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HomeMy WebLinkAboutC24-170 Fading West Building Systems_third amendment THIRD AMENDMENT TO SUPPLY AGREEMENT AND PURCHASE ORDER BETWEEN FADING WEST BUILDING SYSTEMS, LLC AND EAGLE COUNTY, COLORADO THIS THIRD AMENDMENT (“Third Amendment”) is effective as of ________________ by and between Fading West Building Systems, LLC a Colorado limited liability company (hereinafter “Fading West”) and Eagle County, Colorado, a body corporate and politic (hereinafter “Purchaser”). RECITALS WHEREAS, Fading West and Purchaser entered into a Supply Agreement and Purchase Order agreement dated the 18th day of April, 2023, for the purchase of Modular Units (the “Original Agreement”); and WHEREAS, a First Amendment to the Original Agreement (“First Amendment”) was executed on the 11th day of August, 2023, to remedy the typographical errors identified on page seventeen (17) of the Original Agreement; and WHEREAS, a Second Amendment to the Original Agreement (“Second Amendment”) was executed on the 10th day of October, 2023, in order for Purchaser to purchase heat pump system upgrades for the Modular Units; and WHEREAS, the Original Agreement, First Amendment, and Second Amendment provide that the total cost for the purchase of the Modular Units and heat pump system upgrades shall not exceed $2,015,204.00; and WHEREAS, Purchaser now desires to purchase additional Energy Recovery Ventilators (“ERVs”) and an upgraded roof truss package from Fading West for the Modular Units and therefore increase the total cost for the purchase of the Modular Units. THIRD AMENDMENT NOW THEREFORE, in consideration of the foregoing and the mutual rights and obligations as set forth below, the parties agree as follows: 1. The Original Agreement, First Amendment, and Second Amendment shall be amended to include additional Services as described in Exhibit 1 to this Third Amendment, which is attached hereto and incorporated herein by reference. 2. The compensation for the additional Services set forth in Exhibit 1 to this Third Amendment shall not exceed $25,530.00, for a total maximum compensation under the Original Agreement, First Amendment, Second Amendment, and Third Amendment of $2,040,734.00. 3. Capitalized terms in this Third Amendment will have the same meaning as in the Original Agreement, First Amendment, and Second Amendment. To the extent that DocuSign Envelope ID: D3F1E47D-365D-4454-8797-09CC662F1529 4/2/2024 2 the terms and provisions of the Third Amendment conflict with, modify or supplement portions of the Original Agreement, the First Amendment, or the Second Amendment, the terms and provisions contained in this Third Amendment shall govern and control the rights and obligations of the parties. 4. Except as expressly altered, modified and changed in this Third Amendment, all terms and provisions of the Original Agreement, First Amendment, and Second Amendment shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 5. This Third Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Original Agreement the day and year above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Matt Scherr, Chair Attest: By: _____________________________ Regina O’Brien, Clerk to the Board Fading West Building Systems, LLC By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ DocuSign Envelope ID: D3F1E47D-365D-4454-8797-09CC662F1529 Director of Project Management Rex King SUPPLY AGREEMENT THIRD AMENDMENT This Supply Agreement Third Amendment (this “Third Amendment”) is entered into on February 7, 2024, by and between Fading West Building Systems, LLC, a Colorado limited liability company, located at 1950 McCormick Place, Buena Vista, CO 81211 (“Fading West”) and Eagle County, Colorado, a body corporate and politic (“Purchaser”) (each a “Party” and collectively, the “Parties”). In consideration of the terms and mutual promises contained herein, the Parties agree as follows: MODULAR UNIT ORDER Modular Unit Type Number of Units Price Per Unit Total Cost 16’ Antero (1,024 sf) 4 $155,648.00 $622,592.00 18’ ADU (468 sf) 16 $72,540.00 $1,160,640.00 Heat Pump Upgrade Design/Engineering N/A $3,000.00 $3,000.00 16’ Antero (1,024 sf) 4 $15,743.00 $62,972.00 18’ ADU (468 sf) 16 $8,500.00 $136,000.00 Solar Ready Upgrade 16’ Antero (1,024 sf) 4 $1,500.00 $6,000.00 18’ ADU (468 sf) 16 $1,500.00 $24,000.00 Energy Recovery Ventilators (ERV’s) **Code Requirement** 16’ Antero (1,024 sf) 4 $675.00 $2,700.00 18’ ADU (468 sf) 16 $675.00 $10,800.00 Roof Truss Upgrade 16’ Antero (1,024 sf) 4 $12,030.00 $12,030.00 18’ ADU (468 sf) 8 Total $2,040,734.00 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 $945,264.80 4/15/24 ERV & Roof Truss Upgrade N/A $25,530.00 7/8/24 Post-Production Deposit 5% of Modular Order $89,161.60 Sales Tax Modular Order Price x 52%, x 8.15% = Tax1 Sub-Total $2,040,734.00 Roof Truss Upgrade shall Include: Energy Recovery Ventilator (ERV) shall Include: IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. FADING WEST BUILDING SYSTEMS, LLC By: __________________________ Name: Rex King Title: Director of Project Management COUNTY OF EAGLE, STATE OF COLORADO, BY AND THROUGH ITS BOARD OF COUNTY COMMISSIONERS By: __________________________ Name: Matt Scherr Title: Manager Item QTY Unit Cost # of Units Total Cost Ceiling Truss 18 each $2,196.00 4 $8,784.00 Deduct for Standard Roof Assembly 18 each -$1,764.00 4 -$7,056.00 Roof Sheathing/Labor 1 each $520.00 4 $2,080.00 Engineering/Coordination 8 hours $150.00 n/a $1,200.00 Sub Total $5,008.00 Item QTY Unit Cost # of Units Total Cost Ceiling Truss 16 each $1,952.00 8 $15,616.00 Deduct for Standard Roof Assembly 16 each -$1,568.00 8 -$12,544.00 Roof Sheathing/Labor 1 each $400.00 8 $3,200.00 Engineering/Coordination 5 hours $150.00 n/a $750.00 Sub Total $7,022.00 Total $12,030.00 Antero 4-Plex - Roof Truss Upgrade Little Bear - Roof Truss Upgrade Total Cost Item QTY Unit Cost Cost Per Unit # of Units Total Cost Panasonic ERV 1 each $400.00 $400.00 4 $1,600.00 Labor 1 each $275.00 $275.00 4 $1,100.00 Sub Total $2,700.00 Item QTY Unit Cost Cost Per Unit # of Units Total Cost Panasonic ERV 1 each $400.00 $400.00 16 $6,400.00 Labor 1 each $275.00 $275.00 16 $4,400.00 Sub Total $10,800.00 Total $13,500.00 Antero 4-Plex - Energy Recovery Ventilator Little Bear - Energy Recovery Ventilator Total Cost