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Item V02 V.2 Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS �� Mayor David Rice,District 4 The Florida Keys � Mayor Pro Tem Craig Cates,District 1 y Michelle Coldiron,District 2 James K.Scholl,District 3 Ij Holly Merrill Raschein,District 5 County Commission Meeting October 19, 2022 Agenda Item Number: V.2 Agenda Item Summary #11249 BULK ITEM: Yes DEPARTMENT: Project Management TIME APPROXIMATE: STAFF CONTACT: Cary Knight(305) 292-4527 No AGENDA ITEM WORDING: Ratification of the Rockland Key Modular Unit Purchase Agreement with Aries Building Systems, LLC, executed by the County Administrator, for the purchase of two (2) modular office trailers for Facilities and Roads & Bridges staff to be located at Rockland Key. ITEM BACKGROUND: The Roads and Bridges, Fleet, and Facilities Maintenance Departments were all required to vacate offices located on the Key West Airport property due to the redevelopment and expansion of the airport. All departments have been moved into temporary buildings and locations until a permanent site is developed. Currently, some staff has been working out of 316 Simonton Street in Key West, which is slated to be redeveloped into the Public Defender's office. An RFP for Construction of the Public Defender's office was advertised with bids received on October 4, 2022. In order to not delay the mobilization of the awarded contractor, two (2) modular office trailers are being purchased and placed at County-owned property on Rockland Key. This purchase will utilize GSA purchasing. At the BOCC meeting on September 21, 2022, the Board issued its approval for staff to negotiate with Aries Building System, LLC, for the purchase of two modular units and authorized the County Administrator to sign the purchase agreement subject to ratification by the Board. The parties have reached an agreement and the attached Rockland Key Modular Unit Purchase Agreement provides the contractual terms along with the Aries Sale Proposals and other required documents. The attached quotes within the Agreement are for the purchase of two (2) modular buildings from Aries with one (1) modular being a 12ft x 56ft and the other will be 24ft x 56ft. These modulars will provide temporary offices to be used by the Facilities and Road and Bridges departments. The total purchase price for both modulars approved by the Board in September is $303,023.00. The final negotiated price for the modulars from Aries in this Agreement is $265,820.00. Staff must still purchase the stairs and ramp as well as provide utility hookups and additional items for the modulars. The services that Aries Building Systems has presented to the county includes GSA Contract pricing and is in accordance with our cooperative purchasing provisions on the Purchasing Policy. Staff seeks ratification of the Purchase Agreement which has been signed by the County Administrator pursuant to the September Board approval. Packet Pg. 5006 V.2 Pursuant to the Monroe County Purchasing Policy, Chapter 7. Exclusions C. Cooperative Purchasing purchases equal to $50,000.00 or more from vendors holding current "State" and General Services Administration hereinafter ("GSA") contracts are exempt from the competitive bidding process. The Policy also allows for purchasing under cooperative purchasing ventures run by other units of governments when the best interests of the County are served. The General Services Administration (GSA) contract falls under this provision in the Policy. PREVIOUS RELEVANT BOCC ACTION: At its regular meeting on September 21, 2022, the BOCC authorized staff to negotiate and the Administrator to execute a purchase agreement with Aries Building Systems, LLC, for the purchase of two (2) modular office trailers subject to BOCC ratification once the contractual language was worked out and approved buy the County Attorney's office. CONTRACT/AGREEMENT CHANGES: Yes -ratification of new Purchase Agreement STAFF RECOMMENDATION: Ratification approval DOCUMENTATION: Rockland Key Modular Unit Purchase Agreement with Aries (Final with exhibits 10-6-22) FINANCIAL IMPACT: Effective Date: 7 October 2022 Expiration Date: upon completion Total Dollar Value of Contract: $303,023.00 Total Cost to County: $303,023.00 Current Year Portion: $303,023.00 Budgeted: Yes Source of Funds: CPI: N/A Indirect Costs: staff time Estimated Ongoing Costs Not Included in above dollar amounts: Regular maintenance Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: Yes—supplied upon BOCC approval. Additional Details: N/A N/A Packet Pg. 5007 V.2 REVIEWED BY: Cary Knight Skipped 10/07/2022 10:00 AM Kevin Wilson Completed 10/07/2022 10:20 AM Patricia Eables Completed 10/07/2022 12:30 PM Purchasing Completed 10/07/2022 2:04 PM Budget and Finance Completed 10/07/2022 2:19 PM Brian Bradley Completed 10/07/2022 3:32 PM Lindsey Ballard Completed 10/11/2022 10:16 AM Board of County Commissioners Pending 10/19/2022 9:00 AM Packet Pg. 5008 V.2.a U) ROCKLAND KEY MODULAR UNIT PURCHASE AGREEMENT BETWEEN ARIES BUILDING SYSTEMS, LLC AND MONROE COUNTY This Rockland Key Modular Unit Purchase Agreement is made and entered into this 61 day of October, 2022, by and between MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, a political subdivision of the State of Florida, whose address is 1100 4- Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as o "COUNTY", o 2 AND ARIES BUILDING SYSTEMS, LLC, a Florida Limited Liability Company, whose address is 2900 S.Quincy Street, Suite 425,Arlington,Virginia 22206,its successors and assigns,hereinafter referred to as"ARIES" or"CONTRACTOR". U) In consideration of the mutual promises, covenants, and agreement stated herein, and for other good and valuable consideration,the sufficiency of which is hereby acknowledged,COUNTY and ARIES agree as follows: 1) Purchase. ARIES does herby agree to sell to the COUNTY,which the County agrees E to purchase, two (2) buildings consisting of three (3) separate modular units to be located at 123 Overseas Highway, Key West, Florida 33040 (Parcel ID #00122070-000700). This Agreement will be utilizing cooperative purchasing and pricing under a competitively bid Solicitation by the U. S. General Services Administration (GSA), an independent agency of the United States Government for a Multiple Award Schedule (MAS), Contract No. 47QSWA21 DOOOE, effective December 5, 2020, to December 4, 2025. 2) Payments. a. ARIES shall provide the modular units and associated services described in Exhibit A — Monroe County Schedule Allowance and GSA Associated Pricing as supplemented by Exhibit B — ARIES Sale Proposal No. 21609 dated 09/12/2022 and ARIES Sale Proposal No. 21610 dated 09/12/2022, and Exhibit C - Aries Commercial Sales Agreement for the 24x56 modular unit and Commercial Sales Agreement for the 12x56 modular unit(variously described therein as "Commercial Sales Agreement", "Sale Proposal" or"Quote Sale"). o b. COUNTY shall pay ARIES for the faithful performance of said services the sum of Two Hundred Sixty-five Thousand Eight Hundred Twenty and 00/100 Dollars ($265,820.00) in accordance with Exhibit A. COUNTY's performance and obligation to pay under this Agreement is contingent upon annual appropriation by the Board of County Commissioners. 0 E c� 1 � Packet Pg. 5009 V.2.a U) C. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act upon submission of proper invoice by ARIES. ARIES shall submit to COUNTY invoices with supporting documentation and acceptable to the CLERK OF COURTS. Acceptability to the CLERK OF COURTS is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the disbursal of funds by the CLERK OF COURTS. COUNTY is exempt from sales and use taxes. A copy of the tax exemption certificate will be provided by the COUNTY upon request. 4- 0 3) Pricing of Work. ARIES hereby warrants that pricing of the goods and services set forth in Paragraph 2 hereof and in the documents referenced in Paragraph 7 is in conformance with the GSA Pricing Schedule (Category #532490P) for the delivery, siting, and purchase of compatible units to departments and agencies of the United States government. 4) Scope and Description of Work. Notwithstanding anything contained herein to the contrary, ARIES shall provide modular units and associated services subject to the Scope, - Clarifications, and Acknowledgments set forth in the incorporated Sale Proposals. Anything not expressly included in the Sale Proposals is specifically excluded. a. The modular units, when assembled, shall consist of two (2) separate buildings hereinafter referred to as"Building A"and`Building B".Both buildings will include one (1) utility sink in each building and neither building shall include any interior walls or partitions. b. The dimension of Building A,when assembled,shall be 56 feet long by 24 feet wide. The dimension of Building B,when assembled,shall be 56 feet long by 12 feet wide. c. The ceilings of the modular units, when assembled, shall be eight(8) feet high. d. The exterior finish of the modular units,when assembled, shall be Hardipanel siding on an I-Beam frame with standard drip rail gutters. e. The interior finish of the modular units, when assembled, shall be vinyl-covered 2, gypsum board walls, vinyl floor tile, and a gypsum ceiling. f. Each room of the modular units, when assembled, shall have fluorescent ceiling fixtures and single-phase electric and breaker panel. g. The roof of the modular units,when assembled,shall include an EPDM Rubber Roof. h. The floor of the modular units shall be% inch pressure-treated plywood. E i. The modular units, when assembled, shall have central HVAC systems sufficient to cool the building and remove moisture under South Florida weather conditions. 0 j. The windows shall be horizontal sliding units with locks. k. The modular units shall be equipped with two (2) steel doors with dead bolt locks. Illuminated exit signs shall be positioned above the doors in the interior of the building. 1. The floor plan of the modular units, when assembled, shall consist of an open area with one utility sink with legs in each building as set forth in Exhibit D. 2 Packet Pg. 5010 V.2.a m. The modular units, when assembled, shall have preset utility hook-ups for air conditioning,electric,water,wastewater, and telephone/communication lines. n. ARIES shall be responsible for delivery and set-up to include blocking and leveling. The COUNTY will arrange to supply exterior water, wastewater, electric, and telephone service. 5) Conformance of Units to State Modular Construction Standards. ARIES hereby 0 warrants that the modular units identified in this Agreement have been inspected, evaluated and 29= certified at the site of manufacture by an individual possessing licensure pursuant to Section 468.604, Florida Statutes, to ensure conformity of the units with the Florida Building Code and applicable rules of the Florida Building Commission relative thereto. 6) Conformance of Units to Florida Building Code. ARIES hereby warrants that the particular modular units identified in this Agreement and scheduled for delivery to the location set forth in Paragraph 1 hereof complies with all operative provisions of the Florida Building Code including, but not limited to, those pertaining to the wind load standards for Monroe County prescribed in Section 1609 thereof. 7) Incorporation of Terms and Conditions.The terms and conditions of the Monroe County Schedule Allowance and Associated GSA Pricing attached hereto as Exhibit A, ARIES Sales Proposal (variously described as "Quote Sale" or"Proposal" or "Equipment Schedule")attached hereto as Exhibit B, the terms and conditions of the ARIES Commercial Sale Agreement and Additional Terms and Conditions attached hereto as Exhibit C,the schematic depiction including dimensions, descriptions and layout of the modular unit to be delivered attached hereto as Exhibit D, and the mandatory County compliance forms attached hereto as Exhibit E, are hereby incorporated as if fully set forth herein. The Sales Proposal,the Commercial Sale Agreement and Additional Terms and Conditions, the schematic depiction and this Rockland Key Modular Unit Purchase Agreement shall be collectively known as the"Agreement". c� 8) Designation of County On-Site Representatives. COUNTY through the Director of the Project Management Department will designate one or more On-Site Representative(s) (OSR) at the time of contract execution by the COUNTY. The OSR will be responsible for technical monitoring of the performance of the delivery and installation of the units on the site by ARIES. The OSR will be appointed in writing and a copy of the appointment will be furnished to ARIES e upon request. Changes to this delegation will be made by written changes to the existing appointment or by issuance of a new appointment. 9) Inspection of Modular Units. The OSR, as described in Paragraph 8, shall be responsible for inspection of the units upon delivery to the location set forth in Paragraph 1 hereof. e In the event that the OSR determines that the units are unsatisfactory, the OSR shall promptly E 3 Packet Pg. 5011 V.2.a U) notify the Director of the Project Management Department. The Director of the Project Management Department shall thereafter notify ARIES of any deficiencies so that it may be made aware of the deficiencies and may promptly correct them. 10) Maintenance of Records. ARIES 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 five(5)years from the termination of this Agreement. 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 (5) years following the termination of this Agreement. Right to Audit Availability of Records. The records of the parties to this Agreement relating to the Project,which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available); subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting E evidence deemed necessary by COUNTY or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this e Agreement, and all other agreements, sources of information and matters that may in COUNTY's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document(all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by COUNTY's representative and/or agents of the County Clerk. COUNTY or County Clerk may also conduct verifications such as,but not limited to,counting employees at the job site,witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors representatives. All records shall be kept for ten (10) years after Final Completion.The County Clerk possesses the independent authority to conduct an audit of records, assets, and activities relating to this Project. If any auditor employed by the COUNTY or County e Clerk determines that monies paid to ARIES pursuant to this Agreement were spent for purposes not authorized by this Agreement, the ARIES shall repay the monies together with interest calculated pursuant to Section 53.03, Florida Statutes running from the date the monies were paid to the ARIES. The right to audit provisions survive the termination or expiration of this Agreement. e E 4, Packet Pg. 5012 V.2.a 11) Severability. If any term, covenant, condition or provision of the Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of the Agreement, shall not be affected thereby; and each remaining term, covenant, condition, and provision of the Agreement shall be valid and enforceable to the fullest extent 2 permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions would prevent the accomplishment of the original intent of the Agreement. The parties agree to reform the Agreement to replace any stricken provision with a valid provision that comes a as close as possible to the intent of the stricken provision. 2 12) Attorney's Fees and Costs. The parties 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 the Agreement,the prevailing party shall be entitled to reasonable attorney's fees, and court costs,as an award against the non-prevailing party,and shall include attorney's fees,and courts costs in appellate proceedings. 13) Binding Effect. The terms, covenants, conditions, and provisions of the Agreement shall bind and inure to the benefit of the COUNTY and ARIES and their respective legal representatives, successors,and assigns. 14) 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. Each party agrees that it has had ample opportunity to submit this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily, and with advice of counsel. 15) Adjudication of Disputes or Disagreements. COUNTY and ARIES 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 COUNTY and ARIES 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. 16) Cooperation. In the event any administrative or legal proceeding is instituted o against either party relating to the formation,execution,performance,or breach of this Agreement, COUNTY and ARIES 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 ARIES specifically c� agree that no party to this Agreement shall be required to enter into any arbitration proceedings o related to this Agreement. E 5 Packet Pg. 5013 V.2.a 17) Non discrimination/Equal Employment Opportunity. 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 discrimination has occurred, 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 0 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 Note). as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10)Monroe County Code Chapter 14,Article 1I,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. e' 18) Covenant of No Interest. COUNTY and ARIES 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. 19) Code of Ethics. COUNTY agrees that officers and employees of the COUNTY o 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 one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. o E 6 Packet Pg. 5014 V.2.a 20) Public Records Compliance. ARIES shall comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The COUNTY and ARIES shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes,and made or received by the COUNTY and ARIES in conjunction with this Agreement and related to Agreement performance. The COUNTY shall have the right to unilaterally cancel this contract upon violation of this provision by ARIES.Failure of ARIES to abide by the terms of this provision shall be deemed a material breach of this contract and the COUNTY 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 attorney's fees and costs associated with that proceeding.This provision shall survive any termination or expiration of the contract. ARIES is encouraged to consult with its c� advisors about Florida Public Records Law in order to comply with this provision. Pursuant to Fla. Stat. Sec. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the COUNTY to perform the X service. (2) Upon receipt from the COUNTY's custodian of records,provide the COUNTY 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 the contractor does not transfer the records to the COUNTY. (4) Upon completion of the contract, transfer, at no cost, to the COUNTY all public records in possession of the Contractor or keep and maintain public records that would be required by the COUNTY to perform the service. If the Contractor transfers all public records to the COUNTY upon completion of the contract,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the COUNTY, upon request from the COUNTY's custodian of records, in a format that is compatible with the information technology systems of the COUNTY. (5) A request to inspect or copy public records relating to a COUNTY contract must be made o directly to the COUNTY, but if the COUNTY does not possess the requested records, the COUNTY shall immediately notify the Contractor of the request,and the Contractor must provide the records to the COUNTY or allow the records to be inspected or copied within a reasonable time. c� 0 E 7 Packet Pg. 5015 V.2.a U) If the Contractor does not comply with the COUNTY's request for records, the COUNTY shall enforce the public records contract provisions in accordance with the contract,notwithstanding the COUNTY's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the COUNTY or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 2 119.10, Florida Statutes. 4- The Contractor 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. 2 IF THE CONTRACTOR HAS QUESTIONS _ REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY- BRIAM MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 21) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and ARIES 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 Agreement entered into by the COUNTY be required to contain any provision for waiver. E 22) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of 2 any public agents or employees of the COUNTY, 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. 0 23) Legal Obligations and Responsibilities. 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. o 8 Packet Pg. 5016 V.2.a 24) Non-Delegation of Constitutional or Statutory Duties. 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. 25) 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 entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and ARIES agree that neither the COUNTY and ARIES 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. N 26) Attestations. ARIES agrees to execute such documents as the County may reasonably require,including a Non-Collusion Affidavit,a Lobbying and Conflict of Interest Clause,a Vendor Certification Regarding Scrutinized Companies List, a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. (attached as Composite Exhibit E) 27) 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. 28) Independent Contractor. At all times and for all purposes under this Agreement,Contractor is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find Contractor or any of its employees, subcontractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. ,E 29) Indemnification, Hold Harmless, Defense,and Insurance. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, ARIES shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and o employees harmless from and against(i)any claims, actions or causes of action,(ii)any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury(including death), loss, damage, fine,penalty or business interruption, and(iii)any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of ARIES or any of its employees, 0 agents, contractors or other invitees during the term of this Agreement, (B) the negligence or .. willful misconduct of ARIES or any of its employees,agents, sub-contractors or other invitees, or E 9 Packet Pg. 5017 V.2.a (C) ARIES's default in respect of any of the obligations that it undertakes under the terms of this Agreement,except to the extent the claims, actions, causes of action, litigation,proceedings,costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than ARIES). The monetary limitation of liability under this Agreement shall be equal to the dollar value of the contract and not less than $1 million per occurrence pursuant to Section 725.06,Florida Statutes. The limits of liability shall be as set forth in the insurance requirements included in this paragraph. Insofar as the claims, actions, causes of action, Iitigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement,this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. o In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor s failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor,the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Failure of Contractor to comply with the requirements of this section shall be cause for immediate termination of this Agreement. Prior to execution of this agreement, CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: 2 WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable,coverage to apply for all employees at minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of$100,000.00 bodily injury by accident, $500,000.00 bodily injury by disease,policy limits,and$100,000.00 bodily injury by disease,each employee. COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage,with limits of liability of not less than $300,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. If single limits are provided, the minimum acceptable limits are $200.000.00 per person, $300,000.00 per occurrence, and $200,000.00 property damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits o of liability of not less than $300,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested. Each 0 policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' .. written notice shall be provided to the County before any policy or coverage is canceled or E 10 Packet Pg. 5018 V.2.a restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents, and volunteers. The Monroe County Board of County Commissioners, its employees and officials, 1100 Simonton Street,Key West,Florida 33040,must be listed as Certificate Holder and included as "Additional Insured" on all policies,except for Workers' Compensation. 4- 0 In addition, the COUNTY will be named as an Additional Insured and Loss Payee on all policies covering County-owned property. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. 30) Notices. All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Any written notices or correspondence required or permitted under this Agreement shall be sent by United States Mail, certified, return receipt requested, postage pre-paid, or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice is deemed received by CONTRACTOR when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: E For COUNTY: For ARIES: County Administrator Aries Building Systems, LLC 1100 Simonton Street attn: General Counsel Key West, FL 33040 2900 S. Quincy Street, Suite 425 Arlington, VA 22206 And Monroe County Attorney's Office I I 1112th St., Suite 408 c� Key West, Fl. 33040 ,E 31) Governing Law,Venue,and Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements made and o 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 COUNTY and ARIES agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Parties waive their rights to trial by jury. This Agreement is not subject to arbitration. The County and Contractor agree that, in the event of conflicting 0 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. E 11 Packet Pg. 5019 V.2.a In the event of any conflict or inconsistency between the terms and provisions of this Rockland Key Modular Unit Purchase Agreement and any terms or provisions of the attached Exhibits or underlying Aries Contract No. 47QSWA21 DOOOE, the terms and provisions of this Agreement shall govern and control. 32) Termination. The Contract may be terminated as follows: 4- 0 a. In the event that the ARIES shall be found to be negligent in any aspect of service,the a COUNTY shall have the right to terminate this Agreement after five (5) days' written notification to the ARIES after reasonable notice and opportunity to cure. b. Either of the parties hereto may cancel this Agreement without cause prior to production and manufacture of the buildings by giving the other party sixty(60) days' written notice of its intention to do so. U) c. Termination for Cause and Remedies: In the event of breach of any contract terms,the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with ARIES should ARIES fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide ARIES with seventy-two (72) hours' notice and provide the ARIES with a reasonable opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the ARIES, COUNTY shall pay ARIES the sum due the ARIES under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to ARIES shall not in any event exceed the spending cap in this Agreement. In addition,the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. d. Termination for Convenience: The COUNTY may terminate this Agreement for o convenience, prior to production/manufacture of the buildings, upon sixty (60) days' notice to ARIES. If the COUNTY terminates this agreement with the ARIES, COUNTY shall pay ARIES the sum due the ARIES under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to ARIES shall not exceed the o spending cap in this Agreement. In addition,the COUNTY reserves all rights available 12 Packet Pg. 5020 V.2.a to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. e. Scrutinized Companies: For Contracts of any amount, if the COUNTY determines that the ARIES has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the COUNTY shall have the option of(1) terminating the Agreement after it has given the ARIES written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes,are met. N L For Contracts of $1,000,000 or more, if the COUNTY determines that the ARIES submitted a false certification under Section 287.135(5), Florida Statutes, or if the ARIES has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or " been engaged in business operations in Cuba or Syria, the COUNTY shall have the option of(I) terminating the Agreement after it has given the ARIES written notice and an opportunity to demonstrate the agency's determination of false certification was E in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 33) E-Verify System. Beginning January 1, 2021, in accordance with Section 448.095, Florida Statutes, the CONSULTANT and any subconsultant shall register with and shall utilize E the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the CONSULTANT during the term of the Contract and shall expressly require any subconsultants performing work or providing services pursuant to the Contract to likewise utilize the U.S.Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subconsultant during the Contract term. Any subconsultant shall provide an affidavit stating that the subconsultant does not employ, contract with,or subconstruct with an unauthorized alien. The CONSULTANT shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. 0 34) Compliance with Law and License Requirements. In providing all services/goods pursuant to this Agreement,Contractor shall abide by all laws of the Federal and State government, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. Any violation of said o statutes,ordinances,rules,and regulations shall constitute a material breach of this Agreement and E 13 Packet Pg. 5021 V.2.a U) shall entitle the Board to terminate this Agreement. Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 35) Public Entity Crime Statement. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal,or reply on a contract to provide any goods or services to a public entity,may not submit a bid,proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not 0 be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the 2 threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six(36) months from the date of being placed on the convicted vendor list. N 36) Ethics Clause. Aries warrants that it had not employed, retained or otherwise had act on its behalf any former County officer o employee subject to the prohibition of Section 2 of U) Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance 020-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 37) Mutual Review. This Agreement has been carefully reviewed by ARIES and the COUNTY. Therefore, this Agreement is not to be construed against either party on the basis of authorship. 38) Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto,and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 0 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW 0 14 Packet Pg. 5022 V.2.a 0 a as IN WITNESS WHEREOF,the parties hereto have set their hands and seals the day and year first 3 above written. as E as MONROE COUNTY BOARD OF s COUNTY COMMISSIONERS 4- o By: Roman Gastesi County Administrator 04 Date: October 7, 2022 e ARIES BUILDING SYSTEMS,LLC as By: Title: as Date: a STATE OF: as 2 COUNTY OF: as Subscribed and sworn to(or affirmed) before me, by means of❑ physical presence or❑ online notarization, on (date) by _ (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. (SEAL) o � as NOTARY PUBLIC My Commission Expires: 0 as E 15 Packet Pg. 5023 U) J= E 4- 0 EXHIBIT A .2 Monroe County Schedule Allowance V- U) :2 x E CL 42 0 W E Packet Pg. 5024 V.2.a Aries illl i SYSTEMS T- E L59 MONROE COUNTY SCHEDULE ALLOWANCE v ABS QUOTE 4- 0 24 x 56 DW Pricing 2 Building Box Side Sections (2) x$32,096.40 $64,192.00 Interior wall &floor systems 1,344 sq ft x$47.01 $63,181.44 W Exterior Siding Smart Panel 1,280 sq ft x $12.86 $16,460.80 U) 2Z Mansard Smart Panel 272 sq.ft x $12.86 $3,497.92 Skirting 193 If x$11.12 $2,146.16 Doors (2) x$2,330.84 $4,661.68 Doors (1) x $1,399.81 $1,399.81 Windows (9) x$202.40 $1,821.60 Water Heater (1) x$868.35 $868.35 Mop Sink (1) x$998.93 $998.93 U) Setup (1) x$10,707.50 $10,707.50 CL Delivery (2) $6,533.00 Total $13,066.00 Total as per GSA schedule allowance * $183,002.19 0 ABS Quote to Monroe County $179,159.00 * This is the maximum amount per GSA Contract that can be charged 42 c� 0 c� 2900 South Quincy Street Suite 425 Arlington,VA 22206 (703)820-2900 Packet Pg. 5025 V.2.a I ! lm��o� o y d2 /� // i/1% %% l Vr rf �f %% �i��ry/ /%i0i % %ri r ii�imiaoaiaioiiiiia °ooiiooaa000iaia aaaii000iia o a oia000a000a oaa oioiiaiiiaia iaaiioi i r r r i��//% i �a/OaaO�/IOOa� �/ ate..��/OOa�l�i��DDO�ODOaODO/G1�i00�a�a�0aOD00000/ODOI�a�li��DD00000��0��OOa/OOa/D�iaaa/OODaa�iiiiiaiaaiaaioaaaaaaa/DaOaaaaaaaa�aoiaaaaaiaaaaiaaiaaaiaiiioiaaaaiiioiioaaaioiao ii, o i E MONROE COUNTY SCHEDULE ALLOWANCE v ASS QUOTE. T � 12 X 56 Single Pricing 0 building 12x60 Single Box (1)x$44,188.05 $441188.05 Interior wall&floor systems 720 sq ft x$47.01 $33,847.20 CN Exterior Siding Smart Panel 1,089 sq ft x $12.86 $13,992.69 U) Skirting 265 If x$11.12 $1,834.80 X Doors (2)x 1,399.81 $2,799.62 Windows (8)x$202.40 $2,619.20 Water Heater (1)x$868.35 $868.35 Mop Sink (i)x$998.93 $998.93 Delivery&Setup (1)x$8,426.40 $8,426.40 Total as per GSA schedule allowance * $10"74.00 ABS Quote IQ.Mopr untY_ _. S86j661.00 c� • This is the maximum amount per GSA contract that can be charged. ,E c� E 2900 South Quincy Street ( Suke 425 ) Arlington,VA 22206 ) (703)228-2900 Packet Pg. 5026 U) J= E 4- EXHIBIT B 0 .2 Aries Sale Proposal No. 21609 and N V- Aries Sale Proposal No. 21610 U) x U) 2) E CL 42 0 w E Packet Pg. 5027 Aries Building Systernis,LLC 3929 S.SDth Street ' ,'Aries SALE Tampa,FL 3361g PRUPUSAL e) Aries Rep.: Ash Mote Proposal Date: 9/12/2022 Aries Rep Ph.: (813)503-6871 Quote No.: 216og Aries Email: smote@ariesbuildings.com Customer: Customer Contact: Project Delivery Details 0 Monroe County Steven SALE 24X56 MONROE E COUNTY noo Simonton Street 30-535-8283 123 Overseas Hwy Key West,FL S3040 Key West,FL 33040 4- 0 Delivery Date: 10/31/2022 a SALE EQUIPMENT INFORMATION (Subject to availability and credit approval) Equipment Description Unit Qty UOM Unit Cost Extended Total N/A 24X56 CUSTOM 1 EA $151,886.00 $151,886.00 TOTAL SALE EQUIPMENT COST: $15t,886.00 CN DELIVERY AND SITE SERVICE Description/Project Scope Unit Qty UOM Unit Cost Total Sale Cost Delivery 2 EA $6,533.00 $13,o66.00 Setup 1 EA $10,707.00 $10,707.00 Skirting 1 EA $3,500.00 $3,500.00 TOTAL DELIVERY AND SITE SERVICES: $27,278.00 PROPOSAL TOTAL Proposal Total Includes Equipment Sale,Delivery&Site Services and Optional Products&Services Note:Total does not include applicable State and Local Taxes. $179,159•00 Not Applicable a: U) c: CL 0 42 c: 0 c: 9/12/2022 Page 1 of 3 Buyer Initials: .......... Packet Pg. 5028 V.2.a Proposal Date: 9/12/2022 e5 Quote No.: 216og U) a: THIS QUOTE SALE/PROPOSAL WHEN SIGNED BY BOTH PARTIES BECOMES A FULLY BINDING SALE AGREEMENT PAYMENT TERMS: All pricing is subject to credit approval and payment terms will be determined upon receipt of required financial information. Down payment percentage and mobilization fees provided upon approval,if required. Any and all ancillary,design and construction associated costs will be billed bi-weekly or monthly. PRICING NOTES: All pricing is based on non-union,non-prevailing rates subject to product availability and ARIES standard terms and conditions. This proposal is good for(5)Days and when executed will be made a part of the final Agreement. Pricing excludes all taxes,import and export fees,local permits,impact fees,site inspections and unknowns.Any items not listed in this proposal or attachments are excluded. GENERAL SPECIFICATIONS: Please note that all of the above Equipment is subject to existing inventory,may have various specifications and ARIES is providing our best configuration layouts available,but not all floor plans maybe exact to the provided 9= conceptual layouts.The Equipment may be"New"or"Existing"Equipment. 0 COLOR AND MATERIALS: All Materials are based on ARIES standard selections. ARIES will supply electronic color selections to choose from for the construction(if non-standard purchase).Selections will need to be made prior to procurement of materials and production of buildings. For projects utilizing existing buildings,color selections will not be given as the buildings are already completed. SUBSTITUTES AND ALTERNATES: ARIES reserves the right to substitute for ARIES Standards. ., IMPORTANT NOTICE IN REGARDS TO GENERATOR USE: The package HVAC units on modular buildings are designed toCN c� operate from"Line Power",use of a generator to power the unit could result in malfunction.Any HVAC service caused by use of a generator will be billable. e) 1.Proposal assumes Customer will provide a clear and accessible site to allow for the delivery and installation of modular sections,as well as the takedown and return of the modular sections(if applicable)using standard modular industry vehicles and equipment. 0 2.Proposal does not include unknown or unforeseen events such as lack of natural resources,driver wait time,escorts,Customer preparedness,differing or hidden site conditions,or site preparations unless stated otherwise herein,Customer will be responsible for any associated cost impacts resulting from such events. 3.Proposal does not include Engineering beyond standard Modular Engineering Packages for State Modular Certification;unless stated otherwise herein. 4.Proposal does not include applicable site development work up to building line including,but not limited to parking,entries, 1 sidewalks,site plumbing(water and sewer),site power(electrical),signage,landscaping,and fencing;unless stated otherwise herein. 21 Dumpster and port-o-john to be supplied by Customer;unless stated otherwise herein.Any HVAC condensate french drains or piping is excluded from ARIES scope of work. 5.Proposal does not include services,manifolds,piping,lifts,meters,valves,connections,etc.to site water and waste;unless stated otherwise herein. 6.Proposal does not include services,manifolds,conduits,panels,meters,disconnects,connections,etc.to site electrical or gas services; unless stated otherwise herein. E y.Proposal does not include any voice,data,security,notification,fire alarm or fire suppressions systems;unless stated otherwise herein. 8.Proposal does not include FFE si na e,HVAC testing and balancing,condensation drains, utters downspouts,etc. unless stated < P � e g g g g g p , otherwise herein. 9.Proposal does not include cooperative purchasing fees or memberships;unless stated otherwise herein. 1o.Proposal does not include Municipal,City,County or State permitting. c� CL Payment will be made to Seller as follows: .................................................. .......................,.�96 Due Upon Execution of this AgreementLM ..............I..................................,_,,,,,,_,,.,,,,,,,,,,,,,. ............% Due Upon Delivery of the Building(s) % Due Upon Substantial Completion of the Work 0 0 c� 0 c� 9/12/2022 Page 2 of 3 Buyer Initials:.... .................................... Packet Pg. 5029 V.2.a Proposal Date: 2022 216o Quote No.: 2t6og U) LD INVOICING.OPTIONS'((Select One);, Paperless Option Standard Mail Option a LI ARIES prefers electronic invoicing,an efficient,convenient and Customer prefers to receive paper invoice via US Mail.Invoices will environmentally friendly process.To avoid fees,provide us with the be mailed to: proper email address for your invoices. A/P Email: Monroe County 2 CD A/P Email on File: Key West,FL 33040 tloo Simonton Street 4- 0 0 J J r r ,i/r This Proposal is subject to Aries Building Systems,LLC,herein known as"ARIES"credit approval of Customer. ARIES does not warrant that the Equipment meets any local or state code not specifically listed herein.Equipment is subject to availability. Customer acknowledges that information contained in this Proposal may be updated,if necessary.Customer will be advised of the updated information.By signing below it is understood and agreed between the parties that:Customer accepts the terms of this Proposal 04 including prices,specifications and the referenced documents;Customer agrees to the terms and conditions of the ARIES standard Sale CD or Sale terms and conditions(as maybe applicable)which terms and conditions are incorporated herein by reference;the Proposal and the applicable ARIES terms and conditions constitute the"Agreement"between the parties which shall be fully enforceable;and, Customer instructs AWES to make appropriate arrangements for the preparation and delivery of the Equipment identified herein. Customer may request a copy of the applicable terms and conditions from ARIES or obtain them from the ARIES website at http://ariesbuildings.com/about-aries/forms. If Customer has previously executed a master agreement with AWES,those terms and conditions shall govern the transaction.Such terms and conditions are incorporated as if fully set forth herein.No alterations,additions, exceptions,or changes to any Proposal or Agreement made by Customer shall be effective against ARIES,whether made hereon, contained in any printed form of Sale,Sale or elsewhere,unless accepted in writing by AWES.Any Customer purchase order or other Customer-provided document purporting to replace,supersede or supplement the terms and conditions of the ARIES Sale or Sale Agreement shall carry no force or effect except as an instrument of billing. This Proposal may be transmitted in paper or in electronic format.Each party hereto is entitled to accept and rely upon such transmission and on the facsimile,digital or electronic signatures of the parties on the Proposal,and such Proposal and signatures shall be treated as the original Agreement and signatures for all purposes and shall be fully binding.The undersigned represent that they have the express authority of the party they represent to enter into, as execute and bind the party to this Proposal and to the Agreement. ARIES BUILDING SYSTEMS,LLC("Seller") Monroe County("Buyer") 3 e as Signature: As ti Mote. Signature. ----a— as a Name: Ash Mote Name: Roman Gastesi Title: Sales Representative Title: County Administrator Date: 9/12/2022 Date: October 7 2022 CL PO No: a 0 as U 0 as E U 9/12/2022 Page 3 of 3 Buyer Initials:...._RC'............. Packet Pg. 5030 Aries Building Systems,LLC V.2.a SALE 3929 S.5oth Street. A Tampa,FL 33619Aries PRUPoSAL U) Aries Rep.: Ash Mote Proposal Date: 9/12/2022 1- Aries Rep Ph.: (813)503-6&71 Quote No.: 216io Aries Email: amote@ariesbuildings.com Customer: Customer Contact: Project Delivery Details c Monroe County Steven 12x56 Open-Sale-Monroe E county noo Simonton Street 305-395-8283 123 Overseas Hwy 0 Key West,FL 33040 Key West,FL 33040 0 Delivery Date: 10/11/2022 a SALE EQUIPMENT INFORMATION (Subject to availability and credit approval) Equipment Description Unit Qty UOM Unit Cost Extended Total N/A 12X56 CUSTOM 1 EA $80,536.00 $80,536.00 TOTAL SALE EQUIPMENT COST: $80,536.00 CN DELIVERY AND SITE SERVICE Description/Project Scope Unit Qty UOM Unit Cost Total Sale Cost Setup I EA $4,375-00 $4,375.00 Skirting i EA $1,750.00 $1,750.00 TOTAL DELIVERY AND SITE SERVICES: $6,125.00 c PROPOSAL TOTAL Proposal Total Includes Equipment Sale,Delivery&Site Services and Optional Products&Services Note:Total does not include applicable State and Local Taxes. $86,661.00 ,,,, � / � ,, ,,, � ..:.,. �,, rrr SFECIAI. !r Not Applicable THIS QUOTE SALE/PROPOSAL WHEN SIGNED BY BOTH PARTIES BECOMES A FULLY BINDING SALE AGREEMENT PAYMENT TERMS: All pricing is subject to credit approval and payment terms will be determined upon receipt of required financial information. Down payment percentage and mobilization fees provided upon approval,if required. Any and all ancillary,design and CL construction associated costs will be billed bi-weekly or monthly. , PRICING NOTES: All pricing is based on non-union,non-prevailing rates subject to product availability and ARIES standard terms c and conditions. This proposal is good for(5)Days and when executed will be made apart of the final Agreement. Pricing excludes all taxes,import and export fees,local permits,impact fees,site inspections and unknowns.Any items not listed in this proposal or attachments are excluded. 0 GENERAL SPECIFICATIONS: Please note that all of the above Equipment is subject to existing inventory,may have various specifications and ARIES is providing our best configuration layouts available,but not all floor plans may be exact to the provided conceptual layouts.The Equipment may be"New"or"Existing"Equipment, COLOR AND MATERIALS: All Materials are based on ARIES standard selections. ARIES will supply electronic color selections to choose from for the construction(if non-standard purchase).Selections will need to be made prior to procurement of materials and production of buildings. For projects utilizing existing buildings,color selections will not be given as the buildings are already completed. SUBSTITUTES AND ALTERNATES: ARIES reserves the right to substitute for ARIES Standards. 0 IMPORTANT NOTICE IN REGARDS TO GENERATOR USE: The package HVAC units on modular buildings are designed to ; operate from"Line Power",use of a generator to power the unit could result in malfunction.Any HVAC service caused by use of a c generator will be billable. RG c� 9/12/2022 Page i of 3 Buyer Initials: ... Packet Pg. 5031 V.2.a Proposal Date: 9/12/2022 Arins Quote NO.: 21610 U) CLAuFICAITONS; i.Proposal assumes Customer will provide a clear and accessible site to allow for the delivery and installation of modular sanctions,as well as the takedown and return of the modular sections(if applicable)using standard modular industry vehicles and equipment. 2.Proposal does not include unknown or unforeseen events such as lack of natural resources,driver wait time,escorts,Customer preparedness,differing or hidden site conditions,or site preparations unless stated otherwise herein,Customer will be responsible for any associated cost impacts resulting from such events. 3.Proposal does not include Engineering beyond standard Modular Engineering Packages for State Modular Certification;unless stated otherwise herein. 4.Proposal does not include applicable site development work up to building line including,but not limited to parking,entries, sidewalks,site plumbing(water and sewer),site power(electrical),signage,landscaping,and fencing;unless stated otherwise herein. Dumpster and part-o-john to be supplied by Customer;unless stated otherwise herein.Any HVAC condensate french drains or piping is 4- excluded from ARIES scope of work. $.Proposal does not include services,manifolds,piping,lifts,meters,valves,connections,etc.to site water and waste;unless stated 0 otherwise herein. 6.Proposal does not include services,manifolds,conduits,panels,meters,disconnects,connections,etc.to site electrical or gas services; 2 unless stated otherwise herein. y.Proposal does not include any voice,data,security,notification,fire alarm or fire suppressions systems;unless stated otherwise herein. 8.Proposal does not include,FFE,signage,HVAC testing and balancing,condensation drains,gutters,downspouts,etc.;unless stated otherwise herein. C"a 9.Proposal does not include cooperative purchasing fees or memberships;unless stated otherwise herein. io.Proposal does not include Municipal,City,County or State permitting. U) Payment will be made to Seller as follows: % Due Upon Execution of this Agreement 9b Due Upon Delivery of the Building(s) ...,................. % Due Upon Substantial Completion of the Work ]INVOICING OPTIONS (Select ti t U) Paperless Option Standard Mail Option d ARIES prefers electronic invoicing,an efficient,convenient and Customer prefers to receive paper invoice via US Mail.Invoices will environmentally friendly process.To avoid fees,provide us with the be mailed to: proper email address for your invoices. Monroe County A/P Email: E A/P Email on File: Key West,FL 33040 11oo Simonton Street U) c� CL ,E 0 c� 0 E c� 9112/2022 Page 2 of 3 Buyer Initials:..,.RG Packet Pg. 5032 V.2.a Proposal Date: 9/12/2022 Quote No.: 21610 U) LD ACCEPTANCE&ACKNOWLEDGEMENTS`. This Proposal is subject to Aries Building Systems,LLC,herein known as"ARIES"credit approval of Customer. ARIES does not warrant that the Equipment meets any local or state code not specifically listed herein.Equipment is subject to availability. Customer acknowledges that information contained in this Proposal may be updated,if necessary.Customer will be advised of the updated information.By signing below it is understood and agreed between the parties that:Customer accepts the terms of this Proposal as including prices,specifications and the referenced documents;Customer agrees to the terms and conditions of the ARIES standard Sale or Sale terms and conditions(as may be applicable)which terms and conditions are incorporated herein by reference;the Proposal and as the applicable ARIES terms and conditions constitute the"Agreement"between the parties which shall be fully enforceable;and, Customer instructs ARIES to make appropriate arrangements for the preparation and delivery of the Equipment identified herein. Customer may request a copy of the applicable terms and conditions from ARIES or obtain them from the ARIES website at http://ariesbuildings.com/about-aries/forms. If Customer has previously executed a master agreement with ARIES,those terms and conditions shall govern the transaction.Such terms and conditions are incorporated as if fully set forth herein.No alterations,additions, exceptions,or changes to any Proposal or Agreement made by Customer shall be effective against ARIES,whether made hereon, _ contained in any printed form of Sale,Sale or elsewhere,unless accepted in writing by ARIES.Any Customer purchase order or other Customer-provided document purporting to replace,supersede or supplement the terms and conditions of the ARIES Sale or Sale 2 Agreement shall carry no force or effect except as an instrument of billing. This Proposal maybe transmitted in paper or in electronic format.Each party hereto is entitled to accept and rely upon such transmission and on the facsimile,digital or electronic signatures of the parties on the Proposal,and such Proposal and signatures shall be treated as the original Agreement and signatures for all purposes and shall be fully binding.The undersigned represent that they have the express authority of the party they represent to enter into, "04 4 execute and bind the party to this Proposal and to the Agreement. CD CD T_ ARIES BUILDING SYSTEMS,LLC("Seller") Monroe County('Buyer") Signature: AA-Moft Signature: ----LL' -' Roman Gastesi Name: Ash Mote Name: _ Title: Sales Representative Title: County Administrator Date: 9/12/2022 Date: October 7, 2022 U) as PO No: ° as E as 2 as U) �s CL ° 0 as �s 0 as E �s g/12/2022 Page 3 of 3 Buyer Initials: RG Packet Pg. 5033 U) J= E 4- 0 a 0 EXHIBIT C .2 N Aries Commercial Sales Agreement for 24x56 modular unit and 12x60 modular unit E CL 42 0 w E Packet Pg. 5034 V.2.a Aries Building Systems, LLC �n ' y 12600 N. Featherwood Dr.,Ste 450 Houston.TX 77034 Aries n COMMERCIAL SALES AGREEMENT This Commercial Sales Agreement("Sale Agreement")dated October 6,2022 is entered into by and between Aries Building Systems, LLC, a Texas limited liability company located at 12600 N. Featherwood Dr., Ste. 450, Houston, TX 77034, as �y seller (the "Seller") and Monroe County Board of County Commissioners, a Florida County as buyer("Buyer") whose address is 1100 Simonton Street, Key West, FL 33040(each individually, "Parry" and collectively, the "Parties"), hereby agree to this Sale Agreement and the terms and conditions set forth herein.The individual signing this Sale Agreement affirms 0 that he,1she is duly authorized to execute and commit to this Sale Agreement for the above-named Buyer. C Pursuant to the mutual covenants and agreements set forth herein and for other good and valuable consideration,the Buyer cis and Seller covenant and agree to be bound as set forth below. Buyer agrees to purchase from Seller one or more modular and"or prefabricated structures ("Building(s)" also referred to herein as the"Equipment")and to have the Building(s)set-up and installed("Work")as detailed more particularly as follows: CN PROJECT DESCRIPTION ' 0 Project Name: Sale of New Custom Modular Buildings X Project Address: 123 Overseas Hwy,Key West, FL 33040 Referenced Attachments: Seller's Proposals dated 91l2/2022 Quote No(s).20609&21610 76 BUILDING INFORMATION Description including(quantity,size& serial numbers) 12x56 Custom 24x56 Custom COSTS AND FEES Building(s) 0 12x56 Custom Bldg 1 $ 80,536,00 24x56 Custom Bldg 2 S 151,886.00 , Delivery? Freight S 13,066.00 Set-Up P Installation S 15,082.00 0 Skirting $5,250.00 Others e'Miscellaneous c� Total Contract Price(Does not include applicable State 265,820.00 0 and Local Taxes) 0 Buyer acknowledges that Seller's Proposal and any other Seller documents referenced therein are incorporated by reference into the Sale Agreement and become a part of the Sale Agreement. The Building(s)will be located at the above referenced Page I of Initials-AB5 Buyer® Aries Building Systems Sale Agreement rev 03/2022 Packet Pg. 5035 V.2.a Aries Building Systems, LLC % 12600 N. Featherwood Dr.,Ste 450 Houston, TX 77034 U) project address ("Location") in accordance with the Contract Price and Payment Terms contained herein, subject to the additional terms and conditions set forth on the subsequent pages of this Sale Agreement. Contract Price and Payment Terms: In consideration of Seller furnishing the Building(s) and performing the Work, Buyer ' will pay Seller the referenced Contract Price, subject to such additions or deductions relative to the changes which may hereinafter be agreed upon between the Parties in writing by Change Order described in and made pursuant to the Sale Agreement Additional Terms and Conditions. Buyer will pay Seller the full Contract Price according to the payment terms - set forth below..In the event that delivery of the Building(s)requires more than one shipment,Seller may,at its option,render C separate invoices for each shipment, which the Buyer agrees to satisfy.. o c� CONTRACT TIME: (a) The Work will commence after receipt of customer approved final drawings (the "Commencement Date") and will diligently pursue to substantial completion within a commercially reasonable time(the "Contract -time"), with all "punch list" work completed within sixty (60) days following the date of substantial completion,The Work is deemed Substantially Complete when(i)all Work,excepting only minor punch list items, is complete, and (ii) the Building(s) is capable of being beneficially used as intended("Substantially Complete" or"Substantial Completion"), U) (b) If Seller is delayed at any time in progress of the Work by changes ordered to the Building(s)or to the Work, by labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond the Seller's control, then the Contract Time will be extended by Change Order,as defined in this Sale Agreement,for such reasonable time as determined by both Parties. i0 For newly manufactured Equipment or custom-built Equipment,the drawings,specifications,submittals, opinions, and any other referenced design ("Specs") will be used to create engineered final drawings which require approval from all Parties prior to production ("Final Drawings"), Any conflict or contradiction between the Specs and the Final Drawings will be resolved in favor of the Final Drawings. The process of obtaining all requisite submittals and customer approvals for creation of Final Drawings may affect production and performance time. Seller's performance time shall be equitably adjusted based on Buyer's submittal°approval delays... Prggress Billinaments will be due A�follows: ;`10 °o Due upon approval of Engineered Final Drawings a� U) �?;C1 % Due upon delivery of the building(s) c� 'u '% Due upon Substantial Completion of the Work CL ,E A ddiuional __Termsand gnditions: The Parties acknowledge the Sale Agreement Additional Terms and Conditions attached _ hereto are incorporated by reference herein and form part of this Sale Agreement. [Remainder of this page intentionally left blank.] o -119 0 E c� Page 2 of Initials-ABS............................'Bil er RG Aries Building Systems Sale Agreement rev 63/2022 Packet Pg. 5036 V.2.a Aries Building Systems, LLC 12600 N. Featherwood Dr., Ste 450 I�riesLD Houston, TX 77034 0 a IN WITNESS WHEREOF, the parties, by their duly authorized officers, have signed, sealed and delivered this Sale Agreement on the date noted above and below: as Seller: Aries Building Systems, LLC Buyer: Monroe County 2 CID Signature: Signature:g g (, . 0 Name: Name: Roman Gastesi �s Title: Title: County Administrator Date: Dater October 7,2022 04 NOTE: Aries Building Systems, LLC is now issuing paperless invoices via email as an efficient, convenient, and CD environmentally friendly process. AP Email: `;P � t�; ; N '1��7aP( �fk n � y CD U) x as a U) a as a as E as 2 CID as U) �s CL a 2 0 as �s 0 as E �s ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Page 3 ofb Initials ABS............................Otvyer RG Aries Building Systems Sale Agreement rev 03,12022 Packet Pg. 5037 V.2.a Aries Building Systems,LLC b Ip n 12600 N.Featherwood Dr., Ste 450 gpl, Dries od Houston,TX 77034 U) n Sale Agreement Additional Terms and Conditions The parties hereto,Aries Building Systems,LLC,as seller(the"Seller")and the entity listed on the foregoing Sales Agreement as buyer ("Buyer"), (each individually, "Party" and collectively, the "Parties"), hereby agree to this Sale Agreement and the terms and conditions set forth herein. The individual signing this Sale Agreement affirms that he"she is duly authorized to execute and commit to this Sale Agreement for the above-named Buyer. 4- 0 1. SALE. Seller sells to Buyer, and Buyer purchases from Seller, the goods ("Equipment" also referred to C herein as the"Building")and services listed on each respective Sales Agreement, Equipment Schedule, Purchase Order, or Signed Sales Proposal as applicable (the "Order") attached hereto on the terms and conditions set forth herein. Each such cis Order shall constitute a separate and independent sale agreement(a"Sale Agreement")of the Equipment and services listed therein. 2. TIME AND PLACE OF DELIVERY. W 2.1 Deliver.Seller agrees to deliver the Equipment to(Refer to Project Address as set forth in Order). Buyer shall own 'such site and/or have express legal authorization to place the Equipment upon that same site. If Buyer fails to provide such a site, then Buyer shall pay for any resulting additional delivery, installation, and knock down and return .0 charges, including, but not limited to, storage related charges attributable to delayed delivery and/or installation of the Equipment required and/or requested by Buyer. c' 2.2 Site Conditions.Seller agrees to deliver the Equipment to the site location listed in 2.1 above(the "Site"). Buyer shall ensure that a level compact,truck accessible site is available for placement of the Equipment.Tires used to deliver the Equipment will be removed and returned to Seller. Buyer warrants that the Site will have safe access,free from encumbrances, a level pad with no more than 3 inches of variance in 30 feet, and adequate soil bearing pressure of not less than 2,500 psf. Following delivery, Seller will remove all Seller-owned equipment such as plywood,tools,etc.prior to or at ° the time of Equipment acceptance. Buyer is responsible for securing all necessary permits, utility hookups, pilot cars, and Site preparation. ° 2.3 Building Codes, Licenses and Permits. The Buyer is solely responsible for compliance with applicable building codes and/or for obtaining any type of building permits and licenses required for the Equipment. Buyer further warrants that the placement of the Equipment on the Site as well as any Work performed at the Site will not violate zoning restrictions or other land use laws, and Buyer agrees to indemnify and hold Seller harmless from all loss or damage or liability which may result from any such violations. Buyer will provide to Seller any and all zoning verification required for the Equipment. Seller may reasonably rely on such information, warranties, and verifications from the Buyer. Seller is responsible for providing any permits necessary for the transportation of the Equipment. 2.4 Excusable Delay. Seller shall not be liable for any delay in delivering the Equipment or related , services as applicable,resulting from but not restricted to: acts of Buyer or his representatives, fires,strikes, labor disputes, war,civil commotion,shortages of labor or material,acts or restrictions of any government,or other causes beyond the control of Seller. The existence of such causes of delay shall justify the suspension of delivery and/or the rendering of services by Seller and shall extend the Seller's time of performance until such cause of delay has been removed.Seller shall give written notice to Buyer of details concerning the delay as soon as practicable after its occurrence. The Total Contract Price an&or the time to perform shall be subject to amendment, documented via a written Change Order in accordance with this Sale Agreement. 3. TITLE RETENTION. c� 3.1 Title Retention.Title to the Equipment shall not pass to Buyer before the entire contract price has 0 been paid to Seller in accordance with this Agreement,even though the Equipment may become affixed to,embedded in, ; or be permanently resting upon real property.Upon Seller's receipt of payment in full of the total contract price, title to the Equipment shall transfer to Buyer,free and clear of all encumbrances arising by or through Seller.All payments due from Buyer pursuant to the terms of the Sale Agreement shall be made without any abatement or set off of any kind, arising from any cause. Page 4 of 6 Initials....ABS�Buyer,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Aries Building Systems Sale Agreement rev 03/2022 Packet Pg. 5038 V.2.a w� Aries Building Systems,LLC 12600 N. Featherwood Dr., Ste 450 v r u � A ��11 S Houston,TX 77034 4. INSPECTION and WARRANTY. 4.1 Inspection. Following delivery and setup of the Equipment, Buyer shall inspect the Equipment within forty-eight(48)hours of Substantial Completion and provide immediate written notice to Seller specifying defects, if any,which Buyer observes. If Buyer fails to provide such notice within two(2)days following Substantial Completion of the - Work, it shall be conclusively presumed between Buyer and Seller that Buyer has inspected the Equipment and that all C Equipment is in conformance with the Sale Agreement and has been accepted by Buyer. Acceptance is final. .2 2 4.2 Warranty.There shall be no warranty by Seller with respect to the Equipment except as set out in the formal manufacturer's Warranty Certificate supplied by Seller to the Buyer and subject to the terms of such Warranty Certificate. C14 tit 5. RISK OF LOSS. Upon Substantial Completion of the Equipment, all risk of loss or damage to the Equipment passes from Seller to Buyer. In addition, Buyer hereby indemnifies to the extent allowable by law, Seller and agrees to save,defend and hold Seller harmless and waives rights of subrogation in favor of Seller against all losses,damages, liability, costs and expenses (including attorneys' fees), as a result of any actions, claims, or demands made arising from ;E events occurring following Substantial Completion,except to the extent caused by Seller's negligence. X 6. WAIVER OF CLAIMS. Buyer hereby waives and releases all claims against Seller for(i)loss or damage to all property,goods,wares and merchandise in, upon or about the Equipment and(ii)injuries to Buyer, Buyer's agents and third persons. Seller shall not be liable for any consequential, incidental,or special damages of any kind(including, but not limited to damages for loss of use or of profit by Buyer or any other party),whether or not caused or continued by Seller's iz negligence or delay, which may result from or arise in connection with the manufacture, delivery, installation, checkout or use of the Equipment or in connection with the services rendered by Seller hereunder. 21 7. TERMINATION FOLLOWING BREACH. In the event(a)of bankruptcy or insolvency of Buyer,or in the event any proceeding is brought by or against Buyer voluntarily or involuntarily,under the provisions of the Bankruptcy Code of the United States,for the appointment of a receiver or trustee or any assignment for the benefit of creditors of Buyer; or(b)Buyer fails to make timely payments,or perform any of its other obligations under the Sale Agreement,and such failure or default is not cured within ten (10) days after written notice of such failure or default is provided by Seller, the Sale Agreement automatically shall be terminated in the case of any event described in clause(a)above; and may be terminated by Seller in the case of any event described in clause (b) above and, upon such termination, full payment pursuant to the terms of the Sale Agreement shall become immediately due and payable from Buyer. In the event of any such breach or termination,Seller shall have all rights provided by law and under the terms and conditions of the Sale Agreement, including but not limited to: repossession and disposal of the Equipment (and, if any personal property shall remain located in the Equipment at such time, Buyer consents to Seller's possession and disposal or destruction of such personal property without , notice or accounting to Buyer)and recovery of attorney's fees and other reasonable costs and expenses associated with any E breach or termination(including any such disposal or destruction),shall be reimbursed by Buyer on demand of Seller. 8. GOVERNING LAW AND JURISDICTION. Buyer and Seller agree that the Sales Agreement shall be o governed in all respects by and interpreted in accordance with the laws of the State of Texas,without regard to its conflict of laws provisions, with jurisdiction and venue in a court having jurisdiction in Harris County, Texas. Subject to Section 6,the prevailing party shall be entitled to recover reasonable attorneys' fees and court costs,whether or not the action proceeds to judgment. Buyer hereby provides limited waiver of rights to or claims of sovereign immunity only with respect to Seller's collection of Contract Price in the event of Buyer's default. Both Parties hereby waive all right to trial by jury for all claims, defenses,counterclaims and suits of any kind arising from or relating to the Sales Agreement. u 0 9. SELLER'S EXPENSES. In the event Seller incurs expenses in the exercise or enforcement of the terms and conditions of this Agreement, Buyer shall pay Seller all such costs and expenses, including attorney fees. 10. LICENSE AND TRANSFER FEE(S).If so,listed on the Order,the Contract Price includes license and/or transfer fees. ______________ ------------------- Page 5 of b _.__.�.� ______Initials-ABS-------Buyer RG_-` Aries Building Systems Sale Agreement rev 0 3/'2022 Packet Pg. 5039 V.2.a Aries Building Systems,LLC 12600 N. Featherwood Dr., Ste 450 Arwas Houston,TX77034 11. MISCELLANEOUS. 11.1 BUYER SOLVENCY. Buyer hereby represents and warrants that the fair value of the assets of Buyer exceed its liabilities; Buyer is able to pay its debts and liabilities as they become due; and Buyer does not have an unreasonably small amount of capital with whiich to conduct the business in which it is engaged, as such business is now conducted and is proposed to be conducted.., 0 C 11.2 MODIFICATIONS AND AMENDMENTS. Representations and warranties made by any person, including agents and representatives of Seller, which are inconsistent or conflict with the terms of the warranty cs contained in the Warranty Certificate provided by Seller(including but not limited to the liability of Seller as set forth above) shall not be binding upon Seller unless reduced to writing and approved by an officer of Seller. No amendment,supplement or modification to the terms of the Sale Agreement shall be valid unless made in a writing("Change Order')signed by both Parties,and no waiver of any provision of the Sale Agreement shall be valid unless made in a writing signed by the waiving party. The Change Order shall include the changes in the Work, the adjustments to the price and any revisions to the performance dates.Notwithstanding the foregoing, from time to time, Buyer may request modifications to the Equipment or the Work hereunder, such changes may be accepted at Seller's sole option and may alter the final price stipulated herein as well as the time frames for performance.These changes in scope will be deemed approved by Buyer when evidence of work performance is presented by Seller.Any changes or modifications issued pursuant to this Sale Agreement shall remain subject to the terms and conditions of the Sale Agreement. 11.3 NO WAIVER. Failure of Seller to enforce any term or condition of the Sale Agreement shall not constitute waiver of any rights whether or not stipulated herein,nor shall it in any manner affect the rights of Seller to enforce any of the provisions stated herein. Waiver by Seller of any provision of the Sale Agreement shall be valid only as provided in writing and only with respect to the specific matter to which such waiver relates. 21 11.4 NOTICES. Any notices to the other party shall be in writing and may be mailed by prepaid registered post to the other party at the address shown above or at other address as may be substituted from time to time by ° the Parties and such notice shall be deemed to be received by the addressee on the third business day following the day such notice was mailed. A courtesy copy of notices may be sent via email. 11.5 ASSIGNMENT. Buyer will not assign any of its rights or obligations hereunder without the prior written consent of Seller, which Seller may grant or withhold at its sole discretion and any such assignee shall be subject to credit approval by Seller. To the extent not prohibited hereunder, the covenants, terms, provisions, and conditions herein contained will apply to, bind and inure to the benefit of the respective successors and assigns of Buyer and Seller. Any attempted assignment in violation of this Sale Agreement is void from inception. 2 11.6 Time is of the essence with respect to the performance of the Sale Agreement. ,E 12. ENTIRE AGREEMENT. The Sale Agreement along with documents which have been incorporated herein constitute the entire agreement between Seller and Buyer regarding the subject matter hereof. Seller's acknowledgement of any Purchase Order issued by Buyer is for Buyer's billing purposes only and Seller shall not be bound o to any of the terms stated or referenced therein... If any part of the Sale Agreement is found to be invalid or illegal, Buyer and Seller agree that only the invalid or illegal portion of the Sale Agreement will be eliminated. c� 0 E c� Page 6 of 6 Initials—ABS—Brayer RG Aries Building Systems Sale Agreement rev 03/2022 Packet Pg. 5040 U) J= E 4- EXHIBIT D 0 .2 Schematic Depiction of 24x56 modular unit and CNw a V- Schematic Depiction of 12x60 modular unit U) x U) 2) E CL 42 0 w E Packet Pg. 5041 .2.a C4 -,z v <�5DMjj w U) �i ED go- A You At S Fp I --------- 4— �� 0 j .2 S 1-� w z .2 -�"g 0 0 a d IC�- :Z-,m vas � .R 89 0i X-5 6 i :2 o !-1 2-, N E �zl w S. A C"14 Ra I 'o gmez g —71 MTAX pgC2 2 CC ---------- x Li LL uj II 04 Ln .............. ............................. z z J L u ----------------- --------- 10 V--Ll 11 ...................................................... II .......................... ui w Z) cv vh vil Ln LJ Lj az ........................ r,4 Z 0 .................................................................. CF ............................................... ............................................................................................ ci Li LJ:------Eac:k:e:t:Pg. 5042 V.2.a vi U) E-i ZTA. 00 00 E 0 -----------1 go= IY7 5 .2 Nab z, .2 W; 02 d WW¢7 C111 z ME C G Z< -Cw 61L. WON 6 ...... ... .............. ................. r,t z E 0 w .... .............. ..... .............. .......... �9 a re ui 62 1— . < .............. thMm e�"F E ...... ............. .1. ..... ...... U) Co ............ ................. CL 75 IFEL 'a 0 o I.................................... 0 Naca E rev 0 1143% IN 3AISSVj rv'r Cy MA Ln V, Packet Pg. 5043 U) J= E 4- EXHIBIT E 0 .2 County Forms N 2) E CL 42 0 w E Packet Pg. 5044 V.2.a U) NON-COLLUSION AFFIDAVIT 1, of the city of according to law on my oath, and under penalty of perjury, depose and say that: a. I am of the firm of the proposer making the Proposal for the project described in the Request for Proposals for and that I executed the said proposal with full authority to do so; 0 b. The prices in this proposal have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other proposer or with any competitor; C. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the proposer and will not knowingly be disclosed by the proposer prior to proposal opening, directly or indirectly, to any other proposer or to any competitor; and d. No attempt has been made or will be made by the proposer to induce any other person, partnership or corporation to submit, or not to submit, a proposal for the purpose of restricting competition; e. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in E this affidavit in awarding contracts for said project. U) (Signature) Date: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of❑ physical presence or❑online notarization, on (date) by E (name of affiant). He1She is personally known to me or has produced 0 (type of identification) as identification. 42 c� NOTARY PUBLIC W (SEAL) My Commission Expires: c� Packet Pg. 5045 V.2.a SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE E (Company) c "...warrants that he/she/it has not employed, retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without N liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." X 76 (Signature) iz U) Date: STATE OF: E COUNTY OF: c� Subscribed and sworn to(or affirmed) before me, by means of 0 physical presence or© online notarization, on (date) by (name of affiant). He/She is personally known to me or 0 has produced (type of identification) as identification. c� (SEAL) NOTARY PUBLIC c My Commission Expires: E c� Packet Pg. 5046 V.2.a DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statutes, Sec. 287.087, hereby certifies that: (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such 0 prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug free workplace, any available drug counseling, rehabilitation, and E employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under proposal a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contenders to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. (Proposer's Signature) Date: STATE OF: E COUNTY OF: Subscribed and sworn to(oraffirmed)before me, by means of❑physical presence or❑online notarization,, 0 on (date) by (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. 42 c� (SEAL) W NOTARY PUBLIC My Commission Expires: E c� Packet Pg. 5047 V.2.a U) PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided - in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list." 2 have read the above and state that neither (Proposer's name) nor any Affiliate has been placed on the convicted vendor list within the last thirty-six (36) months. U) X (Signature) Date: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization, on (date) by E (name of affiant). He/She is personally known to me or has produced (type of identification) as 0 identification. NOTARY PUBLIC c� (SEAL) W My Commission Expires: c� Packet Pg. 5048 V.2.a VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s) _ �. _ .. .._ . ,ti r Respondent Vendor Name E ......... ......... r�•• r, ,. ,ro, E VendorFEIN: ............................................................................................................................................... Vendor's Authorized Representative Name and Title: � ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,......................, ............... Address ......... .. ........ , . , ........ ��,� ,,,- ,,,,,,,,,,,,,,,�,�� ..�, 0 City: State: .................................ZAP 0 Phone Number: --------------- Email Address Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or N 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 U) 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 '"`Respondent Vendor Name" 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. 1 understand that pursuant to Section 287,135, Florida Statutes,the submission of a false certification may subject company to civil penalties,attorney's fees,andor 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. Certified By _ , who is authorized to sign on behalf of the above referenced company. Authorized Signature: Print Name: ................ .......... � Title: Note: The List are available at the following Department of Management Services Site: 0 htt,p:/,,,w%%w.drts.rrt rich tom bus'rre s qj e ratio ns statejjprcljas"t,&1ye'rd r rinf rmationi"convicte ,sus �. a�ator „e,om faints vendo r lists e'7sed�dis.... ,clinil E U Packet Pg. 5049