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Resolution 2021-31966RESOLUTION NO., 2021-31966 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AMENDMENT NO. 2 TO THE AGREEMENT WITH COCA- COLA NORTH AMERICA AND COCA-COLA BEVERAGES FLORIDA, LLC (COCA-COLA), WHICH IS SET TO EXPIRE ON DECEMBER 31, 2021; SAID AMENDMENT (1) EXTENDING THE AGREEMENT, ON A MONTH TO MONTH BASIS, FOR A PERIOD NOT TO EXCEED SIX (6) MONTHS, AND (2) REMOVING THE ENERGY BEVERAGE CATEGORY FROM THE AGREEMENT, WHICH CATEGORY WILL BE THE SUBJECT OF A SEPARATE AGREEMENT WITH RED BULL NORTH AMERICA, INC; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE AMENDMENT, UPON FORM APPROVAL BY THE CITY ATTORNEY. WHEREAS, the City of Miami Beach (the "City") entered into a sponsorship agreement, dated March 14, 2012 (the "Agreement"), with Coca-Cola North America, a division of the Coca- Cola Company, and Coca-Cola Refreshments USA, Inc. d/b/a Florida Coca-Cola Bottling Company (the "Bottler") (collectively, "Coca-Cola") for a term beginning January 1, 2012 and ending on December 31, 2021; and WHEREAS, on March 1, 2017, the Mayor and City Commission adopted Resolution No. 2017-29774, approving the assignment of the Bottler's interest in the Agreement to Coca-Cola Beverages Florida, LLC ("Successor Bottler") in connection with the sale of Bottler's assets to the Successor Bottler; and WHEREAS, the parties executed an assignment and assumption agreement, dated March 29, 2017, assigning Bottler's interest in the Agreement to the Successor Bottler; and WHEREAS, on January 13, 2021, the Mayor and City Commission adopted Resolution No. 2021-31541, approving an amendment to the Agreement ("Amendment No. 1"); said Amendment removing the City's requirement to purchase a minimum of 22,500 cases of coca - cola product per year for the 2020 and 2021 contract years and guaranteeing that the City will receive the full sponsorship fee for the 2020 contract year, in the amount of $325,000; and reducing the sponsorship fee that Coca-Cola would have to pay the City for the 2021 contract year from $325,000 to $195,433.33; and WHEREAS, the Agreement is set to expire December 31, 2021; and WHEREAS, in order to explore all opportunities for a non-alcoholic pouring rights partnership, while ensuring business continuity, the City would like to extend the Agreement, on a month to month basis, commencing on January 1, 2022, for a period not to exceed six (6) months (June 30, 2022); and WHEREAS, simultaneously herewith, the City Administration has submitted a companion City Commission agenda item, containing a proposal from Red Bull North America, Inc. for exclusive pouring rights related to the category of energy drinks, which is a category that is covered by the Agreement; and WHEREAS, based upon the foregoing, the City Manager recommends amending the Agreement (Amendment No. 2) to: (1) extend the term, on a month to month basis, providing the City with the right to terminate the Agreement at any time, without cause, upon providing Coca- Cola with thirty (30) days prior written notice, based upon the current terms, with the exception of the removal of the energy beverage category. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby authorize the City Manager to negotiate Amendment No. 2 to the Agreement with Coca-Cola North America and Coca-Cola Beverages Florida, LLC (Coca-Cola), which is set to expire on December 31, 2021; said amendment (1) extending the Agreement, on a month to month basis, for a period not to exceed six (6) months, and (2) removing the energy beverage category from the Agreement, which category will be the subject of a separate agreement with Red Bull North America, Inc.; and further authorize the City Manager and City Clerk to execute the Amendment, upon form approval by the City Attorney. PASSED and ADOPTED this 8th day of December 2021. ATTEST: Rafael E. Granado, City Clerk DEC 1 3 2021 Dan Gelber, Mayor APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION udkakz�" I21 C City Attorney Xv Date Resolutions - R7 AC MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Alina T. Hudak, City Manager DATE: December 8, 2021 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AMENDMENT NO. 2 TO THE AGREEMENT WITH COCA- COLA NORTH AMERICA AND COCA-COLA BEVERAGES FLORIDA, LLC (COCA-COLA), WHICH IS SET TO EXPIRE ON DECEMBER 31,2021; SAID AMENDMENT (1) EXTENDING THE AGREEMENT, ON A MONTH TO MONTH BASIS, FOR A PERIOD NOT TO EXCEED SIX (6) MONTHS, AND (2) REMOVING THE ENERGY BEVERAGE CATEGORY FROM THE AGREEMENT, WHICH CATEGORY WILL BE THE SUBJECT OF A SEPARATE AGREEMENT WITH RED BULL NORTH AMERICA, INC; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE AMENDMENT, UPON FORM APPROVAL BY THE CITY ATTORNEY. RECOMMENDATION The administration recommends amending the Agreement (Amendment No. 2) to: (1) extend the term, on a month to month basis, providing the City with the right to terminate the Agreement at any time, without cause, upon providing Coca-Cola with thirty (30) days prior written notice, based upon the current terms, with the exception of the removal of the energy beverage category. BACKGROUND/HISTORY The City of Miami Beach (the "City") entered into a sponsorship agreement for the non-alchohol pouring rights at several city of Miami Beach owned venues, dated March 14, 2012 (the "Agreement"), with Coca-Cola North America, a division of the Coca Cola Company, and Coca- Cola Refreshments USA, Inc. d/b/a Florida Coca-Cola Bottling Company ("Coke Florida"), for a term beginning January 1, 2012 and ending on December 31, 2021. On March 1, 2017, the Mayor and City Commission adopted Resolution No. 2017-29774, approving the assignment of Coke Florida's interest in the Agreement to Coca-Cola Beverages Florida, LLC in connection with the sale of Coca-Cola North America assets to Coke Florida. The parties executed an assignment and assumption agreement, dated March 29, 2017, assigning Coca Cola's interest in the Agreement to Coke Florida. Coke Florida's contract is set Page 1253 of 1464 to expire December 31, 2021. With the expiration of the Citys current agreement with Coke Florida as the non-alcoholic beverage partner, on December 31, 2021, the City is requesting the Mayor and Commission to extend the current contract on a month-to-month basis as of January 1, 2022 and not to exceed six (6) months. The City, through our municipal sponsorship consultant, Spectra Partnerships, initiated a selection process for a new non -alcohol pouring rights partner and invited those companies to submit proposals, including an additional round of 'best and final' proposals, and a recommendation of a final offer for the City to consider. Coca-Cola Beverage Florida, LLC (Coke Florida) and PepsiCo (Pepsi) submitted ten-year proposals; Dr. Pepper did not submit a proposal, and Red Bull North America, Inc. (Red Bull) submitted a five-year proposal. All companies enjoy a strong brand presence, with existing partnerships that include professional sports and large events, as well as well-known venues. Based on Spectra Partnerships review of the initial proposals submitted, Coke Florida, Red Bull, and Pepsi were each invited to submit a "best and final" offer. They each presented proposals that provided a combination of an annual sponsorship fee, as well as a structure for additional revenues to the City from sale of products (either vending or dispensed), and potential marketing opportunities. Spectra Partnerships evaluated the short and long-term benefits, both financial and intangible, to the City, and recommended that the City enter negotiations with Coke Florida and Red Bull as the City's official non -alcohol beverage and energy drink partners. Upon further review and consultation with stakeholders and members of the Commission, the administration was provided with feedback regarding the proposals, and felt that further consideration with the Coke Florida proposal would be prudent, to explore additional options presented in the review phase. In order to explore these options, the City withdrew the Coke Florida sponsorship agreement from the December 8, 2021 agenda to look at options including but not limited to, further negotiations with existing entities, negotiations with additional third party brands for each category, and the pros and cons of not having a blanket pouring rights agreement. ANALYSIS Coke Florida currently oversee 25+ vending machines and equipment throughout City facilities including maintenance and inventory management, and the cancellation of the existing contract would result in that collateral and products being removed on December 31, 2021, and the City being responsible for sourcing their own equipment, as well as the labor involved in installation, maintenance, and inventory management. Coke Florida estimates the equipment to be worth $100,000+, for which the City would need to find a funding source, if the current contract were allowed to expire. SUPPORTING SURVEY DATA N/A CONCLUSION Based upon the foregoing, the City Manager recommends that the Mayor and Commission approve the extension of the existing Coke Florida contract, with the exception of the energy Page 1254 of 1464 drink category, on a month-to-month basis, for a period not to exceed six (6) months, to ensure business continuity and to avoid interruption to the current services and revenue streams within City facilities included within the existing agreement as set forth in the City Commission Memorandum accompanying this Resolution. Applicable Area Citywide Is this a "Residents Right to Know" item, pursuant to City Code Section 2-14? No Strategic Connection Non -Applicable Legislative Tracking Marketing and Communications Does this item utilize G.O. Bond Funds? 21T ATTACHMENTS: Description ❑ Coke Florida Month to Month Amendment 2 Reso ❑ Resolution 2021-31541 ❑ Resolution 2017-29774 ❑ Resolution Page 1255 of 1464 RESOLUTION NO. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AMENDMENT NO. 2 TO THE AGREEMENT WITH COCA- COLA NORTH AMERICA AND COCA-COLA BEVERAGES FLORIDA, LLC (COCA-COLA), WHICH IS SET TO EXPIRE ON DECEMBER 31, 2021; SAID AMENDMENT (1) EXTENDING THE AGREEMENT, ON A MONTH TO MONTH BASIS, FOR A PERIOD NOT TO EXCEED SIX (6) MONTHS, AND (2) REMOVING THE ENERGY BEVERAGE CATEGORY FROM THE AGREEMENT, WHICH CATEGORY WILL BE THE SUBJECT OF A SEPARATE AGREEMENT WITH RED BULL NORTH AMERICA, INC; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE AMENDMENT, UPON FORM APPROVAL BY THE CITY ATTORNEY. WHEREAS, the .City of Miami Beach (the "City") entered into a sponsorship agreement, dated March 14, 2012 (the "Agreement"), with Coca-Cola North America, a division of the Coca- Cola Company, and Coca-Cola Refreshments USA, Inc. d/b/a Florida Coca-Cola Bottling Company (the "Bottler") (collectively, "Coca-Cola") for a term beginning January 1, 2012 and ending on December 31, 2021; and WHEREAS, on March 1, 2017, the Mayor and City Commission adopted Resolution No. 2017-29774, approving the assignment of the Bottler's interest in the Agreement to Coca-Cola Beverages Florida, LLC ("Successor Bottler") in connection with the sale of Bottler's assets to the Successor Bottler; and WHEREAS, the parties executed an assignment and assumption agreement, dated March 29, 2017, assigning Bottler's interest in the Agreement to the Successor Bottler; and WHEREAS, on January 13, 2021, the Mayor and City Commission adopted Resolution No. 2021-31541, approving an amendment to the Agreement ("Amendment No. 1"); said Amendment removing the City's requirement to purchase a minimum of 22,500 cases of coca - cola product per year for the 2020 and 2021 contract years and guaranteeing that the City will receive the full sponsorship fee for the 2020 contract year, in the amount of $325,000; and reducing the sponsorship fee that Coca-Cola would have to pay the City for the 2021 contract year from $325,000 to $195,433.33; and WHEREAS, the Agreement is set to expire December 31, 2021; and WHEREAS, in order to explore all opportunities for a non-alcoholic pouring rights partnership, while ensuring business continuity, the City would like to extend the Agreement, on a month to month basis, commencing on January 1, 2022, for a period not to exceed six (6) months (June 30, 2022); and WHEREAS, simultaneously herewith, the City Administration has submitted a companion City Commission agenda item, containing a proposal from Red Bull North America, Inc. for exclusive pouring rights related to the category of energy drinks, which is a category that is covered by the Agreement; and Page 1256 of 1464 WHEREAS, based upon the foregoing, the City Manager recommends amending the Agreement (Amendment No. 2) to: (1) extend the term, on a month to month basis, providing the City with the right to terminate the Agreement at any time, without cause, upon providing Coca- Cola with thirty (30) days prior written notice, based upon the current terms, with the exception of the removal of the energy beverage category. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby authorize the City Manager to negotiate Amendment No. 2 to the Agreement with Coca-Cola North America and Coca-Cola Beverages Florida, LLC (Coca-Cola), which is set to expire on December 31, 2021; said amendment (1) extending the Agreement, on a month to month basis, for a period not to exceed six (6) months, and (2) removing the energy beverage category from the Agreement, which category will be the subject of a separate agreement with Red Bull North America, Inc.; and further authorize the City Manager and City Clerk to execute the Amendment, upon form approval by the City Attorney. PASSED and ADOPTED this 8th day of December 2021. ATTEST: Rafael E. Granado, City Clerk Dan Gelber, Mayor APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION r City Attorney /M�� Dote Page 1257 of 1464 �p ,�{ V RESOLUTION NO. 2021-31541 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ADMINISTRATION TO NEGOTIATE AN AMENDMENT TO THE SPONSORSHIP AGREEMENT WITH THE COCA-COLA COMPANY IN ORDER TO ADDRESS THE FINANCIAL IMPACT OF THE PANDEMIC; SAID AMENDMENT REMOVING THE CITY'S REQUIREMENT TO PURCHASE A MINIMUM OF 22,500 CASES OF COCA- COLA PRODUCT PER YEAR FOR THE 2020 AND 2021 CONTRACT YEARS (FINAL CONTRACT YEARS), GUARANTEEING THAT THE CITY WILL RECEIVE THE FULL SPONSORSHIP FEE FOR THE 2020 CONTRACT YEAR, IN THE AMOUNT OF $325,000, AND REDUCING THE SPONSORSHIP FEE THAT COCA-COLA WOULD HAVE TO PAY THE CITY FOR THE 2021 CONTRACT YEAR FROM $325,000 TO $195,433.33; AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE THE FINAL NEGOTIATED AMENDMENT. WHEREAS, the City of Miami Beach (the "City") entered into a sponsorship agreement, dated March 14, 2012 (the "Agreement'), with Coca-Cola North America, a division of the Coca- Cola Company, and Coca-Cola Refreshments USA, Inc. d/b/a Florida Coca-Cola Bottling Company (the "Bottler") (collectively, "Coca-Cola") for a term beginning January 1, 2012 and ending on December 31, 2021; and WHEREAS, on March 1, 2017, the Mayor and City Commission adopted Resolution No. 2017-29774, approving the assignment of the Bottler's interest in the Agreement to Coca-Cola Beverages Florida, LLC ("Successor Bottler") in connection with the sale of Bottler's assets to the Successor Bottler; and WHEREAS, the parties executed an assignment and assumption agreement, dated March 29, 2017, assigning Bottler's interest in the Agreement to the Successor Bottler; and WHEREAS, per the terms of the Agreement, the City receives $325,000 annually, subject to a minimum annual purchase of 22,500 cases of Coca-Cola product per year; and WHEREAS, due to the COVID-19 pandemic, the City has purchased 13,530 cases of product during the 2020 contract year (approximately 60.13% of the City's annual commitment); and WHEREAS, since the City will not be meeting the minimum annual purchase requirement for 2020, the City would therefore be required to return the $325,000 annual sponsorship check that was received in February, 2020; and WHEREAS, to retain the sponsorship funding received for 2020, the City notified Coca Cola of the intent to place a bulk purchase amount; and WHEREAS, due to the global pandemic, Coca Cola has proposed an amendment to the Agreement, removing the City's requirement to purchase a minimum of 22,500 cases of Coca- Cola product for the 2020 and 2021 contract years; and Page 1258 of 1464 WHEREAS, Coca-Cola's proposal will ensure that the City will receive the entire sponsorship fee for the 2020 contract year, in the amount of $325,000, and, further, guarantees that the City will receive a sponsorship fee, in the amount of $195,433.33 (based upon the percentage (60.13%) of purchases of Coca-Cola products for the 2020 contract year), for the 2021 calendar year regardless of the amount of Coca-Cola product purchased; and WHEREAS, under the proposed terms of the amendment, Coca-Cola would continue to fulfill all marketing requirements and product donations stated in the Agreement; and WHEREAS, the City Manager recommends executing an amendment to the Agreement based upon the essential terms set forth in this Resolution. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby authorize the Administration to negotiate an amendment to the sponsorship agreement with the Coca-Cola Company in order to address the financial impact of the pandemic; said amendment removing the City's requirement to purchase a minimum of 22,500 cases of Coca-Cola product per year for the 2020 and 2021 contract years (final contract years), guaranteeing that the City will receive the full sponsorship fee for the 2020 contract year, in the amount of $325,000, and reducing the sponsorship fee that Coca-Cola would have to pay the City for the 2021 contract year from $325,000 to $195,433.33; and, further, authorize the City Manager to execute the final negotiated amendment. PASSED and ADOPTED this 13th day of January 2021. ATTEST: /7? ",. Rafa 1 E. Granado, hfu lark Dan Gelber, Mayor APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION I - -3v-�„ City Attorne� r "' Date Page 1259 of 1464 MIAMI BEACH Resolutions - C7_ 1 COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Raul J. Aguila, Interim City Manager DATE: January 13, 2021 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ADMINISTRATION TO NEGOTIATE AN- AMENDMENT TO THE SPONSORSHIP AGREEMENT WITH THE COCA-COLA COMPANY IN ORDER TO ADDRESS THE FINANCIAL IMPACT OF THE PANDEMIC; SAID AMENDMENT REMOVING THE CITY'S REQUIREMENT TO PURCHASE A MINIMUM OF 22,500 CASES OF COCA-COLA PRODUCT PER YEAR FOR THE 2020 AND 2021 CONTRACT YEARS (FINAL CONTRACT YEARS), GUARANTEEING THAT THE CITY WILL RECEIVE THE FULL SPONSORSHIP FEE FOR THE 2020 CONTRACT YEAR, IN THE AMOUNT OF $325,000, AND REDUCING THE SPONSORSHIP FEE THAT COCA-COLA WOULD HAVE TO PAY THE CITY FOR THE 2021 CONTRACT YEAR FROM $325,000 TO $195,433.33; AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE THE FINAL NEGOTIATED AMENDMENT. RECOMMENDATION Adopt the resolution. BACKGROUND/HISTORY The City of Miami Beach (the "City') entered into a sponsorship agreement, dated March 14, 2012 (the "Agreement'), with Coca-Cola North America, a division of the Coca-Cola Company, and Coca-Cola Refreshments USA, Inc. d/b/a Florida Coca-Cola Bottling Company (the "Bottler") (collectively, "Coca-Cola") for a, term beginning January 1, 2012, and ending on December 31, 2021. On March 1, 2017, the Mayor and City Commission adopted Resolution No. 2017-29774, approving the assignment of the Bottler's interest in the Agreement to Coca-Cola Beverages Florida, LLC ("Successor Bottler") in connection with the sale of Bottler's assets to the Successor Bottler. The parties executed an assignment and assumption agreement, dated March 29, 2017, assigning Bottler's interest in the Agreement to the Successor Bottler. Per the terms of the Agreement, the City receives $325,000 annually, subject to a minimum annual purchase of 22,500 cases of Coca-Cola product per year. Page 206 of 1954 Page 1260 of 1464 Due to the COVID-19 pandemic, the City has purchased 13,530 cases of product during the 2020 contract year (approximately 60.13% of the City's annual commitment). Since the City will not be meeting the minimum annual purchase requirement for 2020, the City would therefore be required to return the $325,000 annual sponsorship check that was received in February, 2020. To retain the sponsorship funding received for 2020, the City notified Coca Cola of its intent to place a bulk purchase amount. Due to the global pandemic, Coca Cola has proposed an amendment to the Agreement, removing the City's requirement to purchase a minimum of 22,500 cases of Coca-Cola product for the 2020 and 2021 contract years. Coca-Cola's proposal will ensure that the City will receive the entire sponsorship fee for the 2020 contract year, in the amount of $325,000, and further, guarantees that the City will receive a sponsorship fee, in the amount of $195,433.33 (based upon the percentage [60.13%] of purchases of Coca-Cola products for the 2020 contract year), for the 2021 calendar year, regardless of the amount of Coca-Cola product purchased. Under the proposed terms of the amendment, Coca-Cola would continue to fulfill all marketing requirements and product donations stated in the Agreement. SUPPORTING SURVEY DATA NA Amount(s)/Account(s): 011-8000-369964 CONCLUSION The City Manager recommends executing the amendment to the Agreement, based upon the essential terms set forth in this Resolution. Applicable Area Not Applicable Is this a "Residents Right to Know" Item. pursuant to Citv Code Section 2-14? ins Legislative Tracking Marketing and Communications ATTACHMENTS: Description o Proposed Amendment Outline o Resolution Does this item utilize G.O. Bond Funds? IM Page 207 of 1954 Page 1261 of 1464 COMB: Payment Proposal Highlights: • Final sponsorship payment for the contract term. • Method: Applied 60.13% of volume purchased to the sponsorship payment • Release the COMB from the volume commitment for 2021 • Remain committed to providing $200K in marketing value in 2021 BEYFQAGES fIOQIDA Page 1262 of 1464 ®moo© #CokeFlodda gr 22,500 Contractual Volume Commitment 2020 Volume 13,530 Pending Delivery 12/9 338 Volume Commitment Difference 8,632 Sponsorship Payout $ 325,000.00 Percentage WC Completed 60.13% Reduced WC $ 195,433.33 Highlights: • Final sponsorship payment for the contract term. • Method: Applied 60.13% of volume purchased to the sponsorship payment • Release the COMB from the volume commitment for 2021 • Remain committed to providing $200K in marketing value in 2021 BEYFQAGES fIOQIDA Page 1262 of 1464 ®moo© #CokeFlodda 2017-29774 RESOLUTION NO. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ASSIGNMENT OF INTEREST OF COCA-COLA REFRESHMENTS USA, INC. (BOTTLER) TO COCA-COLA BEVERAGES FLORIDA, LLC (ASSIGNEE), IN CONNECTION WITH THAT CERTAIN AGREEMENT BETWEEN THE CITY, BOTTLER AND COCA-COLA NORTH AMERICA, A DIVISION OF THE COCA-COLA COMPANY, DATED MARCH 14, 2012; SAID ASSIGNMENT BEING SUBJECT TO ASSIGNEE ASSUMING ALL OF BOTTLER'S OBLIGATIONS UNDER THE AGREEMENT AND GBOTTLER FORM ASSIGNEE OF AN ASSINMENT DOCUMENT N ACCEPTABLE TO THE CITY ATTORNEY; AND FURTHER AUTHORIZING THE CITY MANAGER D EXECUTE ANY NECESSARY DOCUMENTS TO EFFECTUATETHE ASSIGNMENT OF THE AGREEMENT. WHEREAS, the Cite -Cola Company, entered -CoRefreshments Aintoc. (Bottler) and an agreement dated March h 14, North America, a division of Th Coca 2012; and WHEREAS, the parntership allows the City the opportunity to leverage its strong brand presence by collaborating with Coca-Cola in a manner that generates good publicity and marketing for the City, while at the same time generating revenue or providing savings to the City; and WHEREAS, Bottler has entered into an asset purchase agreement, which includes the transfer of the exclusive distribution rights for Coca-Cola products in the State of Florida to Coca-Cola Beverages Florida, LLC (Assignee) in a transaction to be completed on or around February 24, 2017; and WHEREAS, as a result of this transaction, Assignee will own all of Bottler's operations, including all equipment and facilities, and will continue to operate the bottling services as Bottler had been doing previously; and WHEREAS, once the transaction is complete, all of Bottler's right, title and interest in and to the Contract will be assigned and transferred to Assignee as part of a transition to new ownership, and Assignee will assume the obligations and liabilities of Bottler under the Contract; and WHEREAS, at the February 8, 2017 City Commission meeting, the Mayor and City Commission considered whether or not to consent to the Assignment and the City Commission directed the Administration to refer the item to the Finance and Citywide Projects Commission Committee (the Committee); and . WHEREAS, at the February 8, 2017 City Commission meeting, the representative for the Assignee agreed to provide the City until March 2, 2017, in which to make a decision as to whether or not consent to the Assignment; Page 1263 of 1464 WHEREAS, at the February 17, 2017 Committee meeting, the Finance and Citywide Projects Commission Committee recommended that the Administration not consent to the Assignment, and to have the matter considered by the full City Commission. WHEREAS, at the March 1, 2017 City Commission meeting, the Administration recommended approving the assignment of Bottler's interest in the Contract to Assignee, subject to the parties executing any required assignment documents in the form acceptable to the City Attorney. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve the assignment of interest of Coca-Cola Refreshments USA, Inc. (Bottler) to Coca-Cola Beverages Florida, LLC (Assignee), in connection with that certain agreement between the City, Bottler and Coca-Cola North America, a division of The Coca-Cola Company, dated March 14, 2012; said assignment being subject to assignee assuming all of Bottler's obligations under the agreement and the execution by Bottler and Assignee of an assignment document innece necessary acceptable documents to effectuate the assignment further of the agreement. City Manager to execute any rY PASSED and ADOPTED this / day of Mork - , 2017. ATTEST: CITY C ERK Page 1264 of 1464 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION a mac_._ 3 - (5- Q City Attomey I'L)%? Date MIAMI -BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: March 1, 2017 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND CITYWIDE PROJECTS COMMISSION COMMITTEE, AND DECLINING THE CONSENT TO THE ASSIGNMENT OF INTEREST OF COCA- COLA REFRESHMENTS USA, INC. (BOTTLER) TO COCA-COLA BEVERAGES FLORIDA, LLC (ASSIGNEE), IN CONNECTION WITH THAT CERTAIN AGREEMENT BETWEEN THE CITY, BOTTLER AND COCA-COLA NORTH AMERICA, A DIVISION OF THE COCA-COLA COMPANY, DATED MARCH 14, 2012. RECOMMENDATION Adopt the resolution. ANALYSIS In March, 2012, the City entered into an agreement (Contract) with Coca-Cola Refreshments USA, Inc. (Bottler) and Coca-Cola North America, a division of The Coca-Cola Company. This partnership allows the City the opportunity to leverage its strong brand presence by collaborating with Coca-Cola in a manner that generates good publicity and marketing for the City, while at the same time generating revenue or providing savings to the City. Pursuant to the attached letter, dated January 4, 2017, the Administration was notified that Coca- Cola Refreshments USA, Inc. had entered into an agreement to transfer the exclusive distribution rights in the State of Florida for Coca-Cola products to Coca-Cola Beverages Florida, LLC (Assignee) in a transaction to be completed on or around February 24, 2017. As a result of this asset/purchase, Assignee will own all of Bottler's operations, including all equipment and facilities, and will continue to operate the bottling services as Bottler had been doing previously. Upon completion of the transaction, all of Bottler's, right, title and interest in and to the Contract will be assigned and transferred to Assignee as part of a transition to new ownership, and Assignee will assume the obligations and liabilities of Bottler under the Contract. Per Commission direction following the February 8th meeting, the Communications team presented the item for review at the February 17th Finance & Citywide Projects Committee. Committee motioned to decline, in writing, the approval of the assignment. Page 65 oof 14645 CONCLUSION f. and citywide The Administration recommends upholding the recommendation of the finance projects commission committee, and authorizing the city manager to decline, in writing, the approval of the assignment. l.ggslative Tracking Marketing and Communications ATTACHMENTS: Description D Coca-Cola Letter D Resolution Page �66 ofe14645 USA January 4, 2017 City of Miami Beach 1700 Convention Center Drive Miami Beach. FL 33138 RE: Agreement (the "Contract"), dated January 1. 2012, by and between Coca-Cola Refreshments USA.1 tic. ("CCR") and City of Miami Beach Dear Valued Customer: As you know from our prior communications. CCR has entered into an agreement to transfer the exclusive distribution rights in your area for products generally supplied from OC'R's Big Pine Key, Brevard. Daytona. Gainesville. Hollywood, Jacksonville. Orlando. South Dade, and West Palm Beach Florida sales centers (the "'Territory") to Coca-Cola Beverages Florida. LLC ("CCBF") in a transaction we expect to complete on or around February 24, 2017 (the "Transaction"). When the Transaction is complete, all of CCR's right. title and interest in and to the Contract will be assigned and transferred to CCBF as part of a smooth transition to new ownership, and C'CBF will assume the obligations and liabilities of CCR under the Contract (collectively, the "Ansi ng meat"). You should expect very little, if any. change in your service and relationship with your local Coca-Cola bottler as a result of the Transaction. It is our goal to make this transition as seamless as possible. To this end and to make sure our files are complete, we ask for your (formal consent to the Assignment. By consenting to the Assignment, you agree and acknowledge that the Contract remains in full force and effect after the completion of the "Transaction and that there is no default or breach by any party under the Contract as a result of the Assignment or the Transaction. We would greatly appreciate that you indicate your consent by countersigning in the space below. Once signed, please email a PDF copy of this letter to, Alex Da Silva (aidasilvancoca-cola.com). This Assignment will become effective when the Transaction is complete. Should the Transaction not close for any reason, this consent to assignment will be null and void. We very much appreciate your prompt attention to this request. If we do not receive a written response from you by February 24, 2017, you will be deemed to have consented to the Assianntent. Please feel free to contact me via email listed above if you have any questions. Thank you in advance for your time. CONSENTED TO AND AGREED: City of Miami Beach By: Name: Title: Date: Sincerely. Alex Da Silva SOF Transition Lead -Sales PR-P-11.0,7811Ra�