B. carbonated and non-carbonated beverages in ... Pepsi shall become a co-sponsor of the Cub Foods

  • View
    0

  • Download
    0

Embed Size (px)

Text of B. carbonated and non-carbonated beverages in ... Pepsi shall become a co-sponsor of the Cub Foods

  • EXCLUSIVE BEVERAGE AGREEMENT

    This Agreement is entered into, this I ~ day of December, 1998, by and among Minnesota State Colleges and Universities on behalf of Minnesota State University, Mankato (the "University"); Minnesota State University, Mankato Foundation, Inc., a Minnesota non-profit corporation (the "Foundation"); and Pepsi-Cola of Mankato, Inc., a Minnesota corporation, 1970 James Drive, North Mankato, Minnesota, 56003 (hereinafter "Pepsi").

    RECITALS:

    A. University's Main Campus (the "Campus") is located in Mankato, Minnesota. As used herein, the term "Campus" consists of the geographic area indicated on EXHIBIT 1, which is attached hereto and made a part hereof by reference. Unless specifically excepted herein, the parties hereto acknowledge and agree that the University has the legal right to control beverage vending and/or service at all locations on the Campus.

    B. Pepsi is in the business of manufacturing and/or distributing non-alcoholic .. carbonated and non-carbonated beverages in concentrated, mixed and packaged forms. C. University has issued a Request for Proposal dated June 1, 1998, soliciting

    requests for long-term beverage partnership proposals, the primary objective for which is to improve the University's beverage services and net revenues by maximizing the availability of products and develop creative strategies to benefit University and the successful proposer.

    D. University has determined that the best and final offer by Pepsi was the most advantageous to University.

    E. University desires to grant to Pepsi the primary right to sell or otherwise provide and promote its beverage products on the Campus, pursuant to the terms and conditions contained in this Agreement.

    For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the mutual and dependent promises set forth herein, the parties hereby agree as follows:

    TERMS OF AGREEMENT

    • 1 Definitions. As used in this Agreement, the following defined terms shall have the meaning specified below: 1 ,

    t' . \

  • ."l -)~, .

    • 1.1 "Beverage Lines" means the soft drink products and new age products which are set out on EXHIBIT 2, which is attached hereto and made a part hereof by reference, plus any new products that may be added or carried by Pepsi, subsequent to the date of this Agreement.

    1.2 "Beverage Products" means the Postmix, Premix, and Packaged Products.

    1.3 "Fountain Products means fountain beverage products produced from Postmix or poured as Premix products, including both carbonated and non-carbonated beverages. This shall include regular and diet soft drinks, juice products, teas, and isotonic drinks.

    1.4 "Packaged Products" means any packaged beverage products produced or distributed by Pepsi.

    1.5 "Postmix Products" means undiluted concentrated beverage syrup distributed by Pepsi for mixing and dispensing at the Campus.

    1.6 "Premix Products" means bulk quantity beverages distributed by Pepsi for dispensing in individual portions at the Campus.

    • 2 Term and Effective Date of this Agreement. Except as specified immediately hereinafter, the term of this Agreement shall be for a period of ten (10) years, commencing on January 1, 2000 and terminating at midnight on December 31, 2009 (the "Term"). The effective date of this Agreement shall be January 1, 2000, with the exception that the following payments or obligations shall be due prior to said date: the first two contributions to the Taylor Center, the contribution to the Andreas Theater, the Internship Program, Can Panels and Packaging Promotions, Vending Promotions, Radio Advertising, Soft Drink Pricing, the providing of Fountain Products, and the Exclusive Vending Agreement for Residence Halls (as set out at paragraph 4.3), the exact terms of which are described more specifically hereinafter.

    3 Cash Donation, Incentive Rebates and Promotions.

    3.1 Cash Donations. Pepsi agrees to pay Foundation (as specified hereinafter) the following cash donations:

    (a) To the foundation for construction of the Taylor Center, the donations as set out on EXHIBIT 3, which is attached hereto and made a part hereof by reference, in the total amount of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000.00).

    • (b) An unrestricted donation to the Foundation for the Andreas Theater in the total amount of Twenty-Five Thousand Dollars ($25,000.00) to be made within thirty (30) days of the signing of this Agreement.

    2

  • • (c) An unrestricted annual donation of Ten Thousand Dollars ($10,000.00) to the Foundation's Presidential Scholarships, and a Ten Thousand Dollar ($10,000.00) annual unrestricted donation to the Foundation's Talent Grants. The first such payment due hereunder shall be due on January 1, 2000, shall be in the amount of Ten Thousand Dollars ($10,000.00), and shall be divided equally between the Presidential Scholarships and Talent Grants. The second such installment shall be due on August 1, 2000, in the amount of Ten Thousand Dollars ($10,000.00) and shall be divided equally between the Presidential Scholarships and Talent Grants. Contributions in the same amounts and on the same dates will be made on each of the remaining nine (9) years of the Term of this Agreement. The Foundation shall have the sole authority and discretion to determine who are the appropriate recipients of these respective scholarships and grants.

    (d) Pepsi shall become a co-sponsor of the Cub Foods Maverick Fever Promotion, and shall contribute to the Foundation, for the use of the University's Athletic Department, the sum of Fifteen Thousand Dollars ($15,000.00) annually for said promotion. The first such payment shall be due on October 1s" 2000, with nine (9) succeeding annual payments, also in the amount of Fifteen Thousand Dollars ($15,000.00) each, to be made on October 1s1 of each year thereafter during the Term of this Agreement. In the event the Cub Foods Maverick Fever Promotion ceases to exist, these annual contributions shall be made to the Foundation, for the use of a University Athletic Program mutually agreeable to University and Pepsi.

    (e) Pepsi shall become a sponsor of the University's Hall of Fame Banquet, and shall make an annual unrestricted donation to the Foundation for said Hall of Fame Banquet in the amount of Five Thousand Dollars ($5,000.00). The first such donation shall be due on September 1, 2000, with succeeding annual payments, in a similar amount, to be made on September 1sl of each year during the Term of this Agreement.

    (f) Pepsi shall make annual unrestricted donations in the amount of Five Thousand Dollars ($5,000.00) to the Foundation. The first such annual contribution shall be made on December 1,2000, with succeeding annual payments, in similar amounts, to be made on December 1sl of each year during the Term of this Agreement.

    (g) Pepsi shall make an annual unrestricted donation of One Thousand Dollars ($1,000.00) to the Foundation, for the use of the University's Department of Theater Arts. The first such annual contribution

    • shall be made on August 1, 2000, with succeeding annual payments in similar amounts to be made on August 1sl of each year during the Term of this Agreement.

    3

  • " " .

    I • • --) ,J 110 l

    "

    • (h) Pepsi shall make an annual unrestricted contribution of One Thousand Dollars ($1,000.00) to the Foundation, for the use of the University's Department of Music. The first such annual contribution shall be made on August 1, 2000, with succeeding payments in similar amounts to be made on August 1st of each year during the Term of this Agreement.

    3.2 Incentive Rebates. Pepsi agrees to pay to University an incentive rebate of Three Dollars ($3.00) per case for each case sold above the annual base amount of twenty-three thousand three hundred (23,300) cases of 20 ounce N.R. (non-returnable) Packages. This payment applies only to 20 ounce N.R. Packages, and to no other package. The first such payment shall be due by Pepsi to the University on April 15, 2001, for the year January 1st through December 31 st , 2000. The same procedure shall be followed each year thereafter during the Term of this Agreement. The parties hereto acknowledge and agree that Pepsi is not guaranteeing a specific dollar amount to University, but rather is agreeing to pay to University the amount specified above per case for any cases sold over and above the annual base amount of twenty three thousand three hundred (23,300) cases.

    • All athletic facility concessions, including, but not limited to, the Taylor Center,

    Otto Arena, and Blakeslee Field, shall sell exclusively twenty (20) ounce PET (polyethylene terephthalate) bottles.

    3.3 Promotions. Pepsi agrees to provide University with the following promotions. The parties hereto acknowledge and agree that these promotions are not actual cash distributions to the University by Pepsi, but rather take the form of Pepsi providing, at its cost, promotion and marketing funds as specified hereinafter:

    (a) Pepsi shall provide two (2) internships per year through the University's College of Business. The actual job descriptions and the terms of payment shall be determined on a mutually agreeable basis between" ",-, j'j'

    ....".- Pepsi and the Dean of the College of Business, or a designee appointed by the Dean of said College. Each intern will perform such duties as are assigned by Pepsi, which duties shall include, but not be limited to, wor