
Section 8. Binding Effect - 'the terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and Sheriff and their respective legal
representatives, successors, and assigns.
Section 9. Cooperation In the event any administrative or legal proceeding is instituted
against any of the Parties relating to the formation, execution, performance, or breach of this
Agreement, County and Sheriff agree to participate, to the extent required by the other party, in
all proceedings, hearings, processes, meetings, and other activities related to the substance of this
Agreement or provision of the services under this Agreement. County and Sheriff specifically
agree that none of the Parties to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
Section 10. Covenant of No Interest - County and Sheriff covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict in any manner
or degree with its perform once under this Agreement, and that only interest of each is to perform
and receive benefits as recited in this Agreement.
Section 11. Code of E Ahics - County and Sheriff agree that officers and employees of the
County and Sheriff recognize and will be required to comply with the standards of conduct for
public officers and employees as delineated in Section 1.12.313, Florida Statutes, regarding, but
not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information,
Section 12. No Solicitation/Payment The County and Sheriff warrant that, in respect to
itself, it has neither employed nor retained any company or person, other than a bona fide
employee working solely for it, to solicit or secure this Agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement.
Section .13. Non-Reliance by Non Parties - No person or entity shall be entitled to rely
upon the terms, or any of them, or this Agreement to enforce or attern.pt to enforce any third-
party claim or entitlement to or benefit of any service or program contemplated hereunder, and
the County and the Sheriff agree that neither the County nor the Sheriff or any agent, officer, or
employee of either shall have the authority to inform, counsel, or otherwise indicate that any
particular individual or group of individuals, entity or entities, have entitlements or benefits
under this Agreement separate and apart, interior to, or superior to the community in general or
for the purposes contemplated in this Agreement.
Section 1.4. No Personal Liability - No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe
County or Sheriff in his or her individual. capacity, and no member, officer, agent or employee or
Monroe County or Sheriff shall be liable personally on this Agreement or be subject to any
personal liability or accountability by reason or the execution of this Agreement.
Section 15, Section Headings - Section headings have been inserted in this Agreement as
a matter of convenience of:reference only, and it is agreed that such section. headings are not a
part of this Agreement and will not be used in the interpretation of any provision of this
Agreement.
Section 16. Integration and Modification - "This Agreement is adopted by County and
Sheriff as a final, complete and exclusive statement of the terms of the Agreement between
County and Sheriff. The Agreement may not be modified unless such modifications are
evidenced by an am. endmentin writing signed by all the Parties.
•
Section 17. Notice - Any notice, demand, communication, or request requiredq or
• perm•itted her•eunder• sh• all be in •writingand delivered in �erson or sent:b• certified marlpostage : : .
•
prepaid, or:overnight courier.as follows:
As To County:
County Attorriey's Office .
1111 :12, Street, Suite 4.08 :
Key West Florida 33040 ,
Attention: Pedro J. Mercado .
As To•the Sheriff
Monroe County Sheriffs Office :. .
5525 College Road .
• Key.West Florida 3.3040 .
Attention: Chief Michael Rice : : -
p g�
Notices' shall be effective. when received at the address s ecified above. changes in the
respective addresses:to which such:notice may be directed may:be.made from:time to time:by : • :
. : . : : . any party by written:notice to the other party.Nothing contained in this Article shall be construed . : .:
: I to restrict the transmission of routine communications between representatives: of:Sheriff and :
: ( County. :
IN WITNESS:WHEREOF, :the parties hereto have accepted,:made and executed this : ' ::
Agreement upon•the terms:and:conditions above stated on the day and year first written above.
�,,, fi,y _.. \(SEAL);:; • M• ONRO •ECOUNTY BOARD OF
',,,, y,.` t,"_u..,Attest:�� v Madok, Clerk of Court COUNTY COMMISSIONERS
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Richard A. Ramsay,Sheriff .: ,
Date: : Q51 o 2.—c ..Z.,..t, - -
Monroe County Sheriff's Office
Approved as t 16f �111
By'
Patric, M "ullah General Counsel
Date � ��
EXHIBIT A
AMENDMENT No. I
to the CONTRACT
dated May 26,2023
BETWEEN
MONROE COUNTY
AND
AGUSTAWESTLAND PHILADELPHIA
CORPORATION
Ref. AW-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:
AGUSTAWESTLAND 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"BUYER"),
collectively referred to as"PARTIES"
Whereas SELLER and BUYER entered into the CONTRACT for the purchase of three(3)factory-new model
AW139 helicopters(herein referred to as the"HELICOPTER(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. CONFIGURATION CHANGE
The Configuration described in Enclosure 1 of the CONTRACT shall be amended with the addition of
the following kit:
• Addition:
o 30-K-322-5CM SATCOM Iridium Skytrac ISAT 200A with Fleet Tracking and E-
Mail
2. PRICE
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 1 of the CONTRACT per each Helicopter,Article 2—
PRICE of the CONTRACT is deleted in its entirety and replaced with the following language:
"The total CONTRACT price corresponding to the price of the SUPPLIES as per Article 1 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 1 Thousand Three Hundred U.S.Dollars
($17,716,300.00)each for
HELICOPTER#1 and 92
Seventeen Million Seven Hundred Sixteen
Thousand Five Hundred U.S.Dollars
($17,716,500.00)for HELICOPTER 93
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 1 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 -
TMI 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
(US$150,000.00)for the net amount of One Million Three Hundred 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$4,435,600.00),
which shall be due twelve(12)months prior to Delivery (as defined in Section 1 of the General
Terms hereto)for each HELICOPTER.
Company General Use
(c) BUYER shall make the third installment payment against the Purchase Price in the amount of
One Hundred Forty-Nine Thousand,One Hundred US Dollars(US$ 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.Payment shall be made directly by the buyer upon receipt of invoice from the
seller.
(d) BUYER shall make balance payments for. each HELICOPTER at Delivery of each
HELICOPTER in accordance with Section 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 Delivery 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.
Agusta stla elphia Corporation Monroe County
Name Clyde M. VY oltman Name. .H.OI�y.Merrall. � ern :.
•
Title ...CEO
• Title Mayor
a .n
Date a.•:b .;.. : :�.��. #2-0 :
as
.r" Attest:, Kevin Madok Clerk
! �.-•ybT , .,5 \ i Arc._.fit E t::..9 F 4Q" ..
i:: 01/4y1/4-X)\"&dc
,, Y� s°A a u ty Clerk
yr </.
F REF Irr
C . . NROE COUNTY ATTOFINEY
LtaJ . A ROVED FORM
67. R,
..'. �
P.ED,•Q J. - =
ASSIST. K'UNTY ATTORNEY
Date 5-15-24
Company General Use