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Amendment No.2 to Agreement with Coca-Cola North America, A division of the Coca-Cola Company, and Coca-Cola Beverages Florida, LLC DocuSign Envelope ID:D46E5B0E-F239-4DA1-A746-68F591388728 2,0 , ' 1 O 3 AMENDMENT NO. 2 TO AGREEMENT AMONG THE CITY OF MIAMI BEACH, FLORIDA, COCA-COLA NORTH AMERICA, A DIVISION OF THE COCA-COLA COMPANY, AND COCA-COLA BEVERAGES FLORIDA, LLC This Amendment No. 2 (Amendment) to the Agreement, dated March 14, 2012, by and among the City of Miami Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida, having its principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139, Coca-Cola North America, a division of The Coca-Cola Company, a Delaware corporation, having a physical address of One Coca-Cola Plaza NW, Atlanta, Georgia 30313("Company"), and Coca-Cola Beverages Florida, LLC, a Delaware limited liability company, having its principal place of business at 10117 Princess Palm Avenue, Suite 100, Tampa, Florida 33610 (the"Bottler"), is entered into this 1st day of April 2022 with an effective date of January 1, 2022 (Effective Date): RECITALS WHEREAS, pursuant to Resolution No. 2011-27704, 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 initial bottler, fora 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 initial bottler's interest in the Agreement to Coca- Cola Beverages Florida, LLC, the successor Bottler, in connection with the sale of the initial bottler's assets to the successor Bottler; and WHEREAS, the parties executed an assignment and assumption agreement,dated March 29, 2017, assigning the initial bottler's interest in the Agreement to the successor Bottler. Company and the Bottler shall be collectively referred to herein as "Sponsor"; 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 Agreement Year for the 2020 and 2021 Agreement Years and guaranteeing that the City will receive the full sponsorship fee for the 2020 Agreement Year, in the amount of $325,000; and reducing the Sponsorship Fee that Sponsor would have to pay the City for the 2021 Agreement Year from $325,000 to $195,433.33. The Agreement and Amendment No. 1 shall be collectively referred to herein as the "Agreement'; and WHEREAS, the Agreement expired on December 31, 2021; and WHEREAS, in order for the City to explore all opportunities for a non-alcoholic pouring rights partnership, while ensuring continuity of services and maintenance of the existing equipment, the City and Sponsor have agreed to extend the Agreement, on a month to month basis, and to remove the energy beverage category from the scope of the Agreement; and Page 1 of 5 DocuSign Envelope ID:D46E5B0E-F239-4DA1-A746-68F591388728 WHEREAS, on December 8, 2021, the Mayor and City Commission adopted Resolution No. 2021-31966, authorizing the City Manager to execute Amendment No. 2 to the Agreement, extending the Agreement, on a month to month basis, commencing on January 1, 2022, for a period not to exceed six (6) months (the "Extended Term"), and to remove the energy beverage category from the scope of the Agreement; and WHEREAS, on January 20, 2022, the Mayor and City Commission adopted Resolution No. 2022-31983, amending Resolution No. 2021-31966, clarifying that the material terms of Amendment No. 2 during the Extended Term would remove certain ongoing marketing and financial obligations, which, in material part, include the removal of Sponsor's obligation to pay the City a Sponsorship Fee and the removal of the City's requirement to purchase 22,500 cases of bottles/cans per Agreement Year. NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the City and Sponsor hereby agree to amend the Agreement as follows: 1. ABOVE RECITALS. The above recitals are true and correct and are incorporated as part of this Amendment. 2. MODIFICATIONS. The Agreement is hereby amended (deleted items stru6k—th-reug-14 and inserted items underlined) as follows: (a) The Term of the Agreement is hereby extended, on a month to month basis, for a period not to exceed six months, commencing on January 1, 2022 and expiring on June 30, 2022 (the "Extended Term"). During the Extended Term, the City shall have the right to terminate the Agreement for convenience, at any time, without cause or liability, upon providing Sponsor with thirty(30) days prior written notice. (b) During the Extended Term, Sponsor shall continue to provide the existing services and maintain the existing equipment, and no new Facilities or Product vending machines will be added under the Agreement. Additionally. the following terms of the Agreement shall be modified: (1) The energy drink category of the Coca-Cola non-alcoholic drinks (the "Excluded Category") is hereby removed from the Scope of the Agreement. (2) Sponsor shall not be required to pay the Sponsorship Fee, pursuant to Section 5 ("Sponsorship Fee") of Attachment A ("Term Sheet") to the Agreement and the City shall not be required to purchase 22,500 cases of bottles/cans per Agreement Year; (3) Bottler shall not be required to provide the City with $17,500 in cash for the purchase of equipment and other products, nor will Bottler be required to provide the City with any standard Page 2 of 5 DocuSign Envelope ID:D46E5B0E-F239-4DA1-A746-68F591388728 physical cases of complimentary Product pursuant to Section 7 "Community Support/Complimentary Product")of Attachment A to the Agreement; (4) Bottler shall not be required to provide the City with in-kind marketing support fund, pursuant to Section 11 ("Marketing Program")of Attachment A to the Agreement; and (5) the City shall not be required to provide the support required pursuant to Section 14("City Support")of Attachment A to the Agreement. 3. RATIFICATION. Except as amended herein, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. The City and Sponsor agree,that as of the Effective Date, there is no default or breach of the terms and conditions of the Agreement. In the event there is a conflict between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall govern. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Page 3 of 5 DocuSign Envelope ID:D46E580E-F239-4DA1-A746-68F591388728 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: (—DocuSignod by: By: Kafaae,l araunade Rafael E. Granado, City Clerk Aline T. Hudak, City Manager 4/26/2022 I 1:18 PM EDT Date FOR COCA-COLA PARTIES: COCA-COLA NORTH AMERICA, A DIVISION OF THE COCA-COLA COMPANY ,-DocuSigned by: fr of POilnJ ATTEST: -ACOBBO6D66c0492... T2e1 t5M/4414-411.a df/ Brook Pointer By: Print Name Print Name VP South Zone Marketing Vice President, Finance Print Title Print Title April 22, 2022 Date APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION eabki-ktt"- - 0±1/?2, Page 4 of 5 Dote City Ailorney gr DocuSign Envelope ID:D46E5B0E-F239-4DA1-A746-68F591388728 ATTEST: COCA-COLA BEVERAGES FLORIDA, LLC • /; ?.40.44,71 By: Deborah Pond rint Nam Print Name Julie Josephitis signed 4-18-22 SVP, General Counsel Print Title Print Title Apr 1,2022 Date Page 5 of 5 DocuSign Envelope ID:D46E5B0E-F239-4DA1-A746-68F591388728 City of Miami Beach_Amendment 2 to Agmt (Coke Florida month to month) Final Audit Report 2022-04-01 Created: 2022-04-01 By: Julie Josephitis(JJosephitis@cocacolaflorida.com) Status: Signed Transaction ID: CBJCHBCAABAA9EmZZ71F0kv54nc4eMXnaLMnDPoUngd5 "City of Miami Beach_Amendment 2 to Agmt (Coke Florida mont h to month)" History 'n Document created by Julie Josephitis(JJosephitis@cocacolaflorida.com) 2022-04-01-5:05:49 PM GMT E Document emailed to Deborah Pond (dpond@cocacolaflorida.com)for signature 2022-04-01-5:06:29 PM GMT in Email viewed by Deborah Pond (dpond@cocacolaflorida.com) 2022-04-01-7:11:38 PM GMT 60 Document e-signed by Deborah Pond (dpond@cocacolaflorida.com) Signature Date:2022-04-01 -7:12:13 PM GMT-Time Source:server 0 Agreement completed. 2022-04-01-7:12:13 PM GMT Adobe Sign DocuSign Envelope ID:D46E5B0E-F239-4DA1-A746-68F591388728 City of Miami Beach_Amendment 2 to Agmt (Coke Florida month to month) Final Audit Report 2022-04-01 Created: 2022-04-01 By: Julie Josephitis(JJosephitis©cocacolaflorida.com) Status: Signed Transaction ID: CBJCHBCAABAA9EmZZ71F0kv54nc4eMXnaLMnDPoUngd5 "City of Miami Beach_Amendment 2 to Agmt (Coke Florida mont h to month)" History t Document created by Julie Josephitis(JJosephitis@cocacolaflorida.com) 2022-04-01-5:05:49 PM GMT Cy Document emailed to Deborah Pond (dpond@cocacolaflorida.com)for signature 2022-04-01-5:06:29 PM GMT t Email viewed by Deborah Pond (dpond@cocacolaflorida.com) 2022-04-01-7:11:38 PM GMT d© Document e-signed by Deborah Pond (dpond@cocacolaflorida.com) Signature Date:2022-04-01 -7:12:13 PM GMT-Time Source:server o Agreement completed. 2022-04-01-7:12:13 PM GMT op Adobe Sign