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VENDING AGREEMENT “This agreement (‘Agreement’) is entered into between Coca-Cola Enterprises Inc. dib/a Coca- ~ Cola Bottling Company of North Texas (‘Contractor’) and The University of Texas at Dallas University’). TALS {A) The University desires that certain Beverages and services be made available on the Campus for the benefit and convenience of its students, faculty and staff by means of exclusive vending machines; and (B) Contractor represents that it has the knowledge, ability, equipment, and personnel properly to conduct Beverage vending machine operations on the Campus, and the University in reliance on such assurance is willing to contract in such capacity on the terms and agreements expressed below. (C) All Beverages will be purchased from Contractor for all Beverage vending to include all locations existing and future sites of University. (D) All defined terms used in this Agreement and not otherwise defined shall have the meanings set forth in Exhibit A. TERMS AND CONDITIONS: 1. Vending Operations. University grants Contractor the exclusive right to vend Beverages on the Campus. Contractor shall provide University with Beverage vending machines ("Venders”) (“dispensing Products that may be lawfully sold. The current locations of such Venders on the Campus are set forth below: Location Number of Venders Green Center Central Receiving Callier Center for Communication Disorders. Callier Center, basement Visual Arts Building Green Building, 2" floor Green Building, 3" floor Green Building, 4" floor Physical Plant Engineering/Computer Science, 2" floor Engineering/Computer Science, 3 floor Engineering/Computer Science, south annex Conference Center Jonsson Building, 4" floor Multi-Purpose Building, 2"! & 3° floor NAss0Nananannse legalighurst t datas Library, lower level Activities Center Berkner Building, 1" floor lobby Founders Hall Hoblitzelle North Hall ‘Student Union, outside Student Union, 1° floor Student Union breakroom Callier Center, main Campus satellite (Callier North) ‘School of Management building Raeeenssan Total 40 The above-isted locations may be changed from time to time with the prior writen authorization of University. 2. Product Rights. University grants Contractor the exclusive right to make Beverages available in coolers (“Coolers”) in the bookstore and dining hall on the Campus; provided, however, that each of the bookstore and dining hall will have the right to have one (1) one- door cooler that makes Competitive Product available. In no event shall Competitive Product be made available in Coolers otherwise. 3. ‘Machines and Beverages. Contractor agrees that the Venders and Coolers, hereinafter referred to as (“Equipment”), installed will be of a size specified by the University and must be a new or relatively recent model. The Equipment must, in the University’s judgment, compare favorably in appearance with the best machines available. The Equipment shall be installed and operated in conformity with all federal and state laws and regulations, local ordinances, Rules and Regulations of the Board of Regents of The University of Texas System and all institutional rules of the Unive All vended Products shall conform in all respects to local, state, and federal laws and regulations relating to the standards of food and drink and shall be suitable for human consumption in all respects. 4. Liability. Contractor shall be liable for all damages to property or persons resulting from acts of negligence on the part of its employees or agents or by any unwholesome condition of the Equipment. Contractor shall hold the University harmless and free from any loss, cost, damage or expense arising out of any occurrence relating to Contractor's operations pursuant to a breach of the resulting Agreement and will indemnify the University against any damage or claim arising from the negligence or willful misconduct of Contractor's employees or agents or arising from a defect in any beverage sold by Contractor. 5. Insurance. Contractor shall maintain Commercial General Liability Insurance Coverage, including Bodily Injury, Property Damage and Beverage Liability, with limits of at $1,000,000 per occurrence. Contractor will require the insurance carrier to: . a. provide a Certificate of Insurance showing the liability limits to the University; and legafighureta t dallas b. give University thirty (30) days’ notice of cancellation of any required policy. In the event of notice of insurance cancellation, the Contractor shall obtain a policy of insurance with the same limitations and coverage from an insurance carrier acceptable to the University prior to the effective date of cancellation. in the event the Contractor fails to obtain such an insurance policy, the University may consider this Agreement breached and may terminate this ‘Agreement, effective upon the cancellation of the insurance policy then in force and effect without waiver of any damage claim for Contractor’s breach, 6. Rovalty/Commission._ As a part of the consideration of this Agreement, Contractor shall pay the University the percentages of cash collected for each vended Product listed below: Direct Delivery Pricing (Exhibit B) ‘Commission Schedule - Machine Vended beverages: 12 ounce Aluminum Cans: Price per Unit: $.75 Commission percentage: 43.0% 20 ounce/.5 Liter Plastic Bottles: Price per Unit:$1.00 ‘Commission percentage: 36.6% 11.8 ounce Juice Drinks: Price per Unit: $1.00 Commission percentage: 22.9%% Dasani 12 ounce water non returnable bottles Price per Unit: $.75 ‘Commission percentage: 22.9% PowerAde 20 ounce non returnable bottles Price per Unit: $1.00 ‘Commission percentage: 22.9% Minute Maid 15.2 oz juices and Dasani 20 oz water non returnable bottles Price per Unit $1.00 Commission percentage: 22.9% ‘Swerve 11 ounce canned milk based beverages Price per Unit $1.00 Commission percentage: 22.9% Product vend price shall only be changed by mutual written consent of the parties in the form of an Addendum to this Agreement. ‘Commissions shall be paid on or before the tenth day following the last day of each month, ‘accompanied by a detailed statement, in duplicate, of the net volume for each Product vended by location thereof. University shall have the right to audit the records of Contractor related to the vending commission at any mutually agreed upon reasonable time during business hours, legalghuretu t dallas