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ORD 39250 - Agmt with Pepsi Beverages Company for vending machine concessions pMAHA,,ve A.0 .4011, Parks, Recreation & u�` �- ♦�r' E C. �V ED Public Property Department zw'1���lJ�'Rk�""' 12 JAN 25 Atli!:: 01 Omaha/Douglas Civic Center V � � Alt t 1819 Farnam Street,Suite 701 ° t'°'�'='�` "ry� Omaha,Nebraska 68183-0701 er a�py c i '3 Y CL 11 (402)444-5900 ED FEBR FAX 402 444-4921 City of Omaha Jim Suttle,Mayor February 7, 2012 Honorable President and Members of the City Council, The attached ORDNANCE is to accept the bid and approve the agreement of Pepsi Beverages Company to provide Vending Concessions at the various locations from November 2011, through December 31, 2012. The City reserves the right to extend this contract on a yearly basis for three one-year terms, for the Parks, Recreation and Public Property Department. Pepsi Beverages Company was the sole bid received on October 19, 2011: Funds for the Vending Concessions will be appropriated beginning November 2011 through December 31, 2012, extendable on a yearly basis for three one-year terms. The contractor has on file a current Annual Contract Compliance Report Form (CC-1). As is City policy, the Human Rights and Relations Director will review the contractor to ensure compliance with the Contract Compliance Ordinance. The Parks, Recreation and Public Property Department recommends the acceptance of this bid, in the total amount of $36,180.00, plus 35% of gross receipts from vending machine sales, attached hereto and made a part hereof, and request your consideration and approval of this Ordinance. The Finance Depailiiient is authorized to pay for the Vending Concessions from the General Fund No. 11111, and Organization No. 115111, Community Center Administration. Respectfully submitted, proved: BAOL,L3e44AL 1 'a31a Brook Bench, Acting Director Date Human Rights &Relations Date Parks, Recreation and Public Property Depaitiuent Subscribed in my p ••-• sworn too • •fore blinker's Ass c$S • 0 me this / 7th /day of • CG 11RES 12 • i dffional Gees $ u_ • / . AO 414 •Stei 6, 0 Notary Pub!' �'��. f f i g Pa-nty, on to 1303. 1304. 1305. 1400.TOTAL SETTLEMENT CHARGES (Enter on Lines 103,Section J and 502,Section K) 44,262.00 By sipring page 1 a trio statement,the signatories ackroMedge recap of a competed copy 01 papa 2 of Ns too page statement. Cornhusker Land Title Company,Settlement Agent Certified to be a true copy. • • • • (10-409E8/10-40958/40) sments to 512.Assessments to 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220. TOTAL PAID BY/FOR BORROWER 702,262.00 520. TOTAL REDUCTION AMOUNT DUE SELLER 300. CASH AT SETTLEMENT FROM/TO BORROWER: 600. CASH AT SETTLEMENT TO/FROM SELLER: 301. Gross Amount Due From Borrower(Line 120) 702,262.00 601. Gross Amount Due To Seller(Line 420) 658,000.00 302. Less Amount Paid By/For Borrower(Line 220) ( 702,262.00) 602. Less Reductions Due Seller(Line 520) ( ) 303. CASH( FROM)( TO)BORROWER 0.00 603. CASH(X TO)( FROM)SELLER 658,000.00 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement&any attachments referred to herein. Borrower Seller K.J.WOLFE,LLC THE Y OF ftFrA BY: lit„ uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 Page 2 Honorable President and Members of the City Council Approved as to Funding: Referred to City Council for Consideration: l•(=,23 • /7 Pam Spaccarotella Date Mayor's Office/Title Date Finance Director p:1511tmb n executed copy of this agreement except for the following modifications: WITNESS: SELLER: , SS#IFed:tDtk WITNESS: SELLER: / SS#/Fed.ID# ADDRESS: City: State Zip Phone BUYER RECEIPT AND ACCEPTANCE Buyer acknowledges a fully executed copy of this agreement and accepts Counter Proposal as set out above,if any. DATE: BUYER: UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 • • Page 1 of 23, 1/11/2012 2:50:09 PM, Bid Tabulation, Generated by:guygerhard for project OPW 51892 1" z rt -<co cu n � . tt ORDINANCE NO. (39, 2L,'D AN ORDINANCE to accept the bid and approve the agreement of Pepsi Beverages Company to provide vending machine concessions at the various locations from November 2011, through December 31, 2012. The City reserves the right to extend this contract on a yearly basis for three one-year terms at the sole option of the City, to authorize payment in accordance therewith; to authorize the Purchasing Agent to issue a purchase order in the total amount of$36,180.00, plus 35% of gross receipts; and to provide an effective date. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: Section 1. That the bid of Pepsi Beverages Company in the total amount of$36,180,plus 35% of gross receipts, for vending concessions, beginning November, 2011 and ending December 31, 2012, extendible on a yearly basis for three one-year terms, at the sole option of the City, for the Parks, Recreation and Public Property Department, attached hereto and made a part hereof is hereby accepted. Section 2. That the Finance Director is authorized to make payments in accordance therewith from General Fund No. 11111 and Organization No. 115111, Community Center Administration. The Finance Department is authorized to pay the cost for the vending concessions from these accounts. Section 3. That the City of Omaha Purchasing Agent is authorized to issue a Purchase Order for this contract. Section 4. That this Ordinance,not being of legislative character, shall be in force and take effect immediately from and after its date of passage. INTRODUCED Y COUNCILMEMBER Ordinance. The Finance Depailiiient is authorized to pay for the Vending Concessions from the General Fund No. 11111, and Organization No. 115111, Community Center Administration. Respectfully submitted, proved: BAOL,L3e44AL 1 'a31a Brook Bench, Acting Director Date Human Rights &Relations Date Parks, Recreation and Public Property Depaitiuent Subscribed in my p ••-• sworn too • •fore blinker's Ass c$S • 0 me this / 7th /day of • CG 11RES 12 • i dffional Gees $ u_ • / . AO 414 •Stei 6, 0 Notary Pub!' �'��. f f i g Pa-nty, on to 1303. 1304. 1305. 1400.TOTAL SETTLEMENT CHARGES (Enter on Lines 103,Section J and 502,Section K) 44,262.00 By sipring page 1 a trio statement,the signatories ackroMedge recap of a competed copy 01 papa 2 of Ns too page statement. Cornhusker Land Title Company,Settlement Agent Certified to be a true copy. • • • • (10-409E8/10-40958/40) sments to 512.Assessments to 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220. TOTAL PAID BY/FOR BORROWER 702,262.00 520. TOTAL REDUCTION AMOUNT DUE SELLER 300. CASH AT SETTLEMENT FROM/TO BORROWER: 600. CASH AT SETTLEMENT TO/FROM SELLER: 301. Gross Amount Due From Borrower(Line 120) 702,262.00 601. Gross Amount Due To Seller(Line 420) 658,000.00 302. Less Amount Paid By/For Borrower(Line 220) ( 702,262.00) 602. Less Reductions Due Seller(Line 520) ( ) 303. CASH( FROM)( TO)BORROWER 0.00 603. CASH(X TO)( FROM)SELLER 658,000.00 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement&any attachments referred to herein. Borrower Seller K.J.WOLFE,LLC THE Y OF ftFrA BY: lit„ uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 ORDINANCE NO. C3�v2c5"O Page 2 APPROVED BY: . r.,..imeer 02. MA_ a.; w %l TY O' OMAH• PASSED FER 2 8 2012 7-o ATTEST: I CLERK OF HE CITY OF OMAHA ATE APPROVED AS TO FO . —/8-/a-- CITY A TORNEY DATE p:1512tmb cations: WITNESS: SELLER: , SS#IFed:tDtk WITNESS: SELLER: / SS#/Fed.ID# ADDRESS: City: State Zip Phone BUYER RECEIPT AND ACCEPTANCE Buyer acknowledges a fully executed copy of this agreement and accepts Counter Proposal as set out above,if any. DATE: BUYER: UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 • • Page 1 of 23, 1/11/2012 2:50:09 PM, Bid Tabulation, Generated by:guygerhard for project OPW 51892 1" z rt -<co cu n � . tt H W Z U D re a I— w Zv D re O. I— w Z V a I— w Z V a I— w D CC 1 a CO .0)_ H W coo co 0 0 0 0 Q- Z V O (n u) u) «) u) ..0a D a ER te C'r) CO M COa ER- b4 d4 0 as ca 1 en a) — 0 en m a O. a) a a Z rn w 0 - .a 0 < a) . u Q O a E Um > m sm ~O it ai care re Q < o 0 en S v) en N C Q U .O C N O ~ O O O c CA IC CD O O 0 Z D a) _ m 0 N 3 r o c ° > L p 0 a a c o o o m o m w O .` C as CI.a Q N C.) N 0) > V > Q (0 f6 (n W o O C G Z O 2 •- U c) T iii O () cn (n N i cn a) c v 'L o O (n (� as as co �n O fn 0 w — 0 Q- a 70 co a a) O CIS m V C N N D t —co- L O O O U 7 ,. 0 0 a) O O a (o Cl)o Cl)o as to C 0 c 0.. .0 N N Q O Z C N N O CD o, c �' D o a) u)) T- m CO o N CO m D w o Q t 0 ccv ,E a) o 0 QCO > CIS 0 m Q a 2 0 0) o m F- 0 O 0 > rn I Respectfully submitted, proved: BAOL,L3e44AL 1 'a31a Brook Bench, Acting Director Date Human Rights &Relations Date Parks, Recreation and Public Property Depaitiuent Subscribed in my p ••-• sworn too • •fore blinker's Ass c$S • 0 me this / 7th /day of • CG 11RES 12 • i dffional Gees $ u_ • / . AO 414 •Stei 6, 0 Notary Pub!' �'��. f f i g Pa-nty, on to 1303. 1304. 1305. 1400.TOTAL SETTLEMENT CHARGES (Enter on Lines 103,Section J and 502,Section K) 44,262.00 By sipring page 1 a trio statement,the signatories ackroMedge recap of a competed copy 01 papa 2 of Ns too page statement. Cornhusker Land Title Company,Settlement Agent Certified to be a true copy. • • • • (10-409E8/10-40958/40) sments to 512.Assessments to 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220. TOTAL PAID BY/FOR BORROWER 702,262.00 520. TOTAL REDUCTION AMOUNT DUE SELLER 300. CASH AT SETTLEMENT FROM/TO BORROWER: 600. CASH AT SETTLEMENT TO/FROM SELLER: 301. Gross Amount Due From Borrower(Line 120) 702,262.00 601. Gross Amount Due To Seller(Line 420) 658,000.00 302. Less Amount Paid By/For Borrower(Line 220) ( 702,262.00) 602. Less Reductions Due Seller(Line 520) ( ) 303. CASH( FROM)( TO)BORROWER 0.00 603. CASH(X TO)( FROM)SELLER 658,000.00 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement&any attachments referred to herein. Borrower Seller K.J.WOLFE,LLC THE Y OF ftFrA BY: lit„ uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 AGREEMENT Vending Concessions—Various Locations THIS AGREEMENT is hereby made and entered into this 12th day of January, 2012 by and between the City of Omaha, a municipal corporation organized and existing under.the laws of the State of Nebraska, (hereinafter referred to as"City) and Bottling Group LLC, a Delaware limited liability company,with its affiliates and/or respective subsidiaries collectively comprising Pepsi Beverages Company (hereinafter referred to as"Vendor"). IT IS AGREED by and between the parties as follows: SECTION 1 PURPOSE To establish an exclusive agreement for Beverages at the City's Recreational Facilities and Golf Courses, (hereinafter referred to as"Facilities"),to supply and deliver Postmix and Equipment,Packaged Products, and Vending Machines to the various Facilities detailed in Section 3 of this agreement. During the Term of this Agreement,Vendor shall have the exclusive right to make all Beverages for sale and distribution at the Facilities, and the Product shall be the exclusive Beverage of their respective types sold, dispensed or otherwise made available, or in any way advertised,represented or promoted at or in connection with the Facilities by any method or through any medium whatsoever (including without limitation print, broadcast, direct mail, coupons, handbills, displays or signage), whether public or private. The parties acknowledge and agree that the City sells the following beverage products at concession stands and that such beverage products shall not be considered a breach of the exclusivity of this Agreement: Arizona Iced Tea, Ideal Pure Water, Campbell Tomato Juice, Florida's Natural Orange Juice, Florida's Natural Cranberry Juice,Nestle Hot Chocolate,Muscle Milk,Pure Pro drinks. SECTION 2 DEFINITIONS "Beverage"or`Beverages"means all carbonated and non-carbonated,non-alcoholic drinks,including but not limited to, (i) colas and other flavored carbonated drinks; (ii) fruit juice, fruit juice containing and fruit flavored drinks; (iii) chilled coffee drinks; (iv) chilled tea products; (v) hypertonic, isotonic and hypotonic drinks (sports drinks and fluid replacements); (vi) energy drinks, (vii) bottled or canned water whether carbonated or still (spring, mineral or purified), and (viii) any future categories of nonalcoholic beverage products that may be distributed by Vendor. "Cases" shall mean the number of cases of Packaged Products purchased by the City from Vendor, initially delivered in quantities of 24, 15, and 12 bottle/can units, and thereafter in such other size, quantity and type of containers as determined by Vendor, from time to time. "Equipment"means the following types of equipment owned and operated by Vendor and used to sell or dispense the Product: (1)full service vending machines("Vending Machines"); and(2)retail single-serve food service equipment. Title to all Equipment shall remain vested in Vendor or its affiliate and all such Equipment shall be returned to Vendor upon expiration or earlier termination of the Agreement. 1 PAID BY/FOR BORROWER 702,262.00 520. TOTAL REDUCTION AMOUNT DUE SELLER 300. CASH AT SETTLEMENT FROM/TO BORROWER: 600. CASH AT SETTLEMENT TO/FROM SELLER: 301. Gross Amount Due From Borrower(Line 120) 702,262.00 601. Gross Amount Due To Seller(Line 420) 658,000.00 302. Less Amount Paid By/For Borrower(Line 220) ( 702,262.00) 602. Less Reductions Due Seller(Line 520) ( ) 303. CASH( FROM)( TO)BORROWER 0.00 603. CASH(X TO)( FROM)SELLER 658,000.00 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement&any attachments referred to herein. Borrower Seller K.J.WOLFE,LLC THE Y OF ftFrA BY: lit„ uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 "Packaged Products" shall mean Beverages that are distributed in pre-packaged form (e.g., bottles and cans). A current list of Vendor's Packaged Products is listed in attached Exhibit B which may be amended by Vendor from time to time. "Products" shall mean Packaged Products manufactured,bottled, sold and/or distributed by Vendor. SECTION 3 TERM The Agreement period will be for one(1)year commencing on January 1,2012 and ending December 31, 2012. The Agreement may be extended upon mutual agreement of the parties with the same terms, and conditions for three (3) additional one (1) year periods (each, a "Renewal Term"). The parties will determine whether to extend the contract by November 1 of each year. SECTION 4 FACILITIES Golf Courses—Concession Stands: • Johnny Goodman Golf Course,6111 South 99'h Street • Benson Golf Course,5333 North 72nd Street • Elmwood Golf Course, 6232 Pacific Street • Spring Lake Golf Course,4020 Hoctor Blvd. • Warren Swigart Golf Course,3865 Parkview Drive • Westwood Heights Golf Course, 12929 West Center Road Community Centers—Vending Machines: • Adams Park Community Center,3230 John A.Creighton Blvd. • A.V. Sorensen Community Center,4808 Cass Street • Benson Community Center,6008 Maple Street • Camelot Community Center,9270 Cady Avenue • Christie Heights Community Center,5105 S. 37"'Street • Columbus Park Community Center, 1515 South 24th Street • Florence Community Center,2920 Bondesson Street • Mockingbird Hills Community Center, 10242 Mockingbird Drive • Montclair Community Center,2304 South 135th Avenue • Pipal Park Community Center,7770 Hascall Street • Saddlebrook Community Center, 14850 Laurel Avenue • Sherman Community Center,5701 North 16`h Street • Hanscom/Brandeis Tennis Center,3220 Ed Creighton Blvd. (Open October—March) • Koch Tennis Center, 12440 West Maple Road(open April—September) Community Centers—Concession Stands: • Common Ground, 1701 Veterans Drive Ice Rinks—Concession Stands: 2 canned water whether carbonated or still (spring, mineral or purified), and (viii) any future categories of nonalcoholic beverage products that may be distributed by Vendor. "Cases" shall mean the number of cases of Packaged Products purchased by the City from Vendor, initially delivered in quantities of 24, 15, and 12 bottle/can units, and thereafter in such other size, quantity and type of containers as determined by Vendor, from time to time. "Equipment"means the following types of equipment owned and operated by Vendor and used to sell or dispense the Product: (1)full service vending machines("Vending Machines"); and(2)retail single-serve food service equipment. Title to all Equipment shall remain vested in Vendor or its affiliate and all such Equipment shall be returned to Vendor upon expiration or earlier termination of the Agreement. 1 PAID BY/FOR BORROWER 702,262.00 520. TOTAL REDUCTION AMOUNT DUE SELLER 300. CASH AT SETTLEMENT FROM/TO BORROWER: 600. CASH AT SETTLEMENT TO/FROM SELLER: 301. Gross Amount Due From Borrower(Line 120) 702,262.00 601. Gross Amount Due To Seller(Line 420) 658,000.00 302. Less Amount Paid By/For Borrower(Line 220) ( 702,262.00) 602. Less Reductions Due Seller(Line 520) ( ) 303. CASH( FROM)( TO)BORROWER 0.00 603. CASH(X TO)( FROM)SELLER 658,000.00 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement&any attachments referred to herein. Borrower Seller K.J.WOLFE,LLC THE Y OF ftFrA BY: lit„ uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 • Motto McLean Ice Arena,5015 South 45th Street (Concession Stand) Outdoor Swimming Pools—Vending Machines: Pool season is June—Mid August, weather permitting. Vending Machines will be delivered prior to pool season and removed after the season. City shall give Vendor fifteen(15) days written notice of the beginning of each pool season so that Vendor can ensure Vending Machines are delivered prior to the pool season. • Cryer Pool, 11783 Cryer Avenue • Deer Ridge Pool, 585 South 126th Street • Elkhorn Outdoor Pool,3200 North 207th Street • Elmwood Park Pool, 606 South Happy Hollow Blvd. • Gallagher Park Pool,2936 North 52nd Street • Hanscom Park Pool, 3110 Ed Creighton Avenue • Hitchcock Park Pool,5005 South 45"'Street • Karen Park Pool,6288"H"Street • Lee Valley Pool, 10605 Charles Street • Miller Park Pool,2727 Redick Avenue • Oak Heights Pool, 10205 "U"Street • Roanoke Pool,4747 North 113 Street • Spring Lake Park Pool,4020 Hoctor Blvd. • Zorinsky Pool,3808 S. 156th Street SECTION 5 RIGHTS,DUTIES AND OBLIGATIONS OF CITY 1. The City agrees to provide access to the Facilities to permit Vendor to supply services and maintain its Vending Machines and Equipment and to provide the Products offered for sale therein. The parties acknowledge and agree that access to the Facilities shall be restricted to a schedule mutually determined by the parties. The City acknowledges and agrees that Vendor may be permitted to access the Facilities from time to time if emergency repair is needed for any Equipment or upon request of the City to provide additional Products. 2. City of Omaha reserves the right to supply golfers on public golf courses with golf scorecards and/or pencils from previous inventories when supplies of new golf scorecards and/or pencils are being printed or otherwise unavailable. 3. The City reserves the right to select the flavors and name brands from among those offered by Vendor,provided however,that the City shall not materially restrict the Vendor from selling the Core Brands (as hereinafter defined) over the Term. The"Core Brands"are Pepsi, Diet Pepsi, Pepsi Max,Mountain Dew,Diet Mountain Dew and Sierra Mist. 4. City reserves the right to add or remove any location upon written notification to the Vendor. Upon written notification of the addition or removal of any location,Vendor shall have the right to place additional Equipment or to remove Equipment and such placing or removing of Equipment shall not be deemed trespassing, The actual type of Vending Machines at the Facilities shall be based on the Vendor's determination of the City's reasonable needs and is subject to availability. Vendor shall have the right to replace or remove Vending Machines at any time during the Term or any Renewal Term, as determined by Vendor, based on Vendor's 3 1 PAID BY/FOR BORROWER 702,262.00 520. TOTAL REDUCTION AMOUNT DUE SELLER 300. CASH AT SETTLEMENT FROM/TO BORROWER: 600. CASH AT SETTLEMENT TO/FROM SELLER: 301. Gross Amount Due From Borrower(Line 120) 702,262.00 601. Gross Amount Due To Seller(Line 420) 658,000.00 302. Less Amount Paid By/For Borrower(Line 220) ( 702,262.00) 602. Less Reductions Due Seller(Line 520) ( ) 303. CASH( FROM)( TO)BORROWER 0.00 603. CASH(X TO)( FROM)SELLER 658,000.00 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement&any attachments referred to herein. Borrower Seller K.J.WOLFE,LLC THE Y OF ftFrA BY: lit„ uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 polices and standards regarding its Vending Machines, as such policies and procedures are communicated to the City by Vendor from time to time. Notwithstanding the foregoing,Vendor additionally reserves the right to request the removal or relocation of any glass front Vending Machine that sells less than eight(8)Cases of Product per week and any other Vending Machine that sells less than two (2) Cases of Product per week. Vendor reserves the absolute right to remove or relocate any Vending Machine that is subject to repeated vandalism. 5. The City shall purchase, and shall cause the purchasing representative from each of the Facilities to purchase,Products directly from the Vendor at the prices established by the Vendor from time to time. The current pricing list is set forth on Exhibit B. SECTION 6 RIGHTS,DUTIES AND OBLIGATIONS OF VENDOR Vendor agrees to: 1. Supply straws,cups,and lids at no additional cost in at least four cup sizes comparable to: 20 oz., 21 oz.,24 oz., and 32 oz. 2. Vendor shall own all Equipment. 3. Provide all necessary dispensing Equipment. Each location must be capable of dispensing at least four (4) different flavors of soft drink. The Equipment shall be exclusively used to display or merchandise the Products, and the City shall not use the Equipment to display, stock, advertise, sell or maintain any other products(including on the exterior of the Equipment). 4. Shall be responsible for furnishing, installing, and maintaining the Equipment during the entire Term of the Agreement,and any renewal Term thereafter. 5. Have first right or option to purchase advertising space on City of Omaha Golf scorecards and/or pencils, if said vendor so desires and if it is determined by the City that such advertising is permitted. 6. Have the option of providing and maintaining three (3) beverage carts, with advertising on the carts,at no additional cost to the City. 7. Provide sufficient coolers, as needed, to each of the following locations at no additional cost to the City: All Golf Courses,Community Centers,and Motto McLean Ice Arena. 8. Supply the requested number of automatic Vending Machines with locking cash receipt box, a tamper proof counter on each,plus additional Vending Machines as needed. 9. Provide Vending Machines equipped with warning stickers discouraging consumers from rocking Vending Machines. 10. Provide a coin/bill changer on all Vending Machines. 11. Stock Vending Machines and coin/bill changers on a weekly basis, or as needed. 12. Except as is reasonably attributable to the acts or omissions of Vendor's personnel or other contractors, Vendor shall bear the risk of loss to the Vending Machines and any Products or monies contained therein from theft or vandalism while the Vending Machines are placed at the Facilities, provided, however, that in the event of repeated or significant theft, vandalism, destruction or loss, without limitation,Vendor shall specifically have the right to remove or move any Vending Machines. 4 T SETTLEMENT TO/FROM SELLER: 301. Gross Amount Due From Borrower(Line 120) 702,262.00 601. Gross Amount Due To Seller(Line 420) 658,000.00 302. Less Amount Paid By/For Borrower(Line 220) ( 702,262.00) 602. Less Reductions Due Seller(Line 520) ( ) 303. CASH( FROM)( TO)BORROWER 0.00 603. CASH(X TO)( FROM)SELLER 658,000.00 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement&any attachments referred to herein. Borrower Seller K.J.WOLFE,LLC THE Y OF ftFrA BY: lit„ uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 SECTION 7 PAYMENT OF PERCENT OF GROSS RECEIPTS In consideration of the rights granted by City hereunder,Vendor agrees to pay to City a commission, as a percentage of the actual cash ("cash in bag" or"CIB") collected by Vendor from the Vending Machines placed at the Facilities, less any applicable fees or deposits("Commissions"). Such Commissions shall be at the rate set forth below(the"Commission Rate")and shall be calculated as follows: (CIB—applicable fees/deposits)* Commission Rate=Commission due Product Minimum Vend Price Commission Rate* 20oz Carbonated Soft Drinks $1,50 35% 20oz Gatorade and Sports Drinks $1.50 35% 20oz Aquafina Water $1.50 35% *Commission Rate stated above shall only apply to Products sold by Vendor through its Vending Machines at the beginning of the Term. If Vendor proposes any new products to the City during the Term, then Vendor shall have the right to apply a different Commission Rate and/or Minimum Vend Price for such new product. (a) Commission Payment. Commissions shall be remitted by Vendor to the City within 30 days of the end of each 4-week accounting period established by Vendor. Vendor shall provide all pertinent revenue and sales records respecting the Vending Machines to City. City agrees that it is responsible for reviewing such records and that any claim or dispute relating to the Commissions must be brought by City in writing within one year of the date such Commissions payment is due. City further acknowledges and agrees that it shall not receive any commission payment from Vendor if Commissions fail to reach a certain threshold amount per period or quarter. The current applicable threshold amount is Fifty Dollars($50)per 4-week accounting period and will be established and communicated pursuant to Vendor's polices and procedures related to its Full Service Vending business,as may be revised by Vendor from time to time. (b) Change to Commission Rate. City acknowledges and agrees that Vendor established the Commission Rate based on then-current applicable fees/taxes associated with the sale of the Products through the Vending Machines as of the commencement date of this Agreement. Therefore, City hereby agrees that if there are any additional/incremental taxes (sales,excise or other) or fees imposed on the Products sold through such Vending Machines during the Term, then Vendor shall be authorized and shall have the right to automatically adjust its Commissions in a manner appropriate, as reasonably determined by Vendor (e.g., by reducing the Commissions paid or the Commissions Rate by the appropriate amount), to recoup such additional/incremental • taxes or fees. Vendor shall use commercially reasonable efforts to promptly notify City of any such adjustments. (c) Vend Price. The minimum vend price necessary for City to qualify for any Commissions is set forth above. Vendor shall have the absolute right, at its sole discretion, to change such vend prices as it deems appropriate in light of cost of goods increases or to otherwise stay reasonably competitive with applicable vending prices for similar accounts operating in the relative geography. 5 ss Reductions Due Seller(Line 520) ( ) 303. CASH( FROM)( TO)BORROWER 0.00 603. CASH(X TO)( FROM)SELLER 658,000.00 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement&any attachments referred to herein. Borrower Seller K.J.WOLFE,LLC THE Y OF ftFrA BY: lit„ uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 • SECTION 8 RECORDS Vendor agrees to prepare, keep and maintain records for a four (4) year period, necessary to determine that Vendor was in compliance with the terms of this Agreement. City shall have the right to audit and examine such non-confidential/non-propriety records directly related to these Facilities during usual business hours upon reasonable advance notice to Vendor. SECTION 9 PERFORMANCE BOND Vendor shall furnish, execute and deliver to the City a cash deposit, certificate of deposit,United States government bond (negotiable) or performance, payment and maintenance bond, subject to approval as to form by the City Attorney, with a surety company authorized to do business in the State of Nebraska as a surety, in the amount of $50,000 conditioned upon the faithful performance of all conditions and covenants contained in the Agreement.This security instrument shall be provided within 30 days of being notified that Vendor is the recommended Vendor and shall remain in effect throughout the term of the Agreement. SECTION 10 INDEMNIFICATION AND INSURANCE Indemnification: Vendor will indemnify and hold the City harmless from any and all suits, actions, claims, demands, losses, costs, damages, liabilities, fines, expenses and penalties (including reasonable attorneys' fees) arising out of: (i) its breach of any term or condition of this Agreement; (ii) product liability suits resulting from the use or consumption of the Products; and/or(iii)the negligence or willful misconduct of Vendor. The City will indemnify and hold Vendor, its subsidiaries, affiliates or assigns harmless from and against any and all suits, actions, claims, demands, losses, costs, damages, liabilities, fines, expenses and penalties (including reasonable attorneys' fees) arising out of: (i) its breach of any term or condition of this Agreement; and/or(ii)the negligence or willful misconduct of the City. Vendor and the City shall give prompt and timely notice of any claim made or suit instituted which, in any way, directly or indirectly,contingently or otherwise,affects or might affect either party. Workers Compensation Insurance: The Vendor shall take out and maintain during the life of the Contract, insurance for.all of their employees employed at the site of project protecting the Vendor from all liability that my be imposed under the Worker's Compensation Act, the Occupational Disease Act or other legislation of similar nature. Liability Insurance: Vendor must procure and maintain in effect during the term of this Agreement, with companies licensed to do business in the State of Nebraska,public liability insurance with at minimum, policy limits of$1,000,000/$5,000,000 for bodily injury or death and property damage. The City shall be an additional insured. A certified copy of the policy or a certificate evidencing the existence thereof shall be delivered to the City Parks, Recreation and Public Property Director. Each such copy shall contain a valid provision or endorsement that the policy may not be cancelled,terminated or materially changed or modified without endeavoring to give thirty(30)days written advance notice thereof to the City. SECTION 11 INDEPENDENT CONTRACTOR Any and all acts that Vendor or its personnel, employees, agents, contractors, or servants, perform in providing the services shall be undertaken as independent contractors and not as employees of the City. 6 ler(Line 520) ( ) 303. CASH( FROM)( TO)BORROWER 0.00 603. CASH(X TO)( FROM)SELLER 658,000.00 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement&any attachments referred to herein. Borrower Seller K.J.WOLFE,LLC THE Y OF ftFrA BY: lit„ uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 The City and Vendor shall each act in their individual capacities and not as agents, employees,partners, joint venturers or associates of the other. An employee or agent of one shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. Neither Vendor nor its personnel, employees, agents, contractors, or servants shall be entitled to any City benefits. The City shall not provide any insurance coverage to Vendor or its employees including, but not limited to, workers' compensation insurance. Vendor shall pay all wages, salaries and other amounts due its employees and shall be responsible for all reports, obligations, and payments pertaining to social security taxation, income tax withholding,workers'compensation,unemployment compensation,group insurance coverage, collective bargaining agreements or any other such similar matters. Vendor shall have no authority to bind the City by or with any contract or agreement,nor to impose any liability upon the City. All acts and contracts of Vendor shall be in its own name and not in the name of the City, unless otherwise provided herein. SECTION 12 GENERAL CONDITIONS 1. Equal Employment Opportunity Clause: Annexed hereto as Exhibit"A" and made a part hereof by reference are the equal employment provisions of this contract. Refusal by the contractor or subcontractor to comply with any portion of this program as therein stated and described will subject the offending party to any or all of the following penalties: a) Withholding of all future payments under the involved contactors to the contractor in violation until it is determined that the Contractor or subcontractor is in compliance with the provisions of the contract; b) Refusal of all future bids for any contractors with the City or any of its departments or divisions until such time as the contractor or subcontractor demonstrates that he has established and shall carry out the policies of the program as herein outlined. 2. Non-Discrimination: The Vendor shall not, in the performance of this Contract, discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age,political or religious opinions,affiliations or national origin. 3. Captions: Captions used in this contract are for convenience and are not used in the construction of this contract. 4. Applicable Law: Parties to this Agreement shall conform to all existing and applicable City ordinances, resolutions, state and local laws, federal laws, and all existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. 5. Interest of the City: Pursuant to section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City shall have a financial interest, direct or indirect,in any City contract. Any violation of this section with the knowledge of the person or corporation contracting with the City shall render the contract voidable by the Mayor or City Council. 6. Interest of Vendor: The Vendor will covenant that it presently has no interest and shall not acquire any interest, direct or indirect which would conflict with the performance of services required to be performed under this Agreement; it further covenants that, in the performance of this Agreement,no person having such interest shall be employed. 7 TO)( FROM)SELLER 658,000.00 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement&any attachments referred to herein. Borrower Seller K.J.WOLFE,LLC THE Y OF ftFrA BY: lit„ uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 • 7, Merger: This contract shall not be merged into any other oral or written contract, lease or deed of any type. This is the complete and full agreement of the parties. 8. Modification: This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein, No agent, employee or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. 9. Approval of Amendments: The parties hereto acknowledge that, as of the date of the execution of this agreement, Section 10-142 of the Omaha Municipal Code provides as follows: Any amendment to contracts or purchase which taken alone increases the original by prices as awarded (a) by ten percent, if the original bid price is one hundred fifty thousand dollars ($150,000) or more, or(b)by seventy-five thousand dollars ($75,000) or more, shall be approved by the City Council in advance of the acceptance of any purchase in excess of such limits or the authorization of any additional work in excess of such limits. However, neither contract nor purchase amendments will be split to avoid advance approval of the City Council. 10. Strict Compliance: All provisions of this contract and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction for authorized representative. 11. Assignment: Neither Vendor nor City may assign its rights under this Agreement without the express prior written consent of the other. 12. Termination: In addition to all other legal remedies available to the either party, either party may cancel this agreement upon thirty (30) days' written notice should any one or more of the following events occur: a) If either party shall file a petition of bankruptcy; or if proceedings in bankruptcy shall be instituted against it and it is thereafter adjudicated a bankrupt pursuant to proceedings; or if a court shall take jurisdiction of either party and its assets pursuant to proceedings brought under the provisions of any federal reorganization act; or if a received for either party's assets is appointed; or if either party shall be divested of its rights, powers and privileges to provide the sport identified herein by other operation of law. b) If either party shall abandon and discontinue the provision of this Agreement. c) If either party shall fail to perform,keep and observe any of the terms,provisions,covenants and conditions contained herein to be performed,kept and observed by it. d) If either party shall fail to abide by all applicable laws, ordinances, rules and regulations of the United States, State of Nebraska,Douglas County,or the City of Omaha. e) If either party shall fail to obtain any insurance,performance bond or indemnity required herein or permit any such insurance,performance bond or indemnity to lapse of become void. 13. Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement(other than for delay in the payment of money due and payable herein)to the extent said failures or delays are proximately caused an event of Force Majeure. "Force Majeure" is an event beyond the reasonable control of either party which makes the performance impossible or so impractical as reasonable to be considered impossible and includes, but not limited to, Act of God, war, terrorist attack,riot,civil disorder, earthquake, nuclear accident, fire, explosion, flooding, water levels, or other 8 uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 adverse weather conditions,strikes,or confiscation or any other action by any government which defeats the ability to perform this agreement. 14. Representations and Warranties. Each of the parties to this Agreement represent and warrant that it has the full right, power and authority to enter into, and perform its obligations under this Agreement and that the terms and conditions of this Agreement shall not violate,interfere with or infringe upon the rights of any third parties pursuant to written agreement or otherwise. Each party further represents that it has obtained all the necessary approvals and has complied with all the laws, ordinances, codes, rules and regulations relating to its entering into his Agreement and its performance hereunder. 15. Authorized Representative: In further consideration of the mutual covenants herein contained,the parties hereto expressly agree that for purposes of notice, including legal service of process, during the term of this contract and for the period of any applicable statue of limitations thereafter, the following named individuals shall be authorized representatives of the parties: City of Omaha: Bottling Group LLC: Brook Bench, Acting Director � �� � 8ieese> ia8ter Parks,Recreation and \[ Public Property Department tfU 3 2 . �� 1 Omaha/Douglas Civic Center QryvA Ina N& jt ti 1819 Famam Street,Room 701 Omaha,Nebraska 68183 9 or change shall be made except upon written direction for authorized representative. 11. Assignment: Neither Vendor nor City may assign its rights under this Agreement without the express prior written consent of the other. 12. Termination: In addition to all other legal remedies available to the either party, either party may cancel this agreement upon thirty (30) days' written notice should any one or more of the following events occur: a) If either party shall file a petition of bankruptcy; or if proceedings in bankruptcy shall be instituted against it and it is thereafter adjudicated a bankrupt pursuant to proceedings; or if a court shall take jurisdiction of either party and its assets pursuant to proceedings brought under the provisions of any federal reorganization act; or if a received for either party's assets is appointed; or if either party shall be divested of its rights, powers and privileges to provide the sport identified herein by other operation of law. b) If either party shall abandon and discontinue the provision of this Agreement. c) If either party shall fail to perform,keep and observe any of the terms,provisions,covenants and conditions contained herein to be performed,kept and observed by it. d) If either party shall fail to abide by all applicable laws, ordinances, rules and regulations of the United States, State of Nebraska,Douglas County,or the City of Omaha. e) If either party shall fail to obtain any insurance,performance bond or indemnity required herein or permit any such insurance,performance bond or indemnity to lapse of become void. 13. Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement(other than for delay in the payment of money due and payable herein)to the extent said failures or delays are proximately caused an event of Force Majeure. "Force Majeure" is an event beyond the reasonable control of either party which makes the performance impossible or so impractical as reasonable to be considered impossible and includes, but not limited to, Act of God, war, terrorist attack,riot,civil disorder, earthquake, nuclear accident, fire, explosion, flooding, water levels, or other 8 uster Brown, City Clark L te of Occupancy/conditional Use Permit:Buyer must be able to obtain a*Conditional Use°Permit or and/or any other permit required for business operation. This permit shall be obtained thru the City of Omaha Planning Board. Buyer will submit all necessary applications before the December 7th,2011 deadline•for January's agenda. If the proper permit cannot be obtained for their use,Buyer shall notify Seller within said thirty(30)days of the proper permit denial and the offer shall be null and void and the Deposit returned to the Seller within ten(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 EXECUTED this day of -Tiln IA a(--\ ,2012. ATTFST: BOTTLING GROUP LLC By k) eld`C/1 0dA ess: i Printed Name:-.m i StC 1�� �. ilmo n Title:FOW SP VI N .Sotifs EXECUTED this /57- day of .#4!/rG/__ ,2012. ATTEST: CITY OF OMAHA, a Municipal Corporation • By Ci Clerk of Omaha °.utt e, rror of the Ci y of Omaha • APPROVED AS TO FORM: Deputy ity Attorney n f' 10 es a fully executed copy of this agreement and accepts Counter Proposal as set out above,if any. DATE: BUYER: UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 • • Page 1 of 23, 1/11/2012 2:50:09 PM, Bid Tabulation, Generated by:guygerhard for project OPW 51892 1" z rt -<co cu n � . tt EXHIBIT A-EQUAL EMPLOYMENT OPPORTUNITY CLAUSE During the performance of this contract,the Contractor agrees as follows: 1) The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, or disability as defined by the Americans With Disabilities Act of 1990 and Omaha Municipal Code 13-82. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex or national origin. The Contractor shall take all actions necessary to comply with the Americans With Disabilities Act of 1990 and Omaha Municipal Code (Chapter 13) including, but not limited to, reasonable accommodation. As used herein, the word "treated" shall mean and include,without limitation, the following: Recruited,whether advertising or by other means; compensated; selected for training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated. The Contractor agrees to and shall post in conspicuous places, available to employees and applicants for employment,notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. 2) 'The Contractor shall,in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin, or disability as recognized under 42 USCS 12101 et seq. 3) The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of the Contractor's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor shall furnish to the contract compliance officer all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations, and including the information required by Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Contract Compliance Officer shall be those, which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. 5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the Contractor becomes involved,in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. 6) The Contractor shall file and shall cause his subcontractors,if any,to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices,policies,programs and statistics of the Contractor and his subcontractors. 7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. 11. n(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 • Exhibit B Product List and Pricing 20oz Sodas and Gatorade Products=$15.60 5 Gallon Postmix Syrup=$10.50/Gallon 12 . ilmo n Title:FOW SP VI N .Sotifs EXECUTED this /57- day of .#4!/rG/__ ,2012. ATTEST: CITY OF OMAHA, a Municipal Corporation • By Ci Clerk of Omaha °.utt e, rror of the Ci y of Omaha • APPROVED AS TO FORM: Deputy ity Attorney n f' 10 es a fully executed copy of this agreement and accepts Counter Proposal as set out above,if any. DATE: BUYER: UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 • • Page 1 of 23, 1/11/2012 2:50:09 PM, Bid Tabulation, Generated by:guygerhard for project OPW 51892 1" z rt -<co cu n � . tt EXHIBIT C-NEW EMPLOYEE WORK ELIGIBILITY STATUS During the performance of this contract,the Contractor agrees as follows: The Contractor is required and hereby agrees to use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska. A federal immigration verification system means the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. 1324a, known as the E-Verify Program, or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of a newly hired employee. If the Contractor is an individual or sole proprietorship,the following applies: 1. The Contractor must complete the United States Citizenship Attestation Form, available on the Department of Administrative Services website at www.das.state.ne.us. 2. If the Contractor indicates on such attestation form that he or she is a qualified alien, the Contractor agrees to provide the US Citizenship and Immigration Services documentation required to verify the Contractor's lawful presence in the United States using the Systematic Alien Verification for Entitlements (SAVE)Program. 3. The Contractor understands and agrees that lawful presence in the United States is required and the Contractor may be disqualified or the contract terminated if such lawful presence cannot be verified as required by Neb. Rev. Stat. §4-108 13 under 42 USCS 12101 et seq. 3) The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of the Contractor's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor shall furnish to the contract compliance officer all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations, and including the information required by Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Contract Compliance Officer shall be those, which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. 5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the Contractor becomes involved,in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. 6) The Contractor shall file and shall cause his subcontractors,if any,to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices,policies,programs and statistics of the Contractor and his subcontractors. 7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. 11. n(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 0 Cu c SW c72 m co m Oro C = GJ a a CO z z C7 . `�. T ® � m l tj 7 m H 1 - 7 Q z z Z a z GI CA n "I -a up s 5a a —Izo n� a 0 o 073 o = 3 m o Z G N rt fD `� 7 d Ol C� c g < ° Z f• AD• 2- rt - O- N O`<< (D X a A Z 'd Ol v 7 fD O N N N v A j c > o (D '< �' �* in a 2 •� O. r0-r fOD fl. O N N r-r rt p co n 0 rt -, Ol 'd = 3 -3 fD O 0 71% 0 r*..G ,rt O fD O = rn W Of"fD N N E < N g Ort O ON. 5O N � .- ti,_, r* • O fD fD p cn [D O O - N O bni n ,� S. 73 n. N O St p npf� 7 - rt (I) -0n Ort et N fXD N rtO = Q. O fD r} .. O W (D Vf t1) 0) LL a) (J)CD C rt c � r cn 3 < - Q c0 = 7" fD O_ N � n CD a rat \ -e O0 O0 `< rt O -s N �• =. =. CD F-+ Ots, Po o -1 fD [D -I v. N 2 CDD Ii, n 2 ,41, IC) O- n I s rn co ` `° 2 ,. -1 Ill 5. asup 1 '11/4 i D —.1 . '.i o el 4 a O Z nImo Q ,. n Foil np k r • z r^.1 ollective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of the Contractor's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor shall furnish to the contract compliance officer all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations, and including the information required by Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Contract Compliance Officer shall be those, which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. 5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the Contractor becomes involved,in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. 6) The Contractor shall file and shall cause his subcontractors,if any,to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices,policies,programs and statistics of the Contractor and his subcontractors. 7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. 11. n(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 / "NOTICE TO PUBLIC" THE DAILY RECORD The following Ordinance has been set for City Council Hearing on February 14,2012, OF Ow,l�jt TT at 2:00 p.m.: AHA AN ORDINANCE to accept the bid and the attached agreement of Pepsi Beverages LYNDA K. HENNINGSEN, Publisher Company to provide vending machine concessions at the various locations from PROOF OF PUBLICATION November 2011, through December 31, 2012. The City reserves the right to extend this contract on a yearly basis for three one- UNITED STATES OF AMERICA, year terms at the sole option of the City,to authorize payment In accordance therewith; The State of Nebraska, to authorize the Purchasing Agent to issue a sS. purchase order in the total amount of District of Nebraska, $36,180.00, plus 35'y0 of gross receipts;and County of Douglas, to provide an effective date.BUSTER BROWN, City of Omaha, City Clerk 2-10-12 . J.BOYD being duly sworn,deposes and says that she is LEGAL EDITOR of THE DAILY RECORD, of Omaha, a legal newspaper, printed and published daily in the English language, having a bona fide paid circulation in Douglas County in excess of 300 copies, printed in Omaha,in said County of Douglas,for more than fifty-two weeks last past; that the printed notice hereto attached was published in THE DAILY RECORD,of Omaha,on I February 10, 2012 That said Newspaper during that time was re arly published and in general'cltnacula�i n in the County of Douglas, tate of Nebraska. eQ:C.GIN E Rq • Subscribed in my ce and sworn to be e '�,QRY T:7 10th r ubliisher's TSS10 me this of •d iional Mlless$ Febru ry 12 ,1 tl`\qjF OF 10-0:L Notary Public of Nebraska Douglas ounty, ractor shall furnish to the contract compliance officer all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations, and including the information required by Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Contract Compliance Officer shall be those, which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. 5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the Contractor becomes involved,in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. 6) The Contractor shall file and shall cause his subcontractors,if any,to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices,policies,programs and statistics of the Contractor and his subcontractors. 7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. 11. n(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11 "NOTICE TO PUBLIC THE DAILY RECORD - ORDINANCE NO.39250 AN ORDINANCE to accept the bid and the T� attached agreement of Pepsi Beverages OF OMAHA Company to provide vending machine concessions at the various locations from November 2011, through December 31, LYNDA K. HENNINGSEN, Publisher 2012. The City reserves the right to extendone- PROOF OF PUBLICATION this contract on a yearly basis for three one- year terms at the sole option of the City,to authorize payment in accordance therewith; to authorize the Purchasing Agent to issue a UNITED STATES OF AMERICA, purchase order in the total amount of The State of Nebraska, $36,180.00, plus 35%of gross receipts;and ss to provide an effective date. District of Nebraska, SUMMARY: AN ORDINANCE to accept the bid and the County of Douglas, attached agreement of Pepsi Beverages City of Omaha, Company to provide vending machine concessions at the various locations from November 2011, through December 31, J.BOYD 2012. The City reserves the right to extend this contract on a yearly basis for three one- being duly sworn,deposes and says that she is year terms at the sole option of the City,to authorize payment in accordance therewith; to authorize the Purchasing Agent to issue a LEGAL EDITOR purchase order in the total amount of $36,180.00, plus 35%of gross receipts;and of THE DAILY RECORD, of Omaha, a legal newspaper, printed and to provide an effectivedate. PASSED:February 28,201 2,7-0 published daily in the English language, having a bona fide pa id APPROVED BY: circulation in Douglas County in excess of 300 copies, printed in JIM SUTTLE 3/1/12 MAYOR OF THE g Omaha,in said Countyof Douglas,for more than fifty-two weeks last CITY OF OMAHA BUSTER BROWN, past; that the printed notice hereto attached was published in THE City Clerk DAILY RECORD,of Omaha,on 3-7-12 March 7 , 2012 That sai ewspaper during that time was regul: y published and in g • ""I vt5g ' n in the County of Douglas,and S ate o"Nebraska. .. Qy •NNtrRA(• .. ;. ,�i,�SQ;•�C Subscribed in my presen ._• orn to bef• • i �'ublisher? �e apt`$ .'8 10 me this th /y of CO 10 S tv1M E AlliftionalEbales $ ,,(�. March 12 II 1a n / I ll Sj; ............... Notary Public in :Ts: ,ril 5 o•g •e. ••unty, ‘��Arm F NSta • o ebras •: ) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the Contractor becomes involved,in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. 6) The Contractor shall file and shall cause his subcontractors,if any,to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices,policies,programs and statistics of the Contractor and his subcontractors. 7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. 11. n(10)days of written notice. d)ALTA Survey:Seller to provide at his expense an ALTA Survey Report for the premises. 8. Taxes: ® Urban Taxes: All consolidated real estate taxes which become delinquent in the year in which closing takes place shall be treated as though all are current taxes, and those taxes shall be prorated as of date of closing,and all prior years'taxes, interest, and other charges, if any, will be paid by Seller. 0 Rural Taxes: All consolidated real estate taxes for the year in which closing takes place(based on current assessment and tax rate)shall be prorated as of date of closing,and Seller shall,also,pay all prior years'taxes,interest,and other charges. 9. Rents,Deposit and Leases,if Rented: Any tenant deposits and leases shall be assigned to Buyer at no cost. All collected rents shall be prorated to date of closing. Copies of all current leases shall be provided to the Buyer at the time of closing. 1 . 11. Conveyance of Title: Seller shall furnish a current title insurance commitment to Buyer as soon as practical. if title defects are found,Seller must cure them within a reasonable time. If title defects are not cured within a reasonable time period,the Buyer may rescind this agreement and the Deposit shall be refunded. Approximate closing date to be February 13th,_2012,and possession of profits shall be delivered at closing. The costs of an Owner's title insurance policy shall be equally divided between Buyer and Seller. 12. Escrow Closing: Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an Escrow Agent and that the Broker is authorized to transfer the Deposit or any other funds it receives to said Escrow Agent. After said transfer,Broker shall have no further responsibility or liability to Buyer or Seller for the accounting for said funds. Escrow Agent's charge for the escrow closing shall be equally divided between Buyer and Seller. 13. State Documentary Tax: The State documentary Tax on the deed Shall be paid by the Seller. UNIFORM COMMERCIAL PURCHASE AGREEMENT 11/11/11