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Home My WebLink About4. 2nd Amendment 08/20/2025 GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: August 25, 2025 TO: Pedro Mercado, Chief Assistant County Attorney Abra Campo, Contract Administrator FROM: Liz Yongue, Deputy Clerk SUBJECT: August 20, 2025 BOCC Meeting The below item has been executed and added to the record: Q10 2nd Amendment 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. Should you have any questions please feel free to contact me at(305) 292-3550. cc: 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 AMENDMENT No. 2 o the CONTRACT dated May 26,2023 BETWEEN MONROE COUNTY AND CORPORATION of A -23- 4 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 CONTRACT, 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 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. E) The construction, interpretation,validity, and performance of this Amendment No. 2 shall be governed by the laws of the State of Florida exclusive of conflict of laws 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 AGUSTAWESTLAND PHILADELPHIA MONROE COUNTY CORPORATION „f * _I' .1'1 L,,,d - I. • '.- e ' 40 ' ... ,, 08/11/20,`_' ai 17:44.1:,'ED ilik~� Name: Clyde M.Woltman Name: : James K. Scholl Title:Chief Executive Officer Title: Mayor Date: Date: NRCE COUNTY ATTORNEY Attest: Kevin Madok, Clerk wED FORM. �_ ' ..i0 ie—c.„ki.4, / � �i !. „'� 1 P',..;; -,,; \ .,_:::;-.,:, ,.< ° � ��y icy Qa, (,e,,,,,,,ce. pst).0 , e * e 4, :,.,,,,I !„i ,;:„. (ry tv,„„A,,..c. *** ATTORNEY '�...�,,L s By• ', ], ,mv_),), , ' .. .. .. .. Ito � � ~'r � 6,, �'. C+G- .. .. .. ',, r : 1 ',? r, eputy Clerk Date 8/1 /2 .� r: ., .,F Y . ' p'' " '1.