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Home My WebLink AboutNestle Waters Please return contract to your NWNA Sales Manager or mail to: Nestle Waters North America e tle Attn:Jason Wiltse Waters Address:7703 Technology Dr#105 City:Melbourne ST:FL Zip:32904 The Healthy Hydration Company,. Nestle Waters North America Inc.Sales and Service Agreement This Agreement made on 2/19/10 by and between City of Cape Canaveral (herein referred to customer and or lessee)and Nestle Waters North America Inc.(herein referred to as Lessor),with its principle office at 777 West Putnam Avenue,Greenwich,CT 06830-5091 and an office at#217 6661 Dixie Hwy,Suite 4,Louisville,KY 40258-3950. Lessee: City of Cape Canaveral Location: City Hall,Community Development Dept,Public Works Point of Contact: Kim Mcintire Location: 105 Polk Ave Cape Canaveral,FL 32920 See Exhibit A for pricing,equipment and lease rate per unit. TERM OF AGREEMENT:This agreement shall cover a term of 12 months. Prior to the end of this term,or any extended term,the Lessee shall give Lessor a minimum of 30 days written notice to terminate. If no such notice is given,this contract will automatically renew for successive one(one)year terms on the terms and conditions stipulated herein. Upon termination Customer will return all equipment and bottles to Lessor,in the condition in which it was received,reasonable wear and tear accepted.Additional term(s)are as follows: DISPUTES AND SERVICE:All"out of product requests"and other service requests shall be made by calling the customer service number,which shall be provided by the undersigned Account Manager. In such cases,all service requests will be handled within three business days. Lessor may,at its option or Customer's request,replace defective equipment with a comparable reconditioned unit if it deems that repair is not feasible on location. In the event that the Lessee is dissatisfied with the servicing of the units listed here in,the Lessee agrees to attempt a resolution with the Customer Service Department of Lessor. If the dispute is not resolved,the Lessee agrees to notify the undersigned Account Manager,Zone Sales Development Manager,and Zone Service Manager,accordingly. The Account Manager shall provide the numbers of the Zone Sales Development Manager and Service Manager as the need arises. If Lessee thinks that any invoiced amount is incorrect,submit your dispute to our Customer Service Department by phone or in a written letter. All disputes must be submitted no later than thirty(30)days after we sent the first bill on which the error or problem appeared. Lessee is obligated to pay the parts of the invoice that are not in question. DEFAULT: In the event of default by Customer,Lessor shall have the right to terminate this agreement immediately and the remaining fees,including but not limited to the equipment rental for the balance of the lease,due under this agreement or renewal shall become due immediately as liquidated damages and not as a penalty.Lessee agrees to pay all such sums immediately upon request. Default shall be defined as one or more of the following:Failure to make payment for equipment use or products purchased herein for a period of 30 days after the due date;serious abuse of the equipment and or bottles by the Customer,its employees or guests;the institution by or against the Customer of a proceeding in bankruptcy;notice by Customer to terminate service during the lease term;abandonment of the equipment by the Customer or the removal of the equipment by the Customer without the written consent of Lessor. Customer will pay all of Lessor's costs,including reasonable collection and/or attorneys'fees,as a result of Customer's default or the exercise of Lessor's remedies. Customer and Lessor waive trial by jury. CHARGES;SURCHARGES,FEES AND DEPOSITS: Customer will pay all charges,including charges for Products,Leased Equipment,PSP Equipment,purchased equipment,all applicable surcharges and fees,including, without limitation,(a)any applicable monthly Fuel Surcharge based on the National U.S.Average On Highway Diesel Fuel Price reported by the U.S.Department of Energy for the month two months prior to the invoice date,calculated as ver:12/08 follows:if the average monthly price of one gallon of diesel fuel is at least$2.01 but no more than$2.30,the fuel • surcharge will be$2.00.For every$.10 change in the monthly average price of one gallon of diesel fuel,the surcharge will change by$.04,provided that there will be no Fuel Surcharge in any month for which the average monthly price of one gallon of diesel is$2.00 or less.For example,if the monthly average price of diesel fuel is$3.91 in April,the Fuel Surcharge in June would be$2.68;(b)all bottle deposits up to$10 per bottle and/or account deposits up to$100;(c) any applicable delivery fees of up to$5.00 per month;and(d)all applicable State bottle deposits and redemption value on any Products.Company may change it administrative,surcharges or other charges or deposit fees at any time with prior notice to Customer.If Customer does not pay any charge within thirty(30)days of the invoice date,Customer will pay Company the greater of(i)a late fee not to exceed$20 per month,or(ii)interest of 1.5%per month on any unpaid amount from the invoice date until paid.If the late fee or interest rate exceeds the maximum rate allowed by law,the late charge will be equal to such maximum rate.Customer will make all payments hereunder without set-off, counterclaim or defense. CHANGES AND ADDENDUMS:Any changes in specifications,terms or pricing contained in the agreement must be mutually approved in writing by both Lessor and Lessee before the execution of the change. HOLD HARMLESS:Lessee shall indemnify and hold lessor harmless against any and all liability,loss,damage cost or expense of whatever kind(including attorney's fees in actions brought by third parties)arising out of this lease,or the equipment or services provided hereunder. Lessor shall indemnify and hold lessee harmless against any and all liability,loss,damage cost or expense of whatever kind(including attorney's fees in actions brought by third parties)arising out of the sole negligence of lessor. PAYMENT TERMS:Net 30 days PRICE GUARANTEE:All pricing for products contracted herein will be guaranteed through 2/19/10 After that date,the lease's prices may fluctuate up or down based on local market conditions and/or Lessor's costs. Lessor will give 30 days notice of any price changes. THE AUTHORIZATION OF THIS AGREEMENT SUPERSEDES ANY PRIOR EQUIPMENT/SERVICE AGREEMENT BETWEEN THE PARTIES. THIS AGREEMENT CONSTITUES THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES,ANY ADDITIONS OR CHANGES MUST BE IN WRITING AND AUTHORIZED BY BOTH PARTIES. CUSTOMER AUTHORIZATION (N Print Name 11 `1� �( Sp r, Title: \— C�� - Q. �q n 0, e Signature: Date: vZ— \C\- \p Phone: a\ - 12AD - \x"30 Fax: tea\- Q)(0 Lj- \aZa Nestle Waters North America Sales Manager: A°'rweje Nestle Waters North America ZSDM: Mark Gleason Siebel Reference# 17-242-8708 For Internal Use Only for KAMs KAM Name Jason Wiltse E-mail jason.wiltse@waters.nestle.com Address Ver:12/08 'tee tle ® waters The Healthy Hydration CompanyTM Exhibit A Bottled Water Dispenser and Water Lessee: City of Cape Canaveral Location: City Hall,Community Development Dept,Public Works Bottled Water and Dispenser Pricing: Created Price List 2/2/2010 04:17:21 PM ZPHAC Product Extended Qty Price Req 5 Gallon Zephyrhills Natural Spring Water', $2.09 l Cooler-Room&Cold Temp $0.00 1 Cooler-Hot&Cold $0.00 1 9 Oz.Plastic Up 50c/sleeve $1.79 1 Lessee is also responsible for any applicable account surcharges and any applicable taxes. 1. Lessee agrees to exclusively purchase a Lessor's brand bottled water for use on each bottled water dispenser that is leased under this agreement. Regular delivery of bottled water will take place between 17-21-day business cycle. NOTE: Bottled water dispenser must be maintained on a periodic basis including cleaning by Customer as outlined in the company approved guidelines at least once every three months. Ver:12/08