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TEXAS A&M UNIVERSITY-CORPUS CHRISTI

CONTRACT AGREEMENT
Disaster Recovery Delivery of Bottled Water

This contract is entered into this25 day of July 2006, by Texas A&M University-Corpus Christi
TX, a component of the ~ e x a s A & University
~ System, an agency of the State of Texas,
(hereinafter called TAMU-CC) and Coca-Cola Enterprises Inc. d/b/a Coca-Cola Bottling
Company 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 SERVICES

TAMU-CC will procure from the Company 1,000 cases of bottled water (24 -112 ltr. Bottles
per case @ $12.00 per cs.) from its suppliers for delivery to TAMU-CC. Company will
endeavor to deliver, but does not guarantee, that delivery will take place within 24 hours to
48 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 any
drinkable water. TAMU-CC acknowledges that in the event of a disaster (as described
above), Company will have a very limited supply of bottled water, and will have extreme
demand for such water, from other customers as well as from government relief agencies and
emergency and rescue personnel. In view of such acknowledgment, TAMU-CC agrees that
Company shall have no liability of any kind or nature to TAMU-CC if Company is unable to
deliver the water as described above. The order would be placed by calling the Coca-Cola
emergency contact person, using the contact information located in Attachment "A". The
Company may deliver water from any of three locations, as follows: Pricing is quoted for
delivery from each location: 1" option - delivery from Corpus Christi, Texas, 2ndoption -
delivery from McAllen, Texas, 3rd option - delivery from San Antonio, Texas. The first
delivery site on campus will be determined by the command post operating to control island
recovery. In the event there is no command post, delivery will be determined by contacting
Roy Coon. Roy Coon or his desingee, or the command post commander will initiate the order
for the bottled water to be delivered.

In the event of any conflict between the terms and provisions of this Contract and the terms
and provisions of the Contract Documents (listed under section 4 below), the terms and
provisions of the Contract shall control and prevail over those in the Contract Documents. In
the 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 or
instrument.

2. TERM OF THE CONTRACT:

This Agreement shall become effective when executed by both parties and shall remain in
effect from J u l y a , 2006 through Junea, 2007 with provisions for annual renewal for up to
four (4) additional one (1) year periods not to exceed five (5) years. This will be done upon
mutual 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 a


guarantee of commitment for funding.

If the purchase exceeds the contract amount, the TAMU-CC shall request more product for
the 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 Contacts

5. GOVERNING LAW AND VENUE:

This Agreement is construed under and in accordance with the laws of the State of Texas, and
is perfomable in Nueces County, Texas; however, by statute, mandatory venue for all legal
proceedings against TAMU-CC is to be in the county in which the pricipal office of the
governing 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 as
may 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 per
occurrence, and $50,000 property damage.

Company shall obtain and deliver certificates evidencing such insurance from its insurers, upon
execution of this Agreement.

Company's insurance policies for delivery services shall name TAMU-CC as an additional
insured and loss payee, but only with respect to liability arising out of operations performed for
such 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 of
such coverage. These policies shall be primary and noncontributing with any insurance carried by
TAMU-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 Company
regarding the subject matter hereof. This document supersedes all oral or written previous
and contemporary understandings or agreements relating to the specific matters contained
herein. This Agreement may not be amended or otherwise altered except by mutual
agreement in writing.

9. ASSIGNMENT:

This Agreement is not assignable without express written agreement of TAMU-CC and
Company.

10. FORCE MAJEURE:

Neither party will be responsible to the other for losses resulting from the failure to perfom
any terms or provisions of this Agreement, except for payments of monies owed, if the
party's failure to perform is attributable to acts of war, riot, strike, civil disorder, or other
work stoppage, fire, flood, acts of God, or any other act not within the control of the party
whose performance is interfered with, and which, by reasonable diligence, such party is
unable to prevent.

11. ALTERNATIVE DISPUTE RESOLUTION:

The dispute resolution process provided for in Chapter 2260 of the Texas Government Code
shall be used, as hrther described herein, by Texas A&M University-Corpus Christi, and the
Vendor 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 ordinary
course of business shall be submitted to the negotiation process provided in Chapter
2260, subchapter B, of the Texas Government Code. To initiate the process, Vendor shall
submit written notice, as required by subchapter B, to Director of Purchasing, Judy
Harral. Said notice shall also be given to all other representatives of Texas A&M
University-Corpus Christi and Vendor otherwise entitled to notice under the parties'
contact. Compliance by Vendor with subchapter B is a condition precedent to the filing
of a contested case proceeding under Chapter 2260, subchapter C, of the Texas
Government Code.

(b) The contested case process provided in Chapter 2260, subchapter C, of the Texas
Government Code is Vendor's sole and exclusive process for seeking a remedy for
any and all alleged breaches of contract by Texas A&M University-Corpus Christi if
the parties are unable to resolve their disputes under subparagraph (A) of this
paragraph.

(c) Compliance with the contested case process provided in subchapter C is a condition
precedent to seeking consent to sue from the Legislature under Ch. 107 of the Civil
Practices and Remedies Code. Neither the execution of this contract by Texas A&M
University-Corpus Christi nor any conduct of any representative of Texas A&M
University-Corpus Christi thereafter shall be considered a waiver of sovereign
immunity to suit.

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(1)The submission, processing, and resolution of Vendor's claim is governed by the
published rules as adopted by the Office of the Attorney General of the State of
Texas pursuant to Chapter 2260 as currently effective, hereafter enacted or
subsequently amended.

(2)Neither the occurrence of an event nor the pendency of a claim constitutes grounds
for the suspension of the performance by Vendor, in whole or in part.

(3)The designated individual responsible on behalf of Texas A&M University-


Corpus Christi for examining any claim or counterclaim and conducting any
negotiations related thereto, as required under 2260.052 of the Texas
Government Code shall be Director of Purchasing, Judy Harral.

12. STATE CONTRACTING REOUIREMENTS:

A. Company certifies that, upon the effective date of this Agreement, either Company (1) is
not delinquent in payment of State of Texas corporate franchise taxes, or (2) is not
subject to the payment of such taxes. Company agrees that any false statement with
respect to franchise tax status shall be a material breach, and TAMU-CC may terminate
this Agreement upon written notice to Company.

B. Company expressly acknowledges that a child support obligor who is more than 30 days
delinquent in paying child supoort and a business entity in which obligor is a sole
proprietor, partner, shareholder, or owner with an ownership interest of at least 25
percent is not eligible to receive payments from state funds under a contract to provide
property, materials, or services until all arrearages have been paid or the obligor is in
compliance with a written repayment agreement or court order as to any existing
delinquency. By executing this Agreement, Company certifies that the individual or
business entity named in this Agreement is eligible to receive payment from the state and
acknowledges that this Agreement may be terminated and payment may be withheld if
this certification is inaccurate.

NOTE: Any vendor or individual that suspects Fraud, Waste or Abuse on Procurement or
contracts with Texas A&M University-Corpus Christi may wish to report this by using the
confidential hotline number (888) 501-3850, (979) 458-7 115 or an email to :
http://sano.tamucc.edu.audit/reportfraud.html

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14. NOTICES:

Any written notice required by this Agreement shall be mailed first class to the address
below:

TAMU-CC: Texas A&M University-Corpus Christi


University Services
6300 Ocean Drive - Unit 5734
Corpus Christi, Texas 784.12-5734

Attn: Roy Coon, Safety Coordinator


(361) 825-5555 Phone
(361) 825-3337 Fax
roy.coons@tamucc.edu

Company: Coca Cola Bottling Company of the Southwest


5 126 Greenwood Drive
Corpus Christi, Texas 78417

Attn: Paul Minshew, District Sales Manager


(361) 693-4203 Phone
(361) 693-43 15 Fax
i-n1inshew@,11a.cokecce.coin

15. MISCELLANEOUS:

Company acknowledges it is informed Texas law prohibits contracts betweeen TAMU-CC


and its officers, and such prohibition extends to contracts with any partnership, corporation or
other organization in which any such officer has an interest. Company certifies, based on its
knowledge and belief (but without conducting independent investigation), and TAMU-CC
certify neither Company nor any person having an interest in this Agreement by, through or
under Company is an officer of TAMU-CC.

In WITNESS WHEREOF, the parties have caused this contract to be duly executed intending to
be bound thereby.

Coca-Cola Enterprises Inc. d/b/a


Coca-Cola Bottling Company of the

Name: Paul Minshew Name: Harral


PrintedITyped Name Printwypeq Name

Date: q\%e\ b Date:

Title: District Sales Manager Title: Purchasing Director

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Attachment "A"
Coca-Cola Emergency Contacts

1 Coca-Cola Bottling Company of the Southwest


5 126 Greenwood Drive
Corpus Christi, Texas 784 17

Contact: Brad Sarchet: local phone: 361-693-4288, Cell: 361-563-9185, Out of


Town Contact: 580-772-0611

Contact: Paul Minchew: local phone: 361-693-4203, Cell: 36 1-563-9146, Out


of Town Contact: 8 17-297-4555

2. Coca-Cola Bottling Company McAllen Sales Center


2400 Expressway 83, West
McAllen, Texas 78504

Contact: Lee Guerra: office: 956-632-3716, Cell: 956-357-2022

3. Coca-Cola Bottling Company San Antonio Sales Center


1 Coca-Cola Place
San Antonio, Texas 782 10

Contact: Jane Grout: office: 210-229-0572, Cell: 210-347-4147

4. TAMU-CC Contacts:

Contact: Roy Coon: Office 361-825-5555


Contact: Bob Martin: Office 361-825-5505, Cell: 361-728-6403

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