HomeMy WebLinkAboutItem Q10 QI0
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
August 20, 2025
Agenda Item Number: Q10
2023-4407
BULK ITEM: Yes DEPARTMENT: County Attorney
TIME APPROXIMATE: STAFF CONTACT: Pedro Mercado
AGENDA ITEM WORDING: Approval of Amendment#2 to the Agustawestland helicopter
purchase contract, agreeing to accept a credit in the initial amount of$265,744.50 to be used for the
purchase of spare parts, tooling, training, and services in lieu of liquidated damages.
ITEM BACKGROUND:
The delivery schedule for the 3 aircraft in the helicopter purchase agreement called for helicopter#1 to
be delivered for primary acceptance within 22 months, helicopter#2 to be delivered for primary
acceptance within 25 months and helicopter#3 to be delivered for primary acceptance within 26 months
of the effective date of the purchase agreement. The agreement was signed by the county on May 26,
2023 making the dates for delivery for primary acceptance of the helicopters March 26, 2025, June 26,
2025 and July 26, 2025 respectively. The agreement provides for liquidated damages in the event the
delivery date for the helicopters exceed 90 days.
All three helicopters are past the delivery due date but liquated damages have only begun accrusing on
helicopter #1. For helicopters #1, liquidated damaged became due and owing on June 24, 2025. Per
Section 10 of the agreement, once Agustawestland failed to deliver helicopter #1 by June 24, 2025,
liquidated damages in the amount of $44,166.50 per week became due and owing for each week the
delivery of that helicopter continued to be delayed. For helicopter #2, liquidate damages of a similar
amount will begin to accrue on September 24, 2025. For helicopter#3, liquidated damages of a similar
amount will begin to accrue on October 24, 2025.
On August 5, 2025, County and MCSO staff met with representatives of Agustawestland to discuss the
ongoing delay in delivery and the imposition of liquidated damages. Pursuant to that discussion,
Agustawestland has proposed, and County and MCSO staff are recommending accepting a credit from
Agustawestland equal to the dollar amount of the liquidated damages. The credit can then be used by
MCSO for the purchase of spare parts, tooling, training, and services related to the new helicopters.
PREVIOUS RELEVANT BOCC ACTION:
Authorized the County Administrator to sign the original purchase agreement with Agustawestland
Philadelphia Corporation for the lease and purchase of 3 Leonardo helicopters upon the County
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Attorney's Office finalizing the terms of the agreement. Approved amendment#1 to the agreement at
the May 15, 2024 meeting
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
Provides for an initial credit of$265,744.50(6 weeks of liquidated damages as of August 5, 2025), and provides
for additional credit of$44,290.75 in lieu of liquidated damages for each additional week delivery of helicopter#1
is delayed as well as providing credit in lieu of liquidated damages in the event delivery of helicopters#2 and #3 is
delayed.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Helicopter Purchase m AWm23m0048_A end ent No. 2 PJM 8_11_25 sta ped.pdf
FINANCIAL IMPACT:
This amendment will be reflected in the MCSO budget.
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AMENDMENT No. 2
o the CONTRACT
dated May 26,2023
BETWEEN
MONROE COUNTY
AND
CORPORATION
of AW-23-0048
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AMENDMENT'No.2
to the
CONTRACT
dated May 26,
2023
This Amendment No.2 is made between:
AGUSTAWESTLAND PHILADELPHIA CORPORATION, a Delaware 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").
Whereas each of SELLER and BUYE'R may be hereinafter referred to individually as a "PARTY" and
collectively as the"PARTIES;"
Whereas SELLER and BUYERentered into the sales contract dated May 26,2023,Ref,AW-23-20048 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(herein referred to as the-CONTRACT");
Whereas SELLER and BUYER have amended the CONTRACT with Amendment No. I dated May 15,2024,-
and
Whereas the BUYER and SELLER have agreed to further amend the CONTRACT as set forth in this
Amendment No. 2.
Now therefore,the PARTIES hereto agree as follows:
A) The above recitals are integral to and a Substantial part of this Amendment No, 2 and, unless the
context otherwise requires, the words and expressions contained in this Amendment No, 2 shall
have the same meaning identified within the CONTRA(T,
B) SELLER and BUYE'R have agreed to amend the CONTRACT in accordance with the following:
LSELLLAL0-L:Q2WLLLQ,U
The contents of Article 5"SPECIAL CONDITIONS"of the CONTRACT shall be amended with the addition
of Articles 5.7,5.8,and 5.9 as set forth below:
"5.7 Dehumihk
In addition to the contents of Article 4.1 of Article 4 "ACCEPTANCE AND DELIVERY", Article 4.1 shall
include that SELLER shall deliver the HELICOPTER(S) two (2) weeks after the scheduled Preliminary
Acceptance(the"Scheduled Delivery Date"),
And
"5.8 HELICOPTERILLIQUIDATED DAMAGES
Pursuant to Article 10.1 of Article I 0"LIQUIDATED DAMAGES"ofthe General Terms,and as the Delivery
of HELICOPTER I/I has not Occurred within the ninety(90)calendar days following the Scheduled Delivery
Date specified in Article 4"ACCEPTANCE AND DELIVERY"and six(6)weeks have lapsed,BUYER shall 4894
be entitled to claim liquidated damages in the form of a credit value in the amount of Two Hundred Sixty-Five
Thousand Seven Hundred Forty-Four and 501100 U.S.Dollars($265,744.50). The credit shall be used solely
for the purchase of SELLER's spare parts,tooling,training,and services.
BUYER shall have the right to claim additional liquidated damages for HELICOPTER U1 at a rate of zero
point two five percent(0.25%)of the price of I IELICOPTER fl,which amounts to Forty-FourThousand Two
f lundred Ninety and 75/100 U.S. Dollars ($44,290.75), in the form of a credit value, until the Delivery of
I IFLICOPTER ft I for each complete week for an additional fourteen(14)additional weeks, for a maximum
period of twenty(20)weeks from the Scheduled Delivery Date. The credit shall be used solely for the Purchase
of SELLER's spare parts, tooling, training, and services. If a credit is due, the credit will be issued upon
completion of the Delivery and shall expire three(3)years from the date Of issuance of the credit note,
The PARTIES agree that the maximum Cumulative aniourit for all costs, expenses, and damages clue for-
HELICOPTER 41's delivery delay from SELLER shall not exceed 5%(five percent)offIELICOPTER 10's
price pursuant to Article 2 'PRICE."'
And
"5.9 HELICOPTER#2 AND HELICOPTER 0 LIQUIDATED DAMAGES
In the event that Delivery of HELICOPTER fl2 does not occur within ninety(90)calendar days following the
Scheduled Delivery Date, which is July 10, 2025 per Article 4 "ACCEPTANCE AND DELIVERY," at
BUYER's facility located in Marathon,Florida, BUYER shall have the right to claim liquidated damages at a
rate of zero point two five percent(0.25%) of the price of HELICOPTER#2, which amounts to Forty-FOUr
Thousand Two Hundred Ninety and 75/100 U.S.Dollars($44,290.75), in the form of a credit value, for each
complete week of following the said 90 (ninety) calendar day period for a maximum period of twenty (20)
weeks. The credit shalt be used solely for the purchase of SELLER's spare parts, tooling, training, and
services. If a credit is due,the credit will be issued upon completion of the Delivery and shall expire three(3)
years from the date Of issuance of the credit note.
In the event that Delivery of I IELIC OPTER 43 does not OCCUr within ninety(90)calendar days following the
Scheduled Delivery Date,which is August 9, 2025 as per Article 4 "ACCEPTANCE AND DELIVERY,"at
BUYER's facility located in Marathon,Florida,BUYER shall have the right to claim liquidated damages at a
rate of zero point two five percent(0.25%) of the price of HELICOPTER 1/3, which amounts to Forty-Four
Thousand TWO Hundred Ninety-One and 25/100 U.S. Dollars($44,291.25), in the form of a credit Value, for
each complete week of following the said 90 (ninety) calendar day period for a maximum period of twenty
(20)weeks. If a credit is due,the credit will be issued Upon completion of the Delivery and shall expire three
(3)years from the date Of issuance of the credit note.
The PARTIES agree that the maximum Cumulative amount for all costs, expenses, and damages due for
I IELICOPTER 92's or HELICOPTER 43s delivery delay from SELLER shall not exceed 51%(five percent)
of the respective HELICOPTER's price pursuant to Article 2"PRICE.""
C) SELLER shall issue a credit of Two Hundred Sixty-Five Thousand Seven I lundred Forty-Four and 501100
U.S, Dollars ($265,744.50) to BUYER upon the execution of this Amendment No. 2. and shall expire
three (3) years from the date of issuance of the credit note, The PARTIES agree that the credit shall be
used solely for the purchase of SELLER's spare pails, tooling, training, and services. SELLER
acknowledges that the Monroe County Sheriffs office shall be the BUYER'S representative for PUYPOSCS
of redeeming the credits provided for in this amendment.BUYER and SELLER agree that the issuance of
this credit is in lieu of the Liquidated Damages as per Art. 10.1.
D) Except as specifically amended by this Amendment No. 2, all existing provisions of the CONTRACT
and thereto shall remain in full force and effect.
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E) The construction, interpretation,validity, and performance of this Amendment No. 2 shall be governed
by the laws of the State of lorida exclusive of conflict of lawns principles. Courts sitting in the State of
Florida shall have exclusive jurisdiction to hear any claims or causes of action arising from or related to
this Amendment No. 2.
F) This Amendment shall become legally binding and effective on the date of signing of this Amendment
No. 2.
In witness whereof the Parties have caused this Amendment No. 2 to be executed by their authorized
representatives.
AGIESTAWESTLAND PHILADELPHIA MONROE COIJNTY
CORPORATION
----------------- ------------------------------------------------------------------
Name: Clyde M.Woltnian Name:
Title:Chief Executive Officer Title:
Date: Date:
01 NROE COUNTY ATTORNEY)
ArAOVE F01
PEDOO J. GADG—`
STA M M ASSIN
,P:T- NTY ATTORNEY
Date— 12/25
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