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HomeMy WebLinkAboutContract 63193CSC No. 63193 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between B1ueTriton Brands, Inc. ("Vendor") and the City of Fort Worth ("City"), a Texas home -rule municipality, individually referred to as "Party" and collectively as the "Parties." The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — Seller's Quote; OFFICIAL RECORD 3. Exhibit B — Cooperative Agency Contract Equalis 052920-02A; and CITY SECRETARY 4. Exhibit C — M&C 25-0247 FT. WORTH, TX 5. Exhibit D — Conflict of Interest Questionnaire Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached Exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Cooperative Purchase Agreement shall control. City shall pay Vendor in accordance with the payment terms in Exhibit A and in accordance with the provisions of this Agreement. Total annual payment made under this Agreement by City shall not exceed two hundred and fifty-five thousand dollars and zero cents ($255,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager ("Effective Date") and expires on August 31, 2026, one additional one-year renewal option. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at the same address To VENDOR: Gerri Blankenship Area Growth Manager 4090 H C Meacham Blvd Fort Worth, TX 76135 Email: Gerri.Blankenship@PrimoBrands.com City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. (signature page follows) (remainder of this page intentionally left blank) The undersigned represents and warran hat he or she has the power and authority to execu e this Agreement and bind the respective party. CITY OF FORT W TH: By: William Johnson (Ayr 29,2025 09:48 CDT) Name: William Johnson Title: Assistant City Manager Date: 04/29/2025 APPROVAL RECOMMENDED: xl)ed X�)6'dA.' By: Name: Neil Noakes Title: Police Chief snIl FGR%Ildd af,o o.,!ropio �e OVo ==0 dddIl nEXPsa4 By: Name: Jannette Goodall Title: City Secretary VENDOR: B1ueTriton Brands, Inc. By: n Blankenship (Apr 21, 2025 1 :27 CDT) Name: Gerri Blankenship Title: Area Growth Manager Date: 04/21 /2025 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Kathryn Agee By: Kathryn Agee (Apr 28, 2 5 08:52 CDT) Name: Kathryn Agee Title: Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: Uz Name: Amarna Muhammad Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 25-0247 Date Approved: March 25, 2025 1295 Form:2025-1270231 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A Ready Fresh (Price List) 2022.11.10 - Kyle G 2.4.25 9anuraciurer Purchase Verifiable mquaus Product Number roduct Description � Product Brand Manufacturer Name Name Unit of Unit List Price list price location Group � Fina Discountl Price 150 5 gallon spring bottled water- Texas BlueTriton Brands DBA ReadyRefresh _ Ozarka _Measure _ each 14.99 Invoice 62% 5.69 150 5 gallon spring bottled water- CA, CO, BlueTriton Brands DBA ReadyRefresh Arrowhead each 14.99 Invoice 62% 5.69 088 5 gallon spring bottled water- NY, CT, NJ, DE,ME,NH,PA, RI, MA BlueTriton Brands DBA ReadyRefresh Poland Spring each 14.99 Invoice 62% 5.69 019 5 gallon spring bottled water- VA, SC, NC, GA, DC, MD BlueTriton Brands DBA ReadyRefresh Deer Park each 14.99 Invoice 62% 5.69 150 5 gallon spring bottled water - FL BlueTriton Brands DBA ReadyRefresh Zephyrhills each 14.99 Invoice 62% 5.69 O15 5 gallon spring bottled water- IL, IN, MI BlueTriton Brands DBA ReadyRefresh Ice Mountain each 14.99 Invoice 62% 5.69 253 5 gallon purified bottled water - National BlueTriton Brands DBA ReadyRefresh Pure Life each 12.99 Invoice 59% 5.39 126 .5 liter purified bottle water - National BlueTriton Brands DBA ReadyRefresh Pure Life case 7.99 Invoice 33% 5.39 166 .5 liter spring bottled water- 24 ct CA, CO BlueTriton Brands DBA ReadyRefresh Arrowhead case 8.99 Invoice 38% 5.59 198 .5 liter spring bottled water- 24 ct Texas BlueTriton Brands DBA ReadyRefresh Ozarka case 8.99 Invoice 38% 5.59 166 .5 liter spring bottled water- 24 ct NY,CT,NJ,DE,ME,NH,PA RI, MA BlueTriton Brands DBA ReadyRefresh Poland Spring case 8.99 Invoice 38% 5.59 047 .5 liter spring bottled water- 24 ct VA, SC, NC,GA DC, MD BlueTriton Brands DBA ReadyRefresh Deer Park case 8.99 Invoice 38% 5.59 198 .5 liter spring bottled water- 24 ct FL BlueTriton Brands DBA ReadyRefresh Zephyrhills case 8.99 Invoice 38% 5.59 065 S liter spring bottled water-24 ct- IL, IN MI BlueTriton Brands DBA ReadyRefresh Ice Mountain case 8.99 Invoice 38% 5.59 504 Hot /Cold Water unit - National MTN Visions each 5.99 Invoice 50% 2.99 554 Cook/Cold Water unit - National MTN Visions each 5.99 Invoice 50% 2.99 665 Touchless Water Cooler - Black MTN Visions each 13.99 Invoice 43% 7.99 646 Touchless Water Cooler - White MTN Visions each 13.99 Invoice 43% 7.99 201 Carbon Filtration unit- National IGO Direct Igo each 33.99 Invoice 15% 28.99 213 Reverse Osmosis unit - National IGO Direct Igo each 39.99 Invoice 15% 33.99 417 9 oz Cups - 200 ct Solo Cups Solo Sleeve 5.99 Invoice 50% 2.99 402 4.25 oz. Cone Cups (200 per sleeve) Solo Cups Solo Sleeve 5.99 Invoice 33% 3.99 162 half pint spring bottled water- 48 ct -Texas BlueTriton Brands DBA ReadyRefresh Ozarka case 17.99 Invoice 33% 11.99 524 half pint spring bottled water - 48 ct - CA, CO BlueTriton Brands DBA ReadyRefresh Arrowhead case 17.99 Invoice 33% 11.99 163 half pint spring bottled water - 48 ct - VA, SC, NC, GA, DC, MD BlueTriton Brands DBA ReadyRefresh Deer Park case 17.99 Invoice 33% 11.99 167 half pint spring bottled water - 48 ct - NY, CT, NJ, DE,ME,NH,PA,RI,MA BlueTriton Brands DBA ReadyRefresh Poland Spring case 17.99 Invoice 33% 11.99 167 half pint spring bottled water - 48 ct - FL BlueTriton Brands DBA ReadyRefresh Zephyrhills case 17.99 Invoice 33% 11.99 095 half pint spring bottled water - 48 ct - IL, IN MI BlueTriton Brands DBA ReadyRefresh Ice Mountain case 17.99 Invoice 33% 11.99 291/292/284 SL Sparkling Water -24ct - IL, IN MI Lemon/Orange/ Plain BlueTriton Brands DBA ReadyRefresh Ice Mountain case 14.99 Invoice 20% 11.99 284/292/618 SL Sparkling Water - 24 ct -Texas- Lemon/Orange/ Plain BlueTriton Brands DBA ReadyRefresh Ozarka case 14.99 Invoice 20% 11.99 1841182/183 SL Sparkling Water - 24 ct - NY/CT/NJ/DE/M E/N H/PA,RI/MA- Lemon/Orange/ Plain BlueTriton Brands DBA ReadyRefresh Poland Spring case 14.99 Invoice 20% 11.99 210/203/208 SL Sparkling Water - 24 ct - CA/CO- Lemon/Orange/ Plain BlueTriton Brands DBA ReadyRefresh Arrowhead case 14.99 Invoice 20% 11.99 101/105/131 SL Sparkling Water - 24 ct - FL- Lemon/Orange/ Plain BlueTriton Brands DBA ReadyRefresh Zephyrhills case 14.99 Invoice 20% 11.99 153/152/476 SL Sparkling Water - 24 ct - VA/SC/NC/GA/DC/MD - Lemon/Orange/ Plain BlueTriton Brands DBA ReadyRefresh Deer Park case 14.99 Invoice 20% 11.99 045 SL Purified Flavored Water Splash - 24 ct - Mandarin Orange BlueTriton Brands DBA ReadyRefresh Nestle Pure Life case 14.99 Invoice 27% 10.99 040 SL Purified Flavored Water Splash - 24 ct - Lemon BlueTriton Brands DBA ReadyRefresh Nestle Pure Life case 14.99 Invoice 27% 10.99 161 SL Purified Flavored Water Splash - 24 ct - Wild Berry BlueTriton Brands DBA ReadyRefresh Nestle Pure Life case 14.99 Invoice 27% 10.99 263 SL Purified Flavored Water Splash - 24 ct - Grape BlueTriton Brands DBA ReadyRefresh Nestle Pure Life case 14.99 Invoice 27% 10.99 866 Professional Cleaning Services Service charge for each cooler cleaning Each 94.99 Invoice 13% 79.99 Confidential Print Date 4/2/2025 Page 1 EXHIBIT B F,Zr-A stte waters The Healthy Hydration CompanyTM Indoor Water Dispensers EQ=052920=02 Region ESC Appendix A: QUESTIONNAIRE COMPANY PROFILE 1. What is your company's official registered name? Nestle Waters North America Inc. 2. What is your company's Dun & Bradstreet (D&B) number? 10-133-6568 3. What is/are your corporate office location(s)? 900 Long Ridge Rd. Bldg 2 Stamford, CT 06902 4. Please provide a brief history of your company, including the year it was established. See history attachment. Who is your competition in the marketplace? DS Waters and WB Mason 6. What are your overall annual sales for last three (3) years? See financial attachment. See financial 7. What are your overall public sector sales, excluding Federal Government, for last three (3) years? attachment Increase footprint nationally, digital marketing, 8. What is your strategy to increase market share in the public sector? Readyrefresh.com web -site, Sales Collateral, mailing campaigns 9. What differentiates your company from competitors in the public sector? Dedicated account mana er assigned to your account, Specialize Billing options, company employees ( no subcontractors) 10. Please provide your company's environmental policy and/or sustainability initiative. See sustainability attachment. 11. Diversity oroeram - Do you currently have a diversity program or any diversity partners that you do business with? 0 Yes ❑ No a. If the answer is yes, do you plan to offer your program or partnership through Equalis Group? ❑ Yes ® No (if the answer is yes, attach a statement detailing the structure of your program, along with a list of your diversity alliances and a copy of their certifications.) NIA b. Will the products accessible through your diversity program or partnership be offered to Equalis Group members at the same pricing offered by your company? N/A (if answer is no, attach a statement detailing how pricing for participants would be calculated.) 12. Diversity Vendor Certification Participation It is the policy of some entities participating in Equalis Group to involve minority and women business enterprises (M/WBE), small and/or disadvantaged business enterprises, disable veterans business enterprises, historically utilized businesses (HUB) and other diversity recognized businesses in the purchase of goods and services. Respondents shall indicate below whether or not they hold certification in any of the classified areas and include proof of such certification with their response. Page 114 a. Minoritv Women Business Enterprise Respondent certifies that this firm is an MWBE []Yes ®No List certifying agency: b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Respondent certifies that this firm is a SBE or DBE ❑Yes N❑No List certifying agency: c. Disabled Veterans Business Enterprise (DVBE) Respondent certifies that this firm is an DVBE ❑Yes ®No List certifying agency: d. Historically Underutilized Businesses (HUB) Respondent certifies that this firm is an HUB ❑Yes ©No List certifying agency: e. Historically Underutilized Business Zone Enterprise (HUBZone) Respondent certifies that this firm is an HUBZone ❑Yes X❑No List certifying agency: f. Other Respondent certifies that this firm is a recognized diversity certificate holder ❑Yes K]No List certifying agency: PRODUCTS/PRICING OFFERED: Delivery of bottled water, coolers, filtration units, cups, 13. Please summarize the products and services you are offering. small package water. 14. What makes your offering unique from other similar competitors? Nestle Waters has the best selling brands and distributions which includes bulk truck load deliveries. 15. Were all products/lines/services and pricing being made available under this contract provided in the attachment B and/or Appendix B, pricing sections? yes 16. Does the respondent agree to offer all future product introductions at prices that are proportionate to contract pricing offered herein? ] Yes ❑ No (if answer is no, attach a statement detailing how pricing for participants would be calculated.) 17. Does pricing submitted include the required administrative fee? ® Yes [] No 18. Define your standard terms of payment Net 30 days PERFORMANCE CAPABILITIES: Page 115 19. States Covered - Respondent must indicate any and all states where products and services are being offered. ❑ 50 States & District of Columbia (Selecting this box is equal to checking all boxes below) ❑ Alabama ❑ Kentucky ❑ North Dakota ❑ Alaska ❑ Louisiana ® Ohio ® Arizona ® Maine ❑ Oklahoma ❑ Arkansas © Maryland ❑ Oregon XI California ] Massachusetts ® Pennsylvania © Colorado ® Michigan Rhode Island ® Connecticut ❑ Minnesota ® South Carolina ® Delaware ❑ Mississippi ❑ South Dakota District of Columbia ❑ Missouri ❑ Tennessee ® Florida ❑ Montana ® Texas ® Georgia ❑ Nebraska ❑ Utah ❑ Hawaii ❑ Nevada ❑ Vermont ❑ Idaho ® New Hampshire ® Virginia ❑X Illinois ® New Jersey ❑ Washington ❑ Indiana ❑ New Mexico ❑ West Virginia ❑ Iowa ® New York ❑ Wisconsin ❑ Kansas ❑X North Carolina ❑ Wyoming ❑ All U.S. Territories & Outlying Areas (Selecting this box is equal to checking all boxes below) ❑ American Samoa ❑ Midway Islands n U.S. Virgin Islands ❑ Federated States of ❑ Northern Marina Equalis Group members will be assigned a Key Account Micronesia Islands Manager to manage new customer set ups and place orders. Equalis Group members must state they are part ❑ Guam ❑ Puerto Rico �/ of Equalis Group to receive their contract pricing. Members can also call our Enterprise Service team 800-950-9907 who will also process orders and set ups. 20. List the number and location of offices, or service ters for all states being proposed in solicitation. 73 branch locations and 1 customer services ce . See branch attachment. 21. Distribution Channel: Which best des es your company's position in the distribution channel. ® Manufacturer direct ❑ Certified education/government reseller ❑ Authorized distributor�' ❑ Manufacturer marketing through reseller ❑ Value-added reseller ❑ Other 22. Provide relevant information regarding your ordering process including your ability for purchasing group members to verify they are receiving contract pricing. 23. Describe areas where downtime may occur with products and services provided, historical averages of at downtime, and how you resolve downtime issues when they do occur (For purposes of providing urther clarity, examples of downtime might be a website ordering platform that goes ofFline, installed quipment that requires service or other products and services that can fail or go offline) 24. Provide fill rates and average delivery timeframes met b specific distribution center. Our oal is 98.0% for fill rates l; rY Y p and �eltvery times. The average 98.3% 25. Describe your company's Customer Service Department (hours of operation, number of service Centers. etc.l. Customer service hours are 7am-9pm EST Nestle Waters does not experience many downtime in our Monday -Friday 8am-4pm EST Saturday operations. Our web -site experienced a h1gh volume usage m Pag March and as a result customers were not able to log in. It was resolved within 24 hours. If a cooler is not working properly, our route sales representative will replace it within 24-48 hours. 26. Provide your safety record, safety rating, EMR and worker's compensation rate where available See Safety Attachmei 27. Describe the capacity of your company to report monthly sales through this agreement. Our accounting department can report monthly sales for each location. (account numbers, addr, city state, product descriptions, volume and dollars 28. Describe the capacity of your company to provide management reports, i.e. consolidated billing by location, time and attendance reports, etc. for each eligible agency. Equalis will be assigned a customer code in our delivery software. From the customer code, consolidated billing, by location, products, quantities, QUALIFICATION AND EXPERIENCE: delivery dates, delivery ticket numbers volume and revenue and be created. 29. Please provide contact information and resumes for the person(s) who will be responsible for the following areas. Executive Contact Bob Geibler Contact Person: Title: National Account Manager Company: Nestle Waters North America Inc. p Y� Address: 4718 Mountain Creek Parkway City: State: Zip: Dallas TX 75236 _ 214-906-4444 Phone: Fax: Email: bob_geibler@waters.nestle.COm Account Manaaer/Sales Lead Gerri Blankership Contact Person: Title: Company: Nestle Waters North America Inc p Y= Address: 4718 Mountain Creek .Parkway Dal las City: State: '1"X -Zip: 75236 Phone: 469-332-4701 Fax: Email: gerri.blankenship@waters.nestle.com Contract Manoaement (if different than the Safes Lead) Contact Person: Title: NIA Company: Address: City: State: Zip: Phone: Fax: Page 117 Email: Billina & Reportinq/Accounts Aavable Account Receivable Department Contact Person: Title: Accounts Receivable Representative Nestle Waters North America Inc Company: 375 Paramount Drive Address: Raynham MA 02767 City: State: Zip: 800-274-5292 Phone: Fax: ar.direct@waters.nestle.com Email: Marketing Lauren Webber Contact Person: Title: Marketing Manager Company: Nestle Waters North America Inc p v= Address: 900 Long Ridge Rd. Bldg 2 City: Stamford State: CT Zip: 06902 Phone: (413) 8964116 ,Fax: lauren.webbcr@waters.nestle.com Email: 30. Provide a minimum of three (3) customer references for product and/or services of similar scope dating within the past 3 years. Please try to provide an equal number of references for K12, Higher Education and City/County entities. Provide the following information for each reference: ENTITY NAME: Frisco I50 ENTITY NAME: Prosper ISD ENTITY NAME: Northeast ISD Entity Name CONTACT NAME &TITLE: Lynda CONTACT NAME & TITLE: Andrea CONTACT NAME & TITLE:Rachel Contact Name and Title Lamb, AP specialist Operations Bell Purchasers CITY &s,Admin C&STATE: Prosper, TX CITY &STATE: San Antonio, TX City and State CITY & STATE: Frisco, TX PHONE NUMBER:469-219-2070 PHONE NUMBER:210-356-9115 PHONE NUMBFR:469-633-6308 1 YEARS SERVICED: 3 years Phone Number EARS SERVICED: 3 years YEARS SERVICED: 11 years DESCRIPTION OF SERVICES: Case DESCRIPTION OF SERVICES: Case Years Serviced DESCRIPTION OF SERVICES: Case ' water, 5 GAL, Cups Water, 5 GAL, Cups Description of Services'Water, 5 GAL, Cups ANNUALVOLUME: $12,000 ANNUALVOLUME: $35,000 ANNUALVOLUME: $15,000 Annual Volume 31. List all cooperative and/or government group purchasing organizations of which your company is currently a member below. Cooperative/GPO Name Contract Number Expiration Date CNET 12/31 / 2021 Avendra 10/31/2020 Page 1 18 Definitive Healthcare 1/29/2021 32. Describe your company's implementation and success with existing cooperative purchasing programs, if an , a.nd provide the cooperative's name(s), contact persons) and contact information as reference(s)_ Vole implementation process attachment 33. Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing Respondent to perform the covered services including, but not limited to licenses, registrations or certifications. M/WBE, HUB, DVBE, small and disadvantaged business certifications and other diverse business certifications, as well as manufacturer certifications for sales and service must be included if applicable. See attachments 34. Provide information regarding whether your firm, either presently or in the past, has been involved in any litigation, bankruptcy, or reorganization. iAs is the case with all major national corporations Nestle waters North America is involved in litigation at all times. None of this litigation is of any consequence to the corporation and is handled by our insurance carriers and litigation law firms. 35. Felonv Conviction Notice — Please check applicable -box: - ❑ A publicly held corporation; therefore, this reporting requirement is not applicable ® is not owned or operated by anyone who has been convicted of a felony. ❑ Is owned or operated by the following individual(s) who has/have been convicted of a felony. *If the 3" box is checked a detailed explanation of the names and convictions must be attached. VALUE ADD: See Value Add Attachment. 36. Detail how your organization plans to market this contract within the first 90 days of the award date. This may include but is not limited to: a. A co -branded press release within first 30 days b. Announcement of award through any applicable social media sites c. Direct mail campaigns d. Co -branded collateral pieces e. Advertisement of contract in regional or national publications f. Participation in trade shows g. Dedicated Equalis Group and Region 10 ESC internet web -based homepage with: i. Equalis Group and Region 10 E5C Logo ii. Link to Equalis Group and Region 10 E5C website iii. Summary of contract and services offered iv. Due Diligence Documents including; copy of solicitation, copy of contract and any amendments, marketing materials Page 1 19 History COMPANY HISTORY OVERVIEW & QUALIFICATION: A Brief Introduction & History of Nestle Waters North America Inc. Nestle Waters history goes back to the 19t" century when various small local companies were established to provide spring water to people, companies with brands such as Poland Spring, Arrowhead, Deer Park and Ozarka were serving customers before the turn of the twentieth century. In 1976 a group of businessmen formed a company to promote the sale of Perrier Sparkling Mineral water; this company, which had expanded into domestic spring water by purchasing some of the existing domestic companies, was eventually purchased by Nestle in 1992. Since that time Nestle Waters North America has sought to make the company the premier bottled water company in the US, along with being a recognized leader in the water filtration cooler business. Overall Qualifications For over 30 years, Nestle Waters has been meeting the water cooler and healthy hydration needs of clients throughout the United States. In fact, Nestle Waters is considered "The Water Solution Experts" within the drinking water industry, especially due to our ability to provide a single -source for all of our customer's employee drinking water program needs. A leader in bottled water cooler and water filtration cooler service industries, Nestle Waters North America - the world's largest drinking water company, a subsidiary of Nestle S.A.—the world's largest food and Beverage Company. Being part of Nestle S.A. ensures Nestle Waters always has extensive resources and support to ensure continued and effective delivery of all services provided. Nestle Waters services more than 1.3 million customers nationally, providing bottled water cooler, water filtration cooler, healthy hydration and, office coffee services, resulting in annual sales volume averaging $4.2 billion. Nestle Waters employs more than 8,200 full time employees in the United States alone, and has available needed resources to add additional staff when necessary to ensure ongoing support of all services we provide and complete customer satisfaction. Capabilities to Service Locations Nestle Waters does not have any resource limitations. No subcontractors or 31d party will be used for this project. Nestle Waters owns and operates all of its own delivery vehicles and service trucks, and does not rely on any outsidel3rd party provider for the delivery of our services to clients. Financial Good food, Good life Financial Statements 2019 Consolidated Financial Statements of the Nestie Group 2019 153rd Financial Statements of Nestld S.A. Principal exchange rates CHF per 1 US Dollar 1 Euro '100 Chinese Yuan Renminbi 100 Brazilian Reals 100 Philippine Pesos- 1 Pound Steriing 100 Mexican Pesos - - - -- -- 1 Canadian Dollar ---- �- _ 100 Japanese Yen - - - - 1 Australian Dollar. _ 100 Russian Rubles 2019 2018 Year ending rates U5D ----� 0.969 4.986 EUR 1.086 1.128 CNY _ -�-- - - 13.911_ � - 14.335 6RL -- --- - - 24.442 25.448 PHP 1.912 1.877 GSP 1.272 1.256 MXN -- - 5.124 ---- - 5.015 CAD - - 0.743 -- 0.724 JPY - - - - - 0.692 0.894 - - AUD - -- 0.679 -- 0-697 RUS 1.563 1.416 2019 2018 Weighted average annual rates - - - 0.993 _ 0.979 _.-1.112 � 1.354 14.366 14.776 - 25.118 T 26.663 ` 1.920 1.856 1.269- - 1.302 5.159 - -- 5.082 0.749 - 0.755 - - 0.911 0.886 0.692 Q331 �1.554 Consolidated Financial Statements of the Nestle Group 2019 65 Consolidated income statement for the year ended December 31, 2019 In millions of CHF Sales ,ate_ 2019 2C18 92 568 91 439 Other revenue - 297 311 Cost of goods sold (46 647) (46 070) D7'tribution expenses (g 4961 (8 469) Marketing and administration expenses (197-90) f20003) Research and development costs (1 672) (1 687) Other trading income 4 163 37 Other trading expenses 4 (2749) (1769) Trading operating profit 3 13 674 13 789 Other operating income 4 3 717 2 535 Other operating expenses - T - Operating profit 16 079 13 752 Financial income 5 200 247 1'inancialexpense - (1256) (1008) Profit before taxes, associates and joint ventures 15 062 12 991 Taxes 13 (3159) (3 439) Income from associates and ioint ventures - - 1 001 916 Profit for the year — —_ - - - - - - 12 904 10 468 of which attributable tc non -controlling interests - — _ 295 333 of which auribulable to shareholders of the parent (Net profit) _ - 12 609 - 10135 As percentages of sales - Trading operating profit — 14.8% - 15_1% Profit for the year attributable to shareholders of the parent (Net profit) - 13.6% 11A% Earnings per share (in CHF) Basic earnings per share is 4.30 3.36 Diluted earnings per share t5 4.30 3.36 66 Consolidated Financial Statements of the Nestle Group 2019 Consolidated statement of comprehensive income for the year ended December 31, 2019 In millions of CHF Motes 2019 2018 Profit for the year recognized in the income statement 12 904 10 468 Currency re" nslations net of taxes 17 (1 050) (1 004) Fair value changes and recycling on debt instruments, net of taxes 17 — (39) Fair value changes and recycling on cash flow hedges, net oft axes (bfi) 46 Share of other comprehensive income of associates and joint ventures 14117 49 (21) Items that are or may be reclassified subsequently to the income statement (1 067) (1 018) Remeasurement of defined benefit plans, net of taxes 10)17 (320) 600 Fair value changes on equity instruments, net of taxes 1 (4) 4 Share of other comprehensive income of associates and joint ventures 1.4;17 337 117 Items that will never be reclassified to the income statement 13 721 Other comprehensive income for the year 17 (1 054) (297) Total comprehensive income for the year 11 850 10 171 W Which attributable to non -controlling interests 317 21.8 of which attributable to shareholders of the parent 11 533 9 953 Consolidated Financial Statements of the NestI6 Group 2019 67 Consolidated balance sleet as at December 31, 2019 before appropriations In millions of CHF u�t�s 2019 2018 (assets Current assets Cash and cash epUiva€ents 12116 7 469 500 4 -- 12 2794 5 801 Short-term investments 6 9343 12 inventories 702 11 766 167 Trade and other receivables - — ^ - — _11 498 5 30 Prepayments and accrued income - — -- - Derivative assets 12 -- 254 -- -- 183 - - -- - - - - 76S 869 Current income tax assets Z 2771 8 828 Assets held for sale __ 355 663 41 003 Total current assets Non -current assets -- — — E 28 762 29956 Property, plant and equipment . ......---- - �.._. 2B 896 1 702 Goodwill -._._-- `-' 17 824 18634 Intangible assets - .._ . _ _...--- - - - 11 505 10792 Investments in associates and joint ventures - - .... ' 2611 2567 Financial assets — - --- 16 510 487 Employee benefits assets - - — - — 55 58 Current income tax assets - -- _ 13 2 114 1 815 Deferred tax assets 92 277 96012 Total non -current assets - 127 940 137 015 Total assets _- 68 Consolidated Financial Statements of the Nestle Group 2019 Consolidated balance sheet as at December 31, 2019 In millions of CHF �pl£� 2019 2018 Liabilities and equity _ —.--- — - Current liabilities — - ---- --- Financial debt 12 14032 14694 Trade and other payables 7112 18 8€33 17 800 (accruals and deferred income 4 492 4 075 Provisions tt BG2 780 - -- Derivative llabilities ;? - 420 ---._ - -- ...---- 448 Current income tax liabilities 2 673 2731 Liabilities directly associated with assets held for sale 2 393 2 502 Total current liabilities 41615 43 030 Non -current liabilities Financial debt 12 23132 25 700 Employee benefits liabilities 10 6 151 5 919 Provisions tt 1 162 i 033 Deferred tax liabilities 13 2 589 2 5AO Other payables 12 429 390 Total non -current liabilities 33463 35582 Total liabilities 75 078 78 612 Equity 1' - - - 298 306 Share capital - - - - - _ - (9 752) (6 948) Treasury shares - {21 526} (20 A32) Translation reserve (45) (133) Other reserves - -- 83 060 84 620 Retained earnings Total equity attributable to shareholders of the parent 52 035 57 363 — 827 1 040 I lan-controlling interests 52 662 58 403 Total equity 127940 137 015 Total liabilities and equity Consolidated Financial Statements of the Nestle Group 2019 69 Consolidated cash flow statement for the year ended December 31, 2019 In millions of CHF �tut� Operating activities --- Operating. profit is Depreciation and amortization 10 ImpairmentNet result on disposal of businesses a Other non -cash items of income and expense t6 Cash Flow before changes in operating assets and liabilities 2019 2018 16 078 13 752 3 713 -- 3 924 2 336 1 248 (3 416) (686) (28) 137 16 683 18 375 BecreaseJ(increase) in working capital 75 349 472 Variation of other operatinq assets and liabilities (94) (37) Cash generated from operations 18 938 18 810 Interest paid 0028.). (684) Interest and dividend received 162 1 Taxes paid (2 854) (.3623) Dividends .and interest from associates and joint ventures 14 632 70-1 Operating cash flow - 15 850 15 398 Investing activities Capital expenditure 3 869) Expenditure on intangible assets s; (516) (603 Acquisition of businesses - -- - -(1- (9512} . -._ _... _ _ _ .._. . Disposal of businesses 9 959 4 4310 Investments (net of divestments) in associates and joint ventures - - [540) 728 Inflows](outflows) from treasury investments — 2 978 - (5 159) Other investing activities 295 (163) Investing cash flow - - $ 356 (14 266) Financing activities 17 (7 230) — (7 124 Dividend paid to shareholders of the parent [463} 19) Dividends paid to non -controlling interests (16) - _.._ (52 Acquisition (net of disposal) of non -controlling interests a Purchase (net of sale) of treasury shares rai (9 773) (6854) Inflows from a bonds nd other non -current financial debt t? - 57 - - 9 900 Outflows from bonds and other non -current financial debt 12 (3 287) (2712) - .....- Inflows l(outflows) from current irancial debt 12 () 3. 20 156 (21 56) (4 117) Financing cash flow Currency retranslations increasel(decrease) in cash and cash equivalents - Cash and cash eauivalents at be,pinninq of year Cash and cash eauivalents at end of year Mosily plat=_ _ +ha s'r:cr- huvLack program launched in 2017. (921) (313) -- 2 829 (3 298) 4 640 7 9SS 16 7 469 4 640 70 Consolidated Financial Statements of the Nestld Group 2019 Consolidated statement of changes in equity for the year ended December 31, 2019 In millions of CHF a O3 C W � � ` A N o N L y > C •� � Wia- C Ln y ate+ iB �m Q} (6 (A L O E v Y !y0 oM,tn ¢7 amu 3 pa uy u i` M v W �- +n a 2. F m Equity as at January 1, 2019 311 (4 537) (19 612) (181) 84 962 60 943 1 271 62 214 Profit for the. year - - - 10135 10 135 333 10 468 Other comprehensive income for the year - - (893) (12) 723 (182) (115) (297) Total comprehensive income for the year - - (893) (12) 10 858 9 953 218 10 171 Dividends - -- -- - (7 124) (7 124) (319) (7 443) Movement of treasury shares = (6 677) - - (49) (6 726) - (6 726) Equity compensation plans - 153 - - (3) 150 3 153 Changes in non -controlling interests - - - - 181 181 - - (133) 48 Reduction in share capital c�) {) 4 113 - - (4 108) - - -- Total transactions with owners (5) (2 411) - - (11 103) (13 519) (449) (13 968) Other movements - --- 73 10 (97) (14) - (14) Equity as at December 31, 2018 306 (6 948) (20 432) (193) 84 620 57 363 1 040 58 403 Equity as at January 1, 2019 305 (6 948) (20 432) (183) 84 620 57 363 1 040 58 403 Profit for the year - - -- - - _-- •-- 12 609 12 609 295 12 904 Other comprehensive income forthe year - - (1 094) (7) 25 (1 076) 22 (1 054) Total comprehensive income for the year — - - (1 094) (7) 12 634 11 533 317 11 850 Dividends — -- -- - - - - - - - - - - (7 230) (7 230) (463) (7 693) Movement of treasury shares - (9 946) _ - 175 (9 771) - (9 771) l quity compensation plans - 280 - - (142) 138 (1) - 137 Changes in non -controlling interests - - - 4 4 (68). (64) Reduction in share capital (a) (8) 6 862 - - (6 854) -- - - Total transactions with owners (81) (2 804) - - (14 047) (16 859) (532) (17 391) Other movements - - - 145 (147) (2) 2 - Equity as at December 31, 2019 298 (9 752) (21 526) (45) 83 060 52 035 827 52 862 Raou iicn in s'nr. .ai, s� hi ate i7,1. Consolidated Financial Statements of the Nestle Group 2019 71 Statutory Auditor's Report To the General Meeting of Nestle S.A., Cham & Vevey Report on the Audit of the Gonsolidated Financial Statements Opinion We have audited the consolidated financial statements of Nestle S.A. and its subsidiaries (the Group), which comprise the consolidated balance sheet as at December 31, 2019, the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies_ in our opinion the consolidated financial statements (pages 66 to 145) give a true and fair view of the consolidated financial position of the Group as at December 31, 2019, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with international Financial Reporting Standards (IFRS) and comply with Swiss law. Basis for Opinion We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISAs) and Swiss Auditing Standards. Our responsibilities under those provisions and standards are further described in the Auditor's Responsibilities forthe Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, as well as the IESBA Code of Ethics for Professional Accountants, and we have fulfilled our other ethical responsibilities in accordance with these requirements_ We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters ® Revenue recognition P-A Carrying value of goodwill and indefinite life intangible assets ,ice, Income taxes Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 146 Consolidated Financial Statements of the Nesth& Group 2019 Financial information •- 5 year review In millions of CHI= (except for data per share and employees) 2019 2018 Results — Sales _. 92 568 91 439 Underlying Trading operating profit [a] 16 260 15 521 - as % of sales 17.6% 17.0% Trading operating profit fai 13 674 13 789 as % of sales 14.8% 15.1 % Taxes 3159 3 439 Profit for the year attributable to shareholders of the parent (Net profit) 12 609 10135 as % of sales 13.6% 111 % Total amount of dividend 7 795 Ic] 7 230 Depreciation of property, plant and equipment id1 3488 3 604 Balance sheet and Cash flow statement Current assets -.. 35663 41003 Non -current assets 92 277 96 012 Total assets 127 940 137 015 Current liabilities 41 615 43 030 --- _ _ .. Non-currentliabiiitfes 33 463 35 582 Equity attributable to shareholders of the parent - -- 52 035 57 363 Non -controlling interests $27 1040 Netfinancial debt ia) 27139 30330 Ratio of net financial debt to equity (gearing) 52.2% 52.9% Operating cash flow 15 850 155 393 as % of net financial debt 58.4% 50.8% Pree cash flow i0 11 934 10 765 Capital additions lel 5 482 14 711 as % of sales 5.9% 16.1 % Data per share _ Weighted average number of shares outstanding (In millions of units) Basic earnings per share - Underlying earnings per share Dividend Pay -out ratio based on basic earnings per share _ Stock prices (high) _ Stock prices (low} Yield 0) - - - Market capitalization Number of emplgypys (in thousands) -- - (a) Certain financia! performance measures, that are not defined by IrRS, are used by ranagement to assess the financial and Operational performance of theC­oup. The "AI-ernative Rerfnrmance Ueasures" document published under httns:jh,vvj,v,nost#c,z on)llnvesforsfpuLlica,ions provides the denninon of ihese non-IFRS financial oerfcsmance measures. (b) Calculated an the basis or the dividend for the year concerned, which is paid fn the foliowing year, and on highliow st:3ck prices_ M -As prcoused by the Board of Directors of Nes!I: S.A. (d1 Including right-ot usQ assets- leased since 2017. 2 929 3 014 4.30 3,36 - 4.41 4.02 2.70 iCl 2.45 62.8% {.! 72 99/6 - 113.20 _ 86.50 - 79.86 72-92 ---2.813.4 2.413.4 16 301 772 237 363 291 308 152 Consolidated Financial Statements of the Nestle Group 2019 Companies of the Nestle Group~, joint arrangements and associates In the context of the SIX Swiss Exchange Directive on Information relating to Corporate Governance, the disclosure criteria of the principal affiliated companies are as follows: -- operating companies are disclosed if their sales exceed CHF 10 million or equivalent; - financial companies are disclosed if either their equity exceeds CHF 10 million or equivalent and/or the total balance sheet is higher than CHF 50 million or equivalent. - joint ventures and associates are disclosed if the share held by the Group in their profit exceeds CHF 10 million or equivalent and/or the Group's investment in them exceeds CHF 50 million or equivalent Entities directly held by Nestle S.A. that are below the disclosure criteria are listed with a All companies listed below are fully consolidated except for: t) Joint ventures accounted for using the equity method; 2) Joint operations accounted for in proportion to the Nestle contractual specified share (usually 50%); 31 Associates accounted for using the equity method - Countries within the continents are listed according to the alphabetical order of the country names. Percentage of capital shareholding corresponds to voting powers unless stated otherwise. Companies listed on the stock exchange Sub -holding, financial and property companies % capital % ultimate shareholdings capital Companies City by Nestle S.A. shareholdings Currency Capital Europe Austria Nespresso Osterreich GmbH & Co. OHG Wien 100% EUR 35000 Nesti2 Osterreich GmbH Wien - 100% EUR 7 270 000 Azerbaijan Nestl4 Azerbaijan LLC Baku 100% 100% USD 2.00000 6eiarus- LLC Nestle Bel Minsk 100% 100% BYN 410 000 Belgium Nespresso Belgique S.A- Bruxelles 100% EUR - 550000 Nestle Belgilux S.A. Bruxelles 100°% __EUR -_, 3818 140 Nestle Catering Services N.V. Bruxelles_ 100% EUR 14 035 500 Nesild Waters Benelux S.A. Etalie 100% EUR 5 601 257 Bosnia and Herzegovina - Nestie Adriatic BH d.o.o- Sarajevo 100°% 100% T BAM 2151 154 Consolidated Einanciai Statements of the Nestle Group 2019 Financial Statements 2018 Consolidated Financial Statements of the Nestle [group 2018 152nd Financial Statements of Nestle S.A. Principal exchange rates CHF per 1 U5 Dollar - _.._ USD -- - - _- 1 Euro EUR 100 Chinese Yuan Renminbi CNY 100 Brazilian Reais BRL - 100 Philippine Pesos --� PHP 1 Pound Sterling GBP 100 Mexican Pesos MXN 1 Canadian Dollar --�- CAL) - _ - 100 Japanese Yen - -- JPY - - 1 Australian Dollar AUD 100 Russian Rubles W4 RUB 2018 2017 2018 2017 Year ending rates Weighted average annual rates -^ 0.986 0,977 0.979 0,984 1 128 1.168 1.154 1.113 ---- 14.335 _ 15.001 �r 14.776 14.523 ��- 25.448 29,531 26.663 30.796 1.877 -1.957 1.856 1.953 1.256 1.316 1.302 1.271 5.015 4,957 5.082 5.212 _ V 0-724 0.778 u 0,755 0.759 0.894 0.667 0.886 0,878 0.697 0.761 0.731 0.75.4 1.416 1.694 1.554 1,688 Consolidated Financial Statements of the Nestle Group 2018 65 Consolidated income statement for the year ended December 31, 2018 In millions of CHF Sales Other revenue Cost of goods sold Distribution expenses Marketing and administration expenses Research and development costs Other trading income Other trading expenses Trading operatinq profit Other operating income Other operating expenses Operating profit Financial inca-ne financial expense Profit before taxes, ass%igtes and)oint ventures Taxes Income from associates and joint ventures Profit for the year of which attributable to non -controlling interests _ of which attributable to shareholders of the parent (Net profitl - As percentages of sales Trac- rig operating profit Profit for the year att6butabie to shareholders of the parent (Net profit) Earnings per share (in CHF) 'rJor:i 2018 2017 91 439 89 590 311 332 [46 070) W (45 571) - - (8 469) -(20 (8 023) — 003) - (19 816) — f 11687) (1739) 4 37 112 �._.-f1606) 4 (1769) 3 13 789 13 277 _ a 2 535 379 - t - (2 572) - (3 500) 13752 10 156 5 _..5 - 247 152 (1 008) (848) 12 991 9 460 t 3 (3 439) — (2 773) 14 916 824 10 468 7 511 333 355 10135 7156 Basic earnings per share 35 Diluted earnings per share ---- - ---�---- _ 15 — 2017 re tatrd fig a res i rI de modiii alions as described in Nnta 1 Accovnting poileie-5 card related imparts in Note 22. 14.8% 8. % 3.38. — 2.31 3.36 2.31 66 Consolidated Financial Statements of the Nestle Group 2018 Consolidated statement of comprehensive income for the year ended December 81, 2018 In millions of CHF PJo,as 2018 2017 Profit for the year recognized in the income statement 10 468 7 511 Currency retranslatians, net of taxes 1 (1 004) (561) Fair value changes on avai€aide-for-sale; financial instruments, net of taxes 1 - (10) Fair value changes on debt instruments, net of taxes 17 (39) — Fair value changes on cash flow_ hedges, net of taxes _ 46 (55) Share of other comprehensive income of associates and Point ventures 14r17 (21) (240) Items that are or may be reclassified subsequently to the income statement (1 018) (866) Remeasurement of defined benefit plans, net of taxes - 10117 600 1 063 _ Fair value changes on equity instruments, net of taxes „ 17 4- _ - Share of other comprehensive income of associates and 'joint ventures 14117 117 52 Items that will never be reclassified to the income statement 721 1 115 Other comprehensive income for the year 17 (297) 249 Total comprehensive income for the year — 10 171 7 760 of wi itch attributable to non -controlling interests 218 _ 328 of which attributable to shareholders of the parent 99,53 7 432 2017 ms:i,ted figures includ-a mcdificalions as dnscrihed rn dote 1 Acconn[incq Pc469s and relatLd impacts in Note 22. Consolidated Financial Statements of the Nestle Group 2018 fi7 Consolidated balance sheet as at December 31, 2018 before appropriations In millions of CHF---- Assets Current assets Cash and cash equivalents Short-term investments Inventories Trade and other receivables Prepayments and accrued income Derivative assets Current income tax assets Assets held for sale Total current assets Non -current assets _ Property, plant and equipment - .Goodwill --------.--_.._� _. I�;ni�s 2018 1211E 12 6 4 bUU 5 801 —� - 7112 11 167 - 193 — - --- V � - 8 828 41003 0 Intangible assets 9 Investments in associates and joint ventures a Financial assets - -^- --- 12 Employee benefits assets to CUrrent income tax assets Deferred tax assets 13 Total non -current assets Total assets ' 2017 rpsta;ed fig.x s in; hide moeiricadons as described in Noic l Awounling policies and related impacts in Nile 22. -- 29 956 — 31 702^ 18 634 10 792 - -- -_-- 2 567 - 487 58 1 816 96 012 137 015 2017 7 938 _E55 9 177 12 036 573 231 31 884 30 777 29 746 20 615 11 628 6 003 392 --. - 62 2 103 101 326 133 210 68 Consolidated Financial Statements of the Nestle Group 2018 Consolidated balance sheet as at December 31, 2018 In millions of CHF Liabilities and oquity., Current liabilities Financial debt Trade and other payables Accruals and deferred income 2018 2017 12 14694 11 211 -VT2 17 800 18864 4075 4299 1 780 619 Derivative liabilities 12 448 u 507 Current income tax liabilities 2731 2477 Liabilities directly associated with assets held for sale 2 2502 12 Total current liabilities 43030 38199 Non -current liabilities Financial debt 12 25700 18566 Emploype benefits Eiab4ities 10 5919 7111 Pro -visions t1 1 033 1 147 Deferred tax liabilities 2540 3492 Other payables 12 390 2 47e Total non -current liabilities 35582 32792 Total liabilities 78612 70981 Equity 17 - — Sharecapital306 311 Treasury shares (6948) (4 b37} Translation reserve (20432) (1 9.41361 Other reserves (183) 989 Retained earnings 84820 83629 Total equity attributable to shareholders of the parent 57363 60956 Nion-controffing interests 1 040 1 273 Total equity 58403 62229 Total liabilities and equity 137015 133210 ConsoFdated Financial Statements of the, NestI6 Group 2018 69 Consolidated cash flow statement for the year ended December 31, 2013 In millions of CHF ?} iu 201F Operating activities - Operating profit ;6 13 762 Depreciation and amortization 16 3 924 Impairment _ _ 1 248 Net result on disposal of businesses A -� -� d Other non -cash items of income and expense -- v -- - -� 16 Cash flow before charipps in opeWling asse�s and liabilities Decrease/fincrease) in working capital Variation of other operating_ assets and liabilities is Cash generated from operations Interest paid Interest and dividend received Taxes paid Dividends and interest fron7 associates and joint ventures 14 Operating cash flow Investing activities 18 375 472 (37) 18810 2017 10 156 3 934 3 582 132 (186) 17 618 (244) 361 17 735 (664) - - - (609) 192 119 - _ (3 623) (3 628) �.-..-._-582 703 15 398 14 199 Capital expenditure a (3 869) (3 938) Expenditure on intangible assets 9 (601) (769) - -- - - - - Acquisition of businesses --- - - 2_ - (9 512) - (696) Disposal of businesses _ 2 4 310 140 Investments (net of divestments} in associates and joint ventures 14 728 1140) InflowsAoutflows) from treasury investments (5 159) 587 Other investing activities (163) (134) Investing cash flow (14 266) t4 950) Financing activities Diviidand paid to shareholders of the parent to 17 124) (7 126) Dividends paid to non -controlling interests (3191 (342) Acquisition fnet of disposal) of non -controlling interests 2 (528) (5526) purchase (net of sale) of treasury shares_ta) _ (6 854) (3 2_95) Inflows from bonds and other non -current financial debt 12 9 900 6 406 Outflows from bonds and other non-eurrent financial debt T _ 12 _ f2 712) (3 190► Inflows/(outflows) from current financial debt 12 3 520 (1 011) Financing cash flow (4 117) (9 084) Currency retranslations (313) (2171 Increase/Decrease) in cash and cash equivalents (3 298) (52) Cash and cash equivalents at beginning of year 7 938 7 990 Cash and cash equivalents at end of year _ 16 4 640 7 938 2017 restated figures include modifications as described in Mole 1 Accoun-iina polirieF and related impacts in Note 22. ial Mosrly rely:tes to ehp Share Buy -Back Program lavmhod i 2017. 70 Consolidated Financial Statements of the Nestle Group 2018 Consolidated statement of changes in equity for the year ended December 31, 2018 In millions of CMF o 4+ y M+ L C i -- tl @ @ a' tC O o- CO W O_ cc t0 @ � @ M rn L 97 N m @ i @ ' L m Isz C @ O +� 7 rr rn rq F m d Fr F N FQ` @ Equity as at December 31, 2016 as originally published 311 (990) (18 799) 1 198 82 870 64 590 1 391 65 981 First application of IFRS 15 — �. — — — (268) - _(268) —_ (268) First application of IFRS 16 — - - (189) (189) — (189) Other — — — — (61) (61) — (61) Equity restated as at January 1, 2017 ` 311 (990) (18 799) 1 198 82 352 64 072 1 391 65 463 Profit for the year * — — _ — — 7 156 7 156 ` 355 7 511 Other comprehensive income for the year * — --- (637) (209) 1 122 276 (27) 249 Total comprehensive income for the year * — — (637) (205) 8 278 7 432 326 7 760 Dividends — — — — (7 1261 (7 1261 (342) (7 468) Movement of treasury shares — (3 719) — — 113 (3 606) — (3 606) Equity compensation plans — 172 — --- -- (11) — 161 - 161— Changes in non -controlling interests lal — — _ 93 93 ('104) 01) Total transactions with owners — (3 547) — — (6 931) 00 478) (446) (10 924) Other movements — — — — (70) (70) — (70) Equity restated at December 31, 2017 311 (4 537) (19 436) 989 83 629 60 956 1 273 62 229 ' 2-" i 7 rc.;€ats--d Gaures include moditicalions as described in 1\atn 1 Accoi.ntin5 policies _nd related impacts in Note 22. ia) Movements reported under retsined earnings include the impact of the a"-uisi6ms [see Note 2.5; as Neli as put vpticn: for acquisitions of npn-control in.) interests - Consolidated Financial Statements of the Nestle Group 2018 71 k�" Statutory AUdItor'S Report To the General Meeting of Nestle S.A., Charn & Vevey Report on the Audit of the Consolidated Financial Statements Opinion We have audited the consolidated financial statements of Nestle S.A. and its subsidiaries (the Group), which comprise the consolidated balance sheet as at December 31, 2018, the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion the consolidated financial statements (pages 66 to 159) give a true and fair view of the consolidated financial position of the Group as at December 31, 2018, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) and comply with Swiss law. Basis for Opinion We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISAs) and Swiss Auditing Standards. Our responsibilities underthose provisions and standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, as well as the IESBA Code of Ethics for Professional Accountants, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters ® Revenue recognition Carrying value of goodwill and indefinite life intangible assets J, Income taxes Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 160 Consolidated Financial Statements of the Nestle Group 2018 Consolidated Financial Statements of the Nestle Group 2018 165 Companies of the Nestle Group, joint arrangements and associates In the context of the SIX Swiss Fxchange Directive on Information relating to Corporate Governance, the disclosure criteria of the principal affiliated companies are as follows: — operating companies are disclosed if their sales exceed CHF 10 million or equivalent; — financial companies are disclosed if either their equity exceeds CHF 10 million or equivalent and/or the total balance sheet is higher than CHF 50 million or equivalent; — joint ventures and associates are disclosed if the share held by the Group in their profit exceeds CHF 10 million or equivalent and/or the Group's investment in them exceeds CHF 50 million or equivalent Entities directly held by Nestle S.A. that are below the disclosure criteria are listed with a'. All companies listed below are fully consolidated except for: 11 Joint ventures accounted for using the equity method; 21 Joint operations accounted for in proportion to the Nestle contractual specified share (usually 50%}; sl Associates accounted for using the equity method. Countries within the continents are listed according to the alphabetical order of the country names_ Percentage of capital shareholding corresponds to voting powers unless stated otherwise. A Companies listed on the stock exchange 0 Sub -holding, financial and property companies Companies City Europe Austria Galderma Austria GmbH lint Nespresso Osterreich GmbH Co. OHG Wien Nestle asterreich GmbH f-- Wien Azerbaijan Nestle Azerbaijan LLC Baku Selarus LLC Nestle Bel Minsk Belgium Centre de Coordination Nestle S.A. Nespresso Belgique S.A. Nestle Belgilux S.A. _ Nestle Catering Services N.V. Nestle Waters Benelux S.A, Bosnia and Herzegovina Nestle Adriatic BH d.o.o. Bruxelles — -- Bruxelles �--- _ 8.ruxelies — Bruxeii$'s- Etalle Sarajevo % capital % ultimate shareholdings capital by Nestle S.A. shareholdings Currency Capital 100% EUR 35 000 - 10g% EUR 35 000 34.4% 100% EUR 7 270 000 100% — 100% 100% 100% USD 200 000 100% BYN 410 000 100% EUR 100% EUR 100% EUR 1000/0 _ EUR 100% EUR 100% BAM 2 310 084 443 550000 64 924 438 14 036 500 21551 168 Consolidated Financial Statements of the Nestle Group 2016 Financial, Statements 2017 MeRU6 Consolidated Financial Statements of the Nestle' group 2017 151 st Financial Statements of Nestle S.A. Principal exchange rates CHF per 1 US Dollar 1 Euro 100 Chinese Yuan Renminbi 100 Brazilian Reais _ 100 Philippine Pesos T 1 Pound Sterling T 100 Mexican Pesos _ 1 Canadian Dollar 100 Japanese Yen T - 1 Australian Dollar 100 Russian Rubies 2017 2016 2t}17 2016 Year ending rates Weighted average annual rates USD 0.977 - 1.023 0.984 --- 0.985 EUR 1.168 1.075 1.713 1.090 CNY - - - - _. 15.001 14.715 14.593 14.838 BRL 29.531 31.283 30.796 28.583 PHP 1257 2.064 1.953 2.075 Gap -^- 1,316 - 1.255 1.271 - - 1.331 MXN --- - 4.957 -`0.778 4.938 5.212 5.279 CAD 0.758 0.759 0.745 JPY - 0.867 0.874 - 0.879 0.907 AUD ----- - 0.761 0.738 0.754 Y RUS 1.694 1.685 1.68E 1.485 Consolidated Financial Statements of the Nestle Group 2017 63 Consolidated income statement for the year ended 31 December 2017 In millions of CHF Sales Other revenue Cost of goods sold Distribution expenses Marketing and administration expenses_ Research and davelopme_nt casts _ _ Other trading income Other trading expenses Trading operatinq profit Other operating income Other operating expenses Operating profit Financial income Financial expense Profit before taxes, associates and joint ventures Taxes Income from associates and Wnt ventures Profit for the year T of which attributable_ to non -controlling interests_ Of which attributable to shareholders of the parent {Net profit) As percentages of sales Trading operating profit Profit for the year attributable to shareholders of the parent (Net profit) Earnings per share (in CHF) Basic earnings per share_ Diluted earnings per share of 2017 2016 3 89 791 89 469 — - 330 3.17 (44 923) (44 199) (8 205) (8 059) (20 540) (21 485) 4 (1607) (713) a 13 233 13 693 4 379 354 4 (3 500) (884} 10 112 13 163 s — 152 121 — (771) (758) 9 493 12 526 t3 (2 779) (4 413) 4 824 770 7 538 _., . . 8 883 355 352 7 183 8 511 14.7% 15.3% 8.0% 9.5% 2.32 �-----�-- _2.76 2.32 2.75 64 Consolidated Financial Statements of the Nestle Group 2017 Consolidated statement of comprehensive income for the year ended 31 December 2017 In millions of CHP Profit for the year recognised in the income statement Currency retranslations, net of taxes Fair value adjustments on avaifable=for-sale financial instruments, net of taxes Fair value adjustments on cash flow hedges, net of taxes T Share of other comprehensive income of associates and joint ventures Items that are or may be reclassified subsequently to the income statement Remeasurement of defined benefit plans, net of taxes Share of other comprehensive income of associates and joint ventures Items that will never be reclassified to the income statement Other comprehensive income for the year Total comprehensive income for the year of which attributable to non -controlling interests of which attrbutabfe to shareholders of the parent T ^-- Notes 2017 2016 7W 8883 17 (658) 1033 17 {1Q) 16 _t 7 (55) -- i 1) ran? - (240) I1541 (863) 894 1Qft7 1 063 _ ` (143) ta117 52 (10) 1 115 i7 252 741 7 790 9 624 — 328 343 7 462 9 281 Consolidated Financial Statements of the Nastte Group 2017 65 Consolidated balance sheet as at 31 December 2017 before appropriations fn millions of CHF - - Assets Current assets Cash and cash equivalents Short-term investments Inventories Trade and other receivables Prepayments and accrued income Derivative assets Current income tax assets Assets held for sale Total current assets Non -current assets Property, plant and equipment Goodwill Intangible assets Investments in associates and joint ventures Financial assets Employee benefits assets Current income tax assets ❑ef,r red tax assets Total non -current assets Total assets moles 2017 2016 12rt6 7 938 7 990 12 655 7 306 6 9 061 8 401 ^ 7112 12422 f 12411 607 573 t 2 231 - - 550 --.-- — � -_,3 919 786 - - 357 25 32 190 32 042 ------^. --- --- _s 27 775 27 554 5 -- — - - 29 748 33 007 9 --- 20 615 20 397 _----- tit J - 11628 .._.. _._..10709 12 -- 6 003 5 719 10 -- - 392 310 sz 114 t3 1 967 2049 98 190 99 859 130 380 131 901 66 Consolidated Financial Statements of the Nestle Group 2017 Consolidated balance sheet as at 31 December 2017 In millions V CHF Naas 2017 2016 Liabilities and equity Current liabilities Financial debt 12 10536. 12118 Trade and other pay@ bles -1/12 18872 18629 Accruals a.d deferred income 4094 8855 Provisions 11 863 620 Derivative liabilities 12 507 1068 Current income tax liabilities 1 170 1 221 Liabilities directly associated with assets hold for sale 9. 12 6 Total current liabilities 36054 37517 Non -current liabilities Financial debt 12 15932 11 091 Employee benefits liabilities— 10 7111 ___ 8420 Provisions 2445 2640 Deferred tax liabilities 12 3559 3865 Other payables 12 2 502 - — 2387 Total non -current liabilities 31 549 23403 Total liabilities 67603 65920 17 Share capital 311 311 Treasury - - shares (4537) . 990) Translation reserve (19433) (187991 Other reserves 989 1 198 Retained aarnings 84 174 82370 Total equity attributable to shareholders of the parent 61 504 64590 Non -controlling interests 1 273 1 391 Total equity 62 77- 7 65981 Total liabilities and equity 130380 131901 Consolidated Financial Statements of the Nesfliei Group 2C17 57 Consolidated cash flow statement for the year ended 31 December 2017 In millions of CHF Operating activities Operating profit Depreciation and amortisation lrnpairment Net result on disposal of businesses _ Other r�on-cash items of income and expense Cash flow before changes in operating assets and liabilities Deerease/(increase) in working capital Variation of other oporatinq_assets and liabilities Cash generated from operati9ns Ne-i cash flows from treasury activities Taxes paid Dividends and interest from associates and joint ventures Operating cash flow _ Noi-s 2017 2016 is 10 112 13 163 15 — 3 227 3 132 3 557 640 .t 182 - (185) 35 16 843 16 970 tG (243) 1801 _ t r. 393 54 16 993 18 825 1E (423) (327) 666) ----582 _. j3 43b) 619 13 486 15 582 Investing activitiesT�- Capital expenditure, — Expenditure on intangibEe assets _ -A _ _ ° — Acquisition ofbusinesses-- - -- Disposal of businesses _ 2 Investments {net of divestments) in associates and joint ventures i4 Inflowsl(autflows) from treasury investments - -- - - Other investing activities Investing cash flow Financing activities Dividend paid to shareholders of the parent Dividends patd to rron-controlling interests Acquisition (net of disposal) of non -controlling interests — Purchase (net of sale) of treasury shares (a) Inflows from bonds and other non -current financial debt _ Outflows from bonds and other non -current financial debt _ Inflowsl(outflows) from current financial debt Financing cash flow Currency retranslations Increasel(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of vear Cash and cash eq Slants at end v ar _ laj In 20t 7. aG 1y relates to the Share Buy -Bach Prograrmm�. launched in 2017. 139341 - - (4 010) (769) (682) (696) - �^ (535) 141) 271 (140) (748) 593 (335) (134) (34) (4 940) (6 123) 17 --- (7 126) (6 937) (342) (432) (3 295) 760 12 6 406 1 695 12 (2 489) (1 430) (1 OD9) 1 368 184) - (217) (769) (52) 3106 7 990 4 884 7 938 7 990 68 Consolidated Financial Statemanis of the Nestle Group 2017 Consolidated statement of changes in equity for the year ended 31 December 2017 In millions of CHF c y o O o) 4 —0 cc oc (D =� t1 H l m i C 0 Cr rLn Q 1z F Equity as at 31 December 2015 319 (7 489) (19 851) 1 345 88 014 62 338 ] 648 53 986 Profit for the year _ _ - - - - 8 531 8_531_ 352 8 383 Other comprehensive income for the year - T - 1 052 (148) (1541 750 (9) 741 Total comprehensive income for the year - - 1 052 (148) 8 377 9 281 343 9 624 Dividends - - - - (6 R37) (6 937) (432) (7 369) Movement of treasury shares -_ - 803 - - (27) 776 - 776 Equity compensation plans -- -. -T - 207 - - (27} 180 - 180 Changes in non -controlling interests -..._..._.-_-_ _ (991} (991) �- (168) (1159) Reduction in share capital IN - -- ($) 5 489 — — (5 481 ) - Total transactions with owners - - (8) —6 499 _ - - (13 463) (6 972) 1600) (7 5572) Other movements - - 1 (58) (57) _ - (67) Equity as at 31 December 2016 311 (9901 (18 799) 1 198 82 870 64 590 1 391 65 981 Profit for the year - - - 7 183 7 183 355 7 538 Other comprehensive income for the year - (634) (209) 1 122 279 127) 252 Total comprehensive income for the year - -- (634) (209) 8 305 7 462 328 7 790 ❑ividends - - - - (7 126) (7 126) (342) (7 468) Movement of treasury shares - - - - - - _ __ (3 719) _.. --. - . ----_ - 113 (3 6fl6) - 13 606) Equity compensation plans - " - --- 172 _._......- - - 01) - 161 -- - 161 Changes in non -controlling interests tas Total transactions with owners - (3 5471 - - (S 931) {70478) (446) (1Q 924) Other movements - - - (70) (70) - (701 Equity as at 31 December 2017 311 (4 537) (19 433) 989 84 174 61 504 1 273 62 777 (a) MOVernents reported under raWned e -ntngs include the impact cf the acquisitions (sec Note 2.5j as ,veil as pat Options For acquisitior..s of non-ronirolling interests. {b) Reduction in share- Capital, sec Note 17.1- Consolidated Financial Statements of the Nestle Group 2017 69 k;" Statutory Auditor's Report To the General Meeting of Nestle S.A., Chain & Vevey Report on the Audit of the Consolidated Financial Statements Opinion We have audited the consolidated financial statements of Nestle S.A_ and its subsidiaries (the Group), which comprise the consolidated balance sheet as at 31 December 2017, the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows forthe year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion the consolidated financial statements (pages 64 to 142) give a true and fair view of the consolidated financial position of the Group as at 31 December 2017, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with international Financial Reporting Standards (IFRS) and comply with Swiss law. Basis for Opinion We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISAs) and Swiss Auditing Standards. Our responsibilities under those provisions and standards are further described in the Auditors Responsibilities for theAudit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, as well as the IESBA Code of Ethics for Professional Accountants, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters ® Revenue recognition Carrying value of goodwill and indefinite life intangible assets .K Income taxes Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 144 Consolidated Financial Statements of the Nestle Group 2017 Financial information - 5 year review In millions of CHE (except for date per share and employees} 2017 Results Sales 89 791 UnderlyinV Tradinq operating profit * 14 729 as % of sales 16.4% Trading operating profit 13 233 as % of sales 14.7% Taxes _ 2 779 Profit for the year attributable to shareholders of the parent Met profit) f J � 7 183 as % of sales 8.0% Total amount of dividend - -- - - - - ---- 7 216 M Depreciation of property, plant and equipment 2 853 Balance sheet and Cash flow statement Current assets Non -current assets - Total assets Current liabilities W Non -current liabilities Equity attributable to shareholders of the parent T Non -controlling interests- - Net financial debt Ratio of net financial debt to equity (gearing) Operating cash flow as % of net financial debt Free cash flow Capital expenditure - - -- -- --- - - --- - -- - — .... as % of sales -- - - Data per share 2016 89 469 14 307 16.0% 13 693 7 5.3% 4 413 ' 8 531 9.5% 7126....— 2795 - — 32 190 32 042 _ 98 190 99 859130380 _— 131 901 - 36 054 37 517-- 31 549 28 403 - 61 504 64 590 -_ 1 273 1 391 17 675 13 913 _ 21.5% 13 486 15 582 75.4% 112.0% - 8609 10 108 3934 — 4 010 -. -- 4.4% 4.51 /6 Weighted average number of shares outstanding fin millions of units) 3 092 3 0-91 - Basic earnings per share 2.32 2.76 Underlying earnings per share * -- rn --- _ - 3.55 3.40 Dividend 2.35 lut 2.30 Pay -out ratio based on basic earnings per share 101.3%a M Stock prices (high) �- --- - - -- -- — 86.40 - - - Stock prices (low) - -- 71.45 _ Yield wl -- --- -- -- 2-7/3.3 Ili Market capitalisation 256 223 Number of employees (in thousands) 323 Certain rnancial performancn measures, that are not defined by IFM1 , are vsad by management to assess the finnrcial and oaaradural perfo*tnanre ul the Group- i ne "Alternativr: PPOcrmance Measures" document published under https:ll-.vniw.nestie_comlirnfestorslpublications provides the dcfinitian of these non-IFBS financial performance measures. lsl Calf: Jared on the basis of the dividend for the year rot-ceraed, which is paid in the io4owinn year, and on hitdh/inw stock pri,-as- (b'r As prcpOsed by the Board of Directors of Nestle S.A. 67.00 2.9/3-4 226 310 328 150 Consolidated Financial Statements of the Nestle Group 2017 Companies of the Nestle Group, joint arrangements and associates In the context of the SIX Swiss Exchange Directive on Information relating to Corporate Governance, the disclosure criteria of the principal affiliated companies are as follows: — operating companies are disclosed if their sales exceed CHF 10 million or equivalent; — financial companies are disclosed if either their equity exceeds CHF 10 million or equivalent and/or the total balance sheet is higher than CHF 50 million or equivalent,- - joint ventures and associates are disclosed if the share held by the Group in their profit exceeds CHF 10 million or equivalent and/or the Group's investment in them exceeds CHF 50 million or equivalent Entities directly held by Nestle S.A. that are below the disclosure criteria are listed with a °. All companies listed below are fully consolidated except for: 11 Joint ventures accounted for using the equity method; 1) Joint operations accounted for in proportion to the Nestle contractual specified share (usually 50%); 3i Associates accounted for using the equity method. Countries within the continents are listed according to the alphabetical order of the country names. Percentage of capital shareholding corresponds to voting powers unless stated otherwise. a Companies listed on the stock exchange 0 Sub -holding, financial and property ccmpanies Companies City Europe Austria Galderma Austria GmbH Linz Nespresso Osterreich GmbH Ft Co. OHG Wien Nestle Osterreich GmbH Wien Azerbaijan Nestle Azerbaijan LLC — Baku Belarus LLC Nestle Bel — - Minsk Belgium v— Centre de Coordination Nestle S.A. Nespresso Belgique S.A. Nestle Belgilux S.A. Nestle Catering Services N.V. pestle Waters Benelux S.A. -- Bosnia and Herzegovina _ Nestle Adriatic BH d.o.o. Q Bruxelles % capital % ultimate shareholdings capital by Nestla S.A. shareholdings Currency Capital -- -- 1000/0, EUR 35 000 - - 100% FUR 35 000 34.44✓a 1000/0 EUR 7 270 000 10(le/a 100% USD 200 000 _ 100% 10011/0 BYN 410 000 Bruxeiles --- Bruxelles- - Bruxelles — -- T Etalle -- Sarajevo 91.5% 100% 56-9% 1{)O% 1=UR 4 298 971 818 100% EUR 550 000 100a/e EUR 64 924 438 100% 14 035 500 __EUR 100% EUR --� 5 601 257 100% 100% BAM 2151 152 Consolidated Financial Statements of the Nestle Group 2017 Installation Plan Installation Plan Nestie Waters Proposed Service Plan focuses on ensuring EQUALIS GROUP key service criteria are met in the most cost- effective manner possible. Proposed Step #1- Initial Planning Meeting: The most important first step to providing cooler services is the development of a mutually agreeable implementation and conversion action plan. At Nestle Waters we prefer to work side -by -side with each key EQUALIS GROUP contact to develop the "right" transition plan, which includes as a minimum; formal time tables, staffing plans/assignments and contingency plans. Therefore prior to initiating any work, Nestle Waters recommends a formal meeting with all key EQUALIS GROUP contacts, considered the key shareholders in this new program. For this meeting, the Nestle Waters' EQUALIS GROUP divisional project manager, each dedicated Nestie Waters' EQUALIS GROUP Agency - specific account manager. Proposed Step #2 — Mutually Agreeable Action Planning: The critical component to Nestle Waters proposed services is the use of a mutually agreeable action plan. The primary objective is development of specific water filtration cooler installation and bottled water cooler conversion schedules for each EQUALIS GROUP Agency. Our ultimate goal is to develop an installation schedule focusing on priority locations as defined by EQUALIS GROUP, high cost bottle water cooler usage locations, and the proximity to other cooler locations. Proposed Step #3 — Preliminary Site Surveys: Once an installation schedule is agreed upon, Nestle Waters would conduct preliminary site surveys at select EQUALIS GROUP locations to ensure all key parties are in agreement with installation objectives and fully understand what is considered "acceptable" installations by the EQUALIS GROUP. In addition, these preliminary site surveys provide excellent opportunities to identify any significant installation challenges that may arise, along with reviewing previously related efforts that were well received by the EQUALIS GROUP (and should be considered going forward). Proposed Step #4 — Preliminary Findings Review: Upon completion of all preliminary site surveys and installation/conversion scheduling, we recommend conducting a follow-up status review meeting with all key EQUALIS GROUP personnel to address any needed revisions to the initial action plan as previously agreed upon. This meeting will allow all parties to address any unforeseen circumstances that may have been identified to date and incorporate any new findings. Proposed Step #5 — Installation: Due to the depth of resources available to the EQUALIS GROUP from Nestle Waters, along with the overall structure of our Water Filtration Services, we will be pleased to initiate and complete installation of water filtration coolers simultaneously at multiple EQUALIS GROUP locations. Proposed Step #6 — Installation Recap: Upon completion of initially required installations the Nestle Waters account management team suggest a status review meeting with key EQUALIS GROUP personnel to; ensure the mutually agreeable action plan is considered effective and on schedule, identify any unforeseen service needs and revise the overall service strategy as required, thus ensuring continuous improvement going forward. Susta*inability Creating Shared Value Individuals and families Communities Planet Reporting and governance @oo&O Our 2020 commitments and progress 0i0 Launch more foods NOApply and explain 0*0 Rudd and share and beverages that are nutrition infonnatio❑ on nutrition knowledge nutritious, especially fot packs, at point -of -sate from the firsi100Ddays mothers -to -be, new and online through la healthy aging mothers, and infants and children •00Offer guidance oil 94OSuildbiomedical portiens for our products science Icading to 990 Further decrease health -promoting sugars, sodium and 0410 Leverage our products, personalized saturated fat marketing efforts to nutrition and digital promote healthycocking, solutions 0001ncrease eating and lifestyles vegetahies,fiber-rich — -- --- — grains, pulses, nuts and 640Empoworparents, se6ds in ourfoodsanrl caregivers and teachers beverages to foster healthy behaviors in children 000 Simplify our ingredient lists and 00OSupport remove artificial colors breastfeeding and protect it by continuing SOCAddress toirnplementan under -nutrition through industry -leading policy minronutrient to market breast -milk fortification substitutes responsibly •00Inspire people to choose water to lead healthier lives 000 Partner for promoting healthy food environments •*O Improve farm 0SOAssess and NG Roll out our Nestle economics amongaha address human rights needsYoUthinitiative farmers who supply us impacts across our across all our operations business activities NOfimprove food availability and dietary diversity among the farmers who supply us 000 implement responsible sourcing in our supply chain and promme anrmal welfare 0*0 Continuously improve our green coffee supply chain 000 Roll out the Nestle Cocoa flan with c000a farmers NOlmprove. workers' livelihoods and protect children in our agricultural supply chain NO Enhance a culture of integrity across the organization 000 Provide effective grievance mechanisms to employees and stakeholders 000 Fnhance gender balance in our workforce and empower women across the entire value chain Status of our commitments *00 New 000In progress •a® Achieved 00O Work to achieve 0*0 Provide climate *00Improve the water efficiency and change leadership environmental sustainability across our performance of our operations 000Promote packaging transparency and •OOAdvocatofor proactivo,long-term 1110IIIIIOReducefoodloss effective water policies engagement in and waste and stewardship climate policy 090 Engage with 960Advocate for suppliers, especially healthy workplaces and those in agriculture healthier employees 000 Raise awareness on water conservation and improve access to watorand sanitation across our value chain 000 Provide: meaningful and accurate environmental information and dialogue 000 Preserve natural capital tree w s.ip Mr. rrrwnn xn nc�..co w, narvnr ixm ,r�wimu ,.r 17 nT2'E Westle Waters RECYCLING RATE FOR SINGLE SERVE PET PLASTIC BOTTLED WATER CONTAINERS HAS DOUBLED IN THE LAST TEN YEARS 16.7% Izoael 299% 33.4% i2a�el Greaterthan the recycling rate for PET products in general (only 29% in 2017). SOUREE; F{T1Psai�A�'WW.RO}7TFOWATER.nHG/Fpi1CAIIONIRFEYCIING WE ARE A LEADER IN WATER, PACKAGING, AND ENVIRONMENTAL STEWARDSHIP. BOTTLED WATER 0.011 % LIVESTOCK <1% DOMESTIC SELF SUPPLY 1% MINne 2% AGRICULTURE 3% INDusTm 40/6 OF ALL WATER USED IN THE U.S., BOTTLED WATER PRODUCTION USES AN EXTREMELY SMALL AMOUNT OF WAT JUST 0.011 0 S"MCE: HTTRS;1l VM.ROTTLFOWA EH.oRrAVATFR-115F ALLIANCE FOR WATER STEWARDSHIP By 2025, we will certify all of our factories using the rigorous global Alliance for Water Stewardship Standard. Currently, all 5 of our California factories have been certified, making us the first company in North America to achieve certification. 1L9.X .4'?'. PANNAin � AMOUNT OF WATER USED TO PRODUCE 1L OF PRODUCT 850L 570L 300L <3L NESTLE BEER SOFT ORANGE WATERS DRINKS JUICE suL1RCF- NESTLE WATERS (1301 TIED WATER} WATER FDO TRRIN i NETWORK iOTHFR RFVmAGFS MIT SOFT DRINKS): W WF {FOR SOFT DRINKS) We sustainably source our water based upon local hydrological conditions. We ensure this through a monitoring program as audited under the Alliance for Water Stewardship Standard and led by teams of engineers, geologists, and hydrogeologists. p�iaoiA'"., Nesae' fire LifC 'DEERI aP tit >AN,NA s+ apeueewp OUR 0.5L BOTTLES ARE 25_ 24g 60% LIGHTER ,Ir 21g ,,, THAN THEY WERE IN 1990 cusp B 14.88 13.5q S 9.14g 8.859 8.45g Q ase nH uee � amc mia mi. my !letle Waters VILE ARE A LEADER IN WATER, PACKAGING, AND ENVIRONMENTAL STEWARDSHIP. CREATING BOTTLES FROM RECYCLED BOTTLES we use past -consumer recycled plastic in many of our products, including some of our Arrowhead, Deer Park, Nestle Pure Life, and Ozarka battles. - a DESIGNED 6-151�6 FOR RECYCLING We design all of our bottles to be IMrecyclable. �z . ENCOURAGE ® AND ENABLE r #F RECYCLING We work with industry groups and consumers to increase recycling rates and expand access to recycling. PAPER GLASS MEFat C L (? S E E)In 2017, we pledged S6 million to the Closed Loop Fund, Including How2Recycle labeling on our products L�"�J. to help finance recycling infrastructure projects and educates and encourages consumers to recycle more H owl Recycle P f f nd community recycling programs across the U.S. and contributes to a more resilient recycling system. _ From 2012 through 2017, we have RECYCLED, REUSED or RECOVERED 9 0OF/0 of the waste generated in our factories. OPTIMIZING TRANSPORTATION Since 2016, we've shipped same of our Poland Spring products by rail rather than on trucks. This has helped us REDUCE ROAD MILES BY OVER 1 MILLION MILES since the project started. OUR GOAL AEI�1B0% WABLE ENERGY j within the Eshortest wvvw.therelOO.org practical timescale. Branch Locations Branch Locations ATLANTA AUSTIN BAKERSFIELD BALTIMORE BRIDAN ENTERPRISES BRISBANE CALVERTON CAPE COD CARLSTADT CHARLESTON CHARLOTTE CHATSWORTH CHESAPEAKE CHICAGO COLTON DALLAS DAVENPORT DENVER Factories DENVER DRACUT EL MONTE ELMSFORD FRAMINGHAM FT MYERS GARDENA GETTYSBURG GREEN VALLEY GREENSBORO GREENVILLE INDIANAPOLIS JACKSONVILLE JAMAICA JERSEY CITY JUPITER LAKEWOOD LANHAM LIVERMORE LIVONIA LONG ISLAND CITY LORTON LOS ANGELES MELBOURNE MILPITAS MIRAMAR N DIANAPOLIS NEWBURGH NORTH HAVEN NORTH HOUSTON NORTHBROOK NORTON ORANGE ORLAN DO PALM SPRINGS PENNSAUKEN PHOENIX RALEIG H SACRAMENTO SALI NAS SAN ANTONIO SAN DIEGO SANTA MARIA SARASOTA SHENANDOAH SOM ERSET SOUTH HOUSTON SPRINGFIELD SYOSSET TAM PA TRAPPE VALLEJO VENTURA WACO WESTBROOK WOODRIDGE Safety 4" MARSH Aurora Ramos Nestle Waters North America Holdings, Inc. 1812 N. Moore Street Arlington, VA 22209 June 3, 2020 Subject: Nestle Waters North America Dear Aurora: Ethern Djokic Senior Client Representative Marsh USA Inc. 1166 Avenue of the Americas New York, NY 10036-2774 +1 212 345 7942 ethem.djokic@marsh.com www,marsh.com This letter is to confirm that the Experience Modification Rating (EMR) factor for Nestle Waters North America Holdings, Inc. taken from NCCI and Rating Bureaus are as follows: STATE Interstate CA NJ PA Sincerely, Effilam V 11112019-2020 11112020-2021 — updated �f 0.50 0.47 .69 .84 .902 .902 tentative .636 .660 Ethem Djokic Senior Client Representative /mm Encl. Cc: Kathy Nieto Kristy Dreher MARSH & MCLENNAN SOLUTIONS ... DEFINED, DESIGNED, AND DELIVERED. COMPANIES OSHA's Form 300A (Rev. 0112004) Summary of Work -Related Injuries and Illnesses All establishments covered by Part 1904 must compiele this Summary page, even if no injuries or illnesses occurred dunng the year. Remamberto review the Log to verity that the entries are complete Using Me Log, count the individual entries you made for each category. Than write the totals below, making sure you1re added the entries from every page of the log. If you had no cases write "0." Employees former employees, and their representatives have the right to review the CSHA Form 300 in its entirety. They also have limited access to the OSHA Form 301 or its equivalent. See 29 CFR 1904,35, in OSHA's Recordkeeping role, for further details on the access provisions for these forts. Number of Cases Total number of Total number of Total number of cases Total number of deaths cases with days with job transfer or other recordable away from work restriction cases 0 18 93 15 (G) (H) (1) M Number of Days Total number of Total number of days of days away from job transfer or restriction umrk 625 2633 (K) {L) Injury and Illness Types Total number of,.. (M) (1) Injury 66 (4) Poisoning 0 (2) Skin Disorder 1 (5) Hearing Loss 0 (3) Respiratory Condition 0 (6) All Other Illnesses 59 Establishment information Your establishment name Nestle Waters North America Street 900 Long Ridge Road, Bldg 2 City Stamford State Connecticut Industry description (e.g., Manufacture of motor truck trailers) Bottled Water Delivery Standard Industrial Classification (SIC), if known (e.g.. SIC 3715) 5 9 e 3 OR North American Industrial Classification (NAICS), if known (e.g„ 336212) 4 5 4 3 9 0 Employment information Annual average number of employees 3,168 Total hours worked by all employees Iasi year 7,581,625 Sign here Knowingly falsifying this document may result in a fine. Year 2019 400 U.S. Department of Labor Occupational Safety and Health Administration Form approved DMH no. 1218-0176 Zip 06902 I certify that 1 have examined this document and that to the best of my knowledge the entries are true, accurate, and complete. Company executive Director SHE 4file 856-532-2753 319=20 Post this Summary page from February t to April 30 of the year following the year covered by the form Phone Date Public reposing burden for this collection of in'ormalion is estimated to average 58 minutes per response, including lime to review the instruction, search and gather the data needed, and compiele and review the collection of info malion. Persons are not required to respond to the collection of information unless It displays a currently valid OMB control number If you have any comments about "se esllmatas or any aspects of this data collsobon, contact: LIS Department of Labor. OSHA Office of Slatlellos, Room N-3544, 2W Consduliun Ave. NW, Washbilton, DO 20210, Co not send the corrpleted forms to this office. Value Added Value Added ReadyRefresh will do the following within 90 days of being awarded to promote the program within the State of Texas, and also ensure awareness within our organization for the US. -Create a 1 page "sell sheet" detailing the program -Utilize all ReadyRefresh Salespeople (12) in the State of Texas to contact (phone or email) eligible schools/ISD's -Communicate the program to all ReadyRefresh salespeople nationally (80) for potential use throughout the US -Mass Emails to all deliverable locations in Texas -See Visual below ReadyRefresh Marketing Plan if awarded I J ID All Contacts @ Deliverable ISD's I Create Sell Sheet ❑ B. Geibler ❑ G. Blankenship ❑ B. Geibler ❑ G. Blankenship Communicate to all ❑ B. Geibler KADIV1's in country I KAQM's contact all ❑ KADM Schools *KADM = Key Account Development Manager Certificates Certificate of Registration This is to certify that the food safety managemenT system of Nestle Waters North America Main Site: 4715 Mountain Creek Parkway, Dallas, Texas 75236, USA has been assessed and registered by lntertek as conforming to the requirements of. FSSC 22000 Certification Scheme for Food Safety Management Systems including ISO 22000.2005,1SOfrS 22002-1:2009 and additional FSSC 22000 requirements. Ths CeMG3 e Is paufded art me natG of the FSSC 220M rP 1=21on se WM. verum 3, "khed 10 Aprr, MUL Tie oeW=om gslm wnw= ar an anrel aWt ri themadsa" mamgeMK@ spsmmeaaa an amcreu7+erC3bW orur PRP d nanW and aWlmai mq mmn as tidvded tE me Wore alx1 KXM 2EG2-1. The food safety management system is applicable to Manufacture of spring water, distilled water, drinking water with mineral W4ect and purified water. Ski, t T6- �„x".,r� Category code psorrs ZWIM13r CiV CerK=te Number: oo13471-02 - FSSC 2 CiCiG Date of oesrsrs#ean deotsim 5 0ctaber 2917 initial Cerfifir bon Date- 3 November 2011 ,iy y {,gyp Reissuing Date: 5Oc%Wr 2017 kt&*k QYfficaffonpp C4mfiicabe Expiry Date: 2 November XM P O Fhr T l a SE-W 22 Kd36 Sweden Ell n the `.�•ran¢�aiR mVl�etatLR�['f�hMilMOi110lAI$VI�ROIInCt GelR ilO nYk G1YY t�xmd�c�ElR eke 4��Was Cvtl[sYon Apts^�eR TThmtll�et '�R`AG4L.RCC CYr up�llmmrf sraao-n ®mr�x rm teses`�2a:�--orb ar rm�-+�tU� vaub�+mae axm^�eQ va ene�r ¢m!�.vewrmmne,�-m�evbs soRigl6emtlem tre,�t was �rmmne. f ne �mr� rratis or vmenv �4MtryL o Wnm emmor,eunea inrn x�t �tN Intemationa(BottCedWater,4ssociatiol,z d THIS IS TO CERTIFY THAT Nestle Waters North America Inc. IS A MEMBER OF THE INTERNATIONAL BOTTLED WATER ASSOCIATION IN THE BOTTLER CATEGORY AND IS ENTITLED TO ALL RESPECTIVE MEMBERSHIP SERVICES DURING THE YEAR 2020 158 MEMBERSHIP IDENTIFICATION NUMBER AS BW, Imcmational [Bottled WaterAssociation CHAIRMAN, IBWA PRESIDENT, IBWA How did we achieve Carbon Neutrality? So, what does that actually mean? Well, now you can enjoy the same convenient beverage delivery service knowing that we're committed to serving our customers through a more sustainable operation EMISSIONS RFOUCTlOM OFFSETS NEUTRALITY What are we going to do next? In addition to reducing our absolute emissions through delivery innovations, 'filien it comes to protecting the environment, there is always more we can fleet changes and other projects, we are also working with several forestry do Our next goal is to become a Zero Waste to Landfill company —an ethical. and landscape projects to offset the areas of our business that still leave economical and efficient way of transforming discarded materials into room for Improvement, resources for others to Use Stay Tuned and Stay Hydratedl ATTACHMENT A: Requirements for Lead Agency Agreement To be administered by Equalis Group The following exhibits are used in evaluating and administering Lead Agency Agreements and are preferred by Equalis Group. Redlined copies of the exhibits should not be submitted with the response. Should a respondent be recommended for award, these exhibits will be negotiated and executed between Equalis Group and the respondent. Respondents must select one of the following options for submitting their response and submit this oaae oniv. ❑ Respondent agrees to all terms and conditions outlined in each of the following exhibits Respondent wishes to negotiate directly with Equalis Group on terms and conditions outlined in each of the following exhibits. Negotiations will commence after sealed bids are opened and Region 10 has determined the respondent met all requirements in their response and may be eligible for award. • Equalis Group Exhibit A - EQUALIS CROUP RESPONSE FOR LEAD AGENCY AGREEMENT • Equalis Group Exhibit B - EQUALIS GROUP ADMINISTRATION AGREEMENT • Equalis Group Exhibit C - EQUALIS GROUP MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT • Equalis Group Exhibit D - EQUALIS GROUP CONTRACT SALES REPORTING TEMPLATE Equalis Group Page 1 of 10 OPEN RECORDS POLICY ACKNOWLEDGMENT AND ACCEPTANCE Be advised that all information and documents submitted will be subject to the Public Information Act requirements governed by Chapter 552 of the Texas Government Code. Because contracts are awarded by a Texas governmental entity, all responses submitted are subject to release as public information after contracts are executed. If a Respondent believes that its response, or parts of its response, may be exempted from disclosure to the public, the Respondent must specify page -by -page and line -by-line the parts of the response, which it believes, are exempted from disclosure. In addition, the Respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). Respondent must provide this information on the "Acknowledgement and Acceptance to Region 10 ESC's Public Information Act Policy" form found on the next page of this solicitation. Any information that is unmarked will be considered public information and released, if requested under the Public Information Act. The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 10 ESC must provide the OAG with the information requested in order for the OAG to render an opinion. In such circumstances, Respondent will be notified in writing that the material has been requested and delivered to the OAG. Respondent will have an opportunity to make arguments to the OAG in writing regarding the exception(s) to the TPIA that permit the information to be withheld from public disclosure. Respondents are advised that such arguments to the OAG must be specific and well -reasoned --vague and general claims to confidentiality by the Respondent are generally not acceptable to the OAG. Once the OAG opinion is received by Region 10 ESC, Region 10 ESC must comply with the opinions of the OAG. Region 10 ESC assumes no responsibility for asserting legal arguments on behalf of any Respondent. Respondents are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. After completion of award, these documents will be available for public inspection. Signature below certifies complete acceptance of Region 10 ESC's Open Records Policy, except as noted below (additional pages may be attached, if necessary). Check one of the following responses to the Acknowledgment and Acceptance of Region 10 ESC's Open Records Policy below: nWe acknowledge Region 10 ESC's Public Information Act policy and declare that no information submitted with this proposal, or any part of our proposal, is exempt from disclosure under the Public Information Act. (Note: All information believed to be a trade secret or proprietary must be listed below. It is further understood that failure to identify such information, in strict accordance with the instructions below, will result in that information being considered public information and released, if requested under the Public Information Act.) We declare the following information to be a trade secret or proprietary and exempt from disclosure under the Public Information Act. (Nate: Respondent must specify page -by -page and line -by-line the parts of the response, which it believes, are exempt. In addition, Respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). pore A thorized Signature Title f: Page 13 CONTRACT SIGNATURE FORM The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this proposal in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said proposal have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days Company name Address City/State/Zip Telephone No. Fax No. Nestle Waters North America Inc 900 Long Ridge Rd. Bldg 2 Stamford, CT 06902 214-906-4444 Email address Bob.Geibler@waters.nestle.com Printed name Eat C kn Position with company National Account Manager Authorized signature Bob GeibleT Term of contract September 1. 2020 to August 31. 2023 Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew annually for an additional four (4) years if agreed to by Region 10 ESC. Vendor shall honor all administrative fees for any sales made based on the contract whether renewed or not. 10/5/20 Region SC Authorized Agent Date Rickey Williams Print Name Equalis Group Contract Number EO-05?9?0-02A Page 135 DOC #1 CLEAN AIR AND WATER ACT I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement. Nestle Waters North America Inc Potential Vendor: Title of Authorized Representative: dLJ a, fe'nl Mailing Address: (go Signature:�st Page 1 37 DOC #2 DEBARMENT NOTICE i, the Vendor, certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension', as described in the Federal Register and Rules and Regulations. Nestle Waters North America Inc Potential Vendor: ,gg Title of Authorized Representative: Jvj 41 � Mailing Address:�'i' signature: Page 138 DOC #3 LOBBYING CERTIFICATION Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by Section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned certifies, to the best of his/her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all covered sub -awards exceeding $100,000 in Federal funds at all appropriate tiers and that ail sub -recipients shall certify and disclose accordingly. Signature of Res dent Date Page 139 DOC #4 CONTRACTOR CERTIFICATION REQUIREMENTS Contractor's Employment Eligibility By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statutes of the states it will operate this contract in. Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws. Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. The Respondent complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-Verify Employee Eligibility Verification Program. Contractor shall comply with governing board policy of the Region 10 ESC Participating entities in which work is being performed. Fingerprint & Criminal Background Checks If required to provide services on school district property at least five (5) times during a month, contractor shall submit a full set of fingerprints to the school district if requested of each person or employee who may provide such service. Alternately, the school district may fingerprint those persons or employees. An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for which fingerprints are submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District_ The Respondent shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted. Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed. Business Operations in Sudan, Iran In accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that the contractor does not have scrutinized business operations in Sudan and/or Iran. Signature of Re6oe dent Date Page 140 DOC #5 ANTITRUST CERTIFICATION STATEMENTS (Tex. Government Code § 2155.005) I affirm under penalty of perjury of the laws of the State of Texas that: (1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this proposal, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this proposal, neither I nor any representative of the Company has violated any federal antitrust law; and (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this proposal to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Nestle Waters North America Inc. VENDOR 4718 Mountain Creek Parkway ADDRESS Dallas TX 75235 PHONE FAX RESPONDANT Ed Iaam Signature Bob Geibler Printed Name National Account Manager Position with Company AUTHORIZING OFFICIAL Signature Printed Name Position with Comp' ny� Page 141 CERTIFICATE OF INTERESTED PARTIES FORM 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 it there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2020-641981 Nestle Waters North America Inc. Stamford, CT United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/09/2020 being filed. Region 10 ESC Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. RFP EQ-05292-02 Indoor Water Dispensers Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION f My name is I+` 1 " l L tJ and my date of birth My address is �L'`7�L' S�°C�/�KG'J! Lv�1�lC�, C�1f it; t%�1u c, 0q � (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in 5ftY\ 1.1-et2 ",agd 1 AJ U County, State of on the a day of T() �24 � . (Mon h) (year) Signature thorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d DOC #6 IMPLEMENTATION OF HOUSE BILL 1295 Certificate of Interested Parties (Form 1295): In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The law applies only to a contract of a governmental entity or state agency that either (1) requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million. The disclosure requirement applies to a contract entered into on or after January 1, 2016. The Texas Ethics Commission was required to adopt rules necessary to implement that law, prescribe the disclosure of interested parties form, and post a copy of the form on the commission's website. The commission adopted the Certificate of Interested Parties form (Form 1295) on October 5, 2015. The commission also adopted new rules (Chapter 46) on November 30, 2015, to implement the law. The commission does not have any additional authority to enforce or interpret House Bill 1295. Filing Process: Staring on January 1, 2016, the commission will make available on its website a new filing application that must be used to file Form 1295. A business entity must use the application to enter the required information on Form 1295 and print a copy of the completed form, which will include a certification of filing that will contain a unique certification number. An authorized agent of the business entity must sign the printed copy of the form and have the form notarized. The completed Form 1295 with the certification of filing must be filed with the governmental body or state agency with which the business entity is entering into the contract. The governmental entity or state agency must notify the commission, using the commission's filing application, of the receipt of the filed Form 1295 with the certification of filing not later than the 30th day after the date the contract binds all parties to the contract. The commission will post the completed Form 1295 to its website within seven business days after receiving notice from the governmental entity or state agency. Information regarding how to use the filing application will be available on this site starting on January 1, 2016, httAs://www.ethics.state,tx.us/whatsnew/elf info form1295.htm Page 142 DOC #7 BOYCOTT CERTIFICATION Respondents must certify that during the term of any Agreement, it does not boycott Israel and will not boycott Israel. "Boycott" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. DOC #8 TERRORIST STATE CERTIFICATION In accordance with Texas Government Code, Chapter 2252, Subchapter F, REGION 10 ESC is prohibited from entering into a contract with a company that is identified on a list prepared and maintained by the Texas Comptroller or the State Pension Review Board under Texas Government Code Sections 806.051, 807.051, or 2252,153. By execution of any agreement, the respondent certifies to REGION 10 ESC that it is not a listed company under any of those Texas Government Code provisions. Responders must voluntarily and knowingly acknowledge and agree that any agreement shall be mull and void should facts arise leading the REGION 10 ESC to believe that the respondent was a listed company at the time of this procurement. DOC #9 RESIDENT CERTIFICATION: This Certification Section must be completed and submitted before a proposal can be awarded to your company. This information may be placed in an envelope labeled "Proprietary" and is not subject to public view. In order for a proposal to be considered, the following information must be provided. Failure to complete may result in rejection of the proposal: As defined by Texas House Bill 602, a "nonresident Bidder" means a Bidder whose principal place of business is not in Texas, but excludes a contractor whose ultimate parent company or majority owner has its principal place of business in Texas. Texas or Non -Texas Resident ❑ I certify that my company is a "resident Bidder" ® I certify that my company qualifies as a "nonresident Bidder" If you qualify as a "nonresident Bidder," you must furnish the following information: What is your resident state? (The state your principal place of business is located.) Nestle Waters North America Inc 900 Long Ridge Rd. Bldg 2 pany Name Stamford, CT 06902 State Page 143 Address Zip Com City DOC #10 FEDERAL FUNDS CERTIFICATION FORM When a participating agency seeks to procure goods and services using funds under a federal grantor contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the "Uniform Guidance" or "EDGAR" requirements). All Vendors submitting proposals roust complete this Federal Funds Certification Form regarding Vendor's willingness and ability to comply with certain requirements which may be applicable to specific participating agency purchases using federal grant funds. This completed form will be made available to participating agencies for their use while considering their purchasing options when using federal grant funds. Participating agencies may also require Vendors to enter into ancillary agreements, in addition to the contract's general terms and conditions, to address the member's specific contractual needs, including contract requirements for a procurement using federal grants or contracts. For each of the items below, Vendor should certify Vendor's agreement and ability to comply, where applicable, by raving Vendor's authorized representative complete and initial the applicable lines after each section and sign the acknowledgment at the end of this form. If a vendor fails to complete any item in this form, Region 10 ESC will consider the Vendor's response to be that they are unable or unwilling to comply. A negative response to any of the items may, if applicable, impact the ability of a participating agency to purchase from the Vendor using federal funds. 1. Vendor Violation or Breach of Contract Terms: Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 USC 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Any Contract award will be subject to Region 10 ESC General Terms and Conditions, as well as any additional terms and conditions in any Purchase order, participating agency ancillary contract, or Member Construction Contract agreed upon by Vendor and the participating agency which must be consistent with and protect the participating agency at least to the same extent as the Region 10 ESC Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in equity. By submitting a Proposal, you agree to these Vendor violation and breach of contract terms. Does vendor agree? KN (Initials of Authorized Representative) 2. Termination for Cause or Convenience: When a participating agency expends federal funds, the participating agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror in the event Offeror fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation. participating agency also reserves the right to terminate the contract immediately, with written notice to offeror, for convenience, if participating agency believes, in its sole discretion that it is in the best interest of participating agency to do so. Offeror will be compensated for work performed and accepted and goods accepted by participating agency as of the termination date if the contract is terminated for convenience of participating agency. Any award under this procurement process is not exclusive and participating agency reserves the right to purchase goods and services from other offerors when it is in participating agency's best interest. KN Does vendor agree? (Initials of Authorized Representative) 3. Equal Employment opportunity: Page 144 Except as otherwise provided under 41 CFR Part 60, all participating agency purchases or contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that such provision applies to any participating agency purchase or contract that meets the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 and Vendor agrees that it shall comply with such provision. KN Does vendor agree? (Initials of Authorized Representative) 4. Davis -bacon Act: When required by Federal program legislation, Vendor agrees that, for all participating agency prime construction contracts/purchases in excess of $2,000, Vendor shall comply with the Davis -Bacon Act (40 USC 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition, Vendor shall pay wages not less than once a week. Current prevailing wage determinations issued by the Department of Labor are available at www.wdol.gov. Vendor agrees that, for any purchase to which this requirement applies, the award of the purchase to the Vendor is conditioned upon Vendor's acceptance of the wage determination. Vendor further agrees that it shall also comply with the Copeland "Anti -Kickback" Act (40 USC 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. KN Does vendor agree? (Initials of Authorized Representative) 5. Contract Work Hours and Safety Standards Act: Where applicable, for all participating agency contracts or purchases in excess of $100,000 that involve the employment of mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Vendor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 USC 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. KN Does vendor agree? (Initials of Authorized Representative) 6. Right to Inventions Made Under a Contract or Agreement: If the participating agency's Federal award meets the definition of "funding agreement" under 37 CFR 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that "funding agreement; the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Page 145 Vendor agrees to comply with the above requirements when applicable. Does vendor agree? KN (Initials of Authorized Representative) 7. Clean Air Act and Federal Water Pollution Control Act: Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act (33 USC 1251-1387), as amended —Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). When required, Vendor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act. Does vendor agree? KN (Initials of Authorized Representative) 8. Debarment and Suspension: Debarment and Suspension (Executive Orders 12549 and 12689) — A contract award (see 2 CFR 180.220) must not be made to parties listed on the government -wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 199) and 12689 (3CFR Part 1989 Comp. p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that Vendor is not currently listed on the government -wide exclusions in SAM, is not debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor further agrees to immediately notify the Cooperative and all participating agencies with pending purchases or seeking to purchase from Vendor if Vendor is later listed on the government -wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. KN Does vendor agree? (Initials of Authorized Representative) 9. Byrd Anti -Lobbying Amendment: Byrd Anti -Lobbying Amendment (31 USC 1352) -- Vendors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. As applicable, Vendor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 USC 1352). KN Does vendor agree? (Initials of Authorized Representative) 10. Procurement of Recovered Materials: For participating agency purchases utilizing Federal funds, Vendor agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information and certifications as a participating agency may require to confirm estimates and otherwise comply. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory Page 146 level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery, and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. KN Does vendor agree? (Initials of Authorized Representative) 11. Profit as a Separate Element of Price: For purchases using federal funds in excess of $350,000, a participating agency may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). When required by a participating agency, Vendor agrees to provide information and negotiate with the participating agency regarding profit as a separate element of the price for a particular purchase. However, Vendor agrees that the total price, including profit, charged by Vendor to the participating agency shall not exceed the awarded pricing, including any applicable discount, under Vendor's Cooperative Contract. KN Does vendor agree? (Initials of Authorized Representative) 12. General Compliance and Cooperation with Participating Agencies: in addition to the foregoing specific requirements, Vendor agrees, in accepting any Purchase Order from a participating agency, it shall make a good faith effort to work with participating agencies to provide such information and to satisfy such requirements as may apply to a particular participating agency purchase or purchases including, but not limited to, applicable recordkeeping and record retention requirements. KN Does vendor agree? (initials of Authorized Representative) 13. Applicability to Subcontractors Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. KN Does vendor agree? (Initials of Authorized Representative) By signature below, I certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certification and all consents and agreements contained herein. Nestle Waters North America Inc Company Name Signature of Autho�a Company Official Printed ame Title Date Page 147 DOC #11 ADDITIONAL ARIZONA CONTRACTOR REQUIREMENTS AZ Compliance with Federal and state requirements: Contractor agrees when working on any federally assisted projects with more than $2,000.00 in labor costs, to comply with all federal and state requirements, as well as Equal Opportunity Employment requirements and all other federal and state laws, statutes, etc. Contractor agrees to post wage rates at the work site and submit a copy of their payroll to the member for their files. Contractor must retain records for three years to allow the federal grantor agency access to these records, upon demand. Contractor also agrees to comply with the Arizona Executive Order 75-5, as amended by Executive Order 99-4. When working on contracts funded with Federal Grant monies, contractor additionally agrees to comply with the administrative requirements for grants, and cooperative agreements to state, local and federally recognized Indian Tribal Governments. AZ Compliance with workforce requirements: Pursuant to ARS 41-4401, Contractor and subcontractor(s) warrant their compliance with all federal and state immigration laws and regulations that relate to their employees, and compliance with ARS 23-214 subsection A, which states, ..."every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E-Verify program" Region 10 ESC reserves the right to cancel or suspend the use of any contract for violations of immigration laws and regulations. Region 10 ESC and its members reserve the right to inspect the papers of any contractor or subcontract employee who works under this contract to ensure compliance with the warranty above. AZ Contractor Employee Work Eligibility: By entering into this contract, contractor agrees and warrants compliance with A.R.S. 41-4401, A.R.S. 23-214, the Federal Immigration and Nationality Act (FINA), and all other Federal immigration laws and regulations. Region 10 ESC and/or Region 10 ESC members may request verification of compliance from any contractor or sub contractor performing work under this contract. Region 10 ESC and Region 10 ESC members reserve the right to confirm compliance. In the event that Region 10 ESC or Region 10 ESC members suspect or find that any contractor or subcontractor is not in compliance, Region 10 ESC may pursue any and all remedies allowed by law, including but not limited to suspension of work, termination of contract, suspension and/or debarment of the contractor. All cost associated with any legal action will be the responsibility of the contractor. AZ Non -Compliance: All federally assisted contracts to members that exceed $10,000.00 may be terminated by the federal grantee for noncompliance by contractor. In projects that are not federally funded, Respondent must agree to meet any federal, state or local requirements as necessary. In addition, if compliance with the federal regulations increases the contract costs beyond the agreed on costs in this solicitation, the additional costs may only apply to the portion of the work paid by the federal grantee. Registered Sex Offender Restrictions (Arizona): For work to be performed at an Arizona school, contractor agrees that no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are present, or reasonably expected to be present. Contractor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the Region 10 ESC member's discretion. Contractor must identify any additional costs associated with compliance to this term. If no costs are specified, compliance with this term will be provided at no additional charge. Page 148 Offshore Performance of Work Prohibited: Due to security and identity protection concerns, direct services under this contract shall be performed within the borders of the United States. Terrorism Country Divestments: In accordance with A.R.S. 35-392, Region 10 ESC and Region 10 ESC members are prohibited from purchasing from a company that is in violation of the Export Administration Act. By entering into the contract, contractor warrants compliance with the Export Administration Act. The undersigned hereby accepts and agrees to comply with all statutory compliance and notice requirements listed in this document. Signature of Resde t Page 149 Date DOC #12 OWNERSHIP DISCLOSURE FORM (N.J.S. 52:25-24.2) Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the Respondent shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal. Company Name- Nestle Waters North America Inc. 900 Long Ridge Rd. Bfdg 2 Street: Stamford, CT 06902 City, State, Zip Code: Complete as appropriate: certify that 1 am the sole owner of that there are no partners and the business is not incorporated, and the provisions of N.J.5.5.2:25-24.2 do not apply. OR: i , a partner in , do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. [further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation's stock or the individual partners owning 10% or greater interest in that partnership. OR Kathy Nieto i , an authorized representative of Nestle Waters North America Inc. , a corporation, do hereby certify that the following is a list of the names and addresses of all stockholders in the corporation who own 10% or more of its stock of any class. 1 further certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation's stock or the individual partners owning a 10% or greater interest in that partnership. (Note: If there are no partners or stockholders owning 10% or more interest, indicate none.) Name None Address Interest I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. Authorized I and Title Page 150 Date a DOC #13 NON-COMUSION AFFIDAVIT Company Name: street: City, State, Zip Code: state of AV, v.1G. o. r ConneCtICUt Fairfield County of Mike Leppert Stamford 1, of the Name City Fairfield Connecticut in the County of , State of age, being duly sworn according to law on my oath depose and say that: Sr. Director Commercial Sales Nestle Waters North America Inc. 1 am the of the firm of 77tle Company Name of full the Respondent making the Proposal for the goods, services or public work specified under the Harrison Township Hoard of Education attached proposal, and that I executed the said proposal with full authority to do so; that said Respondent has not directly or indirectly entered into any agreement; participated in any collusion, Or otherwise taken any action in restraint of free, competitive bidding in connection with the above proposal, and that ali statements contained in sold bld proposal and in this affidavit are true and correct; and made with full knowledge that the Harrison Township Board of Education relies upon the truth of the statements contained in said bid proposal and in the statements contained in this affidavit idavit in awarding the contract for the said goods, services or public work. I further worrant that no person orselling agency has been employed or retained to solicit or -secure such contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial arselling agencies maintained by Nestle Waters North America Inc Sr- Director Commercial Sales �' Company Namehorized Signa rile Subscribed and sworn before me this day of . 20W v Ndtary Public of NawJ=ey CONAleC41 C"r Mycommission expires 6 3O , 2t1.& SEAL SIMONA HANNA Notary Public Page 151 Connecticut I'My Commission Expires Jun 30, 2025 DOC #14 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Nestle Waters North America Inc. Company Name: Street: 900 Long Ridge Rd. Bldg 2 City, State, Zip Code: Stamford, CT06902 Bid Proposal Certification: Indicate below your compliance with New Jersey Affirmative Action regulations. Your proposal will be accepted even if you are not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met. Required Affirmative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal: 1. A photo copy of their Federal Letter of Affirmative Action Plan Approval OR 2. A photo copy of their Certificate of Emolovee Information Report W 3. A complete Affirmative Action Emplovee Information Report (AA302) M Public Work — Over S50, 000 Total Protect Cost: X A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201-A upon receipt from the Harrison Township Board of Education B. Approved Federal or New Jersey Plan — certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. Authorized Signd je and Title P.L.1995, c. 127 (N.1.A.C. 17.27) MANDATORYAFFIRMATIVE ACTION LANGUAGE PROCUREMENT, PROFESSIONAL AND SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows: _7 Date The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, Page 152 national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by NJ.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job -related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions. The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. Page 153 The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). Signature of Procux ent Agent Page 154 DOC #15 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Public Agency Instructions This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (www.ni.gov/dca/Igs/ifns/ifnmenu.shtmi). 1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a "fair and open" process (N.J.S.A. 19:44A-20.7). 2_ Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file. 4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a) The Division has prepared model disclosure forms for each county. They can be downloaded from the "County PCD Forms" link on the Pay -to -Play web site at www.ni.gov/dca/Igs/p2p. They will be updated from time -to -time as necessary. b) A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county -based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists. c) Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted. d) The form may be used "as -is", subject to edits as described herein. e) The "Contractor Instructions" sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f) The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document. It is recommended that the contractor also complete a "Stockholder Disclosure Certification." This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract. (See Local Finance Notice 2006-7 for additional information on this obligation) A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education. Page 155 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a "fair and open" process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to: 4. any State, county, or municipal committee of a political party 5. any legislative leadership committee` 6. any continuing political committee (a.k.a., political action committee) 7. any candidate committee of a candidate for, or holder of, an elective office: 1. of the public entity awarding the contract 2. of that county in which that public entity is located 3. of another public entity within that county 4. or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county. The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions. N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following: 8. individuals with an "interest" ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit 9. all principals, partners, officers, or directors of the business entity or their spouses 10. any subsidiaries directly or indirectly controlled by the business entity 11. IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity is a natural person, "a contribution by that person's spouse or child, residing therewith, shall be deemed to be a contribution by the business entity." [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor's responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement. The enclosed form, a content -consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor's submission and is disclosable to the public under the Open Public Records Act. The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. N.J.S.A. 19:44A-3(s): "The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly orthe Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures." Page 156 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant To N.J.S.A. 19:44A-20.26 This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract. Part I — Vendor Information Vendor Name: 1Vegde--Vvaters -NorM America Inc. Address. 19uu L ng rage xa. t5iag 2- City: I Stamford I State: t t Zip: 06902 The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this f- -CA--,4 r Signature Printed Name _ Title Part II _Contribution Disclosure Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit. ❑ Check here if disclosure is provided in electronic form. I Contributor Name Recipient Name Date Dollar Amount None $ i I - Check here if the information is continued on subsequent page(s) Page 157 Continuation: Page C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant To N.J.S.A. 19:44A-20.26 Page ` of Vendor Name: Contributor Name I 1 Recipient Name 1 ❑ Check Mere if the information is continued on subsequent page(s) Page 158 Date Dollar Amount List of Agencies with Elected Officials Required for Political Contribution Disclosure N .J. S.A. 39:44A-20.26 County Name: State: Governor, and Legislative Leadership Committees Legislative District #s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff (County Executive) Surrogate Municipalities (Mayor and members of governing body, regardless of title): USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM WWW.NJ.GOV/DCA/LGS/P2P A COUNTY - BASED, CUSTOMIZABLE FORM. Page 159 DQC#16 STOCKHOLDER DISCLOSURE CEFMFICAIION Name of Business: ❑ 1 certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned. OR 1 certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned. Check the box that represents the type of business organization: © Partnership ❑ Safe Proprietorship ❑ Limited Liability ❑ Limited Partnership Partnership ® Corporation 0 Limited Liability ❑ Subchapters Corporation Corporation Sign and notarize the form below, and, if necessary, complete the stockholder List below. Stockholders: Name., Name. Home Address:' Home Address: Name: Name: Home Address: Nome Address: Name: Home Address: Subscribed and Sworn before me this day of Zt7A (Notary Public) �LrcaQ My Commission expires: siM, Ha�iria my ;Votary Public Connecticut c mCommission Expires .fun 30, 2025 Page 160 Name: Home Address: (A ffcant) Mike Leppert Sr. Director Commercial Sales (Print name & title of affiant) (Corporate Seal) DOC #17 GENERAL TERMS & CONDITIONS ACCEPTANCE FORM Signature on the Vendor Contract Signature form certifies complete acceptance of the General Terms and Conditions in this solicitation, except as noted below (additional pages may be attached, if necessary). Check one of the following responses to the General Terms and Conditions: L�JWe take no exceptions/deviations to the general terms and conditions (Note: 1f none are listed below, it is understood that no exceptions/deviations are taken.) ❑ We take the following exceptions/deviations to the general terms and conditions. All exceptions/deviations must be clearly explained. Reference the corresponding general terms and conditions that you are taking exceptions/deviations to. Clearly state if you are adding additions terms and conditions to the general terms and conditions. Provide details on your exceptions/deviations below: (Note: Unocceptoble exceptions shall remove your proposal from consideration for award. Region 10 ESC shall be the sole judge on the acceptance of exceptions/deviations and the decision shall be final.) Page 161 rwA Keady Refregh. JBY UST CLICK AND QUENCH Workplace Refreshment, Simplified, Choose your beverages. Schedule a delivery. Enjoy the convenience. Discover the convenience of delivery on your terms. It's as easy as 1-2-3 with ReadyRefresh° by Nestle'. 1. 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Choose your beverages. Schedule a delivery. Enjoy the convenience. Discover the convenience of delivery on your terms. It's as Easy as 1-2-3 with ReadyRefresh° by Nestle. co1. Choose the beverages, dispensers and breakroom supplies that are right for your customers and employees. • Always have access to the water you love. • Get quality beverages at a great price. • Keep employees and customers refreshed. 2. Get flexible, efficient delivery. %6 • Monday through Friday {subject to ava,lability) • Always have the beverages needed for your business on hand. • Save time and eliminate trips to the store to purchase beverages. 3. Experience service on your terms. • Your dedicated account manager will support all of your account needs. • Resolve questions and issues quickly through a single point of contact. • Convenient self-service tools include customizable e-billing with flexible invoicing. '400 iH KA Q2a19 Pad s YOU choose. --� WE deliver. Water Coolers Standard Series Consistency in performance, competitive pricing & one piece blow - molded cabinet of high -density polyethylene with UV resistance additives make this cooler a popular long -life rental unit. Model: Standard POU H/C (Hot and Cold) Standard POU C/C (Cook and Cold) • Graceful design, easy to maintain and convenient to use • Food grade stainless steel (SUS304) hot tank and cooling tank • Large and durable drip tray • High quality and efficient compressor for reliable and consistent performance • Available in White color • 2 years limited warranty Stndard Series are Energy Star rated R_. © 2011 IGO Direct USA Corporation Standard Series Technical Data & Specifications Cabinet & Chassis: One piece blow molded high -density polyethylene plastic. Resists cracking, fading and yellowing. Color molded in to hide scrapes caused by rough usage. Easily removed for access to interior components. The shock absorbing base is made of ABS plastic that will never rust. Cold Water Refrigeration Unit: Convection cooled condenser. Internal, spring mounted, hermetically sealed compressor with automatic overload protector. No lubrication needed. Refrigerant is controlled accurately by a capillary tube. Cold Water Thermostat: Temperature is controlled by an adjustable thermostat with "OFF" position that is easily accessible on the rear of the unit. Cold Water Reservoir: Food grade stainless steel type SUS304, 1 gallon (3.8 liter) reservoir. Provides superior chilling for great tasting water. Highly polished surface is easy to clean and maintain. Hot Water Tank: Food grade stainless steel type SUS304, 0.32 gallon (1.2 liter) capacity. The 520 watts heating element ensures precise temperature control. Removable thermostat and heating element ease service. Shipping Dimension 39.0 in. (990mm) 12.8 in. (325mm) 13.2 in. (335mm) Shipping Weights Gook &Cold • 35.3 lbs. (16kg) Cooler Dimension Height t Cooler Weights 12.2 in. (310mm) 12.6 in. (320mm) 30.9lbs. (14kg) 33A lbs. (15kg) Cooling and Heating Capacities °F 70° 8o` 90° Room Temperature CC) (21 °) (27°) (32°) Quality for cold water GPH 1.2 0.9 0.5 Served per hour LPH 4.6 3.2 1.9 1 Number of 3oz. (89ml.) ` Cups of 50°F (10*C) water 53 38 22 C ' EJ € S Served per hour I�NI�.tl1l.`�Ix[.i Standard Series are Hot water deliver at 45 cups of 6oz. (178m1.) Energy Star rated 180`F (82'C) per hour [for Hot & Cold model only] Specifications are subject to change without notice. Bottle & Filter System not included with cooler. IGO Direct USA Corp., 1407 S. Cucamonga Ave. Ontario, CA 91761. ■ www.igodirect.net • Phone: 909.230.4753 • Fax: 888.5d11.5787 Reholy Serving A Thirity World Visions LX Product: Hot and Cold or Cook and Cold Models: VW 110LX 1 VW 210LX Features: High quality, high output Refrigeration and Heating Systems ABS front panels for upgraded look High quality 1.7 amp compressor chills water fast 6.0 amp heater delivers plenty of hot water Two piece washable drip tray Industry standard Tomlinson faucets 304 Stainless Steel reservoir All internal components are interchangeable with Reflections® coolers UL Listed Energy Star Rated VW 21 OLX 1770 Brackettt St.l La Verne, CA 917.5.0 l P; (909) 629-7301 F: (909) 629-7380 sales@mtnproducts.com I www mtnproducfs.com - Hot & Cold Volts Amps Kw/H Cold Temp (Ambient 75*F) Hot Temp (Ambient 75°F) Cooling Capacity GIHr (Ambient 75°F) Hot Capacity G/Hr (Ambient 75°F) Cold Reservoir Size (Gallon) Hot Tank Size (Liter) Net Weight (Lbs.) Gross Weight (Lbs.) Cooler Dimensions (Inches) Boxed Dimensions (Inches) Operating Capacities 1 70F Cups per Hour* I 65 * 3oz. Cups of 50°F water served per hour 110 3.83 1.12 37°F - 48°F 169°F - 199.5°F 0.5 2.03 0.5 2.0 30 31 13 x 13.1 x 38 13 x 13.1 x 39 8OF 47 j Cook & Gold 110 0.78 0.16 37°F - 48°F NIA 0.5 NIA 0.5 NIA 28 29 13 x 13.1 x 38 13 x 13.1 x 39 88F 32 PQU Conversion Kit Specifications subject to change 1770 Brackett St., La Verne, CA 91750 1 P: (909) 629-7301 F..: (909) 629-7380 safes@mtnprbducts.coni I www.mtnprodu6t.8.com Pjqady Refresh� BY JUST CLICK AND QUENCH Don't forget the cups! Rely on ReadyRefesh to deliver the cups you need. Q =about Our hot and cold beverage cups are essential companions to our bottled water, filtration, and coffee service. Choose from a wide selection of styles, all conveniently delivered right to your door. 9 oz. Flat Bottom Cup Our affordable plastic cup fits nicely into a variety of cup dispensers, and can be set down anywhere while enjoying a beverage. One of our most popular options. Fully Recyclable Sleeve of 50 and Case of 1,000 4.25 oz. Cone Cup Our cone paper cups can't create a mess —because they can't be set down_ Compostable and 80-90% Renewable Sleeve of 200 8 oz. Styrofoam Hot/Cold Cup These durable cups are great for hot and cold beverages_ Sleeve of 25 Visit ReadyRefresh.com to see our entire cup selection available for delivery. 10 oz. Hot/Cold Paper Cups Eco-Forward' hot cups are made from. Nkr ' 90% plant -based renewable resources and a minimum of 10% post -consumer recycled fiber. Compostable and 100% Renewable Vw40.Ns d. .. Sleeve of 50 10 oz. Hot Cup lids These lids are fiat with lift -up cutout for drinking. They provide a tight fit to keep beverages secure. Sleeve of 100 YOU choose. WE deliver. Contact your ReadyRefresh sales rep today. Ps_CUPS_SS_0118 02018 Nest[6Wafers North America Im. 3/26/25, 3:58 PM EXHIBIT C City of Fort Worth, Texas Mayor and Council Communication DATE: Tuesday, March 25, 2025 REFERENCE NO.: **M&C 25-0247 LOG NAME: 13P COOP EQUALIS 052920-02A DRINKING WATER JH CITY SUBJECT: (ALL) Authorize Execution of a Purchase Agreement with BlueTriton Brands, Inc. Using Equalis Cooperative Contract No. 052920-02A for Bottled Drinking Water and Other Related Products in an Annual Amount Up to $255,000.00 and Authorize One One -Year Renewal Option for the Same Amount for All City Departments RECOMMENDATION: It is recommended that the City Council authorize execution of a purchase agreement with BlueTriton Brands, Inc. using Equalis Cooperative Contract No. 052920-02A for bottled drinking water and other related products in an annual amount up to $255,000.00 and authorize one one-year renewal option for the same amount for all City Departments. DISCUSSION: This Mayor and Council Communication (M&C) is to authorize an agreement that all City Departments will use to purchase bottled drinking water and other related services. This agreement will allow field staff in multiple departments to remain hydrated and avoid heat exhaustion while being unable to access water fountains and refill stations. The agreement will also allow City staff to provide bottled water during meetings and for City facilities that currently do not have water fountains and/or refill stations. Staff reviewed the pricing under Equalis Cooperative Contract No. 052920-02A and determined the pricing to be fair and reasonable. Equalis Cooperative Contract No. 052920-02A was published on May 29, 2020 and June 4, 2020. Responses were opened on July 9, 2020. Equalis Cooperative Contract No. 052920-02A offers fixed discounts. The maximum annual amount allowed under the Agreement citywide will be $255,000.00. However, the actual amount used will be based on the needs of the department and available budget. Funding is budgeted in the various accounts within the participating departments' operating budgets, as appropriated. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item. Equalis contracts are competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. TERM: The initial term of the agreement will begin upon execution and expire August 31, 2026 to correspond with the terms of the cooperative contract. The agreement may be renewed for up to one additional one-year term for the same annual amount at the City's option. BUSINESS EQUITY - A business equity goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. This project will serve ALL COUNCIL DISTRICTS. apps.cfwnet.org/ecouncil/printmc.asp?id=33111&print=true&DocType=Print 1/2 3/26/25, 3:58 PM M&C - Council Agenda FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the participating departments' Operating Funds to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the participating departments have the responsibility to validate the availability of funds. BQN\\ FUND IDENTIFIERS (FIDs): TO Fund Department Account Project Program ctivityl Budget Reference # moun ID ID Year (Chartfield 2) FROM Fund Department Account Project ProgramActivity Budget Reference # mounj ID ID . Year (Chartfield 2) CERTIFICATIONS: Submitted for Citv Manager's Office by_ Originating Department Head: Additional Information Contact: Reginald Zeno (8517) Jesica McEachern (5804) Reginald Zeno (8517) Lauren Prieur (6035) Brandy Hazel (8087) Jordan Henry (8461) ATTACHMENTS 1. 1295 Certificate BlueTriton Brands dba ReadvRefresh 2025.pdf (CFW Internal) 2. SAMs-BlueTriton Brands. pdf (CFW Internal) 3. SOS-BlueTriton.pdf (CFW Internal) apps.cfwnet.org/ecouncii/printmc.asp?id=33111 &print=true&DocType=Print 2/2 EXHIBIT D CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. 21 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. N/A Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? F7Yes F1 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). J 6 Blankenship (Apr 21, 20251r2llllT) Signature of vendor doing business with the governmental entity Form provided by Texas Ethics Commission www.ethics.state.tx.us 04/21 /2025 Date Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001 (1 -a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code & 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021