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HomeMy WebLinkAboutC24-411 Fading West Building Systems_fourth amendment FOURTH AMENDMENT TO SUPPLY AGREEMENT AND PURCHASE ORDER BETWEEN FADING WEST BUILDING SYSTEMS, LLC AND EAGLE COUNTY, COLORADO THIS FOURTH AMENDMENT (“Fourth Amendment”) is effective as of _________________, 2024 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, a Third Amendment to the Original Agreement (“Third Amendment”) was executed on the 2nd day of April, 2024, in order for Purchaser to purchase additional Energy Recovery Ventilators (“ERVs”) and an upgraded roof truss package from Fading West for the Modular Units; and WHEREAS, the Original Agreement, First Amendment, Second Amendment, and Third Amendment, provide that the total cost for the purchase of the Modular Units and purchase of the ERVs shall not exceed $2,040,734.00; and WHEREAS, Fading West now desires to provide purchaser with a credit for bathroom mirrors that Fading West is unable to supply for the Modular Units and therefore decrease the total cost for the purchase of the Modular Units. FOURTH 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, Second Amendment, and Third Amendment shall be amended to include the minor credit as described in Exhibit 1 to this Fourth Amendment, which is attached hereto and incorporated herein by reference.            2 2. The credit for the unprovided mirrors set forth in Exhibit 1 to this Fourth Amendment shall reduce the total cost of the Modular Units by $887.76. The total maximum compensation under the Original Agreement, First Amendment, Second Amendment, Third Amendment, and Fourth Amendment for purchase of the Modular Units shall not exceed $2,039,846.24. 3. Capitalized terms in this Fourth Amendment will have the same meaning as in the Original Agreement, First Amendment, Second Amendment, and Third Amendment. To the extent that the terms and provisions of the Fourth Amendment conflict with, modify or supplement portions of the Original Agreement, the First Amendment, the Second Amendment, or the Third Amendment, the terms and provisions contained in this Fourth Amendment shall govern and control the rights and obligations of the parties. 4. Except as expressly altered, modified and changed in this Fourth Amendment, all terms and provisions of the Original Agreement, First Amendment, Second Amendment, and Third Amendment shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 5. This Fourth Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Original Agreement the day and year above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONSULTANT: Fading West By: _____________________________________ Print Name: ______________________________ Title: ___________________________________                3 Exhibit 1