HomeMy Public PortalAboutC-21-162 - READY REFRESHPlease return contract to your
Sales Manager or mail to:
B1ueTriton Brands, Inc.
Attn: Richard Cardenas
Address: 13109 S Budlong Ave
City: Gardena, CA 90247
Email:
richard.cardenaswaters.nestle.com
ReadyRefresh® Sales and Service Agreement
This Sales and Service Agreement (the "Agreement") is entered into on the Effective Date (as defined below) by and between
Customer (as defined below) and BlueTriton Brands, Inc., a Delaware corporation with its principal place of business at 900 Long
Ridge Road, Bldg. 2, Stamford, CT 06902-1138 (`B1ueTriton").
Customer: City of Carson
Location: 701 E CARSON ST. CARSON, CA. 90745 and all locations as requested.
Point of Contact: Sander Huang
Effective Date: August 1, 2021
Expiration Date: July 30, 2024
Payment Terms:
Created
UDG
List
Price
June 29, 2021
Product
Product-
Price Per
# of Units
Total for 36
Code
Each Unit
Months
Per Month
488
BSS HOT & COLD ES2.O - TOUCHLESS
19.99
37
$26,626.68
DISPENSER (Only cold side is touchless; hot
is standard push button
214
REVERSE OMOSIS UNDER THE
15.00
37
$19.980
COUNTER. (Will be combined with touchless
dispenser above to provide reverse osmosis
water). Combination of both equal $34.99
quoted price.
Late fee Exempt (Removed late fee charges
within section 13.
Pressure Valve (Possible charges upon
$49.00
installation depending on water pressure
results) — not included in Contract Sum
Preventative Maintenance every 18 months
No charge
No charge
includes sanitization. Optional sanitization @
$79.99 per dispenser)
Contract
$46,606.68
Sum:
0 1007.0001 /727523.1 Pagel of 6
Ver: 6/2020
READYREFRESHO SALES AND SERVICE AGREEMENT
WHEREAS, BlueTriton manufactures and distributes certain
bottled beverages, dispensers and certain other products; and
WHEREAS, Customer desires to become a customer of
BlueTriton's ReadyRefresh® Home and Office delivery
services.
ACCORDINGLY, the parties agree as follows:
1. SCOPE: Customer will purchase BlueTriton's brands of
beverages and other related products (the "Products") as
described above, or as Customer may order from time to time.
BlueTriton shall lease to Customer dispensers, coolers,
filtration systems and other equipment (the "Equipment') as
agreed above, or as Customer may order from time to time, as
applicable.
2. TERM OF AGREEMENT: This Agreement shall begin
on the Effective Date and expire on the Expiration Date listed
above (the "Initial Term"). BlueTriton and Customer may
terminate this Agreement at any time without cause for any
reason whatsoever. Prior to the end of the Initial Term, or any
extended term, either party may give a minimum of thirty (30)
days' written notice of non -renewal. If no such notice is given,
following the Initial Term, this Agreement will continue on a
month to month basis until terminated by either party with
thirty (30) days' advance written notice.
3. REPRESENTATIONS AND WARRANTIES: Each
party hereby represents and warrants to the other that (i) it has
the power and authority to enter into this Agreement and to
grant the rights granted to the other party hereunder; (ii) this
Agreement constitutes a legal and binding obligation on such
party and is enforceable in accordance with its terms; (iii) this
Agreement is not in conflict with, and will not cause an event
of default under, any other agreement to which such party is a
party; and (iv) it shall comply with all federal, state and local
laws, statutes, regulations and ordinances affecting or relating
to its respective activities under this Agreement.
4. INTENTIONALLY OMITTED.
5. EOUIPMENT RENTAL: If Customer requests,
BlueTriton will lease to Customer, and Customer will pay to
BlueTriton lease payments for the Equipment. Customer
acknowledges that this is a true lease, and Customer has no
equity or ownership rights in the Equipment. BlueTriton will
install the Equipment, as applicable, at Customer's address
provided by Customer to BlueTriton. If Customer's
negligence, abuse or misuse causes damage requiring
repair or replacement, Customer will pay BlueTriton all
such costs on demand. The Equipment is, and will at all times
be, BlueTriton'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 BlueTriton agree in writing and Customer
01007.0001/727523.1 Page 2 of 6
Ver: 62020
assumes responsibility for all repair or replacement costs,
unless specified in an applicable warranty, if any. Unless
otherwise agreed to in writing by the Parties, if Customer
wishes to exchange the Equipment for reasons not related to
functional defects, Customer agrees to an additional $89.99
replacement fee (the "Non -Defect Equipment Replacement
Fee") for each piece of equipment that is exchanged. If, upon
BlueTriton's inspection of the Equipment, it is determined that
the Equipment is in working condition, then the Non -Defect
Equipment Replacement Fee will be applied to Customer's
account.
6. BLUETRITON's POINT OF USE WATER
FILTRATION EQUIPMENT INSTALLATION: If
Customer is using BlueTriton's Point of Use Water Filtration
Equipment (the "POU System'), then BlueTriton will provide
standard installation of the POU System. This includes one
hour of labor and the installation of the POU System (included
within 25 feet of the water/drain source; beyond that distance
the cost will be charged to Customer as per BlueTriton's
established price list) and repairs to damage caused solely by
BlueTriton's faulty installation or equipment failure of the
POU System while it is in Customer's location; provided,
however, that BlueTriton 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 and preparing the location for the
installation of the Equipment, including without limitation,
drilling holes, connections to plumbing, access to the POU
System for servicing and removal. Customer agrees that the
POU System and related installation components remain the
property of the BlueTriton and may be removed by BlueTriton
upon the termination or expiration of this Agreement. Use of
copper or other material specified by the Customer, or
installations that require that BlueTriton contract with third
party vendors, may result in additional installation or service
fees. Any early termination of this Agreement by Customer
will also result in a charge of $150 for the installation and
removal of the POU System. Customer may request that
BlueTriton assist in maintaining the unit, at BlueTriton's
established service pricing. This does not include external
cleaning of unit. Non-scheduled or emergency service as well
as any replacement parts will be billed in accordance with
BlueTriton's established service pricing.
7. THIRD -PARTY VENDORS: BlueTriton may enter a third
party relationship with a third party vendor which may service
Customer on behalf of BlueTriton.
8. ADDITIONAL CLEANING SERVICE: As set forth on
Exhibit A, attached hereto and made a part hereof, BlueTriton
recommends that water dispenser(s) be professionally cleaned
every three months. If Customer requests, BlueTriton or its
third party vendors, will clean the Equipment at Customer's
location at an agreed upon time and place and at a price
determined by BlueTriton and accepted by Customer (the
"Cleaning Service"). If Customer elects to have the Equipment
cleaned by BlueTriton, the Cleaning Fee set forth in Exhibit A
shall be per unit cleaned per cleaning cycle.
9. INTENTIONALLY OMITTED.
10. USE OF LEASED EQUIPMENT, INCLUDED
EOUIPMENT: Customer will at all times operate and
maintain the Equipment in a safe, sanitary and proper manner,
including but not limited to cleaning the Equipment
periodically. Customer will (i) not remove the Equipment from
Customer's location without B1ueTriton's prior written
consent, (ii) not alter the Equipment in any manner, (iii) permit
only BlueTriton or its third party vendors to repair the
Equipment, (iv) notify BlueTriton immediately if the
Equipment is stolen, lost, damaged or destroyed, and (v) keep
the Equipment free and clear of, and promptly notify
BlueTriton of, any levies, liens and encumbrances. Customer
agrees and acknowledges that BlueTriton may enter
Customer's premises at reasonable times to inspect and repair
and clean the Equipment, with prior City consent.
11. DISPUTES AND SERVICES: (a) In the event Customer
requires repair services or other similar requests, all such
requests shall be made by calling the B1ueTriton's customer
service number, which shall be provided by the BlueTriton
Account Manager. In such cases, all service requests will be
handled within three business days. BlueTriton may, at its
option, replace defective Equipment with a comparable
reconditioned unit if it deems that repair is not feasible on
location. (b) In the event that the Customer is dissatisfied with
the servicing of the Equipment, the Customer agrees to attempt
a resolution with the B1ueTriton's Customer Service
Department. If the dispute is not resolved, the Customer
agrees to contact the BlueTriton Account Manager for further
assistance. (c) If Customer thinks that any invoiced amount is
incorrect, it shall follow the instructions listed on the back of
its invoice, which include without limitation, submitting the
dispute to B1ueTriton's Customer Service Department by
phone or in a written letter. All disputes must be submitted no
later than forty-five (45) days after the date of the first bill on
which the error or problem first appeared. Customer is
obligated to promptly pay all undisputed fees, surcharges and
deposits.
12. DEFAULT BY CUSTOMER: BLUETRITON'S
REMEDIES: Customer will be in default if (a) it fails to pay
any amount when due (subject to properly notifying
BlueTriton of a bona fide dispute and provided BlueTriton first
gives written notice to Customer and provides a reasonably
opportunity to cure such default); (b) it fails to perform or
violates any other term or condition of this Agreement and
fails to cure or commence prosecution to cure, such violation
within thirty (30) days after receiving written notice of the
default; (c) it abandons or abuses the Equipment ; or (d) there
is a voluntary or involuntary institution of a proceeding in
bankruptcy against the Customer. Upon any default,
BlueTriton will have the right to exercise any or all of the
following cumulative remedies and any other rights or
remedies it may have at law or in equity: (i) terminate this
01007.000ln27523.1 rage 3 of 6
Ver- 6/2020
Agreement without relieving Customer of its accrued and
continuing obligations; (ii) declare immediately due and
payable as liquidated damages and not as penalty, all
outstanding charges plus the balance of the Equipment, if
applicable; and (iii) repossess the Equipment (Customer
hereby waives notice, legal process, or liability for trespass by
BlueTriton or its agents); and/or, (iv)if the Equipment cannot
be recovered by BlueTriton after commercially reasonable
attempts or is damaged to the extent that the cost to repair it
either equals or exceeds the cost to replace it, BlueTriton may
declare the Equipment a total loss, and Customer will pay
BlueTriton its replacement value. Customer will pay all
accrued and outstanding obligations associated with
Customer's default.
13. CHARGES, SURCHARGES, FEES AND DEPOSITS:
Customer will pay all charges for the Products, Equipment,
and all applicable surcharges, taxes and fees.
14. DISCLAIMER OF WARRANTY: BLUETRITON
DOES NOT MANUFACTURE THE EQUIPMENT
PROVIDED TO CUSTOMER, IF ANY, AND, UNLESS
OTHERWISE SPECIFICALLY SET FORTH IN WRITING
BY BLUETRITON, BLUETRITON HAS NOT MADE AND
DOES NOT MAKE ANY REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
WITH RESPECT TO THE EQUIPMENT, ITS
SUITABILITY OR FITNESS FOR ANY PURPOSE OR
MERCHANTABILITY. CUSTOMER ACCEPTS THE
EQUIPMENT "AS IS."
15. RISK OF LOSS: HOLD HARMLESS: Customer
assumes the 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
BlueTriton, upon demand, costs to repair or replace any lost,
stolen, damaged or destroyed Equipment, as reasonably
determined by BlueTriton; provided, however, that BlueTriton
shall first furnish proof of cost to Customer. BlueTriton shall
indemnify, defend and hold Customer harmless against any
and all liabilities, losses, damages, costs and expenses of
whatever kind (including reasonable attorneys' fees in actions
brought by third parties) arising out of the gross negligence or
willful misconduct of BlueTriton or otherwise in connection
with this Agreement.
16. ASSIGNMENT: 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 B1ueTriton's prior written consent. Customer will
keep the Equipment free and clear of levies, liens and
encumbrances and will promptly notify BlueTriton of any
third party seizure, levy, lien, or encumbrance with respect to
the Equipment. BlueTriton may assign this Agreement, at any
time, to any subsidiary or affiliate of BlueTriton or in
connection with any sale, merger, transfer or other disposition
of all or substantially all of BlueTriton's business or assets.
17. POST -AUDITS: Customer may only request a post -audit
during the one (1) year period commencing from the date of a
disputed invoice. BlueTriton shall have at least sixty (60) days
from the receipt of any post -audit request to investigate such
request. All post -audit requests submitted by Customer must
include documentation and other information to substantiate
such claim and Customer shall provide such other materials
and information as BlueTriton may reasonably request. Post -
audit requests that do not meet the requirements of this Section
may be considered unauthorized deductions by Customer and,
in such event, Customer shall promptly pay to BlueTriton all
amounts owed.
18. NOTICE: All notices required or permitted to be given
hereunder shall be in writing and personally delivered or sent
by United States registered or certified mail, postage prepaid,
return receipt requested, addressed to the parties at the
addresses set forth above with a copy addressed to BlueTriton
Brands, Inc., Attention: General Counsel, Legal Department,
900 Long Ridge Road, Building 2, Stamford, CT 06902 and
to such other addresses as may be supplied in writing by one
party to the other. Notice shall be deemed given when
received as evidenced by the return receipt or the date such
notice is first refused, if that is the case.
19. SEVERABILITY: If any provision of this Agreement is
held invalid, the remainder of this Agreement will not be
invalidated or affected.
20. ENTIRE AGREEMENT: This Agreement (including
any and all exhibits and schedules hereto) constitutes the entire
agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous
agreements and undertakings of the parties with respect to the
subject matter hereof. This Agreement may not be modified
except by written instrument executed by both parties.
21. COUNTERPARTS: This Agreement may be executed
in any number of counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and
the same instrument.
22. CONFIDENTIALITY: The terms of this Agreement as
well as all information regarding the business operations,
policies and practices of each party (the "Confidential
Information") acquired or learned in connection with this
Agreement shall be deemed confidential and shall be kept in
strict confidence by the other party. The term Confidential
Information, as used herein, does not include any information
that (i) was lawfully in a party's possession prior to any
disclosure by the other party or (ii) is or becomes generally
available to the public other than as a result of disclosure in
violation of this Agreement. Upon termination or expiration
of this Agreement, any Confidential Information of either
party held by the other party shall be returned to the disclosing
party. Notwithstanding anything else to the contrary, this
Agreement is subject to the California Public Records Act.
23. GOVERNING LAW; VENUE; JURISDICTION;
ARBITRATION: This Agreement is governed by the
substantive laws of the state of California, excluding its
conflicts of law provisions. TO THE FULLEST EXTENT
PERMITTED BY LAW, CUSTOMER AND BLUETRITON
AGREE TO SUBMIT EXCLUSIVELY ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING OUT OF OR
RELATING TO PRODUCTS, LEASED EQUIPMENT,
INCLUDED EQUIPMENT, THIS AGREEMENT OR ANY
OTHER POLICIES OR OTHER TERMS INCORPORATED
THEREIN (INCLUDING THE BREACH, TERMINATION,
ENFORCEMENT, INTERPRETATION,
ENFORCEABILITY, VALIDITY, OR RIGHTS UNDER
ANY OF THE FOREGOING) (EACH, A "DISPUTE") FOR
RESOLUTION BY CONFIDENTIAL, INDIVIDUAL,
BINDING ARBITRATION, EXCEPT THAT CUSTOMER
MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF
CUSTOMER'S CLAIMS QUALIFY. IN THE EVENT
THAT ARBITRATION IS NOT PERMITTED BY
APPLICABLE LAW: (I) THE PARTIES EXPRESSLY
AGREE THAT ANY DISPUTE WILL BE BROUGHT AND
HEARD SOLELY AND EXCLUSIVELY IN THE
FEDERAL OR STATE COURTS OF COMPETENT
JURISDICTION LOCATED IN CALIFORNIA. IN THE
EVENT THAT ANY PROVISION OF THE AGREEMENT
TO ARBITRATE IS HELD INVALID OR
UNENFORCEABLE, ALL OTHER TERMS WITHIN THE
AGREEMENT TO ARBITRATE SHALL REMAIN IN
FULL FORCE AND EFFECT. To the extent Customer has in
any manner violated or threatened to violate B1ueTriton's
intellectual property rights or disclose any of B1ueTriton's
Confidential Information, then, in addition to all of its other
rights, BlueTriton may seek injunctive or other appropriate
equitable relief in any state or federal court, and Customer
consents to exclusive jurisdiction and venue in such courts.
24. FORCE MAJEURE: If either party is prevented from
complying with any of the terms or provisions of this
Agreement by reason of fire, flood, storm, strike, lockout or
other labor trouble, riot, war, rebellion, accident or other acts
of God, then upon written notice to the other party, the affected
provisions and/or requirements of this Agreement shall be
suspended during the period of such disability. If the disability
continues for more than ten days, the non -disabled party shall
have the right to terminate this Agreement, and neither party
shall thereafter have any further rights or obligations
hereunder provided that Customer shall provide BlueTriton
payment for already delivered products or equipment.
25. NO WAIVER: Any failure by either party to enforce a
provision of this Agreement does not waive that party's rights
to enforce that provision on another occasion, unless the
waiving party waives its rights for another occasion in a
writing signed by the waiving party.
[Signature Page Follows]
01007.0001/727523.1 Page 4 of 6
Ver: 6/2020
IN WITNESS WHEREOF, the parties hereto have entered into this Sales and Service Agreement as of the Effective Date.
CUSTOMER:
CITY p1` CARSON:
Davis -Holmes, Mayor
ATTEST:
Joy Simarago, Deputy City Clerk
APPROVED AS TO FORM:
ALESHIREE&& WYNDER, LLP
Sunny IC. Soltani, City Attorney
[d]]
BLUETRITON:
C'4z
BLUETRITON BRANDS, INC.
eppert, r. Dire ommercial S ieFs
Reference Number.
For Internal Use
Sales Person Name: Richard Cardenas
Email Address: richard_cardenasna.waters.nestle cnm
01007.0001 n27523. 1 Pat. S of 6
vm KSONI
Exhibit A: Professional Bottled Water Dispenser Cleanine Service
ReadyRefresh recommends that you have your water dispenser(s) professionally cleaned every three months. ReadyRefresh
Professional Cleaning Service is available in most geographies for customers with rented or customer -owned water dispensers. Check
for availability in your area. Our dedicated ReadyRefresh Technicians use professional -grade cleansers and equipment to ensure that
your water dispenser is thoroughly cleaned and properly dispenses our great -tasting bottled water.
- Professional Cleaning Service is convenient, reliable, and you can trust that your dispensed water is of high quality.
- We use specialized cleansers to service all parts that come in contact with water, including delicate internal parts.
- Just make an appointment that fits your schedule, and we'll take care of the rest.
Professional Water Dispenser Cleaning Service ("PCS") standard pricing:
PCS fee: $79.99 per dispenser Code: #866
*Please note, customers not taking advantage of our Professional Cleaning Service are responsible for regular dispenser clean ing every
three months.
Water dispenser self-cleaning steps:
Getting ready:
- Unplug the dispenser from its power outlet. Remove the empty water bottle from the dispenser.
Cleaning:
- Fill the reservoir with clean, boiled water. Let the water cool.
- Wearing rubber gloves, use a clean scrub brush or cleaning pad to gently clean the reservoir and baffle (the white plastic piece that
sits in the reservoir).
- Drain the water in the dispenser completely by pressing down on the dispensing levers.
- Wipe the outside of the dispenser, including the faucets.
- Drain the reservoir completely.
Finishing up:
- Place a new full bottle of water on top of the dispenser unit.
- Press down on the hot water lever until water flows freely from the faucet.
Plug in the power cord and, in less than an hour, your hot and cold water will be ready to use.
01007,0001/727523.1 Page 6 of 6
Ver: 6/2020