CM-14-03-344r-ROUNDCK TEXAS
!t PROSPERITY
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing a Member Designation Agreement with Pepsi-Cola to
allow the City to purchase Pepsi-Cola products and be eligible for benefits
pursuant to the Group Purchasing Agreement between Novation, Inc. and
Pepsi-Cola.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 3/7/2014
Dept Director: Chad McDowell, General Services Director
Cost: $0.00
Indexes:
Attachments: Agreement, LAF
Department: General Services Department
Text of Legislative File CM -14-03-344
Rebate agreement that provides money back to the City for Pepsi products that the Sports
Center purchases through the existing Provista/Novation/US Foods contract.
Staff Recommends Approval
City of Round Rock Page 1 Printed on 3/6/2014
LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION
Required for Submission of ALL City Council and City Manager Items
Department Name: General Services
Project Mgr/Resource: Chad McDowell
[] Council Action:
ORDINANCE
Agenda Wording
Project Name: Member Designation Agreement
ContractorNendor: Pepsi-Cola
n RESOLUTION
xx City Manager Approval
CMA Wording
Consider executing a Member Designation Agreement with Pepsi-Cola to allow the City to purchase Pepsi-Cola products and be
eligible for benefits pursuant to the Group Purchasing Agreement between Novation, Inc. and Pepsi-Cola.
Attorney Approval
Attorney At.
Notes/Comments
Date ,21 o l llt-t
City signs first.
O:\wdox\SCCInts\011811401\MUNICIPAL\00291813.XLS Updated 6/3/08
MEMBER DESIGNATION AGREEMENT
SELLER: PepsiCo Sales, Inc. And Pepsi-Cola Advertising
ands/� `Marketing, Inc. (collectively "Pepsi-Cola")
PARTICIPATING MEMBER
("Participating Member")
PRODUCTS:
Pepsi-Cola and the Pepsi/Lipton Tea Partnership
and The North American Coffee Partnership's
corporate branded postmix syrup products
("Postmix Products") for use in preparing
fountain beverage products sold under the
trademarks of PepsiCo, Inc. and the
Pepsi/Lipton Tea Partnership ("Fountain
Products") and carbonated and non -carbonated
bottle and can beverage products, ("Packaged
Products") produced, distributed and/or sold by
Bottling Group LLC, a Delaware limited liability
company, and its affiliates and/or respective
subsidiaries collectively comprising Pepsi
Beverages Company ("PBC") and those bottlers
licensed by PepsiCo, Inc. who have agreed to
participate in the programs set forth herein
("Bottlers").
In order for an authorized Novation member ("Member") to be eligible to purchase the Postmix
Products and Packaged Products and to receive the benefits pursuant to the Group Purchasing
Agreement entered into between Novation, Inc. ("Novation") and Pepsi-Cola (the "Agreement") -
each Member must execute and deliver to Pepsi-Cola this Member Designation Agreement
("Designation Form"). Upon execution and delivery of the Designation Form, Member shall be
entitled to participate under and receive the benefits as set forth herein with respect to its existing
and future facilities ("Facilities"). A Member executing the Designation Form shall be referred to
herein as a "Participating Member".
1. Term.
The term of this Designation Form will commence on I osch_ - 2614 and shall
remain in effect until the termination or expiration of the Group Purchasing Agreement or, per
mutual agreement of the Parties, any successor beverage agreement between Novation and
Pepsi-Cola ("Term"); provided, however that Pepsi-Cola and the Participating Member may agree
to continue to operate under the terms and conditions of this Designation Form for a mutually
agreed to period of time. For purposes of this Agreement, a "Year" shall mean each 12 -month
period during the Term commencing on the date set forth above. When fully executed, the
Designation Form will constitute a binding obligation of both Pepsi-Cola and Participating Member
until such time as this Designation Form expires or terminates.
2. Products Funding.
DSD Packaged ProductslPostmix Products Funding: Products that qualify for the DSD
Packaged Products and Postmix Products funding (the "Funding") set forth below include: 1) DSD
100484_1
CM-�4`03- 3H4
Packaged Products that are distributed in pre-packaged form (e.g., bottles and cans) and
exclusively delivered by PBC and/or the Bottlers through direct store delivery and sold under the
trademarks of PepsiCo, Inc. ("DSD Packaged Products"); and 2) Postmix Products that are
delivered by PBC and/or the Bottlers or an authorized Food Service Distributor and sold under
the trademarks of PepsiCo, Inc.
Applicable Products
Funding Rate
DSD Packaged Products
$0.50 per Case
Postmix Products
$1.20 per Gallon
The Funding will be payable by Pepsi-Cola to the Participating Member within sixty (60) days of
each quarterly period of each Year throughout the Term.
3. Payment Terms.
Pepsi-Cola shall offer up Net 30 payment terms in territories that are controlled by its PBC
controlled markets, the other markets controlled by independent Bottlers will operate under their
respective payment terms.
4. Fountain Equipment and Service
Upon Participating Member's execution of this Designation Form or at such time as the useful life
of Participating Member's existing fountain beverage dispensing equipment in each of the
Facilities expires, Pepsi-Cola will provide each of the Facilities with mutually agreeable fountain
dispensing equipment to be used exclusively for dispensing the Fountain Products (the "Fountain
Equipment"). All Fountain Equipment placed at the Facilities in accordance with the terms of this
Designation Form shall remain at the Facilities throughout the Term (or an earlier termination by
either Party).
At all times, legal title to the Fountain Equipment shall belong to Pepsi-Cola. Participating
Member will cooperate with Pepsi-Cola in maintaining the Fountain Equipment in good working
order throughout the Term (or an earlier termination by either Party), and Pepsi-Cola will provide
maintenance in accordance with the Service Program set forth herein.
In addition, Pepsi-Cola will provide service to the Fountain Equipment through individual bottlers
under licenses by PepsiCo, Inc. or such other service providers as it may designate, at no cost to
Participating Member.
5. Expiration/Termination.
Upon expiration or termination of this Agreement, Participating Member will surrender the
Equipment to Pepsi-Cola.
The specification of the foregoing remedies is not intended to restrict the right of either party to
pursue other remedies or damages if the other party has breached the terms of this Agreement.
6. Bottler Equipment.
The undersigned Participating Member hereby designates whether or not it requests Bottler to
place Packaged Products cooling equipment (the "Bottler Equipment") upon the Participating
Member's facilities. Such Bottler Equipment may only be used for distribution of the Packaged
Products. By checking "yes" below, Participating Member will be able to participate in the Bottler
Equipment/Bottler Equipment Support program set forth hereunder and thereby agrees to accept
the terms and conditions with respect to its participation in the program.
100484_1
o Yes, 1 would like to participate in the Bottler Equipment/Bottler Equipment Support program, and
thereby agree to be bound by its terms and conditions as set forth hereunder
o No, I do not wish to participate in the Bottler Equipment/Bottler Equipment Support program
Packaged Products will be distributed and made available by the Participating Member through
Bottler Equipment provided by participating local Bottlers at their respective sole cost and
expense, and where permitted by applicable local law, rule or regulation, to be placed at its
Member Facilities for the exclusive display and distribution of the Packaged Products; provided,
however, that where local law, rule or regulation prohibits uncompensated placement of Bottler
Equipment by soft drink vendors, the Bottler will charge the minimum legal rental fee. Bottler
Equipment will bear only those official colors and decals authorized and approved by Pepsi-Cola,
and as mutually agreed to by Pepsi-Cola and the Participating Member. Under a separate
agreement between Bottler and Participating Member, the Bottler will install Bottler
Equipment, including setup of such additional storage bins as may be provided and
required by the Participating Member from time to time, at its Member Facility(s). Bottler
Equipment will, at all times, remain the sole property of the participating local Bottlers,
who will remain responsible for repairing, cleaning and maintaining the Bottler
Equipment in good working order and condition. With regard to installation of Bottler
Equipment at the Member Facility(s), Participating Member will be responsible for all
electrical hook-ups and charges related thereto.
The participating local Bottler will also be responsible to provide service and support, as required,
for maintaining the Bottler Equipment as negotiated between Participating Member and local
servicing bottler. Except as otherwise mutually agreed to between Participating Member and the
participating local Bottler, the latter will retain the exclusive right to repair, replace, move or
remove any and all Bottler Equipment situated upon the Participating Member facilities. The
Participating Member will not, and will not permit any other party to, repair, replace, relocate,
move, or remove any Bottler Equipment. Notwithstanding the foregoing, the Participating
Member shall be expected to use reasonable efforts to keep the Bottler Equipment in clean and
sanitary condition, wholly free of all advertising (other than Pepsi-Cola approved advertising).
The Participating Member agrees to promptly notify the participating local Bottler of any need for
repair or service, and to cooperate fully with participating local Bottler in effecting such necessary
repairs or service.
Except to the extent attributable to the intentional and/or negligent acts or omissions of the
Participating Member, its employees, or its agents, participating local Bottler will be responsible
for and will bear the risk of loss or damage to unit(s) of Bottler Equipment placed and installed at
Locations and arising as a result of theft and/or vandalism at such Locations.
If this Member Designation Form is terminated before its expiration date, or Participating Member
fails to purchase and serve the Packaged Products at its facilities throughout the Term, then the
Participating Member will surrender to Bottler all Bottler Equipment installed in the Locations,
whether leased, loaned or otherwise made available by such Bottler
100484_1
The undersigned Member hereby acknowledges and confirms the above designations.
Print Name of Member:
Signature:
Print Name of Person
Signing:
Title of Person Signing:
Date Signed:
Address of Member:
Phone Number of
Member Facility:
°LL;
\ L. kXain Skx-ee.'t-
-nc —rg(DL24-
CS1�.� -5Lf \
Upon completion, please submit this form to Pepsi-Cola at:
Andrea Richards
PepsiCo Foodservice
5833 South 85th West Avenue
Tulsa, OK 74107
Fax: 539-664-5510
Phone: 539-664-5506
100484_1