CONTRACT 4585 One Page Service Agreement Agreement No. 4585
ww Services Agreement
CONTRACTOR:NESTLE WATERS NORTH AMERICA.INC. DATE MAILED:JANUARY 27,2014
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El
Segundo. Only those items checked-off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No, CG 20 10 1185 or
equivalent. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury,personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as
"additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a
"claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the
City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or
an authorization to begin work,
® Comprehensive General Liability, including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least$1,000,000 per occurrence.
® Auto Liability, including owned, non-owned and hired vehicles with at least:
® $1,000,000 per occurrence.
❑ $100,000-300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Compensation Insurance: as required by State Statutes with Waiver of Subrogation. (Not needed K Self-employed with
no employees and CONTRACTOR signs statement to this effect.)
® Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license(at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @(310)524-2340 if you have questions.
❑ Cooy of valid picture I.D.(Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU(VIA FAX OR HARD COPY)BY THE PURCHASING AGENT,THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CRY.
Submitted by(complete all blanks): COLOR Y REQUIRED BACK O THE CITY
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City,State,Zip: Dad gffined:
Phone: FAX
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Vendor's,Email address: Vendor's Web site.
Mail original agreement and insurance to:City of Ell Segundo-City Clerk 350 Main Street,Room 5,El Segundo,CA 90245.3813
OrlgkraWDeparbnenl Contact: I GATE-2URCHASING Oats Irai at t:
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_(1)Page'Sere Agrsernent with check boxee,dx 1 7114
Agreement No. 4585
m materials, w�... p 1.GENE R LLY. The su pp lies or services (co.e._�cti vel y, &PAYMENT. City will p ay Seller after receiving e _..
invoices for
"Purchase") covered by this services agreement and purchase order materials and supplies delivered and accepted or services rendered and
("order") must be furnished by Seller subject to all the terms and accepted. City will not pay cartage, shipping, packaging or boxing
conditions contained in this order which Seller, in accepting this order, expenses unless specified in this order. Drafts will not be honored.
agrees to be bound by and comply with in all particulars. No other terms 9.INDEMNIFICATION. Seller agrees to indemnify and hold City
or conditions are binding upon the parties unless subsequently agreed to harmless from and against any claim, action,damages,costs(including,
in writing. Written acceptance or shipment of all or any portion of the without limitation, attorney's fees), injuries, or liability, arising out of the
Purchase covered by this order constitutes unqualified acceptance of all Purchase or the order, or their performance. Should City be named in
terms and conditions in this order. The terms of any proposal referred to any suit, or should any claim be brought against it by suit or otherwise,
in this order are included and made a part of the order only to the extent whether the same be groundless or not, arising out of the Purchase or
it specified the Purchase ordered, the price, and the delivery, and then order, or their performance, Seller will defend City(at City's request and
only to the extent that such terms are consistent with the terms and with counsel satisfactory to City) and indemnify City for any judgment
conditions of this order. rendered against it or any sums paid out in settlement or otherwise. For
2.INSPECTION, The Purchase furnished must be exactly as specified in purposes of this section "City" includes City's officers, elected officials,
this order, free from all defects in Seller's performance, design, and employees. It is expressly understood and agreed that the
workmanship, and materials, and, except as otherwise provided, is foregoing provisions will survive termination of this order. The
subject to inspection and test by City at all times and places. If, before requirements as to the types and limits of insurance coverage to be
final acceptance, any Purchase is found to be incomplete, or not as maintained by Seller, and any approval of such insurance by City, are
specified, City may reject it, require Seller to correct it without charge,or not intended to and will not in any manner limit or qualify the liabilities
require delivery of such Purchase at a reduction in price that is equitable and obligations otherwise assumed by Seller pursuant to this order,
under the circumstances. If seller is unable or refuses to correct such including,without limitation,to the provisions concerning indemnification.
items within a time deemed reasonable by City, City may terminate the 10.WARRANTY. Seller agrees that the Purchase is covered by the
order in whole or in part. Seller bears all risks as to rejected Purchases most favorable commercial warranties the Seller gives to any customer
and, in addition to any costs for which Seller may become liable to City for the same or substantially similar supplies or services, or such other
under other provisions of this order, must reimburse City for all more favorable warranties as is specified in this order. Warranties will
transportation costs, other related costs incurred, or payments to Seller be effective notwithstanding any inspection or acceptance of the j
in accordance with the terms of this order for unaccepted Purchases. Purchase by City.
Notwithstanding City's acceptance of any Purchase, Seller is liable for 11.ASSIGNMENT. City may assign this order. Except as to any
latent defects,fraud,or such gross mistakes as constitute fraud, I payment due under this order, Seller may not assign or subcontract the
3.CHANGES. City may make changes within the general scope of this order without City's written approval. Should City give consent,it will not
order in drawings and specifications for specially manufactured supplies, relieve Seller from any obligations under this order and any transferee or
place of delivery, method of shipment or packing of the order by giving subcontractor will be considered Seller's agent.
notice to Seller and subsequently confirming such changes in writing. If 12.INSURANCE. Seller must provide the insurance indicated on the
such changes affect the cost of or the time required for performance of face sheet of this Services Agreement,
this order, an equitable adjustment in the price or delivery or both must 13.PERMITS. Seller must procure all necessary permits and licenses,
be made. No change by Seller is allowed without City's written approval. and abide by all federal,state,and local laws,for performing this order.
Any claim by Seller for an adjustment under this section must be made 14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
in writing within thirty (30) days from the date of receipt by Seller of will act as an independent contractor and will have control of all work
notification of such change unless City waives this condition in writing. and the manner in which is it performed. Seller will be free to contract
Nothing in this section excuses Seller from proceeding with performance for similar service to be performed for other employers while under
of the order as changed. contract with City. Seller is not an agent or employee of City and is not
4. TERMINATION. City may terminate this order at any time, either entitled to participate in any pension plan, insurance, bonus or similar
verbally or in writing, with or without cause. Should termination occur, benefits City provides for its employees. Any provision in this order that
City will pay Seller as full performance until such termination the unit or may appear to give City the right to direct Seller as to the details of doing
pro rata order price for the performed and accepted portion of the the work or to exercise a measure of control over the work means that
Purchase. City may provide written notice of termination for Seller's Seller will follow the direction of the City as to end results of the work
default if Seller refuses or fails to comply with this order. If Seller does only.
not cure such failure within a reasonable time period, or fails to perform 15.WAIVER. Ci('s review or acceptance of, or payment for, work
the Purchase within the time specified (or allowed by extension), Seller product prepared by Seller under this order will not be construed to
will be liable to City for any excess costs incurred by City. operate as a waiver of any rights City may have under this Agreement or
5.TIME EXTENSION. City may extend the time for completion if, in of any cause of action arising from Seller's performance. A waiver by
City's sole determination, Seller was delayed because of causes beyond City of any breach of any term, covenant, or condition contained in this
Seller's control and without Seller's fault or negligence. In the event order will not be deemed to be a waiver of any subsequent breach of the
delay was caused by City, Seller's sole remedy is limited to recovering same or any other term, covenant, or condition contained in this order,
money actually and necessarily expended by Seller because of the whether of the same or different character.
delay;there is no right to recover anticipated profit. %INTERPRETATION. This Agreement was drafted in,and will be
6.REMEDIES CUMULATIVE.City's rights and remedies under this order construed in accordance with the laws of the State of California,and
are not exclusive and are in addition to any rights and remedies provided exclusive venue for any action involving this agreement will be in Los
by law. Angeles County,
7.TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's written acceptance following
an actual inspection and City's opportunity to reject.
_(1)Page Services Agreement with check boxes.doc 1/27/14
Agreement No. 4585
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Please return contract to your
NWNA Sales Manager or mail to:
Nestle Waters North America
........
Attn:Richard Cardenas
Address:13109 Budlong Ave
City:Gardena: CA Zip:90247 mm µµµµµ IT
The Healthy Hydration Company-
Nestl6 Waters North America Inc.Sales and Service Agreement
This Agreement(Effective Date)made on 12/4/2013 by and between City of El Segundo(herein referred to as"Customer")and Nestle Waters
North America Inc.(herein referred to as Lessor or Company),with its principal office at 900 Long Ridge Road,Bldg.2,Stamford,CT 06902-1138
and an office at#217 6661 Dixie Hwy, Suite 4,Louisville,KY 40258-3950.
Customer: City of El Segundo
Location: 350 N.Main St.
El Segundo, CA 90245 _._.
Point of Contact: Richard Hogate Location: 350 N.Main St.
El Segundo CA 90245
Company will lease to Customer the coolers,filtration systems and/or equipment as agreed between Company and Customer
("Equipment").Customer will purchase from Lessor such quantities of Lessor's brand of bottled water,other beverages and related products
("Products")as Customer shall order from time to time,provided that Lessor requires a minimum order per delivery of the lesser of(a)$20 worth of
Products;or(b)at least two of the following items:multi-gallon home and office delivery size bottled water,cases of retail sized beverages and/or
bags of coffee,where available,in sizes as determined by Lessor from time to time. Lessor will lease to Customer such equipment as described on
Exhibit A(the"Equipment"). 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 Customer shall
give Lessor a minimum of 30 days written notice to terminate. Upon termination Customer will return all Equipment and multi-gallon bottles
("bottles")to Lessor,in the condition in which they were received,reasonable wear and tear excepted.
DISPUTES AND SERVICE:All"out of product requests"and other service requests shall be made by calling the Lessor's 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 Customer is dissatisfied with the servicing of the Equipment 1 isted herein,the Customer agrees to attempt a resolution with the
Customer Service Department of Lessor. If the dispute is not resolved,the Customer 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 Customer thinks that any invoiced amount is incorrect,it shall submit its dispute to Lessor's Customer Service Department by phone or in a written
letter. Customer 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(i)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;and(ii)repossess the Lessor's Equipment and bottles,or,if Lessor cannot repossess its Equipment or bottles,
as applicable,Lessor may,at its option,declare it a total loss,and Customer will pay Lessor its replacement value.Customer agrees to pay all such
sums immediately upon request.
Default shall be defined as one or more of the following:Customer's failure to make payment for Equipment use or Products purchased herein for a
period of 30 days after the due date;Customer's breach of any term or condition hereof and failure to cure such breach within ten days after its
occurrence;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 or bottles by the Customer
or the removal of the equipment by the Customer without the written consent of Lessor.
CHARGES,SURCHARGES,FEES AND DEPOSITS: Customer will pay all charges for Products,Equipment,purchased equipment,and all
applicable surcharges,taxes and fees,including,without limitation,(a)any applicable monthly Fuel Surcharge based on the U.S.Department of
Energy's National U.S.Average On Highway Diesel Fuel Price for the month two months prior to the invoice date.By way of example only and
Ver.03/12
Agreement No. 4585
subject to change by the Company,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$2.20.For every$.10 change in the monthly average price of one gallon of diesel fuel,the surcharge will change by$.04;(b)any applicable
delivery fees of up to$5.00 per month; (d)all applicable State bottle deposits and redemption value on any free and purchased Products upon
Customer's receipt of Company's invoice.Company may change its 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 due
without set-off,counterclaim or defense.
EQUIPMENT RENTAL: Customer acknowledges that this is a true lease, Customer has no equity or ownership rights in the Equipment, and
Customer can purchase the Equipment only if Customer and Lessor agree in writing. Company will install the Equipment or Plan Equipment, as
applicable (collectively, "Equipment"), at Customer's address specified on the reverse side. If Customer's negligence, abuse or misuse causes
damage requiring repair or replacement,Customer will pay Company all such costs on demand.The Equipment and multi-gallon bottles("bottles")
are, and will at all times be, Company's sole and exclusive property, and Customer will have no right, title or interest except as provided in this
Agreement.Customer can purchase the Equipment only if Customer and Company agree in writing. Customer will use the Equipment and all bottles
only for Company's Products and will not reuse or refill bottles for any purpose whatsoever. Customer will at all times operate and maintain the
Equipment and bottles in a safe, sanitary and proper manner in accordance with Company's instructions and clean and maintain the Equipment
periodically and at least once every three months,as outlined in the Company-approved guidelines.Customer(i)will not remove the Equipment from
Customer's location without Company's prior written consent, (ii)will not alter the Equipment in any manner, (iii)will permit only Company to
repair the Equipment, (iv)will notify Company immediately if the Equipment or any bottles are stolen,lost,damaged or destroyed,and(v)will keep
the Equipment and bottles free and clear of, and promptly notify the Company of, any levies, liens and encumbrances. Company may enter
Customer's premises at reasonable times to inspect and repair the Equipment and to deliver or pick up bottles.
Customer acknowledges that this is a true lease. If Customer purchases equipment from Company, Customer will be responsible for all repair or
replacement costs unless otherwise specified in Company's warranty,if any.
CHANGES AND ADDENDUMS_Any changes in specifications,terms or pricing contained in this Agreement must be mutually approved in
writing by both Lessor and Customer before the execution of the change.
RISK OF LOSS; HOLD HARMLESS: Customer assumes risk of loss or damage to the Equipment and bottles in Customer's possession and
will be responsible for all liability resulting from their use and operation.Customer will pay Lessor upon demand costs to repair or replace any lost,
stolen,damaged or destroyed Equipment and/or bottles,as determined by Lessor.Customer 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 Customer 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.
TRANSFER: Customer may not directly or indirectly transfer any of its rights under this Agreement and will not allow any third party to take
possession of the Equipment or bottles without Lessor's prior written consent. Customer will keep the Equipment and bottles free and clear of
levies,liens and encumbrances and will promptly notify Lessor of any third party seizure,levy,lien,or encumbrance regarding the Equipment or
bottles.
PAYMENT TERMS:Net 30 days.Customer grants Lessor authority to conduct credit investigations and Lessor retains the right to terminate this
agreement at any time based on such information.
PRICE GUARANTEE:Except as otherwise set forth on Exhibit A,pricing for bottled water products contracted herein will not be subject to change
until 4SA344044.After that date,Equipment rent and/or prices for bottled water products may be changed by Lessor on thirty(30)days'notice.
Prices of commodities such as coffee,cocoa,sugar,paper and related products will be reviewed on a regular basis and are subject to increase at any
time. /
Ver:03/12
Agreement No. 4585
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Signature: Date:
Phone: Fax:
Nestld Waters North America Sales Manager: Richard Cardenas
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Nestld Waters North America ZSDM:
Siebel Reference# 1-7WD9V
For Internal Use W Wfor KCMs
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KCM Name Richard Cardenas
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E-mail richard.cardenas@waters.nestle.com
Address
Ver:03/12
Agreement NO. 4585
The Healthy Hydration Company-
Exhibit A
Bottled Water DisDenser. Bottled Water and Other Products
Customer: City of El Segundo
Location: 5jON.Main St.
Bl Segundo, CA 90245
Bottled Water and Related Products Pdhia and FqLdpincrit tal
Created [Kri:ce List
12/03/2013 16:28:04 1
Product Code Product Item Price
AHS253 5 Gallon NestI6 Pure Life Drinking Water $4.05
AHS150 5 Gallon Mountain Spring Water $5.05
AHS510 Cooler-Cold White $3.99
AHS132 Energy Star Hot&Cold Cooler $6.99
AHS417 9 Oz.Plastic Cut)50 Ct/sleeve $2.99
AHS 166 .5 Liter Arrowhead Mountain S26n�Wtr 24/cs $6.49
AES126 Nestld Pure Life.5 Liter 24 ct $5.49
AHS152 5 Gallon Arrowhead Distilled Water $6.791
Customer is also responsible for any applicable account surcharges and any applicable taxes.
1. Customer agrees mxzduoivelyyorchuxe Lessor's brand of bottled water for use oo each bottled water dispenser that io leased under this
agreement.
Regular delivery of bottled water will take place between 17-21-day business cycle.
NOTE: Bottled water dispenser must ho maintained hy Customer ouu periodic basis including cleaning hy Customer ux outlined in the Lessor-
approved guide|bum(uuuobvd)ut)oauvuuenveryd000montbo.
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