Professional Documents
Culture Documents
By and between
COCA-COLA BOTTLING COMPANY OF THE SOUTHWEST
And
TEXAS A&M UNIVERSITY-CORPUS CHRISTI
1. SCOPE
Company will be the exclusive Beverage sponsor of TAMU-CC, with
Campus-wide Beverage availability rights, and on and off-Campus marketing
rights, on the terms and conditions and subject to the limitations and
exceptions described below. Company will have the exclusive Beverage
rights on Campus.
2. DEFINITIONS
2.1 "Agreement Year" means each twelve-month period beginning with the
first day of the Term (as defined herein) of this Agreement, and each
anniversary there after.
2.2 "Approved Cups" means disposable cups (21 oz., 32 oz., and 44 oz.,
minimum sizes) approved by Company. A rendering of Company's
current Approved Cup is attached hereto as Exhibit A.
Final 2/16/2005
TAMU-CC/Coke Contract
medical facilities, and retail outlets, except as defined in Section 9.,
permitted exceptions.
2.7 "Marks" means - any trademark, trade name, service mark, design, logo,
slogan, symbol, mascot, character, identification, or other proprietary
design now or in the future owned, licensed, or otherwise controlled by
TAMU-CC.
2.8 "Team" means any intercollegiate athletic team associated with TAMU-
CC.
3.1 General Sponsorship Designation. Company may promote the fact that
Company is a sponsor of TAMU-CC and that Products are available on
Campus. This promotion may occur in advertising (including television,
radio, print and all other media), on packaging, and at the point of sale of
any Beverages. For example, Company may refer to itself in any of
Company's marketing, advertising or promotional materials as "sponsor"
of TAMU-CC, and refer to any Beverage in any of Company's
marketing, advertising or promotional materials as the "official" or
"exclusive" Beverage of TAMU-CC, the Campus and the Athletic Teams.
Final 211612005
TAMU-CClCoke Contract
joint advertising and promotions with Company's customers and to
display the Marks with its customers' trademarks, logos and branded
products in or on all advertising, promotional and packaging materials
and activities, so long as they appear with Company's trademark and
the customer is not depicted as a sponsor of TAMU-CC. TAMU-CC
acknowledges that Company's customers operate in all channels of
trade. Because they are included in the Sponsorship Fees, no separate
royalty or license fee will be charged to Company or its customers for
using the Marks in this manner. Any use by Company of Marks in
association with Company customers does not convey rights of use of
any marks to Company customers. While Company's use of the
TAMU-CC will be royalty-free, Company's producing the Mark on
promotional items will be solely at Company's expense.
4. BEVERAGE RIGHTS
Subject to the Permitted Exceptions set forth in Section 9, TAMU-CC grants
Company the following Beverage availability rights and Beverage
merchandising rights:
Final 211612005
TAMU-CClCoke Contract
(B) Concession and Menu board Advertising. Trademarks of Products
must be prominently listed on the menu boards of all food and
refreshment outlets owned by TAMU-CC. If TAMU-CC's menu
boards have photo translates (which will be provided at Company's
expense), TAMU-CC will ensure that advertising provided by
Company and depicting Products appears in at least one translate in
each menu board.
Final 2/16/2005
TAMU-CCICoke Contract
6. BEVERAGE PRICING
6.1 Prices to TAMU-CC for Vending and other Retail. See Exhibit B-1
for Vending and B-2 for other Retail.
7. EQUIPMENT
Final 211612005
TAMU-CCICoke Contract
no less than 75% of the Beverage vending machines placed on the
Campus will be equipped with card readers. TAMU-CC will be
responsible for the purchase, installation, maintenance and service of any
software, technology and peripherals necessary for the debit card readers.
7.4 Limitation. The Company will use good faith efforts to maintain all
equipment on campus with stock of beverages. Upon six (6) months
execution of the agreement, the company will provide TAMU-CC with a
stocking schedule, which illustrates the approximate lapse of time
between stocking of each COKE serviced vending machine on Campus.
The Company agrees to modify the stocking schedule to fulfill increased
demand and to prevent "product sold out". Additionally, if TAMU-CC
ascertains that certain machinesllocations show a pattern of repeatedly
being sold out, TAMU-CC will notify the company to increase the
stocking of such machinesllocations, andlor to increase the number of
vending machines on Campus.
Final 211612005
TAMU-CCICoke Contract
8. FEES AND OTHER PAYMENTS
8.1 Annual Fees. In exchange for the rights granted under this Agreement,
Company agrees to pay TAMU-CC and aggregate of Two Hundred
Thousand Dollars ($200,000) for the entire Term (the "Annual Fees").
The Annual Fees will pay in five (5) equal annual installment amounts of
Forty Thousand Dollars ($40,000) each. The first installment of Annual
Fees will be paid within thirty (30) days of the date that this Agreement is
fully executed. TAMU-CC will allow Company to make two (2) initial
installments in year one. The first installment of $10,000 is to be paid
within thirty (30) days of the execution of this contract. The second
installment of $30,000 is to be paid within sixty (60) days. The
installment payments for Agreement Years Two through Five will be paid
on or before September 30 of each of the Agreements Years Two through
Five. TAMU-CC will provide and invoice to Company at least thirty (30)
days prior to the due date for payments for Agreement Years Two
through Five.
8.3 Commissions. For the right to place and maintain Beverage vending
machines on the Campus, TAMU-CC shall earn commissions on full-
service vending sales as follows. No Commissions shall be payable on
any sales from vending machines on the Campus, which are not owned,
stocked or serviced exclusively by Company
Final 2/16/2005
TAMU-CCICoke Contract
exceeding the Minimum Volume. "Minimum Volume" shall mean
the sales volumes of standard physical cases (24 units) of Products
sold through Company's full service Beverage vending machines on
Campus during and Agreement Year, as indicated in Exhibit C.
8.5 Company shall maintain complete and accurate records of all operations
under this Agreement in accordance with accepted industry standards and
shall keep such records for a period of not less than five (5) years after the
termination of this Agreement. TAMU-CC reserves the right to conduct
reasonable audits of operations relating to this Agreement at Company's
place of business with prior written notice during regular business hours.
Additionally, once per Agreement Year, the Office of the State Auditor of
Texas will have the right to audit the Company's accounting records for
the vends on Campus.
8.6 Scholarship. If the annual vending sales for Agreement Year One
exceed the volume specified in the 30% commission structure detailed in
Exhibit C, Company will provide TAMU-CC with Two-Thousand and
no1100ths Dollars ($2,000) to establish a student scholarship h d .
9. PERMITTED EXCEPTIONS
9.1 TAMU-CC shall have the right to make Competitive Products available
to TAMU-CC owned retail outlets on the Campus. This provision shall
not be read to allow advertising and promotional rights for such
Competitive Products, except that trademarks for such Competitive
Products may be displayed on menu boards and/or dispensing equipment.
9.2 TAMU-CC shall have the right to utilize unbranded, generic cups in
dining facilities on the Campus, at the dining facility manager's discretion
for dispensing Products.
Final 211612005
TAMU-CCICoke Contract
10. COOPERATION AND APPROVALS
Final 211612005
TAMU-CClCoke Contract
11. EXCLUSIVE ASSOCIATION; NO COMPETITIVE BEVERAGES
Each of the rights and licenses granted to Company under this Agreement is
exclusive with respect to Beverages subject to the Permitted Exceptions set
forth in Section 9. To protect this exclusivity, TAMU-CC makes the
covenants listed below. These covenants are essential protecting the
Company's exclusive association with TAMU-CC, the Campus, the Teams
and the Marks. TAMU-CC understands that it is required to take certain
actions - and refiain from certain actions - to comply with these covenants.
11.6 Steps to Stop Ambush Marketing. If any third party tries without
Company's consent to associate Competitive Products with TAMU-CC,
the Campus, the Teams, or the Marks-or tries to suggest, by implication
or otherwise, that Competitive Products are so associated-TAMU-CC
will take reasonable steps to stop this "ambush marketing" and protect
Final 2/16/2005
TAMU-CCICoke Contract
Company's exclusive association. These steps may include the
following, as circumstances warrant:
(A) Authority. It has full power &d authority to enter into this
Agreement and to grant Company the rights described in it.
) Binding Obligation. It has obtained all necessary approvals
for its execution, delivery, and performance of this
Agreement. It has duly executed and delivered this
Agreement, which is now its binding and legal obligation.
(C) Right to License Marks. It has the exclusive right to license
the Marks to Company.
@) Non-Profit Status. It is a non-profit institution self-operating
a food and beverage service on Campus. All Beverages
purchased hereunder are solely for TAMU-CC's use and will
not be resold or otherwise made available to any third party
who sells or distributes Beverages. TAMU-CC will provide
Company with prompt written notice of any third party
retained by it to manage or operate a beverage service on
Campus.
(E) No Conflicting Agreements.
(1) It has not entered into - and during this Agreement's
Term will not enter into -either of the following:
Final 211612005
TAMU-CCICoke Contract
(A) Authority. It has the full power and authority to enter into
this Agreement.
(B) Binding Obligation. It has obtained all necessary approvals
for its execution, delivery, and performance of this
Agreement, this is now its binding legal obligation.
(C) No Conflicting Agreements. It has not entered i n t e a n d
during this Agreement's Term will not enter into - any other
agreement that would prevent it fiom complying with this
Agreement.
Final 211612005
TAMU-CClCoke Contract
(B) If Company Becomes Insolvent or Bankrupt.
TAMU-CC may terminate on forty-five (45) days written notice if
Company does any of the following:
(1) becomes unable to pay its liabilities when due;
(2) makes an assignment for the benefit of creditors;
(3) files a voluntary petition in bankruptcy or is adjudicated
bankrupt or insolvent;
(4) has a receiver appointed for any portion of its business or
property; or
(5) has a trustee in bankruptcy or trustee in insolvency
appointed for it under federal or state law.
Final 2/16/2005
TAMU-CCICoke Contract
(5) has a trustee in bankruptcy or trustee in
insolvency appointed for it under federal or
state law.
Final 211612005
TAMU-CCICoke Contract
14. CONFIDENTIALITY
Except as required by applicable law, during the Term, TAMU-CC and its
agents, employees and representatives shall not disclose to any unrelated
third party the financial terms of this Agreement, including pricing and
marketing programs or documents copied pursuant to audit rights of TAMU-
CC under this Agreement, and (b) Company and its agents, employees and
representatives shall not disclose to any unrelated third party any
information maintained as confidential by TAMU-CC. Each party shall
provide the other with prompt written notice of any disclosure of the above
described confidential information that appears to be required by law, so that
such party may assert any exemptions fiom, or defenses to, such disclosures
that may be available.
The liability of the Texas A&M University System for personal injury and
property damage is controlled by the Texas Tort Claims Act, V.T.C.A. Civil
Practice and Remedies Code, Chapter 101, Section 101.201. The limits of
liability are $250,000 for each person, $500,000 for each single occurrence
for bodily injury or death and $100,000 for each single occurrence for injury
to or destruction of property. Following this limited exposure, the System as
a state agency, is protected by the doctrine of sovereign immunity, and as
such, is self insured up to the aforementioned limits.
"The dispute resolution process provided for in Chapter 2260 of the Government
Code shall be used, as further described herein, by Texas A&M University-Corpus
Christi and to attempt to resolve any claim for breach of contract made by the
contractor:
A claim for breach of this contract that the parties cannot resolve in the ordinary
course of business shall be submitted to the negotiation process provided in Chapter
Final 211612005
TAMU-CCICoke Contract
2260, subchapter Byof the Government Code. To initiate the process, the contractor
shall submit written notice, as required by subchapter Byto the Director of
Purchasing. Said notice shall specifically state that the provisions of Chapter 2260,
subchapter B, are being invoked. A copy of the notice shall also be given to all other
representatives of Texas A&M University-Corpus Christi and the contractor
otherwise entitled to notice under the parties' contract. Compliance by the contractor
with subchapter B is a condition precedent to the filing of a contested case
proceeding under Chapter 2260, subchapter C, of the Government Code.
Neither the occurrence of an event nor the pendency of a claim constitutes grounds
for the suspension of performance by the contractor, in whole or in part.
Final 211612005
TAMU-CClCoke Contract
17. MISCELLANEOUS PROVISIONS
17.1 Entire Agreement, This Agreement and its Exhibits contain all the terms
and conditions agreed on by the parties with respect to this Agreement's
subject matter. This Agreement does not invalidate or amend any other
agreement between TAMU-CC and Company with respect to other subject
matter.
17.3 Retained Rights. This Agreement does not give any party any interest in
or the right to use the trademarks of another party except as specifically
authorized in this Agreement. Even if use of a party's trademarks is
specifically authorized, the trademarks remain solely that party's property,
and no joint ownership can arise because of the other party's use under this
Agreement. This Agreement does not make any party the agent of another
party, nor does it create any partnership of joint venture between TAMU-CC
and the Company.
17.6 Assignment,
Final 2/ 16/2005
TAMU-CC/Coke Contract
17.7 Notice. Any notice or other communication under this Agreement must
be in writing and must be sent by registered mail or by an overnight courier
service that provides a confirming receipt. A copy of the notice must be sent
by Fax when the notice is sent by mail or courier. Notice is considered duly
given when it is received by the other party through the mail or delivered by
courier. Unless otherwise designated by the parties, notice must be sent to the
following addresses:
17.9 Headings. All heading are for reference purposes only and must not
Affect the interpretation of this Agreement. All references to "days" in
this Agreement mean calendar days, unless working days are expressly
stated. All references to "including" mean "including without limitation."
Final 211612005
TAMU-CClCoke Contract
17.11 Governing Law. This Agreement is executed and construed under the
Laws of the State of Texas. It is agreed that in the execution of this
Agreement, no party waives any right, privilege, responsibility, immunity
or defense that would otherwise be available to it. Venue in any action
brought hereunder shall be in Nueces County, Texas.
"TAMU-CC"
*fi
TEXAS A&M UNIVERSITY-CQRPUS CHRISTI
BY: Jud H a
h e b t o r o&chasing and HUB Program
R M M E N D APPROVAL:
n
"COMPANY"
COCA-COLA ENTERPRISES
SOUTHWEST TEXAS DIVISION
By:
-
Date: 2-18-d
Final 211612005
TAMU-CClCoke Contract
EXHIBIT A
Final 211612005
TAMU-CCICoke Contract
EXHIBIT B (1)
VENDING COMMISSIONS
Final 211612005
TAMU-CCICoke Contract
EXHIBIT B (2)
FIRST YEAR PRICING - OTHER RETAILS
Final 2/16/2005
TAMU-CC/Coke Contract
EXHIBIT C
INCENTIVE COMMISSIONS
Final 211612005
TAMU-CClCoke Contract
YOUR COMPLETE BEVERAGE SUPPLlER Youth Market Manager
361-6934274 Off ice
El Mercado
-
CARBONATED BEVERAGES
1-10 cases $13.00
11-19cases $11.50 1802 Glass I I 11 Liter Plastic
-
I I
20+ cases $7.10 Classic Coke n Classic Coke
11?oz Cans I I Sprite*
Diet Coke
Classic Coke
Vanilla Coke Dr.Pepper
Diet Vanilla Coke Schweppes Diet Tonic*
CF Classic Coke* - - - - --- Schweppes Club Soda*
? ~, Q ~ , @ ~-....+
....\.
p&-;:
., -- .,* ..,:. .,..*,:: .
,<:~:;:.:.:.':-:',~ s .:~ ~@.jc
I
,,,..-...,.r-. >
.",. .v,,<.., . + >
.,.
1602 can
I ~POWERADE12 or plastic I
Apple Juice* Lemon Lime*
Orange Juice* Fruit Punch*
Mountain Blast*
)MINUTE MAID 16 or Plastic I I
Apple Juice loo%*
Orange Juice loo%*
Pink Grapefruit* Lemon Lime"
Fruit Punch*
Mountain Blast*
- -
1 '
.@...
: ~ ' i l q @ q $ ~ l ~ ~ s1 q$*?~x<+~~y:f > x
' 8 3 f ;I^S,=;, P i
p ~ ~ ~ s ~ ~ L ~ ; ~ ~ ~ ~ ! 2 k 2; :
: , @
I
Grape*
2002. $15.00 Orange Tropical*
1 Liter $14.50 Mixed Berry*
Fruit Medley*
Berry Kiwi*
Tropical citrus*
Raspberry Lemonade*
Lemonade*
Lemonade Light*