HomeMy WebLinkAboutVesule Group Inc; 2018-12-19;3670 SUTTER COURT I OCEANSIDE, CA 92056
Phone: (619) 865-2851 I whatsup@vesule.com
Vending Location Agreement
This Vending Location Agreement is in effect as of the date below. by and between VESULE GROUP. LLC (hereinafter
referred to as ··Vending Operator"") and The City of Carlsbad (hereinatlcr referred to as --client"'). located at Alga Norte
Aquatic Center, 6565 Alicante Rd, Carlsbad, CA 92009 (hereinatler referred to as ··Location I"), and Monroe Street Pool.
340 I Monroe St. Carlsbad. CA 92008 ( hereinatlcr referred to as ··Location 2""). on the terms and conditions set frirth below
and including those on the reverse side (page 2) hereof:
I) Vending Operator agrees to install. operate and maintain. the following modern. up-to-date equipment
(Vending Machines. etc.), at the following premises at NO CIIARGE to the Client;
Location I: Snack Machine: Number of Machines __ I _ X Cash X Credit X Contactless
Beverage Machine: Number of Machines __L_
Combo Machine: Number of Machines _I_
Frozen Machine: Number of Machines _I_
Location 2: Combo Machine: Number of Machines _l_ X Cash X Credit X Contactless
2) Vending Operator agrees to service equipment on a regular basis. as needed. based upon sales volumes. Client agrees
to allow Vending Operator to install/operate equipment. frir a thirty-six month period. on an exclusive basis. provided
service and maintenance is kept satisfactory. Should Client become dissatisfied and desire t,o cancel this agreement.
then Client agrees to notify Vending Operator with a written 60-day Notice in accordance with the cancellation
provisions and terms hereof.
3) This Vending Location Agreement is subject to approval by the Vending Operator and assignees. This agreement shall
remain valid if Client moves its physical address to another within Vending Operator's service area. Both parties agree
that facsimile agreements will also be considered binding and that this agreement is the only one between the two and
that it encompasses the entire Vending Location Agreement form hereof.
4) Other Provisions:
No glass containers.
Client agrees to provide cover/shelter for all machines and ensure protection from the elements, Yandalism/thetl and
user abuse to the best of their abilitv, which includes covering machines from inclement weather when possible.
5) Vending Operator agrees to begin service within a reasonable time period, in coordination with Client and Location I.
Location 2 is currently serviced with a combo vending machine, for which this Vending Location Agreement will
supersede any previous Agreements.
6) The Vending Operator agrees to pay The Client a fee of 15% of net monthly profits within seven (7) business days of
each calendar month end. The Vending Operator will provide a detailed report of all sales transactions and costs
resulting in net monthly profits.
DA TE: _,'""-)+'\t....,._.'(}4\ _._\ 9,_.__ __
Client:
Client Name
c1;,m~~
Client Contact Name/ Title
1 G 0-'4'. bi'. -2 S &~J_o· ____ _
Ph~ne / Email
Montv Everett / President
Name I Title
( 619) 865-2851 / monty(d1vesule.com
Phone / Emai 1
Page 1
TENTATIVE DELIVERY DATE: ___ _,.cT~H=D'-------
7 In the event that VESULE GROUP fails to mainlam, service or supply the vending equipment in a manner consistent with indust1y standards and
reasonable expectations, Client shall give VESULE GROUP written Notice to Cure, spec1fy111g each product, piece of equipment, or service with which
Client 1s d1ssat1sfled Notice to Cure will be effective only if 1l 1s provided w1thm a thirty (30) days Curing period within to fix or maintain the equipment
problem. provide the proper ser\'ice, or change the products or supplies complained of(w1th1n reason) The Notice to Cure mil be effective upon receipt
of such notice VESULE GROUP may at its election address each item so specified by makmg a diligent and good faith effort lo satlsty Client's complaints
If VESlJLE GROUP fails to comply within the Notice's to cure tune period and Client has acted 111 good faith, Client may cancel this Agreement by
prov1dmg Vl:Sl/LF GROUP with a Written Notice of Cancellation Client's Notice of Cancellation ofth1s agreement 1flhe cure period for sat1sfact1on of
the complaint(s) has passed, without proper cure. Client's Notice of Cancellation must be in reasonable and 111 good faith. Upon receipt of Not11;e of
Cancellation, VESULE GROUP shall remove its equipment from Client's premises in a t1111cly manner Ir Client does not pro\'ide VESULE GROUP wtth
a written Notice ofCanccllatton within (30) days from the date of Notice to Cure time period, then this shall constitute Client's unqualified approval of the
all efforts undertaken by VESULE GROUP to resolve the problems 1tem1zed lw Cltcnt 111 its Notice to Cure
8 Cltent hereby grants VESULE GROUP the sole and exclusive right lo mstall. mamtain, service and supply the vend mg machmes and types of equipment,
products, and services listed above on the Cltent"s premises. Client acknowledges that 1t has a choice between discounted prices or commtsSton-based
pnces/sales. Cltent hereby elects to receive comm1ss1on-bascd pnces whereby VESULF GROUP grants Cltent with standard mdustry cost of beverages
and food items from such machmes and convenient access to VFSl JI.F (iROUJ>'s vend mg machmes to Client's employees/students/patrons. Any agreement
to the contrary shall be executed (1e noted) on the front page ofth1s agreement. Equipment description or size may vary dependmg upon ava1labli1ty, and
11 will not always be "brand new.. Upon expiration of the original or am· subsequent renewal term of this Vend mg 1.ocat~on Agreement, this Agreement
will automatically renew, additional terms, equal 111 length to the 011g111al term, unless either party notifies the other in writing of tls mtent not to renew at
least (60) days prior to the end of the term. Any renewal of this agreement al the expiration of the third conscrntlve tcnn wtll require approval of both
parties or the renegot1at1ons of a new agreement Any time a new piece of equipment 1s deltvered the contract will automatically renew
9 Cltenl hereby agrees, understands and acknowledges that VFSULF GROUP will 1mmed1ately mcur and pay actual expenses in reliance on Clients
agreement hereunder, including some or all of the following costs to order, arrange and purchase equipment, process the order/agreement, pay commissions,
arrange deltvery and mstallatton of the equipment, rearranf,<e route/service personnel, and other expenses Therefore, if Client attempts to cancel this
agreement prior to delivery, or refuses to accept the equipment, or otherwise breaches this Agreement, VESULF GROUP shall be entitled to recover ,ts
actual costs at the rate of two hundred dollars ($200) per mach111e per month per the rema111111g months of this agreement based upon VESULE GROUP
expenences with s1111ilar or ''ltke" location and 111dustry averages, or the actual cost of all Cltent mach111es plus delivery, removal and associated tennination
expenses, as determmed by VI-.SULE GROUP Thts 1s deemed, by both VESULE GROUP and the Cltent, to be reasonable
IO Cltent understands that 1t may be deemed necessary and/or practlcal to 111c1easc or decrease the amount of equipment supplied to the Cltent VESULE
GROUP shall be entitled to collect and receive all proceed and profit for the operation of the vending machines and other equipment covered by thts
Agreement. Client understands and agrees that pnce increases are not g,ounds for ten111nat1011, as VESULE GROUP's costs may also mcrease, therefore
the vend prices shall be controlled by VESlJLE GROUP Ir some or all of the vend mg machines prove to be unprofitable for VESULE GROUP, VESULE
GROUP may notify Client of its 111tent to remove some or all of the unprofitable vend mg machmes from Client's premises, whereupon Cltent and VESUI.E
GROUP may attempt to reach an amicable resolution which might mclude relocation the vendmg machines lo a different portion of the Cltent's premises,
changing the nature and/or extent of the products supplied, adJUSt vend pnces, or other possible changes m the vendmg program In the event that an
amicable resolution cannot be reached, VESUI.F GROUP may lcrmmale this Agreement in whole or 111 part by g1v111g Client thirty (30) days notice,
whereupon Vl:SULE GROUP may remove some or all of the unprofitable vending machines from the Cl tent's premises Cltent also agrees that ,r they
request/require VESULE GROUP to purchase/provide addttton add1ttonal equipment ( i e upgrade) then Cltent agrees that the ·term' shall commence upon
the mstallatmn of sa,d requested/required equipment 1f agreed to do so bv VESUU: GROUP It ts understood that thts would be at VESULE GROUP's
sole option ( i e. not a contractual requirement), 1f tt appears to make reasonable 'bus mess sense' to VESUI.E GROUP, thereby g1v111g VESlJLE GROUP
fair and reasonable time to try and 1ecoup ,ts mvestment(s) and/or generate return Client may offer/opt to pay rental for equipment that VESULE GROUP
deem unnecessary for Client's use
11 Cltent acknowledges and agrees that at all time VESULE GROUP ts the sole and exclusive owner of all vending machmes placed on Client"s premises
Cltent hereby agrees to prevent 1ts employees, agents, or invitees. etc from selling same or similar products and/or beverages as offered by VESULE
GROUP unless noted above. Client's failure to prevent such sales, and/or theti, and/or vandalism, by same, shall constitute a material breach of this
Agteement and shall entitle VESUI.E GROUP to the aforementioned damages TlllS Agreement cannot provide Client with any right to ownership 01
possession of the sub1ect \'endmg machines. VFSULE GROUP 1s hereby granted authority to enter Client's premises, where all vending machmes arc
located, 111 order to service. supply, repair. maintain, exchange or remove the vendtng machines. In the event Client or Client"s agents, employees. or
mv,tees cause or suffer damage to or loss of the subject vending mach111cs, Client shall forfeit commissions to VESULE GROUP fonhwtth the cost of repair
or teplacemcnt thereof In the event Client prevents VESlJLE (iROUI' from entering to install, service, maintain, supply or remove sub_1ect vending
machmes, such conduct shall constitute a material breech of tlus agreement Client shall provide at its own expense all electrical, water, and other util1t1es
as reasonably required to operate the equipment
12 Cltent represents and warrants that there ts no contltct hereunder with any other agreements of Client Client agrees and acknowledges that the sales
prcsentat1011 by VESULE GROUP was not conducted in a high-pressure fashion, but rather, was conducted in a manner, which encouraged and permitted
Client to make an 111telligcnt decision that the terms of the Agreement supersede any and all pnor agreements, representatwns, or warranttes, mcludtng any
made in the sales representation, and constttutes the entire agreements and understanding between the parties. Client may ask and/or request VESULE
GROUP to coordinate the transition with the current (or former) Vendor, however, Client realtzes that it 1s their actual and ultimate respons1b1l1ty to have
the other Vendor's equipment moved. Therefore, Client agrees that it WIii do whatever ts necessary to expedite this process, including, but not ltmtted to,
unplugging and movmg said equipment to the side
13 Warranty D1scla1111crs and Lim1tat1ons of L1abil1ty Except as otherwise expressly provided herein, THIS AGREEMENT CONTAINS NO
WARRANTIES OR GUARANTEES OF ANY KIND, FROM EITHER PARTY, WHETHER EXPRESSED OR IMPLIED, INCLUDING AN IMPLIED
WARRANTIES OF MFRCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE UNDER NO CIRCUMSTANCES SHALL VESULE
GROUP BE LIABLE TO CLIENT FOR INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF VESULE GROUP IIAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE USE OR INABLITY TO USE THE PRODUCTS OR SERVICE
CONVERED BY THIS AGREEMENT, OR AS A RESULT OF ANY OTHER PROVISION OF THIS AGREEMENT
14 This agreement shall be binding on and more to the benefit of their heirs, executors, administrators, successors and assigns oflhe parties lo ,t, provided,
however, that Cltenl may not without prior \\Titten consent of VESULE UROUP, assign or transfer its rights or obltgalion hereunder to any other physical
business location or premises or lo any business operation at the same location which 1s makrially diffrrent than the current business of Client. If Client
acquires another company or opens addtltonal facilities within VESULE GROUP s service area, Client shall give VESULE GROUP notice and the
opportu111ty to mstalL operate and maintatn the same types of vending machines and other equipment covered by this Agreement, on the terms and conditions
set forth m this Agreement
Page 2
f111VESULE
~'9CiRDUP
3670 SUTTER COURT I OCEANSIDE, CA 92056
Phone: (619) 865-2851 I whatsup@vesule.com
Vending Location Agreement
This Vending Location Agreement is in effect as of the date below, by and between VESULE GROUP, LLC (hereinafter
referred to as "Vending Operator") and The City of Carlsbad (hereinafter referred to as "Client"), located at Alga Norte
Aquatic Center, 6565 Alicante Rd, Carlsbad, CA 92009 (hereinafter referred to as "Location l"), and Monroe Street Pool,
3401 Monroe St, Carlsbad, CA 92008 (hereinafter referred to as "Location 2"), on the terms and conditions set forth below
and including those on the reverse side (page 2) hereof:
1) Vending Operator agrees to install, operate and maintain, the following modem, up-to-date equipment
(Vending Machines, etc.), at the following premises at NO CHARGE to the Client;
Location 1: Snack Machine: Number of Machines _l_ X Cash X Credit X Contactless
Beverage Machine: Number of Machines _l_
Location 2: Combo Machine: Number of Machines _l_ X Cash X Credit X Contactless
2) Vending Operator agrees to service equipment on a regular basis, as needed, based upon sales volumes. Client agrees
to allow Vending Operator to install/operate equipment, for a thirty-six month period, on an exclusive basis, provided
service and maintenance is kept satisfactory. Should Client become dissatisfied and desire to cancel this agreement,
then Client agrees to notify Vending Operator with a written 60-day Notice in accordance with the cancellation
provisions and terms hereof.
3) This Vending Location Agreement is subject to approval by the Vending Operator and assignees. This agreement shall
remain valid if Client moves its physical address to another within Vending Operator's service area. Both parties agree
that facsimile agreements will also be considered binding and that this agreement is the only one between the two and
that it encompasses the entire Vending Location Agreement form hereof.
4) Other Provisions:
No glass containers.
Client may operate their own "snack shack" (non-vending machines) with products and pricing chosen at their own
discretion.
5) Vending Operator agrees to begin service within a reasonable time period, in coordination with Client and Location 1.
Location 2 is currently serviced with a combo vending machine, for which this Vending Location Agreement will
supersede any previous Agreements.
6) The Vending Operator agrees to pay The Client a fee of 15% ofnet monthly profits within seven (7) business days of
each calendar month end. The Vending Operator will provide a detailed report of all sales transactions and costs
resulting in net monthly profits.
DATE: _\_'2.._·_l~°'-·-• -~--
Client Contact Name / Title
~o ·4!4· ~~~-----
Phone I Email
Signature
Monty Everett / President
Name/ Title
(619) 865-2851 I monty@vesule.com
Phone / Email
Page 1
TENTATIVE DELIVERY DA TE: ----"T-=B=D'--------
7. In the event that VESULE GROUP fails to maintain, service or supply the vending equipment in a manner consistent with industry standards and
reasonable expectations, Client shall give VESULE GROUP written Notice to Cure, specifying each product, piece of equipment, or service with which
Client is dissatisfied. Notice to Cure will be effective only if it is provided within a thirty (30) days Curing period within to fix or maintain the equipment
problem, provide the proper service, or change the products or supplies complained of (within reason). The Notice to Cure will be effective upon receipt
of such notice. VESULE GROUP may at its election address each item so specified by making a diligent and good faith effort to satisfy Client's complaints.
If VESULE GROUP fails to comply within the Notice's to cure time period and Client has acted in good faith, Client may cancel this Agreement by
providing VESULE GROUP with a Written Notice of Cancellation. Client's Notice of Cancellation of this agreement if the cure period for satisfaction of
the complaint(s) has passed, without proper cure. Client's Notice of Cancellation must be in reasonable and in good faith. Upon receipt of Notice of
Cancellation, VESULE GROUP shall remove its equipment from Client's premises in a timely manner. If Client does not provide VESULE GROUP with
a written Notice of Cancellation within (30) days from the date of Notice to Cure time period, then this shall constitute Client's unqualified approval of the
all efforts undertaken by VESULE GROUP to resolve the problems itemized by Client in its Notice to Cure.
8. Client hereby grants VESULE GROUP the sole and exclusive right to install, maintain, service and supply the vending machines and types of equipment,
products, and services listed above on the Client's premises. Client acknowledges that it has a choice between discounted prices or commission-based
prices/sales. Client hereby elects to receive commission-based prices whereby VESULE GROUP grants Client with standard industry cost of beverages
and food items from such machines and convenient access to VESULE GROUP's vending machines to Client's employees/students/patrons. Any agreement
to the contrary shall be executed (i.e. noted) on the front page of this agreement. Equipment description or size may vary depending upon availability, and
it will not always be "brand new". Upon expiration of the original or any subsequent renewal tem1 of this Vending Location Agreement, this Agreement
will automatically renew, additional terms, equal in length to the original term, unless either party notifies the other in writing of its intent not to renew at
least (60) days prior to the end of the term. Any renewal of this agreement at the expiration of the third consecutive term will require approval of both
parties or the renegotiations of a new agreement. Any time a new piece of equipment is delivered the contract v-~ll automatically renew
9. Client hereby agrees, understands and acknowledges that VESULE GROUP will immediately incur and pay actual expenses in reliance on Clients
agreement hereunder, including some or all of the following: costs to order, arrange and purchase equipment, process the order/agreement, pay commissions,
arrange delivery and installation of the equipment, rearrange route/service personnel, and other expenses. Therefore, if Client attempts to cancel this
agreement prior to delivery, or refuses to accept the equipment, or otherwise breaches this Agreement, VESULE GROUP shall be entitled to recover its
actual costs at the rate of two hundred dollars ($200) per machine per month per the remaining months of this agreement based upon VESULE GROUP
experiences with similar or "like" location and industry averages, or the actual cost of all Client machines plus delivery, removal and associated termination
expenses, as determined by VESULE GROUP. This is deemed, by both VESULE GROUP and the Client, to be reasonable.
I 0. Client understands that it may be deemed necessary and/or practical to increase or decrease the amount of equipment supplied to the Client VESULE
GROUP shall be entitled to collect and receive all proceed and profit for the operation of the vending machines and other equipment covered by this
Agreement. Client understands and agrees that price increases are not grounds for termination, as VESULE GROUP's costs may also increase, therefore
the vend prices shall be controlled by VESULE GROUP. If some or all of the vending machines prove to be unprofitable for VESULE GROUP, VESULE
GROUP may notify Client of its intent to remove some or all of the unprofitable vending machines from Client's premises, whereupon Client and VESULE
GROUP may attempt to reach an amicable resolution which might include relocation the vending machines to a different portion of the Client's premises,
changing the nature and/or extent of the products supplied, adjust vend prices, or other possible changes in the vending program. In the event that an
amicable resolution cannot be reached, VESULE GROUP may terminate this Agreement in whole or in part by giving Client thirty (30) days notice,
whereupon VESULE GROUP may remove some or all of the unprofitable vending machines from the Client's premises. Client also agrees that if they
request/require VESULE GROUP to purchase/provide addition additional equipment (i e. upgrade) then Client agrees that the 'term' shall commence upon
the installation of said requested/required equipment if agreed to do so by VESULE GROUP. It is understood that this would be at VESULE GROUP's
sole option (i.e not a contractual requirement), if it appears to make reasonable 'business sense' to VESULE GROUP, thereby giving VESULE GROUP
fair and reasonable time to try and recoup its investment(s) and/or generate return. Client may offer/opt to pay rental for equipment that VESULE GROUP
deem unnecessary for Client's use.
11 Client acknowledges and agrees that at all time VESULE GROUP is the sole and exclusive owner of all vending machines placed on Client's premises.
Client hereby agrees to prevent its employees, agents, or invitees, etc. from selling same or similar products and/or beverages as offered by VESULE
GROUP unless noted above. Client's failure to prevent such sales, and/or theft, and/or vandalism, by same, shall constitute a material breach of this
Agreement and shall entitle VESULE GROUP to the aforementioned damages. This Agreement cannot provide Client with any right to ownership or
possession of the subject vending machines. VESULE GROUP is hereby granted authority to enter Client's premises, where all vending machines are
located, in order to service, supply, repair, maintain, exchange or remove the vending machines. In the event Client or Client's agents, employees, or
invitees cause or suffer damage to or loss of the subject vending machines, Client shall forfeit commissions to VESULE GROUP forthwith the cost of repair
or replacement thereof In the event Client prevents VESULE GROUP from entering to install, service, maintain, supply or remove subject vending
machines, such conduct shall constitute a material breech of this agreement. Client shall provide at its own expense all electrical, water, and other utilities
as reasonably required to operate the equipment.
12. Client represents and warrants that there is no conflict hereunder with any other agreements of Client Client agrees and acknowledges that the sales
presentation by VESULE GROUP was not conducted in a high-pressure fashion, but rather, was conducted in a manner, which encouraged and permitted
Client to make an intelligent decision that the terms of the Agreement supersede any and all prior agreements, representations, or warranties, including any
made in the sales representation, and constitutes the entire agreements and understanding between the parties. Client may ask and/or request VESULE
GROUP to coordinate the transition with the current (or former) Vendor, however, Client realizes that it is tl1eir actual and ultimate responsibility to have
the other Vendor's equipment moved. Therefore, Client agrees that it will do whatever is necessary to expedite this process, including, but not limited to,
unplugging and moving said equipment to the side.
13. Warranty Disclaimers and Limitations of Liability Except as otherwise expressly provided herein, THIS AGREEMENT CONTAINS NO
WARRANTIES OR GUARANTEES OF ANY KIND, FROM EITHER PARTY, WHETHER EXPRESSED OR IMPLIED, INCLUDING AN IMPLIED
WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL VESULE
GROUP BE LIABLE TO CLIENT FOR INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF VESULE GROUP HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE USE OR INABLITY TO USE THE PRODUCTS OR SERVICE
CONVERED BY THIS AGREEMENT, OR AS A RESULT OF ANY OTHER PROVISION OF THIS AGREEMENT
14. This agreement shall be binding on and more to the benefit of their heirs, executors, administrators, successors and assigns of the parties to it; provided,
however, that Client may not without prior written consent of VESULE GROUP, assign or transfer its rights or obligation hereunder to any other physical
business location or premises or to any business operation at the same location which is materially different than the current business of Client If Client
acquires another company or opens additional facilities v-1thin VESULE GROUP's service area, Client shall give VESULE GROUP notice and the
opportunity to install, operate and maintain the same types of vending machines and other equipment covered by this Agreement, on the terms and conditions
set forth in this Agreement.
Page 2