HomeMy WebLinkAboutresolution.council.024-23RESOLUTION #024
(Series of 2023)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND GREEN FLUSH TECHNOLOGIES, LLC AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF
ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a contract for
procurement of a customized prefabricated bathroom for Herron Park, between the
City of Aspen and Green Flush Technologies, LLC, a true and accurate copy of
which is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract for
procurement of a customized prefabricated bathroom for Herron Park, between the
City of Aspen and Green Flush Technologies, LLC, a copy of which is annexed
hereto and incorporated herein, and does hereby authorize the City Manager to
execute said agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 28' day of February, 2023.
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, February 28, 2023.
Nicole 1-1e ring, City Clerk
DocuSign Envelope ID: 2D5E6979-OB33-4lB8-9664-5D229FD368DB
A"i i
�NrN
CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OFASPEN
SUPPLY PROCUREMENT
City of Aspen Project No.: 2022-013
AGREEMENT made as of 8' day of February, in the year 2023.
BETWEEN the City:
Contract Amount:
The City of Aspen
c/o Mike Tunte
585 Cemetery Lan
Aspen, Colorado 81611
Phone: (970) 920-5120
And the Vendor:
Green Flush Technologies, LLC
c/o Kyle Earlywine
1420 N. Columbia Ridge Way
Washougal, WA 98671
Summary Description of Items to be Purchased:
Customized prefabricated bathroom for Herron Park
Exhibits appended and made a part of this Agreement:
Total: $306,000
(Not to Exceed)
If this Agreement requires the City to pay
an amount of money in excess of
$50,000.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
City Council Apprpyal:
Date: 02/28/2023
Resolution No.: 2023-024
Exhibit A: Quote #HPO1 Bathroom to be purchased.
Exhibit B: Green Flush Technologies standard terms and conditions
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
The City and Vendor agree as set forth below.
1. Purchase. Vendor agrees to sell and City agrees to purchase the items on Exhibit A
appended hereto and by this reference incorporated herein as if fully set forth here for the sum
set forth hereinabove.
2. Delivery. (FOB Herron Park - 108 Neale Ave. Aspen, CO 81611)
[Delivery Address]
3. Contract Documents. This Agreement shall include all Contract Documents as the
same are listed in the Invitation to Bid and said Contract Document are hereby made a part of
this Agreement as if fully set out at length herein.
4. Warranties. Two Year
5. Successors and Assigns. This Agreement and all of the covenants hereof shall inure
to the benefit of and be binding upon the City and the Vendor respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Vendor shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party.
6. Third Parties. This Agreement does not and shall not be deemed or construed to
confer upon or grant to any third party or parties, except to parties to whom Vendor or City may
assign this Agreement in accordance with the specific written permission, any right to claim
damages or to bring any suit, action or other proceeding against either the City or Vendor
because of any breach hereof or because of any of the terns, covenants, agreements or
conditions herein contained.
7. Waivers. No waiver of default by either party of any of the terms, covenants or
conditions hereof to be performed, kept and observed by the other party shall be construed, or
operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein
contained, to be performed, kept and observed by the other party.
8. Agreement Made in Colorado. The parties agree that this Agreement was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to
be exclusively in the courts of Pitkin County, Colorado.
9. Attorne 's Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable
attorney's fees.
10. Waiver of Presumption. This Agreement was negotiated and reviewed through the
mutual efforts of the parties hereto and the parties agree that no construction shall be made or
presumption shall arise for or against either party based on any alleged unequal status of the
parties in the negotiation, review or drafting of the Agreement.
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
11. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary
Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from participation in any transaction with a Federal or State department or agency. It
further certifies that prior to submitting its Bid that it did include this clause without modification
in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event
that Vendor or any lower tier participant was unable to certify to the statement, an explanation
was attached to the Bid and was determined by the City to be satisfactory to the City.
12. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest.
(A) Vendor warrants that no person or selling agency has been employed or retained to solicit
or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Vendor for the purpose of
securing business.
(B) Vendor agrees not to give any employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering advice, investigation,
auditing, or in any other advisory capacity in any proceeding or application, request for
ruling, determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefore.
(C) Vendor represents that no official, officer, employee or representative of the City during
the term of this Agreement has or one (1) year thereafter shall have any interest, direct or
indirect, in this Agreement or the proceeds thereof, except those that may have been
disclosed at the time City Council approved the execution of this Agreement.
(D) In addition to other remedies it may have for breach of the prohibitions against contingent
fees, gratuities, kickbacks and conflict of interest, the City shall have the right to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a vendor, contractor or
subcontractor under City contracts;
3. Deduct from the contract price or consideration, or otherwise recover, the value of
anything transferred or received by the Vendor; and
4. Recover such value from the offending parties.
13. Termination for Default or for Convenience of City. The sale contemplated by this
Agreement may be canceled by the City prior to acceptance by the City whenever for any reason
and in its sole discretion the City shall determine that such cancellation is in its best interests and
convenience.
DocuSign Envelope ID: 2D5E6979-OB33-4188-9664-5D229FD368DB
14. Fund Availability. Financial obligations of the City payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. If this Agreement contemplates the City using state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
15. City Council ApRroval. If this Agreement requires the City to pay an amount of
money in excess of $50,000.00 it shall not be deemed valid until it has been approved by the City
Council of the City of Aspen.
16. Non -Discrimination. No discrimination because of race, color, creed, sex, marital
status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap,
or religion shall be made in the employment of persons to perform under this Agreement.
Vendor agrees to meet all of the requirements of City's municipal code, section 13-98, pertaining
to nondiscrimination in employment. Vendor further agrees to comply with the letter and the
spirit of the Colorado Antidiscrimination Act of 1957, as amended and other applicable state and
federal laws respecting discrimination and unfair employment practices.
17. Integration and Modification. This written Agreement along with all Contract
Documents shall constitute the contract between the parties and supersedes or incorporates any
prior written and oral agreements of the parties. In addition, vendor understands that no City
official or employee, other than the Mayor and City Council acting as a body at a council
meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on
behalf of the City. Any such Agreement or modification to this Agreement must be in writing
and be executed by the parties hereto.
18. Authorized Representative. The undersigned representative of Vendor, as an
inducement to the City to execute this Agreement, represents that he/she is an authorized
representative of Vendor for the purposes of executing this Agreement and that he/she has full
and complete authority to enter into this Agreement for the terms and conditions specified
herein.
19. Electronic Signatures and Electronic Records This Agreement and any
amendments hereto may be executed in several counterparts, each of which shall be deemed an
original, and all of which together shall constitute one agreement binding on the Parties,
notwithstanding the possible event that all Parties may not have signed the same counterpart.
Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope
of Work, and any other documents requiring a signature hereunder, may be signed electronically
in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or
enforceability of the Agreement solely because it is in electronic form or because an electronic
record was used in its formation. The Parties agree not to object to the admissibility of the
Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a
paper copy of a document hearing an electronic signature, on the ground that it is an electronic
record or electronic signature or that it is not in its original form or is not an original.
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
IN WITNESS WHEREOF, The City and the Vendor, respectively have caused this Agreement
to be duly executed the day and year first herein, of which, to all intents and purposes, shall be
considered as the original.
FOR THE CITY OF ASPEN:
oaouftnod by;
By: SAM a, M
Aspity Manage enr
3/1/2023 1 8:49:04 PM PST
Date
Approved as to form:
�Darusipncd by:
,haw►t,s 9, Trot, —
City Attorneys Office
SUPPLIER:
oocw5igned by:
W41nt.
By. Kyle Earl ywi ne
Co-owner
Title
2/8/2023 1 3:58:20 PM PST
Date
IPGREEN FLUSH
R E S T R O O M S
Quote #HP01
City of Aspen CO
Prefabricated Restroom
for Herron Park
2/06/2023
u'T+-
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
Quote Per Quote #50124-8(REV. #3) by Whitley Manufacturing
Green Flush's "Durango II" custom restroom model wood frame
constructed with a small alcove for the mechanical room door, a covered
,4 44010 porch, and two concrete post piers delivered to 108 Neale Ave., Aspen CO
r��tk. � 81611 ready for operation after customer makes connection to site water,
OF sewer and power. The restroom comes with an empty 4' deep concrete
foundation. Exterior walls are finished with Woodtone Allura lap siding
CITYOFASPEN above4'.
Stone wainscot will be procured locally and installed on -site. Interior cabin walls are finished
with "Industrial Park" tile up to 56" and one wall with "Mythology" tile to 107'. Cabin floor will be
"Industrial Park" tile with floor drains, ceilings and exposed porch will be Hardie -panel (stucco
finish). Also includes Class A Corten Corrugated roofing, one rail Corten system snow guard,
ERV ventilation system, mirrors with lighting, cove heaters, extra insulation, stainless steel baby
changing tables, automatic door locks, interior lights, exterior lights tucked in 180 degree cutoff,
windows, electric water heater, porcelain fixtures (toilets, urinals, and sinks), Dyson Air Blade
faucets/hand dryers, soap dispensers, toilets will have touchless flushometers, trash
receptacles, mop sink, occupancy indicators, and hollow metal doors. Design and rendering
services included. Crane service, on -site support, Colorado State Tags, and a two-year
warranty are included. Restroom will meet the City of Aspen Thermal Envelope requirement.
Item Price
Restroom building as described $271,176.00
1% Discount for Direct Procurement
Total
Option
Extra faucet, toilet paper holder, and soap dispenser shipped loose
Add (2) accessible door openers with push plates
Substitute Hardie -panel (stucco finish) for cedar T&G on cabin ceilings
Substitute (2) Brandely verge lavatories for soap dispensers and Dyson faucets
QTY Subtotal
1 $271,176,00
-$2,712.00
$268,464.00
Price
$3,690.00
$16,000.00
$4,209,00
$11,970.00
Site work and sales tax are not included.
Pricing is guaranteed through 02/20/2023
This quote is based on Green Flush's standard Terms and Conditions (see separate attachment). The payment terms
are fisted below.
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
Delivery
The restroom will be delivered on a semi -truck to the installation
site or as close as the semi -truck can get to the installation site.
Green Flush Restrooms purchases carbon offsets for all travel,
shipping, and office energy.
Installation site
108 Neale Ave, Aspen, CO 81611
Crane Rental
CAR
ON
DALANCLD
Q terrapass-
This quote is based on the crane having a 40' reach (center to center). There cannot be
any hanging electrical wiring near the crane, Any trees or other obstructions will need to
be addressed before the crane arrives on site, Any cost increases to Green Flush due to
needing a longer than 40' reach or obstructions will be passed on to the customer
through a change order.
Warranty
All materials and equipment provided by Green Flush Restrooms will have a two year full
warranty beginning on the date the customer is notified the restroom is ready to ship,
Customer Milestones
Due to the recent pandemic, natural disasters, and steel tariffs; material costs will need to
be reviewed if the customer misses approval milestone dates agreed upon in a
publishod schodule, Green Flush Restrooms reserves the right to revise and pass along
price incroases duo to missed milestones.
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
Durango Il Floor Plan, Elevations, and Renderings
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WIlY4 � uilMlt I t'
FP.0 MCCH, OFP
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CUSTOM DURANGO 11
HERRON PARK, ASPEN, CO
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DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
Restroom Specifications
WMWHITLEY
11.111tditt9urilig ( 11"Veld well I EASI
201 W. First Street S, Whitley, IN 46787 Phone (260) 7",5131 Sales Fax (260) 723.0396 whifl tehitleym"n.crmi
2/6/202,1 2:52 PM
2/6/2023 15:04
QUAV"IfINTACH)v c.
SALESPERSON,
JARED YOUNG/ KEN EARLYWINE
ESTIMATOR:
LARRY 141GI-I
FACTORY:
IN
BUILDING:
20'-0"X8'-4" BLDG, (DURANGO IRINISEX RESTROOMS W/ SIDE ROOF EXTENSION)
UNITS,
(1) 20'-0"X8'-4" MODULE PLUS OVERHANG
CODE:
20181BC/20181ECC/CO3
STATE:
CO
QUOTE f1
50124-8 EV. 03
TYPE:
PERIMETER
MAIN BEAM:
C'8"X18,750/FT AROUND PERIMETER
MISC'.:
PRIME PAINT 0CHANN'EL FRAM)
X-MEMBER;
NONE
HITCH:
NONE
AXLES:
NONE
MISC:
(4) &OLT=ON LIFTINCt LUGS SET IN CONCRETE
MISC:
(4) 1/2"XI I"XIV STEEL COVER PLATES W/ 4-14OLES THAT ARE BOLTED TO LIFTING
LUG PLATES AFTER THE LIFTING LUGS ARE REMOVED, THESE HANG DOWN
OVER THE VAULT WALL FOR 'TIE DOWN TO RESIST LATERAL MOVEMENT,
F O
BTM BOARD:
NONE
INSULATION:
NONE
JOISTS:
NONE
DECKING:
NONE
MISC:
8"'THICK 40001181 STD, WEIGHT CONCRETE FLOOR W/ 04 RE -BAR G" O,C, 711E
LONG WAY AND 12" ON CENTER THE SHORTWAY.
MISC.;
CONCRETE TO NAVE 7'111i "1'ENETRON" ADMIXTURE SINCE NO COLOR
MISC',:
VAULT TO HAVE RIGID INSULATION, MFR, TO INSTALL PRESSURE TREATED 2X6
ANT) P.T. PLYWOOD AROUND PERIMETER PER DIAGRAM
MISC,:
CONCRETE 1S TO HAVE 2-COATS "SILENCURE" SEALER OVER A LIGHT BROOM
FINISH 1N THE MEC H, ROOM AREA ONLY.
(NO SEALER IN CABIN AREAS- CABIN ALIAS TO GET TILE)
COVERING;
NONE (BRUSHED NATURAL CONCRETE FINISH IN MECH, ROOM ONLY)
COVERING:
DALTILE "INDUSTRIAL PARK" 24"X24" GRAY TILE (COLOR TM WITH YXIT,
INDUSTRIAL PARK BULL NOSE BASE (MC'LUDES SCHLUTER DITRA UNDER-
LAYMENT, MAPEI ULTRA COLOR PLUS FA GROUT AND SCHLUTER'TIUM AT DOOR)
(CERAMIC FLOOR COVERING IS IN THE (2) CABIN AREAS ONLY)
DUCT;
N/A
BASE 'TRIM:
YX12" BULLNOSE CERAMIC TILE FOR BASE IN RESTROOM(S) ONLY
MISC',:
INSTALL (2) 1" THICK JX'WX" 4"L STEEL BAR GRATES OVER 1/4"X1,5X1,5 ANGLE
IRON SET INTO A 24"X24" OPrNTNG FOR ACCESS TO CONNTC'T SITE UTILITIES
h,. ll' �.ii c•r, h�:- I.,,nc�-.Iri, I\ ,11me;vllc. WA 1 "01; PA
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
WMWHITLEY
1'imilli ildtfrifig I 1'Vel"411-m { Piet .
201 W. First Street S. Whitley. W 46787 Pime (260) 723•5131 Series Fax 1260) 723.6396 whiticS��tTnv�iillrVman.cotu
2/6/2023 2:52 PM
(GRATES ARE TO BE GALV, OR PAINTED & ARE IN MECH ROOM)
o s
(I 15MPH WIND LOAD DESIGN)
IDBL, BOTTOM PLATES WITII BOTTOM PLATE TO BE PRESSCRE TREATED)
STUDS:
2"X6" q 16"O.C.
MISC.;
RECESSED ALCOVE AT MECHANICAL ROAM DOOR
WALL HEIGHT:
7'=6" (EAVE) TO 10'-711 (HIGH PEAK) FINISHED CEILING HEIGHT
COVERING:
5/16" HARDIE PANEL (SWCCO FINISH) OVER OSB ON 3-WALLS OF EACH
RESTR'M ABOVE CERAMIC (PAINTED SW706:3 NEBULOUS WHITE)
(PAINTED (WHIM CCX PLYWOOD ONLY IN MECH, ROOM)
(SU13, 24"X24" WALL TILE WAINSCOT UP 66" ON (3) WALLS OF EA, REST'ROOM,)
(DALTILE INDUSTRIAL PARK- COLOR TBD)
(INSTALLED OVER TILE BACKER AND OVER OSB)
(W/ 3"XI2" BULL NOSE TILE AT TOP AND MAPEI ULTRA COLOR PLUS GROUT)
(SUB, DALTILE 4"X12" MYTHOLOGY UNDULATED/TITAN MY96 WALL TILE FULL
HEIGHT (10'•7" HIGH) ON ONE WALL OF EACH RESTROOM.I
(INSTALLED OVER TILE BACKER AND OVER OSB)
(WITII MAPEI ULTRA COLOR PLUS GROUT)
COLOR:
TO HE SELECTED FROM MANUFACTURERS STD COLORS
SHEATHING;
1/2" CDX PLYWOOD OR 7/16" OSB
SHEATHING;
AIR INFILTRATION HARRIER
INSULATION;
I" RIGID FOAM (R»6)
INSULATION;
R-21 KRAFT FACED
SIDING;
STONE WAINSCOT UP 48" AND SILL TOP IS TO BE SUPPLIED AND INSTALLED
13Y OTHERS AT THE SITE.) (MFR. WILL PROVIDE FLASHING BEHIND SIDING
FOR THE SITE INSTALLED BILL)
SIDING;
Si 16" ALLURA RUSITIC SERIES 13Y WOODTONE PREMNISHED HORIZONTAL LAP
FIBER/CEMENT PLANK W/ 7" EXPOSIR& SIDING IS ONLY ABOVE THE 48" HIGH
STONE WAINSCOAT WITH FLASHINO AS REQUIRED
TRIM:
ALLURA RISTIC SERIES BY WOODTONE TRIM
SKIRTING:
NONE EXPOSED CHANNI31, AROUND CONCRETE (PAINTED BLACK)
MISC :
SHRINKWRAP
NO WALL VENTS Qi OTED
TE
i
STUDS;
2"X4" n, 16"O,C',
COVERING:
('HUB, DALTILE 41IX12" MYTHOLOGY UNDULATED/TITAN MY96 WALL TILE FULL
HEIGHT (IO'-7" HIGH) ON ONE WALL OF EACH RESTROOK )
(INSTALLED OVLR TILE SACKER AND OVFK OSB)
t WITH MAPEI ULTRA COLOR PLUS GROUT)
MISC;
BATTENS TO MATCH FRI' WALL COVERING AT SEAMS
COLOR:
TO BE SELECTED FROM MANUFACTURERS STD COLORS
11'lii�lve. 1'•:.. l.n: h� ,Ici. l` :` Imr� VA- I PA
DocuSign Envelope ID: 2D5E6979-OB33-41 B8-9664-5D229FD368DB
WJAWHITLEY
Nhuul1iit,1w•ijq., I FAtigitiji i Kisl
201 W, First Street S, Whitley, IN 46787 Phone (260) 723.5131 Soles Fax (260) 723.6396 whideyAwhillrynttm.eo,11J
2/6/2023 2:52 PM
INSULATION;
R-I1 UNFACED
RQ
RAFTERS:
2X10 S.P.F. #2 ,#; 16" O,C,
4; l2 GABLE PITCH (75# LIVE LOAD)
MISC':
2X12 013L. RIDGE BEAM Olt LAM BEAM AS REQUIRED
CEILING
PAINTED 5/16" HARD) -PANEL (STUCCO PATTERN) OVER 7/16" OSB
(EXPOSED ON PORCH AREA)
FINISHED CEILING HEIGHT OF T-6" TO 104" (FOLLOWS PITCH OF RAFTERS)
INSULATION
R-3ii UNFACED (KRAPT FACED WHERE RFQ'D W/ GYP)
SHEATHING
5/8" CDX PLYWOOD
ROOFING:
22 GA, CORTEN 7/8" CORRUGATED A606 STEIN, ROOFING (RUSTED) W/ S.S. SCREWS
AND CUSTOM BENT TRIM PC'S,
MISC,:
OVI",R ICE SAIL""LI) TYPE UNDERLAYMENT
MISC:,;
"C'OLORGARD" 8' METAL ROOF SNOW BAR (ACROSSED EACH 21'=8" ROOF SAVE
WITH "CORRUBRACKET" 100T METAL ROOF 13RACKE'1'S FOR MOUNTING
OVERHANG;
10" ON 3-SIDES AND 54" ON 1-SIDE (PORCH)
(WITH PAINTED SMART -PANEL CEDAR LOOK SOFFIT- VENTED AS REQUIRI,D)
( WITH SMART PANEL FASCIA SIZED AS REQUIRED (PAINTED)
MISC•:
ADD FRAMING POCKETS BUILT INTO TILE ROOF FOR T'IM131iIt AT" 1'ACUML'•NT AND
TEMPORARY ANGLED BRACING, SINCE POSTS ARE SHIPPED LOOSE
MISC_:
J)CiC'C)IiAT'IVL' 1ZOUGH SAWN CEDAR TIMBER 13FAMS IN GABLE AND FOR 54"
PORCH OVERHANG WITH 6"X8" AND 611XV TIMBER FRAMING
W/ BLACK STEEL GUSSETT SUPPORTS & (2) 6"X4'X8' ROUG11 SAWN CEDAR POSTS
(ALL INSTALLED CEDAR TIMBER AND THE SHIPLOOSE CEDAR POSTS WILL BE
STAINED WITH SEMI -TRANSPARENT STAIN.)
MISC.;
NO GUTTER OR RAIN WATER COLLECTION SYSTEM
DOORS;,
EX'1', DOOR:
36XSO 18 GAUGE INSUL. COMMERCIAL STL. W/ 14 GA. STL.JAMB (GALVANIZED)
(OUT -SWING DOORS)
(S-1111, JAMB TO 13E WELDED FRAME)
BLANK DOOR(S)
WITH STAINLESS BALL BEARING HINGES W/ NRP AND WI ATHERS'1'RIPPING
(1) WITH SCHLAGE NJ7SOPD STOREROOM FUNCTION LEVER LOC'KSET (MECH. RM.)
('_') CABIN DOORS W/ SCIILAGE 1,9456R 06A 630 L283-722 MORTISED LOCK W/ OCCP.
INDICATOR
(2) CA131N DOOMS) -1.0 HAVE "CAMDLN" ELEC. STRIKE(S) W/ SECURIT'RON DT-7
TIMER FOR AUTO DOOR LOCKING
I'EMCO THRESIlOLD AND DOOR SWEEP ON ALL DOORS
(2) CA13IN DOORS W/ "LCN" #9542-RrU RH ANCLR 36 DOOR OPERATOR AND (2)
"CAMDEN" IICX-WC]4AXVM-I'S FLUSH MOUN'P LIGHTED PZISIJ BUTTON
DOOR CONTROL SYSTEM CONTROLS INSIDE AND OUT
(1) STOREIMOM DOOR WITH 1 CHECK CHAIN ONLY
(2) CABIN DOORS WITH LCN CLOSER 4040XP W/ CUSH-IY-STOP ARM (GRADE 1)
(2) CA131N DOORS WITH TICE 34XJ0 I:iXTERIOIt KICKPLA'1'E ON PUSH SIDE
DocuSign Envelope ID: 2D5E6979-OB33-4lB8-9664-5D229FD368DB
WMWHI.TLEY
11.ululitcl[tritt�; � 1'.�r�IrtYy'17 i Iota
201 W. First Street S, Whitley, IA' 46787 Phone (260) 723.5131 Sales Fax (260) 723=6396 ivLiitley!i��vllitl
2/6/2023 2;52 PM
NO DOOR GRILLES WERE QUOTED
WITH STRAFING FOR HEARER RT-INFORCEMENT BOTH SIDES OF FRAMING
MISC,:
KEY ALL DOORS ALIKE TO GREENFLUSH MASTER KEY SYSTEM
TY OF (3)
INT DOOR;
NONE
WINDOWS.
SIZE:
NO SKYLIGHTS
SIZE;
32"WX16"H FIXED W/ FIBERGLASS FRAME IKOLBC OR EQUAL)
FIBERGLASS FRAME
GLAZING;
INSUL, LOW "E" GLAZING (OBSCURE GLASS)
INT, TRIM'
FRP 01-11'SIDE CORNER TRIM ONLY
BLINDS:
NONE
Q-11' OF (4 )
ELECT
a :
120V ELECTRIC ONLY
(GROUNDING OF BLD(A, AT SITE IS BY OTHERS)
ELEC, PANEL;
120i240 V. 1-PI]ASE 60 IIZ (INTERIOR MOUNT IN MYCII. ROOM)
OVITH THE SERVICE ENTRANCE CONDUIT STU13BED THRU THE WALL ONLY)
100 AMP (SERVICE LNTRANCr STUBBED THRU WALL ON RE -AR OF BIALDING)
IQUOTED SIEMENS OR EQUAL W/ SNAP IN BREAKERS)
Q'1'Y OF (1)
WIRING;
MC CABLE
INT, 1.10IITS;
WALL MOUNT 15 WATTLED SURFACE MOUNTED WTL LWP1513Z1XP)
QTY OF (3)
EXT. LIGHTS:
MAXXIMA 0MRL-6115ORNW-A RLCE;SSED CAN LTGEIT (IN OVI"'RIIANG ON PORCII)
Q'rY OF (4)
MISC:
EXTERIOR LIGHTS TO HAVE PHOTO CELLS AND A TIMEM
RECEPTACLES
I 1 OV 20 AMP ((1) D13L, GANG QUAD IN MECH, ROOM)
-SWITCHES:
I IOV 20 AMP (TOC,GI..E ONLY IN MECH. ROOM)
SWITC11E:S;
TIMER SWITCH FOR EXTERIOR L1GI-ITING
SWITCHES:
110 VOLT OCCUPANCY SENSOR TYPE IN RESTROOMS
(ACCUITY CMR9 OR I-QUAL) (OPERATES INT, LIGHTS AND LRV'S)
PL UMBII G
W'C1C CLS'1';
CHINA (171-001k MOUNTREAR DISCHARGE PIUOLO FLOWISE W/ SEAT) [II,C:.I
W/ ZURN ZER6000AV-WSI-CC'P EXPOSED CHROME "AQUAVANT'AGE" AUTO
SENSOR FLUSH
Q'I'Y OF (2 )
URINAL;
K-4991-ER URINAL WITH EXPOSED rLUS11 VALVE
W/ ZURN ZI.•.R6000AV-WSI-CCP EXPOSED CHROME "AQUAVANTA(w" AUTO
SENSOR FLUSH
Q'1')' Or 12)
LAVATORY;
AMER. STD. DECORUM 09024000EC.020 WALL HUNG SINK
(STD. WHITE FINISH)
11'hill��� C korh�.��r. 1 - :19nry .ills. «h�--I,.,:�lii, f I�
DocuSign Envelope ID: 2D5E6979-OB33-4lB8-9664-5D229FD368DB
WMWHITLEY
11s1tniliu'lurit�; � ]�-et�;nx�i � l�ta
201 W. First Street S, Whitley, IN 46787 Phone (260) 723.5131 Snles Fox (260) 723:6396 wltilley(�owhitlSYmn i.co)g
2/6/2023 2;52 PM
WITH DYSON #WD06 AIR BLADE WASH/DRY FAUCET/HAND DRYER
QTY OF (2 )
SINK TRAP GUARD — --�
MISC.:
QTY OF (2)
MISC.:
QUAD CLOSE TRAP SEAL (SMI"TH 92692=02) FOR FLOOR DRAIN'
QTY OF (2)
WTR HTR:
INSTANTANEOUS (EMT=1)
QTY OF (1)
SERVICE SINK;
BK RESOURCES BVJ,,1S.1620-6•KIT MOP SINK W/ WALL MOUNTED FAUCET
QTY OF (1)
FLOOR DRAIM
3" CAST IRON BODY= POLISHED NICKEL RING AND GRATE
(ZURN-Z451 W/ INTEGRAL SHALLOW TRAP)
WITH PRO.FLO PFP2500 TRAP PRIMER WITH LINES CAST IN FLOOR
QTl' OF (2)
HOSE BIBB:
FROST PROOF (1/2" WITH REMOVABLE HANDLE.- "WOODFORD 24P")
(NO "NON -POTABLE WATER" SIGN RE UIRED)
QTYOF(1)
MISC',;
RIGID FOAM SUPPLY LINE INSULATION IN THE MECHANICAL ROOM AS REQUIRED
SUPPLY:
TYPE PEX (WITH 3-WAY DRAIN VALVE FOR WINTERIZATION)
MM
SCH 40 PVC
.MULTIPLE DROPS W/ WASTE DROPS STUBBED THRU FLOOR FOR ACCESS FROM
THE EMPTY SITE INSTALLED VAULT, (ALL MANIFOLDING REQUIRED IN THE
VAULT IS SUPPLIED AND INSTALLED BY OTHERS AT THE SITE.)
MISC',:
(1) 4" PVC SLEEVE THRU FLOOR IN MEC'H, RM FOR NON,POTABLE WATER SUPPLY
R,RM, ACCESS
TOILET PAPER HOLDER (DBL, ROLL "ROYC'E ROLLS TP2")
QTY OF (2)
R,RM, ACCESS
ASI 04697 RECESSED S,S, PAPER TOWEL AND WASTE RECEPTACLE
QTY OF (2)
NOTE;
NO SEPARATE HAND DRYERS- W/ FAUCETS ONLY
R.RM, ACCESS
GRAB BARS
QTY OF (6)
R.RM, ACCESS
COAT HOOK- 13-682"
QTY OF (2)
R,RM, ACCESS
WXS" BRUSHED ALUM. UNISEX RESTROOM SIGNS NEXT TO DOOR (ADA)
QTY OF (2)
R,RM, ACCESS
LIQUID SOAP DISPENSER (B-2111 CLASSIC SERIES)
QTY OF (2)
R,RM. ACCESS
FOUNDATIONS #W1032311700 MPNII100S5•R BABY CHANGING STATION
QTY OF (2)
R,RM, ACCESS
(2) BRUSHED ALUM, 13ABY CHANOINU STATION SIGNAUE NEXT 1.0 DOORS
R,RM, ACCESS
"DANGER: CONFINED SPACE -DO NOT ENTER WITHOUT PROPER EQUIPMENT
AND SUPPORT PERSONEI." SIGN AT MAN HOLE AREA.
R,RM. ACCESS
24"WX36"H SA, FRAME MIRROR (HANDICAP ACCESS,) (B-1556)
tl'1'Y Ol' (2)
R,RM, ACCESS
24"WX36"H "KINWELL" LIGHTED OVAL MIRROR (HANDICAP ACCESS,)
(WIRE LIGHTED MIRROR TO TIM INTERIOR LIGHT OCCUPANCY SENSOR)
1' hillrv. IN kUC'h('i(^r. IN Nhiv:�illc. `VA--I.vc)li:, I'A
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
WMWHITLEY
%fal11d1H_Ltu•inr 11"'Acl m-11 j l"asl
201 W. First Street S, Whitley, IN 46787 Plwac (260) 723-5131 Sales Fax (260) 723.6396 ■❑hiticyr-whitleyi=tanxotn
2/6,12023 2;52 PM
QTY OF (2)
H. V.. 4.0
NO A/C WAS QUOTED
EXHAUST
FAN;
(1) PANASONIC OR EQUAL ERV (200 CFM) WITH A FLEX DUCT IN THE MECHANICAL
ROOM TO EACH RESTROOM WALL, WITH THRU WALL DIFFUSFR
(ERV OPERATION WILL BE TIED TO INTERIOR LIGHT'S IN EACH RESTROOM
FOR OPERATION WHEN EITHER RESTROOM IS OC'C'UPIED,)
QTY OF(1)
HEAT,
WALL MOUNT 45OW COVE HEATER ('104512" COMFORT COVE HEATER)
WITH (3) WALL MOUNT HONEYWELL P-8001 PROGRAMABLE THERMOSTAT
W/ (2) JOHNSON CONTROLS #0RD10=lR STEEL WIRE T-STAT GUARD
(PLACE HEATER AS HIGH AS POSSIBLE ON A GABLE WALL)
QTY OF (3)
FURNISWING&
N/A
MISC',;
(1) METAL FILE FOLDER FOR O/M MANUALS
STATE
LABELS;
CO (INSTALLED BY STATE INSPECTOR AT SITE)
CODES;
2018 IBC'/ 2018 JECC'/ CO,
SEALED
DWGS;
CO ENG, AND 3RD PARTY
STATIC
Rrvu=W,
co
THIRD PARTY:
THIRD PARTY LABEL
NOTES;
USE GROUP UTILITY
TYPE VB CONSTRUCTION (UNPROTECTED)
OCCUPANT LOAD OF (5)
MIN FIRE SEPARATION OF I V
(PROTECTED OPENINGS, LF REQUIRED ARE TO BE BY OTHERS)
MANUFACTURERS LIMITED WARI"NTY 1S FOR I
YEAR FROM THE DATE OF THE MANUFACTURERS
COMPL FTION DATE ONLY,
WHITLEY MFG, IS NOT RESPONSIBLE FOR LIQUIDATED DAMAC7ES.
WHITLEY MFG. IS NOTRESPONSIBLE, FOR LOCAL CODES,
NOTE: DUR TO THE RECENT PANDEMIC,
NATURAL. DISASTERS, AND STEEL. TARIFFS;
QUOTES ARE GOOD FOR 10 DAYS, AFTER 10 DAYS
MATERIAL. COSTS WILL. NEED TO BE
REVIEWED AT THE TIME OF ORDER
\V'hilly:-, 1 Roclu Iri I^: Mill-'W]110, AGA. 1 "vla. I'A
DocuSign Envelope ID: 2D5E6979-OB33-41 B8-9664-5D229FD368DB
WMWH.ITLEY
%huIu(iirliirifig I FIN c-]p ]1 ;
101. W, Firm Street S, Whitley, IN 46787 Phone (260) 723-5131 SnIes Fax1260) 723.6396
2/6/2023 2:12 PM
PLACEMENT AND PRICE IS
SUBJECT TO CHANGE AS
REQUIRED TO COVER ANY
INCREASES. ONCE THE ORDER IS
PLACED, THE MFR. HAS THE RIGHT TO REVIEW
MATERIAL COSTS 60 DAYS PRIOR TO THE START
OF PRODUCTION, ANY VARIANCES ON MATERIAL
PRICING WILL HE ADJUSTED ACCORDLNGLY AT
THAT TIME. ANY MATERIAL COST INCREASE OR
DECREASES WILL HE PASSED ALONG TO THE
CUSTOMER AT THAT TIME VIA A CHANGE ORDER.
&,}CEpT1t7N•5. NOTa' & CL,4&IfLC_4710NS.
WPILS OF FINAL ENGINEERED AND APPROVED DRAWINGS
WILL BE LIMITED TO (5) SETS, ADDITIONAL SETS. IF REQ'D,.
ARE AVAILABLE FOR A NOMINAL FEE,
ALL SERVICE SINKS AND DRINKING FOUNTAINS UNLESS
SPECIFICALLY CALLED OUT, ARE TO BE BY OTHERS AT THE
SITE.
WHITLEY STANDARD WARRANTY APPLIES UNLESS STATED OTHERWISE
WARRANTY CLAWS NOT REPORTED AND APPROVED WILL NOT
HE CONSIDERED FOR REIMBURSEMENT.
ALL BUILDINGS HAVE STANDARD SET-UP ITEMS THAT
NEED'ru BE COMPLETED BY YOUR SET-UP SLJIICUNT1"C'f0R (11,-
DOOR ADJUSTMENTS. HVACBALANCING, CROSS SEAM CONNECTIONS,
ETC.)
A COPY OF OUR WARRANTY SHIPS WITH ALL COMPLETED PRODUCT
PLEASE LI'T US KNOW 1F YOU WOULD LIKE A COPY IN ADVANCE.
WHITLEY MFG, IS NOT RESPONSIBLE" FOR ANY DAMAGES
RESULTING; FROM ACCIDENTAL OR NEGLIGENT ACTS BY THE
TRANSPORTATION COMPANIES.
ALL WINDOWS AND DOORS WILL HAVE A VERTICAL BATTEN AT
CORNERS FOR A CONTROL JOINT
PAYMENT TERMS WILL NEED TO HE DETERMINED AT THE TIME OF ORDER
PLACEMENT.
ALL FREIGHT AND BLDG, INSTALLATION IS BY OTHERS,
ALL DROP DECK TRAILERS FOR HAULING OF UNIT IS TO BE BY THE
CUSTOMER'S 11,ULEX (UNIT IIEIOIIT IS APPROX. 13'-0" IIIOII)
DocuSign Envelope ID: 2D5E6979-OB33-41 B8-9664-5D229FD368DB
WMWH ITLEY
]l�tludu!•Itu•itt�; I L':.t�t�,nrr�!! � 1.'<t�l
201 W. Fial Street S. Whitley, IN 46787 Phone (260) 723.3131 Snles Fax (260) 7?3•G396 wliiticy�n �vludrylunil.cwu
2/6/2023 2;32 PM
NO GUTTER OR DOWNSPOUTS ARE INCLUDED,
THE EXTERIOR STONE VENEER IS TO RE SUPPLIED AND INSTALLED BY CITHERS AT
LP SOFFIT WAS UOTLD IN LICU° OF HARDIE-PANEL, SIRTCE ALL SIDING AND
TRIM IS LP SMART PANEL AND TRIM.
NO CLASS "All ROOF ASSEMBLY WAS QUOTED, IT IS NOT KNOWN WHAT THEY
ARE REQUIRING,
ALL WASTE PIPING BELOW THE MODULE FLOOR IS TO HE SUPPLIED AND
INSTALLED BY OTHERS AT THE SITE IN THE DRY VAULT. (THE MFR. WILL
STUB A DRAP_V AT EACH FIXTURE THRU THE FLOOR INTO THE VAULT.
(SOME TYPE OF SPECIAL CONNECTION WILL NEED TO HE DETERMINED
SINCE THE PIPING CANNOYT PROJECT DOWN PAST THE CONCRETE FLOOR.)
VERTICAL HOARD AND BATTEN SIDING WAS QUOTED PER THE SPECS.
(NO HORIZONTAL PLANK TYPE AS SHOWN ON ELEV. DRAWINGS,)
CEDAR COLUMNS AS QUOTED ARE 6"X6" WITH A 6"X8" TOP BEAM AS SHOWN
ON THE ELEVATION DRAWINGS. (NOYT 8"X8" POSTS)
MFR'S, STD, 6"X6" CERAMIC TILE WAS QUOTED.
NO EXTERIOR LIGHTS WERE SPECIFIED AND NONE WERE QUOTED.
REV, ill QUOTE INCLUDES THE ORIGINAL KOHLER SINKS & SENSOR FAUCETS,
CALLS OUT THE CAN LIGHTS ON THE EXTERIOR OF THE BLDG, AS INTENDED
FOR THE PORCH, CHANGES BACK TO A GRATED OPENING IN LIEU OF A
MANHOLE IN THE FLOOR, AND REVISES THE BRADLEY VERGE OPTION,
REV, #2 QUOTE- REQUOTED PER A COMPLETELY REVISED MATERIAL LIST,
REV, #3 CHANGED LAYS, FAUCETS, AND HAND DRYERS.
', AMlle•.", 'IV- Rod":Slci, 1"\ - ,•1 a:j,rrill�., �1';1—Ltr�l�:, PA
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
Standard Terms and Conditions and Payment Terms
• This restroom is sold using Green Flush Standard Terms and Conditions which are sent as an
attachment with this quotation.
10% Before the start of engineered drawings and calculations for the Product, the Buyer shall
pay the Seller a deposit of 10% to cover the Seller's costs for the preparation and approval of
engineered drawings and calculations including the costs of plan review and approval by the
State Modular Building office.
■ 10% Seller shall begin manufacturing the Product after receiving the approval of the plans and
specifications by the local building department and upon receipt of payment equal to an
additional 10% of the Purchase Price.
• 70% Prior to shipment of the finished Product from the factory, the Buyer shall pay the Seller a
sum equal to the balance owing on the Product minus 10%, The Seller shall not be required to
ship the Product until this payment has been received, or other arrangements have been
mutually agreed to,
• 10% or remaining balance, Within 25 calendar days of the delivery date, the Buyer shall pay the
Seller the full remaining unpaid balance of the Purchase Price, However, at that time, should the
Buyer wish to retain monies from the unpaid balance of the Purchase Price due to warranty
concerns for which the Seller is liable, the Buyer shall not be required to pay Seller said retained
monies until such time as the warrantee work is completed. Monies held for warrantee work
shall not be in excess of the actual cost of the warrantee work. The purchase and payment
terms herein shall be controlling over any other document,
*The Seller may request partial payments on a monthly basis for expenses incurred in the work of
manufacturing the Product.
**The purchase price may be adjusted by written change order, signed by both the Buyer and Seller.
Delinquent payments shall be subject to 1% interest per month.
City Testimonial
City of Pacific Grove CA, Butterfly Sanctuary Restroom
"Green Flush provided the City of Pacific Grove with a restroom for our
Monarch Sanctuary, a location where constructing a restroom would
have been difficult. The restroom that we purchased suits our needs.
The restroom is constructed with precise carpentry, looks great and
functions perfectly as designed. Their staff is pleasant to work with,
they are very responsive to questions and providing assistance
during installation. I highly recommend Green Flush and will use
them again in the future for our prefabricated restroom needs."
- Daniel Gho, City of Pacific Grove Public Works Director
Thank You
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
EXHIBIT'B'
GREEN FLUSH TECHNOLOGIES, LLC
Terms and Conditions
1. Agreement. This Agreement consists of both the Contract and these Terms and Conditions as is between Green
Flush Technologies LLC (the "Seller") and the City of Aspen Colorado (the "Buyer").
2. Scope of Services. This Contract is for the fabrication, delivery, and installation of a Durango Il model flush
restroom building as described in the attached specifications, Quote # CO HP01 (the "Product"), delivered to
108 Neale Ave, Aspen CO 81611.
Purchase Price & Payment Terms. The purchase price for the Product, shall be $ 268,464.00. Unless otherwise
stated, all applicable duties or federal, state or local taxes that are, or may hereafter be, applicable are separate
and not included in the Purchase Price. Before the start of engineered drawings and calculations for the Product,
the Buyer shall pay the Seller a deposit of 10% to cover the Seller's costs for the preparation and approval of
engineered drawings and calculations including the costs of plan review and approval by the State Modular
Building Office. Seller shall begin manufacturing the Product after receiving the approval of the plans and
specifications by the local building department and upon receipt of payment equal to an additional 10% of the
Purchase Price. The Seller may request partial payments on a monthly basis for expenses incurred in the work
of manufacturing the Product. Upon notice that the Product is ready to ship, Buyer shall pay the Seller a sum
equal to 90% of the purchase price minus previous payments. The Seller shall not be required to ship the Product
until this payment has been received, or other arrangements have been mutually agreed to. Within 25 calendar
days of the delivery date, the Buyer shall pay the Seller the full remaining unpaid balance of the Purchase Price.
However, at that time, should the Buyer wish to retain monies from the unpaid balance of the Purchase Price due
to warranty concerns for which the Seller is liable, the Buyer shall not be required to pay Seller said retained
monies until such time as the warrantee work is completed. Monies held for warrantee work shall not be in
excess of the actual cost of the warrantee work. The purchase and payment terms herein shall be controlling over
any other document. The purchase price may be adjusted by written change order, signed by both the Buyer and
Seller. Delinquent payments shall be subject to I% interest per month.
4. Bonds. If Buyer requires the Seller to carry bonds, the cost of such bonds will be paid to the Seller within 30
days of Sellers invoice(s) following the payment(s) made by the Seller to the Bonding Agent.
Liquidated Damages: Under no circumstances shall the Seller by required to make payment for any liquidated
damages assessed by the Buyer or assessed against the Buyer by others.
Cancellation; Termination. Buyer may cancel or modify the Contract prior to fabrication of Product upon written
notice to Seller and provided that Buyer has paid Seller for all reasonable charges for expenses incurred and
commitments made by the Seller up to the date of such modification or cancelation. Buyer cannot cancel or
modify Contract after Seller has started fabrication of Product without Seller's written consent and the payment
by Buyer to Seller of all direct costs and ecunuinic daniages incurred due to such cancelation or modification.
/. Force Majeure. In the event the completion of the Product under the Contract is prevented or delayed due to
weather, fire, accident, natural disaster, theft, labor strikes, material shortage, delay of any governmental agency
in issuing any required permit or certificate, or in performing inspections, litigation, or any act of God, completion
DocuSign Envelope ID: 2D5E6979-OB33-4lB8-9664-5D229FD368DB
of work shall be delayed until a later date that is agreed to by the parties. Under no circumstances will Seller bear
any liability for such act, the delay such act creates, or damages caused by such act.
8. Delivery and Installation. The Seller shall make reasonable accommodation to the Buyer to have access to the
restroom either in person or through electronic media to inspect the restroom before shipment. However, any
costs incurred by said accommodation(s) shall be borne by the Buyer. Seller will deliver the Product to Buyer's
specified location. Seller shall be responsible for repairs due to any shipment or transport damage to the restroom
building provided such damage is noted on the delivery documentation given to the Buyer upon arrival and prior
to unloading the restroom from the delivery vehicle. Buyer shall be responsible for any damage to the buildings
or vaults that occurs on -site and that is the result of Buyer's installation. Delivery shall be made by the Seller to
the installation site or to the closest location to the installation site that is accessible for the semi -trucks delivering
the product. Any costs for mobilization beyond this shall be borne by the Buyer. Buyer shall be responsible for
preparing the site for installation per the drawing provided by the Seller including but not limited to excavation,
leveling, and stabilization of receiving soils. Buyer shall also be responsible for all contracted on -site utility
connections, backfilling, final grading, landscaping, hardscaping, walkways, and site cleanup.
9. Intellectual Pro . Unless otherwise agreed upon in writing prior to receipt of Contract, Seller retains the right
in perpetuity to use all Product images that are taken during construction and delivery and while the goods are in
Seller's possession. The images may be used on Seller's website, in marketing materials, at trade shows, entered
in industry related competitions or in any other manner as Seller decides to use such images.
10. Confidential Information. During the course of this Agreement, Buyer may gain possession of or access to Seller's
confidential information including, but not limited to certain drawings or specifications with regard to the Product,
proprietary methods and protocols, and any and all information and know-how (collectively, the "Confidential
Information"). Buyer acknowledges and agrees that it has no claim, right, title, property or other interest of any
kind in the Confidential Information. Buyer will not make copies or give originals of any documents that are
indicated as being Confidential Information to any other persons or entities without the written permission of the
Seller, which Seller may withhold at its sole discretion.
11. Inspection. Buyer will promptly inspect the Product upon delivery and installation and will notify Seller in
writing of any nonconformity or defect within 10 days following actual installation date. Upon such notice, Seller
will cure such defect or nonconformity within a reasonable period of time and will pay for any repair costs.
However, such defect or nonconformity will not relieve Buyer of its obligation to pay Seller the remainder of the
Purchase Price, delivery, installation, taxes, duties, or other costs owed, except as noted in paragraph 3 above.
12. Express Warranly. Seller warrants for a period of one year (after notice that the product is ready to ship) that all
Products shall be free of any defects in workmanship and materials and, except as stated below, will conform to
the specifications stated or referred to in the Contract. No warranties exist beyond the specifications stated or
referenced in this Agreement. Seller will replace or repair any goods or component that are found to be defective
or nonconforming provided that Buyer gives Seller written notice of the defect or nonconformity within the
warranty period and the notice given specifies the defect or nonconformity with reasonable particularity. If
practical, Buyer will return defective or nonconforming goods or components F.O.B. to Seller's manufacturing
facility and accept the same as repaired or the replacement F.O.B. at Seller's installation site. Repair or
replacement shall be at Seller's sole option. Notwithstanding the foregoing Seller may elect to terminate all of
its obligations and liability to Buyer, including the obligation to repair or replace, by refunding the purchase price
to Buyer if Seller determines that repair or replacement cost may exceed the purchase price.
2
DocuSign Envelope ID: 2D5E6979-OB33-41B8-9664-5D229FD368DB
13. WARRANTIES AND REPRESENTATIONS. EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, SELLER SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, OR DAMAGES TO
PERSONS OR PROPERTY RESULTING FROM FAILURE OR DEFECTIVE OPERATION OF THE
PRODUCT OR DELAY IN SELLER'S PERFORMANCE UNDER THIS AGREEMENT NOR SHALL
SELLER BE LIABLE FOR PUNITIVE, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND SUSTAINED FROM ANY CAUSE, INCLUDING TORT AND STRICT
LIABILITY. ALSO, SELLER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR
MALFUNCTION RESULTING FROM BUYER'S MODIFICATION OF THE PRODUCT OR
FAILURE TO PROPERLY MAINTAIN THE PRODUCT IN ACCORDANCE WITH SELLER'S
RECOMMENDED OPERATION, MAINTENANCE, AND SERVICE GUIDELINES.
14. EXCLUSION OF IMPLIED WARRANTIES. AS A MATERIAL PART OF THE BARGAIN, ALL IMPLIED
WARRANTIES(NOT INCLUDING EXPRESS WARRANTIES AS LISTED IN SECTION 10 AND
INCLUDING MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE), EXCEPT IMPLIED
WARRANTIES OF TITLE AND AGAINST INFRINGEMENT, ARE EXCLUDED AND BUYER
EXPRESSLY WAIVES ANY CLAIM OR REMEDY BASED THEREON.
15. Miscellaneous. This Agreement is personal to the specific parties and neither party may assign or transfer its
rights, obligations, and responsibilities under this Agreement without the express written consent of the other
party, which shall not be unreasonably withheld. This Agreement shall be given a fair and reasonable construction
in accordance with the intention of the parties and without regard to the identity of its drafter. This Agreement
sets forth the entire, integrated understanding and Agreement of the parties with respect to the independent
contractor relationship between them, incorporates all of the terms, covenants and conditions agreed to by the
parties, and is controlling. This Agreement can only be modified or amended in writing, signed by both parties.
In the event of any legal action or proceeding initiated by either party in order to enforce the Agreement or any
of its provisions, including arbitration, the non -prevailing party will pay all of the prevailing party's reasonable
attorneys' fees and costs incurred in connection with such action or proceeding. If any part of this Agreement is
determined by a court of competent jurisdiction to be unenforceable, all other parts of this Agreement will remain
in full force and effect. The laws of the State of Colorado will govern this Agreement, without giving effect to
the principles of conflict of law thereof. The Courts of Pitkin County shall be the venue for any dispute related
to this Agreement. In addition, each of the parties to this Agreement (a) consents to submit itself to the personal
jurisdiction of Colorado state courts in the event any dispute arises out of this Agreement, (b) agrees that it will
not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court
and (c) agrees that it will not bring any action relating to this Agreement in any other court. This Agreement may
be executed in one or more counterparts, each of whom shall be deemed an original and all of which counterparts
together will constitute one integrated agreement. Execution of this Agreement at different times and places by
the Parties will not affect its validity as long as all the parties execute a counterpart of this Agreement. In the
event of a breach of this Agreement, the non -breaching party may maintain an action for specific performance or
file for an injunction against the party who is alleged to have breached any of the terms of the Agreement. Failure
of either party to insist upon the strict performance of any of the Agreement's terms and conditions, or failure to
exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, will
not release the other part of any of its obligations under the Agreement, nor will any purported oral modification
or rescission of this Agreement by either party operate as a waiver of any of the Agreement's terms. No waiver
by either party of any breach, default, or violation of any term, warranty, representation, agreement, covenant,
3
DocuSign Envelope ID: 2D5E6979-OB33-41 138-9664-51D229FD368D13
right, condition, or provision hereof will constitute a waiver of any subsequent breach, default, or violation of the
same or other term, warranty, representation, agreement, covenant, right, condition, or provision.
Green Flush Technologies LLC_ (SELLER)
Representative's Name and Title
(Signature)
Date
(BUYER)
Representative's Name and Title
(Signature)
Date
Attachment: Quote #HP01
4