2017-29774 Reso 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,
MARCH 14, 2012; SAID ASSIGNMENT BEING SUBJECT TO
ASSIGNEE ASSUMING ALL OF BOTTLER'S OBLIGATIONS UNDER
THE AGREEMENT AND THE ASSIGNMENTECUTION BY DOCUMENT INO BOTTLER
AND
ASSIGNEE OF AN THE FORM
ACCEPTABLE TO THE CITY ATTORNEY; AND FURTHER
AUTHORIZING THE CITY MANAGER TO
EXECUTE ANY
NECESSARY DOCUMENTS TO EFFECTUATETHE ASSIGNMENT
OF THE AGREEMENT.
d
WHEREAS, the City, Coca-CoCoca-Cola Company,ents enteredAintocanagreemttler) ent dated March h 14,
North
America, a division of The
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; and
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 inthe form
acceptable
documents to effectuatttorney; and e the assignment er auorize the of the agreement.necessary Manager to execute any do
PASSED and ADOPTED this / day of ('1/a , 2017.
ATTEST: /'�
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City Attorney ma? Date
Resolutions - R7 G
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 Bother'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 676 of 1025
CONCLUSION
The Administration recommends upholding the recommendation of the finance and citywide
projects commission committee, and authorizing the city manager to decline, in writing, the
approval of the assignment.
Legislative Tracking
Marketing and Communications
ATTACHMENTS:
Description
o Coca-Cola Letter
Resolution
Page 677 of 1025
January 4,2017
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33138
RE: Agreement(the-Contract1 dated January 1.2012,by and between Coca-Cola Refreshments I'S.A. lie.
(-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 CCR's Big Pine Key, Brevard. Daytona,
Gainesville, Hollywood, Jacksonville, Orlando. South Dade. and \Vest Palm Beach Florida sales centers (the
"Territory-) to Coca-Cola Beverages Florida. 1,1,(' (-CCM') in a transaction we expect to complete on or around
February 24,2017(the-Transaction-). When the Transaction is complete, all of(( Rs right.title and interest in and
to the Contract will be assigned and transferred to CCI3F as part of a smooth transition to new ownership. and CCBT
will assume the obligations and liabilities of CCR under the Contract(collectively,the-Assignment").
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. 'Co 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"Iransaction
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(aidasilvarikoca-cola.com).
This Assignment will become etTectise 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 he deemed to have
consented to the Assignment.
Please feel free to contact me via email listed above if you have any questions. Thank you in advance for
your time.
Sincerely.
Alex Da Silva
SOF Transition Lead-Sales
CONSENTED TO AND AGREED:
City of Miami Beach
By:
Name:
Title:
Date:
Page 678 of 1025