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HomeMy WebLinkAboutbocc.con.131.252025.05.08 CDD Contract Number Project Name Contractor Budget Line Item 12332150.572000.10146 !#BUDGET# $ 109,472.00 $ - $ - $ - $ 109,472.00 Procurement Method: Form: Contract Effective Date: Contract End Date Contract Type Retainage If this is a new contractor, please enter the New Vendor information into Munis for workflow approval. Contact Information: Department: Project Lead:Lisa MacDonald Phone:(970) 920-5191 Provide a brief description of the Contract or Change Order: Contract Value Summary: $ 109,472.00 $ - $ - $ 109,472.00 131.25 Pitkin County Procurement Cover Sheet Cover Sheets are to be included with the contract record to provide an accurate summary of the Contract type, amounts, budget(s), and dates. Contract Information No Manufactured Restroom at White Water Park Greenflush Restrooms Additional Budget Line Item(s) (Please fully allocate Contract Total if multiple lines apply) Sole Source Goods, Equipment, Supplies 10/1/2025 9/30/2026 New Contract Attorney Contract for purchase of manufactured restroom for White Water Park Original Contract Amount Previous Change Order/Amendment Amount This Change order/Amendment amount Contract Total Rev 2023.12.15 CDD 1 PITKIN COUNTY SOLE SOURCE PROCUREMENT JUSTIFICATION REQUEST TO: County Manager DATE: September 9, 2025 FROM: Lisa MacDonald Manager Healthy Rvers Proposed Contractor: GreenFlush Product/Service: Pre Fab Restroom Estimated expenditure for the above Product/Service: $ 109,472.00 This form is required in documenting a Sole Source exception from an otherwise competitive bidding process when sufficient competition does not exist, a single vendor represents a clear and best value to Pitkin County, or other factors are present that preclude other vendors from being able to provide the product(s), service(s), and/or construction. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original manufacturer, no regional distributor, standardization etc): Explain: Purchase of a Prefabricated Restroom for the Whitewater park. The contract will be a goods purchase. GreenFlush Restrooms is the sole maunufacturer of self-contained restroom buildings that come equipped with flush toilets and sinks. They are the only company in the US to make this commercially available. See their sole source attached. We have been working with SGM for the streamside amenities since 2021 and they have recommended GreenFlush. SGM has used GreenFlush on numerous projects in the state and locally including the City of Aspen and Vail. The cost is more efficient rather than having a construction company build one. We reached out to the firm who designed the Basalt River Park for a quote but did not hear back. While not the same design, the approx cost for the Town's restroom was over $800,000. Greenflush has designed the restroom with similar materials being used at the park to produce a cohesive asthetic. GreenFlush will also work directly with the State of Coloardo for permitting which can take approximtely 9 months to complete. Rev 2023.12.15 CDD 2 The undersigned requests that Pitkin County waive other procurement requirements and recognize this transaction as a sole source exception to the Pitkin County Procurement Code. Department Representative Department Director !#COUNTY REPRESENTATIVE#! Date !#SECTION LEADER#! Date County Manager Reason for Denial: ________________________________________ !#COUNTY MANAGER SOLE#! Date Oct-09-2025 Paralegal Lisa MacDonald Oct-10-2025 County Manager Jon Peacock Richard Neiley County Attorney Oct-09-2025 November 3, 2025 Lisa MacDonald Pitkin County, CO Dear Lisa: Green Flush Restrooms manufactures flush restroom buildings with optional precast concrete crawlspaces. To our knowledge, we are the only company in the United States that is making precast concrete crawlspaces for flush restroom buildings. We have been actively selling and promoting our restrooms since we established our business in August of 2010. We have had business dealings and interactions with over a dozen companies that manufacture modular buildings. We have yet to see or hear about another company offering a precast concrete crawlspace option. While other companies are free to attempt to manufacture the same kind of precast concrete crawlspace we have specified for this project, they would likely be doing so without the benefit of prior experience and may not offer something as suitable as what Green Flush is offering and has provided previous customers. If you or any of your colleagues have any questions or wish to speak with me further on this issue please do not hesitate to contact me. Sincerely, Kyle Earlywine Co-Owner, Green Flush Restrooms Contract # 131.25 Revision: 2024.11.07 CDD 1 PITKIN COUNTY CONTRACT FOR THE PURCHASE OF GOODS THIS CONTRACT, made September 29, 2025 by and between the Board of County Commissioners of Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the “County”) and Greenflush Restrooms , 1420 N Columbia Ridge Way), Washougal, WA 98671 (hereinafter called the “Vendor”) to perform the following work: Manufactured Restroom at White Water Park (“Project”). Goods Purchased. Vendor shall provide County with the following goods conforming to the stated description and any Technical Specifications attached to this contract: Manufactured restroom per quote # HR05 as contained in GREEN FLUSH TECHNOLOGIES, LLC Terms and Conditions attached hereto (“Exhibit 1”). I. Delivery of Goods. Goods, together with all warranties, guarantees, manuals, support information and notice of any extended warranties, shall be delivered by Vendor to the County at the following place and time: Place: Basalt, CO Healthy Rivers Whitewater Park Date: TBD Time: By no later than 12:00 PM. II. Risk of Loss. At all times prior to delivery and County’s acceptance of the goods, Vendor shall bear any and all risk of loss of or damage to the goods. During such period, Vendor shall insure the goods for loss or damage in amounts and under appropriate terms. III. Time is of the Essence. Vendor acknowledges that time is of the essence for the delivery of goods. IV. Liquidated Damages. Vendor hereby agrees to be responsible to County for liquidated damages for failure to deliver goods on time, (for delay and not as Penalty) in the amount of zero dollars and zero cents ($0.00) per calendar day for Contract # 131.25 Revision: 2024.11.07 CDD 2 each day or part of a day that goods are not delivered on the date and time established in accordance with this contract. The parties agree that the stated sum is a reasonable forecast of fair compensation for the anticipated damages for delay and that they genuinely intend to liquidate such damages. Any such damages are to be deducted from purchase price. V. Acceptance of Goods. Delivery of goods shall be complete only upon acceptance by County. County shall have 5 days for inspection of goods. At delivery and after inspection and acceptance, Vendor shall tender a Bill of Sale to the goods, together with any and all other documents evidencing such ownership and title to the goods. The goods shall be delivered to County free and clear of any liens, claims or encumbrances, and Vendor shall warrant the same, which warranty shall survive closing of this contract. VI. Rejection of Goods. If goods are not delivered according to the specifications and descriptions of this contract, County may reject goods. Upon Failure of Vendor to deliver goods, County may terminate this contract or declare Vendor to be in default and pursue remedies contained in this contract. VII. Warranty and Repairs. A. Delivery of Warranty. Upon delivery of the goods, Vendor shall simultaneously tender to County all warranties, guarantees, manuals and other documents specified by the contract documents or in possession of Vendor. B. Terms of Warranty and Repair. The Vendor hereby warrants that for a period of One Year after installation is complete , Vendor will, at Vendor’s own expense, without any cost to the County, replace all defective parts and make any repairs to the goods that may be required or made necessary by reason of defective material or workmanship. Where practicable, warranty repairs are to be made in the field; however, in the event of major repairs, the goods may be transported to Vendor’s facility at no cost to the County. C. Extended Warranties. In addition to the above, the County may avail itself of the Vendor’s standard and/or extended warranties. The Vendor shall offer to the County any extended warranties, which may be available from the manufacturer at the time of delivery, or any subsequent extended warranties, for which the County may be eligible, which become available thereafter. The County is under no obligation to accept and pay for these extended warranties however. VIII. Payment. Payment terms are as follows: 10% to start drawings, 10% to start construction, 70% before shipment, and 10% after acceptance. In consideration of delivery and acceptance of the goods to County in accordance with this contract, County shall pay Vendor, and Vendor agrees to accept as its full and only compensation, the stated sum of One Hundred Thousand Nine and Four Hundred Contract # 131.25 Revision: 2024.11.07 CDD 3 Seventy Two dollars and Zero cents ($109,472.00), but any payment by the County may be offset by any amount the Vendor owes the County for any reason. IX. Termination Prior to Expiration of Contract Term. County has the right to terminate this contract, with or without cause, by giving written notice to the Vendor of such termination and specifying the effective date thereof. X. County’s Remedies Upon Default of Vendor. Whenever Vendor shall default in performance of this contract in accordance with its terms, County shall be entitled to suit for damages, specific performance or other relief in law or equity. XI. Assignability. This contract is not assignable by either party. Any use of subcontractors by the Vendor for performance of this contract must be accepted in writing by the County. XII. Severability. In the event that any provision of this contract shall be held to be invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties hereto. XIII. Integration and Modification. This contract represents the entire and integrated contract between the County and Vendor and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the County and Vendor. XIV. Exemptions. All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98- 02624 and 84-78000-5K. XV. Contract Made in Colorado. The parties agree that this contract 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. XVI. Attorney’s Fees. In the event that legal action is necessary to enforce any of the provisions of this contract, the substantially prevailing party shall be entitled to its costs and reasonable attorney’s fees. XVII. Governmental Immunity. Vendor agrees and understands that the County is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as from time to time amended, or otherwise available to the County or any of its officers, agents or employees. Further, nothing in this contract Contract # 131.25 Revision: 2024.11.07 CDD 4 shall be construed or interpreted to require or provide for indemnification of the Vendor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. XVIII. Accessibility. Contractor shall comply with and the Work Product provided under this Contract shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. The County may require Contractor’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the County to attest to Contractor’s Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. A. Accessibility Indemnification Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to Contractor’s failure to comply with §§24-85- 101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. XIX. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County as County. Pitkin County’s obligations under this contract are subject to Pitkin County’s annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County’s then current fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County’s moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County’s bonds or any obligations payable from any class or source of Pitkin County’s money. Contract # 131.25 Revision: 2024.11.07 CDD 5 XX. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1) hand-delivery or 2) registered or certified mail, postage pre-paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. To Pitkin County: Lisa MacDonald Pit Co Healthy Rivers 530 E. Main St Suite 301 Aspen, CO 81611 Email: lisa.macdonald@pitkincounty.com with copies to: Pitkin County Attorney’s Office 530 E. Main St., Suite #301 Aspen, Colorado 81611 Email: Attorney@pitkincounty.com To Contractor: Greenflush Restrooms 1420 N Columbia Ridge Way) Washougal, WA 98671 Phone: (360) 718-7595 Email: kyle@greenflushrestrooms.com Contract # 131.25 Revision: 2024.11.07 CDD 6 IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above. GREENFLUSH RESTROOMS ________________________________________________ !#VENDOR SIGNATURE#! Date PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL: _________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date DIRECTOR APPROVAL: ________________________________________________ !#SECTION LEADER#! Date COUNTY MANAGER APPROVAL: ________________________________________________ !#COUNTY MANAGER#! Date Nov-06-2025 Paralegal Lisa MacDonald County Attorney Richard Neiley Nov-07-2025 Nov-07-2025 Kyle Earlywine Co-Owner Nov-19-2025 Deputy County Manager Kara Silbernagel 1 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 Pitkin County (the “Buyer”). 2.Scope of Services. This Contract is for the fabrication, delivery, and installation of a model flush restroom building as described in the attached specifications, Quote #HR05 attached hereto as Exhibit A (the “Product”), delivered to Basalt, CO. 3.Purchase Price & Payment Terms. The purchase price for the Product, shall be $109,472.00. 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 approval from the jurisdiction having authority, the notice to proceed for construction from the Buyer, 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, in which event Seller shall provide such documentation of work performed as reasonably requested by Buyer. 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 warranty work is completed. Monies held for warranty work shall not be in excess of the actual cost of the warranty work. The purchase and payment terms herein shall be controlling over any other document. The purchase price may only be adjusted by written change order, signed by both the Buyer and Seller. Delinquent payments shall be subject to 1% 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. 5.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. 6.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 such reasonable and quantifiable economic damages incurred due to such cancelation or modification. 7.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 EXHIBIT 1 2 in issuing any required permit or certificate, or in performing inspections, litigation, or any act of God, completion 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. Customer Milestones. Due to potential impacts on material costs from unforeseen events such as pandemics, natural disasters, or tariffs, Seller reserves the right to review and adjust pricing if the Buyer does not meet approval milestone dates as outlined in the agreed-upon schedule, as attached hereto as Exhibit B. Revised pricing will reflect any increases in material costs due to these delays. 10. Intellectual Property. 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. 11. 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. 12. 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. 13. Express Warranty. Seller warrants for a period of one year after installation of the product (the “Warranty Period”) 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 3 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. 14. 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. 15. 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. 16. Building Codes. Pricing is based upon current Statewide codes for the State of Colorado. Exceptions or additions to the State Codes by any local jurisdiction are not addressed in the pricing. Any code revisions to the Statewide codes or adoption of new code standards that may necessitate changes to the specifications or drawings may be the subject of a change order and price change. 17. Miscellaneous. Any dispute between the parties shall be submitted by the complaining party to the Judicial Arbiter Group of Denver, Colorado (“JAG”) and shall be resolved in accordance with the rules of JAG. The headings in this Agreement are for convenience only and are not intended to, and shall not be construed to affect the scope or intent of this Agreement nor the meaning of any of its provisions. 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 as determined by the court or other decision-maker.. 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 4 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 party 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, 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 5 Attachment: Exhibit A Quote #HR05 Exhibit B Customer Milestones Quote #HR05 Pitkin County, Colorado Prefabricated Restroom for Healthy Rivers Whitewater Park 8/20/2025 EXHIBIT A Quote Description Green Flush’s “Aspen II” model wood-frame constructed and delivered to Basalt, Colorado ready for operation after connection to sewer, water, and electricity. The restroom comes with a precast concrete crawlspace. Also includes shingle roof, concrete floor with floor drain in cabin, interior lights, water heater, Energy Recovery Ventilator (ERV), porcelain toilet with flushometer, porcelain urinal with flushometer, porcelain sink with metered faucet, soap dispenser, paper towel dispenser, baby changing table, obscured glass window, automatic door lock, occupancy indicator on cabin door, and hollow metal doors. Interior cabin walls are finished with FRP. Exterior walls are finished with painted vertical groove siding. Item Price Restroom building as described $105,264.00 1% Discount for Sole Source Procurement -$1,053.00 Total $104,211.00 Option Price Green Flush representative on-site for installation Representative will provide technical assistance for the installation and commissioning of the building $3,000.00 Stainless steel mop sink in mechanical room Includes wall mounted faucet $2,261.00 Site work and sales tax are not included. Pricing is guaranteed through 09/18/2025. Price includes all required modular building permits, but not site specific permits such as a building permit. This quote is based on Green Flush’s Standard Terms and Conditions (see separate attachment). The payment terms are listed below. Pricing is based upon current Statewide codes. Exceptions or additions to the State Codes by any local jurisdiction are not addressed in the pricing. Any code revisions to the current Statewide codes or adoption of new code standards that may necessitate changes to the specifications or drawings may be the subject of a change order and price change. 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 Near 23400 Two Rivers Rd 50 and #30 Basalt, CO 81621 Delivery Coordinates: 39°21'49.8"N 107°01'48.2"W Crane Rental The restroom building is estimated to weigh 17,300 pounds. The vault is estimated to weigh 17,000 pounds. The weight may change, and final weight estimates will be reported once construction is underway. The weight is estimated and inexact, so we recommend confirming with the crane company that the weight is not close to the limit of the planned crane. Warranty All materials and equipment provided by Green Flush Restrooms will have a one 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 published schedule. Green Flush Restrooms reserves the right to revise and pass along price increases due to missed milestones. Estimated Delivery Date Upon placement of the order, Green Flush will provide an estimated delivery date for the restroom based on current production queues and historical averages. Green Flush cannot guarantee any delivery date as much of the project is in the control of other parties including: the customer, reviewing authorities, and Green Flush's suppliers. Green Flush will provide updated estimates for the delivery date as the project progresses. Aspen II Model Floor Plan and Sample Photo The mechanical room door can be on the 8' wide side wall if the overhangs are shorter. This photo below shows exterior finishes that do not match this quote. 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. Customer Testimonial Air Force Academy, Restroom for Plaza of Heroes "It was a pleasure working with the Green Flush team on this project. We provided the project vision and they designed and delivered a great product. The unique facility was top quality and exceeded both ours and the owner’s expectations. This was a once-in-a-lifetime project and we were glad to have Green Flush on board!" Jason Wulf - Manager of Special Projects – Southern Colorado Thank You GREENFLUSH RESTROOMS CUSTOMER MILESTONES EXHIBIT TO GREENFLUSH TECHNOLOGIES TERMS AND CONDITIONS 1.Queue to start on preliminary drawings - 5 weeks 2.Preliminary drawings - 3 weeks (does not include time for change orders or requested changes to drawings) 3.Customer approval of preliminary drawings - {1 week estimate} 4.Engineered drawings - 4 weeks (does not include time for change orders or requested changes to drawings) 5.Customer approval of engineered drawings - {1 week estimate} 6.Green Flush approval of engineered drawings - 2 weeks 7.Approval of final drawings by jurisdiction - (2 to 5 month estimate dependent up State of Colorado approvals) 8.Construction queue – 3 weeks to 2 months 9.Construction - 8 weeks 10.Final inspection - 1 week 11.Delivery - 1 week This estimate assumes that the drawings will receive the customer approvals without any requested changes. Changes with or without a change order will increase the time needed for drawings. Overall the combined milestone estimates are less than likely to end up being within a month of where estimated. EXHIBIT B Certificate Of Completion Envelope Id: 18087800-3AFA-4C30-9C93-B95AAD15AC71 Status: Completed Subject: Greenflush Restrooms | Pitkin County Contract 131.25 for Review & Signature Source Envelope: Document Pages: 28 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Pitkin County Procurement AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 530 East Main Street Suite 203 Aspen, CO 81611 Procurement@PitkinCounty.com IP Address: 2605:59c0:3261: Record Tracking Status: Original 11/6/2025 1:59:45 PM Holder: Pitkin County Procurement Procurement@PitkinCounty.com Location: DocuSign Signer Events Signature Timestamp Lisa MacDonald Lisa.MacDonald@PitkinCounty.com Paralegal Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 209.209.96.183 Sent: 11/6/2025 2:04:00 PM Viewed: 11/6/2025 2:04:44 PM Signed: 11/6/2025 2:05:00 PM Electronic Record and Signature Disclosure: Accepted: 11/6/2025 2:04:44 PM ID: bf9806f0-17f5-4f00-b63b-baed2cdb983b Company Name: Pitkin County, Colorado Richard Neiley richard.neiley@pitkincounty.com County Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 2601:281:1:4c30:252c:eb5e:c52e:75db Sent: 11/6/2025 2:05:02 PM Viewed: 11/7/2025 5:45:51 AM Signed: 11/7/2025 5:46:12 AM Electronic Record and Signature Disclosure: Accepted: 11/14/2025 9:25:48 AM ID: 2d91051a-c225-4887-a3f7-4e35a7857f63 Company Name: Pitkin County, Colorado Kyle Earlywine kyle@greenflushrestrooms.com Co-Owner Green Flush Restrooms Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:1c0:5182:1140:c075:4eb8:6c64:7da4 Sent: 11/7/2025 5:46:14 AM Viewed: 11/7/2025 7:38:02 AM Signed: 11/7/2025 3:31:21 PM Electronic Record and Signature Disclosure: Accepted: 11/12/2025 9:48:33 AM ID: 11d765ea-0c79-4014-8295-5e573328b45b Company Name: Pitkin County, Colorado Signer Events Signature Timestamp Kara Silbernagel kara.silbernagel@pitkincounty.com Deputy County Manager Pitkin County Colorado Signing Group: County Manager Group Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 65.38.144.66 Sent: 11/7/2025 3:31:23 PM Resent: 11/17/2025 12:26:01 PM Resent: 11/19/2025 8:46:11 AM Viewed: 11/19/2025 12:49:25 PM Signed: 11/19/2025 12:49:45 PM Electronic Record and Signature Disclosure: Accepted: 6/26/2025 10:29:11 AM ID: 13c88870-faf6-4375-8fed-1bd1d274f164 Company Name: Pitkin County, Colorado In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Pitkin County Procurement procurement@pitkincounty.com Ruslana Ivanova, Procurement Specialist Pitkin County Security Level: Email, Account Authentication (None) Sent: 11/19/2025 12:49:47 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Accounts Payable AP@pitkincounty.com Accounts Payable Pitkin County Security Level: Email, Account Authentication (None) Sent: 11/19/2025 12:49:48 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/6/2025 2:04:00 PM Certified Delivered Security Checked 11/19/2025 12:49:25 PM Signing Complete Security Checked 11/19/2025 12:49:45 PM Completed Security Checked 11/19/2025 12:49:48 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically when we send you documents for electronic signature. Acknowledging your Access, Intent, and Consent to Receive and Sign Materials Electronically To confirm that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receive notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that:  I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided.  I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and  I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and  Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. When you don't have a DocuSign account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM Parties agreed to: Lisa MacDonald, Richard Neiley, Kyle Earlywine, Kara Silbernagel Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper or electronic copies of any such documents from our office to you, you may be charged a per-page fee. You may request delivery of such paper or electronic copies from us by following the procedure described below. Withdrawing your consent If you are an authorized DocuSign Account holder, you can decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. Described below is the process for informing us of your decision to receive future notices and disclosure in paper format and also how to withdraw your consent to receive notices and disclosures electronically. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to Helpdesk@provelocity.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at Helpdesk@provelocity.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper or electronic copies from Pitkin County To request delivery from us of paper or electronic copies of the notices and disclosures previously provided by us to you electronically, you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. To withdraw your consent with Pitkin County To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you must state your e-mail, full name, Postal Address, telephone number, and account number.