SUPPLY AGREEMENT
This Agreement is made as of August 30, 2004 by and among Cavalier Home
Builders, L.L.C. ("Cavalier") and Alliance Homes, Inc. ("Alliance") and North
American Catastrophe Services, Inc. ("NACS").
NACS acknowledges that it has entered into a bid with the Federal Emergency
Management Agency ("FEMA"), which has been accepted by FEMA under purchase order
number HSFE04-D-4057, to provide fifteen hundred (1,500) H.U.D. Code homes as
temporary living quarters in connection with FEMA's emergency efforts in the
aftermath of Hurricane Charley. NACS acknowledges that it has entered into an
agreement with Alliance to produce such homes. NACS further acknowledges that it
will allow Alliance to sub-contract with third party suppliers to produce homes
to assist NACS and Alliance in the fulfillment of delivery requirements as
agreed upon with FEMA.
Alliance acknowledges that it does not have the production capacity to provide
all the homes necessary to fulfill the delivery requirements set forth by FEMA
in its agreement with NACS. Alliance desires to enter into an agreement with
Cavalier to assist Alliance in the delivery of said homes.
NACS further acknowledges that Cavalier is a third party beneficiary of the
agreement between NACS and Alliance and that Cavalier shall have the full
authority to pursue contract remedies under such agreement.
Therefore the parties agree as follows:
NACS shall:
1. Disclose to Cavalier any information related to FEMA's
requirements for building specifications, delivery schedules and
bid pricing of homes, as Cavalier shall reasonably request. NACS
further affirms its acceptance of the specifications attached
hereto in Exhibit B, and further represents that based on NACS
prior experience with FEMA contracts, its correspondence with FEMA
and its superior knowledge of transactions of this type that it
believes that any deviations listed in the attached specifications
will meet or exceed the required specifications delivered by FEMA
and accordingly will be acceptable by FEMA for production and
delivery of such homes;
2. Pay Alliance for homes built and delivered by Cavalier within 30
days of delivery and acceptance by FEMA.
3. NACS represents and warrants that under its agreement with FEMA
any risk of loss related to the homes shall pass to FEMA upon
delivery to the staging area and acceptance by FEMA.
Alliance shall:
1. provide personnel to inspect the homes prior to delivery by
Cavalier. Alliance shall provide personnel to inspect the homes
upon delivery to the staging area, or other destination designated
by FEMA, to insure homes are delivered in good condition. In the
event Alliance cannot provide adequate personnel for inspection
services at the staging area, Cavalier will, upon request, provide
personnel for such inspection and Alliance will reimburse Cavalier
for such reasonable costs it incurs in the performance of such
assistance to Alliance. Alliance shall provide personnel to
assist Cavalier in the repair of any transit or related damage to
the home to insure acceptance by FEMA. Cavalier will supply such
parts used in the repair of such transit damage and shall
reimburse Alliance such reasonable costs it incurs for the
performance of such repairs. In the event Cavalier cannot make
parts readily available on a timely basis, Alliance may acquire
such parts and Cavalier shall reimburse Alliance for the cost of
such parts. Fees for the inspection services provided herein are
detailed in Exhibit A attached hereto. The parties further agree
that if Alliance cannot supply adequate assistance for the repair
of transit damage to the homes it will promptly notify Cavalier;
2. provide personnel and necessary travel expenses to repair or
replace any defects in materials or workmanship as may be
reasonably requested by FEMA. Cavalier will supply such parts to
Alliance necessary for such repairs at its expense. In the event
Cavalier cannot make such parts available on a timely basis,
Alliance may acquire such parts and Cavalier shall reimburse
Alliance for the cost of such parts. Alliance shall receive a fee
for performance of the warranty services rendered as detailed in
Exhibit A attached hereto. The parties further agree that if
Alliance cannot provide adequate personnel to complete necessary
warranty repairs that, upon the request of Alliance, Cavalier will
assist Alliance in the performance of such repairs. Cavalier
shall be reimbursed by Alliance any reasonable costs incurred in
the performance of such assistance to Alliance;
3. Pay Cavalier for homes within 30 days of delivery and acceptance
by FEMA based upon the pricing detailed in Exhibit A attached
hereto.
Cavalier shall:
1. Produce such homes to the agreed upon specifications as detailed
in Exhibit B and the delivery schedule in Exhibit C attached
hereto;
2. Provide any necessary parts for the repair of transit damage or
warranty service at its own expense;
3. Pay Alliance for inspection and other services provided by
Alliance as detailed in Exhibit A attached hereto.
The parties further understand and agree that the information contained in
Exhibits A, B, and C is proprietary and confidential information submitted under
a process of a sealed bid and that disclosure of such information could place
the parties at a competitive disadvantage in the marketplace. Accordingly the
parties hereby agree that such information shall not be disclosed to any third
party except to the extent as may required by law.
The parties have read and understood this Agreement and have executed this
Agreement as of the date and year first above written. This Agreement may be
executed in one or more counterparts, all of which taken together shall
constitute one instrument and shall be considered binding on all the parties
when executed either by original signature or facsimile transmission.
Cavalier Home Builders, L.L.C. Alliance Homes, Inc.
By: Xxxxxxx X. Murphy______ By: X. Xxxxxx Spann_____
Title: President___________ Title: President________
North American Catastrophe Services, Inc.
By: Xxxxx Wilfong_________
Title: CFO________________
