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HomeMy WebLinkAboutARAMARK/Mayor/DOCS/POLICE/Coffee Service A: A A.: • Refreshment Services ARAMARK Refreshment Services. LLC 8435 Georgetown Road Suite 100 Indianapolis, IN 46268 Phone:317-396-1921 •Fax:317-386-2658 �,"si`ue 4C CUSTOMER RELATIONSHIP AGREEMENT � . CUSTOMER SERVICE LOCATION(S) CUSTOMER BILLING ADDRESS(IF DIFFERENT)it b""tea CUSTOMER NAME CUSTOMER NAME ,,City of Carmel ADDRESS SUITE ADDRESS SUITE One Civic Square CITY I STATE I ZIP CITY I STATE I VP Carmel, IN 46032 PHONE# ExT. PHONE# EXT. 317-571-2448 -FAX* Fax EMAIL EMAIL jbames@carmelin.gov ATTN ATTN Jeff Barnes SIC CODE OTHER APPROX.CUSTOMER POPULATION OTHER ADDITIONAL SERVICE LOCATIONS(IP ANY): lawasecienzass AGREEMENT EFFECTIVE DATE: 2/20/12 PAYMENT TERMS:0 NET 15 O OTHER:NET TERM:36 MONTHS ARAMARK SALES CONSULTANT: Leslie Roman CUSTOMER ACKNOWLEDGES AND AGREES THAT This AGREEMENT(1)INCLUDES THE ATTACHED PRICING SHEET, AND(2)INCORPORATES THE ARAMARK GENERAL TERMS&CONDITIONS DATED NOVEMBER 2011 (THE"TERMS"), AS IF THEY WERE ATTACHED TO THIS AGREEMENT IN FULL AND WHICH ARE POSTED AND AVAILABLE FOR VIEWING AT http://www.AramarkRefreshments.com/pdf/nov2011terms.pdf. A COPY OF THE TERMS IS AVAILABLE FROM ARAMARK UPON REQUEST BY THE CUSTOMER. THE BELOW SIGNATORIES REPRESENT THAT THEY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THEIR RESPECTIVE COMPANIES. CUSTOMER ARAMARK REFRESHMENT SERVICES,LLC Signature: ._- / Signature: T1'41 Print Name: ' A*iCS 6 RA-I01'RD Print Name: �f,- c >r Title: rn A ML - Title: GM or ZSM or Above Thank you for choosing ARAMARK. We appreciate your business! Rev.1/12 a . Refreshment Services ARAfdiARK Refreshment Services,LLC 8435 Georgetown Road Suite 100 Indianapolis, IN 46268 Phone:317-396-1921 • Fax:317-396-2658 CUSTOMER RELATIONSHIP AGREEMENT CUSTOMER SERVICE LOCATION(S) CUSTOMER BILLING ADDRESS(IF DIFFERENT) ocit CUSTOMER of Community : . .,,. CUSTOMER NAME ........ nt CUSTOMER NAME _. Services ¢ ADDRESS SUITE ADDRESS - SUITE LOne Civic Square CITY/STATE/ZIP • Carmel,IN 46032 Orr 1 STATE I LP PHONE EXT. FH°"s e Err. 317-571-2418 Fax# FAx EMAIL Eau& ATTN Arm Lisa Stewart SIC CODE OTHER S1 APPROX.CUSTOMER POPULATION OTHER • f ADDITIONAL SERVICE LOCATIONS OF ANY): ,ram AGREEMENT EFFECTIVE DATE: 7/20/12 PAYMENT TERMS:®NET 15❑OTHER:NET TERM:36 MONTHS ARAMARK SALES CONSULTANT: Leslie Roman CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT(1)INCLUDES THE ATTACHED PRICING SHEET, AND(2)INCORPORATES THE ARAMARK GENERAL TERMS&CONDITIONS DATED NOVEMBER 2011(THE"TERMS"), AS IF THEY WERE ATTACHED TO THIS AGREEMENT IN FULL AND WHICH ARE POSTED AND AVAILABLE FOR VIEWING AT http://www.AramarkRefre$hments.com/pdf/nov2011terms.pdf. A COPY OF THE TERMS IS AVAILABLE FROM ARAMARK UPON REQUEST BY THE CUSTOMER. THE BELOW SIGNATORIES REPRESENT THAT THEY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THEIR RESPECTIVE COMPANIES. • CUSTOMER ARAMARK REFRESHMENT SERVICES,L,L.0 Signature: Signature: Print Name: .T,gmr S 84 /aPP2n Print Name: _ : -`,! cc-- Title: ri114yc Title: GM or ZSM or Above Thank you for choosing ARAMARL We appreciate your business! Rev.1/12 Air--ARAymRK Refreshment Services ARAMARK Refreshment Services. LLC 8435 Georgetown Road Suite 100 Indianapolis, IN 46268 Phone:317-396-1921 o Fax:317-396-2658 CUSTOMER RELATIONSHIP AGREEMENT CUSTOMER SERVICE LOCATION(S) CUSTOMER BILLING ADDRESS(IF DIFFERENT) CUSTOMER NAME CUSTOMER NAME Carmel Police Department ADDRESS SUITE ADDRESS SUITE 3 Civic Square CITY/STATE/ZIP CITY/STATE/ZIP Carmel, IN 46032 PHONE# EXT. PHONE# EXT. 317-571-2548 FAX# FAX# EMAIL EMAIL rrobinson@carmel.in.gov ATTN ATTN Robert Robinson SIC CODE OTHER 91 APPROX.CUSTOMER POPULATION OTHER ADDITIONAL SERVICE LOCATIONS(IF ANY): AGREEMENT EFFECTIVE DATE: 02/20/12 PAYMENT TERMS:❑ NET 15❑OTHER: NET TERM: 36 MONTHS ARAMARK SALES CONSULTANT: Leslie Roman CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT(1)INCLUDES THE ATTACHED PRICING SHEET, AND(2)INCORPORATES THE ARAMARK GENERAL TERMS&CONDITIONS DATED NOVEMBER 2011 (THE"TERMS"), AS IF THEY WERE ATTACHED TO THIS AGREEMENT IN FULL AND WHICH ARE POSTED AND AVAILABLE FOR VIEWING AT http://www.AramarkRefreshments.com/pdf/nov2011terms.pdf. A COPY OF THE TERMS IS AVAILABLE FROM ARAMARK UPON REQUEST BY THE CUSTOMER. THE BELOW SIGNATORIES REPRESENT THAT THEY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THEIR RESPECTIVE COMPANIES. CUSTOMER ARAMARK REFRESHMENT SERVICES, LLC r Signature: Signature: Print Name: �ji-,nES BKA/rJPizio Print Name: Title: / 11 y01Z— Title: GM or ZSM or Above Thank you for choosing ARAMARK. We appreciate your business! Rev. 1/12 EXHIBIT Pr I /Q. PRICING SHEET Customer agrees to purchase the beverage and/or vending products, and other related items (collectively, the"Products"), to pay the monthly rental fees for the refreshment services equipment identified (the"Equipment") and to pay any administrative or other fees, all as stated on this Pricing Sheet. The prices, and charges listed below are the initial prices and charges to be charged, may be subject to change in accordance with the terms of the Agreement, and are exclusive of any applicable-taxes. BEVERAGE SERVICES AND RELATED EQUIPMENT: Coffee Description Price Per Product Essentials Description Price Per Product_ Products: Cory Deep Roast 8 $23.00 & Allied $ $ Products: $ $ $ $ $ $ $ $ $ $ $ $ $ Coffee Brewer Model/ No.of Monthly Water Filter Model/Parts No. of Monthly Lease Equipment: Description Units Lease Per Services: Description Units Per Unit/Charge Unit Per UV and Filter Replacements Squat Pot Brewers 5 $0.00 Brew Maker Filters 5 $54.95 $ $ $ $ $ $ $ $ $ Minimum Filter Changes Per Year: 10 $ Minimum UV Bulb Changes Per Year: VENDING SERVICES AND RELATED EQUIPMENT: Vending Product Selling Price Product Selling Price Product Selling Price Products: $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Vending Description Quantity Description Quantity Description Quantity Equipment: MONTHLY MINIMUM PURCHASE REQUIREMENT:EACH MONTH,CUSTOMER AGREES TO SPEND AT LEAST$150.00 ,EXCLUDING APPLICABLE TAXES,ON BEVERAGE PRODUCTS,EQUIPMENT AND SERVICES,AND GUARANTEES AVERAGE SPEND PER VENDING MACHINE OF AT LEAST$0,00 (COLLECTIVELY,THE"MONTHLY MINIMUM"). CHARGES/FEES/OTHER: EQUIPMENT INSTALLATION CHARGE:$0.00 ADMINISTRATIVE AND OTHER CHARGES*: $0.00 per *Any administrative charge is not intended to be a tip, gratuity or service charge for the benefit of employees. No portion of this amount is distributed to the employee. IF BUYBACK PROTECTED CONTRACT INVESTMENT TO BE MADE,CHECK BOX❑AND ATTACH ADDENDUM. OTHER: �_ FI11' IT B , ap- 01,6 /;- NOTE: IF ADDITIONAL PRODUCTS,CHECK BOX 0 AND ATTACH ADDENDUM WITH SUCH PRODUCTS AND PRICING. Rev. 1/12 ARAMARK CUSTOMER RELATIONSHIP AGREEMENT—GENERAL TERMS&CONDITIONS 1. Acceptance and Service Authorization:By signing the front page of the ARAMARK Refreshment Services, LLC(°ARAMARK) Customer Relationship Agreement(the"Agreement"),the business identified on the front page of the Agreement(the"Customer°)accepts the Equipment,Products and refreshment services(the'Services')and agrees to be bound by the terms and conditions in the Agreement and these General Terms&Conditions.Capitalized terms used and not defined in these General Terms&Conditions will have the meanings assigned to them in the Agreement.Customer hereby grants to ARAMARK the right to provide the Services at the Service Locations identified in the Agreement.The Agreement and these General Terms&Conditions are the entire agreement between Customer and ARAMARK for the Services and supersedes all prior and contemporaneous agreements between the parties,whether oral or written,with respect to the subject matter hereof.Any additional or conflicting terms and conditions contained in Customer purchase orders,invoices or other documents are hereby rejected and shall be null and void. Unless otherwise provided herein,any changes to the Agreement or these General Terms&Conditions must be in writing,signed by both parties. 2. Products; Equipment;Charges:ARAMARK will provide equipment necessary to provide the Services(the'Equipment"),as listed on the Pricing Sheet attached to and a part of the Agreement.All products consumed or used in connection with the Equipment(the'Products')will be purchased from ARAMARK by Customer.Customer shall purchase all Products and lease all Equipment from,and pay related administrative and other charges to,ARAMARK at the initial prices,rates and charges set forth on the Pricing Sheet.ARAMARK shall retain all Services receipts.The prices,rates,administrative and other charges on the Pricing Sheet represent the initial prices at which the Products will be sold,Equipment will be leased,and Services will be charged. Each year,on the first day of the month in which the anniversary date of the Agreement occurs,(a)ARAMARK may increase coffee Product prices for the upcoming year either by an amount up to the percentage change in the Producer Price Index for Ground Roasted and Whole Bean Coffee(Commodity Code 0263-0104)(or a comparable index if this index is not available),published by the United States Department of Labor, Bureau of Labor Statistics(June, 1988=100%base period),over the then-previous twelve(12)months,or by five percent (5%),whichever amount is greater;and(b)ARAMARK may increase prices for(i)non-coffee Products,(ii)Equipment lease charges and(iii)other charges then in effect for the upcoming year either by an amount up to the percentage change in the Consumer Price Index,All Urban Consumers, U.S.City Average,Food Away From Home(or a comparable index if this index is not available),published by the United States Department of Labor,Bureau of Labor Statistics(1982= 100%base period),over the then-previous twelve(12)months,or by five percent(5%),whichever amount is greater.ARAMARK will notify Customer of such annual increase(the°API°)in writing(which may be by invoice or monthly statement).ARAMARK also may increase prices,rates and charges at any time by notifying Customer in writing(which may be by invoice or monthly statement).Other than the annual API,Customer may reject any price,rate or charge increase by notifying ARAMARK in writing within five business days after its receipt of notice of such increase. If Customer rejects the increase,ARAMARK reserves the right to terminate the Agreement in whole or in part. Any changes to these items will supersede any previously slated terms in the Pricing Sheet.For the avoidance of doubt,the prices,rates and charges charged to Customer pursuant to this section are the prices,rates and charges that the Customer agrees to pay in connection with the Services. ARAMARK shall be entitled to receive and retain any cash discounts and any other discounts,rebates and allowances otherwise available to ARAMARK under its arrangements with distributors and suppliers. 3. Equipment Lease:Title and ownership of the Equipment(and any replacement or added Equipment)will remain with ARAMARK at all times,and in no event shall the Equipment be considered a fixture.In no event shall the Agreement constitute a sale of,or the creation of a security interest in,the Equipment.Customer shall keep all Equipment free and clear from all claims,levies,liens and encumbrances and it agrees it has no right to sell,transfer,encumber,sublet or assign the Equipment.Within five business days after termination of the Agreement,Customer shall return to ARAMARK,or provide access to allow ARAMARK to remove,all Equipment in the same condition as initially delivered to Customer,normal wear and tear excepted. If Customer fails to return or make the Equipment available to ARAMARK for removal upon Agreement termination,Customer agrees to pay for the Equipment's fair market value as established by ARAMARK. 4. Equipment; Maintenance and Repair:Equipment will be delivered and installed to locations within the Service Locations as mutually agreed to by Customer and ARAMARK.Customer shall give ARAMARK at least 30 days'prior written notice of its intent to move the Equipment within the Service Location at which the Equipment initially is installed or elsewhere.ARAMARK personnel shall supervise the dismantling and packing of the Equipment,and shall inspect and reinstall the Equipment at any new location,if such move is approved by ARAMARK. Customer grants ARAMARK access to the Service Locations,waives any notice to entry,and will provide access to all Equipment for normal inspection and repairs.Equipment repairs will be performed by ARAMARK during its normal business hours.During and at the termination of the Agreement, Customer will pay for the cost of repair or replacement of the Equipment,or any part thereof,if such equipment is damaged or lost(whether by theft or otherwise)while in Customer's possession unless such damage is caused by ARAMARK.Customer shall provide,and pay the cost for,all necessary utilities to a point within five feet of each piece of Equipment.Customer shall use the Equipment in compliance with ARAMARK's operating instructions. 5. Payments: Customer agrees to pay in full all amounts owed,plus all applicable tax, in accordance with the payment terms identified on the Agreement(the"Payment Terms°),calculated from the invoice date,which payment will be past due if not paid in full in accordance with the Payment Terms.If Customer fails to pay in accordance with the Payment Terms,it will be in default,and it agrees to pay an interest charge of the lesser of 1.5%per month and the maximum amount permitted by applicable law from the date of invoice on all amounts that are over 30 days past due. ARAMARK may elect at any time to revoke credit and/or open account privileges and continue to provide the Services on a cash-on-delivery basis only. 6. Insurance:ARAMARK will provide workers'compensation insurance as required by law.ARAMARK will carry comprehensive general liability insurance,including products,contractual,and broad form vendors'coverage with limits of$1,000,000.ARAMARK will furnish to Customer, upon request,a certificate of insurance indicating that such coverage is in effect. Any insurance ARAMARK provides shall cover liability to the extent arising out of ARAMARK's negligence,not the negligence of Customer,its subsidiaries and affiliated companies,or its directors,officers,employees and agents.Except as provided herein, Customer and ARAMARK waive any and all right of recovery from each other for property damage or loss of use thereof,however occurring.The foregoing waiver includes,but is not limited to,losses covered by fire,extended coverage,boiler explosion and sprinkler leakage policies,but does not waive personal injury or death claims. Rev.date:November 2011 1 of 2 E } V a r�'� rir 7. Term;Termination:Each party agrees that the initial term of the Agreement is for the term identified on the Agreement,commencing on the Effective Date,as set forth on the first page of the Agreement.The Agreement shall automatically renew on a year-to-year basis thereafter, unless terminated by written notice from one party hereto to the other not later than 60 days prior to the end of the then current term. 8. Minimum Purchase Requirement:Customer agrees to purchase,or guarantee that its employees or customers will purchase(regarding vended products),the Monthly Minimum as set forth on the Pricing Sheet for each calendar month during the term of the Agreement.Customer agrees that the delivery of Products is part of(and merely incidental to)providing Services. Accordingly,except for delivered Products,Customer has no interest in Products that are not delivered,and ARAMARK may re-use such Products in its sole discretion. 9. Events of Default; Remedies:Customer may terminate the Agreement for material deficiencies in service by informing ARAMARK in writing of the precise nature of the service deficiencies,allowing ARAMARK at least 30 days to correct or begin to correct the deficiencies and,if no corrective action has begun,then giving ARAMARK 30 days written notice of termination containing an explanation of the material deficiencies that ARAMARK has not begun to correct. While ARAMARK will work in good faith to resolve orally communicated issues,Customer agrees that the above writings-based procedure must be followed in order for Customer to terminate the Agreement. If Customer fails to uphold any provision of the Agreement or these General Terms&Conditions(including failing to pay any invoices in full or on lime,or not meeting,exceeding or paying for minimum purchase requirements),ARAMARK may,in addition to other remedies available to it, terminate the Agreement in whole or in part,enter the Service Location(s)and take possession of the Equipment,and recover from Customer all unpaid and accrued rates and charges and all other amounts due under the Agreement or these General Terms&Conditions. In the event of early termination of the Agreement resulting from a Customer failure to perform or uphold any provision of the Agreement or these General Terms& Conditions,in addition to paying all amounts due and owing, Customer shall pay ARAMARK as liquidated damages for loss of the bargain and not as a penalty,50%of either the greater of(1)the Monthly Minimum or(2)Customer's average monthly spend during the three months prior to the date of termination,multiplied by the number of months remaining for the term of the Agreement.Customer acknowledges and agrees that the foregoing payment is a reasonable estimate of ARAMARK's liquidated damages,and that ARAMARK would not make the Services,Equipment and/or Products available to Customer at the rates provided to Customer without Customer's agreement to pay the foregoing liquidated damages upon Customer failing to perform or uphold any provision of the Agreement or these General Terms&Conditions.Such payment constitutes a good faith estimate of the ARAMARK's damages but will not relieve Customer of its liability for any other amounts due to ARAMARK. 10. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY:Except as set forth in the Agreement or these General Terms&Conditions,the Products,Services and Equipment ARE PROVIDED°AS IT WITHOUT WARRANTY OF ANY KIND,whether express or implied or statutory,and ARAMARK disclaims any and all implied warranties,including but not limited to any implied warranties of merchantability,fitness for a particular purpose,good and workmanlike manner and non-infringement of third party rights. ARAMARK's liability shall not under any circumstances exceed the annual payment received by ARAMARK for the Services provided hereunder. In no event shall either party,its respective affiliates and their respective officers,directors or employees be liable to the other party for ANY INDIRECT,SPECIAL, INCIDENTAL,CONSEQUENTIAL,PUNITIVE OR EXTRAORDINARY DAMAGES. 11. Performance Liability:ARAMARK shall not be liable for any failure or delay in performance of the Services due to acts of God,failure of suppliers,strikes and other events that are beyond ARAMARK's reasonable control.Performance time under this Agreement shall be considered extended for a period of time equivalent to the time lost because of any such event. 12. Intellectual Property:Copyrighted and/or trademarked materials provided by ARAMARK for display at the Service Locations as part of the Services(the'Materials')shall remain the property of ARAMARK.Customer agrees the use and display of the Materials will be done in accordance with ARAMARK guidelines and any changes to the design,display,or presentation of the Materials require the pre-approval of ARAMARK.Upon termination of the Agreement,all use of trademarks,service marks,and logos owned by ARAMARK or licensed to ARAMARK by third parties shall be discontinued by Customer,and Customer shall immediately return the Materials to ARAMARK. 13. Goveminq Law;Assignment: The Agreement and these General Terms&Conditions shall be interpreted,governed,and enforced in accordance with the laws of the State of Delaware,without regard to its conflict of law principles. Customer shall not assign,pledge or encumber the Agreement or these General Terms&Conditions without the prior written consent of ARAMARK. The Agreement and these General Terms& Conditions are binding upon any successors and assigns of the parties 14. WAIVER OF JURY TRIAL:EACH PARTY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY HEREUNDER. 15. Limitation of Actions:Any action brought by Customer against ARAMARK in connection with the Products,Services and/or Equipment must be commenced within one year after Customer knew or should have known of such breach. 16. Miscellaneous:The Agreement may be signed in multiple counterparts.An electronic or facsimile signature shall have the same force and effect as an original,non-facsimile signature. A parry's delay or failure to exercise any of its rights under the Agreement or these General Terms& Conditions does not prevent it from exercising such rights at a later date.ARAMARK reserves the right to delegate or sublicense performance of the Agreement to others upon notice to Customer. If any provision of the Agreement or these General Terms&Conditions is deemed to be illegal or invalid,it shall not invalidate the remaining provisions of the Agreement or these General Terms&Conditions.Customer shall be liable to ARAMARK for any attorneys'fees and court costs incurred by ARAMARK to enforce any terms of the Agreement or these General Terms&Conditions (including the collection of any monies due under the Agreement or these General Terms&Conditions). ITfi Rev.date:November 2011 2 of 2 far' ya 4� -.__.` ,�' s I( `o Refreshment Services ARAMARK Refreshment Services. LLC 8435 Georgetown Road Suite 100 Indianapolis, IN 46268 Phone:317-396-1921 • Fax:317-396-2658 CUSTOMER RELATIONSHIP AGREEMENTfRai , CUSTOMER SERVICE LOCATION(S) CUSTOMER BILLING ADDRESS(IF DIFFERENT) CUSTOMER NAME CUSTOMER NAME Department of Community Services ADDRESS SUITE ADDRESS SUITE One Civic Square CITY/STATE/ZIP CITY/STATE/ZIP Carmel, IN 46032 PHONE# EXT. PHONE# EXT. 317-571-2418 FAx# FAX# EMAIL EMAIL ATTN ATTN Lisa Stewart SIC CODE OTHER 91 APPROX.CUSTOMER POPULATION OTHER ,ADDITIONAL SERVICE LOCATIONS(IF ANY): AGREEMENT EFFECTIVE DATE: 2/20/12 PAYMENT TERMS: ❑NET 15❑OTHER: NET . TERM:36 MONTHS ARAMARK SALES CONSULTANT: Leslie Roman CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT(1)INCLUDES THE ATTACHED PRICING SHEET, AND(2)INCORPORATES THE ARAMARK GENERAL TERMS&CONDITIONS DATED NOVEMBER 2011 (THE"TERMS"), AS IF THEY WERE ATTACHED TO THIS AGREEMENT IN FULL AND WHICH ARE POSTED AND AVAILABLE FOR VIEWING AT http://www.AramarkRefreshments.com/pdf/nov2011terms.pdf. A COPY OF THE TERMS IS AVAILABLE FROM ARAMARK UPON REQUEST BY THE CUSTOMER. THE BELOW SIGNATORIES REPRESENT THAT THEY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THEIR RESPECTIVE COMPANIES. CUSTOMER ARAMARK REFRESHMENT SERVICES, LLC r. Signature: Signature: Print Name: d A j:-int S 84/A7Arei Print Name: Title: /'ll 4/'ai _ Title: GM or ZSM or Above !! Thank you for choosing ARAMARK. We appreciate your business! . Rev. 1/12 s p" 1 ,� 5$ /)- PRICING SHEET Customer agrees to purchase the beverage and/or vending products, and other related items (collectively, the"Products"), to pay the monthly rental fees for the refreshment services equipment identified (the"Equipment") and to pay any administrative or other fees, all as stated on this Pricing Sheet. The prices, and charges listed below are the initial prices and charges to be charged, may be subject to change in accordance with the terms of the Agreement, and are exclusive of any applicable taxes. BEVERAGE SERVICES AND RELATED EQUIPMENT: Coffee _Description Price Per Product Essentials Description Price Per Product Products: Cory Colombian 2d $43.00 & Allied $ Cory Colombain fig $44.50 Products: $ $ $ $ $ $ $ $ $ $ $ $ $ Coffee Brewer Model/ No.of Monthly Water Filter Model/Parts No.of Monthly Lease Equipment: Description Units Lease Per Services: Description Units Per Unit/Charge Unit Per UV and Filter Replacements _ Alpha Digital low mi 2 $0.00 BrewMaker Filter 2 _$54.95 $ $ $ $ $ $ $ $ $ Minimum Filter Changes Per Year: 4 $ Minimum UV Bulb Changes Per Year: VENDING SERVICES AND RELATED EQUIPMENT: Vending Product Selling Price Product Selling Price Product Selling Price Products: $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Vending Description Quantity Description Quantity Description Quantity Equipment: MONTHLY MINIMUM PURCHASE REQUIREMENT:EACH MONTH,CUSTOMER AGREES TO SPEND AT LEAST$125.00 ,EXCLUDING APPLICABLE TAXES,ON BEVERAGE PRODUCTS,EQUIPMENT AND SERVICES,AND GUARANTEES AVERAGE SPEND PER VENDING MACHINE OF AT LEAST$0.00 (COLLECTIVELY,THE"MONTHLY MINIMUM"). CHARGES/FEES/OTHER: EQUIPMENT INSTALLATION CHARGE:$0.00 ADMINISTRATIVE AND OTHER CHARGES*: $0.00 per *Any administrative charge is not intended to be a tip, gratuity or service charge for the benefit of employees. No portion of this amount is distributed to the employee. IF BUYBACK PROTECTED CONTRACT INVESTMENT TO BE MADE,CHECK BOX ID AND ATTACH ADDENDUM. 1 OTHER: ue_ .r NOTE: IF ADDITIONAL PRODUCTS,CHECK BOX❑AND ATTACH ADDENDUM WITH SUCH PRODUCTS AND PRICING. Rev. 1/12 ARAMARK CUSTOMER RELATIONSHIP AGREEMENT—GENERAL TERMS&CONDITIONS 1. Acceptance and Service Authorization:By signing the front page of the ARAMARK Refreshment Services, LLC(°ARAMARK') Customer Relationship Agreement(the"Agreement°),the business identified on the front page of the Agreement(the"Customer')accepts the Equipment,Products and refreshment services(be'Services')and agrees to be bound by the terms and conditions in the Agreement and these General Terms&Conditions.Capitalized terms used and not defined in these General Terms&Conditions will have the meanings assigned to them in the Agreement.Customer hereby grants to ARAMARK the right to provide the Services at the Service Locations identified in the Agreement.The Agreement and these General Terms&Conditions are the entire agreement between Customer and ARAMARK for the Services and supersedes all prior and contemporaneous agreements between the parties,whether oral or written,with respect to the subject matter hereof.Any additional or conflicting terms and conditions contained in Customer purchase orders,invoices or other documents are hereby rejected and shall be null and void. Unless otherwise provided herein,any changes to the Agreement or these General Terms&Conditions must be in writing,signed by both parties. 2. Products;Equipment;Charges:ARAMARK will provide equipment necessary to provide the Services(the"Equipment°),as listed on the Pricing Sheet attached to and a part of the Agreement.All products consumed or used in connection with the Equipment(the"Products")will be purchased from ARAMARK by Customer.Customer shall purchase all Products and lease all Equipment from,and pay related administrative and other charges to,ARAMARK at the initial prices,rates and charges set forth on the Pricing Sheet.ARAMARK shall retain all Services receipts.The prices,rates,administrative and other charges on the Pricing Sheet represent the initial prices at which the Products will be sold, Equipment will be leased,and Services will be charged. Each year,on the first day of the month in which the anniversary date of the Agreement occurs,(a)ARAMARK may increase coffee Product prices for the upcoming year either by an amount up to the percentage change in the Producer Price Index for Ground Roasted and Whole Bean Coffee(Commodity Code 0263-0104)(or a comparable index if this index is not available),published by the United States Department of Labor, Bureau of Labor Statistics(June, 1988=100%base period),over the then-previous twelve(12)months,or by five percent (5%),whichever amount is greater;and(b)ARAMARK may increase prices for(i)non-coffee Products,(ii)Equipment lease charges and(iii)other charges then in effect for the upcoming year either by an amount up to the percentage change in the Consumer Price Index,All Urban Consumers, U.S.City Average,Food Away From Home(or a comparable index if this index is not available),published by the United States Department of Labor,Bureau of Labor Statistics(1982=100%base period),over the then-previous twelve(12)months,or by five percent(5%),whichever amount is greater.ARAMARK will notify Customer of such annual increase(the°API°)in writing(which may be by invoice or monthly statement).ARAMARK also may increase prices,rates and charges at any time by notifying Customer in writing(which may be by invoice or monthly statement).Other than the annual API,Customer may reject any price,rate or charge increase by notifying ARAMARK in writing within five business days after its receipt of notice of such increase. If Customer rejects the increase,ARAMARK reserves the right to terminate the Agreement in whole or in part. Any changes to these items will supersede any previously stated terms in the Pricing Sheet.For the avoidance of doubt,the prices,rates and charges charged to Customer pursuant to this section are the prices,rates and charges that the Customer agrees to pay in connection with the Services. ARAMARK shall be entitled to receive and retain any cash discounts and any other discounts,rebates and allowances otherwise available to ARAMARK under its arrangements with distributors and suppliers. 3. Equipment Lease:Title and ownership of the Equipment(and any replacement or added Equipment)will remain with ARAMARK at all times,and in no event shall the Equipment be considered a fixture. In no event shall the Agreement constitute a sale of,or the creation of a security interest in,the Equipment.Customer shall keep all Equipment free and clear from all claims,levies,liens and encumbrances and it agrees it has no right to sell,transfer,encumber,sublet or assign the Equipment.Within five business days after termination of the Agreement,Customer shall return to ARAMARK,or provide access to allow ARAMARK to remove,all Equipment in the same condition as initially delivered to Customer,normal wear and tear excepted. If Customer fails to return or make the Equipment available to ARAMARK for removal upon Agreement termination, Customer agrees to pay for the Equipment's fair market value as established by ARAMARK. 4. Equipment; Maintenance and Repair:Equipment will be delivered and installed to locations within the Service Locations as mutually agreed to by Customer and ARAMARK.Customer shall give ARAMARK at least 30 days'prior written notice of its intent to move the Equipment within the Service Location at which the Equipment initially is installed or elsewhere.ARAMARK personnel shall supervise the dismantling and packing of the Equipment,and shall inspect and reinstall the Equipment at any new location,if such move is approved by ARAMARK. Customer grants ARAMARK access to the Service Locations,waives any notice to entry,and will provide access to all Equipment for normal inspection and repairs.Equipment repairs will be performed by ARAMARK during its normal business hours.During and at the termination of the Agreement, Customer will pay for the cost of repair or replacement of the Equipment,or any part thereof,if such equipment is damaged or lost(whether by theft or otherwise)while in Customer's possession unless such damage is caused by ARAMARK.Customer shall provide,and pay the cost for,all necessary utilities to a point within five feet of each piece of Equipment.Customer shall use the Equipment in compliance with ARAMARK's operating instructions. 5. Payments: Customer agrees to pay in full all amounts owed,plus all applicable tax,in accordance with the payment terms identified on the Agreement(the"Payment Terms°),calculated from the invoice date,which payment will be past due if not paid in full in accordance with the Payment Terms. If Customer fails to pay in accordance with the Payment Terms,it will be in default,and it agrees to pay an interest charge of the lesser of 1.5%per month and the maximum amount permitted by applicable law from the date of invoice on all amounts that are over 30 days past due. ARAMARK may elect at any time to revoke credit and/or open account privileges and continue to provide the Services on a cash-on-delivery basis only. 6. Insurance:ARAMARK will provide workers'compensation insurance as required by law.ARAMARK will carry comprehensive general liability insurance,including products,contractual,and broad form vendors'coverage with limits of$1,000,000.ARAMARK will furnish to Customer, upon request,a certificate of insurance indicating that such coverage is in effect. Any insurance ARAMARK provides shall cover liability to the extent arising out of ARAMARK's negligence,not the negligence of Customer,its subsidiaries and affiliated companies,or its directors,officers,employees and agents.Except as provided herein, Customer and ARAMARK waive any and all right of recovery horn each other for property damage or loss of use thereof,however occurring.The foregoing waiver includes,but is not limited to,losses covered by fire,extended coverage,boiler explosion and sprinkler leakage policies,but does not waive personal injury or death claims. 5 4E .4 Rev.date:November 2011 1 of 2 .. KI T 7. Term:Termination:Each party agrees that the initial term of the Agreement is for the term identified on the Agreement,commencing on the Effective Date,as set forth on the first page of the Agreement.The Agreement shall automatically renew on a year-to-year basis thereafter, unless terminated by written notice from one party hereto to the other not later than 60 days prior to the end of the then current term. 8. Minimum Purchase Requirement:Customer agrees to purchase,or guarantee that its employees or customers will purchase(regarding vended products),the Monthly Minimum as set forth on the Pricing Sheet for each calendar month during the term of the Agreement.Customer agrees that the delivery of Products is part of(and merely incidental to)providing Services. Accordingly,except for delivered Products,Customer has no interest in Products that are not delivered,and ARAMARK may re-use such Products in its sole discretion. 9. Events of Default; Remedies:Customer may terminate the Agreement for material deficiencies in service by informing ARAMA.RK in writing of the precise nature of the service deficiencies,allowing ARAMARK at least 30 days to correct or begin to correct the deficiencies and,if no corrective action has begun,then giving ARAMARK 30 days written notice of termination containing an explanation of the material deficiencies that ARAMARK has not begun to correct. While ARAMARK will work in good faith to resolve orally communicated issues,Customer agrees that the above writings-based procedure must be followed in order for Customer to terminate the Agreement. If Customer fails to uphold any provision of the Agreement or these General Terms&Conditions(including failing to pay any invoices in full or on lime,or not meeting,exceeding or paying for minimum purchase requirements),ARAMA.RK may,in addition to other remedies available to it, terminate the Agreement in whole or in part,enter the Service Location(s)and take possession of the Equipment,and recover from Customer all unpaid and accrued rates and charges and all other amounts due under the Agreement or these General Terms&Conditions. In the event of early termination of the Agreement resulting from a Customer failure to perform or uphold any provision of the Agreement or these General Terms& Conditions,in addition to paying all amounts due and owing,Customer shall pay ARAMARK as liquidated damages for loss of the bargain and not as a penalty,50%of either the greater of(1)the Monthly Minimum or(2)Customer's average monthly spend during the three months prior to the date of termination,multiplied by the number of months remaining for the term of the Agreement.Customer acknowledges and agrees that the foregoing payment is a reasonable estimate of ARAMARK's liquidated damages,and that ARAMARK would not make the Services,Equipment and/or Products available to Customer at the rates provided to Customer without Customer's agreement to pay the foregoing liquidated damages upon Customer failing to perform or uphold any provision of the Agreement or these General Terms&Conditions.Such payment constitutes a good faith estimate of the ARAMARK's damages but will not relieve Customer of its liability for any other amounts due to ARAMARK. 10. WARRANTY DISCLAIMER;LIMITATION OF LIABILITY:Except as set forth in the Agreement or these General Terms&Conditions, the Products,Services and Equipment ARE PROVIDED'AS IS'WITHOUT WARRANTY OF ANY KIND,whether express or implied or statutory,and ARAMARK disclaims any and ail implied warranties,including but not limited to any implied warranties of merchantability,fitness for a particular purpose,good and workmanlike manner and non-infringement of third party rights. ARAMARK's liability shall not under any circumstances exceed the annual payment received by ARAMARK for the Services provided hereunder. In no event shall either party,its respective affiliates and their respective officers,directors or employees be liable to the other party for ANY INDIRECT,SPECIAL, INCIDENTAL,CONSEQUENTIAL,PUNITIVE OR EXTRAORDINARY DAMAGES. 11. Performance Liability:ARAMARK shall not be liable for any failure or delay in performance of the Services due to acts of God,failure of suppliers,strikes and other events that are beyond ARAMARK's reasonable control. Performance time under this Agreement shall be considered extended for a period of time equivalent to the lime lost because of any such event. 12. Intellectual Property:Copyrighted and/or trademarked materials provided by ARAMARK for display at the Service Locations as part of the Services(the'Materials')shall remain the property of ARAMARK.Customer agrees the use and display of the Materials will be done in accordance with ARAMARK guidelines and any changes to the design,display,or presentation of the Materials require the pre-approval of ARAMARK.Upon termination of the Agreement,all use of trademarks,service marks,and logos owned by ARAMARK or licensed to ARAMARK by third parties shall be discontinued by Customer,and Customer shall immediately return the Materials to ARAMARK. 13. Governing Law;Assignment: The Agreement and these General Terms&Conditions shall be interpreted,governed,and enforced in accordance with the laws of the State of Delaware,without regard to its conflict of law principles. Customer shall not assign,pledge or encumber the Agreement or these General Terms&Conditions without the prior written consent of ARAMARK. The Agreement and these General Terms& Conditions are binding upon any successors and assigns of the parties 14. WAIVER OF JURY TRIAL:EACH PARTY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY HEREUNDER. 15. Limitation of Actions:Any action brought by Customer against ARAMARK in connection with the Products,Services and/or Equipment must be commenced within one year after Customer knew or should have known of such breach. 16. Miscellaneous:The Agreement may be signed in multiple counterparts.An electronic or facsimile signature shall have the same force and effect as an original,non-facsimile signature. A party's delay or failure to exercise any of its rights under the Agreement or these General Terms& Conditions does not prevent it from exercising such rights at a later date.ARAMARK reserves the right to delegate or sublicense performance of the Agreement to others upon notice to Customer. If any provision of the Agreement or these General Terms&Conditions is deemed to be illegal or invalid,it shall not invalidate the remaining provisions of the Agreement or these General Terms&Conditions.Customer shall be liable to ARAMARK for any attorneys'fees and court costs incurred by ARAMARK to enforce any terms of the Agreement or these General Terms&Conditions (including the collection of any monies due under the Agreement or these General Terms&Conditions). Rev.date:November 2011 2 of 2 A A. A Refreshment Services ARAMARK Refreshment Services. LLC 8435 Georgetown Road Suite 100 Indianapolis, IN 46268 Phone:317-396-1921 ® Fax:317-396-2658 S?Rl3L. CUSTOMER RELATIONSHIP AGREEMENTbe CUSTOMER SERVICE LOCATION(S) CUSTOMER BILLING ADDRESS(IF DIFFERENT) CUSTOMER NAME CUSTOMER NAME City of Carmel ADDRESS SUITE ADDRESS SUITE One Civic Square CITY/STATE/ZIP CITY/STATE/ZIP Carmel, IN 46032 PHONE# EXT. PHONE# EXT. 317-571-2448 FAX# FAX# EMAIL EMAIL jbarnes@carmel.in.gov ATTN ATTN Jeff Barnes SIC CODE OTHER APPROX.CUSTOMER POPULATION OTHER ADDITIONAL SERVICE LOCATIONS(IF ANY): AGREEMENT EFFECTIVE DATE: 2/20/12 PAYMENT TERMS:❑NET 15❑OTHER: NET TERM: 36 MONTHS ARAMARK SALES CONSULTANT: Leslie Roman CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT(1)INCLUDES THE ATTACHED PRICING SHEET, AND(2)INCORPORATES THE ARAMARK GENERAL TERMS&CONDITIONS DATED NOVEMBER 2011 (THE"TERMS"), AS IF THEY WERE ATTACHED TO THIS AGREEMENT IN FULL AND WHICH ARE POSTED AND AVAILABLE FOR VIEWING AT http://www.AramarkRefreshments.com/pdf/nov2011terms.pdf. A COPY OF THE TERMS IS AVAILABLE FROM ARAMARK UPON REQUEST BY THE CUSTOMER. THE BELOW SIGNATORIES REPRESENT THAT THEY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THEIR RESPECTIVE COMPANIES. CUSTOMER ARAMARK REFRESHMENT SERVICES, LLC Signature: Signature: Print Name: GYI1,_;-_.5 8 RA-/*VD Print Name: Title: '1' fefZ Title: GM or ZSM or Above Thank you for choosing ARAMARK. We appreciate your business! g �.�•�""'� k ' Rev. 1/12 4 d, T /jL 4 PRICING SHEET Customer agrees to purchase the beverage and/or vending products, and other related items(collectively, the"Products"), to pay the monthly rental fees for the refreshment services equipment identified (the"Equipment") and to pay any administrative or other fees, all as stated on this Pricing Sheet. The prices, and charges listed below are the initial prices and charges to be charged, may be subject to change in accordance with the terms of the Agreement, and are exclusive of any applicable taxes. BEVERAGE SERVICES AND RELATED EQUIPMENT: Coffee Descri.tion Price Per Product Essentials Description Price Per Product_ Products: Cory Colombian 2d $43.00 & Allied $ _ Cory Colombian Ili $44.50 Products: $ $ $ - $ $ $ $ $ $ $ $ $ $ Coffee Brewer Model/ No.of Monthly Water Filter Model/Parts No.of Monthly Lease Equipment: Description Units Lease Per Services: Description Units Per Unit/Charge Unit Per UV and Filter Replacements Alpha Digital low its 1 $0.00 BrewMaker Filter 2 _$54.95 TLP 18 Air Pot Bra 1 $0.00 $ $ $ $ $ $ $ $ Minimum Filter Changes Per Year: 4 $ _Minimum UV Bulb Changes Per Year: _ VENDING SERVICES AND RELATED EQUIPMENT: Vending Product Selling Price Product Selling Price Product Selling Price Products: $ $ $ $ $ $ . $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Vending Description Quantity Description Quantity Description Quantity , Equipment: MONTHLY MINIMUM PURCHASE REQUIREMENT:EACH MONTH,CUSTOMER AGREES TO SPEND AT LEAST$125.00 ,EXCLUDING APPLICABLE TAXES,ON BEVERAGE PRODUCTS,EQUIPMENT AND SERVICES,AND GUARANTEES AVERAGE SPEND PER VENDING MACHINE OF AT LEAST$0.00 (COLLECTIVELY,THE"MONTHLY MINIMUM"). CHARGES/FEES/OTHER: EQUIPMENT INSTALLATION CHARGE:$0 00 ADMINISTRATIVE AND OTHER CHARGES*: $0.00 per *Any administrative charge is not intended to be a tip, gratuity or service charge for the benefit of employees. No portion of this amount is distributed to the employee. IF BUYBACK PROTECTED CONTRACT INVESTMENT TO BE MADE,CHECK BOX❑AND ATTACH ADDENDUM. OTHER: `' : . TS u "/dopl 4;-. NOTE: IF ADDITIONAL PRODUCTS,CHECK BOX❑AND ATTACH ADDENDUM WITH SUCH PRODUCTS AND PRICING. Rev. 1/12 • ARAMARK CUSTOMER RELATIONSHIP AGREEMENT—GENERAL TERMS&CONDITIONS 1. Acceptance and Service Authorization:By signing the front page of the ARAMARK Refreshment Services,LLC("ARAMARK') Customer Relationship Agreement(the"Agreement°),the business identified on the front page of the Agreement(the"Customers)accepts the Equipment,Products and refreshment services(the°Services°)and agrees to be bound by the terms and conditions in the Agreement and these General Terms&Conditions.Capitalized terms used and not defined in these General Terms&Conditions will have the meanings assigned to them in the Agreement.Customer hereby grants to ARAMARK the right to provide the Services at the Service Locations identified in the Agreement.The Agreement and these General Terms&Conditions are the entire agreement between Customer and ARAMARK for the Services and supersedes all prior and contemporaneous agreements between the parties,whether oral or written,with respect to the subject matter hereof.Any additional or conflicting terms and conditions contained in Customer purchase orders,invoices or other documents are hereby rejected and shall be null and void. Unless otherwise provided herein,any changes to the Agreement or these General Terms&Conditions must be in writing,signed by both parties. 2. Products; Equipment;Charges:ARAMARK will provide equipment necessary to provide the Services(the"Equipment°),as listed on the Pricing Sheet attached to and a part of the Agreement.All products consumed or used in connection with the Equipment(the'Products')will be purchased from ARAMARK by Customer. Customer shall purchase all Products and lease all Equipment from,and pay related administrative and other charges to,ARAMARK at the initial prices,rates and charges set forth on the Pricing Sheet.ARAMARK shall retain all Services receipts.The prices,rates,administrative and other charges on the Pricing Sheet represent the initial prices at which the Products will be sold,Equipment will be leased,and Services will be charged. Each year,on the first day of the month in which the anniversary date of the Agreement orra irs,(a)ARAMARK may increase coffee Product prices for the upcoming year either by an amount up to the percentage change in the Producer Price Index for Ground Roasted and Whole Bean Coffee(Commodity Code 0263-0104)(or a comparable index if this index is not available),published by the United States Department of Labor, Bureau of Labor Statistics(June, 1988= 100%base period),over the then-previous twelve(12)months,or by five percent (5%),whichever amount is greater;and(b)ARAMARK may increase prices for(i)non-coffee Products,(ii)Equipment lease charges and(iii)other charges then in effect for the upcoming year either by an amount up to the percentage change in the Consumer Price index,All Urban Consumers, U.S.City Average,Food Away From Home(or a comparable index if this index is not available),published by the United States Department of Labor,Bureau of Labor Statistics(1982=100%base period),over the then-previous twelve(12)months,or by five percent(5%),whichever amount is greater.ARAMARK will notify Customer of such annual increase(the°API°)in writing(which may be by invoice or monthly statement).ARAMARK also may increase prices,rates and charges at any time by notifying Customer in writing(which may be by invoice or monthly statement).Other than the annual API,Customer may reject any price,rate or charge increase by notifying ARAMARK in writing within five business days after its receipt of notice of such increase. If Customer rejects the increase,ARAMARK reserves the right to terminate the Agreement in whole or in part. Any changes to these items will supersede any previously stated terms in the Pricing Sheet.For the avoidance of doubt, the prices,rates and charges charged to Customer pursuant to this section are the prices,rates and charges that the Customer agrees to pay in connection with the Services. ARAMARK shall be entitled to receive and retain any cash discounts and any other discounts,rebates and allowances otherwise available to ARAMARK under its arrangements with distributors and suppliers. 3. Equipment Lease:Title and ownership of the Equipment(and any replacement or added Equipment)will remain with ARAMARK at all times,and in no event shalt the Equipment be considered a fixture. In no event shall the Agreement constitute a sale of,or the creation of a security interest in,the Equipment.Customer shall keep all Equipment free and clear from all claims,levies,liens and encumbrances and it agrees it has no right to sell,transfer,encumber,sublet or assign the Equipment.Within five business days after termination of the Agreement,Customer shall return to ARAMARK,or provide access to allow ARAMARK to remove,all Equipment in the same condition as initially delivered to Customer,normal wear and tear excepted. If Customer fails to return or make the Equipment available to ARAMARK for removal upon Agreement termination,Customer agrees to pay for the Equipment's fair market value as established by ARAMARK. 4. Equipment; Maintenance and Repair:Equipment will be delivered and installed to locations within the Service Locations as mutually agreed to by Customer and ARAMARK.Customer shall give ARAMARK at least 30 days'prior written notice of its intent to move the Equipment within the Service Location at which the Equipment initially is installed or elsewhere.ARAMARK personnel shall supervise the dismantling and packing of the Equipment,and shall inspect and reinstall the Equipment at any new location,if such move is approved by ARAMARK. Customer grants ARAMARK access to the Service Locations,waives any notice to entry,and will provide access to all Equipment for normal inspection and repairs.Equipment repairs will be performed by ARAMARK during its normal business hours.During and at the termination of the Agreement, Customer will pay for the cost of repair or replacement of the Equipment,or any part thereof,if such equipment is damaged or lost(whether by theft or otherwise)while in Customer's possession unless such damage is caused by ARAMARK.Customer shall provide,and pay the cost for,all necessary utilities to a point within five feet of each piece of Equipment.Customer shall use the Equipment in compliance with ARAMARK's operating instructions. 5. Payments: Customer agrees to pay in full all amounts owed,plus all applicable tax,in accordance with the payment terms identified on the Agreement(the'Payment Terms"),calculated from the invoice date,which payment will be past due if not paid in full in accordance with the Payment Terms. If Customer fails to pay in accordance with the Payment Terms,it will be in default,and it agrees to pay an interest charge of the lesser of 1.5%per month and the maximum amount permitted by applicable law from the date of invoice on all amounts that are over 30 days past due. ARAMARK may elect at any time to revoke credit and/or open account privileges and continue to provide the Services on a cash-on-delivery basis only. 6. Insurance:ARAMARK will provide workers'compensation insurance as required by law.ARAMARK will carry comprehensive general liability insurance,including products,contractual,and broad form vendors'coverage with limits of$1,000,000.ARAMARK will furnish to Customer, upon request,a certificate of insurance indicating that such coverage is in effect. Any insurance ARAMARK provides shall cover liability to the extent arising out of ARAMARK's negligence,not the negligence of Customer,its subsidiaries and affiliated companies,or its directors,officers,employees and agents.Except as provided herein, Customer and ARAMARK waive any and all right of recovery from each other for property damage or loss of use thereof,however occurring.The foregoing waiver includes,but is not limited to,losses covered by fire,extended coverage,boiler explosion and sprinkler leakage policies,but does not waive personal injury or death claims. Rev.date:November 2011 1 of 2 1T# ' ` a 7. Term:Termination:Each party agrees that the initial term of the Agreement is for the term identified on the Agreement,commencing on the Effective Date,as set forth on the first page of the Agreement.The Agreement shall automatically renew on a year-to-year basis thereafter, unless terminated by written notice from one party hereto to the other not later than 60 days prior to the end of the then current term. 8. Minimum Purchase Requirement:Customer agrees to purchase,or guarantee that its employees or customers will purchase(regarding vended products),the Monthly Minimum as set forth on the Pricing Sheet for each calendar month during the term of the Agreement.Customer agrees that the delivery of Products is part of(and merely incidental to)providing Services. Accordingly,except for delivered Products,Customer has no interest in Products that are not delivered,and ARAMARK may re-use such Products in its sole discretion. 9. Events of Default; Remedies:Customer may terminate the Agreement for material deficiencies in service by informing ARAMARK in writing of the precise nature of the service deficiencies,allowing ARAMARK at least 30 days to correct or begin to correct the deficiencies and,if no corrective action has begun,then giving ARAMARK 30 days written notice of termination containing an explanation of the material deficiencies that ARAMARK has not begun to correct. While ARAMARK will work in good faith to resolve orally communicated issues,Customer agrees that the above writings-based procedure must be followed in order for Customer to terminate the Agreement. If Customer fails to uphold any provision of the Agreement or these General Terms&Conditions(including failing to pay any invoices in full or on lime,or not meeting,exceeding or paying for minimum purchase requirements),ARAMARK may,in addition to other remedies available to it, terminate the Agreement in whole or in part,enter the Service Location(s)and take possession of the Equipment,and recover from Customer all unpaid and accrued rates and charges and all other amounts due under the Agreement or these General Terms&Conditions. In the event of early termination of the Agreement resulting from a Customer failure to perform or uphold any provision of the Agreement or these General Terms& Conditions,in addition to paying all amounts due and owing, Customer shall pay ARAMARK as liquidated damages for loss of the bargain and not as a penalty,50%of either the greater of(1)the Monthly Minimum or(2)Customer's average monthly spend during the three months prior to the date of termination,multiplied by the number of months remaining for the term of the Agreement.Customer acknowledges and agrees that the foregoing payment is a reasonable estimate of ARAMARK's liquidated damages,and that ARAMARK would not make the Services, Equipment and/or Products available to Customer at the rates provided to Customer without Customer's agreement to pay the foregoing liquidated damages upon Customer failing to perform or uphold any provision of the Agreement or these General Terms&Conditions. Such payment constitutes a good faith estimate of the ARAMARK's damages but will not relieve Customer of its liability for any other amounts due to ARAMARK. 10. WARRANTY DISCLAIMER;LIMITATION OF LIABILITY:Except as set forth in the Agreement or these General Terms&Conditions, the Products,Services and Equipment ARE PROVIDED°AS IS'WITHOUT WARRANTY OF ANY KIND,whether express or implied or statutory,and ARAMARK disclaims any and all implied warranties,including but not limited to any implied warranties of merchantability,fitness for a particular purpose,good and workmanlike manner and non-infringement of third party rights. ARAMARK's liability shall not under any circumstances exceed the annual payment received by ARAMARK for the Services provided hereunder. In no event shall either party,its respective affiliates and their respective officers,directors or employees be liable to the other party for ANY INDIRECT,SPECIAL, INCIDENTAL,CONSEQUENTIAL,PUNITIVE OR EXTRAORDINARY DAMAGES. 11. Performance Liability:ARAMARK shall not be liable for any failure or delay in performance of the Services due to acts of God,failure of suppliers,strikes and other events that are beyond ARAMARK's reasonable control.Performance time under this Agreement shall be considered extended for a period of time equivalent to the time lost because of any such event. 12. Intellectual Property:Copyrighted and/or trademarked materials provided by ARAMARK for display at the Service Locations as part of the Services(the°Materials')shall remain the property of ARAMARK.Customer agrees the use and display of the Materials will be done in accordance with ARAMARK guidelines and any changes to the design,display,or presentation of the Materials require the pre-approval of ARAMARK.Upon termination of the Agreement,all use of trademarks,service marks,and logos owned by ARAMARK or licensed to ARAMARK by third parties shall be discontinued by Customer,and Customer shall immediately return the Materials to ARAMARK. 13. Governing Law;Assignment: The Agreement and these General Terms&Conditions shall be interpreted,governed,and enforced in accordance with the laws of the State of Delaware,without regard to its conflict of law principles. Customer shall not assign,pledge or encumber the Agreement or these General Terms&Conditions without the prior written consent of ARAMARK. The Agreement and these General Terms& Conditions are binding upon any successors and assigns of the parties 14. WAIVER OF JURY TRIAL:EACH PARTY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY HEREUNDER. 15. Limitation of Actions:Any action brought by Customer against ARAMARK in connection with the Products,Services and/or Equipment must be commenced within one year after Customer knew or should have known of such breach. 16. Miscellaneous:The Agreement may be signed in multiple counterparts.An electronic or facsimile signature shall have the same force and effect as an original,non-facsimile signature. A party's delay or failure to exercise any of its rights under the Agreement or these General Terms& Conditions does not prevent it from exercising such rights at a later date.ARAMARK reserves the right to delegate or sublicense performance of the Agreement to others upon notice to Customer, If any provision of the Agreement or these General Terms&Conditions is deemed to be illegal or invalid,it shall not invalidate the remaining provisions of the Agreement or these General Terms&Conditions.Customer shall be liable to ARAMARK for any attorneys'fees and court costs incurred by ARAMARK to enforce any terms of the Agreement or these General Terms&Conditions (including the collection of any monies due under the Agreement or these General Terms&Conditions). ExF- rBgTfr1 B Rev.date:November 2011 2 of 2 f/21,' )—efj