Coke Contract. Texas A&M Corpus Christi CocaColaWtrEmrgDel 0821

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TEXAS A&M UNIVERSITY-CORPUS CHRISTICONTRACT AGREEMENT

Disaster Recovery Delivery of Bottled Water

This contract is entered into this25 day of July 2006, by Texas A&M University-Corpus ChristiTX, a component of the ~exasA&~niversity System, an agency of the State of Texas,(hereinafter called TAMU-CC) and Coca-Cola Enterprises Inc. d/b/a Coca-Cola BottlingCompany of the Southwest, a Delaware corporation (hereinafter referred to as the "Company").WITNESSETH that the Company and TAMU-CC, in consideration of the mutual covenants,promises and agreements herein contained, agree as follows:1. SCOPE OF SERVICESTAMU-CC will procure from the Company 1,000 cases of bottled water (24 -112 ltr. Bottlesper case

@

$12.00 per cs.) from its suppliers for delivery to TAMU-CC. Company willendeavor to deliver, but does not guarantee, that delivery will take place within 24 hours to48 hours after the roads have been cleared to Ward Island following a natural disaster,terrorist attack, hurricane, or any other disaster that would render TAMU-CC without anydrinkable water. TAMU-CC acknowledges that in the event of a disaster (as describedabove), Company will have a very limited supply of bottled water, and will have extremedemand for such water, from other customers as well as from government relief agencies andemergency and rescue personnel. In view of such acknowledgment, TAMU-CC agrees thatCompany shall have no liability of any kind or nature to TAMU-CC if Company is unable todeliver the water as described above. The order would be placed by calling the Coca-Colaemergency contact person, using the contact information located in Attachment "A". TheCompany may deliver water from any of three locations, as follows: Pricing is quoted fordelivery from each location: 1" option

-

delivery from Corpus Christi, Texas, 2ndoption

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delivery from McAllen, Texas, 3rd option

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delivery from San Antonio, Texas. The firstdelivery site on campus will be determined by the command post operating to control islandrecovery. In the event there is no command post, delivery will be determined by contactingRoy Coon. Roy Coon or his desingee, or the command post commander will initiate the orderfor the bottled water to be delivered.In the event of any conflict between the terms and provisions of this Contract and the termsand provisions of the Contract Documents (listed under section 4 below), the terms andprovisions of the Contract shall control and prevail over those in the Contract Documents. Inthe event of conflicts between the various instruments comprising the Contract Documents,the most recent document or instrument shall control and prevail over an earlier document orinstrument.2. TERM OF THE CONTRACT:This Agreement shall become effective when executed by both parties and shall remain ineffect from Julya, 2006 through June

a,

2007 with provisions for annual renewal for up tofour (4) additional one (1) year periods not to exceed five

(5)

years. This will be done uponmutual written agreement of both parties.

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3. COMPENSATION AND METHOD OF PAYMENT:This contract is valued at an estimated amount of $12,000.00. This estimate is not aguarantee of commitment for funding.If the purchase exceeds the contract amount, the TAMU-CC shall request more product forthe same pricing

.

Upon TAMU-CCYswritten request the Company will submit a detailed invoice with dates,times and descriptions of additional cases. Company will be paid $12.00 per additional case.

4.

CONTRACT DOCUMENTS:Attachment

"A"

COKE Emergency Contacts5. GOVERNING LAW

AND

VENUE:This Agreement is construed under and in accordance with the laws of the State of Texas, andis perfomable in Nueces County, Texas; however, by statute, mandatory venue for all legalproceedings against TAMU-CC is to be in the county in which the pricipal office of thegoverning officer is located. At execution of this Agreement, such county is Nueces County,Texas.

6.

SEVERABILITY:If any part of this Agreement shall be held illegal, unenforceable, or in conflict with any law,the validity of the remaining portions shall not be affected hereby.

7.

INSURANCE:Company shall procure at its own expense, and maintain during the existence of this Agreement,the following policies of insurance in connection with the delivery of bottled water:a. Worker's Compensation and Employer's Liability Insurance and such other insurance asmay be required under applicable state statutes;b. Comprehensive General Liability Insurance subject to $3,000,000 limits;c. Property Damage Liability Insurance in the amount of $1,000,000;d. Motor Vehicle Liability Insurance with limits of $100,000 per person, $300,000 peroccurrence, and $50,000 property damage.Company shall obtain and deliver certificates evidencing such insurance from its insurers, uponexecution of this Agreement.Company's insurance policies for delivery services shall name TAMU-CC as an additionalinsured and loss payee, but only with respect to liability arising out of operations performed forsuch insured by or on behalf of the named insured, and shall contain covenants requiring thirty(30) days written notice to TAMU-CC before cancellation, reduction, or other modification ofsuch coverage. These policies shall be primary and noncontributing with any insurance carried byTAMU-CC and shall contain a severability of interests clause with respect to gross liability,protecting each named insured as though a separate policy has been issued to each.

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8.

ENTIRE AGREEMENT:This document contstitutes the sole and entire agreement between TAMU-CC and Companyregarding the subject matter hereof. This document supersedes all oral or written previousand contemporary understandings or agreements relating to the specific matters containedherein. This Agreement may not be amended or otherwise altered except by mutualagreement in writing.

9.

ASSIGNMENT:This Agreement is not assignable without express written agreement of TAMU-CC andCompany.10. FORCE

MAJEURE:

Neither party will be responsible to the other for losses resulting from the failure to perfomany terms or provisions of this Agreement, except for payments of monies owed, if theparty's failure to perform is attributable to acts of war, riot, strike, civil disorder, or otherwork stoppage, fire, flood, acts of God, or any other act not within the control of the partywhose performance is interfered with, and which, by reasonable diligence, such party isunable to prevent.11. ALTERNATIVE DISPUTE RESOLUTION:The dispute resolution process provided for in Chapter 2260 of the Texas Government Codeshall be used, as hrther described herein, by Texas A&M University-Corpus Christi, and theVendor to attempt to resolve any claim for breach of contract made by Vendor:(a) Vendor's claim for breach of this contract that the parties cannot resolve in the ordinarycourse of business shall be submitted to the negotiation process provided in Chapter2260, subchapter

B,

of the Texas Government Code. To initiate the process, Vendor shallsubmit written notice, as required by subchapter B, to Director of Purchasing, JudyHarral. Said notice shall also be given to all other representatives of Texas A&MUniversity-Corpus Christi and Vendor otherwise entitled to notice under the parties'contact. Compliance by Vendor with subchapter B is a condition precedent to the filingof a contested case proceeding under Chapter 2260, subchapter C, of the TexasGovernment Code.

(b)

The contested case process provided in Chapter 2260, subchapter C, of the TexasGovernment Code is Vendor's sole and exclusive process for seeking a remedy forany and all alleged breaches of contract by Texas A&M University-Corpus Christi ifthe parties are unable to resolve their disputes under subparagraph (A) of thisparagraph.(c)Compliance with the contested case process provided in subchapter C is a conditionprecedent toseeking consent to sue from the Legislature under Ch. 107 of the CivilPractices and Remedies Code. Neither the execution of this contract by Texas A&MUniversity-Corpus Christi nor any conduct of any representative of Texas A&MUniversity-Corpus Christi thereafter shall be considered a waiver of sovereignimmunity to suit.

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