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Home My WebLink About1998-200p .d RESOLUTION 98 - 200 Approving Agreement with Coca-Cola Enterprises, Inc. dba Midwest Coca-Cola Bottling Company for Providing Beverage Services at the St. Croix Valley Sports Facility BE IT RESOLVED, by the City Council of the City of Stillwater, Minnesota, that the agreement between the City of Stillwater and the Coca-Cola Enterprises, Inc. dba Midwest Coca-Cola Bottling Company for providing beverage services at the St. Croix Valley Sports Facility is hereby approved, and the appropriate staff is authorized to sign said agreement. Adopted by Council this 4~` day of August, 1998. a imble, ayor Attest: Mor Weldon, City Clerk ,. 3.t a ~Ot;/D3i98 11:25 FAX 612 881 1050 TCMD SALES X002 PARTNERSH P A REEMENT AGREEMENT between Coca-Cola Enterprises, inc. d/b/a Midwest Coca-Cola Bottling Company, a Delaware corporation {hereinafter referred to as "Bottler") and City of Stillwater (hereinafter referred to as "City"). WHEREAS, City owns anti operates the facilities at 1675 Market Drive, Stillwater, Minnesota 55082 ("Facility"} and has the authority to offer certain beverage availability rights in such Facility over a seven (7) year term; and WHEREAS, Bottler desires that its beverages be made available for sale in such Facility; and WHEREAS, in order to accomplish the aforesaid objectives, City is in need of support. NOW, THEREFORE, in consideration of the acts and promises contained herein, the parties hereby agree as follows: A. Defined Terms. 1. "Beverages" shall mean all carbonated and non-carbonated nonalcoholic beverages including but not limited to carbonated soft drinks; mixers; flavored and unflavored packaged waters; fruit juices; fruit juice-containing or flavored drinks; fruit punches and odes; isotonic energy and fluid replacement drinks (sometimes referred to as "sports drinks"}; tea drinks; and all drink or beverage bases, whether in the form of syrups, powders, crystals, concentrates or otherwise, from which such drinks and beverages are made- 2. "Products" shalt mean Beverages of the Bottler. 3. "Competitive Products" shall mean alt Beverages which are not purchased from the Bottler. B. Res~onsibij~l;(es Q~ottler. Bottler hereby promises that it shall: 1. Pay the support of $98,404 dollars in cash upon signing of agreement- . C. Responsibilities of Ciiv . City hereby promises that it shall: 1. Cause the Products {Coca-Cola®, Coca-Cola classic, diet Cokec®, Sprite®, {or diet Sprite®), Fruitopia®, Minute Maids juices and soft drinks, and POWERaDE®} purchased from Bottler at wholesale prices to be exdusively available at the Facility, including all concessions, coolers and Vending machine locations. No competitive Products shall be made available in the Facility. D. Term and Termination. 1. The term of this Agreement sha[I commence on the date the last party executes this Agreement and shall be for a period of seven(7) years from 7/1198. 1 f •0.8/'03/98 11:26 FAX 612 881 1050 TCMD SALES C~J003 2. (f City faits to perform any of the promises set forth in this Agreement, then as an option but not as its sole remedy, Bottler may terminate this Agreement, and City shat! pay to Bottler a pro rate portion of the amount Bottler has invested in the support of the City.- Pro rate portion to be 7 X 12= 84 months or $1,071.42 per month starting 7/1/98. 3. If Bottler fails to perform any of the promises set forth in this Agreement, then as an option but not as its sole remedy, City may terminate this Agreement, and City shall pay to Bottler a pro rate portion of the amount Bottler has invested in the support of the City. d. Notwithstanding the other provisions of this Agreement, if any federal, state or local law, rule, regulation or order prohibits, restricts, or in any manner interteres with the use of the support by City or with the sate or advertising of Beverages at any time during the term of this Agreement then as an option but not as its sole remedy, Bottler may terminate this Agreement and City shall pay to Bottler a pro rate portion of the amount Bottler has invested iin the support. 5. City represents and warrants that it has full right and authority to enter into this Agreement and to grant and convey to Bottler the rights set forth herein. Upon expiration or revocation of such authority, then as an option but not its sole remedy, Bottler may terminate this Agreement, and City shall pay to Bottler a pro rate share of the amount Bottler has invested in the support. F. Miscellaneous. This Agreement constitutes the entire understanding of the parties and no terms may be altered or waived except by the mutual written consent of both parties. This Agreement may not be assigned or otherwise conveyed by City without Eottlers written consent. G. Right of First Refusal Adverb ing_ Promotional and Product Exclusivity Upan termination if this Agreement, Advertiser shall have the right of first refusal of any similar agreement regarding advertising, promotional and product exclusiv""ity rights. As used herein, the right of first refusal shall mean that Account shall negotiate 8xclusively with Advertiser for a period of ninety {90) days before and after the termination of this Agreement. After such exclusive negotiation period, Account shall be free to negotiate with any person, however, if Account receives a "bona fide offer" (as hereinafter defined) regarding such rights from a third party, then Account shall be obligated to ~mmunicate such offer to Advertiser, and Advertiser shall have thirty {30) business days from the date of such communication to offer #o contract with Account vn terms no less favorable to Account than those contained in the bona fide offer of the third party. In no event shall Account enter into a contract with a third party upon farms and conditions more favorable to such third party than those offered to Advertiser. As used herein, the term "bona fide offer" shall mean a proposed agreement concerning rights and obligations similar to those herein, which agreement if executed by Account and the third party, would be legally binding. 2 .~ +08P03/98 11:27 FAX 612 881 1050 TCMD SALES A ~ r H. Confidentiality Account agrees that the amount of Sponsorship Fees (and Additianal Consideration) provided to Account by Advertiser under this Agreement will kept confidential by Account- Except as Permitted by law. BOTTLER: City of Stillwater: COCA-COLA ENTERPRISES, INC. D/B/A MIDWEST COCA-COLA BOTTLING COMPANY By: 13y: Printed Name: Printed Name: Title: Title: Date: bate: ~ 004 3