Beverage Services at Various Park and Recreation Facillities, Locations and Special Events

2/26/18 AGREEMENT between THE CITY OF WICHITA, KANSAS DEPARTMENT OF PARK AND RECREATION RECREATION DIVISION and BOTTLING GROUP, LLC operating as PEPSI BEVERAGES COMPANY Blanket Purchase Order BP 840002 THIS AGREEMENT, made this Ist day of February, 2018, by and between THE CITY OF WICHITA, KANSAS, DEPARTMENT OF PARK AND RECREATION, RECREATION DIVISION, hereinafter called the RECREATION DIVISION and BOTTLING GROUP, LLC, on behalf of itself and its affiliates and/or respective subsidiaries collectively comprising PEPSI] BEVERAGES COMPANY, hereinafter called "PEPSI. WITNESSETH: WHEREAS the RECREATION DIVISION desires to provide beverage sales and services at City of Wichita Park Department recreational facilities and has sought competitive responses for that purpose; and WHEREAS PEPSI has the desire to participate with the RECREATION DIVISION in providing beverage sales and services at City of Wichita Park Department recreational facilities, and has submitted the competitive response

mostcilities,\n\nand has submitted the competitive response most advantageous to the RECREATION\n\nDIVISION.\n\n" "WHEREAS, PEPSI desires to participate with the RECREATION DIVISION in\nproviding beverage vending sales and services utilizing RECREATION DIVISION facilities\nand property, hereinafter, the \"Facilities\", and in providing beverages for concessions located at\nthe Facilities. The term Facilities shall include all facilities and properties owned, operated or\nmanaged by the RECREATION DIVISON at any time during the Term, including all parks,\nathletic fields, swimming pools and other recreational facilities and with regard to each\nsuch facilities shall include all buildings, grounds, parking lots, concessions, food service\noutlets and vending areas; exclusive of the following facilities which are currently\noperating under separate beverage or catering agreements: Century II, Bob Brown Expo\nHall, Botanica, all City of Wichita Golf Courses and the Ice Center.\n\nNOW, THEREFORE, the parties hereto do mutually agree as follows:\nI. SCOPEOFSERVICES,\n\nA. The services to be performed by PEPSI under this agreement consist of providing\nproduct, servicing and maintaining all beverage vending machines at\nRECREATION DIVISION Fakcilities at locations mutually determined by PEPSI\nand RECREATION DIVISION. PEPSIand RECREATION DIVISION will work\ntogether throughout the Term to identify optimal locations for the placement of\nPEPST's vending machines. PEPSI will retain the right to determine capacities\nand product mix according to their soft drink merchandising proposal. PEPSI\nshall fill vending machines and keep vending machines stocked and operational at\nall times, and provide for customer refund in the event of equipment malfunction.\nPEPSI reserves the right to remove any vending machines that sell less than an\n\naverage of one and one-half (1.5) cases of product per week. PEPSI shall also sell to\n" "RECREATION DIVISION all their requirements for beverages for sale and\n\ndistribution at the Facilities during the Term.\n\nAs compensation for the right, license and privileges herein granted, PEPSI\nagrees to pay RECREATION DIVISION andRECREATION DIVISION agrees\nto accept commissions as follows: Thirty percent (30%) of carbonated soft drinks\nand water and twenty-five percent (25%) of Gatorade/Non-carbonated cash\ncollected by PEPSI from its vending machines placed at the Facilities, less\napplicable taxes, fees and deposit charges. RECREATION DIVISION\nacknowledges and agrees that PEPSI established the Commission structure based\non then-current applicable fees/taxes associated with the sale of PEPSI's products\nthrough its vending machines as ofthe commencement date ofthis Agreement.\nTherefore, RECREATION DIVISION hereby agrees that ifthere are any\nadditional/ incremental taxes (sales, excise or other) imposed on the products sold\nthrough the vending machines during the Term, then PEPSI shall be authorized\nand shall have the right to automatically adjust its Commissions by reducing the\nCommissions paid (by the appropriate amount), to recoup suchadditional/\nincrementaltaxes.\n\nPEPSI shall not be obligated to pay commissions on documented revenue losses\nresulting from vandalism or theft ofproduct with respect to any of its vending\nmachines. The commissions shall be paid to the RECREATION DIVISION\nwithin thirty (30) days after the close of each of PEPST's quarterly accounting\n\nperiods during the term. It is further understood and agreed that PEPSI will be\n" "responsible for remittance of any state and federal taxes due and owing related to\nthe vendors and the beverage sales.\n\nPrices for beverage products purchased by the RECREATION DIVISION for sales\natthe Facilities are attached hereto as Exhibit \"B.\" Pricing shall be subject to an\nincrease of three percent (3%) and not to exceed five percent (5%) on or about the\nanniversary date ofthe signed agreement, February 1, 2018, and annually for the\nremainder of the term of this agreement, unless modified by agreement in writing\nand signed by the parties.\n\nPEPSI shall continue to loan the fountain unit and cold bottle coolers currently\nplaced at Facilities. In addition PEPSI will agree to place incremental cold bottle\ncoolers at Facilities within with the location(s) to be mutually determined by the\nRECREATION DIVISION and PEPSI. Additional equipment shall be loaned by\nPEPSI as needed, except that RECREATION DIVISION acknowledges that\nPEPSI will not loan any additional fountain units to the RECREATION\nDIVISION during the Term of this Agreement. Current fountain units\u2019\nplacements, as well as the placement of all coolers and vending machines shall be\nloaned at no cost to the RECREATION DIVISION.\n\nPEPSI agrees to provide basic menu boards, clocks, and point of sale displays atno\ncost as determined by mutual agreement of the parties for the use of the\nRECREATION DIVISION.\n\nPEPSI shall make available to the RECREATION DIVISION a special event\n\ntrailer to support special programs and events at various facilities upon fourteen\n" "(14) days\u2019 notice by the RECREATION DIVISION subject to availability ofthe trailer.\n\nII. COMPENSATION.\nIn consideration ofthe exclusive beverage rights granted by RECREATION\nDIVISION to PEPSI herein, PEPSI agrees to provide the RECREATION\nDIVISION with the following:\nAn initial sponsorship fee of Five Thousand Dollars ($5,000), payable to the\nRECREATION DIVISION within sixty (60) days ofthe signing ofthis Agreement\nby both parties (the \"Initial Sponsorship Fee\"). The Initial Sponsorship Fee is\nearned over the Term of this Agreement. In the event PEPSI terminates this\nAgreement due to the RECREATION DIVISION\u2019s failure to cure a breach hereof,\nthe unearned Initial Sponsorship Fee will be repaid to PEPSI pursuant to the terms\nof Section VI.A. herein.\nEach Year throughout the Term and any renewal term thereof, PEPSI will make available to\nthe RECREATION DIVISION volume incentive funds based on the combined total number\nof cases of Products (i) purchased by the Recreation Division from PEPSI during the Year\nand (ii) sold by PEPSI through its vending machines in such Year (\u201cAnnual Cases\u201d) up to an\namount not to exceed Three Thousand Five Hundred Dollars ($3,500). At the end ofeach\nYear, the volume incentive funds will be calculated as follows: PEPSI will multiply the\nnumber of Annual Cases by Three Dollars and Eighteen Cents ($3.18) per case and such\namount, not to exceed $3,500, will be payable to RECREATION DIVISION within sixty\n(60) days following the end ofeach Year. Discretion regarding use and expenditure of\n\nfunds rests solely with the Director of the PARK DEPARTMENT.\n"