Loading...
HomeMy Public PortalAbout021-2016 - Parks - Coke Cola - Providing concessions to ParkAGREEMENT A/ THIS AGREEMENT made and entered into this / `day of /��2016, and referred to as Contract No. 21-2016, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Parks and Recreation (hereinafter referred to as the "City") and Coca-Cola Refreshments USA, Inc., One Coca-Cola Plaza, Atlanta, GA, 30313 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide soft drink concessions to the City of Richmond Parks Department (the Project). Certain Requests for Quotes dated December 8, 2015, have been made available for inspection by Contractor, are on file in the office of the Park Department for the City of Richmond, and are hereby incorporated by reference and made a part of this Agreement. Contractor agrees to abide by the same. The response of Contractor to said Request for Quotes is attached hereto as Exhibit A, which Exhibit is dated January 29, 2016, consists of eight (8) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor agrees to abide by the same. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. Contract No. 21-2016 Page 1 of 6 SECTION III. COMPENSATION City shall pay Contractor the rates described on "Exhibit A." SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all parties and shall continue in effect until December 31, 2021. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice, whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Page 2 of 6 Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage A. Worker's Compensation & Disability Requirements B. Employer's Liability C. Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage Limits Statutory $100,000 $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $2,000,000 each aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. Page 3 of 6 B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION VIII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. Page 4 of 6 SECTION IX. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5- 22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts and no right to jury trial will be waived. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. Page 5 of 6 In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Parks and Recreation By: Mike Foley, Preside t Date: 'V7116 APPROVED- �no"*Ylr Date: l "CONTRACTOR" COCA -COLA REFRESHMENTS USA, INC. One Coca-Cola Plaza Atlanta, GA 30313 Printed: �N[-,To a m--_ Title:— fS Of )) il�CA� Date: 3-30 Page 6 of 6 AC�R I a CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 3/11/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Beecher Carlson Insurance Services 6 Concourse Parkway, Suite 2300 Atlanta, GA 30328 CONTACT NAME: ATL Candl Joyner PHONE A/C No Alc No: 678.539.4890 E-MAIL ADDRESS: cioyner@beecher-cadson.com INSURE S AFFORDING COVERAGE NAIC # INSURER A: Ace American Insurance Company 22667 www.beechercadson.com INSURED Coca-Cola Refreshments USA, Inc. PO Box 1734 INSURER B : XL Insurance America 24554 INSURERC: Indemnity Insurance Company of North America 43575 INSURER D: Acid General Insurance Company 42757 Atlanta GA 30301 INSURERE: ACE Fire Underwriters 20702 INSURER F : COVERAGES CERTIFICATE NUMBER: 98g39787 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIDDrfYYY POLICY EXP MMIDDIYYYY LIMITS A I/ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR contractual liability HDO G27394024 5/1/2015 5/1/2016 EACH OCCURRENCE $ 1,000,000 DAMAISES PREMEa occurrence $ 50,000 ✓ MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 LAGGREGATELIMITAPPLIESPER POLICY❑ PRO- ❑LDC JECT M'OTHER GENERAL AGGREGATE $ 1,000,000 PRODUCTS-COMP/OPAGG $ 1,000,000 $ B AUTOMOBILE LIABILITY ✓ ANY AUTO OWNEDL SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED 1AUTOS ONLY AUTOS ONLY RAD 943765502 (AOS) 5/1/2015 5/1/2016 Ea acadeDtSINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB EXCESS LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION$ $ C A D E WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANYPROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA I I WLR C4815170A (AIDS) WLRC48151711(AZ,CA,MA) WLRC48151723 (TN) - SCF C48151735 (WI) I 5/1/2015 5/1/2015 5/1/2015 5/1/2015 5/1/2016 5/1/2016 5/1/2016 5/1/2016 '/ STATUTE FRH E.L. EACH ACCIDENT $ 1,000,000 E.LDISEASE- EAEMPLOYE $ 1,000,000 E.L DISEASE - POLICY LIMIT 1 $ 1,000, 000 A Excess WC (*GA, LA, MI, OH, OK, OR, WA) WCU C48151693 5/1/2015 5/1/2016 'Statutory Excess of $1MM each accident for listed states DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Richmond Parks Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 50 N 5th Street ACCORDANCE WITH THE POLICY PROVISIONS. Richmond IN 47374 AUTHORIZED REPRESENTATIVE Sharon D. Brainard ©1988-7015 ACORD CORPORA TiON. AU rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 28932787 11S/16 $5M GL.$1M AL. $1M WC I (ATL) Candi Joyner 1 3/11/2016 10:28:25 AM (EST) I Page 1 of 1 BEVERAGE AGREEMENT 1. PARTIES Parties: BOTTLER: Coca-Cola Refreshments USA, Inc. ACCOUNT: Richmond Parks Department 50 North Fifth St Richmond, Indiana 47374 2. DEFINITIONS (a) "Agreement Year" means each twelve-month period during the Term beginning with the first day of the Term. (b) "Beverages" means all non-alcoholic beverages (i.e. anything consumed by drinking), whether or not such beverages (i) contain nutritive, food, or dairy ingredients, OR (ii) are in a frozen form. This definition applies without regard to the beverage's labeling or marketing. Powders, syrups, grounds (such as for coffee), herbs (such as for tea), concentrates, K-Cups®, pods and all other beverage bases from which Beverages can be made are deemed to be included in this definition. For the avoidance of doubt, "flavor enhancers", "liquid water enhancers", brands and products of water purification and Beverage making systems (e.g. Brita®, Soda Stream0), and non-alcoholic beverages sold as "shots" or "supplements" are considered Beverages. "Beverage" or "Beverages" shall not include fresh -brewed unbranded coffee and fresh -brewed unbranded tea products, unflavored dairy products, water drawn from the public water supply or unbranded juice squeezed fresh at the Facility. (c) "Products" shall mean Beverage products purchased directly from Bottler or sold through vending machines owned and stocked exclusively by Bottler. (d) "Competitive Products" shall mean all Beverages which are not Products. (e) "Concessionaire" means any current or future third -party food service provider under agreement with Account at the Facility that directly or indirectly relate to the service of Beverages. (f) "Facility" shall mean the entire premises of Richmond City Parks located at 50 North 5th St, Richmond, Indiana 47374 including all currently existing and future buildings, and includes, without limitation, the grounds, all vending and concession areas, sidelines, benches and locker rooms, branded and unbranded food service outlets and dining facilities. 3. TERM 3026928/WJB Classified - Confidential The Term of this Agreement shall begin on 02/01/2016 and shall continue through a period of 5 years or until such time as the Account has purchased 1,430 standard physical cases and 1,940 gallons of Products from Bottler and/or Bottler authorized distributor (hereinafter the "Volume Commitment"), whichever occurs last. 4. ADVERTISING RIGHTS (a) Account hereby grants to Bottler the exclusive right to advertise Beverages and specifically Products (i) at the Facility and (ii) in connection with the Facility. No permanent or temporary advertising, signage or trademark visibility for Competitive Products will be displayed or permitted anywhere at the Facility. (b) Account agrees that Bottler's advertising shall be positioned at all times in such a manner that the advertising message is in no way obscured (electronically or otherwise) and is clearly visible to the general public and media. The Products shall be prominently listed on any menu boards located at the Facility and all equipment dispensing Products shall be prominently identified with the appropriate trademarks/logos. (c) Account further agrees that all Products will be dispensed in Bottler's equipment and that no other trademarked, equipment, coolers or containers will be permitted. 5. SPONSORSHIP RIGHTS (a) Bottler will have the exclusive right to advertise the Products as the "Official" or "Exclusive" soft drink, sports drink, water, tea, energy drink and/orjuice orjuice drink, etc. of the Facility. (b) Account hereby grants to Bottler a royalty -free license, exclusive for Beverages, to use the trademarks, logos and other intellectual property of the Account and Facility ("Account Marks") in connection with the promotion of Products. Such promotion may occur in advertising (TV, radio, and print), packaging, vessels, promotional materials, and point of sale materials for Products and may be in connection with the marks and logos of Bottler's customers. (c) Account will not enter into any agreement or relationship whereby any Competitive Products are associated in any manner with Account, the Facility, or any of the Account Marks in any advertising or promotional activity of any kind. 6. EQUIPMENT (a) During the Term, Bottler will loan to Account, pursuant to the terms of Bottler's equipment placement agreement, at no cost (except as prohibited by law, rule or regulation, in which case the rent charged shall be the lowest legal rate available from Bottler), that Beverage dispensing equipment reasonably required and as mutually agreed upon to dispense Beverages at the Facility ("Equipment"). Account represents and warrants that electrical service at the Facility is proper and adequate for the installation of Equipment, and Account agrees to indemnify and hold Bottler harmless from any damages arising out of defective electrical services. (b) Account agrees that Bottler shall have the right to place a minimum of 6 pieces of Equipment in mutually agreed upon locations at the Facility. 7. PRODUCT RIGHTS (a) Account hereby grants to Bottler the exclusive right to sell or distribute Beverages at the Facility. Account and/or its Concessionaires shall purchase all Products, (and cups, lids and carbon dioxide, if applicable) directly 3026928/WJB Classified - Confidential o from Bottler. No Competitive Products may be sold, dispensed, sampled or served anywhere at the Facility. 8. CONSIDERATION In consideration of the rights and benefits granted to Bottler hereunder, Bottler agrees to provide Account with the following: (a) Sponsorship Fees. Bottler agrees to pay Account an aggregate of eleven thousand two hundred fifty dollars ($11,250) for the entire Term (the "Sponsorship Fees"). The first installment shall be payable within sixty days (60) after the date this Agreement is fully executed and subsequent installment amounts are paid as set forth in the attached Sponsorship Fee Exhibit. The Sponsorship Fees shall be deemed earned evenly over the Agreement Year for which they are paid. (b) Pricing. Account shall be entitled to purchase Products from Bottler in accordance with the price schedule set forth in Pricing Exhibit. Thereafter, such prices will increase annually by 5 percent over the previous Agreement Year's price, except in the event of an increase in a component of Bottler's cost of goods, manufacture or delivery, or increases in taxes, deposits and other government related fees in which case Bottler may increase prices to cover such increased costs. Annual price increases shall occur automatically on 02/01. (c) Rebates. Bottler will pay Account a rebate ("Rebate") for each standard physical case or box of Product purchased and paid for by Account for sale at the Facility during the Term as attached in the Rebate Exhibit. The Rebates shall be paid in arrears, within sixty (60) days after the end of each applicable Quarter in which the Rebate was earned during the Term, and will be based on Bottler's case sales records. (d) Complimentary Product. Each Agreement Year, Bottler shall provide Account with up to 75 standard physical cases of complimentary Products of Bottler's choosing with an annual estimated retail value of five hundred dollars ($500), as determined in good faith by Bottler. Such complimentary Products will be provided to Account upon reasonable advance request. Account must request all available complimentary Products during the course of each Agreement Year. If Account does not request all available complimentary Products by the end of each Agreement Year, then any complimentary Products remaining at the end of each Agreement Year shall be forfeited by Account and retained by Bottler with no further obligation. (e) In the event Account employs a Concessionaire, Account will cause Concessionaire to purchase from Bottler all requirements for Beverages (and cups, lids and carbon dioxide, if applicable). Such purchases will be made at prices and on terms set forth in Bottler's existing agreement with Concessionaire, if any. If no agreement exists between Concessionaire and Bottler, such purchases will be made at prices and on terms set forth in this Agreement. Account acknowledges that there will be no duplication of allowances, funding or benefits (including pricing) to Account or Concessionaire if Concessionaire has an existing agreement with Bottler. 9. TERMINATION (a) If Account breaches any of its obligations set forth in this Agreement, then at its option and not as its sole remedy, Bottler may terminate this Agreement, and Account shall (i) return any Equipment, (ii) pay to Bottler a pro rata portion of the costs of refurbishing and installing the Equipment, and (iii) pay to Bottler the unearned portion of pre -paid Sponsorship Fees or other upfront funding, if any. (b) Notwithstanding the other provisions of this Agreement, if any federal, state or local law, rule, regulation or order prohibits, restricts or in any manner interferes with the sale or advertising of Beverages at any time during the Term of this Agreement or if for any reason the use of the Facility declines, then at its option and not as its sole remedy, Bottler may terminate this Agreement and Account shall (i) return any Equipment, (ii) pay to Bottler a pro rata portion of the costs of refurbishing and installing the Equipment, and (iii) pay to Bottler the unearned portion of pre -paid Sponsorship Fees or other upfront funding, if any (c) Account represents and warrants that it has full right and authority to enter into this Agreement and to 3026928/WJB Classified - Confidential GE G: grant and convey to Bottler 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 Account shall (i) return any Equipment, (ii) pay to Bottler a pro rata portion of the costs of refurbishing and installing the Equipment, and (iii) pay to Bottler the unearned portion of pre -paid Sponsorship Fees or other upfront funding, if any. (d) Bottler shall have the right to withhold and not pay further any amounts which may become payable to Account pursuant to this Agreement if: (i) Account has failed to perform its obligations hereunder, (ii) Bottler's rights hereunder have been lost, limited or restricted, or (iii) there exists a bona fide dispute between the parties. (e) Nothing in this section shall operate to restrict any of Bottler's other remedies in the event of a material breach by Account. 10. GOVERNING LAW This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to its conflict of law rules. 11. COMPLIANCE WITH 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 its obligations hereunder. 12. RETENTION OF RIGHTS Account shall not obtain, by this Agreement, any right, title or interest in the trademarks of The Coca-Cola Company or Bottler, nor shall this Agreement give Account the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of Bottler or The Coca-Cola Company. 13. CONFIDENTIALITY During the Term, and for a one (1) year period thereafter, the parties shall keep the terms of this Agreement confidential. 14. JURY WAIVER EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES. THIS WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. 15. ENTIRE AGREEMENT This Agreement and its exhibits contains the entire agreement between the parties with respect to the subject matter hereof. Account may not assign this Agreement without the prior written consent of the Bottler. All 3026928/WJB Classified - Confidential amendments to or waivers of this Agreement must be in writing signed by all the parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. BOTTLER By: Printed Name: Title: Date: 3026928/WJB ACCOUNT Printed Name: Title: Date: Classified - Confidential PRICING EXHIBIT INITIAL PRICE SCHEDULE* PACKAGE/PRODUCT PRICE PER STANDARD PHYSICAL CASE 20 oz PET - DASANI $ 14.00 20 oz PET - MM Refreshment $ 26.00 20 oz PET - DASANI Flavors $ 14.00 20 oz PET - FUZE Refresh $ 26.00 20 oz PET - POWERADE $ 26.00 20 oz PET - KO CSD $ 26.00 18.5 oz PET - Gold Peak $ 26.48 16 oz Can - Monster Brands $ 36.24 16.9 oz PET - vitaminwater $ 22.00 CO2 20lbs $ 27.33 16z Cup Paper $ 69.55 24z Cup Paper $ 58.32 32z Cup Paper $ 58.32 32z Lid Paper $ 38.39 12/16/21 z Lid/cs $ 43.20 BIB Package/Product Price/BIB 5 Gallon BIB KO $ 90.00 2.5 Gallon BIB KO $ 46.88 2.5 Gallon BIB Gold Peak $ 46.88 *All prices are per standard physical case or BIB and exclusive of taxes, deposits, handling fees, and recycling fees. 3026928/WJB Classified - Confidential REBATE EXHIBIT Package/Product Rebate per standard physical case 5 Gallon BIB KO $5.00 2.5 Gallon BIB KO $2.50 2.5 Gallon BIB Gold Peak $2.50 3026928/VV8 Classified Confidential SPONSORSHIP EXHIBIT Sponsorship Fees Sponsorship Fee Installment Amount Agreement Year or Date $ 2,250 2016 $ 2,250 2017 $ 2,250 2018 $ 2.250 2019 $ 2,250 2020 3026928/WJB Classified - Confidential