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Sales Agreement 10/19/2022 Advanced Modular Space, Inc. SALES AGREEMENT For Single or Multiple Units USED Equipment AS IS—WHERE IS—NO WARRANTY October 19, 2022 This Sales Agreement (the "Agreement") is made this Sept,,.... beF 19 2022 by and between Advanced Modular Space, Inc., with a primary place of business 2900 S Quincy St., Ste. 425, Arlington, VA 22206 ("Seller") and Monroe County Board of County Commissioners, ", a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 ("Buyer"). PROJECT DESCRIPTION Project Name("Project") Rockland Key Modular Unit Purchase Project Address 143 Toppino Industrial Dr. Key West, FL 33040 AMENDMENT TO THE ROCKLAND KEY MODULAR UNIT LEASE AGREEMENT Referenced Attachments: BETWEEN ADVANCED MODULAR SPACE,INCORPORATED AND MONROE COUNTY BUILDING INFORMATION See Exhibit A of Rockland Key Modular Lease Description including (quantity, type, size & serial Agreement dated April 27,2021 numbers) COSTS AND FEES Purchase Price for the Building(s) $158,400.00 Delivery/Freight N/A—Buyer in Possession Set-Up/Installation N/A—Buyer in Possession Other/Miscellaneous Total "Contract Price" (Does not include applicable State, Locol $158,400.00 and other Taxes,Licenses or Transfer Fees which ore additional and to be paid by Buyer) PAYM ENT TERMS: payment in full net 30 days from the date of this Agreement. EQUIPMENT LOCATION: 143 Toppino Industrial Dr. Key West, FL 33040. EQUIPMENT PRICE: $158,400.00 plus sales tax unless exempt from sales tax or a resale certificate is presented. Buyer agrees to purchase from Seller one or more trailer(s) and/or relocatable modular and/or prefabricated structures, including stairs, railings, furniture and other items attached or appurtenant thereto, as noted above and detailed on any addenda to this Agreement(hereinafter collectively referred to as the"Equipment"),for the purchase price and payment Advanced Modular Space, Inc. terms set forth above and subject to the terms and conditions set forth in this Agreement and as detailed in any addenda to this Agreement.The Agreement and the addenda together form the "Contract Documents." In the event of any conflict between the Agreement and any addenda, the terms and conditions of the Agreement shall control. ADDITIONAL TERMS AND CONDITIONS Order and Delivery. Seller will make Equipment available to Buyer at location set forth above "Delivery". Upon Delivery, Buyer agrees to inspect and accept the Equipment. The Equipment is deemed finally accepted at the time of delivery unless Buyer notifies Seller of a defect or deficiency upon inspection and prior to Buyer's removal of Equipment. Title. The parties hereto expressly agree that title to the Equipment shall pass from Seller to Buyer only after Buyer has paid to Seller the Equipment Purchase Price indicated in this Agreement without offset or abatement. Buyer grants Seller a security interest in the Equipment until such time as Seller has received the Equipment Purchase Price. Prior to payment of the Equipment Purchase Price, Buyer hereby appoints Seller or its agents or assigns as Buyer's attorney-in- fact for the purpose of executing uniform commercial code financing statements on behalf of Buyer and to publicly record such statements to protect Seller's interest in the Equipment. Documents of title, if any, as available to Seller, related to the Equipment will be provided to Buyer thirty (30) days after the Equipment Purchase Price has been received by Seller. Otherwise, all licensing, titling, and permits required and/or desired by Buyer and any costs affiliated with them are the sole responsibility of Buyer and are to be obtained at Buyer's cost. Risk of Loss; Further Liability. Upon Delivery of the Equipment, all risk of loss or damage to the Equipment passes from Seller to Buyer. In addition, Buyer hereby indemnifies Seller and agrees to save, defend and hold Seller harmless against all losses, damages, liability, costs and expenses (including attorney's fees), as a result of any actions, claims, or demands arising out of this Agreement or related to the Equipment. Performance; Remedies. If Buyer fails to pay the Equipment Purchase Price or any other payment due hereunder as or when due,or fails to perform any other term or condition of this Agreement,then such failure shall constitute an Event of Default. If an Event of Default occurs,Seller may do any or all of the following: (1)terminate this Agreement with respect to one or more units of Equipment or the entire Agreement, at Seller's sole option; (2) repossess any or all of the Equipment and bring an action against Buyer for any deficiency to recover the full benefits of its bargain under this Agreement. Moreover, any balance due owed Buyer on this Agreement not timely paid shall bear interest at the rate of one and one-half percent(1.5%) per month or the maximum rate permitted by law,whichever is lower;and Seller reserves any and all rights and remedies available at law or in equity. Condition of Equipment.The equipment subject to this Agreement is being purchased in USED condition. Exclusions of All warranties. AS ACKNOWLEDGED AND AGREED BY THE UNDERSIGNED BUYER, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED FROM THIS TRANSACTION AND THE SALE IS "AS IS" AND "WITH ALL FAULTS" FURTHERMORE, NEITHER RELIANTASSET MANAGEMENT, LLC NORANYOF ITSAFFILIATES OR SUBSIDIARIES IS PROVIDING NO WARRANTIES AND MAKES NO REPRESENTATIONS WITH REGARD TO THE CONDITION OF THE EQUIPMENT. Advanced Modular Space, Inc. ..................................................... AMyLi's Remedies. Buyer hereby agrees that its damages for Seller's uncured breach of this Agreement shall consist of the return to Buyer of a proportionate amount of the purchase price for the Equipment,out of funds paid by Buyer to Seller,as reasonably compensates Buyer for any uncured breach by Seller of this Agreement. Miscellaneous. (N This Agreement shall be governed by and construed in accordance with the laws oft state of Florida. Buyer hereby consents tote jurisdiction of the courts of Monroe County, Florida, fort enforcement of this Agreement. Each party hereby irrevocably waives any right it may have to a trial by jury. (®) Each party represents and warrants that this Agreement is valid and binding,is duly authorized by appropriate corporate action®and that the person signing has the authority to in the respective party tothis Agreement. LQ Time is of the essence with respect tothe performance of this Agreement.(PJ Buyer shall not assign its rights or obligations under this Agreement without the prior written consent of Seller.(f)Seller all not be responsible for delays is are beyond its control. (E)Seller shall have no liability whatsoeverfor any consequential or incidental damages or expenses arising from the Equipment,the work of any other factor. (§J If Buyer should require Equipment that meets certain local codes and/or ordinances, Buyer shall notify Seller at the time the Equipment is ordered.Any special requirements shall be handled on a case-by-case basis.Qj)Unless Transportation is provided by Buyer stated, Seller shall obtain and pay for the local transportation permits. Buyer is responsible for obtaining and the cost of obtaining all other licenses,titles,permits,approvals,tests,inspections,and fees. (0 All notices related tothis Agreement shall be in writing and shall be sent to the other party at its address as set forth above.(J)The parties hereby covenant and agree that each party hereto may rely on an electronic signature of the parties on this Agreement and/or any amendment thereto. Any such signature shall be treated as an original signature for all purposes. The electronic transmission ofthis Agreement and/or any amendment hereto signed by the parties shall be deemed to be the original Agreement and amendment for all purposes. IN WITNESS WHEREOF, the parties, by their duly authorized officers, have signed, sealed and delivered this Agreement as oft date set forth above. ACCEPTED BY: BUYER: Monroe County Board of SELLER:ADVANCED MODULAR SPACE,INC. Digitalis signed by Farokh F IUrn County Commi sinners Datei 2022.0910 1324.41 CWW' % Farokh F Ramih,.b.Audw version: By: _ 2022=10212 By: Name: Farokh F Ram Name: David Rice Title: Dir, Gov. programs Title: MONROE COUNTY ATTORNEYS OFFICE APPROVED AS TO FORM JL 9UN'TYATTORNEY DATE: wW Aftest Kevin Madok, Clerk .As Deputy Clerk EXHIBIT A Kevin Madok, CPA Clerk of the Circuit Court& Comptroller--Monroe County, Florida DATE: May 3, 2021 TO: Stan"1'lionipson, Budget/Contract Administrator Project Management Steven Sanders, Project Manager FROM: Pamela G. Hance k�}.C. SUBJECF: Marcli 17' BOCC Meeting Altaclied is aii electronic copy of t11e following itein for your records: ,r8 Negolialecl COTIIract, subject to its ratification once tic contractual language is worked out.'Plus will be a I case Contract Agreement wide Advanced Modular Space, Incorporated for tenlpora y office trailers (one 24'00' overall office), in llie anloulll.of S141,763.00 over a period cif five years. Please leave tie contract ratified at tic May 19"'BOCC InectiIlg. Sliould you leave any questions please feel free to contact inc at (305) 292-3.5.50. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PKIROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 ROCKLAND KEY MODULAR UNIT LEASE AGREEMENT BETWEEN ADVANCED MODULAR SPACE,INCORPORATED AND MONROE COUNTY THIS P4ODULAR UNIT LEASE AGREEMENT is made and entered into thisillay of 4 ,2021 by and between ADVANCED MODULAR SPACE,INCORPORATED, hereinafter referred to as "ADVANCED MODULAR SPACE"; and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, hereinafter referred to as "COUNTY", a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040. WIT NESSETH 1) Lease. ADVANCED MODULAR SPACE does hereby lease to the COUNTY a building consisting of two modular units to be located at 143 Toppino Industrial Drive;Key West, Florida 33040(Property ID No.00122070-000700). 2) Initial Lease Tenn. This Agreement shall be for a period of Five(5) years commencing on Aijgvst 1 2021 and terminating July 31 ,2026. 3) Optional Lease Term. COUNTY shall have the option to extend the term of this lease on an annual basis for a period of an additional period of Five(5)years in accordance with the terms contained herein with respect to the Initial Lease Tern. The COUNTY shall give ADVANCED MODULAR SPACE written notice,as provided in this lease,of the intention by the COUNTY to exercise such option at least thirty(30)days prior to the expiration of the Initial Lease Term and at least thirty(30)days prior to the anniversary date of the expiration of the Initial Term during the Optional Lease Term. 4) Option to Purchase. COUNTY is hereby granted the option to purchase the modular units upon the expiration of the Initial Term or at any time during the Option Term for an amount mutually agreed by the parties. Written notice of the exercise of this option to purchase shall be given to ADVANCED MODULAR SPACE at least thirty(30)days prior to the expiration of the Initial Lease Term or at least thirty(30)days prior to the anniversary date of the expiration of the Initial Term during the Optional Lease Term. 5) Payments. A) ADVANCED MODULAR SPACE shalt provide the modular units and associated services described in Exhibit A- Modular Unit Description/Itemized Additions and Associated Pricing as supplemented by Exhibit B- ADVANCED MODULAR SPACE Quotation # 11139 dated 3/1/2021 (variously described therein as"Lease Proposal","Quote Lease"or"Proposal"). B) COUNTY shall pay ADVANCED MODULAR SPACE for the faithful performance of said services the sum of One Hundred, Thirty-Five Thousand, Two Hundred Ninety-Nine and 20/100 ($135,299.20) Dollars 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. C) COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act upon submission of a proper invoice by ADVANCED MODULAR SPACE. ADVANCED MODULAR SPACE shall submit to County invoices with supporting documentation acceptable to the Clerk, on a monthly schedule in arrears. Acceptability to the Clerk is based on generally accepted accounting principles and such laws,rules and regulations as may govern the disbursal of funds by the Clerk. COUNTY is exempt from sales and use taxes. A copy of the tax exemption certificate will be provided by COUNTY upon request. b) Pricing of Work ADVANCED MODULAR SPACE hereby warrants that the pricing of the goods and services set forth in Paragraph 5 hereof and in the documents referenced in Paragraph 10 is in conformance with the GSA Pricing Schedule (Category #532490P) for the delivery, siting and lease of comparable units to departments and agencies of the United States government. 7) Scope and Description of Work A) The modular units, when assembled,shall be a minimum of 1,440 square feet with two(2)attached restrooms,one of which shall be compliant with the Americans with Disabilities Act(ADA)and five individual offices with separate entry. B) The dimension of the modular units,when assembled,shall be 64 feet long including hitch with a box size of 60 feet long by 24 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 gypsum board walls,vinyl floor file 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. 2 G) The roof of the modular units,when assembled,shall include an EPDM Rubber Roof. H) The nodular units,when assembled,shall have central HVAC systems sufficient to cool the building and remove moisture under South Florida weather conditions_ 1) The windows shall be horizontal sliding units with locks. J) 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. K) The modular units shall be equipped with one(1)Occupational,Safety&Health Administration(OSHA) approved stairs and deck and an ADA compliant ramp. L) The floor plan of the modular units,when assembled,shall consist of five(5)offices with separate entrances in one unit and two(2)bathrooms (one of which shall be ADA compliant),a lunch area/break room with sink and an open gathering area in the other unit as set forth in Exhibit D. M) The modular units,when assembled,shall have preset utility hook-ups for air conditioning,electric,water,wastewater and telephone/communication lines. N) ADVANCED MODULAR SPACE shall be responsible for delivery and set-up to include}docking and leveling.The COUNTY will arrange to supply exterior water, wastewater,electric and telephone service to the preset utility hook-ups installed by ADVANCED MODULAR SPACE. S) Conformance of Units to State Modular Construction Standards. ADVANCED MODULAR SPACE hereby warrants that the modular units identified in this Agreement have been inspected, evaluated and 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. 9) Conformance of Units to Florida Building Code. ADVANCED MODULAR SPACE 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. 10) Incorporation of Terms and Conditions.The terms and conditions of the Modular Unit Description/Itemized Additions and Associated GSA Pricing attached hereto as Exhibit A, ADVANCED MODULAR SPACE Lease Proposal (variously described as "Quote Lease" or "Proposal" or "Equipment Schedule")attached hereto as Exhibit B, the terms and conditions of the ADVANCED MODULAR SPACE Master Agreement and General 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 3 compliance forms attached hereto as Exhibit E are hereby incorporated as if fully set forth herein. The Lease Proposal, the Master Agreement and General Terms and Conditions, the schematic depiction and this Modular Unit Lease Agreement shall be collectively known as the"Agreement". 11) Designation of County On-Site Representatives. COUNTY through the Director of the Department of Project Management 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 ADVANCED MODULAR SPACE. The OSR will be appointed in writing and a copy of the appointment will be furnished to ADVANCED MODULAR SPACE upon request. Changes to this delegation will be made by written changes to the existing appointment or by issuance of a new appointment. 12) Inspection of Modular Units. The OSR, as described in Paragraph 11, shall be responsible for inspection of the units upon delivery to the location set forth in Paragraph 1 hereof. In the event that the OSR determines that the units are unsatisfactory, the OSR shall promptly notify the Director of the Department of Project Management.The Director of the Department of Project Management shall thereafter notify ADVANCED MODULAR SPACE of any deficiencies so that may be made aware of the deficiencies and may promptly correct them. 13) Return of Modular Units. Upon termination or expiration of the Initial Lease Term or Optional Lease Tenn,COUNTY agrees to surrender possession of the units in good condition and repair, subject only to allowance for reasonable wear and tear as customarily sustained in a commercial building,obsolescence and deterioration of the units not caused by any act of agents or employees of the COUNTY. 14) Relocation of Modular Units. The modular units shall not be relocated during the Initial Lease Term or Optional Lease Term from the aforementioned location without the prior written approval of ADVANCED MODULAR SPACE. The COUNTY may elect to have the modular units relocated by an independent contractor or by ADVANCED MODULAR SPACE. If the modular units are to be moved by an independent contractor,the COUNTY shall obtain prior written approval from ADVANCED MODULAR SPACE stating the contractor's name and address, the date of relocation and the premises to where the Building is to be moved. The COUNTY agrees to indemnify and hold ADVANCED MODULAR SPACE harmless against any and all liability for injury or damage to person or property, including the modular units,direct or consequential, caused or sustained in the course of the disassembling, moving and reassembling of the modular units by the independent contractor. 4 15) Books,Records and Documents. ADVANCED MODULAR SPACE 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 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 years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to ADVANCED MODULAR SPACE pursuant to this Agreement were spent for purposes not authorized by this Agreement, ADVANCED MODULAR SPACE shall repay the monies together with interest calculated pursuant to Sec. 55.03,of the Florida Statutes,running from the date the monies were paid by the COUNTY. 16) 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 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 as close as possible to the intent of the stricken provision. 17) 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, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party,and shall include attorney's fees,courts costs, investigative,and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 18) Binding Effect. The terms, covenants,conditions, and provisions of the Agreement that bind and inure to the benefit of the COUNTY and ADVANCED MODULAR SPACE and their respective legal representatives,successors,and assigns. 19) 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. S 20) Adjudication of Disputes or Disagreements. COUNTY and ADVANCED MODULAR SPACE 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 ADVANCED MODULAR SPACE representative shall try to resolve the claim or dispute with meet and confer sessions.If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law.This Agreement is not subject to arbitration. 21) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and ADVANCED MODULAR SPACE 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 ADVANCED MODULAR SPACE specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 22) Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that 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 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 91616),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 H 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 W, as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10)Monroe County Code Chapter 14, Article 11, 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. 6 23) Covenant of No Interest COUNTY and ADVANCED MODULAR SPACE 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. 24) Code of Ethics. COUNTY agrees that officers and employees of the COUNTY 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. 25) Public Records Compliance. ADVANCED MODULAR SPACE 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 ADVANCED MODULAR SPACE 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 ADVANCED MODULAR SPACE 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 ADVANCED MODULAR SPACE. Failure of ADVANCED MODULAR SPACE 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.ADVANCED MODULAR SPACE is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 26) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and ADVANCED MODULAR SPACE 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. 27) 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 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. 7 2.8) Legal Obligations and Responsibilities. Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution,state statute,and case law. 29) 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 ADVANCED MODULAR SPACE agree that neither the COUNTY and ADVANCED MODULAR SPACE 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. 30) Attestations. ADVANCED MODULAR SPACE agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement,and a Drug-Free Workplace Statement.(attached as Composite Exhibit E) 31) 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. 32) Insurance Requirements. ADVANCED MODULAR SPACE shall furnish Certificates of Insurance indicating the required coverage limitations in the following amounts: Coverage Required Limits Commercial General Liability $500,000 Vehicle Liability $300,000 Workers'Compensation Statutory Employers Liability $500,000/$500,000J$500,000 Monroe County Board of County Commissioners must be listed as Certificate Holder and included as Additional Insured on General and Vehicle Liability. 8 33) Indemnificadon/Hold Harmless. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, ADVANCED MODULAR SPACE shall defend,indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and 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 ADVANCED MODULAR SPACE or any of its employees, agents,contractors or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of ADVANCED MODULAR SPACE or any of its employees, agents,sub-contractors or other invitees,or(C) ADVANCED MODULAR SPACE'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 ADVANCED MODULAR SPACE). Insofar as the claims, actions,causes of action, litigation,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. 34) Notices. Any notice of other communication from either party to the other pursuant to this agreement is sufficiently given or communicated if sent by registered mail, with proper postage and registration fees prepaid, addressed to the party for whom intended, at the following addresses: For COUNTY: For ADVANCED MODULAR PACE County Administrator agoo A Qu.,kiL 1100 Simonton Street Lti 1E Key West,FL 33040 Z 2 to And Monroe County Attorney's Office I I 1112th St.,Suite 409 Key West,Fl. 33040 or to such other address as the party being given such notice shall from time to time designate to the other by notice given in accordance herewith. 35) 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 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 9 ADVANCED MODULAR SPACE 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 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. 36) 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 ADVANCED MODULAR SPACE should ADVANCED MODULAR SPACE 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 ADVANCED MODULAR SPACE with five(5) calendar days' notice and provide ADVANCED MODULAR SPACE with an 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 ADVANCED MODULAR SPACE, COUNTY shall pay ADVANCED MODULAR SPACE the sum due ADVANCED MODULAR SPACE 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 ADVANCED MODULAR SPACE 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. 37) Muttuel Review. This Agreement has been carefully reviewed by ADVANCED MODULAR SPACE 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. to SS WHEREOF,the parties hereto have set their hands and seals the day and year first d BOARD OF COUNTY COMMISSIONERS o � ?F , OK;CLERK OF MONROE , ��Nnry�Gi c By a.v,.,t.� BY &Z As Deputy Clerk Mayor Michelle Coldiron r- -j C; ADVANCED MODULAR SPACE, tNCORPORATED By Title: SWATE OF: I` rI K 1t1 COUNTY OF: c Lj. Subscribed and sworn to(or affrmed)before me,by means of physical resence or❑online notarization,on 4 *17 20 ZA (date)by M rp �►. �1!l (name of affiant). He/She is personally known to me or has produced«,,,,,,......... b ,, rr - (type of 1��1'��•.C��i}I{��p04dentlflCatlUn. MONROE COUNTY ATTORNEYS OFFICE APPROVED AS TO FORM ANT LOUNTYAT ORNEY DATE: C? .=,� n I f EXHIBITS EXHIBIT A MODULAR UNIT DESCRIPTIONIITEMIZED ADDITIONS AND ASSOCIATED GSA PRICING LEASING PRODUCT DESCRIPTION PART NO; PRICE 12' x 60' SINGLE Side Section UNIT- 60 Months 1260SC $478.791Month 12' x 60' SINGLE Side Section UNIT- 60 Months 1260SC $478.791Month HIGH-IMPACT EXTERIOR DOORS (2) ED01 $42.00/Month [METAL] EXTERIOR WINDOWS(6) EW01 $16.411Month BLINDSIEXTERIOR WINDOWS (6) EW02 $14.341Month HARDIPANEL SIDING (1,461 Square Feet) SDG-HRDI $254.00/Month HANDICAPPED RESTROOM RR01 $39.611Month STANDARD RESTROOM WC01 $30.401Month INTERIOR WALLS (108 Linear Feet) IWO 1 $66.001Month INTERIOR DOORS (4) DRO1 $23.431Month CABINETS NIA $6.611Month EI EICwTa��IC WATER HEATERS WHO 1 $10.621Month 180 MPH WIND LOAD UPGRADE NIA $156.00/Month EPDM RUBBER ROOF NIA $22.00IMonth FLOOR COVERING N/A $29.001Month TOTAL $1,668.001Month PURCHASE PRODUCT DESCRIPTION PART NO. PRICE ALUMINUM STEPS & DECK/STANDARD ALSD $6,238.791Each ALUMINUM ADA RAMP/STANDARD ALADA $12,187.41IEach TOTAL $18,426.20 EXHIBIT B t A WIC uIpment Dissiodpolort Qtl u0m monthly cost _--Extended ToW lei Building 60i m0i $1i660,00 11100W.00 ---I TOTAL MONTHLY LEASE II DawriplJorlI Scope Oty, u0m Unh Cost Tol Sold cost -—----------------- BkwktLo"t(Ssam/AnchodSk1d Insta1labon I EA $0,897,00 Nrchase of Aluminum ADA Ramp�AtAOA)and Adumilnum Stops&Dock (AILSO) I EA V8,426.20 $1 8�42620 Orimarift andi FWum of Suidirig,at and of 1601W Leaso Term or Emension 1 EA $7,W6,00i $7�903.00 Pal of Optilional Lessil Term(it Pumhase Option not Executed) TOTAL DEUVERY AND SITE SERIIACES: —--------------------- -1. . ........ 9. ........................................................ Damago Proporty Waiver 1 $1 00,0D0100 00,000,00 Gi UaNky Insurance I $190,00010(li $150o000,00 . ..................... .............. Proposal TOM)Induclas Morrill Rental Defivery IS i0stafti Diallinantle&Rolum DoWery and Opfil NOTE:ToW dol not�ncliuft apoicadols State and Local Taxes.Nol Monme County is TAx-exemi $135,299.20 SIMON, 'Low Proposal Dallas.SWO21 CfunoNo NNae.,, Ill 140 PAYiMENIT TER Al Aff prang is subaeot to credit approval and payment sormis Will be devnitermadl upon macefpt of required financial intomwaaon..Down,Fortnight percontago and mnbiloatafhi 1009 provided Won aW*hied,If mquinadl".Any and all arrelfbil . ..:sign and construction ageatcodad came wig be stated pi-. y or PRICKING all AM'pftng is hated,an non-wail faMS SUbted,id FlOoduCt Anrddoill Ord AMSstandartll forms and corrIghorks.This PfQPXW M good for( )Days and whon areculad wQ be made a park of our final Agreement,Pricing eon udea aMl tax",import and capon fees, permits,Intel fifes„all Iva ions and unkotowns Any Korries inol Will ar this Mpmad or a st anwa ate kkxcfuded6 GENES AL Ss CIPfCATIOsg Sa IPleaso note thol as the above Euqufprrank is,subpaol to aaiekaag invenkoay may have various speorNooaons aril Al iS providing our best configuration layouts awaaneble„but net&A floor ratans may Ibe it to the prooded concopaaat layouts,Time Egwapmal wwatbe'NMoww,Equgaraang C"oolginruabara of SquiGll wig:be AS oat 10irae era accompanying sirchoomabo aftiached hereto and made a pan..heraog, COLOR AND MATERIALS:All Materials are bazed on AWM Standard SaWdom Al+rural auppgy sleamol color losoactsere to Ohoode,form for plot consda xtion 4sl nawstandard paarc, p,Se Oaone want mood to bo made gomor to procumgrnent and marginate aded production of builifirtgo,For protects mAanng,ardsting buildil color aogslatioros MN:net be given as the buildings aria already complained IMPORTANT NOTICE IN REGM0 TO GENERATOR USE Time packal HVAC un ks on moduar buildings are dosqned to operate fi n,'Une Power',use of a gonardar to power Me wA could metal in maffuncsion,Any Hill service caugged,by use at a proacralor will be hossibie, rPrOPONAI aaataa tar seoaons tsl appMlnablai standard ular industry veha and equipmentnot include unk or seen anaah as Wo*sf refund adacaulm",,driver wwa it tWC auaaawMs, lamer pr a ng or'hidden vita oondalans,madrrnMara stated elms haraaw„Customer wwill be resod ter any a orssted immpa cts rasa train such evemil dloaa Mat inCkAsk Ettgimeonog beyond stanwdard ul'ar Engataering P for State Mo'duuliar Unification;rapt started etheraiaa hereon.AUtS wwarrants than tfa ar units are compilamt wuiidr the Rol SulkIding 0040 and Monroe County Budding Cade applicable to Monroe County,Florida including„but net arson to the 004l provrSioms thlaraol ponaaning ro wwoad load resistance, en include appgca&e sale dowelopment work up to budlding era hcJudng,but met headed to par",antmtea,aidemvalka,ses plum erg gwwowtan and sawuort,sire power gafaatacalq,sigirl Moodscapil and leocirri ungal started insharroroge hav°aan,Ourapsher and pod-owgohn to be of mltsd by Customer Any HVAC henna bench drains or piers ua aafaded from AIMS scope of work" S.Proposal domes net include services„mandeMds,pMpimug,„Ift rnotoma valvigs,connections,etc,to sit0 will and weal mmnitaas ataaad ofNororee hemtn,. S,Pmopogoak does not tricktill sannoss,manldaftdu 00ndurts POWs,males,dicsoloirrieft connecolons,at.to alga ofectiol Or gas �Usill Skated offienviggre,herein. 7',Proposal dose not analu ft any^woke,data,seolrdty,notification,Lira alarm ow fire Suppressions aysilaraus,i unfass stated)alloo wMoe heroorl ti,Proposal does not includil F'FE signal HVAC fell and bWwvJng„Condensation drains,ga ners,dovmrnpoute atc.i unferge stated othermisa hereon, a.Proposal deals not Mncclu a cooperaave,pus haong Islas or memtrrnsimt ill unless gaatod olharwnae herein.. [10,Proposal datesnot once rdo Mmfeniapkik C py C or State pe g, t o Regis etw es horses to*QuoCa La ate"and Pro "are usel Mntandsa eNtly and amp understood and a moat)by thoLagross to be amo a documant, The property daraseitia will program is a wooer of aargaln pfi damage aprsumancd vagaa mamants of oho siggyrodord ligiaggle agraomerd,ThA na not d loe donna as paopeaty a casualty insurance : rot;ra to k mourenca in any Wray. inigas ally ex"ed by AMIS m wreing,Viistogner fishe E4WPmwd or equipsorl value oxen h0rgl a n m shooll ah;O aassmaro bgaatibt ageafty,The anSurancs requmomki amp taAhred in the terms and conditions of the AIMS Standard Lease AgreamorN, t agree to dsawwar a caddi eta of insurance w era,den(1,0)days allow the delivery sd the eckLApmeng as SSetadl in the lamas and conditions Of the,All Surd Lease Agreement L It I, �al to dOwar the inSeral aedilfiaata,i undamotsrd AMS has the aright to,orpose a Missing or Expired IEvt Ise for each,MOOM that Loogion,taika to smoky proande the required Evidell of Insunince got arty coverage or for fiabiaty coverage. Coe act for Insurnal Phones 7pwcm, n Standard Mail 011aggion ti eau Invoicing,an wasi derv,Convenient anafimnm ly Custonmer oral to r invoice via SMS Ma,aewoamnaa watt be maaad tel o awraid tilde„provide us wuaw the proper armed address for No Email): AW Emad on Feal Pteaaa note the following hasporsont tigflingl banil • In addiflon to the fret oreal ronPall and fnibat Charged,diSmanttsl and rearm au'adwses),will be basted'on the mnrtat hirroo qam oiuding#sag rnanth for General Li Insurance and property Damage + Invoices are due an a wwith,a taw (=I dal ported.In be applied to alb post due amours. a' Advanced Modul Space,Ihcw preferred melhod of payment a ACNI"Payments model by cheek amp Metal to a P&W Check Fee,cluotted on the next Invoice • Advanced agglostaki SPOM.Inc,Preferred mmathad of MwoUgng%via WWmft tr$nWUWOn,Cruu m era dl to plOrA da,an ANAW add 'e' InvOl fism Owidardl mryami am VAOd to a POW awl fee,thargedl On the fralovil trivotice,. Paige,2 of 3 kredook.�. ��ro N'A ' Lease Pilropossill Dole:Sill Quote Il, 11140 Trial PMPW*he MA0*4 to Advivial Mwtw Sittal Ift"',favol"knoom As"WAS*crew app- of Customer,Tbo awomw is subled to madwill quasbral aessorwordo" Met theIrlottral oordatirwill he may be tiladWel 01 M*Cft*MY,,CuftoW W411 be adWiterd of Ow updated Mn tan The ismis Traporair"*Qxme Lardel an,und nilarolvarrosably A this Agreement all are underviced Is be one and 0%same document,BY 019009 Occurrent below A fa understood and agived bolvel"Paidies that OR) C4MOMOt 400"ts"fismilis all Itilis P'MPO"1"chiliti Pril ate0kakno,dardicaftne and Ow rellaremard Camel Docwner4s,as Wervil are 0*Modular Late Lease Aget"al%Wet Agiverillwarl ft General romile and Corldrions,each Equipment SchoOlAile and schamork drtplc%m bf Customer agrees to the Were and o*nesoris iof ne,AM$ seurdatell Leal Agiverram as mW*d hari sinker 10fts Mirld C01119110M are MOOMOMWI heroin by reference md me*a parl 0100 Owes Loftewtopcol 0 fts Quo" LeasorPirripose and me refarars Contract to Triclull the Al Maturl Lea"Assawriferta terms and cooftore,as malifilied,fill Modular UN Los",Agivervarret and scherrefic 000daft toseMer oonah"the iiAgreestrawar barteral the part"rdawdasW be fuly and dl Cudwwp instruch,AMS to Koko appropsials twoogamens;for Pire pestarabon and detmy of ft Ectulpreare W"Ortrid herein,Customer MY real 4 OWY 00 Mal AWICesille 101745 and 0ortrikkim;fmm Ai I Customer has pre'Alielially smicilified a matter eqlapmard Mao agreemarlif with AMS,1hose 16MIS OW 00104160060W V"m ffietransaction and this 410CUMOM as serve as retartred by the mWor lactutpriliewill low agreement,Scol Matter OqtAfPmwt%as*agreement terms al-nd condftilis am at 0 Noy selt forth heral The docureere Mal be VA%WmMO4 Mn lase el fn alledraft fortral Each party hersel to erased tar accept and relay upen such traw"tressi and oni the facalml dip al or sladmillft Wgnatums of am parties on the,Outtor,LessairPropoW PW such Quote ILsaesPproportal and W9na1ura$"I be sea as the or nil Agrearrart al straturser We on purposes and al be fully b0ild",The Und"9nod represent and they have the express su"of the pal they reprearl to soar wft,exacuter and:tXnd the P"i to":Quota leastelPfulposel and to the Ag—sal Advancred Modular Spa",Inc.('"'Lesser""( "bal9 d Of run� rise Co 1140 lg Moon Signature: &I, Signature: Name:Bob Ben Narrill Mciftialler Urldiron TMO,AMS Sales Represtardatirs "ll"ItIll Me rar Doty Silli MGlautar 17 PO Nb.: MONROE COUNTY ATTORNEl OFFICE APPROVED AS TO FORM JOSEPH DINOVO ISTAW COL*M ATTORNEY -'q i "A" -rbi- r4m oK,CLr'R TY CLERK par 3 013 EXHIBIT C M .AdvancedUodular Inc. Advanced Modulm Space 2900 S Oufncy Si.0425,Ar1hV0:P t,VA 22206 METER EQUIPMENT LEASE AGREEMENT This Master Equipment Lease Agreement (`Master Agreement') is made this 2nday ofr, 2021 (`Effective Date')by and between Advanced Modular Space,Inc.,Corporation with its headquarters at 2900 South Quincy Street,Suite#425;Arlington,Virginia 22206,and its successors and assigns('Lessor')and Monroe County, a political subdivision of the State of Florida with a primary mailing address at 1100 Simonton Street; Key West, Florida 33040('Lessee'). From time to time,Lessee may propose to lease,and Lessor may elect to lease to Lessee,various classrooms,trailers and/or relocatable,modular and/or pre-fabricated structures including various appurtenances,such as stairs,railings, furniture, kitchen equipment, security systems and the like (collectively referred to as the 'Equipment' or as the 'Building'),pursuant to the following covenants. Lessor and Lessee, intending to be legally bound,mutually agree that all Equipment leased by Lessee from Lessor after the Effective Date hereof shall be subject to the terms and conditions set forth by(i)the Modular Unit Lease Agreement executed between Monroe County,a political subdivision of the State of Florida and Advanced Modular Space.Incorporated;(ii)this Master Agreement;(iii)the General Terms and Conditions;(iv)the applicable equipment schedule (`Equipment Schedule') issued in conjunction with the subject lease transaction and variously described therein as the"Lease Proposal","Quote Lease"or"Proposal';and(v)a schematic depiction including dimensions, description and layout of the modular unit to be delivered.The Modular Unit Lease Agreement,Master Agreement. the General Terms and Conditions, Equipment Schedule and schematic depiction shall be collectively referred to as the`Agreement.' By its signature below,Lessee acknowledges that it has read the General Terms and Conditions dated January 2021 in their entirety,which are incorporated herein by reference,and agrees to be bound by the terms therein and this Master Agreement.Each party is hereby authorized to accept and rely upon facsimile signature or electronic signature of the other parry to this Agreement.Any such signature shall be treated as an original signature for all purposes and shall be fully binding.The undersigned represent that they have the express authority of the respective party they represent to enter into and execute this Agreement and bind the respective party thereby. 1. EQUIPMENT SCHEDULE. An Equipment Schedule for each addition to the Equipment covered under this Agreement will be prepared as the subject Equipment is leased by Lessee from Lessor.The Equipment Schedule will provide the particulars with reference to the Identification and/or Description of the Equipment,a Delivery Date for the Equipment,the Equipment Value,Minimum Lease Term,Periodic Rental hate and any other necessary specifics. All Equipment delivered to Lessee or at Lessee's direction and scheduled on an Equipment Schedule is subject to the terms and conditions of this Agreement. 2. MODIFICATION OF TERMS AND CONDITIONS.Tic above referenced General Terms and Conditions remain unmodified,and in full force and effect,except to the extent expressly set forth by this Agreement. Accepted By: Lessee Lessor 110ard of Advanced Meditilar Spw&1 o (signature) (signature)By. Michelle Coldiroa,M or w _ � � ��]G I'1 title) (narne and title) MONROE COUNTY ATTORNEYS - 2021 Dated: ,2021 APPROVED AS TO FORM 1-' KEVIN MAWK CLERK (h 7)- 03 STANT COLT DEPUTY CI�K AT�QRWEY �� DATE: M .AdvancedUodular Ilr1rC. ►�dva1 Modular Space Z oo s OtAinry St 042S,Arlingbtn VA 22206 LEASE AGREEMENT GENERAL TERMS AND CONDITIONS BY AND BETWEEN: ADVANCED MODULAR SPACE,INCORPORATED,LESSOR AND LESSEE PURSUANT TO ADVANCED MODULAR SPACE,INCORPORATED QUOTE LEASE 1. True Lease.This Agreement is awe lease and not a sale. Lessee shall not acquire ownership interest in the Equipment except through the exercise of the Option to Purchase by Lessee as set forth in Paragraph 4 of the Rockland Key Modular Unit Lease Agreement.The Equipment shall remain the sole personal property of Lessor,unless and until the exercise of the Option to Purchase by Lessee,even though the Equipment may become affixed to,embedded in,or be resting upon real property. 2.Delivery;Acceptance.Lessee shall take delivery on the date specified on Advanced Modular Space,Incorporated Quote Lease unless otherwise agreed in writing by the Parties. Upon delivery,Lessee agrees to timely inspect and accept the Equipment. Lessee shall have forty-eight (48) hours from the date of delivery to notify the Lessor, in writing, of any defects or deficiencies in the Equipment, such notice to specify each defect or deficiency in the Equipment. Unless Lessor receives timely written notice from Lessee as set forth herein and in Paragraph 12 of the Rockland Key Modular Unit Lease Agreement,Lessee is deemed to accept the Equipment and acknowledges that the Equipment is in good order and operating condition as of the date of delivery. The receipt and acceptance of the Equipment by Lessee obligates Lessee to pay the Rental and all other sums due under this Agreement. 3.Term of Lease;Extension.The term of this Agreement begins on the date of delivery of the Equipment and ends on the last day of the Initial Lease Term('Initial Lease Term'),or if applicable,the last day of the Extension Period during the Optional Lease Term(as herein defined and as defined in Paragraph 3 of the Rockland Key Modular Unit Lease Agreement).At the end of the Initial Lease Term,this Agreement is extended as set forth in Paragraph 3 of the Rockland Key Modular Unit Lease Agreement until the Equipment is returned to Lessor(the'Extension Period of the Optional Lease Term').Lessee shall have no right to cancel or terminate this Agreement during the Initial Lease Term. Lessee has no right to cancel or terminate this Agreement prior to delivery of Equipment unless agreed in writing by the Parties(and subject to cancelation fee). 4.Site Suitability;Inalpectfon.Lessor shall deliver Equipment to the project site listed in Advanced Modular Space, Incorporated Quote Lease(the"Site").Lessee 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 Lessor. Lessee warrants that the Site will have safe access,free from obstacles,obstructions,and 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. Lessee is responsible for securing all necessary permits,utility hookups,and all other Site preparation(unless otherwise stated in Lessor's scope of work)-provided,however,that Lessor shall be responsible to assure that the modular units are compliant with the State of Florida Modular Construction Standards and the Florida Building Code as set forth in Paragraph 8 and Paragraph 9 of the Rockland Key Modular Unit Lease AgreCnICrtt.Lessee shall own andlor have express legal authorization to locate the Equipment upon the site.If Lessee fails to provide such a site, then Lessee shall pay for any resulting additional delivery, installation, and knockdown and return charges, including, but not limited to,storage related charges attributable to delayed delivery andlor installation of the Equipment required andlor requested by Lessee.Lessee shall not alter the manner of installation or location of the Equipment without written consent of Lessor.Lessor shall have the right to enter the premises and inspect the Equipment during normal business hours during the Initial Lease Term of this Agreement and any Extension Period during the Optional Lease Term. Lessor does not recommend or support the stacking of Equipment. Do not stack Equipment unless you have the approval of qualified engineering professionals, comply with all occupational safety laws, and obtain all zoning, building,and occupancy permits.Notwithstanding any express terms to the contrary,Lessor disclaims all warranties, express or implied,if the Lessee stacks Equipment. M .Advanced iggg, Modular Spare �900 5 Quincy St#+I25 Arlirtgbort,VA 22206 5.Use;Mointerime;Co"don. Lessee has the right to peaceably and quietly hold,use and enjoy the Equipment, subject to the terms and conditions of this Agreement.Lessee shall use the Equipment solely in the conduct of its business and in a careful and lawful manner.Lessee agrees not to remove existing nameplates or decals affixed to the Equipment. Lessee shall pay any and all fees,charges and expenses and comply with all laws related to the use, possession,and operation of the Equipment while it is in Lessee's possession,including obtaining all approvals and permits related to the use and/or possession of the Equipment except those requirements set forth as the responsibility of the Lessor to assure that the modular units are compliant with the State of Florida Modular Construction Standards and the Florida Building Code in Paragraph S and Paragraph 9 of the Rockland Key Modular Unit Lease Agreement. Lessee shall maintain and keep the Equipment in good repair and safe operating condition during the term of this Agreement.Lessee shall keep the Equipment properly ventilated and shall not allow or permit any condition to exist that allows standing water to accumulate in, on or under the Equipment. Lessee shall not, without Lessor's prior written consent, make any changes, alterations or improvements in or to the Equipment or remove any pans, accessories or attachments therefrom.Lessee assumes full responsibility for any stairs,railings,furniture,accessories, attachments or other items missing from the Equipment until Lessor retakes possession of Equipment.If Lessee should require Equipment that meets certain local codes and/or ordinances,Lessee shall notify Lessor at the time Equipment is ordered.Any special requirements shall be handled on a case-by-case basis. 6. Hazardous Materials.Lessee shall not use,release, store,dispose of, or otherwise have present any Hazardous Materials in, on, under or near the Equipment, unless Lessor shall have first consented in writing to such use or presence of Hazardous Materials, and such Hazardous Materials are used, stored, manufactured, disposed of or otherwise present in accordance with all applicable laws.'Hazardous Materials'shall mean any explosives,flammable substances, radioactive materials, asbestos, paints containing lead, materials containing urea, formaldehyde, polychlorinated biphenyls,oil,petroleum byproducts,or any other hazardous,toxic,dangerous or otherwise regulated substances, wastes,pollutants,contaminates,or biological substances(including fungi,bacteria,mold and microbial matter of any kind)whether having such characteristics in fact or defined as such under federal.,state or local laws and regulations.Lessor is not liable for any Hazardous Materials pre-existing on Site. 7.Rent;Fees;Taxes;Late Charges.Rent begins to accrue upon completion of delivery and set-up of the Equipment (the `Delivery Date'). Lessee shall pay Lessor, in advance, monthly rent for the on the due date in each monthly invoice at the Rate Per Month stated in this Agreement during the Term,and at the Rate Per Month established by Lessor during the Extension Period.If any payment is not paid on the due date.Lessee agrees to pay Lessor a charge of 1.5%or maximum amount permitted by law,per month of the amount in arrears for the period such amount remains unpaid. Lessee shall pay or, if requested by Lessor,reimburse Lessor for any and all sales, use,personal property taxes,or other taxes,fees or assessments levied against or imposed upon the Equipment,its value,use or operation or levied against or based upon the rentals paid or to be paid hereunder to the extent that Lessee is liable therefor.Lessee is exempt from sales and use taxes.A copy of the tax exemption certificate will be provided by Lessee to Lessor upon request.Payments shall be effective upon receipt.Lessor may apply any payment from Lessee against obligation due and owing by Lessee under this Agreement,regardless of any statement appearing on or referred to in any remittance from Lessee or any prior application of payment.The receipt by Lessor of a partial payment of any amount due to Lessor endorsed as payment in full will be deemed to be a part payment only,and say endorsements or statements on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction,and notwithstanding said endorsements, Lessor may accept and deposit said check without prejudice to its right to recover the balance. Lessee's obligation(without prior notice or demand)to pay rent and all other amounts due hereunder shall be absolute and unconditional,and not: be subject to any abatement, set off,defense, recoupment, or reduction for any reason whatsoever. &No Liens. Lessee,at its sole cost and expense,agrees to keep the Equipment free and clear of any and all claims, liens,security interests,encumbrances or attachments not arising out of Lessor's acts including,without limitation, mechanics'and materialman's liens. 9.Mumtaz/1la limnity.Lessee agrees,to the extent allowable by law,to indemnify,defend and keep harmless Lessor, its parents,subsidiaries,affiliates,directors,off om,agents,employees,and invitees, from and against any and all N .Advanced mod,� im Advanced Modular Space _,..t., 2900 S Qulrxy St 0425,Arlington,VA 22206 losses,claims,casts and attorney's fees and expenses,including but not limited to those arising out of or to the extent caused by the negligence of Lessee or its agents or employees while Lessee bears the risk of loss as defined in Paragraph 10,including,related to or resulting from:(a)any loss or damage to the Equipment or any part or component thereof;(b)the death of,injury to,or damage to the property of,any person or party related to or arising out of or resulting from Lessee's use, possession, condition, return or repossession or relocation (other than by Lessor's employees and/or subcontractors)of the Equipment and any part or component thereof;and/or(c)failure of Lessee to maintain the Equipment as agreed to herein.Lessee shall give Lessor immediate notice of any claim or liability hereby indemnified against. Lessor agrees,to the extent allowable by law,to indemnify,defend and keep harmless Lessee,its parents,subsidiaries, affiliates,directors,officers,agents,employees,and invitees, from and against any and all losses,claims,costs and attorney's fees and expenses,to the extent arising out of or caused by the negligence of Lessor,its agents or employees, while Lessor bears the risk of loss including: (a)any loss or damage to the Equipment or any part or component thereof; (b)the death of, injury to,or damage to the property of,any person or party related to or arising out of the delivery and installation,return or repossession or relocation (by Lessor's employees and/or subcontractors) of the Equipment and any part or component thereof. Lessor shall give Lessee immediate notice of any claim or liability hereby indemnified against. EACH INDEMNITOR IN NO WAY MEMNIFIFS AGAINST THE NEGLIGENCE OR WII UrM MISCONDUCT OF THE INDEMNrmL 10.Loss;Bator sM Upon delivery of Equipment and until Equipment is surrendered to the Lessor,Lessee assumes the risk of all loss and damage to the Equipment from all causes,including loss of use.Upon the occurrence of the total loss of the Equipment, to such an extent as to make the repair thereof uneconomical (in Lessor's reasonable opinion)Lessor shall declare the Equipment a Total Loss.In the event of a Total Loss,Lessee shall pay Lessor,on the next date for the payment of rent,the rent then doe plus the value of the Equipment(the `Equipment Value')as stipulated in the Equipment Schedule issued pursuant to the Agreement plus the value of all accessories listed on the Quote Lease,Iess all insurance proceeds actually paid and/or assigned to Lessor from insurance maintained by Lessee, plus all applicable sales and/or transfer taxes(the 'Total Loss Amount'). Upon Lessor's receipt of the Total Loss Amount,the Lessee's lease obligation will terminate.Lessor will transfer available documents of ownership of the Equipment to Lessee or its insurer unless Lessor agrees to dispose of the Equipment at Lessee's cost and expense.In the event of loss or damage to the Equipment that does not constitute a Total Loss,to the extent such loss or damage is caused during Lessee's use or possession of the Equipment,Lessee shall pay or reimburse Lessor, to the extent Lessor has not been paid or reimbursed from insurance maintained by Lessee, for the repair of such damage as reasonably directed by Lessor to the condition required by this Agreement.Any loss of damage to the Equipment shall not reduce or otherwise abate Lessee's obligation to pay all rental payments when due(except in the event of a Total Loss and Lessor's receipt of the Total Loss Amount, in which case the terms of this Agreement state that the lease obligations terminate).Lessee's obligation to pay Lessor amounts pursuant to this Section 10 shall be binding upon Lessee in accordance with the terms hereof. 11.Iasurance.Lessee's responsibility for the Equipment begins immediately upon delivery.Lessee shall obtain and keep in force during the entire Term and/or Extension Period,liability and property insurance as follows:(A)General Liability Insurance:A policy of combined bodily injury and property damage insurance insuring Lessee and Lessor against any liability arising out of the use,maintenance,or possession of the Equipment.Such insurance shall be in an amount not less than S 1,000,000 per occurrence.(B)Property Insurance:A policy of insurance covering all loss or damage to the Equipment, including flood and earthquake, for not less than 100% of the Equipment Value and accessories, less deductibles, for the full Term of the Agreement. (C) General: (1) Lessee's insurance for the Equipment shall be issued by insurance companies reasonably satisfactory to Lessor.Such insurance shall be primary, and any other coverage carved by the Lessor shall be excess and non-contributory. Within ten(lo)days after the delivery of the Equipment, Lessee shall provide Lessor with evidence of the required insurance. The evidence of insurance must provide Lessor with thirty(30)days prior written notice of any cancellation.Any proceeds of such insurance shall be paid to Lessor and she be applied to the replacernent of the Equipment or payment of monies under MVCInCedUaftlar SPWD, InC. Incod Wdular Space29g0 5 Auincy St#425,Arfmgton,VA 22206 this Agreement,at the option of the Lessor.Lessee shall comply with all requirements of the insurance underwriters or any governmental authority.(2)Lessee shall pay a Missing or Expired Evidence fee for each month that Lessee fails to timely provide the required Evidence of Insurance for property coverage or for liability coverage.Such fees shall be calculated by Lessor at its then prevailing rate(s). Payment of such fees shall not provide Lessee with any insurance coverage,nor excuse Lessee from performing its obligations under Sections 9 and 10. 12.Defaults;Remedies. (A)Lessee shall be deemed to be in default hereunder upon the occurrence of any of the following events(`Events of Default'):(1)Lessee shall fail to make any payment due hereunder within ten(10)days after its due date;(2)Lessee shall fail to perform or observe any other material term,covenant,or condition of this Agreement;(3)Lessee shall have abandoned the Equipment;(4)any representation or warranty of Lessee shall have been untrue in any material respect when made,or any information submitted by Lessee to Lessor shall be false or misleading in any material respect;or(5)Lessee shall have defaulted under any other agreement with Lessor.(B) Upon the occurrence of an Event of Default,with written notice thereof and a reasonable opportunity cure provided to Lessee,Lessor may declare this Agreement to be in default,and thereafter may exercise any one or more of the following remedies: (1)declare the rent for the Term and all other unpaid rent, fees, taxes and charges under this Agreement immediately due and payable.(2)Repossess,retake and/or retain any or all of the Equipment free of all rights and claims of Lessee without notice,without legal process,or judicial intervention,and without releasing Lessee of any term,covenant or condition provided herein: (3)Sell or otherwise dispose of any or all of the Equipment, whether or not in Lessor's possession, in a commercially reasonable manner and apply the net proceeds of such disposition,after deducting all costs,to the obligations of Lessee,with Lessee remaining liable for any deficiency;(4) Terminate this Agreement; and/or (5) Exercise any other right or remedy available to Lessor at law or in equity. Lessor's failure to exercise any remedy listed herein shall not constitute waiver of any Event of Default and shall not constitute a waiver of any other term or condition of this Agreement.Lessee shall pay Lessor's reasonable legal fees and other costs and expenses reasonably incurred by reason of any Event of Default or enforcement of this Agreement. No right or remedy referred to herein is intended to be exclusive,and each may be exercised concurrently or separately and from time to time.In the event Lessor shall repossess or retake the Equipment,and there shall be in or attached to such Equipment any property owned by,or in the custody or control of Lessee,then Lessor is hereby authorized to take possession of such property for a period of ten(10)days.Thereafter,if,after notice to the Lessee by the Lessor of the presence of property owned by Lessee in such Equipment,any such property is not claimed and taken by Lessee within ten(10)days after Lessor repossesses or retakes the Equipment,such property shall be deemed abandoned by Lessee,and Lessor shall have the right to dispose of it.(C)Lessee and Lessor waive all right to trial by jury of all claims,defenses,counterclaims and suits of any kind arising from or relating to this Agreement. 13. Return of EquipmieW;Termination of Lease. At the end of the Initial Lease Term or any Extension Period during the Optional Lease Term,Lessee shall make the Equipment available to Lessor,without impediment,at the Delivery Address or any other address to which Lessor has previously provided written approval of relocation of the Equipment. Any impediment to pick-up of the Equipment may result in additional charges to Lessee. Lessee shall provide Lessor with at least thirty(30)days advance written notice of the return of the Equipment.In the event Lessee does not provide thirty(30)days advance written notice of the return of the Equipment and/or earlier pick-up of the Equipment is requested by Lessee(and can be effected by Lessor),Lessee shall reimburse Lessor for any related costs and expenses associated with the immediate pick-up of the Equipment.Lessee acknowledges and agrees that during the Extension Period within the Optional Lease Term all amounts for return freight,knockdown and dismantle will be billed by Lessor to Lessee at the rates then in effect on the date of unTender.Termination will become effective only when the Equipment has been returned or surrendered to Lessor as herein provided and Lessee has paid Lessor all rental and other charges applicable to the Equipment.Lessee agrees that prior to the return of the Equipment to Lessor or upon notice of its repossession; Lessee shall, at its sole cost and expense, immediately disconnect all utilities, remove all of Lessee's personal property,and vacate the Equipment.Lessee hereby consents to entry by Lessor or its agents upon the premises where the Equipment may be located for return or repossession of the Equipment.Lessor shall not be responsible for site restoration.Lessor shall not be liable for any damage to any personal property left in or on the Equipment or for keeping or storing any personal property of Lessee left in or on the Equipment;any such property which Lessee does not claim or take possession of within teri(10)days after Lessor repossesses or retakes the Equipment and provides the notice as provided in Paragraph 12,Hereof,will be deemed abandoned by Lessee. i N .Advanced moww sym, ing. Advanced Modular Space 2900 S Oulncy 5L#425 Arlington,V►rl 22206 Any fixtures,accessories.and additions to the returned Equipment shall be deemed part of the Equipment and the property of Lessor.Lessee shall reimburse Lessor for reasonable costs incurred related to the return of the Equipment and in repairing, cleaning or otherwise restoring the Equipment to its condition when delivered, nonetheless, the Equipment will be assessed a cleaning fee relative to the condition in which the Lessor picked up the Equipment, ordinary wear and tear as customarily sustained in a commercial building,obsolescence,deterioration of the units not caused by any act of agents or employees of the COUNTY and damages resulting from the elements, fare or other casualty, excepted. 14.Limited Warranty.For as long as Lessee timely makes all payments due hereunder,Lessor warrants throughout the Term of this Agreement and any Extension Period during the Optional Lease Term that it will repair structural or mechanical defects in the Equipment(excluding HVAC filters,fire extinguishers,fuses/breakers,light bulbs or other ordinary course repairs or maintenance)provided that Lessee notifies Lessor in writing of any defects,malfunctions, or leaks within two(2)business days of Lessee's knowledge of the occurrence thereof.In any event,the liability of Lessor shall be limited solely to the repairing of defects of the Equipment.Lessor shall have no liability for the repair of any defect or condition resulting from Lessee's relocation of the Equipment,utilities connections,work or alteration of the Equipment by other than Lessor,use of the Equipment for a purpose for which it was not intended,vandalism, misuse of the Equipment,for excessive wear and tear,or for which timely notice is not provided to Lessor.The repair of the Equipment by Lessor due to a defect or condition resulting from any of the preceding causes shall result in additional charges to the Lessee.Lessor shall have no liability whatsoever for any consequential,incidental or punitive damages, costs or expenses. Except as speciditally provided herein, Lessor disclaims any and all warranties, express or implied, related to the Equipment and any maintenance or repair work performed by Lessor including warranties for merchantability,suitabigty,or fitness for a particular purpose. 15.Assrlppnment.Lessee shall not assign this Agreement or sublet the Equipment without the prior written consent of Lessor, subject to credit approval. This Agreement shall be binding upon any permitted assignee or successor of Lessee. Lessor may assign within its organization any of its rights andlor obligations hereunder without notice to Lessee.Lessor will not assign to a third party who is not affiliated with Lessor without notice to Lessee. 16.Miscellaneous.(a)Time is of the essence with respect to this Agreement.(b)This Agreement,as incorporated in the Rockland Key Modular Unit Lease Agreement, may only be amended by a writing signed by both parties. (c) Severability- If any provision of this Agreement is deemed unenforceable for any reason,then such provision shall be deemed stricken and shall not affect the enforceability of any of its other provisions. Notwithstanding anything contained herein to the contrary, if it should be determined by a court of competent jurisdiction that any indemnification or other protection afforded to an indemnitee under Section 9 would be in violation of or otherwise prohibited by any applicable law, then Section 9 shall automatically be deemed to be amended in a manner which provides the maximum indemnification and other protections to such indemnitee consistent with such applicable law. (d)The obligations of Lessee under Sections 7, 8,9 and 10 which accrue during the term of this Agreement,shall survive the termination of this Agreement.(e)If Lessee fails to perform any of its obligations hereunder.Lessor shall have the right to affect such performance;the amount of any out-of-pocket and other reasonable expenses of Lessor incurred in connection with such performance shall be payable by Lessee upon demand. (f) Lessor shall not be responsible for delays beyond its control. (g) Lessor shall have no liability whatsoever for any consequential, incidental or punitive damages,costs or expenses.(h)Lessee irrevocably appoints Lessor or its agents or assigns as Lessee's attorney-in-fact to execute any UCC financing statements, documents, and checks and drafts related to payment of any loss,damage or defense under policies of insurance required by this Agreement. (i)Each party is hereby authorized to accept and rely upon an emailed, facsimile, or electronic signature of the other party on this Agreement or any amendment thereto.Any such signature shall be treated as an original signature for all purposes.0) Each party is hereby authorized to accept and rely upon documents in paper or electronic format. Advanced Modular Space,hm Lease Agrees seW General Tertma and Conditions January 2021 EXHIBIT D i a b H g c ; A m i � W fit R7 ®R. 0 00c Omr � za m N � J rNhC �aVAC i1 1 O � n n = z 237-F m z o x-4 �i p C EXHIBIT E 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 on a contract to provide any goods or services to a public entity, may not submit a bid 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 CONTRACTOR 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, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Weespondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. (Signature) Date: Z /Z0-2-1 STATE OF: V r � COUNTY OF: `ku Subscribed and sworn to for affirmed) befor me,b means of @(physical presence or❑ online notarization, on 2#1 (date) by Q r n (name of afflant). He/She is personally known to me or has produced Y �•+ N+f^"'�••of identification) as ��aO 7 . yip'•,, yo....... ......identification. 0 . bT 13 •,,, �IRGti� ,� iuuauti '' My Commission Expires: Z3 SWORN STATEMENT UNDER ORDINANCE NO.OW19M SWORN STATEMENT UNDER ORDINANCE NO.010-19W MONROE COUNTY, FLORIDA ETHICS CLAUSE A�venixaJ t-Aa 1v 6y- 2.c-c e- I I k-4 , (Company) "...warrants that he/it has not employed, retained or otherwise had act on his/her 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. Far breach or violation of this provision the County may, in its discretion, terminate this Agreement without liabillty 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." (Signature) Date: 17 Z-o 21 STATE OF: f COUNTY OF: ! �. Subscribed and sworn to(or affirmed)before me, by means of 11(physicai presence or El online notarization, on v? I 20 2-1 -f (date)by fY1Y Q � !;?,n I (name of affiant). He/She is personally Imown to me or has produced --- ;.4�w of identification)as iderditir ation. o,�0 ' ...., '� o �y•• S NOTARY PUBLIC ti O; aW Oya+ ►� .......•' My Commissiori 3t -�fg o Z N IN1111i 11 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 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 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 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 bid 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 bid, 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 eontendere 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. B. 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#ally with the above requirements. (Signature) Date: 4 12o 2- STATE OF: COUNTY OF: ti Subscribed and swom to (or affirmed) befor me, y means of ical presence or❑ online notarization, f on (date) by ►' h ( ame of affix t). He/She is personal) �yn to me or has produced (type of ,� ,, identification. k'- +u1. orpRy NOTARY PUBLI . RED ug 1 * .�e My Commission Expires: p�E S DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 4/28/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Christina Casanova Bowen, Miclette& Britt Insurance Agency, LLC PHONE 713-880-7100 FAX N°:713-880-7166 1111 N. Loop West, Suite 400 A/C No Ext: Houston TX 77008 E-MAILADDRESS: ccasanova@bmbinc.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: National Union Fire Ins Co of Pittsburg 19445 INSURED ARIESBUILD INSURERB: Navigators Ins Co 42307 Advanced Modular Space, Inc. INSURERC: United States Fire Insurance Co. 21113 2900 S. Quincy Street, Suite 425 Arlington VA 22206 INSURER 7 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:414410568 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MWDD/YYY MWDD/YYY A X COMMERCIAL GENERAL LIABILITY Y Y 3780666 11/19/2020 11/19/2021 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $100,000 A proved Risk Management with Attachments MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY jECT � LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: 4-28-2021 $ A AUTOMOBILE LIABILITY Y Y 3761760 11/19/2020 11/19/2021 COMBINED SINGLE LIMIT $ Ea accident 1 000 000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NOTOSWNED Per a RTY DAMAGE $ B UMBRELLA LAB X OCCUR Y Y CH2OEXCZOOSUAIV 11/19/2020 11/19/2021 EACH OCCURRENCE $5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ C WORKERS COMPENSATION Y 408-740216-4 11/19/2020 11/19/2021 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The following policy provisions and/or endorsements form part of the policies of insurance represented by this certificate of insurance. The terms contained in the policies and/or endorsements supersede the representations made herein. Electronic copies of the policy provisions and/or endorsements listed below are available by emailing: certificates@bmbinc.com General Liability: Blanket additional insured Ongoing Operations per form#CG 20 10 04 13 Blanket additional insured Completed Operations per form#CG 20 37 04 13 Blanket waiver of subrogation per form#CG 24 04 12 19 See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: ARIESBUILD LOC#: AC"J?o ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Bowen, Miclette& Britt Insurance Agency, LLC Advanced Modular Space, Inc. 2900 S.Quincy Street, Suite 425 POLICY NUMBER Arlington VA 22206 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Blanket primary/non-contributory per form#CG 20 01 12 19 Automobile: Blanket additional insured per form#87950 9/14 Blanket waiver of subrogation per form#62897 6/95 Blanket primary/non-contributory per form#CA 04 49 11 16 Worker's Compensation: Blanket waiver of subrogation per form#WC 42 03 04 B Blanket alternate employer per form#WC 00 03 01 A Umbrella: Blanket additional insured perform#NAV-EXC-001 04/10 Blanket waiver of subrogation per form#NAV-ECD-6012 01/11 Blanket primary/non-contributory per form#NAV-EXC-348A 01/11 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: 3780666 COMMERCIAL GENERAL LIABILITY Effective Dates: 1111g/2020 11/19/2021 CO2O1OO413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. � ��U��Un�� U U�� n�� LESSEES n�� nnn'�m�� nn�� "��m�� '�� CONTR��o�� 0 �� o�� ACTORS�� n �� nm�� n� `�� 0��~N�� n�vmn��m�m�� n m��n� This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any person or organization whom you Per the contract or agreement become obligated to include as an additional insured as a result of any contract or agreement you have entered into Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section U — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional imnurodn, the following additional organization(s) shown in the Sohadu|o, but only with exclusions apply: respect to liability for "bodily injury", ''P/»PertY This insurance does not apply to "bodily injury" or damage~ or ''poruuna| and advertising irjury" "property damage"occurring after: caused, in whole orim part, by: 1. All work, including materials, podo or equipment 1 Youra�uoromi�uiono'or~ ' furnished in connection with such wmrk, on the 2- The acts or omissions of those acting on your project (other than oemine, maintenance or behalf; repairs) to be performed bvornn behalf ofthe in the performance of your ongoing operations for additional insured(s) at the |uoadnm of the the additional insured(s) at the location(s) covered operations has been completed;o/ designated above. 2' That portion of "your work"out of which the injury However: or damage arises has been put to its intended use by any person or organization other than 1 The insurance m#nndod �n such additional - another contractor orauboun�naotor �n��g�� in insured only applies to the extent permitted by law; pe�omningoperations for mprincipal as part of 'and the same project. Q- |f coverage provided iothe additional insured in required by o contract or agroament, the insurance afforded tosuch additional insured will not be brooder than that which you are required by the contract or agreement 10 provide for such additional insured. Policy Number: 3780666 Effective Dates: 11119/2020-1111912021 C. With respect to the insurance afforded to these 2. Available under the applicable Limits of additional insureds, the following is added to Insurance shown in the Declarations; Section III—Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the applicable required by a contract or agreement, the most we Limits of Insurance shown in the Declarations. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement;or Page 2 of 2 @ Insurance Services Office, Inc., 2012 CG 2010 04 13 COMMEACk�LK3ENERALLU�0|L�� Pn|iny�umbnc �7�U��5 Effocti"eDates: 11/102020 11/102021 CG20 370418 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. � ��U��Un�� U U�� n�� LESSEES n�� nnn'�m�� nn�� "��m�� '�� n��n�� ~ COMPLETED n��Un�� CONTRACTORS�� n �� °�nmm�� n �� OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization whom you Per the contract or Agreement become obligated to include as an additional insured as a result of any contract or agreement you have entered into Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section |1 — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as on additional insured the person(s) or additional insureds, the following is added to Section |U organization(s) shown in the Sohedu|e, but only —Linmits Of Insurance- with respect to liability for "bodily injury" or If coverage provided to the additional insured is property damage" coused, in whole orinpart, by required by a onmtnuo1 or agreement, the most we will °your work" at the location designated and pay on behalf nfthe additional insured is the amount of described in, the Schedule of this endorsement inouranma� performed for that additional insured and included in the �nnduo�+cnmp|e�d operations hazard". Requi«x1byth�onmhao or�gneomon1�nr hmzard~ 2. Available under the applicable Limits of Insurance �howmimthoDeo|e��iomo'' However: 1. The insurance afforded to such additional is less. . insured only applies to the extent permitted This endorsement nhmU not increase the applicable by law;and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured in required by a contract or egreomemt, the insurance afforded tosuch additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 0 Insurance Services Office, |nn.. 2O12 Page of