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Leidos Proprietary
Leidos Proprietary
Leidos, Inc.
Professional Services Agreement
(Fixed Price)
Contract No. 250821
This Agreement, effective, 8/22/2025, is between Monroe County, Florida ("Customer"), governmental
entity, and Leidos Inc., a Delaware corporation, having an office at 1750 Presidents Street, Reston, VA.
20190.
I.DESCRIPTION OF PROFESSIONAL SERVICES FOR FIXED PRICE
Leidos shall provide to Customer the Professional Services (ÐServicesÑ) described in Exhibit A. The
Services shall be provided subject to the Terms and Conditions, which follow.
II.CUSTOMER AND LEIDOS ADMINISTRATIVE CONTACTS
Richard Strickland Paul Mancinelli
Executive Director of AirportProject Manager
Key West International AirportLeidos,Inc.
3491 S Roosevelt Blvd, 1750 Presidents Street
Key West, FL 33040 Reston, VA 20190
Tel. No. (240) 364-4755
Tel. No. (305) 393-7742
e-Mail: Paul.a.mancinelli@leidos.com
e-Mail:Strickland-
Richard@monroecounty-fl.gov
In consideration of the mutual obligations assumed under this Agreement, Leidos and Customer agree to
the Terms and Conditions attached hereto and incorporated by reference and represent that this Agreement
is executed by duly authorized representatives as of the dates below.
AGREED BY:
Monroe County, Florida LEIDOS, INC.
By: By:
James K. SchollRobert L. Morgan III
Name:Name:
Mayor/ChairmanSr. Contracts Manager
Title: Title:
10/15/202508/22/2025
Date: Date:
(SEAL)
ATTEST: KEVIN MADOK, CLERK
By_____________________________
As Deputy Clerk
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The information in this document is proprietary to Leidos. It may not be used, reproduced, disclosed, or exported without the written approval of Leidos.
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TERMS AND CONDITIONS
1. Services: Deliverables
Leidos will perform the professional services (ÐServicesÑ) and deliver the deliverables
(ÐDeliverablesÑ) described in the Statement of Work attached hereto as Exhibit A.
2. Place of Performance
Unless otherwise provided in this Agreement, Leidos may perform the Services in
whole or in part at LeidosÓ place of business, CustomerÓs place of business, and/or such
other locations as Leidos may select.
3. Effective Date; Term
This Agreement shall be effective as of the date first above written (the "Effective
Date") and shall continue in full force and effect until the Services have been completed
or the Agreement has been terminated in accordance with section 9 hereof, whichever
first occurs.
4. Price and Payment Terms
a. Customer shall pay Leidos the price set forth on Exhibit B (the ÐPriceÑ). Payments
shall be made according to the schedule and provisions set forth in
Exhibit B.
b. Customer shall make payment to Leidos according to the schedule and provisions of
Exhibit B. Leidos shall have a lien upon and may retain or repossess all Deliverables
if Customer does not make full payment to Leidos.
c. Invoiced amounts are immediately due and payable by either electronic funds transfer
(EFT) or by mail to the following location(s).
Leidos
PO Box 223058
Pittsburgh, PA 15251-2058
d. If CustomerÓs action or inaction results in non-receipt of payment by Leidos for the
total amount of an invoice within thirty (30) days of the date of such invoice, interest
compounded at the rate of one percent (1%) per month shall thereafter be added to all
amounts unpaid and outstanding. If CustomerÓs action or inaction results in non-receipt
of payment by Leidos, Leidos shall have the right exercisable in LeidosÓ sole discretion,
in addition to its other rights and remedies, to cease further performance of the Services
hereunder.
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e. Bill To Address. The invoice will be mailed to:
Tyler Bethel
Airport Business Office
Key West International Airport
3491 South Roosevelt
Key West, FL 33040
5. Resources to be Provided by Customer
(a) Customer shall provide, maintain and make available to Leidos, at CustomerÓs
expense and in a timely manner, the resources described in this section 5, and such
other additional resources as Leidos may from time-to-time reasonably request in
connection with LeidosÓ performance of the Services. Delays in the provision of these
resources may result in delays in the performance of the Services, or an increase in the
Price.
(b) Customer will designate qualified Customer personnel or representatives to consult
with Leidos on a regular basis in connection with the Services. Customer will furnish
such documentation and other information as is reasonably necessary to perform the
Services.
(c) Customer shall furnish access to CustomerÓs premises, and appropriate workspace
for any Leidos personnel working at CustomerÓs premises, as necessary for performance
of those portions of the Services to be performed at CustomerÓs premises.
6. Confidentiality
In the event either party determines that it is necessary to provide confidential,
proprietary, or trade secret information to the other party in connection with this
Agreement, such disclosure will be made only after advancing written notice to the
other party, and the parties have executed a mutually satisfactory Non-Disclosure
Agreement. Nothing in this Agreement or in the Non-Disclosure Agreement referred
to in this section shall be deemed to restrict or prohibit Leidos from providing to other
services and deliverables the same as or similar to the Services and Deliverables. In
providing any such similar services or deliverables to any third party, Leidos shall keep
confidential any Customer confidential, proprietary or trade secret information which
is subject to the Non-Disclosure Agreement executed pursuant to this section, in
accordance with the requirements of such agreement.
7. Intellectual Property
(a) Customer and Leidos shall each retain ownership of, and all right, title and interest
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in and to, their respective pre-existing Intellectual Property, and no license therein,
whether express or implied, is granted by this Agreement or as a result of the Services
performed hereunder. To the extent the parties wish to grant to the other rights or
interests in pre-existing Intellectual Property, separate license agreements on mutually
acceptable terms will be executed.
(b) Leidos grants to Customer a royalty-free, paid up, worldwide, perpetual, non-
exclusive, non-transferable license to use any Leidos Intellectual Property incorporated
into any Deliverable, solely for CustomerÓs use of that Deliverable for its internal
business purposes. Leidos shall retain ownership of and unrestricted right to use any
Intellectual Property. The Services performed and any Deliverable produced pursuant to
this Agreement are not Ðworks for hire.Ñ
(c) As used herein, ÐIntellectual PropertyÑ shall mean inventions (whether or not
patentable), works of authorship, trade secrets, techniques, know-how, ideas, concepts,
algorithms, and other intellectual property incorporated into any Deliverable and first
created or developed by Leidos in providing the Services.
8. Taxes
(a) Customer shall pay any and all sales, use, value added, excise, import, privilege, or
similar taxes, levies or payments in lieu thereof, including interest and penalties thereon,
arising out of or in connection with the performance of this Agreement (other than those
levied on LeidosÓ income), imposed by any authority, government or governmental
agency, and shall comply with all applicable treaties, laws, rules or regulations relating
thereto.
(b) In the event a taxing authority conducts an audit of this Agreement and determines
that an additional tax should have been imposed on the Services or Deliverables
provided by Leidos to Customer (other than those taxes levied on LeidosÓ income),
Customer shall reimburse Leidos for any such additional tax, including interest and
penalties thereon. Similarly, if a taxing authority determines that a refund of tax is due
as it relates to the Services or Deliverables provided by Leidos to Customer (except
those taxes relating to LeidosÓ income), Leidos shall reimburse Customer such refund,
including any interest paid thereon by the taxing authority.
9. Termination for Default
Either party may terminate this Agreement if (i) the other party fails to perform a
material obligation of the Agreement in accordance with its terms and does not take
efforts to cure such failure within a period of 30 days after receipt of notice from the
non-breaching party specifying such failure; or (ii) the other party becomes insolvent
or the subject of proceedings under law relating to bankruptcy or the relief of debtors
or admits in writing its inability to pay its debts generally as they become due. In
addition, Leidos may terminate this Agreement effective immediately upon written
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notice to Customer if Customer fails to make any payment in full as and when due
hereunder.
10. Limited Warranty
(a) Leidos warrants that the Services provided under this Agreement shall be
performed with that degree of skill and judgment normally exercised by recognized
professional firms performing services of the same or substantially similar nature. In the
event of any breach of the foregoing warranty, provided Customer has delivered to
Leidos timely notice of such breach as hereinafter required, Leidos shall, at its own
expense, in its discretion either: (1) re-perform the non-conforming Services and correct
the non-conforming Deliverables to conform to this standard; or (2) refund to Customer
that portion of the Price received by Leidos attributable to the non-conforming Services
and/or Deliverables. No warranty claim shall be effective unless Customer has delivered
to Leidos written notice specifying in detail the non-conformities within 90 days after
performance of the non-conforming Services or tender of the non-conforming
Deliverables. The remedy set forth in this Section 10(a) is the sole and exclusive remedy
for breach of the foregoing warranty.
(b) LEIDOS SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED
STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE
AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE
PERFORMANCE, OR ANY WARRANTY OF THIRD PARTY PRODUCTS, OR
FUNCTIONALITY OF THE CLIENTÓS HARDWARE, SOFTWARE, FIRMWARE, OR
COMPUTER SYSTEMS.
(c) Customer represents and warrants to Leidos that Customer has the right to use and
furnish to Leidos for LeidosÓ use in connection with this Agreement, any information,
specifications, data or Intellectual Property that Customer has provided or will provide
to Leidos in order for Leidos to perform the Services and to create the Deliverables
identified in Exhibit A.
11. Limitation of Liability
(a) LeidosÓ total liability to Customer for any and all liabilities, claims or damages
arising out of or relating to this Agreement, howsoever caused and regardless of the legal
theory asserted, including breach of contract or warranty, tort, strict liability, statutory
liability or otherwise, shall not, in the aggregate, exceed the amount actually paid to
Leidos under this Agreement, or under the specific task order at issue, whichever is less.
(b) In no event shall either Leidos or Customer be liable to the other for any punitive,
exemplary, special, indirect, incidental or consequential damages (including, but not
limited to, lost profits, lost business opportunities, loss of use or equipment down time,
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and loss of or corruption to data) arising out of or relating to this Agreement, regardless
of the legal theory under which such damages are sought, and even if the parties have
been advised of the possibility of such damages or loss.
12. Non-Waiver of Rights
The failure of either party to insist upon performance of any provision of this
Agreement, or to exercise any right, remedy or option provided herein, shall not be
construed as a waiver of the right to assert any of the same at any time thereafter.
13. Rights and Remedies Not Exclusive
Unless otherwise expressly provided herein, no right or remedy of a party expressed
herein shall be deemed exclusive, but shall be cumulative with, and not in substitution
for, any other right or remedy of that party.
14. Severability
If any covenant, condition, term, or provision contained in this Agreement is held or
finally determined to be invalid, illegal, or unenforceable in any respect, in whole or in
part, such covenant, condition, term, or provision shall be severed from this Agreement,
and the remaining covenants, conditions, terms and provisions contained herein shall
continue in force and effect, and shall in no way be affected, prejudiced or disturbed
thereby.
15. Conflicting Provisions
This Agreement and all of the exhibits, schedules, and documents attached hereto are
intended to be read and construed in harmony with each other, but in the event any
provision in any attachment conflicts with any provision of this Agreement, then this
Agreement shall be deemed to control, and such conflicting provision to the extent it
conflicts shall be deemed removed and replaced with the governing provision herein.
16. Assignment
Neither party may sell, assign, transfer, or otherwise convey any of its rights or delegate
any of its duties under this Agreement without the prior written consent of the other
party. Notwithstanding the foregoing, Leidos may without violation of this paragraph
engage the services of independent contractors to assist in the performance of its duties
hereunder.
17. Applicable Law
This Agreement shall be governed by and construed under the laws of the
Commonwealth of Virginia, without regard to its laws relating to conflict or choice of
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laws.
18. Interpretation
The captions and headings used in this Agreement are solely for the convenience of the
parties and shall not be used in the interpretation of the text of this Agreement. Each
party has read and agreed to the specific language of this Agreement; therefore, no
conflict, ambiguity, or doubtful interpretation shall be construed against the drafter.
19. Disputes
Any controversy, claim or dispute (ÐDisputeÑ) arising out of or relating to this Agreement
shall be resolved by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect. Before commencing any
such arbitration, the parties agree to enter into negotiations to resolve the Dispute. If the
parties are unable to resolve the Dispute by good faith negotiation, either party may refer
the matter to arbitration. The arbitration shall take place in the County of Fairfax,
Commonwealth of VA. The arbitrator(s) shall be bound to follow the provisions of this
Agreement in resolving the Dispute and may not award any damages excluded by this
Agreement. The decision of the arbitrator(s) shall be final and binding on the parties,
and any award of the arbitrator(s) may be entered or enforced in any court of competent
jurisdiction. Any request for arbitration of a claim by either party against the other
relating to this Agreement must be filed no later than one year after the date on which
Leidos concludes performance under this Agreement.
20. Multiple Copies or Counterparts of Agreement
This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. This Agreement shall not be effective until the execution and delivery
between each of the parties of at least one set of the counterparts.
21. Force Majeure
Neither party shall be liable for any failure of or delay in performance of its obligations
(except for payment obligations) under this Agreement to the extent such failure or
delay is due to acts of God, acts of a public enemy, fires, floods, power outages, wars,
civil disturbances, epidemics, pandemics, sabotage, terrorism, accidents, insurrections,
blockades, embargoes, storms, explosions, labor disputes (whether or not the
employees' demands are reasonable and/or within the party's power to satisfy), failure
of common carriers, Internet Service Providers, or other communication devices, acts
of cyber criminals, terrorists or other criminals, acts of any governmental body
(whether civil or military, foreign or domestic), failure or delay of third parties or
governmental bodies from whom a party is obtaining or must obtain approvals,
authorizations, licenses, franchises or permits, inability to obtain labor, materials,
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power, equipment, or transportation, or other circumstances beyond its reasonable
control(collectively referred to herein as "Force Majeure Occurrences"). Any such
delays shall not be a breach of or failure to perform this Agreement or any part thereof
and the date on which the obligations hereunder are due to be fulfilled shall be extended
for a period equal to the time lost as a result of such delays. Neither party shall be
liable to the other for any liability claims, damages or other loss caused by or resulting
from a Force Majeure Occurrence.
22. Relationship of Parties
Leidos is an independent contractor in all respects with regard to this Agreement.
Nothing contained in this Agreement shall be deemed or construed to create a
partnership, joint venture, agency, or other relationship other than that of contractor
and customer.
23. Third Party Beneficiaries
This Agreement does not create, and shall not be construed as creating, any rights or
interests enforceable by any person not a party to this Agreement.
24. Waiver or Modification
This Agreement may be modified, or part or parts hereof waived, only by an instrument
in writing specifically referencing this Agreement and signed by an authorized
representative of the party against whom enforcement of the purported modification or
waiver is sought.
25. Entire Agreement
This Agreement, including any and all Exhibits attached hereto, which are hereby
incorporated by reference, constitutes the entire agreement and understanding between
the parties and supersedes and replaces any and all prior or contemporaneous proposals,
agreements, understandings, commitments or representations of any kind, whether
written or oral, relating to the subject matter hereof or the Services or Deliverables to be
provided hereunder.
26. Survival
The provisions of sections 4, 6, 7, 9, 10, 11, and 19 shall survive the termination or
expiration of this Agreement.
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Exhibit A
Statement of Work
1. Description of Services:
Key West International Airport (EYW) is planning for future terminal renovations including the
expansion of their checkpoint by performing the relocation of the existing security checkpoint
equipment to the new screening location:
Decommission/Relocate/Re-Install/ORT: three (3) Analogic Mid-Size CTs moving
approximately 130Ó.
Relocate/Re-Install: One (1) ProVision AIT. The PV-1 AIT is an inside castor relocation.
This equipment movement is approximately 130Ó.
Relocate/Install/ORT: Two (2) CEIA WTMDs within the checkpoint. The approximate
move distance is 130Ó.
Leidos will need to procure gates and barriers which will be part of the installation.
Provide independent third-party witness testing for any TSE that an Operational Readiness
Test (ORT) or Site Activation Test (SAT) must be conducted because of equipment moves.
Leidos will provide a Site Lead for work site services and coordinate with our rigging
subcontractor, airport stakeholders, and the original equipment manufacturer (OEM) technicians
and Third-Party witness testers performing this relocation.
The local TSA, airport or others will be responsible for removal and reinstallation of Duress Alarms
during each phased renovation. This work does not include any programming of monitoring panel(s)
and auto dialers.
2. Period of Performance:
Month Day Year
From December 1 2025
To December 31 2026
The above period of performance notes the total anticipated period of performance that includes
all planning, actual on-site efforts, and contract closeout activities.
3. Individuals to be provided:
Leidos will provide a Site Lead, trained riggers, OEM certified technicians and an approved Third-
Party witness tester for relocation and re-installation of each of the noted types of equipment.
4. Assumptions
A. A final, executed service agreement will be provided via email no later than 5:00 PM
EST on 10/31/2025 to Robert Morgan.
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B. The Point of Contact for coordination will be Tyler Bethel at Airport Facilities
Construction and Mgmt.
C. Upon award, Leidos will be given TSA-approved Issued for Construction (IFC)
drawings and any other relevant site information showing the exact placement of the
equipment to complete the installations three (3) business days prior to our starting
date.
D. Leidos does not provide any review of design drawings under this agreement and
assumes that all drawings that will be provided have been reviewed and approved
by TSAÓs checkpoint designers. Drawings are also compliant with the TSAÓs
Checkpoint Design Guidelines.
E. Our price assumes a rigging path for the new equipment to fit out the checkpoints
will be from airside requiring hoisting using a telehandler or similar equipment
to lift equipment to the elevation that the checkpoint is located on. All ceiling
height obstructions are higher than 7Ó-6Ñ.
F. Issues or problems arising with the equipment that are not directly related to this
equipmentÓs movement scope of work are not covered by Leidos under this
agreement and must be separately addressed by the General Contractor or OMA.
G. All equipment provided and/or relocated is in good working order with no missing
parts or cosmetic concerns by the airport or might cause it to fail Witness Testing.
H. Leidos is not responsible for procuring or providing any transportation security
equipment to install in the new checkpoint.
I. A pre decommissioning report will be documented by OEM prior to movements
J. Leidos Quote includes Program Management Support, a Leidos Site Lead, rigging, OEM
support and Third-Party witness testing to include:
a. Decommission, relocation and Site Activation Testing (ORT) for the three (3)
Analogic Mid-Size CT systems including submission of Test Readiness
Notifications (TRN) to the Leidos PM at least seven (7) days prior to SAT,
coordinate with TSA Acceptance Testing to schedule witness testing.
b. Provide, ship and rig the relocation kit for the Provision AIT 1.
c. Decommission, relocation and recertification of the two (2) WTMDs.
d. Witnessed ORTs for the CT and Provision AIT 1.
K. Badging of contractor personnel is not required.
L. TSA notional hours of operation to be confirmed:
a.Monday 0430-1900
b. Tuesday 0430-1900
c. Wednesday 0430-1900
d.Thursday 0430-1900
e. Friday 0430-1900
M. Leidos will invoice for 100% of the total proposed price upon project completion.
N. Project completion is defined as completing the decommission checklists, relocating, and
conducting a successful ORT, and/or SAT of the three (3) Analogic CTs, Provision AIT1
unit, and recertification of the two (2) WTMDs.
5. Deliverable Items:
Completion is defined as placement and re-installation of the noted equipment in the final
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locations and a Third-Party witnessed ORT or SAT. The airport and local TSA will provide a
representative to verify the work completion on the last day of the noted schedule to document
equipment has been relocated and is operational.
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Exhibit B
Price:
The Price shall be $308,789.00 for the TSE Relocation and re-installation work.
Current ROM
CLIN NumberDescriptionCLIN TypeUnit
QuantityTotals
Program ManagementFFPLot1$57,156
Rigging ServicesFFPLot1$42,489
AIT Technician Support FFPLot1$11,717
Analogic Technician SupportFFPLot1$169,738
WTMD Technician Support FFPLot1$8,212
FF&E ProcurementFFPLot1$9,517
Third Party TestingFFPLot1$9,961
Total Est. Cost/ Price$308,789
Tax$0
Total$308,789
Leidos will invoice for 100% of the total proposed price upon project completion.
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Addendum to Professional Services Agreement
Leidos Inc.
Monroe County
Contract No. 250821
1) The Contract. The contract between the Customer and Leidos Inc. consists of this
Addendum and the Professional Services Agreement. In the event of a discrepancy between the
documents, precedence shall be determined by the order of the documents as just listed.
2) Payments.
A) Customer shall pay in accordance with the Florida Local Government Prompt
Payment Act; payment will be made after delivery and inspection by Customer and upon
submission of invoice by within forty-five (45) days of the submission of invoice by Leidos Inc.
B) Leidos Inc. shall submit to Customer invoices with supporting documentation
acceptable to the Clerk, on a Monthly schedule in arrears. Acceptability to the Clerk is based on
generally accepted accounting principles and such laws, rules and regulations as may govern the
ClerkÓs disbursal of funds.
3) Books, Records and Documents. Leidos Inc shall maintain all books, records, and
documents directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Records shall be retained for a period of seven
years from the termination of this agreement or for a period of three years from the submission of
the final expenditure report as per 2 CFR §200.334, whichever is greater. Each party to this
Agreement or its authorized representatives shall have reasonable and timely access to such
records of each other party to this Agreement for public records purposes during the term of the
Agreement and for five years following the termination of this Agreement. If an auditor employed
by the Customer or Clerk determines that monies paid to Leidos Inc. pursuant to this Agreement
were spent for purposes not authorized by this Agreement, or were wrongfully retained by the
Leidos Inc., then Leidos Inc. shall repay the monies together with interest calculated pursuant to
Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the Customer.
4) Governing Law, Venue, Interpretation, Mediation. This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida applicable to contracts made
and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the Customer and Leidos Inc. agree that venue
will lie in the appropriate court or before the appropriate administrative body in Monroe County,
Florida.
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The Customer and Leidos Inc agree that, in the event of conflicting interpretations of the
terms or a term of this Agreement by or between any of them the issue shall be submitted to
mediation prior to the institution of any other administrative or legal proceeding. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the
Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court
of Monroe County.
5) AttorneyÓs Fees and Costs. The Customer and Leidos Inc. agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable
attorneyÓs fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-
prevailing party, and shall include attorneyÓs fees, courts costs, investigative, and out-of-pocket
expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and
customary procedures required by the circuit court of Monroe County.
6) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall
bind and inure to the benefit of the Customer and Leidos Inc. and their respective legal
representatives, successors, and assigns.
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
corporate action, as required by law.
8) Adjudication of Disputes or Disagreements. Customer and Leidos Inc. agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer sessions between
representatives of each of the parties. The Customer and Leidos Inc. representative shall try to
resolve the claim or dispute with meet and confer sessions. If the issue or issues are still not
resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or
remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to
arbitration.
9) Cooperation. In the event any administrative or legal proceeding is instituted against
either party relating to the formation, execution, performance, or breach of this Agreement,
Customer and Leidos Inc. 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. Customer and Leidos Inc.
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
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10) Nondiscrimination. The parties agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of competent
jurisdiction that Leidos Inc. has engaged in discrimination, this Agreement automatically
terminates without any further action on the part of any party, effective the date of the court order.
The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the
Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis
of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972,
as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis
of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as
amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug
Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination
on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91 616), as amended, relating to nondiscrimination
on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and
527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug
abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The
Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time,
relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code
Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion,
national origin, ancestry, sexual orientation, gender identity or expression, familial status or age;
and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to
the parties to, or the subject matter of, this Agreement.
11) Covenant of No Interest. Customer and Leidos Inc. covenant that neither presently has
any interest, and shall not acquire any interest, which would conflict in any manner or degree with
its performance under this Agreement, and that only interest of each is to perform and receive
benefits as recited in this Agreement.
12) Code of Ethics. Customer agrees that officers and employees of the Customer recognize
and will be required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or
acceptance of gifts; doing business with oneÓs agency; unauthorized compensation; misuse of
public position, conflicting employment or contractual relationship; and disclosure or use of
certain information.
13) Public Records Compliance. Leidos Inc. must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
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Constitution of Florida. The Customer and Leidos Inc. shall allow and permit reasonable access
to, and inspection of, all documents, records, papers, letters or other Ðpublic recordÑ materials in
its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and
made or received by the Customer and Leidos Inc. in conjunction with this contract and related to
contract performance. The Customer shall have the right to unilaterally cancel this contract upon
violation of this provision by Leidos Inc. Failure of Leidos Inc. to abide by the terms of this
provision shall be deemed a material breach of this contract and the Customer may enforce the
terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled
to reimbursement of all attorneyÓs fees and costs associated with that proceeding. This provision
shall survive any termination or expiration of the contract.
Leidos Inc. is encouraged to consult with its advisors about Florida Public Records Law in order
to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, Leidos Inc. is required to:
(1) Keep and maintain public records that would be required by the Customer to perform the
service.
(2) Upon receipt from the CustomerÓs custodian of records, provide the Customer with a copy
of the requested records or allow the records to be inspected or copied within a reasonable time at
a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if Leidos Inc. does not transfer the records
to the Customer.
(4) Upon completion of the contract, transfer, at no cost, to the Customer all public records in
possession of Leidos Inc. or keep and maintain public records that would be required by the
Customer to perform the service. If Leidos Inc. transfers all public records to the Customer upon
completion of the contract, Leidos Inc. shall destroy any duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. If Leidos Inc. keeps and
maintains public records upon completion of the contract, Leidos Inc. shall meet all applicable
requirements for retaining public records. All records stored electronically must be provided to the
Customer, upon request from the CustomerÓs custodian of records, in a format that is compatible
with the information technology systems of the Customer.
(5) A request to inspect or copy public records relating to a County contract must be made
directly to the Customer, but if the Customer does not possess the requested records, the Customer
shall immediately notify Leidos Inc. of the request, and Leidos Inc. must provide the records to
the Customer or allow the records to be inspected or copied within a reasonable time.
If Leidos Inc. does not comply with the CustomerÓs request for records, the Customer shall enforce
the public records contract provisions in accordance with the contract, notwithstanding the
CustomerÓs option and right to unilaterally cancel this contract upon violation of this provision by
Leidos Inc.. An entity who fails to provide the public records to the Customer or pursuant to a
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valid public records request within a reasonable time may be subject to penalties under Section
119.10, Florida Statutes.
Leidos Inc. shall not transfer custody, release, alter, destroy or otherwise dispose of any public
records unless or otherwise provided in this provision or as otherwise provided by law.
IF LEIDOS INC. HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO LEIDOS INC. DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S
OFFICE, 1111 12TH ST., SUITE 408, KEY WEST, FL 33040,
publicrecords@monroecounty-fl.gov, (305) 292-3470.
14) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the Customer and Leidos Inc. in this Agreement and the acquisition
of any commercial liability insurance coverage, self-insurance coverage, or local government
liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability
coverage, nor shall any contract entered into by the Customer be required to contain any provision
for waiver.
15) Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workersÓ
compensation, and other benefits which apply to the activity of officers, agents, or employees of
any public agents or employees of the Customer, when performing their respective functions under
this Agreement within the territorial limits of the County shall apply to the same degree and extent
to the performance of such functions and duties of such officers, agents, volunteers, or employees
outside the territorial limits of the County.
16) Legal Obligations and Responsibilities. Non-Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by any participating entity, in which case the performance
may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory
duties of the County, except to the extent permitted by the Florida constitution, state statute, and
case law.
17) Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms,
or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or
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entitlement to or benefit of any service or program contemplated hereunder, and the Customer and
Leidos Inc. agree that neither the Customer nor Leidos Inc. nor 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, inferior to, or superior to the community in general or for the
purposes contemplated in this Agreement.
18)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 the parties in his or her
individual capacity, and no member, officer, agent or employee of the parties shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of
the execution of this Agreement.
19)Insurance Requirements. Leidos Inc. shall furnish Certificates of Insurance indicating
the required coverage limitations as set forth in Exhibits A-1 through A-3 inclusive.
20)Attestations. Leidos Inc. agrees to execute such documents as the Customer may
reasonably require, to include a Public Entity Crime Statement, a Vendor Certification Regarding
Scrutinized Businesses, and an Affidavit Attesting to Noncoercive Conduct for Labor and
Services.
IN WITNESS WHEREOF the parties hereto, by their authorized signatories, have executed this
Addendum at the date set forth below their respective signatures.
ATTEST: KEVIN MADOK, MONROE COUNTY BOARD
CLERK OF MONROE COUNTY, FLORIDA OF COUNTY COMMISSIONERS
By: ________________________________ By: ________________________________
As Deputy Clerk Mayor James K. Scholl
Date: 10/15/2025
LEIDOS, INC.
By:___________________________
Robert L. Morgan III
Title: Sr. Contracts Manager
Date: 08/22/2025
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EXHIBIT A-1
BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor,
prior to the commencement of work, shall obtain Business Automobile Liability Insurance.
Coverage will be maintained throughout the life of the contract and include, as a minimum, liability
coverage for:
Owned, Non-Owned, and Hired Vehicles
The minimum limits acceptable is:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable are:
$200,000 per Person
$300,000 per Occurrence
$200,000 Property Damage
The Monroe County Board of County Commissioners will be named as Additional Insured on
all policies issued to satisfy the above requirements.
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EXHIBIT A-2
GENERAL LIABILITY INSURANCE REQUIREMENTS
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Commercial General Liability Insurance. Coverage will be maintained throughout the life of
the contract and include, as a minimum:
Premises Operations
Products and Completed Operations
Blanket Contractual Liability
Personal Injury Liability
The minimum limits acceptable is:
$500,000 Combined Single Limit (CSL)
s provided on a Claims Made policy,
An Occurrence Form policy is preferred. If coverage i
its provisions should include coverage for claims filed on or after the effective date of this
contract. In addition, the period for which claims may be reported should extend for a minimum
of twelve.
(12)months following the acceptance of work by the County.
The Monroe County Board of County Commissioners will be named as Additional Insured on
all policies issued to satisfy the above requirements.
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EXHIBIT A-3
WORKERSÓ COMPENSATION INSURANCE REQUIREMENTS
Prior to the commencement of work governed by this contract, the Contractor will obtain
WorkersÓ Compensation Insurance with limits sufficient to respond to applicable WorkersÓ
Compensation state statutes and the requirements of Chapter 440, Florida Statutes.
In addition, the Contractor will obtain EmployersÓ Liability Insurance with limits of not less
than:
$500,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy
limits
$500,000 Bodily Injury by Disease, each employee
Coverage will be maintained throughout the entire term of the contract.
Coverage will be provided by a company or companies authorized to transact business in the
state of Florida.
If the Contractor has been approved by the FloridaÓs Department of Labor, as an authorized
self- insurer, the County may recognize and honor the ContractorÓs status. The Contractor
may be required to submit a Letter of Authorization issued by the Department of Labor and a
Certificate of Insurance, providing details on the ContractorÓs Excess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
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VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Transportation Security Equipment Moves
Project Description(s):_________________________________________________________
Leidos Inc.
Respondent Vendor Name: _____________________________________________________
95-3630868
Vendor FEIN: ___________________
Robert L. Morgan III, Sr. Contracts Manager
VendorÓs Authorized Representative Name and Title: _________________________________
1750 Presidents Street
Address: _____________________________________________________________________
RestonVA20190
City: _____________________ State: _____________________________ Zip: ____________
Phone Number: ____________________________________
301-892-0710
Robert.L.Morgan@Leidos.com
Email Address: _____________________________________
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal
for, or entering into or renewing a contract for goods or services of any amount if, at the time of
contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List,
created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel.
Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a
proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or
more, that are on either the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were
created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or
Syria.
As the person authorized to sign on behalf of Respondent, I hereby certify that the company
identified above in the Section entitled ÐRespondent Vendor NameÑ is not listed on the
Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for
Projects of $1,000,000 or more is not listed on either the Scrutinized Companies with Activities
in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false
certification may subject company to civil penalties, attorneyÓs fees, and/or costs. I further
understand that any contract with the County may be terminated, at the option of the County, if
the company is found to have submitted a false certification or has been placed on the
Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on
the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in
Cuba or Syria.
Robert L. Morgan III
Certified By: __________________________________________________________, who is
authorized to sign on behalf of the above referenced company.
Authorized Signature:______________________________________
Print Name:
Robert L. Morgan III
Sr. Contracts Manager
Title:__________________________________________________
Note: The List are available at the following Department of Management Services Site:
http://www.dms.myflorida.com/business_operations/state_purchasing/vendor_information/con
victed_suspended_discriminatory_complaints_vendor_lists
3364
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR
SERVICES
Leidos Inc.
Entity/Vendor Name: ________________________________________________________
95-3630868
Vendor FEIN: ___________________
Robert L. Morgan III, Sr. Contracts Manager
VendorÓs Authorized Representative: _________________________________________
(Name and Title)
1750 Presidents Street
Address: _____________________________________________________________________
RestonVA20190
City: _________________________ State: _____________________ Zip: _______________
301-892-0710
Phone Number: ____________________
Robert.L.Morgan@Leidos.com
Email Address: _____________________________________
As a nongovernmental entity executing, renewing, or extending a contract with a government
entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor
does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any
person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when labor or
services are pledged as a security for the debt, if the value of the labor or services as reasonably
assessed is not applied toward the liquidation of the debt, the length and nature of the labor or
service are not respectively limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual
or purported passport, visa, or other immigration document, or any other actual or purported
government identification document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section
893.03 to any person for the purpose of exploitation of that person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that
Vendor does not use coercion for labor or services in accordance with Section 787.06.
Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by
same.
Robert L. Morgan III
Certified By: __________________________________________________________, who is
authorized to sign on behalf of the above referenced company.
Authorized Signature:____________________________________
Robert L. Morgan III
Print Name:____________________________________________
Sr. Contracts Manager
Title:__________________________________________________
3365
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3367
3491 South Roosevelt Boulevard Key West, Florida 33040
MEMORANDUM
To: Monroe County BOCC
From: Richard Strickland, Execuve Director of Airports
Date: October 6, 2025
Subject: TSA Security Checkpoint Equipment Relocaon
The Transportaon Security Administraon (TSA) security screening equipment currently located at the
exisng checkpoint at the Key West Internaonal Airport (EYW) is scheduled for relocaon from the old
security checkpoint area to the new security checkpoint locaon as part of the Concourse A Terminal
and Improvements Program.
Please be advised that the relocaon and installaon of all TSA security screening equipment must be
performed by the Original Equipment Manufacturer (OEM) who serves as the security system
integrator for this project. This requirement is necessary to maintain system integrity, ensure
compliance with TSA operaonal standards, and preserve all equipment warranes and cer ŋ caons.
In this case, only Leidos, the Original Equipment Manufacturer of security screening equipment at EYW,
is authorized by the TSA to install, re-install connect, or modify the TSA screening systems or related
components at EYW.
All coordinaon related to the scheduling and site access for Leidos shall be directed through Airport
Facilies & Construcon Management in coordinaon with TSA.
Should you have any quesons or require further clari ŋ caon, please contact me directly.
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