HomeMy Public PortalAbout040-2022 - Coca-Cola - providing soft drinks for machine AGREEMENT
THIS AGREEMENT made and entered into this {�� day of /froy 2022, and
referred to as Contract No. 40-2022, 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 CCBCC Operations, LLC, 4100 Coca-Cola Plaza, Charlotte,North
Carolina, 28211 (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).
Contractor shall perform all services described on Contractor's proposal marked as "Exhibit A"
which Exhibit consists of ten (10) pages, and which is attached hereto and made a part hereof.
Contractor agrees to abide by the same. Contractor expressly authorizes the City of Richmond to
incorporate Contractor's proposal into this Agreement and disseminate or display said proposal
in accordance with the Indiana Access to Public Records Act.
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. 40-2022
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SECTION III. COMPENSATION
City shall pay Contractor the rates described on"Exhibit A."
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective as of January 1, 2022, and shall continue in effect until
December 31, 2026.
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.
This Agreement may also be terminated by the City if a force-majeure event occurs and the
results or aftereffects of said event causes the performance of this Agreement to become
impossible or highly impracticable. Said event or results or aftereffects of said event would
include events or effects which the parties to this Agreement could not have anticipated or
controlled. Examples of a force-majeure event, or its results, would include, but would not be
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limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act
of Executive Enforcement of the Federal government, the State of Indiana, or local government.
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
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 Limits
A. Worker's Compensation& Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $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,
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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.
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.
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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.
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
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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.
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.
[Signature Page to Follow.]
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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" "CONTRACTOR"
THE CITY OF RICHMOND, CCBCC OPERATIONS, LLC
INDIANA by and through its 4100 Coca-Cola Plaza
Board of Parks and Recreation Charlotte,NC 28211
By: By:
Tiauna Washington, President
Date: 3 6 Lo L P Printed: wed re9g---
APPROVED: ( — Title:
• . Sno
Date: a 3 f c 2—o ZZ Date: 3 l /2_0,.�
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CCBCC OPERATIONS, LLC
CUSTOMER MARKETING AGREEMENT
City of Richmond Parks Department
THIS CUSTOMER MARKETING AGREEMENT (the "Agreement") is made and entered into as of the 1st day of
January, 2022 (the "Effective Date"), by and between CCBCC OPERATIONS, LLC, a Delaware limited liability company
("CCBCC"), and City of Richmond Parks Department, ("Customer").
NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CCBCC and
Customer hereby agree as follows:
�. Product Sale and Distribution.
(a) General. During the term of this Agreement, Customer shall (i) merchandise, advertise, display,
vend, sell and otherwise distribute, all at retail, (collectively, hereinafter referred to as "distribute"or"distribution")sparkling
and still non-alcoholic beverages of any kind or form, and all beverage bases from which these can be prepared, including,
without limitation, all carbonated soft drinks, noncarbonated drinks, juices and juice drinks, teas and tea drinks, packaged
waters, energy drinks, Isotonic and sport performance beverages, vitamin/mineral enhanced waters, and nutritional
supplement beverages,that are(A) marketed under trademarks or brand names owned or controlled by or licensed for the
use of CCBCC or an affiliate thereof and(B)customarily and regularly distributed by CCBCC in the ordinary course under
comparable circumstances at the then subject time(the"Products")and (ii)obtain all of its requirements for Products from
CCBCC. Customer shall distribute the Products in the manner set forth herein and shall use its best efforts to maximize
the sales of, and revenue from,the Products. Such distribution shall be carried out at the locations specified on Exhibit A
(the"Locations"). The brands and package forms for the Products to be distributed shall be determined by CCBCC in its
discretion after consultation with Customer.
(b) Delivered Bottle, Can, and Fountain Sales. Products will be sold at the Locations through cashier
assisted (or comparable)cold cases, kiosks,fountain dispensers, coolers, hawking, vending, shelf displays and other non-
vending machine vehicles of distribution (collectively,for convenience of reference, "Cold Cases"). Products sold through
Cold Cases shall be purchased by Customer from CCBCC as provided herein and resold by Customer only to retail
consumers in the ordinary course of Customer's operations. Once delivered to Customer, any such Products sold to
Customer shall become the property of Customer,with Customer having all attendant risk of loss and ownership obligations.
Proceeds from the sales of such Products shall be the property of Customer. CCBCC shall sell Products to Customer(in
the manner provided herein) in such amounts as are reasonably required by Customer,from time to time, subject to such
reasonable caps on such requirements as may be determined, from time to time, by CCBCC, and subject to any and all
minimum sale requirements on Exhibit B. CCBCC shall not be liable to Customer for failure to make shipments of Products
where such failure is due to any cause or condition beyond the reasonable control of CCBCC.
(c) Minimum Required Sales. CCBCC is entering into this Agreement on the basis that Product sales
at the Locations will achieve certain targets. Accordingly, the sales of Products through Full-Service Vending Machines
and/or to Customer for resale through Direct Sales Vending Machines and Cold Cases shall in no event be less than the
minimums set forth on Exhibit B. Failure to achieve those minimums shall constitute an event of Cause hereunder (as
defined in Section 9 below), and the term of this Agreement may be extended, in the sole discretion of CCBCC, until the
minimum sale requirement is achieved, in addition to any other remedies CCBCC may have hereunder or at law or in equity.
2. Promotional Recognition. Customer hereby grants to CCBCC(and the Products)promotional recognition
and the right to promote (and the cooperation and active involvement of Customer in promoting)CCBCC and the Products
in connection with Customer, the Locations and any activities,functions and event venues operating under the auspices of
Customer("Related Activities"). Promotional recognition benefits include, without limitation,those set forth on Exhibit A.
CCBCC shall have the right to use any trademark, trade name, service mark, design, logo, slogan, symbol, mascot,
character, identification, or other proprietary design now or in the future owned, licensed, or otherwise controlled by
Customer(collectively,the"Customer Marks")on a royalty-free basis during the Term (as defined below). Without limiting
the generality of the foregoing, CCBCC shall submit to Customer, and Customer shall have the right to approve within ten
(10) days of receipt from CCBCC, which approval shall not be unreasonably withheld, conditioned or delayed, (i) any
concept for any promotional activity undertaken by CCBCC hereunder with respect to Customer or any Location or Related
Activity and (ii) any artwork or other items created by CCBCC that incorporate any Customer Marks for use in any such
promotional activity. In the event that Customer fails to provide any response to CCBCC within such ten (10) day period,
such submission shall be deemed approved by Customer. CCBCC shall have access to the Locations and any Related
Activities at all reasonable times for any appropriate purposes hereunder and,with respect to promotions, agrees to comply
with any reasonable requirements of Customer regarding operation, placement, set-up and tear-down of CCBCC's
promotional materials.
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CCBCC Form 2020
EXHIBIT_ PAGE 1 OF la
3. Exclusivity. In consideration for, and as a material inducement to, CCBCC entering into this Agreement,
Customer expressly agrees that, during the Term, Customer shall not(i)distribute, or allow any others to distribute, to any
person in any manner,for compensation or otherwise, directly or indirectly, any products or supplies on or at the Locations
or any Related Activities that are similar to, the same as or comparable to or compete with the Products ("Competing
Products") or(ii) grant any similar marketing or sponsorship recognition to any Competing Products (or any distributor of
Competing Products). In the event that any third party attempts, without CCBCC's prior written consent, to distribute any
Competing Product at the Locations or any Related Activities or to associate any Competing Product with Customer, or to
suggest that a Competing Product is endorsed by, or associated with, Customer, then Customer will promptly take any
steps necessary to stop and prevent such actions and to protect the exclusive rights granted to CCBCC under this
Agreement.
4. Marketing Fees; Rebates. During the Initial Term (as defined in Section 9 below) of this Agreement,
provided that Customer is in continuous compliance hereunder, CCBCC shall pay to Customer the marketing fees
("Marketing Fees")and/or rebates set forth on Exhibit A. In the event of a breach of this Agreement by Customer,(i)CCBCC
shall be under no obligation to make any additional Marketing Fee or rebate payments to Customer after the date of such
breach, and (ii) Customer shall promptly refund to CCBCC all unearned initial and annual Marketing Fees paid by CCBCC
prior to such breach based on the pro-rated portion of such fees allocable to the period from the date of the breach to the
end of the applicable period for which such fees had been provided.
5. Prices. CCBCC agrees to sell to Customer Products for resale by Customer through Direct Sales Vending
Machines and Cold.Cases, in accordance with the prices,terms and conditions set forth on Exhibit B, during the period in
which Customer is in full compliance with the terms and conditions of this Agreement.
6. Equipment.
(a) General. CCBCC shall provide and install all Vending Machines, Cold Cases and other equipment
necessary and appropriate (as determined by CCBCC in its sole discretion) to distribute the Products at the Locations.
Those Vending Machines, along with any Cold Cases and other equipment, if any, provided by CCBCC to Customer (in
CCBCC's sole discretion)to assist Customer in Cold Case distribution,are referred to collectively as the"Equipment". The
initial Equipment at the Effective Date consists of those items set forth on Exhibit C. All Equipment is and shall remain the
property of CCBCC at all times. Customer shall take no action inconsistent with such ownership and shall cooperate with
CCBCC in preserving and evidencing the same, including execution, delivery and filing of financing statements and other
documents, as CCBCC may require. Customer agrees that(i)it will maintain a safe environment at the Locations, so as to
protect the Equipment from theft and vandalism and (ii) reimburse CCBCC for any loss or damage to any Equipment, other
than reasonable wear and tear or loss or damage caused by CCBCC. Customer will not encumber the Equipment in any
manner or permit any attachment thereto. No logo,trademark, advertisement or other indication of CCBCC's ownership of
the Equipment shall be obstructed, defaced or removed, and no logo, trademark or advertisement other than those of or
related to CCBCC or the Products shall be attached to the Equipment. The Equipment shall be used exclusively to
merchandise Products and shall not be used for any other purpose, including the storage or merchandising of any other
products. Upon expiration or termination of this agreement, Customer shall immediately return all Equipment or other
property of CCBCC and provide access to the Locations for CCBCC's removal of the same (and in no event shall Customer
remove or attempt to remove any Equipment without the prior written consent of CCBCC). If Equipment is not returned to
CCBCC pursuant to the terms of the immediately preceding sentence, then CCBCC shall submit an invoice to Customer
setting forth the replacement cost of any such unreturned Equipment and any costs and expenses incurred by CCBCC
(including labor and collection costs) in connection with CCBCC's attempt to remove the Equipment from the Locations.
Customer shall pay such invoice in accordance with the payment terms set forth in Part 3(b)of Exhibit B.
(b) Installation Sites. The Equipment installation sites at the Locations shall be as set forth on Exhibit
C and as otherwise mutually agreed upon by the parties. The Equipment may not be removed from the installation sites
without CCBCC's prior written consent. Customer represents and warrants that electrical service at each installation site is
proper and adequate for the Equipment.
(c) Stocking and Maintenance. CCBCC shall stock the Full-Service Vending Machines with Products
through CCBCC's regular, full-service delivery drivers or agents, in accordance with CCBCC's delivery policies in effect,
from time to time. CCBCC shall perform maintenance services on the Equipment, at its expense, in accordance with
CCBCC's maintenance and repair policies, in effect from time to time, but shall not be liable for damages of any kind arising
out of delays in providing service to the Equipment. Customer shall not perform any maintenance or repairs on any
Equipment without Bottler's prior authorization. CCBCC may, at its option, remove, replace or supplement the Equipment
at any time during the Term. Customer shall provide CCBCC with reasonable access to the Equipment in order to allow
CCBCC to stock the Full-Service Vending Machines, perform any maintenance services on the Equipment or remove,
replace or install Equipment.
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CCBCC Form 2020
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7. Term and Termination. As used herein, "Initial Term" means the initial term of this Agreement set forth
in Part 1 of Exhibit B. This Agreement may be terminated, effective at the end of the Initial Term, by either party giving the
other party written notice of termination at least ninety(90)days prior to the end of the Initial Term. If not terminated effective
at the end of the Initial Term,this Agreement shall continue in full force and effect thereafter until either party gives the other
party written notice of termination of this Agreement at least ninety(90)days prior to the effective date of such termination,
as specified in such notice; provided, however,that CCBCC shall have no obligation to pay or provide any Marketing Fees,
Marketing Support, Product Support or rebates following the Initial Term,except,in the case of rebates,as may be otherwise
expressly set forth herein The Initial Term,together with any such additional period after the Initial Term until the Agreement
is terminated, shall be referred to herein as the"Term." Each twelve-month period during the Term that commences with
the Effective Date or each subsequent anniversary thereof shall be referred to herein as an "Agreement Year").
Notwithstanding the foregoing, this Agreement may be terminated by CCBCC, for Cause, at any time during or after the
Initial Term, without notice and effective immediately. "Cause" means and refers to (i) a material breach by Customer of
this Agreement,including,without limitation,the exclusivity provisions in Section 3, (ii)Customer is unable to pay its liabilities
when due, files a petition in bankruptcy or is adjudicated bankrupt or insolvent or is otherwise subject to bankruptcy,
insolvency or other similar proceedings, or (iii) Customer engaging in (A) unethical business practices, (B) conduct that
violates widely held public moral beliefs or that brings public disrepute on Customer or CCBCC, or(C)a misrepresentation
of the Products.
8. Damages Relating to Removal of Equipment. If(a)any piece of Equipment is removed from an outlet or
other part of a Location at any time without the prior written consent of CCBCC, or (b) if this Agreement is terminated by
Customer in violation of this Agreement or terminated by CCBCC for Cause,then Customer will pay CCBCC the actual cost
of removal (including standard shipping and handling charges) and any repair, cleaning and/or remanufacturing of the
Equipment necessary for reuse of the Equipment, as well as the unamortized portion of the costs of(i) installation and (ii)
non-serialized parts (e.g., pumps, racks, and regulators) and other ancillary equipment installed at the Location(s). The
remedies provided in this Section are cumulative and not exclusive of any other rights or remedies that may be available to
CCBCC under other provisions of this Agreement or at law or in equity.
9. Repayment of Fees Upon Termination. Upon termination of this Agreement, Customer must re-pay to
CCBCC any and all paid but unearned funding provided by CCBCC based on the pro-rated portion of such funding allocable
to the period from the date of termination to the end of the period for which such funding had been provided. The remedies
provided in this Section are cumulative and not exclusive of any other rights or remedies that may be available to CCBCC
under other provisions of this Agreement or at law or in equity.
1o. Representations, Warranties and Covenants. Each of the parties represents and warrants that this
Agreement is valid and legally binding upon that party and enforceable in accordance with its terms. Customer represents,
warrants and covenants that (i) Customer has the sole and exclusive authority to distribute the Products, and authorize
distribution, at the Locations and any Related Activities and to grant the marketing, beverage distribution and promotional
rights to CCBCC set forth herein, in each case, without violating the rights of any third party or any agreement or binding
obligation to which it is a party or by which it or its assets is bound, (ii)Customer has taken all required and advisable action
necessary to enter into, and complied with all applicable laws and regulations in entering into, this Agreement and (iii)
Customer will ensure that any and all of its employees, agents and authorized representatives shall adhere to the terms
and conditions of this Agreement.
��. Confidentiality. During the term of this Agreement and for a period of three(3)years immediately following
the expiration or termination of this Agreement(and for such longer period as may be required to protect trade secrets and
comparable rights), Customer shall hold, and shall cause its officers, directors, employees, accountants, counsel,
consultants,advisors and agents(collectively,"Designees")to hold,in confidence,unless disclosure is compelled by judicial
or administrative process or by other requirements of law(in which case Customer shall give CCBCC written notice of the
intended disclosure promptly after becoming aware of such disclosure requirement and prior to the actual disclosure, if
possible, so that CCBCC may seek a protective order or other appropriate remedy), all documents and information
concerning the business relationship embodied in this Agreement or which CCBCC or its affiliates furnish to Customer in
connection with this Agreement, except to the extent that such information can be shown to have been (i)previously known
on a nonconfidential basis by Customer, (ii)in the public domain through no fault of Customer or(iii) later lawfully acquired
by Customer from sources other than CCBCC or its affiliates;provided, that Customer may disclose such information to its
Designees in connection with the business relationship contemplated by this Agreement so long as such Designees are
informed by Customer of the confidential nature of such information and agree to treat such information as confidential.
Upon the expiration or termination of this Agreement, Customer shall, and shall cause its Designees to, destroy or deliver
to CCBCC, upon request, all documents and other materials, and all copies thereof, obtained by them or on their behalf
from CCBCC or its affiliates in connection with this Agreement. The provisions of this Section shall survive the expiration
or termination of this Agreement, regardless of the date, cause or manner of such termination.
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CCBCC Form 2020
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12. Indemnification. CCBCC agrees to indemnify and hold Customer harmless from and against, and to pay
to Customer, any and all losses, claims, demands, liabilities and damages incurred by Customer, including, without
limitation, reasonable attorneys'fees and court costs, directly arising out of or relating to the defective manufacture of the
Products. Customer agrees to indemnify and hold CCBCC and any affiliated entity harmless from and against, and to pay
to CCBCC, any and all losses, claims, demands, liabilities and damages incurred by them, including without limitation
reasonable attorneys'fees and court costs,arising out of or relating to(i)Customer's negligent or wrongful acts or omissions
in connection with the distribution of the Products, (ii) any material breach by Customer of this Agreement or (iii) any
confiscation or encumbrance of the Equipment.
13. Insurance. During the Term, Customer shall maintain (i)commercial general liability insurance with limits
of no less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, and (ii)
worker's compensation insurance as is required by applicable law,from an insurer which is A.M. Best Company rated A-or
higher. Any such commercial general liability insurance policy shall be endorsed to specifically name CCBCC and its
subsidiaries, affiliates,successors and assigns as additional insureds. Customer shall provide any certificates of insurance
to CCBCC upon request, and Customer or its insurer shall provide thirty(30)days' prior written notice (or such other notice
as may be provided in the policy provisions)to CCBCC of cancellation or non-renewal of such policies.
14. No License. Nothing contained in this Agreement shall be deemed to grant Customer any right in, or
license to, any intellectual property owned or controlled by, or licensed for the use of, CCBCC or its affiliates (collectively,
"CCBCC IP"), and Customer shall not copy, reproduce, distribute or otherwise use any trademarks, service marks, logos or
slogans of CCBCC or its affiliates or other CCBCC IP,without the prior written consent of CCBCC.
15. Notices. Any and all notices or communications between the parties with respect to this Agreement shall
be deemed given when made in writing and delivered by hand or sent by first-class mail (registered or certified,with return
receipt requested), overnight courier (guaranteeing next business day delivery) or by email (followed by first class mail
confirmation), to the address of the party appearing under its name on the signature page below(or to such other address
as may be designated in a notice given hereunder).
16. Equitable Relief. Customer acknowledges that the rights granted to CCBCC hereunder are special,unique
and extraordinary and are of indeterminant value, the loss of which cannot be fully compensated by damages, actions at
law or by application of other remedies described herein. Consequently, Customer acknowledges and agrees that, in
addition to any other available remedies hereunder, in the event of a breach by Customer of its obligations hereunder,
CCBCC shall be entitled to seek and obtain equitable relief, including an injunction requiring the Customer to comply fully
with its obligation under this Agreement. Further, CCBCC shall have the right to withhold, and not pay, further Marketing
Fees or any other amounts that would otherwise become due and payable to Customer hereunder if, and so long as,
Customer is in breach of its obligations hereunder.
17. Miscellaneous. This Agreement shall not be assigned or transferred by Customer without the prior written
consent of CCBCC, and any such attempt to assign or transfer this Agreement without the prior written consent of CCBCC
will be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. To be effective, any waiver of any term or condition in this Agreement must
be in writing and signed by the waiving party. No waiver by any party of any breach by another party of any provision hereof
shall be deemed to be a waiver of any other breach thereof or as a waiver of any such or other provision of this Agreement.
This Agreement is made and executed with the intention that the construction, interpretation and validity hereof shall be
determined in accordance with and governed by the laws of the State of North Carolina. This Agreement constitutes the
entire contract between the parties with respect to the subject matter hereof and supersedes and cancels all prior or
contemporaneous oral or written contracts and understandings with respect to the subject matter hereof. All Exhibits
attached hereto are hereby incorporated herein by reference. The headings in this Agreement are solely for convenience
of reference and shall not affect in any way the interpretation of this Agreement or limit the generality of any of its provisions.
This Agreement may not be changed or modified orally, but only by an instrument in writing, signed by the parties hereto,
which instrument states that it is an amendment to this Agreement. All rights and remedies specified in this Agreement are
cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether under this
Agreement or at law or in equity. Except as equity may require, should any provision of this Agreement or any part thereof
be held to be invalid or unenforceable,the same shall not affect or impair any other provision of this Agreement or any part
thereof, and the invalidity or unenforceability of any provision of this Agreement shall not have any effect on or impair the
obligations of a party with respect to the remaining provisions of this Agreement. This Agreement may be executed in
multiple counterparts(including by signatures in pdf format transmitted by email or by other electronic means agreed by the
parties), each of which shall be deemed an original and all of which shall constitute one Agreement.
4
CCBCC Form 2020
!EXHIBIT .e PAGE I( OF 10
•
18. Right of First Refusal. For a period of sixty(60)days following expiration or termination of the term of this
Agreement, before Customer enters into an agreement with a third party beverage provider or distributor with respect to
distribution of non-alcoholic beverages at any of Customer's retail locations, Customer shall first offer the proposed
beverage arrangement to CCBCC on the same terms and conditions as offered by the third party. CCBCC shall have 30
days during which to accept said offer. If CCBCC does not accept said offer within said period, Customer shall be free to
accept the third-party offer, provided that Customer shall not enter into a beverage arrangement with such third party or any
other third party on terms and conditions more favorable to the third party than the terms and conditions offered to CCBCC.
19. Transshipping. As a purchaser of Products distributed by CCBCC,and in consideration thereof, Customer
agrees to the provisions herein with respect to Transshipping. "Transshipping" is the act of(i)buying the types of products
distributed by CCBCC from outside of CCBCC's distribution territory for re-sale in such territory, (ii) the sale of CCBCC's
Products outside of such territory, or(iii)the sale of such Products within such territory to any third party that intends to ship
or sell such Products outside of such territory. Customer agrees that it shall not engage in Transshipping during the Term.
If Transshipping occurs, CCBCC has the right, in addition to any other rights and remedies available to CCBCC under this
Agreement or at law or in equity, (x) to discontinue the sale of Products to Customer and/or to terminate this Agreement,
(y)to limit the Products purchased by Customer to amounts which CCBCC reasonably determines Customer needs solely
for Customer retail sales in CCBCC's territory, and not for sale to other resellers, and/or (z) to collect from Customer any
and all damages incurred by CCBCC as a result of Customer's Transshipping.
20. Concessionaires. To the extent that any concessionaire or other third party (each, a"Concessionaire")
operates, manages, or leases a Location (or any portion of or space within a Location), Customer shall cause such
Concessionaire to comply with the terms of this Agreement with respect to such Locations (or portions thereof or spaces
therein); provided, however, that if a Concessionaire has a separate agreement with CCBCC or The Coca-Cola Company
that includes pricing and rebate terms, CCBCC may elect in its sole discretion to sell Products to such Concessionaire in
accordance with the pricing and rebate terms of such other agreement.
[Signature Page Follows.]
5
CCBCC Form 2020
[XHIBIT c PAGE 5 OF 10
IN WITNESS WHEREOF,the parties hereto have entered into this Agreement as of the Effective Date.
"CCBCC" "Customer"
CCBCC OPERATIONS, LLC City of Richmond Parks Department \.
By: By: r.r
a . emy Name:
Title: Local Sales Representative Title:
�/
4100 Coca-Cola Plaza 50 N 5th Street ✓r�� /
Charlotte, NC 28211 Richmond, IN 47374 ���
A,55-1. ✓/
6
CCBCC Form 2020
I EXHIBIT P PAGE ( _OF IQ. 1
CCBCC OPERATIONS, LLC
CUSTOMER MARKETING AGREEMENT
City of Richmond Parks Department
LOCATIONS, MARKETING FEES,AND MARKETING BENEFITS
1. Locations
Account# Business Name Business Address City State Zip
600535834 Richmond Parks 2200 E Main Street Richmond IN 47374
600535835 Cordell Municipal Pool 9 SW 13th Street Richmond IN 47374
600535833 Middlefork Reservoir 1750 Sylvan Nook Drive Richmond IN 47374
600535754 Highland Golf 1972 Highland Road Richmond IN 47374
If,at any time during the Term,any Customer or any affiliate of such Customer creates or establishes a new retail location in the
franchise territory of CCBCC,then,at the option of CCBCC in its sole discretion,such newly created or established retail location
shall be added automatically as a Location hereunder owned or operated by Customer(or its affiliate)and such new Location and
Customer(or affiliate thereof)with respect to such Location shall be subject to the terms of this Agreement during the Term in all
respects. If CCBCC exercises such option,the parties agree to execute any documents,and to take any actions,reasonably
requested by a party to further evidence or effectuate the addition of such new retail locations as Locations subject to this
Agreement for all purposes hereunder.
2. Marketinq Fees
Annual Marketing Fee
The annual Marketing Fee during the Initial Term of this Agreement shall be Two Thousand and 00/100 Dollars($2,000.00).
Subject to submission of an invoice by Customer to CCBCC,the annual Marketing Fee shall be payable in equal installment(s)by the
applicable payment due dates set forth in the chart below.
Agreement Year Payment Due Dates
Year 1 6/1/22
Year 2 6/1/23
Year 3 6/1/24
Year 4 6/1/25
Year 5 6/1/26
3. Marketinq and Promotional Benefits
CCBCC shall receive the following marketing and promotional rights,recognition and support from Customer free of charge,
without further payment from CCBCC:
1. Sampling. The exclusive right to sample Products at the Locations or Related Activities to the exclusion of
Competing Products and any distributors of Competing Products.
2. Advertising. The exclusive right to market, promote and/or advertise the Products at the Locations and any
Related Activities and CCBCC's status as the exclusive non-alcoholic beverage provider of Customer and any Related Activities in
the marketplace. If Customer has a website or menus (whether at the Locations, online or in other digital format), Customer shall
display approved logo images of Products selected by CCBCC on such website and menus.
3. Trademarks. The right to have all Vending Machines,Cold Cases and other Equipment display the trademarks
or the brand names of Products owned or controlled by or licensed for the use of CCBCC or an affiliate.
CCBCC Form 2020
E)CH!BIT PAGE_ :....0UL
CCBCC OPERATIONS, LLC
CUSTOMER MARKETING AGREEMENT
City of Richmond Parks Department
INITIAL TERM, MINIMUM AMOUNTS, PRICES,AND MOV FEE
1. Initial Term
Agreement Start Date:1-1-2022 Agreement End Date:12-31-2026
Total Number of Years:5 Years
2. Minimum Amounts
The minimum amount of Products to be(i)sold by CCBCC to Customer,and/or Machines,in each case,during the Initial
Term,shall be as follows:
Distribution/Sales Method Total Cases/Gallons Required During Term
Direct Sales.(Products Purchased by Customer From CCBCC) 3,750
'Gallons and Bottle Can cases combined.
The minimum Total Purchase Requirement set forth above must be fulfilled based off of sales made from CCBCC or through
Full-Service Vending Machines. If the minimum Total Purchase Requirement above is not achieved,then, in addition to any other
remedies CCBCC may have hereunder or at law or in equity,the term of the Agreement may be extended,in the sole discretion of
CCBCC,until the minimum Total Purchase Requirement is achieved.For the avoidance of doubt,during any additional period needed
to achieve the Total Purchase Requirement,CCBCC shall not be required to pay any additional Annual Marketing Fees,or provide
any additional Marketing Support or Product Support,but will continue to pay any rebates set forth in Exhibit A.
3. Prices
(a). Prices and Adiustments. During the term of this Agreement, CCBCC will sell to Customer the Products, for
purposes of Customer reselling such Products through Direct Sales Vending Machines and Cold Cases,as specified herein. For the
convenience of the parties,the prices of the Products as of the Effective Date are as follows:
Bottle&Can Products Price/Case Price/Unit #Units/Case
20oz Sparkling Soft Drinks $25.21 $1.05 24
20oz Minute Maid Refresh $25.21 $1.05 24
20oz PowerAde $25.44 $1.06 24
16oz Body Armor $19.00 $1.58 12
20oz Dasani Water $16.89 $0.70 24
12oz can Sparkling Soft Drinks $12.06 $0.50 24
14oz Core Power $33.00 $1.38 24
18.5oz Gold Peak Tea $16.66 $1.39 12
Additional Products not listed above may be sold at CCBCC's then current trade letter pricing.
Fountain Products Price/Box Price/Gallon #Units/Box
5.0 Gallon Bag-In-Box $105.00 $21.00 5.0
2.5 Gallon Bag-In-Box $55.00 $22.00 2.5
The prices for the Products may be adjusted by CCBCC,from time to time,during the Term. Any such adjustment shall be made by
CCBCC in good faith and may take into account,among other things,increases in any prices,costs,fees,charges or taxes associated
with or applicable to CCBCC's production, transportation, acquisition, distribution or sale of the Products. Except with respect to
prices for Products distributed through Full-Service Vending Machines,retail prices for sales of Products to consumers at the Locations
shall be determined by Customer(or any Concessionaire of Customer)in its discretion.
CCBCC Form 2020
!EXHIBIT IBC PAGE_OF (a
(b). Invoices and Payment. CCBCC shall invoice Customer for Products sold to Customer in accordance with
CCBCC's usual and customary practices in effect from time to time. Customer shall pay to CCBCC the full amount of such invoices
no later than twenty(20)days after the date of the invoice. If Customer fails to pay such amounts as provided herein,Customer shall
pay interest on all overdue amounts at the rate of one and one-half percent(1.5%)per month compounded monthly(or the maximum
amount permitted by applicable law, if less). Customer agrees that it shall pay all of CCBCC's costs and expenses (including
reasonable attomey's fees and court costs) incurred by CCBCC in collecting any amount not paid when due hereunder and in
otherwise enforcing the terms and conditions of this Agreement. Any failure by Customer to pay an invoice shall constitute a material
breach of this Agreement. CCBCC may offset against any Commission, Marketing Fees, Marketing Support or other amounts
otherwise due from CCBCC hereunder, any such amounts, costs and expenses due to CCBCC in conjunction with such Product
sales. Any claims by Customer of discrepancies or errors in pricing or funding must be submitted to CCBCC no later than one(1)
year from the date of invoice;any such claims received by CCBCC after such date shall be deemed null and void,and CCBCC shall
have no liability or obligation related to such claims.
4. Minimum Order Value Fee
During the Term,Customer shall pay to CCBCC a$25 minimum order value fee for any product order sub-totaled below
$250.
CCBCC Form 2020
!EXHIBIT IN PAGE q OF tO I
•
CCBCC OPERATIONS, LLC
CUSTOMER MARKETING AGREEMENT
City of Richmond Parks Department
EQUIPMENT
Equipment Listing Installation Site at the Locations
QTY 1 —Countertop Cooler Richmond Parks
QTY 1 —6V Counter Electric Fountain Unit Richmond Parks
QTY 1 —Stack Vending Machine Richmond Parks
QTY 1 —2-Door Cooler Cordell Municipal Pool
QTY 1 —8V'Ice Combo Fountain Unit Cordell Municipal Pool
QTY 1 —4V Tea Urn Cordell Municipal Pool
QTY 1 —Countertop Cooler Middlefork Reservoir
QTY 1 —6V Ice Combo Fountain Unit Middlefork Reservoir
QTY 1 -2-Door Cooler Highland Golf
QTY 1 —1-Door Cooler Highland Golf
QTY 1 —6V Counter Electric Fountain Unit Highland Golf
4844-2512-9987.02
CHAR1\1333192v2
!EXHIBIT .A- PAGE (o OF IQ