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‘TAMUK Agreement No. M6000) Beverage Vending Agreement Between Coca-Cola Enterprises Ine. d/b/a ‘Coca-Cola Bottling Company of the Southwest And ‘Texas A&M University- Kingsville This agreement (“Agreement”) is made effective as of the 16" day of November, 2005 by and between Texas A&M University-Kingsville, 2 member of the Texas A&M University System, an agency of the State of Texas with its principal offices located at 955 University Blvd, Kingsville, Texas 78363 (*TAMUK") and Coca-Cola Enterprises Inc. d/b/a Coca-Cola Bottling Company of the Southwest, a Delaware corporation, with a business office located at 5126 Greenwood Drive, Corpus Christi, Texas 78417 (“Bottler”). WITNESSETH: WHEREAS, TAMUK desires to grant to Bottler the right to advertise and sell its beverage products through vending machines on the Campus (as defined below); and WHEREAS, Bottler desires to advertise and sell certain of its beverage products through vending machines on the Campus. NOW THEREFORE, in consideration of the mutual covenants and promises herein contained the parties do hereby agree as follows: 1. Definitions. (@) “Agreement Year” means each twelve-month period beginning with the first day of the Term, (b) “Beverages” shall mean all carbonated and non-carbonated nonalcoholic beverages of any kind, but shall not include fresh-brewed unbranded coffee and fresh-brewed unbranded tea products, unflavored dairy products, hot chocolate, water drawn from the public water supply or unbranded juice squeezed fresh at the Campus. (©) _ “Products” shall mean all Beverages sold through vending machines owned and stocked exclusively by Bottler. (@ “Competitive Products” shall mean all Beverages which are not Products, (©) “Campus” shall mean all academic facilities in Kingsville, Texas now or hereafter ‘operated by or in connection with TAMUK during the Term. References to Campus include all buildings and grounds associated with TAMUK including all parking lots, grounds, residence halls, branded or unbranded food service outlets, and concession and vending locations. References to Campus shall specifically exclude: (j) all athletic venues operated by TAMUK(’s Athletic Department (including Javelina Stadium, McCulley Hall, Steinke Center, Nolan Ryan Field and Vernie and Blanche Hubert (CADscunents nd Sela 4dy DocueatTeas ARM KVieplTeas AM King Veiig,CCE re 1-1605 oe Fie\d); (i) all dining locations managed by a third party food service operator; the Caesar Kleberg, Wildlife Research Park and (iii) TAMUK’s bookstore. 2 Tem ‘This Agreement shall be in effect for a period of five (5) years, beginning September 1, 2005 and ending August 31, 2010, unless sooner terminated as provided herein (the “Term”), This Agreement may bbe renewed for up to five (5) additional one year periods upon mutual written agreement by both parties. 3 vertisin (@) _ TAMUK hereby grants to Bottler the non-exclusive right to advertise Beverages and specifically Products at the Campus, (b)__ TAMUK agrees to allow Bottler’s advertising to be positioned in such @ manner that the advertising message is in no way obscured (electronically or otherwise). All equipment dispensing Products shall be prominently identified with the appropriate trademarks/logos. 4 Product Rights (@) _TAMUK hereby grants to Bottler the non-exclusive right to sell Beverages through vending. ‘machines owned, stocked and serviced exclusively by Bottler on the Campus. Bottler shall have the right to place and maintain in place a minimum of twenty-nine (29) full-service Beverage vending machines in ‘mutually agreed upon high traffic locations on the Campus, No Competitive Products shall be made available through Bottler’s vending machines. (b) ‘TAMUK and Bottler agree that, at a minimum, the following Products will be available ‘on Campus: Coca-Cola® Classic (or Coke®), diet Coke®, Sprite®, Dasani® and DrPepper®.) 5. Equipment (@) During the Term, Bottler will provide to TAMUK, pursuant to the terms of Bottles ‘equipment placement agreement, at no cost, that Beverage dispensing equipment reasonably required and as mutually agreed upon to vend Beverages at the Campus (“Vendors”). Bottler agrees that all Vendors shall bbe equipped with dollar bill validators. (®) _ TAMUK agrees (j) all Vendors shall remain the property of Bottler, (iii) the Vendors may not be removed from the Campus without Bottler’s written consent, and (iv) TAMUK will not ‘encumber the Vendors in any manner or permit any attachment thereto except as authorized by Bottler for the equipment. © Bottler will provide TAMUK with reasonable, free service to its Vendors. Bottler will install, operate, stock and maintain all Vendors placed under this Agreement. Vendors will be ‘maintained in commercially reasonable working order and shall be re-stocked with sufficient frequency to prevent sell-outs. All equipment service will be provided during normal business hours. Bottler will not be obligated to provide service hereunder during periods in which it is prevented from doing so due to strikes, civil disturbances, unavailability of parts or other causes beyond the control of Botller. Bottler will not be liable for damages of any kind arising out of delays in rendering service. 6. ‘Consideration (@) Commissions. Bottler shall pay TAMUK a monthly commission on cash collected (after deducting taxes, applicable fees, and any government imposed deposits) on full-service Beverage vending sales at the Campus. Commission rates and vend prices for each Agreement Year are set forth in Exhibit A. Commissions shall not be payable on any sales from vending machines not filled or serviced exclusively by Bottler. Commissions will be paid monthly, in arrears, within twenty (20) days following the month in which they were earned, with an accounting of all sales and monies in a form reasonably satisfactory to TAMUK and shall become immediate property of TAMUK. (b) _ Growth Incentive Rebate. After Agreement Year One and during the remainder of the Term, TAMUK may carn a Growth Incentive Rebate at the rate of one dollar ($1.00) per standard Physical case, back to case one, of vended Product if TAMUK experiences at least a fifteen percent (15%) increase in Campus sales volume of vended Product from the previous Agreement Year, The Growth Incentive Rebates, if any, shall be paid annually, in arrears, within thirty (30) days of the end of the Agreement Year in which they are earned and will be based on Bottler’s vending case sales records, 7. ‘Termination (@) __ This Agreement may be terminated, with or without cause, by either party upon thirty (30) days advance written notice. In the event of any such termination, TAMUK shall make all Vendors provided hereunder available for pick-up by Bottler. (6) any of the rights granted to Bottler herein are materially restricted or limited during the ‘Term, or if there is a closing of 2 material component of the Campus, then in addition to any other remedies available to Bottler, Bottler may clect, at its option, to adjust the commission rates and/or Growth Incentive Rebates to be paid to TAMUK for the then remaining portion of the Term to reflect the diminution of the value of rights granted hereunder to Bottler. In the event Bottler clects to exercise its right fo such adjustment, TAMUK may, at its option, within ten (10) days following receipt of notice of any adjustment, notify Bottler of its disagreement with the amount of the adjustment, The parties will then attempt in good faith to resolve the disagreement over such adjustment. If the parties cannot, after good faith negotiations, resolve the matter, Bottler may terminate this Agreement and TAMUK shall make all Vendors provided hereunder available for pick-up by Bottler. (©) TAMUK represents and warrants that it has full right and authority to enter into this Agreement and to grant and convey to Bottle the rights set forth herein. Upon expiration or revocation of such authority, then at its option and not as its sole remedy, Bottler may terminate this Agreement and ‘TAMUK shall make all Vendors provided hereunder available for pick-up by Bottler. 8. Governing Law ‘This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, 9. Applicable Law. Each of the parties hereto agrees that it will, in its performance of its obligations hereunder, fully comply with all applicable laws, regulations and ordinances of all relevant authorities and shall obtain all licenses, registrations or other approvals required in order to fully perform it obligations hereunder.