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Home My Public Portal About2012 Agreement.tifNWNA Sales manager or man to Nestle Waters North America Attn Greg Wilson ccuPure advanced water filtration Address 1600 NW 102nd Ave City Miami ST FL Zip 33172 Nestle Waters North America Inc. Sales and Service Agreement This Agreement (Effective 10/16/2012 Date) made on (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. by and between Village of Key Biscayne Customer: Village of Key Biscayne Location: 88 West McIntyree St Key Biscayne, FL 33149 Point of Contact. Jennifer Medina Location• 88 West McIntyree St Key Biscayne, FL 33149 Company will lease to Customer the filtration systems and/or equipment as agreed between Company and Customer ("Equipment"). 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 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 listed 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. All disputes must be submitted no later than thirty (30) days after the date of the first bill on which the error or problem first appeared Customer is obligated to pay the parts of the invoice that are not in question INSTALLATION: Lessor will assume all responsibility for the Point Of Use systems This includes, but is not limited to, the installation of the equipment (free standard installation includes up to one hour of labor and up to 25 feet of related installation materials, beyond that distance the cost will be as per Lessor's established price list) and all damage caused by faulty installation or equipment failure of the Point Of Use system while it is in a Lessee's location. Lessee shall be responsible for providing approval for installation, including but not limited to drilling holes, connections to plumbing, access to equipment for servicing and removal and agreement that the equipment and related installation components remain the property of the Lessor. THIRD -PARTY VENDORS: Lessor may enter a third party relationship with a vendor who services products from Lessor's ancillary product list. Lessor will manage the relationship with these alternate vendors and will offer Lessee one (1) bill and one (1) contact person for all service needs. 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, or, if Lessor cannot repossess its Equipment, as applicable, Lessor may, at its option, Ver 03/12 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 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 for Equipment, purchased equipment, and all applicable surcharges, taxes and fees. If Customer does not pay any charge within thirty (30) days of the invoice date, Customer will pay Company the greater of (1) 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 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 only for Company's Products. Customer will at all times operate and maintain the Equipment is 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 is stolen, lost, damaged or destroyed, and (v) will keep the Equipment 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 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 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, 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 without Lessor's prior written consent. Customer will keep the Equipment 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 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: All pricing for products contracted herein will be guaranteed through 10/31/2013 After that date, Equipment rent and /or paces 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. THIS AGREEMENT SUPERSEDES ANY PRIOR EQUIPMENT/SERVICE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT CONSTITUTES THE Ver 03/12 ENTIRE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. ANY ADDITIONS OR CHANGES MUST BE IN WRITING AND AUTHORIZED BY BOTH PARTIES. CUSTOMER AUTHORIZATION Print Name Signature: Phone: (3 Nestle Waters North America Sales Manager. Nestle Waters North America ZSDM: Siebel Reference # 7Q4 -4T2 Title. CXee. pssk vtvacie (9jfir Date: kW l 1) - Fax (,3),(o5- O `13 C For Internal Use Only for KCMs KCM Name Greg Wilson E-mail Address greg.wilson@waters.nestle.com Ver 03/12 ccu Pu re advanced water filtration Exhibit A Point Of Use Water Filtration Service Customer: Village of Key Biscayne Location: 88 West McIntyree St Key Biscayne, FL 33149 "Point of Use Water Filtration Equipment" Monthly Rental Fees: t Created Price List 110/16/2012 09:58:37 AM ZPHAC Product Extended Price Qty Req ' Standard Carbon Filter Hot & Cold ' White $22,99 1 Cost of other replacement components or service provided (beyond the free 18 -month service interval) 1. Type $ 2. Type $ Any termination during the term of the Agreement will also result in a charge of up to $150 for the installation and removal costs to allow Lessor to recover those costs. Cost of other replacement components or service provided (beyond the free 18 -month service interval described below) will be provided on request. Customer is responsible for any applicable account surcharges and any applicable taxes. NOTE: Lessor on a periodic basis will maintain the Point of Use Water Filtration Equipment. This does not include external cleaning of unit. Filters and other related components provided by Lessor will be exchanged every eighteen (18) months and are included with monthly rental fees. Non-scheduled or emergency service will be billed in accordance with Lessor's established service pricing. INSTALLATION: Lessor will provide standard installation of the Point of Use Water Filtration Equipment. This includes one hour of labor and the installation of the equipment (included within 25 feet of the water/drain source; beyond that distance the cost will be charged to Customer as per Lessor's established price list) and damage caused solely by Lessor's faulty installation or Equipment failure of the Point of Use Equipment while it is in a Customer's location; provided, however that Lessor shall not be responsible for damages caused by Customer's negligence, willful misconduct or breach of this Agreement. Customer shall be responsible for providing approval for installation, including but not limited to drilling holes, connections to plumbing, access to Equipment for servicing and removal of Equipment. Customer agrees that the Equipment and related installation components remain the property of the Lessor and may Ver 03/12 be removed by Lessor at the end of the lease. Use of copper or other material specified by the Customer, or installations that require that Lessor contract with third party vendors, may result in additional installation or service fees. THIRD -PARTY VENDORS: Lessor may enter a third party relationship with a vendor who services products from Lessor's ancillary product list. Lessor will manage the relationship with these alternate vendors and will offer Customer one (1) bill and one (1) contact person for all service needs. Ver 03/12