Exhibit 10.4

December 2, 2022

Paul Galvin, CEO

SGB Development Corp.

5011 Gate Parkway Building 100, Suite 100

Jacksonville, FL  32256

Fabrication Agreement (quote)

Dear Mr. Galvin,

In accordance with your request, SG Echo, LLC (“SG ECHO”) is pleased to submit the following Modular Building Systems Services Proposal for the above referenced project with SGB DEVELOPMENT CORP. (“Client”). Once executed by both parties, this proposal shall constitute an agreement between Client and SG ECHO (the “Agreement”).

SCOPE OF WORK

Client is engaging SG ECHO to procure and fabricate Multi-family Market Rate Rental modular buildings.

The proposed structure(s) for this Project will be SCOPE OF PROJECT as further described in Exhibit A

SG ECHO will perform the services set forth in Exhibit A (the “Services”) in connection with this Project with reasonable care and skill, efficiently and within time frames as set out in and in accordance with Exhibit A, the terms of this Agreement and applicable laws. Client will provide SG Echo with all design and engineering shall be performed by properly licensed persons or entities as required by local laws. Any change in the details of Exhibit A shall require a written change order. Either Party may submit an amended Exhibit A to the other Party for consideration at any time. The amended Exhibit A shall detail the requested changes to the applicable task, responsibility, budget, timeline or other matters.

EXCLUSIONS

Only the items specifically mentioned in Exhibit A are included under this proposal. Please see the attached Exhibit B for those services expressly excluded from this proposal.

CLIENT’S RESPONSIBILITIES

COMPENSATION AND PAYMENT

Exhibit A includes a cost for the Building and compensation for SG ECHO’s Services. This is a Quote for the fabrication of the buildings per Exhibit A.

Reimbursable expenses such as printing, copying, mailing fees, special delivery fees, travel and mileage will be charged separately based on the actual cost of expenses incurred, plus an administrative fee equal to 15% of the actual cost of the expense. Any expenses in excess of $2,000.00 must be pre-approved in writing by Client.

Unless a different payment schedule is agreed to in Exhibit A or in a particular Purchase Order, SG ECHO will invoice for Services monthly based on the percentage of Services completed. All billed modules shall be previously inspected and approved by third party inspector. Payment is due within fifteen (15) days of Client’s receipt of SG ECHO’s invoice.

ADDITIONAL SERVICES

If any additional services are required or requested by Client, SG ECHO will provide Client with separate proposals to provide such services on a lump sum fee basis or on a time and expense basis at SG ECHO’s and its consultants and contractors then-current hourly rates plus reimbursable expenses as permitted under this Agreement. Rates may be updated from time to time in accordance with SG ECHO’s usual rate-setting practices.

WARRANTY

Exhibit E attached Limited Building Manufacturer’s Warranty

SUBCONTRACTORS AND SUBCONSULTANTS

Client acknowledges that SG ECHO intends to retain certain contractors and consultants to perform certain of the services required for this project. SG Echo acknowledges that Client intends to retain certain contractors and consultants to perform certain of the services required for this project. SG ECHO and Client shall each be responsible for, and shall hold the other harmless from, the acts or omissions of their respective contractors and consultants.

GENERAL TERMS AND CONDITIONS OF CONTRACT

The Agreement and each Purchase Order and Project are subject to Client securing third party financing for the Project and to SG ECHO’s standard terms and conditions, which are attached as Exhibit D.

If the terms and conditions of this proposal meet with your approval, please forward authorization to proceed by executing below.

We thank you for your time and consideration and look forward to working with you on this project. If you have any questions or require any additional information, please feel free to call.

Very truly yours,

[SIGNATURE ON FOLLOWING PAGE]

CLIENT AUTHORIZATION TO PROCEED:

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, on the date and year first above written.

Project:

SGB Development Magnolia Gardens Apartments

Client:

Paul Galvin, CEO

SGB Development Corp.

5011 Gate Parkway Building 100, Suite 100

Jacksonville, FL  32256

Exhibit A

Project Description & Scope of Services

PROJECT DESCRIPTION

SG Echo will be , fabricating, delivering, setting and completing the modular units for the described project on foundations provided by the client. 800 Multi-family Market rate rental units equal to approximately 800,000 SQFT of modular buildings. The design of the project must be approved by the Client before fabrication can be started.

The project will be Fabricated in Phases of 100 to 150 units per phase. Client will determine the schedule of the phasing in its sole discretion.

SCOPE OF SERVICES

BUILDING DESIGN:

These specifications assume this building to be considered “free standing,” without impact or implication from any other facilities on the existing or adjacent properties or from insufficient fire lanes or improper setbacks.

Design specifications and drawings will be approved by the client at the Conceptual phase of design, the Developmental phase of the design and the final Construction Documents.

Building Code Design Criteria:

General Notes:

Foundation:

Notes:

BUILDING COST AND COMPENSATION

The Quote set forth below represents the Fabrication (Quote) of the building.

TERMS

Client shall pay SG ECHO per the terms below to design and fabricate the Magnolia Gardens Apartments project. This amount is due upon receipt of SG ECHO’s invoice.

Terms as noted are:

Storage of modules at SG Echo to be $50 each per day past 30 days from notification of completion unless otherwise approved in writing by Client and SG Echo.

Notwithstanding the foregoing, Client may withhold 10%, as retainage, from the payment otherwise due, to be reduced to 5% after field install is watertight and 2.5% after all punch list items have been complete.

FABRICATION SCHEDULE

The estimated date for State or other JHA Approval and fabrication on the unit is slated by 60 days after documents have been completed and the estimated completion date for fabrication is estimated will be 180 days after all regulatory approvals have been completed. The estimated dates are based on assumptions that SG Echo have signed contract and release of funds, document submittal, and state or other JHA licensure approvals for these modules (if required). Subsequent orders and schedules to be determined at time of order. Completion of fabrication will be driven by long lead items which can be delayed to current supply chain issues.

TERMS AND ASSUMPTIONS

SG ECHO assumes that Client will not make “Major or Significant” changes to the building template set forth herein. Furthermore, we assume that local, state, and federal reviewing agencies will not require “Major or Significant” revisions to the building design. Should “Major or Significant” revisions be required or requested by local, state, and federal reviewing agencies, invoices for additional services will be submitted for review and acceptance by Client and time schedules shall be adjusted as mutually agreed. Fabrication and installation will proceed once the parties reach agreement with respect to invoicing and payment concerning Major of Significant changes.

SG ECHO will complete all necessary applications as required for the completion of the Services included herein. All application fees shall be paid by Client. All general printing, reproduction, and delivery services necessary for the Services will be invoiced based on actual expenses incurred.

Any fees incurred from the submission of local, state, or federal permits will be the responsibility of the Client.

SG Echo, LLC

Signature:
Name: William Rogers
Title: Chief Operations Officer

End of Exhibit A

Exhibit B

Exclusions

Only the items specifically documented in Exhibit A are included under this proposal. This proposal does not include the following services, which may or may not be required for the project:

SG ECHO is not responsible for Client supplied or installed items as noted above.

End of Exhibit B

Exhibit D

General Terms and Conditions of Contract

The following terms and conditions apply to this Agreement and each Purchase Order issued under this Project Agreement:

End of Exhibit D

Exhibit E

Limited Building Manufacturer’s Warranty

1. Offer of Warranty:

This limited warranty (“Limited Warranty”) is made to the Original Owner and/or Final Purchaser only (being herein referred to as “Buyer”) of the new modular structure (herein defined as “modules”) and is the exclusive statement of warranties and obligations by SG ECHO, LLC (being herein referred to as “Seller”). This statement of warranty is for modules or structures built and located within the contiguous United States of America only. This warranty begins as follows;

2. Seller’s Warranty:

Except as otherwise noted herein or as noted under “Exclusions from Warranty,” the Seller warrants the modules to be free from defects in materials and workmanship when properly completed, conditioned, and maintained and within normal use and service of the building’s occupancy type. This warranty covers only the same or equal workmanlike repair or replacement of the Seller’s installed building components, parts, or materials as necessary due to faulty workmanship or materials.

The Seller acknowledges its responsibility of making repairs within a reasonable period of time after being properly advised by the Buyer, in writing, on the details of acceptable and justifiable deficiencies under the terms of this warranty.

3. Exclusions from Warranty:

Seller does not warrant and shall not be responsible for, and this Limited Warranty shall not extend to or include or be applicable to any of the following:

4. Additional Warranties:

Special packaged systems (i.e., HVAC units, water heaters, etc.), equipment (i.e., breakers, lights, emergency lights, etc.) and/or materials (i.e., roofing, siding, etc.) included with the modules may also carry exclusive warranties issued by their respective manufacturers and take precedence over this warranty i.e., Buyer shall only seek recourse from the respective manufacturers for such claims. Some items may require exchange and/or returns to the original manufacturer, in which case, delivery and handling is only covered to the extent of the original equipment manufacturer’s warranty and is not made part of this warranty offered by Seller. To confirm if special packaged systems, equipment, or materials carry any additional warranties, please reference buyer approved shop drawings and cutsheets.

5. Duration of Warranty:

This warranty shall expire twelve (12) months from the date of the issuance of the certificate of occupancy for each such module

6. Buyers Remedy:

Buyer’s exclusive and only remedy under this warranty shall be only with the Seller and at the Seller’s option, to be limited solely to either of the following:

Unless otherwise agreed in writing between Seller and Buyer, repairs under this warranty shall only be made within the State for which the Seller obtained approval for the subject modules.

UNAUTHORZED WARRANTY CLAIMS, MONETARY WITHHOLDINGS (Retainage), NON-PAYMENT OF OUTSTANDING CHANGE ORDERS, AND/OR CHARGE BACKS BY THE BUYER OR ITS AGENTS, WILL NOT BE HONORED BY SG ECHO, LLC. AND ARE UNACCEPTABLE TERMS OF WARRANTY OR SALE. In the event such actions are invoked by the Buyer, the Seller reserves the right to cancel this “Offer of Warranty,” in whole or in part, by written notification to the Buyer.

7. Buyer’s Duties:

Buyer shall give prompt written notice of any defects in materials or workmanship to Seller with sufficient detail to permit Seller to perform its obligations under this warranty. The Seller must be given the ability to mobilize to perform any corrective action items within ten (10) working days after written notice is delivered and any such notice given to Seller shall act as authorization for Seller to make such repairs in accordance with the terms hereof. If defects are caused by someone other than Seller and are not covered under this warranty, Buyer agrees to pay Seller for actual cost incurred to make said repairs.

If local trades, unions, or regulations prevent the Seller’s employees, contractors, and/or labor forces from making the needed repairs, then the Buyer shall bear the costs associated for the Seller’s employees, subcontractors or agents to gain access to the repair site, or the Seller, at its option, may authorize the Buyer to make the repairs itself, at a price that would not exceed the Seller’s cost of performing the work utilizing its own employees, subcontractors or agents, and material costs.

8. Disclaimer:

THE FOREGOING WARRANTY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SELLER’S NEGLIGENCE, ACTUAL OR IMPUTED. THE REMEDIES OF BUYER SHALL BE THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY LOSS, DIRECT, INDIRECT, INCIDENTAL, FORESEEN, UNFORESEEN, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR OCCUPATION OF THE BUILDING(S).

NO AGREEMENT MODIFYING, VARYING OR EXTENDING THE FOREGOING WARRANTY, REMEDIES, OR THIS LIMITATION SHALL BE BINDING UPON SELLER UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICIER OF SELLER.

9. Governing Law:

This warranty and the rights and duties of the parties under this warranty shall be governed by the laws of the state of Oklahoma.

10. Notice of Claims:

If the Buyer has a justifiable claim under this Limited Warranty, it is the Buyer’s responsibility to give prompt written notice to SG Echo, LLC within the Warranty Period at the address specified below:

SG ECHO, LLC.

2917 Big Lots Parkway

Durant, OK 74701 580-380-4708

End of Exhibit E

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