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HomeMy WebLinkAboutContract 36650-CA1 (2)RECENE', SEP 2.:'. 2u ; CITY OF FORT WOR I Crrr SCCRt:rW CITY SECRETARY �� I CONTRACT NO ' r CONSENT TO ASSIGNMENT OF BEVERAGE SERVICES AGREEMENT (CITY SECRETARY CONTRACT 11N0.36650, AS AMENDED) This CONSENT TO ASSIGNMENT OF A BEVERAGE SERVICES AGREEMENT (FORT WORTH CITY SECRETARY CONTRACT NUMBER 36650), as amended, ("Consent") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home -rule municipality organized under the laws of the State of Texas; COCA -COLA REFRESHMENTS USA, INC. (F/K/A COCA -COLA ENTERPRISES, INC., D/B/A COCA -COLA BOTTLING COMPANY OF NORTH TEXAS) ("Assignor"), a Delaware corporation; and COCA -COLA SOUTHWEST BEVERAGES LLC ("Assignee"), a Delaware limited liability company. The following introductory provisions are true and correct and form the basis of this Consent: A. On or about January 29, 2008 the City and Assignor entered into that certain Beverage Services Agreement on file in the City Secretary's Office as City Secretary Contract No. 36650, as subsequently amended by City Secretary Contract No. 36650-A1 (collectively, the "Agreement") for exclusive rights to offer beverages for sale at certain City -owned facilities and market and associate beverages with the City to promote their consumption and sale generally and at certain City facilities. B. In 2016, Assignor announced plans to refranchise bottling operations in territories served by the Southwest Operating Unit of Assignor to Assignee. Assignee will take over the exclusive distribution rights for products generally supplied from Assignor under the Agreement. In order to continue providing services to the City pursuant of the Agreement, Assignee is requesting that the City consent to the Assignment of the Agreement. The Agreement stipulates that the Agreement may be assigned to a third party only with the consent of the City Council and execution by such third party of a written agreement with the City in which the third parry agrees to comply with all duties and obligations of Assignor under the Agreement. The City is willing to consent to an assignment of the Agreement by Assignor to Assignee solely in accordance with this Consent. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City, Assignor and Assignee agree as follows: 1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and interest granted to Assignor by the Agreement, effective as of April 1, 2017 ("Effective Consent Date"). 2. The City consents to such assignment expressly upon the promise and covenant by Assignee, and Assignee hereby promises and covenants to the City, that as of the Effective Consent Date Assignee will comply with all duties and obligations of Assignor set forth in the Agreement. 3. Assignee understands and agrees that no act or omission of Assignor, whether on, before or after the Effective Consent Date, will serve to mitigate (i) any event of default set forth in the Agreement or (ii) any failure of any or all of Assignor's obligations under the Agreement, including, but not limited to, providing Beverages at the Facilities, marketing, merchandising, equipment loans, and maintenance services, as set forth in Sections 3, 4, 7 of the Agreement. 4. The parties understand and acknowledge that Assignee has been providing the City with services under the Agreement since the Effective Consent Date; however, the City has been unable to provide the Page 1 of 5 Consent to Assignment of Beverage Services Agreement (CSC No. 36650, as Amended) OFFICIAL RECORD CITY by Coca-Cola Refreshments USA, Inc., to Coca-Cola Southwest Beverages LLC CITY SECRETARY FT .W0RTH, TX Assignee with payment of such services due to the delay in executing this Consent. Assignee and Assignor agree that payment by the City for any such services rendered to the City between the Effective Consent Date and the date of execution below by the City shall not be construed as a default or breach of the Agreement, provided that the City makes such payment to the Assignee within thirty (30) calendar days after executing this Consent and receiving a written invoice from the Assignee for services rendered. 5. The City does not adopt, ratify or approve any terms of any agreement or understanding that may exist between Assignor and Assignee with respect to assignment of the Agreement except to the extent specifically set forth in this Consent. Nothing in this Consent shall be deemed to grant Assignee any rights under the Agreement that are additional to or greater than those of Company thereunder. 6. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Agreement. EXECUTED in multiples as of the last date indicated below, but to be effective as of the Effective Consent Date: CITY OF FORT WORTH: A' Date: APPROVED AS TO FORM AND LEGALITY: By: Tyler�h Assistant City M&C: G-19102 (September 19, 2017) Form 1295:2017-239548 ! n ary J. Kayser City Secretji` OpFICI{:L RECORD CITY SECRETARY' rr, WORTH, TX Page 2 of 5 Consent to Assignment of Beverage Services Agreement (CSC No. 36650, as Amended) by Coca-Cola Refreshments USA, Inc., to Coca-Cola Southwest Beverages LLC STATE OF TEXAS § COUNTY OF TARi2ANT N BEFORE ME, the undersigned authority, on this day personally appeared Susan Alanis, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the CITY OF FORT WORTH, that she was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that she executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _day of k))A , 2017. Notaiy Public in and for the State of Texas �`""""'� LINDA M. HIRRLINGER APra Pub WW1 .'' �= Notary Public, State of Texas Comm. Expires 02-02-2018 P �+'` Notary ID 12414474-6 Page 3 of 5 Consent to Assignment of Beverage Services Agreement (CSC No. 36650, as Amended) by Coca-Cola Refreshments USA, Inc., to Coca-Cola Southwest Beverages LLC COCA -COLA REFRESHMENTS USA, INC. (F/K/A COCA -COLA ENTERPRISES, INC., D/B/A COCA -COLA BOTTLING COMPANY) "FORTH TEXAS) By: Name: e Title: \ Q O. S STATE OFF § COUNTY OFE v \ § On the �� day of �(^JS � �(��e r 2017, personally appeared C>� r C ev Z f� who acknowledged to me that (s)he is the Lem, `(g� (of COCA -COLA REFRESHMENTS USA, INC. (F/K/A COCA -COLA ENTERPRISES, INC., D/B/A COCA -COLA BOTTLING COMPANY OF NORTH TEXAS), a Delaware corporation, and that (s)he executed this document for the purposes and consideration contained herein. SUBSCRIBED TO before me on this 1 ��day of S e�'c- � rev -ter" , 2017. Not�Yublic in and for the State of My commission Expires: Sew Lyrmette Chard NOTARY PUBLIC Bartow County, GEORGIA My Comm. Expires OWI1/2019 Page 4 of 5 Consent to Assignment of Beverage Services Agreement (CSC No. 36650, as Amended) Uy Coca-Cola Refreshments USA, Inc., to Coca-Cola Southwest Beverages LLC LLC. By: � Name: /4�an c Title: Pr ' STATE OF 'SAS § COUNTY OF -ZL[.Fl S § On the ' day of S'e4 mG�1 2017. personally appeared Pan i S , who acknowledged to me that (s)he is the aP J711IN gof COCA -COLA SOUTHWEST BEVERAGES LLC, a Delaware limited liability company, and that (s)he executed this document for the purposes and consideration contained herein. SUBSCRIBED TO before me on this j tOf l- day of 5����v�-l�-/L , 2017. Notary Public in and for the Stat of'� S My commission Expires: Page 5 of 5 Consent to Assignment of Beverage Services Agreement (CSC No. 36650, as Amended) by Coca-Cola Refreshments USA, Inc., to Coca-Cola Southwest Beverages LLC City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/19/2017 DATE: Tuesday, September 19, 2017 LOG NAME: 25COCA COLA ASSIGNMENT REFERENCE NO.: **G-19102 SUBJECT: Authorize the Execution of Consent to Assignment of Beverage Services Agreement (City Secretary Contract No. 36650, as Amended) by Coca-Cola Refreshments USA, Inc., (f/k/a Coca-Cola Enterprises, Inc., d/b/a Coca-Cola Bottling Company of North Texas) to Coca-Cola Southwest Beverages, LLC, (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a Consent to Assignment of Beverage Services Agreement (City Secretary Contract No. 36650, as amended) by Coca-Cola Refreshments USA, Inc. (f/k/a Coca Cola Enterprises, Inc. d/b/a Coca-Cola Bottling Company of North Texas) to Coca-Cola Southwest Beverages, LLC; and 2. Find that Coca-Cola Southwest Beverages, LLC is financially capable of meeting the terms and conditions of City Secretary Contract Number 36650, as amended. DISCUSSION: On January 29, 2008, (M&C C-22654) the City Council authorized the execution of a Beverage Services Agreement with Coca-Cola Enterprises, Inc., d/b/a Coca-Cola Bottling Company (City Secretary Contract No. 36650, as amended) for exclusive rights to offer beverages for sale at certain city -owned facilities and market and associate beverages with the City to promote their consumption and sale generally and at certain City facilities (Agreement). In 2010, the Coca-Cola Company acquired the North American territory of Coca-Cola Enterprises, Inc., and those operations were renamed Coca-Cola Refreshments USA, Inc., (CCR). In 2016, the Coca-Cola Company announced plans to refranchise bottling operations in territories served by the Southwest Operating Unit of CCR to Coca-Cola Southwest Beverages, LLC, (CCSB). CCSB will take over the exclusive distribution rights for products generally supplied from CCR under the Agreement. In order to continue providing services to the City pursuant to the Agreement, CCSB is requesting an assignment of the Agreement from CCR to CCSB. The Agreement allows for such an assignment provided that the City Council consents and makes a finding that the CCSB is financially capable of completing the Agreement. City staff has determined that CCSB is financially capable of meeting the terms and conditions of the Agreement and, therefore, recommends that the City Council consent to the proposed assignment. FISCAL INFORMATION /CERTIFICATION: The Director of Finance certifies that this action will have no material effect on City funds. Logname: 25COCA COLA ASSIGNMENT Page 1 of 2 FUND IDENTIFIERS (FIDs�: TO Fund Department ccoun Project Program ctivity Budget Reference # moun ID ID Year Chartfield 2 FROM Fund Department ccoun Project Program ctivity Budget Reference # moun ID ID Year Chartfield 2 CERTIFICATIONS: Submitted for City Manager's Office bk Originating Department Head: Susan Alanis (8180) Kirk Slaughter (2501) Arlrli+inn�l Infnrm�*inn ('_nn4�rt• Stacey Church (2502) ATTACHMENTS 1. Coca Cola -Form 1295.pdf (Public) 2. SAM Search -Coca Cola Southwest Beverages LLC.pdf (CFW Internal) Logname: 25COCA COLA ASSIGNMENT Page 2 of 2 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos, 1, 21 31 5, and 6 if there are no Interested parties, CERTIFICATION OF FILING Certificate Number: A Name of business entity filing form, and the city, state and country of the business entity's place of business. 2017-239548 Coca-Cola Southwest Beverages LLC Dallas, TX United States Date Filed: 07/21/2017 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Ciry of Fort Worth Date c)C owle ged. 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Coke Assignment Provider of non-alcoholic beverages and services Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary End Coca-Cola Southwest Beverages LLC, Dallas, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVITUItEN / 1 swear, or affirm, under penalty of perjury, that the above disclosure Is true and correct. ©F ��., • APR Y 1011* `�� h��P War Ago oftwo yonto affle ;A 1 ^� t/ ��F Signature of authorized agent co cting business entity % ••, OF t oin ;• ` '���i �t!•('IRES.• NNN' Q AFFIX NOTA , AfNJP /2 i ,tl ' this the day of, Sworn to and subscribed before me, by the said 20.J.q to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state,tx.us version vl.0.883 STATE OF TEXAS § COUNTY OF TARRANT § CITY SECRETARY CONTRACT NO. 36650 WHEREAS, the City of Fort Worth ("City") and Coca-Cola Enterprises Inc. d/b/a Coca- Cola Bottling Company of North Texas ("Vendor') made and entered into City of Fort Worth City Secretary Contract No. 36650, which was authorized by the City Council by M&C C-22654 on the /. day of January, 2008; and WHEREAS, the Contract involves for the following project: On January 29, 2008, (M&C C-22654) the City Council authorized the City Manager to execute an agreement with Public Enterprise Group (PEG) to assist in developing corporate partnership revenue programs; and WHEREAS, it has become necessary to amend the Contract to include an increased scope of work. NOW, THEREFORE, City and Vendor, acting herein by and through their duly authorized representatives, enter into the following agreement which amends the contract: 1. The Contract is amended to include the purchase of 12 ounce bottles of Dasani drinking water, 12 ounce, and 20 ounce bottles of PowerAde by the case for the City of Fort Worth Water Department during natural disasters, relief efforts, and water emergencies to minimize customer inconvenience as services specified in M&C P40874, approved by the City Council on the 111" day of November, 2008, a copy of which is attached hereto and incorporated herein. Emergency Pricing is as follows: Not PKG CAT DESC Product For Profit 12Z/355ML 06 CARBONATED DRINKS $6.00 12Z/355ML NR DASANI $5.25 500ML DASANI $5.25 12Z/355M 6NR POWERADE $&75 20Z WIDE POWERADE $12.25 OFFICIAL RECORD CITY SECRETARY T. WORTH, TX Page I of 2 City of Fort Worth, Texas Mayor and Council C unication COUNCIL• Approved 0: A�w MR SUBJECT: Authorize a Ten -Year Beverage Contract with Coca-Cola Bottling Company and a Five -Year Snack Vending Contract with All Seasons Services, Inc. RECOMMhNDATION: It is recommended that the City Council authorize the City Manager to execute both a ten-year beverage agreement with Coca-Cola Bottling Company and a five-year snack vending agreement with All Seasons Services, Inc. DISCUSSION: On May 18, 2004, (M&C C-20085) the City Council authorized the City Manager to execute an agreement Min Public Enterprise Group (PEG) to assist in developing corporate partnership revenue programs. In exchange for assisting the City in identifying and negotiating any partnership contract, PEG would receive a 12 percent commission on all revenue it raises for the City through such contracts. Since that time, PEG has changed its name to Active Marketing Partnerships (AMP). A staff working group was formed in 2005 to work with AMP to gather information, identify and evaluate potential partnership opportues and perform additional tasks relevant to developing the program. The most beneficial potential partnership was identified to be in the beverage/vending area. Currently, a number of departments have their own relationships/contracts with beverage and vending vendors. Revenue is deposited into various accounts, which makes it difficult to track and maintain. These two multi -year contracts will allow identified groups who have a long-standing relationship to continue, while identifying and capturing the remaining beverage and vending opportunities. The relationship will allow for improved revenue tracking for the City, increased revenue from both up -front payments and increased commission rates, improved service by having one company versus multiple vendors, increased in -kind donations as well as special promotions/can advertisement opportunities, etc. In January 2006, the City of Fort Worth decided to reissue a new Request for Proposals (RFP) excluding specific locations originally included in the previous RFP. The City also amended the RFP to include city golf courses. The contract will include identified beverage and vending machines in City buildings, i.e. City Hall, City Cafeteria, City Hall Annex, libraries, off4te city facilities, and recreation centers. The estimated revenue is based on a guaranteed marketing fee as well as.commission on beverage vending sales. AMP will receive 12 percent of revenue received as part of this agreement and will be compensated only for commissions on actual revenues received and deposited by the City. During the course of this evaluation, the City. of Fort Worth Golf Division conducted preference surveys with golfers, who responded that they preferred Coca-Cola 2 to 1 over Pepsi -Cola. Based on feedback from customers, the comparison of overall value, as well as the comparison of the net present value of each proposal, the recommendation of staff and AMP, is to award a ten-year contract to Coca-Cola Bottling Company and a five-year contract to All Seasons Services, Inc. http://www.cfwnet.org/council�acket/Reports/mc print.asp 3/4/2008 Page 2 of 2 The estimated net revenue of the Coca-Cola agreement is $1,343,602, which does not include AMP's commission of $161,232. The City also could potentially receive $280,000 in marketing in -kind and volume incentives. The agreement with All Seasons Services, lnc., calls for no guaranteed up front dollars. During the five-year agreement, the City of Fort Worth will receive 24.1 percent of the annual snack revenue received from all applicable vending machines. A total of $373,000 wilt be provided to key stakeholders (Public Events, Parks, Golf, Sports Advisory Council, Cafeteria, etc.) for maintenance/operational costs and to match current contractual agreements. The City Manager's Office will continue to work with the Budget Office in monitoring the payment schedule of this agreement, as well as, track revenue based on consumption on an annual basis. FISCAL INFORMATION/CERTIF[CATlON: The Finance Director certifies that the Budget Department is responsible for the collection and deposit of revenue due to the City. TO FundlAccougtlCenters FROM FundlAccount/Centers Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: Joe Paniagua (6191) kirk Slaughter (2501) Paz, 6 Anthony J. Snipes 3/4/2008 http://www. efwnet. org/couzaci packet/Reports/xxzc�xint, asp