20170208 AM1MIAMI BEACH
Gity Commission Meeting
ADDENDUM MATERTAL 1 (2t3t20171
Gity Hall, Commission Ghambers, 3'd Floor, 1700 Convention Center Drive
February 8,2017
Mayor Philip Levine
Com m issioner John Elizabeth Alem5n
Commissioner Ricky Arriola
Commissioner Michael Grieco
Commissioner Joy Malakoff
Commissioner Kristen Rosen Gonzalez
Commissioner Micky Steinberg
City Manager Jimmy L. Morales
City Attorney Raul J. Aguila
City Clerk Rafael E. Granado
Vrsff us at www.miamibeachfl.gov for agendas and video "streaming" of City Commission Meetings.
ATTENTION ALL LOBBYISTS
Ghapter 2, Article Vll, Division 3 of the City Gode of Miami Beach entitled "Lobbyists" requires the
registration of all lobbyists with the City Clerk prior to engaging in any lobbying activity with the City
Commission, any City Board or Committee, or any personnel as defined in the subject Code
sections. Copies of the City Code sections on lobbyists laws are available in the City Clerk's office.
Questions regarding the provisions of the Ordinance should be directed to the Office of the City
Attorney.
ADDENDUM AGENDA
C7 - Resolution
C7 V 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, tNc. (BoTTLER) TO COCA-COLA BEVERAGES FLOR|DA, LLC (ASS|GNEE), tN
CONNECTION WITH THAT CERTAIN AGREEMENT BETWEEN THE CITY, BOTTLERAND 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 IN THE FORM ACCEPTABLE TO THE CITYATTORNEY; AND
FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE ANY NECESSARY DOCUMENTS
TO EFFECTUATE THE ASSIGNMENT OF THE AGREEMENT.
Marketing and Communications
Addendum added on February 3,2017
1
Addendum 1, February 8,2017
R9 - New Business and Commission Requests
R9 Q DISCUSSION REGARDING RETAINING OUTSIDE LEGAL COUNSEL TO LEAD/ ASSIST THE
DEFENSE OF BAKE HOUSE SB, LLC D/BA BAKE HOUSE VS. CITY OF MIAMI BEACH, 2017-
000067-cc-24.
Commissioner Michael Grieco
Addendum added on February 3,2017
2
Resolutions - C7 V
COM]UIISS ION ME IIIIil)RAN DU M
Honorable Mayor and Members of the City Commission
Jimmy L. Morales, City Manager
February 8,2017
MIAMI BEACH
TO:
FROM:
DATE:
SUBJECT: A RESOLUTION OF THE IUAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE ASSIGNMENT OF INTEREST OF
cocA-colA REFRESHMENTS USA, lNC. (BOTTLER) TO COCA-COLA
BEVERAGES FLOR|DA, LLC (ASSIGNEE), tN 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 IN THE FORM ACCEPTABLE TO THE CITY ATTORNEY AND
FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE ANY
NECESSARY DOCUMENTS TO EFFECTUATE THE ASSIGNMENT OF THE
AGREEMENT.
RECOMMENDATION
Adopt the resolution.
ANALYSIS
ln March, 2012, the City entered into an agreement (Contract) with Coca-Cola Refreshments
USA, lnc. (Bottler) and Coca-Cola North America, a diMsion of The Coca-Cola Company. This
pamtership allows the City the opportunity to leverage its strong brand presence by
collaborating with Coca-Cola in a manner that genereates good publicity and marketing for the
City, wtrile at the same time generating revenue or providing savings to the City.
Pursuant to the attached letter, dated January 4,2017, the Administration uas notified that Coca-
Cola Refreshments USA, lnc. 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 asseUpurchase, 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 transfened to Assignee as part of a transition to new
ownership, and Assignee will assume the obligations and liabilities of Boftler under the
Contract.
Page 508 of 895
3
CONCLUSION
The Administration recommends approval and authorization to allow the City to approve the
assignment of interest of Coca-Cola Refreshments USA, lNC. in the Contract to Coca-Cola
Beverages Florida, LLC., subject to said parties executing all required assignment documents
which are approved by the CityAttomey.
Legislative Tracking
Marketing and Communications
ATTACHMENTS:
Description
o Coca-Cola Letter
n Resolution
Page 509 of 895
4
@ffi ffi*rr*shr::*n?s
January 4,20I7
Clity of Miami Beach
1700 Convention Center Drive
Miami Beach. FL 31138
RE: Agreem*nt {the'Contracf'), dated January' l. 2012, by and between Coca-Cola Refreshments USA. lnc.
(*gg8") and City of Miami Beach
Dear Valued Custorner:
As you know from our prior communications. CCR has entered into an agreement to tron$fer the exclusive
distribution rights in your area for products generally supplied l|om CCR's Big Pine Key, Brevard, Doytora"
Cainesville, Holl.vwood. lacksonville, Orlando. South Dade. and West Palrn Beach Flcrida sales centers {the
"Te;1ilgly") to Coca-Cola Beverages Flodda" LLC ('CCB["') in a trans*ction we expecl to complele on or arcrund
February 34, 2017 {the ""I'ransactipn"). When the Transaction is complete" all of CCIt's right. title and interest in and
to the Contract will be assigned and transferred ro C'C:BF as pan ola *mooth transition to new ownership. and CCBF
will assunre the obligations and liabilities of CCR under the Contract {collectively, the -Assi{:nment").
You should exppct ver,v little, if any, change in your service and relationship with 3'cur locai Coca-Cala
bottler as a result of the Transaction. lt is our gcal to make this transition as seamless as possible. To this end and to
make sure our files are complete, we ask for your formal consent to the Assignment. B.v consenting io the Assignment,
you agres and acknowledgs that the Contract remains in full force and eiTeet afterthe completion of the Transaction
and that there is no default or breach by any party under the (lontract as a result ofthe Assignment or the Transaction.
w-e would greatly appreciate that you indica* your con$ent by countersigning in the spacr below, Once
signed. please email a PDF copy of this lener to- Alex lla Silva {aidasilvat0coca-cola.corn).
This Assignment will becorne eft'ective when the Transaction is somplee. Should the Transaction not close
for any rea$on, this ronsent to assignmenl will be null and void. We very murh appreciate )our prontpr atte ntion to
this request" If we do not receive a written respons€ I'rom you by Fehruary:4, ?$17, you rvill be deemed to have
consentsd to the Assignment.
Please lbel free to contact me via email listeti above if you have any questions. Thank you in a*lvance tbr
your lime.
Sincerely,
Alex Da Silva
SOF Transirion Lead-Sales
CONSENTED TO AND AGREID:
City- of Miami Beach
Name:
Title:
Date:
By:
Page 510 of 895
5
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), tN CONNEGTTON W|TH THAT CERTATN AGREEMENT
BETWEEN THE CITY, BOTTLER AND COCA.COLA NORTH
AMERIGA, 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 IN THE FORM
ACCEPTABLE TO THE CITY ATTORNEY; AND FURTHER
AUTHORIZING THE CITY MANAGER TO EXECUTE ANY
NECESSARY DOCUMENTS TO EFFECTUATE THE ASSIGNMENT
OF THE AGREEMENT.
VVHEREAS, the City, Coca-Cola Refreshments USA, lnc. (Bottler) and Coca-Cola North
America, a division of The Coca-Cola Cornpany, entered into an agreement dated March 14,
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, the Administration recommends 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,
Page 511 of895
6
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE GITY OF MIAMI BEAGH, FLORIDA, that the Mayor and City
Commission hereby approve the assignment of interest of Coca-Cola Refreshments USA,
lnc. (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 in the form acceptable to the City
Attorney; and further authorize the City Manager to execute any necessary documents
to effectuate the assignment of the agreement.
PASSED and ADOPTED this day of
ATTEST:
CITY CLERK
"(0;UT'oN-t-rJ
2017.
MAYOR
APPROVED ASTO.FORM & LANGUAGE
CityAtlorney
-
Dote
Page 512 of 895
7
THIS PAGE INTENTIONALLY LEFT BLANK
8
New Business and Commission Requests - R9 Q
MIAMI BEACH
COMMISS ION MEIT'IORAN DU M
TO: Honorable Mayor and Members of the City Commission
FROM: Commissioner Michael Grieco
DATE: February 8,2017
SUBJECT: DISCUSSION REGARDING RETAINING OUTSIDE LEGAL COUNSEL TO
LEAD/ASSIST THE DEFENSE OF BAKE HOUSE SA LLC D/BA BAKE HOUSE
vs. clw oF MIAMI BEAoH, 201 7-0000 67 -cc-24.
ANALYSIS
It is the desire of this Commissioner to aggressively defend this lawsuit, as it represents a threat
to the zoning power of the City. As we have done in the past, I wish to utilize outside counsel to
lead andlor assist in the case. This is not a comment on the ability of the City Attomey or his
staff, but I consider this matter significant enough to make the additional investment.
Leoislative Trackinq
Commissioner Michael Grieco
AfiACHMENTS:
Description
n Enrailfrom Commissioner Grieco
Page 868 of 895
9
Granado, Rafael
From:
Sent:
To:
Cc:
Subject:
Grieco, Michael
Wednesday, February 0L,2017 7:44 PM
Granado, Rafael
Aguila, Raul
Please add discussion for 2/8 Regular Agenda
Discussion regarding retaining outside legal counsel to leadlassist the defense of Bake House SB, LLC
D/BA Bake House vs. City of Miami Beach, 2017-00A067-CC-24.
Please atlach this email in the item.
It is the desire of this Commissioner to aggressivetry defend this lawsuit, as it represents a threat to the zoning
power of the city. As we have done in the past, I wish to utilize outside counsel to lead andlor assist in the case.
This is not a comrnent on the ability of the city attorney or his staff, but I consider this matter significant enough
to make the additional investment.
Thank you.
?kltilazl Erttrn
M:AMIBTACH
MichaelC. Grieco
Commissioner
OFFICE OF MAYOR AND COMMISSION
1700 Convention Center Drive, Miami Beach, FL 33139
Tel: 305-673-72A4 I Fax: 30ffi73-7096 I www.miamibeachfl.oov
We aE commifted ta paviding excei/ient puhlic se?ice and safety lo 6/, wf,o lve, wok and play in aw vibtant, tropical, hisladc
cammunity.
slGlluPFoR ouR NEwsrErrER HERE
Page 869 of 895
10