Taxes. The Vendor shall be responsible for all taxes – federal, state, and local – and all license fees or any other necessary expenses required for the performance of this Agreement by Vendor. Growth Commitment. The Vendor and the University shall work together during the Term to increase the volume of sales of the Company Beverages hereunder. Environmental Stewardship. The Vendor shall work with Stakeholder Organizations to implement the following and to identify additional opportunities to support sustainability policies, plans, and operations at the University. Planned assistance for material management efforts on campus, including packaging compliance, publicity, employee training, recycling at special events, financial support, and other proposed means. Vendor shall ensure the presence of recycling containers that meet University standards at all vending locations, and when requested for high-traffic locations during major on-campus events. Plastic beverage bottles must meet Food and Drug Administration requirements for use, and must be recyclable according to the unique requirements of the recycling program in place at Auburn University during the contract period. At this time, the University can only accept #1 and #2 plastics. Vendor is encouraged to provide plastic beverage containers with at least 30% post-consumer recycled content. Vendor and its subcontractors shall ensure that all staff actively participate in the University-provided waste diversion programs, particularly by recycling cardboard and other packaging materials when and where possible. Where applicable, Vendor shall utilize reusable pallets for delivery of products, and have a clear program for exchange/take-back of said pallets. Vendor shall work with Stakeholder Organizations to identify and implement opportunities to utilize reusable totes for the delivery/return of products. Vendor is encouraged to make deliveries and services with vehicles that are powered by alternative fuels and/or are considered high mpg vehicles for their class In the event of a major emergency/disaster, the Vendor will place the University on its high-priority list for the provision of water Aspects of this Agreement that relate to sustainability efforts shall allow room for growth, as the field and technologies within it rapidly change. It is expected that the Vendor will offer new programs, equipment, and/or products that enhance sustainability as they become available.
17.4 Recycling Containers. Within 90 days following the execution of the Agreement, Vendor shall provide at least 500 new recycling containers of a type that will be standardized to meet the needs of Auburn in terms of design and scheme in order to make sure receptacles are readily identifiable, campus-wide. Recycling containers shall be placed according to University instructions and shall be orange and blue in color.
DEFAULT
18.1 Default Remedies. In the event that any Party is in default under this Agreement, the non-defaulting Parties may, at their option, pursue any or all of the remedies available to them under this Agreement and at law or in equity, including, but not limited to: (a) rejection of the Beverages or Snacks; (b) requiring the defaulting Party to correct any defects without charge; (c) negotiation with the defaulting Party to provide performance for reduced fees or with a refund; (d) termination of this Agreement; (e) withholding all moneys due for the Beverages/Snacks or performance undelivered our unfulfilled within any scheduled completion dates or delivered or performed inadequately or defectively; (f) initiation of an action or proceedings for damages, specific performance or declaratory or injunctive relief; or (g) exercise of its right of set off. These remedies are cumulative to the extent that the remedies are not inconsistent, and the parties may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever.
TERMINATION
19.1 This Agreement may be terminated at any time by mutual written consent of both Parties. If sufficient funds are not provided in future legislatively approved budgets for the University (or from applicable federal, state, or other sources) to permit the University, in the exercise of its reasonable administration discretion, to continue this Agreement, or if the University program from which this Agreement was executed is abolished, the University may terminate this Agreement without further liability upon delivery of notice to the Vendor.
19.2 This Agreement may also be terminated by the University for default (including breach of contract) if (a) the Vendor fails to provide the Beverages and/or Snacks called for by this Agreement within the time specified; (b) the Vendor fails to perform any of the other provisions of this Agreement or fails to pursue its obligations under this Agreement so as to endanger performance of this Agreement, and, after receipt of written notice from the University, fails to correct such failures within forty-five (45) days; (c) the Vendor institutes or has instituted against it insolvency, receivership, or bankruptcy proceedings, makes an assignment for the benefit of creditors or ceases doing business on a regular basis (except that University does not have the right to terminate because of Bottler’s insolvency or other financial instability if Company agrees in writing to assume all of Bottler’s obligations under this Agreement); (d) the Vendor no longer holds a license or certificate that is required for the Vendor to perform its obligations under this Agreement, or the Vendor has not obtained such a license or certificate within fourteen (14) calendar days after the University’s notice of the deficiency or such longer period as the University may specify in such notice; or (e) given the ten-year Term of this Agreement, the total annual remuneration for Pouring and Vending Rights Fees (including Signing Bonus, if paid hereunder) provided under this Agreement is materially less than amounts paid to University’s comparable peers within the SEC or nationally. Determination of whether the differences are materially less, whether such other university is comparable for the calculation hereunder, and whether amounts paid to such other university are analogous to those paid to University hereunder shall be made by University upon consultation with Vendor.
19.3 This Agreement may also be terminated by Vendor for default (including breach of contract) if (i) the University fails to perform any of the material provisions of this Agreement or fails to pursue its obligations under this Agreement so as to materially endanger performance of this Agreement, and, after receipt of written notice from the Vendor, fails to correct such failures within forty-five (45) days; (ii) University institutes or has instituted against it insolvency, receivership, or bankruptcy proceedings, makes an assignment for the benefit of creditors or ceases doing business on a regular basis); (iii) University’s authority to convey any of the rights in this Agreement expires or is revoked, in whole or in part; and (iv) a portion of University’s Campus is closed, other than in connection with regularly scheduled breaks, for any reason, even if beyond the reasonable control of University, for a period of more than one hundred and twenty (120) consecutive days, and during that period, sales of Beverages on Campus decrease by more than fifteen percent (15%), as compared to sales during the same period occurring twelve (12) months earlier.
19.4 The rights and remedies of the University and Vendor contained in this Article 19 shall not be exclusive and are in addition to any other rights and remedies provided by or under this Agreement.
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