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HomeMy WebLinkAboutC23-135 Fading West Building Systems Page 1 of 21 SUPPLY AGREEMENT PURCHASE ORDER This Supply Agreement Purchase Order (“Purchase Order”) provides the general terms and conditions under which Fading West Building Systems, LLC (“Fading West”) a Colorado limited liability company, will supply modular units (“Modular Units”) for Eagle County, Colorado, a body corporate and politic (“Purchaser”). Fading West and Purchaser are each a “Party” and are collectively the “Parties.” Fading West and Purchaser hereby incorporate the attached Terms and Conditions, which shall apply to the Purchase Order. Together, the Purchase Order, the Terms and Conditions, and all attached Exhibits shall constitute Purchaser’s Supply Agreement. Purchaser hereby agrees to purchase, and Fading West hereby agrees to supply, the following Modular Units on the following terms: MODULAR UNIT ORDER Modular Unit Type Number of Units Price Per Unit Total Cost 16’ Antero (1,024 sf) 4 $155,648 $622,592.00 18’ ADU (468 sf) 16 $72,540 $1,160,640.00 Total $1,783,232.00 DEPOSIT SCHEDULE Due Date Deposit Purpose Payment Terms Payment Amount Effective Date Engineering Deposit 10% of Modular Order $178,323.20 8/1/23 Pre-Production Deposit 45% of Modular Order $802,454.40 10/1/23 Material Purchase Deposit 40% of Modular Order $713,292.80 12/31/23 Post-Production Deposit 5% of Modular Order $89,161.60 Sales Tax Modular Order Price x 52%, x 8.15% = Tax 1 Sub-Total $1,783,232.00 Change Orders, Surcharges, Fees TBD Purchaser acknowledges and agrees that all payments must be received in full, including all deposits, tax, change orders, and surcharges as set forth above, prior to Fading West providing a Ready to Ship date. Prior to April 1, 2023, Purchaser may modify the Project order subject to the mutual agreement of the parties to reflect the final design. Such revised order shall be documented by a written amendment to this Agreement. In the event the parties can’t agree to the order modification, any deposits paid shall be refunded less any documented costs incurred by Fading West. Purchaser further acknowledges that it is responsible for the cost and installation of any required fire suppression systems as well as other obligations as provided in Section 3.5 of the Terms and Conditions. Notwithstanding anything contained in this Purchase Order, Purchaser will have a one-time right of assignment of this Purchase Order to the Eagle County Housing and Development Authority. Such assignment will be subject to approval by Fading West based on confirmation of adequate funding. 1 See Section 6.11 in Terms and Conditions. DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 2 of 21 PROJECTED MANUFACTURING SCHEDULE Estimated Production Commencement: December 2023 Estimated Production Completion: January 2024 The Production Commencement and Completion date is dependent upon material, labor, and manufacturing capacity and is subject to change. The parties by their duly authorized representatives have caused this Supply Agreement Purchase Order to be executed as of the later date set forth below (the “Effective Date”). Fading West Building Systems, LLC By: Name: Title: Date: Purchaser: County of Eagle, State of Colorado, by and through its Board of County Commissioners By: Name: Kathy Chandler-Henry Title: Chair Date: DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Rex King 4/11/2023 Director of Project Management _____________________________Matt Scherr _______ 4/18/2023 Vice Chair Page 3 of 21 TERMS AND CONDITIONS These Terms and Conditions (“Terms and Conditions”) are incorporated into and for all purposes made a part of the Supply Agreement Purchase Order (“Purchase Order”). Together, the Purchase Order, these Terms and Conditions, and all attached Exhibits constitute the Purchaser’s Supply Agreement. In consideration of the terms and mutual promises contained herein, the Parties agree as follows: 1. DEFINITIONS. 1.1. “Notice to Proceed.” The signed Purchase Order shall constitute Purchaser’s Notice to Proceed with Purchaser’s Order of Modular Units and Purchaser’s agreement to these Terms and Conditions. Purchaser acknowledges and agrees that execution of this Agreement initiates a manufacturing process for Purchaser’s order that is carefully sequenced with other orders and therefore subsequent schedule adjustments may not be possible. Any adjustments to the manufacturing schedule shall be subject to the determination of Fading West provided that such determination does not create unreasonable delays for Purchaser. 1.2. “Supplier Designation.” Purchaser designates Fading West as the supplier of the “Modular Units” for Purchaser’s project. 1.3. “Completion Date.” The date on which the modular label is issued by the Third-Party Inspector to each Modular Unit 1.4. “Ready to Ship.” The date all Purchaser’s payment obligations have been fulfilled and the modular unit is ready for transportation. 1.5. “Documentation.” The documentation and materials furnished by Fading West or its vendors related to Fading West’s Modular Units, including but not limited to specifications and finish selections in use at the time of this Purchase Order. 1.6. “Schedule.” The projected manufacturing schedule as set forth in the Purchase Order. 1.7. “Modular Unit.” A Modular Unit is a single unit of Fading West’s production that may be combined with other Modular Units to construct a home. 2. FADING WEST’S OBLIGATIONS. 2.1 Modular Supplier. Fading West shall provide Modular Units consistent with the approved plans (the “Approved Plans”) and Documentation as provided to Purchaser at the time of order. 2.2 Drafting and Engineering Services. Drafting and engineering services are provided by third parties as needed pursuant to the Approved Plans. Fading West reserves the right to change third-party engineering services at any time. 2.3. Architect. Architectural and structural designs are provided by a design professional for each Modular Unit. The design professional possesses sufficient skill, knowledge, experience, and ability to fully perform the design services. Purchaser acknowledges and agrees that Fading West has no responsibility or liability for professional designs or architectural services. 2.4. Inspectors. An authorized inspector (the “Third-Party Inspector”) shall inspect and certify Fading West’s Modular Units for building code compliance. When the final factory tests have been performed and observed, and any quality assurance/quality control items noted by the Third-Party Inspector have been completed and corrected, the Third-Party Inspector shall issue the modular label to that Modular Unit indicating its certification and building code compliance. Fading West shall be solely responsible for the costs of the Third-Party Inspector. 3. PURCHASER’S OBLIGATIONS. 3.1 Communication. After executing this agreement, Purchaser agrees to respond within three (3) business days to any material requests for information or clarification from Fading West regarding the manufacturing schedule or any other aspect of Purchaser’s order. Purchaser’s failure to respond within five (5) business days creates manufacturing delays, and therefore shall constitute an Event of Default as defined herein. 3.2 Purchaser’s Architectural and Engineering Responsibilities. Purchaser shall be responsible at its expense for any architectural and engineering services not included in Fading West’s Approved Plans. Purchaser acknowledges and agrees that Fading West is not an architect and Purchaser represents and warrants it shall not hold Fading West responsible for any third-party design errors, omissions, or failures. 3.3. Appliances. Refrigerator, oven, range, microwave, and dishwasher (“Appliances”) are not included in the Modular Units supplied by Fading West and are the Purchaser’s responsibility to purchase and install. 3.4 Cosmetic Blemishes. Drywall cracks, nail pops, and final door adjustment are a normal consequence of the construction process. Slight movement or shifting in the structure are also a normal consequence of the transportation and installation process. Final door adjustment may be required after Modular Units are set. Drywall cracks and nail pops will occur in the Modular Units, particularly at high stress points (e.g., at the corners of large windows and door openings), which will require drywall repair and paint touch-up or entire wall repainting. Repairs and adjustments described in this paragraph are the responsibility of the Purchaser. In addition, repairs and adjustments in this paragraph are specifically excluded from the Warranty, and will not be cause for failure to accept the Modular Units when Ready to Ship. Fading West does not repair stress cracks that occur when Modular Units are placed on a transportation chassis or storage cribs because these areas will most likely crack again during delivery and installation, which in turn increases the difficulty of a repair for Purchaser if previously repaired. Purchaser acknowledges and agrees that repairs of cosmetic blemishes are solely the responsibility of the Purchaser. DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 4 of 21 3.5 Fire Suppression. It is Purchaser’s obligation to determine if local building codes at the project site require fire suppression/sprinkling. If required, Purchaser shall contract for installation of code-compliant fire suppression through a Fading West-approved fire suppression supplier. Purchaser’s obligations include, but are not limited to the design, stamped plans, drawings for final approval, and the installation of the fire suppression system both in the Modular Units during manufacturing in Fading West’s manufacturing facility and the project site. Purchaser will select and engage the fire suppression system contractor to install the system with adequate lead time and without causing a delay to the manufacturing schedule. Purchaser is responsible for any delays related to selecting the contractor or resulting from the performance of the work to install the fire suppression system. The Purchaser is responsible at its expense for all suppression and fire alarm system(s) installation and testing. To the extent permitted by law, the Purchaser and its contractors hereby shall defend, indemnify, and hold Fading West harmless for any Claims, damage and/or expense resulting from any failure or malfunction of such fire suppression and/or fire alarm system(s) during or after completion and construction of the project. The manufacturing schedule of the Modular Units is critical, and any delays can cause significant expenses. Therefore, it is essential that Fire Suppression work must be performed according to Fading West’s manufacturing schedule. Failure of Purchaser and/or their contractor to perform their work at the time and in the amount of time required by Fading West’s manufacturing schedule may result in having to perform all or any unfinished factory fire suppression work at the project site after the Modular Units are completed from the factory at the Purchaser’s sole cost and expense. Fading West shall, subject to the confidentiality and nondisclosure provisions of this Agreement, provide copies of Fading West’s design drawings and any other readily available information to enable Purchaser’s contractor to complete its design and installation of the fire suppression system. Fading West shall advise the Purchaser and contractor when the system(s) must be installed and shall permit the contractor to install the factory portion of the fire suppression and/or fire alarm system(s) during the required times and dates. 3.6 Transportation Services. Purchaser is responsible for transportation of modular units. In all cases, responsibility for transportation is entirely upon Purchaser or its transportation company once the Modular Unit is after the Completion Date. Purchaser has the option of requesting transportation referrals from Fading West. Purchaser acknowledges and agrees that it shall hold harmless Fading West from all liability for any transportation referrals by Fading West. Purchaser shall coordinate transportation of the Modular Units from Fading West’s factory or factory storage location to the Purchaser’s designated on-site staging or storage location. Once Purchaser has finalized a transportation plan, it is the Purchaser’s obligation to share that plan with Fading West 3.7 On-Site Construction. Purchaser acknowledges and agrees that substantial on-site construction work is required to complete the Purchaser’s project, both before and after the Modular Units have been delivered (see Exhibit A – Purchaser’s Scope of Work). Fading West has no obligation or responsibility for the performance of on-site construction services of any kind, including no responsibility for appliance installation, except those specific site services identified in the Approved Plans and only when those specific site services are enumerated in the Purchase Order. Purchaser shall be responsible, at Purchaser’s sole cost and expense, for the costs of on-site repairs or modifications required by Purchaser, or local building officials, which are not identified in, or are contrary to, the Approved Plans. Purchaser acknowledges that project permitting, site permitting, code compliance, site work, and any process exclusive of supplying the modular units, are outside the control of Fading West. The process or the delays inherent in the process of permitting by the Purchaser are not a basis for delay in payment or non-payment under the Supply Agreement, nor are they cause for Purchaser to delay Fading West’s production schedule. 4. PRODUCT FINISHES AND DESIGNS. 4.1. Current Product Finishes and Designs. Fading West’s product finishes and interior designs at the time of this Supply Agreement are attached as Exhibit B and are acceptable to Purchaser. 4.2. Changes to Product Finishes and Designs. Given the constantly increasing cost of labor, cost of materials and supply chain shortages, Fading West will continue to improve and value engineer its modular designs. Fading West will regularly evaluate design details, floor plans, standards, finishes and materials to offset these cost factors. Changes to modular designs which do not affect the overall characteristics of the unit (e.g., total square foot, number of bedrooms, number of bathrooms, and exterior dimensions) may be implemented. 5. KEY PROCESSES. – CHANGE ORDERS, WARRANTY, INSPECTIONS. 5.1. Change Orders. Purchaser agrees that any changes, amendments and/or alterations to the Purchase Order (hereinafter “Change Orders”) must be agreed to and approved in writing by both Parties. Either Party may reasonably request a Change Order which will be documented using Fading West’s “Change Order Form” attached hereto as Exhibit C, or via a Purchase Order amendment. Fading West shall supply Purchaser with estimated costs for each Change Order request for review and written approval by Purchaser. If Purchaser does not provide written approval of the Change Order request within five (5) business days, at its election, Fading West may abandon the Change Order request and continue manufacturing of the Modular Units without incorporating Purchaser’s requested changes. Fading West has the sole and exclusive right to refuse the Change Order request if doing so would disrupt Fading West’s manufacturing schedule or otherwise negatively impact Fading West or its other Customers. All approved Change Orders shall become a payment obligation of Purchaser. Change Orders are not permitted for any reason after payment of the Material Purchase Deposit. 5.2. Warranty. Fading West shall provide a One (1) Year Limited Factory Warranty on Purchaser’s Modular Units. The DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 5 of 21 terms of conditions of Fading West’s Warranty are set forth on Exhibit D attached hereto and made a part hereof. Fading West’s Warranty shall commence on the Completion Date and shall expire one (1) year after the Completion Date. In addition, at Purchaser’s request, Fading West shall arrange for a 2-10 Structural Warranty to provide to the homeowner at Fading West’s cost. Fading West does not permit modifications or alterations to its Modular Units after execution of this Supply Agreement. Any modifications or alterations to the Modular Units made by Purchaser after delivery shall void Purchaser’s One Year Limited Factory Warranty and/or Purchaser’s 2-10 Structural Warranty. Modifications or alterations under this section shall not include the repair of cosmetic blemishes identified in Section 3.4, on-site construction as defined by Section 3.7, or the installation of any finishes identified in Section 4.1 and Exhibit B of this Purchase Agreement, provided that any such repair, on-site construction, or installation shall be performed in a good, workman-like fashion. 5.3. Inspections. In the event where a Modular Unit is considered complete but has outstanding deficiencies originating back to the factory’s original scope of work, all deficiencies will be recorded and Fading West will make every effort to correct these deficiencies prior to shipment of the Modular Unit. In the event where a Modular Unit is shipped with outstanding deficiencies, the Purchaser will receive a list of these deficiencies. Purchaser will provide Fading West with a reasonable cost associated with the fieldwork required to correct the deficiency(s). This cost will be reviewed by Fading West and Purchaser shall receive reimbursement for the work completed. 6. PAYMENT TERMS. 6.1. Deposit. The Purchaser shall make cash deposits to Fading West in the amounts and at the times specified in the Purchase Order consistent with the payment methods identified in Section 6.4. 6.2. Engineering Deposit. The ten percent (10%) Engineering Deposit which Purchaser agrees is non-refundable, shall be paid and delivered upon execution of this Supply Agreement. 6.3. Surcharges and Fees. Given the extraordinary increases in construction related costs over the last several years, Fading West may charge a variable cost surcharge for different cost categories. Fading West will provide a schedule similar in form to Exhibit E, in the event there are additional unpaid costs relating to material and labor surcharges, code changes, late fees, storage fees, and applicable taxes. Purchaser acknowledges the final payment including any surcharge is required to be paid in full prior to Modular Unit pick up. Purchaser further acknowledges and agrees that the Purchase Order is intended by the Parties to be updated during the manufacturing process until final calculation prior to the Ready to Ship date. Fading West acknowledges that any additional unpaid costs, late fees, storage fees, and applicable taxes not included in the Total Cost are subject to prior appropriation by Purchaser consistent with Section 25. 6.3.1. Materials Cost Surcharge. A materials cost surcharge reflects material cost increases between the time of this contract and the time of materials purchase. Fading West may add a material surcharge if material costs increase by any amount after the Effective Date of this Supply Agreement and prior to Purchaser making the Material Purchase Deposit (“Materials Measurement Period”). Purchaser agrees this Materials Cost Surcharge shall apply to any material used in manufacturing of the unit. Calculation of the Materials Cost Surcharge shall be determined by either the percentage increase in the Producer Price Index by Commodity: Special Indexes: Construction Materials during the Materials Measurement Period, multiplied by fifty-two percent (52%) of the Purchase Order and/or by the increase in cost of a specific material or item. For allocation purposes, material costs represent fifty-two percent (52%) of the Purchase Order price, pursuant to Colorado Revised Statue, Title 39, §39-26-721. 6.3.2. Labor Cost Surcharge. A labor cost surcharge reflects labor cost increases between the time of this contract and the time the Modular Units enter production (“Labor Measurement Period”). Calculation of the Labor Cost Surcharge shall be determined by the percentage increase in the US Bureau of Labor Statics, Mountain Plains, West, Mountain Employment Cost Index during the Labor Measurement Period multiplied by forty-eight percent (48%) of the Purchase Order. For allocation purposes, labor costs represent forty-eight percent (48%) of the Modular Unit Price, pursuant to Colorado Revised Statute, Title 39, §39-26-721. 6.3.3. Storage Fees. Due to a State of Colorado requirement for on-going inspections of completed Modular Units, storage of completed Modular Units results in significant ongoing cost. Storage fees shall apply to each Modular Unit stored at Fading West’s storage location beyond fourteen (14) calendar days from the Completion Date. For each Modular Unit stored after fourteen (14) calendar days, Purchaser shall pay Fading West $100.00 per day, per individual Modular Unit. Purchaser acknowledges storage fee charges must be paid prior to Modular Unit transport. Calculation of storage fees begins on the Completion Date plus fourteen (14) days, until Purchaser (or Purchaser’s transportation company) takes possession of the Modular Unit. 6.3.4. Code Change Fees. Purchaser acknowledges and agrees that Fading West has no control over changing building codes or changing code interpretation. Consequently, additional costs associated with code changes shall be applied to the final payment if code changes occur at any time prior to the Completion Date. Purchaser shall be responsible for any and all additional costs. 6.3.5. Late Fees. In the event Purchaser does not pay any amount due to Fading West on or before the due dates as set forth in the Purchase Order, or as set forth elsewhere in this Agreement, Fading West shall add a three percent (3%) fee to the amount past due and may, at its sole and exclusive discretion, may halt production of Purchaser’s Modular Units. Modular Units may be rescheduled to a later production date DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 6 of 21 and Fading West shall not be responsible for any delays or costs caused thereby, including storage fees referenced above. 6.4. Method of Payment. Purchaser shall pay Fading West in U.S. dollars by certified check, wire, or ACH transfer for amounts due under this Supply Agreement. Payment by Purchaser is due on or before the dates identified in this Agreement. 6.5. Taxes. When applicable, Purchaser shall be responsible for all state, county, and local sales tax, use tax, and any other taxes and fees applicable to the purchase, transport, and/or installation of the Modular Units. Fading West is obligated to collect all applicable taxes from the Purchaser on a modular unit’s Completion Date and Fading West will remit taxes to the appropriate taxing authorities without up-charge or increase. Purchaser acknowledges and agrees that it is Purchaser’s responsibility to demonstrate tax exemption (e.g., an IRS determination of tax exemption), or an amount of taxation that is different than the amount Fading West understands it is obligated by state, county and local law to collect (e.g., destination tax or partial tax exemption). If any of the tax rates applicable to this Agreement change at any time after the execution of the Agreement, and such changes are required by the taxing authorities to be applicable to the taxable amounts of the Supply Agreement deposit schedule, Purchaser acknowledges and agrees it shall make such required tax payments and hold Fading West harmless from the same. Purchaser releases Fading West from all costs incurred by Purchaser to challenge any good faith determination by Fading West of Purchaser’s tax liability. Pursuant to Colorado Revised Statue Title 39 – Taxation, Specific Taxes, Article 26 - Sales and Use Tax, Part 7 - Sales and Use Tax Exemptions, § 39-26-721, Manufactured Homes, the sales tax rate is comprised of 2.9% State of Colorado, 2.75% Chaffee County, and 2.5% City of Buena Vista. Forty-eight (48%) percent of the purchase price of factory-built housing, as such housing is defined in section 24-32-3302 (10), C.R.S., shall be exempt from taxation under this statute. 7. TERMINATION. Upon the Effective Date of this Purchase Agreement, and in light of the substantial investment of labor and material expense by Fading West immediately upon execution, neither Party shall have a right of termination for convenience or cause, except as set forth in Events of Default. 8. EVENTS OF DEFAULT. In the event either Party breaches any of the terms or conditions of this Agreement (“Event of Default”), and if Defaulting Party fails to correct or cure the condition within seven (7) business days after receipt of the written notice of Default, then the non-defaulting Party shall have the following rights. 8.1 Default by Purchaser. If any monetary Event of Default by Purchaser has not been cured as set forth above, interest on the delinquent payment(s) shall accrue at a rate of three percent (3%) per month from the date of Purchaser’s receipt of the notice of default, in addition to late payment penalties as set forth above. Such default interest shall be added to all sums due to Fading West by Purchaser under the Supply Agreement. If a monetary Event of Default continues beyond thirty (30) days, Fading West may retain any deposits, and sell any Modular Units to a third-party for a commercially reasonable sales price acceptable to Fading West. Fading West shall apply the proceeds of such sale to the unpaid balance due to Fading West for such Modular Units. Purchaser shall remain liable for all payments and/or any balance due for all Modular Units that have been ordered and produced and any other costs and expenses incurred by Fading West for the Project. Fading West acknowledges that any interest on delinquent payments is subject to prior appropriation by Purchaser consistent with Section 25. Fading West shall not deem the failure to pay interest on a delinquent payment as an Event of Default if Purchaser is acting in good faith to pursue an appropriation necessary to pay interest on delinquent payments. 8.2 Default by Fading West. In the event of a default by Fading West in providing the Modular Units, which is not cured as set forth above, Fading West will reimburse Purchaser all deposits, less expenses reasonably established by Fading West, and Purchaser shall receive a one-time, single-use, site-specific, non-transferable license to the plans and designs comprising Purchaser’s Modular Unit Purchase Order for use in completing Purchaser’s project at Purchaser’s site. This provision shall not be interpreted to limit any of Purchaser's other rights and remedies permitted by law, subject to the express limitations set forth in other provisions of this Purchase Order, including the warranty provisions of Section 5.2 and Exhibit D. 9. DOCUMENTATION. 9.1. Licenses and Permits. Purchaser and its contractors and/or subcontractors shall maintain all licenses, building permits, and/or other documentation and certifications required by law for purposes of development and construction of the project. Fading West and its subcontractors shall maintain all licenses, permits and/or other documentation and certifications required by law to build Modular Units pursuant to the Approved Plans. 9.2. Bill of Sale. Purchaser shall receive Fading West’s Bill of Sale, attached hereto as Exhibit F, transferring title of the Modular Units to the Purchaser at the Completion Date and all Purchaser’s payment obligations have been met. Fading West guarantees to Purchaser that upon completion of Modular Unit and Purchaser’s payment in full to Fading West, such Modular Units will be free and clear from all liens, claims and encumbrances; and Purchaser shall have good and marketable title to and the exclusive right to possess and use the Modular Units. Upon Purchaser’s request and payment of all amounts due under the Supply Agreement, Fading West shall provide unconditional lien releases and/or waivers in a form acceptable to Purchaser. Fading West reserves the right to file and maintain mechanics’ liens on the Modular Units until all payments for such Modular Units are satisfied. 10. PURCHASER’S REPRESENTATIONS. Purchaser represents and warrants to Fading West that Purchaser and/or Purchaser’s lender/grantor do not require the Modular Units comply with the Made In America Act of 2021, as amended, or DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 7 of 21 the Davis-Bacon Act, as amended, or any applicable prevailing wages act. 11. PURCHASER’S INSURANCE. From and after the Completion Date, Purchaser expressly assumes all responsibility and liability for the Modular Units, including excluding while stored at Fading West’s storage facility, provided, however, that Fading West shall be responsible for any damage to such Modular Units while stored at Fading West’s storage facility which is solely caused by Fading West’s actions, and, to the extent permitted by law, additionally agrees to indemnify, defend and hold Fading West harmless from and against all Claims, damages and other liability during transportation and setting/stitching of the Modular Units to their foundations, and thereafter, unless the claims, damages, or other liability arises from the breach of express warranties contained herein. In advance of transporting the Modular Units from Fading West, at Fading West’s request, Purchaser or Purchaser’s transportation contractor shall provide Fading West with proof of auto liability coverage, cargo coverage, worker’s compensation insurance and general liability insurance in amounts sufficient to satisfy Fading West, taking into account the value of Purchaser’s Modular Unit order. Purchaser agrees it shall maintain such coverages through the duration of Purchaser’s project. Such coverages shall be primary and non-contributory and shall waive all rights of subrogation against Fading West. Fading West shall be named as an additional insured on Purchaser’s insurance coverages for setting and stitching the modular units at the project site. 12. CONFIDENTIALITY. The Parties acknowledge that certain information and materials, including drawings, designs, costs, schedules, the Approved Plans, product specifications, and construction means and methods represent confidential and proprietary property of Fading West. The Parties agree to use all information and documents received from the other Party only with its employees, owners, affiliates, subcontractors, providers of professional services, and building officials for the building permit application process. The Parties further agree to take all necessary steps to ensure that the materials or any copies thereof are not made available to any person or to any employee of any competitor of the other Party and shall not be used for the production or design of other projects without the express written authorization of the other Party. Notwithstanding the above, this Section does not apply to information required to be produced pursuant to legal process, including but not limited to the Colorado Open Records Act, (CORA) CRS §24-72-200.1, et seq., or that is readily available from other available sources and/or is deemed to be in the public domain. 13. PROMOTIONAL PERMISSIONS. Upon the opposite party’s prior approval, which shall not be unreasonably withheld: (1) each party retains the right to display a promotional banner including entity logos and company contact information in a highly visible location at the project site throughout the duration of construction; and, (2) each party and its affiliates, successors and assignees retain the right to access the manufacturing facility and project site to document all stages of the construction process using photography, videography, and sound recordings for the purposes of producing promotional materials. All rights to the content captured and materials made in connection with this documentation shall be the property of each party including, without limitation, the perpetual right and license to use and re- use said content for promotional purposes. Fading West and Purchaser shall collaborate in good faith to provide attribution and reasonable editorial rights to Purchaser. 14. FORCE MAJEURE. Fading West shall not be liable to Purchaser for any failure to timely complete Modular Units where such failure has been occasioned by earthquake, fire, flood, landslide, pandemic, lightning or other severely disruptive natural occurrences; embargo; strike; civil unrest; failure to secure materials or labor not due to Fading West’s acts or omissions; or any other circumstances beyond Fading West’s reasonable control. 15. INDEMNIFICATION. Except as expressly set forth herein, and to the fullest extent permitted by law, with respect to any and all claims, causes of action, damages, losses and expenses, including reasonable attorneys’ fees and costs (collectively “Claims”) arising from or out of the performance of this Agreement, each Party shall defend, indemnify and hold harmless the non-breaching and/or non-negligent Party and its officers, directors, members, managers, agents, employees, and successors of each Party. 16. CLAIMS FOR CONSEQUENTIAL DAMAGES. Purchaser and Fading West irrevocably and forever waive claims against each other for consequential and punitive damages arising out of or relating to this Agreement and/or supply of Modular Units. 17. DISPUTE RESOLUTION, MEDIATION AND BINDING ARBITRATION. Prior to initiating any demand for mediation or arbitration, the Parties mutually agree to make a good faith effort to resolve any disputes or disagreements through direct discussion and negotiation by principals in each Party with authority to settle the dispute. In the event the Parties cannot reach agreement, either Party may request Mediation by giving written notice to the other Party, and the Mediation shall be scheduled within thirty (30) days of such written request. The Parties agree to attempt to resolve all disputes, claims or controversies arising out of or relating to this agreement through non-binding mediation. If non-binding mediation is unsuccessful, the parties shall resolve their dispute in the District Court for Eagle County, Colorado and both parties consent to the jurisdiction and venue of said Court. 18. Governing Law. This agreement and the rights and obligations of the Parties hereto shall be governed by and construed and enforced in accordance with the substantive laws (without regard to conflicts of laws) of the State of Colorado. 19. Third-Party Beneficiaries. It is the explicit intention of the Parties that no person or entity other than the Parties are, or shall be, entitled to bring any action to enforce any provision of this Agreement against either of the Parties, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of and shall be enforceable only by the Parties hereto or their respective successors and assigns as permitted hereunder. 20. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 8 of 21 the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Neither this Agreement nor any of the rights and obligations of either of the Parties hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party, except that Fading West may make an assignment of this Agreement for the purposes of all manufacturing obligations to Fading West Homes, LLC, or any other wholly owned subsidiary of Fading West Development, LLC. Except as otherwise expressly provided in this paragraph, and as provided on page 1 of this Purchase Agreement, neither Party may delegate performance of any of its rights and obligations hereunder without the prior written consent of the other Party. Fading West acknowledges this Project is being performed on behalf of the owners, equity partners and lenders engaged in the development of the project, and each and every one of them can and may become successors to the Purchaser and shall have all the rights and obligations of the Purchaser contained herein. 21. Amendment of Agreement. This agreement shall not be amended, modified, or supplemented except as agreed in writing by the Parties. 22. Notices. Any notice or communication (“Notice”) hereunder or in any agreement entered in connection with the transactions contemplated hereby must be in writing and be delivered via overnight delivery service, by delivering the same in person, or by electronic mail. Such Notice shall be deemed received on the date on which it is delivered as documented by the signed delivery receipt, or the date the email is received. Either Party may change its address for Notice by giving written Notice to the other Party in conformity with this Section. The Parties agree that electronic mail (“email”) will be accepted for purposes of Notices, invoices, and communication regarding inspection schedules, if the emailing Party establishes that the email was sent to a valid email address of the receiving Party. For purposes of Notice, the contact information of the Parties shall be: If to Fading West: Fading West Building Systems, LLC Attention: Rex King PO Box 1878 Buena Vista, CO 81211 E-Mail: rking@fadingwest.com If to Purchaser: Eagle County, Colorado Attention: Kristin Degenhardt 500 Broadway Eagle, CO 81631 Email: kristin.degenhardt@eaglecounty.us With a Copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-38-8685 E-Mail: atty@eaglecounty.us 23. Severability. If any one or more of the provisions contained in this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 24. Counterparts. This Agreement may be executed in counterparts and such counterparts together shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by electronic means shall be equally effective as delivery of a manually executed counterpart hereof. The Parties hereto acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means. Any electronic, digital, or other facsimile signature shall be treated as an original. 25. Notwithstanding anything to the contrary contained in this Purchase Agreement, Purchaser shall have no obligations under this Agreement after, nor shall any payments be made to Fading West in respect of any period after December 31 of any year, without an appropriation therefor by Purchaser in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 26. This Purchase Agreement constitutes an agreement for performance by Fading West as an independent contractor and not as an employee of Purchaser. Nothing contained in this Agreement shall be deemed to create a relationship of employer- employee, master-servant, partnership, joint venture or any other relationship between Purchaser and Fading West except that of independent contractor. Fading West shall have no authority to bind Purchaser 27. This Purchase Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. 28. The signatories to this Purchase Agreement aver to their knowledge no employee of Purchaser has any personal or beneficial interest whatsoever in the subject matter described in this Agreement. Fading West has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Purchase Agreement and Fading West shall not employ any person having such known interests. DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 9 of 21 The parties by their duly authorized representatives have caused this Supply Agreement Terms and Conditions to be executed as of the later date set forth below. Fading West Building Systems, LLC By: Name: Title: Date: County of Eagle, State of Colorado, by and through its Board of County Commissioners By: Name: Kathy Chandler-Henry Title: Chair Date: DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 10 of 21 EXHIBIT A PURCHASER’S SCOPE OF WORK The list below details the scope of work to be done by Purchaser receiving the Modular Units. This is representative of the work required and is not meant to be an exhaustive list. Local Permitting for Field Work All construction permitting and related documents as required by Authorities Having Jurisdiction (AHJ) Foundation Excavate foundation Pour footers and stem walls Install sill Plates Install vapor barrier Insulate foundation Exterior Make box to box connection per fastening schedule Install bearing plates and bearing plate insulation during set Install weather resistant barrier in left out locations (foundation, L1-L2, gable ends) Install rigid foam insulation in left out locations (foundation, L1-L2, gable ends) Install siding in left out locations Install trim board and flashing (skirt board, bellyband, porch trim, freeze board) All exterior top coat painting and staining Electrical Install exterior disconnect and any other electrical equipment required by local jurisdiction Run main feed to exterior disconnect Complete box to box electrical connections Install crawlspace outlet and light (if applicable, materials sent in ship loose for site installation) Install crawlspace fan and timer (if applicable, materials sent in ship loose for site installation) Install exterior light fixtures (materials sent in ship loose for site installation) Plumbing Install waste / sewer line Install main water supply Hook up main water supply to house water supply Install L1 drain, waste, and vent and connect to main waste / sewer line Complete box to box plumbing connections in leave out locations Install vent pipe penetrations through roof in attic Install exterior vent hood covers for toilet exhaust fans (covers sent in ship loose for site installation) Install exterior vent hood cover for dryer exhaust (cover sent in ship loose for site installation) Roofing ***Note: The entire roof system is to be purchased and installed by Purchaser *** The roof system includes but is not limited to: trusses, blocking and bracing, insulation, sub facia, facia, soffit, sheathing, underlayment, ice and water shield, flashing, shingles, venting, and gutters. DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 11 of 21 EXHIBIT B PRODUCT SPECIFICATIONS BY DWELLING UNIT Standard Specifications Interior • 9’ ceiling height level one and level two • LVT flooring throughout except stairs. Stairs are unfinished. • Main entry exterior door is quarter light and primed • All other exterior doors will be full light and primed • Black hardware throughout • LED can lights • Ceiling fans in bedrooms and in living areas • Wire shelving installed in closets • Attic and crawlspace access • Bifold closet and laundry doors Kitchen • Cabinets with soft close drawers and doors • Stainless-steel sink, white solid surface countertops • Factory installed garbage disposal • Electrical junction box installed under kitchen floor to accommodate future island (island not included) Mechanical Room • Factory installed electric hot water heater with expansion tank • Data panel installed for router and external data connection Bathroom • Mirrors shipped loose for installation on site • Factory installed toilet paper holder • Cabinets with soft close drawers and doors • White solid surface countertops • Shower panels – cracked concrete Heating • Electric radiant cove heating Laundry Room • Designed for stackable unit • Bifold doors Exterior • Downturn exterior light by door (sent in ship loose, site installation) • LP SmartSide primed in either lap or board & batten (one style per level) • 2x6 exterior wall framing • Black double-pane vinyl windows DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 12 of 21 Interior Finish Selections Finishes, specifications, options, and availability of materials are subject to change. Comparable substitutions are used when needed. These are representative of the finish selections. Standard Factory Exclusions The following is representative of the products excluded from the factory’s standard scope of work but is not meant to be an exhaustive list. Interior • Shower curtain rods/shower doors, towel bars, blinds, kitchen appliances, gas heat, kitchen island, furnishings, storage closets, carpet Exterior • Foundation, awnings, porches, second story balconies, stoops, landings, roof system, garages, sheds, fire protection systems, parapet walls DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 13 of 21 EXHIBIT C CHANGE ORDER FORM This Change Order Form (“Change Order”) is incorporated into and for all purposes made a part of the Supply Agreement Purchase Order (“Purchase Order”). Together, this Change Order, the Purchase Order, the Terms and Conditions, and all attached Exhibits constitute the Purchaser’s Supply Agreement. In the event of a conflict between the terms of conditions of the Purchase Order and this Change Order, the terms and conditions of this Change Order shall control. In consideration of the terms and mutual promises contained herein, the Parties agree as follows: Purchaser and Fading West mutually agree that Purchaser’s Modular Unit Order shall be revised as follows: [DESCRIPTION AND COST OF PRODUCT/SPEC SCOPE CHANGE] Purchaser and Fading West mutually agree that Purchaser’s Deposit Schedule shall be revised as follows: DEPOSIT SCHEDULE Due Date Deposit Purpose Payment Terms Payment Amount Engineering Deposit 10% of Modular Order Pre-Production Deposit 45% of Modular Order Material Purchase Deposit 40% of Modular Order Post-Production Deposit 5% of Modular Order Sales Tax 2 Modular Order Price x 52%, x 8.15% = Tax Purchaser acknowledges and agrees that payment must be received in full, including all deposits, tax and surcharges as set forth in the Purchase Order, prior to Fading West providing a Ready to Ship date. The foregoing Change Order terms shall modify the Supply Agreement Purchase Order and for all purposes become material terms of the Supply Agreement Purchase Order. Purchaser and Fading West mutually agree that all other terms and conditions of the Supply Agreement Purchase Order shall have full force and effect. DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 14 of 21 The parties by their duly authorized representatives have caused this Supply Agreement Change Order to be executed as of the later date set forth below. Fading West Building Systems, LLC By: Name: Title: Date: Purchaser: By: Name: Title: Date: DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 15 of 21 EXHIBIT D FADING WEST ONE (1) YEAR LIMITED FACTORY WARRANTY This One (1) Year Limited Factory Warranty (the “Warranty”) applies to the Modular Units, (“Modular Units”), sold by Fading West Building Systems, LLC (“Fading West”) and purchased by Purchaser pursuant to the Supply Agreement (the “Agreement”). Capitalized terms used in this Warranty that are not defined shall have the meaning set forth in the Agreement.  The Modular Units are warranted to be free from defects in materials and workmanship, subject to the terms and conditions hereafter.  Appliances and certain other equipment installed in the Modular Units are warranted by the original appliance manufacturer and Fading West shall be deemed to have automatically assigned any and all such third-party manufacturer warranties to Purchaser upon acceptance of the Modular Units by Purchaser. The warranty registration procedures for such appliances and equipment are the responsibility of the Purchaser per the appliance manufacturer’s warranty registration procedures. Purchaser will contact appliance manufacturer(s) directly for service.  Any appliances or equipment covered by a third-party warranty is expressly excluded from the Fading West warranty.  Certain building materials or components include a warranty by the building material or component manufacturer. These items shall be deemed to be assigned by Fading West to Purchaser upon Purchaser’s acceptance of each Modular Unit. Therefore, any such materials or components are expressly excluded from the Fading West Warranty. This Warranty begins on the Ready to Ship date as defined in Terms and Conditions of the Supply Agreement. The warranty exists for a period of one (1) year from the Ready to Ship date.  Purchaser represents and warrants that Purchaser is not the consumer. This Warranty is assignable by Purchaser to Consumer, but any assignment shall not extend the Warranty period. If Fading West’s Warranty to Purchaser is assigned by Purchaser to a consumer, Purchaser agrees that any Purchaser warranty shall serve as the primary warranty and only in the event Purchaser’s warranty does not provide for warrantable repairs shall Fading West’s warranty apply. Further, in the event of assignment, Purchaser agrees it shall receive all claims from the consumer and shall serve as Fading West’s agent with consumer during the warranty period.   If Purchaser chooses not to inspect/accept the Modular Units at the factory, the Modular Units are deemed “accepted” on the Ready to Ship date. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE SOLE REMEDY OF PURCHASER FOR A BREACH OF THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF DEFECTIVE PART(S).  PURCHASER ACKNOWLEDGES THAT NO OTHER WARRANTIES OF FADING WEST EXIST, EXCEPT AS SPECIFICALLY SET FORTH ABOVE, AND THAT THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH ARE EXPRESSLY EXCLUDED.  FADING WEST DOES NOT AUTHORIZE PURCHASER OR ANY OTHER PERSON TO CREATE FOR FADING WEST ANY OTHER OBLIGATION, FINANCIAL OR OTHERWISE, OR ANY OTHER LIABILITY IN CONNECTION WITH THE BUILDINGS.  IF ANY PROVISIONS OF THIS AGREEMENT ARE HELD TO BE INVALID OR UNENFORCEABLE, THE REMAINING PROVISIONS SHALL NEVERTHELESS CONTINUE TO BE VALID AND ENFORCEABLE.    FADING WEST’S ONE (1) YEAR LIMITED FACTORY WARRANTY DOES NOT INCLUDE:  1. Those items related to cosmetic appearance and finish standards:   a. which are related to drywall cracks, damaged or cracked paint, screw pops, nail  pops, paint touch-up  marks, brush marks, blemishes that may have occurred during manufacturing, shadow lines (observed in varying lighting conditions) and/or other imperfections of any kind in painted gypsum walls and ceilings for which Purchaser or Purchaser’s Inspector have accepted the Modular Units at Fading West’s Manufacturing facility prior to shipment as evidenced by the Modular Unit conformance sign-off or thereafter;   b. that occur during transportation, storage, crane set and installation, or any time after installation, unless such drywall crack, damaged paint, blemish or other imperfection is caused by Fading West while performing other Warranty work;   c. which are consistent with the order form Purchaser selected at the time of execution of this Agreement; d. which are caused by any work or installation performed on-site by Purchaser; e. which are defects or damage caused by the on-site work of Purchaser or its agents.   DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 16 of 21 2. Reimbursement to Purchaser for any costs, losses, or expenses or any kind regarding shortages, damages, or repair of any items unless Fading West:  a. Receives email notice from Purchaser of a claim;  b. Has had the opportunity to investigate and plan corrective action at its sole discretion; c. Has issued a written service authorization purchase order specific to the corrective action and specifying an agreed- upon dollar amount of reimbursement; and d. Has performed such investigation and commenced such corrective action within thirty (30) days of receipt of written notice of the claim, or within seven (7) calendar days of receipt of written notice in the event that Purchaser’s written notice of the claim states that without the immediate repair as requested, further construction progress will be impeded, occupancy of the Modular Units will be delayed or precluded, and/or Purchaser shall suffer measurable losses as a result. 3. Problems resulting from Purchaser’s failure to comply with the Fading West’s design drawings provided with the Modular Units, and appropriate building codes;  4. Any part, appliance, equipment, component, or structure not included with or installed by Fading West in the Modular Units;  5. Normal maintenance items (including, but not limited to, light bulbs, faucet washers, furnace filters, etc.);  6. Defects or damage caused by or related to:  a. Water damage or mold resulting from failure to properly protect and/or ventilate the Modular Units. b. Normal deterioration of the Modular Units, or parts of the Modular Units, caused by wear and exposure; c. Any deterioration, damage, or defects in the Modular Units resulting from failure of Purchaser to maintain the Modular Units in a climate-controlled condition;  d. Purchaser’s failure to care for or maintain the Modular Units;  e. Alterations, additions or modifications to the Modular Units or their original approved design except as indicated in Section 5.2 of the Purchase Agreement;  f. Settling of the Modular Units due to movement for any reason;  7. Dampness or condensation due to Purchaser’s failure to maintain adequate ventilation in the Modular Units and/or underneath the Modular Units, or Purchaser’s failure to provide adequate drainage away from the Modular Units;  h. Abuse, misuse, neglect, carelessness, accidents, or Acts of God; and  i. Insects, birds, vermin, rodents, or other wild or domestic animals of any nature whatsoever;  8. Bodily injury or damage to personal property;  9. The presence or consequence of unacceptable levels of mold, radon gas, formaldehyde, or other pollutants and contaminants contained in the building materials or the presence of hazardous or toxic on-site materials;  10. Any problems with or defects in cedar or wood siding, other than problems or defects caused by Fading West’s failure to follow siding installation procedures;  11. Any on-site completion during the course of construction or thereafter performed by Purchaser, or on behalf of Purchaser by any sub-trade contractor, including all work performed on the interior and/or exterior of the Modular Units including, but not limited to, on-site construction of siding, roof systems, porches, dormers, garages, etc. and/or any damage caused by any sub- trade contractors in the performance of said work; and  * Special Note: Temporary water protection materials are installed at the factory to help protect the Modular Units during transportation only. These materials cannot be relied upon to provide protection of the Modular Units from the elements after delivery to the site or for extended periods of storage. These materials may be damaged during transportation. The Purchaser shall be responsible for assuring the protection of the Modular Units from water and the elements. Fading West shall not be responsible for any damages or defects caused by weather. DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 17 of 21 WARRANTY CLAIMS PURCHASER’S OBLIGATIONS  Fading West’s warranties as set out above are subject to, and conditioned upon, the following obligations of Purchaser:  1. To assure the performance of proper maintenance and repairs;  2. To follow Fading West’s design drawings and local codes; and, to maintain the building in a climate-controlled condition continuously after completion;  3. To notify Fading West in email of the need for Warranty or repair service within the Warranty period as defined above. Purchaser must specify the nature of the problem(s) and all attempts made to resolve the problem(s); and  4. To contact and seek service or repairs from the manufacturer of any appliance and/or equipment included with or installed by Fading West in the Modular Units for which a separate warranty is provided by the manufacturer of the appliance, building material or equipment.  PURCHASER’S CLAIM PROCESS 1. Time is of the essence in correcting manufacturing defects. Purchaser shall make Fading West aware of any claim for manufacturing defect within seven (21) days, or the defect is waived and shall be the sole responsibility of Purchaser. Purchaser shall submit a warranty claim for a Fading West home send an email to warranty@fadingwest.com with the following information: a. Name and phone number for individual submitting the claim; b. The serial number of the home. This can be found on the data plate at a predetermined location inside the home; c. A description of the issue. Be descriptive and include photos; d. A cost estimate for the repair. Provide an estimate of the work required to fix the problem which includes a cost breakdown.  2. Fading West will use good faith and best efforts to respond to every warranty request within seven (21) working days for non- emergency or non-life safety related requests and to make determination of warranty coverage within fourteen (14) days of first notification to Fading West. 3. Emergency requests, including water leakage, electrical related defects or malfunctions, and life safety functions, should be treated as emergencies by Purchaser. Purchaser shall take such actions as are necessary to avoid injury or loss of life to individuals, and secondarily, to avoid damage to property. Purchaser shall demonstrate good faith and best effort to turn off accessible water valves and electrical power to minimize damage while waiting for a service professional. Water, electrical, and safety malfunctions deemed to be caused by a party other than Fading West shall void the limited warranty. 4. After responding to the emergency, Purchaser shall immediately notify Fading West using the claims process set forth in Section 1. Purchaser shall take all necessary steps to preserve evidence so that Fading West may evaluate whether the emergency is the result of a manufacturing defect. 5. Fading West shall use good faith and best efforts to respond to emergency requests as quickly as possible to determine if the claim is covered by the Fading West Warranty. Purchaser agrees that it shall conduct its own assessment of the emergency to determine if Purchaser’s warranty to the consumer applies. Fading West shall provide a written acknowledgement of any emergency claim within three (3) business days. Determination of an emergency’s coverage by the Fading West Warranty shall be made within thirty (30) days. 6. In the event an emergency requires immediate remediation prior to a determination of warranty coverage, Fading West authorizes, Purchaser to hire local resources at service rates consistent with commercial service rates local to the project. FADING WEST’S OBLIGATIONS  Upon receipt of email by Fading West for a valid claim to Fading West Building Systems and a determination by Fading West in its sole and exclusive discretion that a covered manufacturing defect exists, Fading West will, at its option, repair or replace defects in material or workmanship.  In repairing or replacing parts, Fading West reserves the right to use materials of equal or greater value to the materials being repaired or replaced.  Actions taken pursuant to the Fading West’s warranties shall not extend any Warranty period.  DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 18 of 21  PROPER SERVICE AUTHORIZATION PROCEDURES  Fading West is not obligated to reimburse Purchaser for any costs or expenses of Warranty repairs made or incurred by Purchaser without Fading West’s prior written authorization.   Fading West further reserves the right to make changes at any time in the design, specifications, and décor of its products without incurring any liability to make corresponding changes to previously manufactured products.   ADDITIONAL 2-10 STRUCTURAL WARRANTY Fading West will further provide a 2-10 Structural Warranty to the homeowner which provides ten full years limited structural warranty on Fading West manufactured homes from the frame/sill plate up, as further explained in the warranty documents.  DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 19 of 21 EXHIBIT E SURCHARGES AND FEES SCHEDULE Amount Date Material Surcharge Labor Surcharge Engineering or Code Changes Late Fees Storage Fees Taxes TOTAL The foregoing Surcharges and Fees Schedule shall modify the Supply Agreement Purchase Order and for all purposes become material terms of the Supply Agreement Purchase Order. Purchaser and Fading West mutually agree that all other terms and conditions of the Supply Agreement Purchase Order shall have full force and effect. DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 20 of 21 EXHIBIT F BILL OF SALE This Bill of Sale is valid only upon full payment of all amounts owed by Purchaser to Fading West as set forth in the Supply Agreement, to which this Bill of Sale is attached and made a part thereof. In consideration of the sums set forth in the Supply Agreement Fading West does sell, assign, transfer and convey to Purchaser, the following personal property: Modular Unit Type Number of Units The above personal property is being conveyed by Fading West to Purchaser free and clear of all taxes, liens and encumbrances and subject to the Warranty set forth on Exhibit A attached hereto. IN WITNESS WHEREOF, Fading West has executed this Bill of Sale on Completion Date Ready to Ship date. Fading West Building Systems, LLC By: Charlie Chupp, Jr. Charlie Chupp, CEO DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5 Page 21 of 21 EXHIBIT G PLANS LIBRARY FLOOR PLANS DocuSign Envelope ID: DA0DB6FE-B066-4204-B5A6-98B6BC186BA5