Exclusive Soft Drink Provider Agreement for Leisure Facilities_Lime Rock SpringsCopyrighted
April 6, 2020
City of Dubuque Consent Items # 4.
ITEM TITLE: Exclusive Soft Drink Provider Agreement for Leisure
Services Facilities
SUMMARY: City Manager recommending approval of a three-year
Exclusive Soft Drink Provider Agreement with Lime Rock
Springs for the Bunker Hill Golf Course, McAleece
concession, Flora and Sutton pool concession, Veteran's
Memorial Park and the Port of Dubuque Marina.
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve
ATTACHMENTS:
Description Type
Exclusive Soft Drive Provider Agreement-MVM Memo City Manager Memo
Staff memo Staff Memo
Signed Agreement by Lime Rock Springs Inc. Supporting Documentation
Masterpiece on the Mississippi
Dubuque
All-A.aia City
111111
2007.2012.2013
2017*2019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Exclusive Soft Drink Provider Agreement for Leisure Services Facilities
DATE: March 30, 2020
The City received two responses to an RFP for Exclusive Soft Drink rights.
Leisure Services Manager Marie Ware recommends City Council approval of a three-
year Exclusive Soft Drink Provider Agreement with Lime Rock Springs for the Bunker
Hill Golf Course, McAleece concession, Flora and Sutton pool concession, Veteran's
Memorial Park and the Port of Dubuque Marina. The agreement was unanimously
approved by the Park and Recreation Commission at their March 11, 2020 meeting.
The agreement with Pepsi provides the City of Dubuque with the highest potential for
revenue generation, a solid annual funding program and the shortest turn around on
product orders/delivery.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Marie L. Ware, Leisure Services Manager
Masterpiece on the Mississippi
Dubuque
hfrid
AII•Ameriea City
illir
2007*2012*2013
2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Marie L. Ware, Leisure Services Manager
SUBJECT: Exclusive Soft Drink Provider Agreement for Leisure Services Facilities
DATE: March 30, 2020
INTRODUCTION
The purpose of this memorandum is to recommend approval of an Exclusive Soft Drink
Provider Agreement to Lime Rock Springs Agreement for the Bunker Hill Golf Course,
McAleece concession, Flora and Sutton pool concession, Veterans Memorial Park and
the Port of Dubuque Marina.
BACKGROUND
In 2017 Leisure Services entered a 3-year exclusive soft drink provider agreement
with Coca-Cola for Bunker Hill Golf Course, Flora and Sutton pools, Port of Dubuque
Marina and McAleece concessions. They have had three other 5-year agreements prior
to 2017. Recently staff prepared an RFP for Exclusive Soft Drink rights for the
aforementioned sites as well as added Veterans Memorial Park/Miracle League of
Dubuque.
DISCUSSION
Staff received 2 proposals from local venders. One from Atlantic Bottling (Coca-Cola)
and the other from Lime Rock Springs (Pepsi). Both companies are well established
within the Dubuque community. The attached proposal from Pepsi provides the City of
Dubuque with the highest potential for revenue generation, a solid annual funding
program and shortest turn around on product orders/delivery. Pepsi's proposal will
provide the City with a payment of $5,000 per year to go back into operating revenue.
In addition, Pepsi pledges to spend at least $2,000 per year on Department services like
golf and pool rentals. Coke's proposal was for $6,600 per year, yet in return they
requested up to 24 daily rounds of golf that they would disperse to their clients.
The agreement was presented to the Park and Recreation Commission for
recommendation at their March 11, 2020 meeting and received unanimous approval.
The City Attorney's office has reviewed and approves of the contract agreement.
ACTION REQUESTED
I respectfully request and recommend City Council approval of a three (3) year
Exclusive Soft Drink Provider Agreement to Lime Rock Springs Agreement for the
Bunker Hill Golf Course, McAleece concession, Flora and Sutton pool concession,
Veterans Memorial Park and the Port of Dubuque Marina.
Prepared by: Dan Kroger, Recreation Division Manager
cc: Janna Beau, Recreation Supervisor
Mike Sullivan, PGA Professional
Brian Feldott, Recreation Supervisor
Jenny Larson, Budget and Finance Director
2
On -Premise
LIME ROCK
EST. SPRINGS co. IBIS
DUBUQUE V- our IOWA
BEVERAGE SALES AGREEMENT
This beverage sales agreement (this "Agreement") is made effective this 7th day of April,
2020 (the "Effective Date"), by and between the City of Dubuque, Iowa (the "Customer"),
and Lime Rock Springs Co., 10537 Highway 52 N, Dubuque, Iowa 52001.
RECITALS
1. Lime Rock Springs Co. is engaged in the business of advertising, marketing and selling
Beverage Products, as hereafter defined, and providing and servicing Equipment to
facilitate the sales and dispensing of such products.
2. Customer desires to engage Lime Rock Springs Co. as its exclusive supplier of Beverage
Products and related services to Customer's Leisure Services Outlets.
3. Lime Rock Springs Co. is willing to provide Customer with Beverage Products and
services according to the terms of this Agreement.
NOW, THEREFORE, for good and valuable consideration, and in consideration of the
mutual covenants and agreements set forth herein, Lime Rock Springs Co. and Customer
hereby agree as follows:
1. Term
1.1. The term of this Agreement shall commence on April 1st, 2020 (the "Effective
Date") and expire on March 31 st, 2023 (the "Term"). For purposes of this
Agreement, the term "Year" shall mean a twelve (12) month period during the
Term beginning on the Effective Date or anniversary thereof.
2. Scope
2.1. This Agreement covers all beverage products offered for sale by Customer,
including all packaged beverages (the "Packaged Products") and all postmix
products (the "Postmix Products") for use in preparing fountain beverage
products (the "Fountain Products") by Customer from Lime Rock Springs Co., all
to be sold in Customer's current outlet(s) identified in Exhibit A and outlet(s) that
may be opened or acquired by Customer under its Banner regardless of ownership
and legal name during the Term (the "Outlet(s)")(Banner is defined as any outlet
operating under the "Customer" name). For purposes of this Agreement, the term
"Beverage Products" shall mean all non-alcoholic beverages offered for sale by
Customer, including the packaged products and the postmix products provided by
Lime Rock Springs Co. at any time during the Term. Beverage products shall
include, but is not limited to carbonated soft drinks, teas, lemonade, juices, juice
blends, isotonics and all exercise replenishment beverages, energy drinks, mineral
On -Premise
water, flavored water, enhanced water, drinking water, sparkling water, and iced
coffee, but excludes 100% milk.
2.2. For purposes of this Agreement, the term "Gallons" shall mean gallons of postmix
products purchased by Customer from Lime Rock Springs Co. during the Term.
3. Exclusivity
3.1. Customer agrees that Lime Rock Springs Co. shall be the exclusive supplier of
the beverage products to Customer at the Outlets during the Term. Accordingly,
the beverage products, packaged products and postmix products sold, dispensed
or otherwise made available, or in any way advertised, displayed, or promoted at or
in connection with the Outlets by any method or through any medium whatsoever
(including, without limitation, print, television, radio, internet, coupons, in-store
displays and signage) will be exclusively provided by Lime Rock Springs Co..
4. Products and Services Provided by Lime Rock Springs Co.
4.1. Beverage Products. Lime Rock Springs Co. shall provide all Beverage Products
offered for sale, dispensed by machine or person or otherwise made available or
distributed by or on behalf of the Customer at the Outlets.
4.2. Equipment. Lime Rock Springs Co. shall, at Lime Rock Springs Co.'s expense,
install fountain equipment to be used exclusively to dispense the Fountain
Products, and vending machines and other dispensing equipment to be used
exclusively in the sale of Packaged Products (collectively, the "Equipment") in
Customer Outlet(s). The type and quantity of the Equipment shall be determined
from time to time by Lime Rock Springs Co. and the Customer. All Equipment
furnished by Lime Rock Springs Co. to Customer shall remain the property of Lime
Rock Springs Co.
4.3. Equipment Services. Lime Rock Springs Co. shall maintain the Equipment in good
working order. Lime Rock Springs Co. shall provide service as required for
maintaining the Equipment as follows: (a) during regular business hours on
Monday through Friday; and (b) on an "on -call" basis for non -regular business
hours on Monday through Friday as well as Saturday and Sunday. Lime Rock
Springs Co. will retain the exclusive right to repair, replace, move or remove the
Equipment at its sole discretion.
4.4. Funding and Marketing Support. In consideration of Customer's performance of its
obligations under this Agreement, Lime Rock Springs Co. shall make the following
funding and marketing support to Customer:
4.4.1. Incentive Fee Paid to Customer. Lime Rock Springs Co. shall pay Customer
over the course of the Agreement the sum of $21,000 as an incentive to enter
into this Agreement (the "Incentive Fee"). The Incentive Fee shall be paid as
follows:
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On -Premise
• [$5,000] — upon execution of this Agreement and annually, within ninety
(90) days of the annual anniversary of the Effective Date.
- Plus, $2,000 Annually will be spent by Lime Rock Springs
Co. at Leisure Services properties on (rounds of golf, family
pool parties, etc.). In the event Lime Rock Springs Co. does
not spend the required $2,000 in any year, it shall pay
Customer the difference between $2,000 and the actual
amount spent within thirty (30) days prior to the annual
anniversary of the Effective Date.
5. Commitments of the Customer
5.1. Purchase of Beverage Products. Customer agrees to Purchase all Beverage
Products offered for sale, dispensed by machine or person or otherwise distributed
by or on behalf of Customer at the Outlet(s) exclusively from Lime Rock Springs
Co.
5.2. Other Beverage Product Sales Prohibited. Customer agrees to prohibit the sale,
dispensing and distribution of Beverage Products other than those Beverage
Products supplied by Lime Rock Springs Co. at the Outlet(s).
5.3. Placement of Equipment and Electrical Supply. Customer shall insure that the
Equipment is placed at locations within the Outlet(s) as shall be mutually agreeable
to Customer and Lime Rock Springs Co. Further, Customer shall insure that the
appropriate supply of electricity or other utilities necessary to operate and maintain
the Equipment is provided.
5.4. Equipment Maintenance. Customer agrees to cooperate with Lime Rock Springs
Co. in maintaining the Equipment in good working order throughout the Term.
Customer shall use reasonable efforts to keep the Equipment in clean and sanitary
condition. In addition, Customer agrees to promptly notify Lime Rock Springs Co.
of any need for repair or service, and to cooperate fully with Lime Rock Springs
Co. in effecting necessary repairs or service to the Equipment.
5.5. Brands. The Fountain Products and Packaged Products shall be served at the
Outlet(s). Throughout the Term of the Agreement, Lime Rock Springs Co. reserves
the right to substitute brands as a result of product innovation or consumer
demands.
5.6. Brand Identification. Customer will permit brand identification by Lime Rock
Springs Co. on all Equipment provided.
-3-
On -Premise
5.7. No Re -Sale. Customer will use the Postmix Products only to prepare the Fountain
Products: (i) in accordance with procedures and standards established by Lime
Rock Springs Co.; and (ii) only for immediate or imminent consumption and shall
not resell the Postmix Products either to non-affiliated outlets or to consumers in
any form other than the Fountain Products.
5.8. List of Outlets. Exhibit A lists all the Outlets of Customer. For the remaining of the
Term, Customer shall continue to be responsible for promptly notifying Lime Rock
Springs Co. in writing of each Outlet that is opened, acquired, closed or sold, and
the relevant information pertaining thereto.
5.9. Payment for Beverage Products. Customer shall pay Lime Rock Springs Co. for
Beverage Products supplied under this Agreement in accordance with pricing as
determined by Lime Rock Springs Co. from time to time, currently within thirty (30)
days of the delivery of the Beverage Products.
6. Representations of the Customer
6.1. Customer represents that it is authorized by law to enter into this Agreement and
that the person executing this Agreement on behalf of Customer has the authority
to bind Customer to the terms of this Agreement.
6.2. Customer represents and warrants that it has complied with all laws necessary to
execute this Agreement, including, but not limited to, any laws relating to
procurements by competitive bidding, and that this Agreement is in conformance
with such laws.
6.3. Customer represents and warrants to Lime Rock Springs Co. that the execution,
delivery and performance of the Agreement by Customer will not violate any
agreements with, or rights of, third parties.
Representations of Pepsi -Cola
7.1. Lime Rock Springs Co. represents and warrants that it is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Iowa.
7.2. Lime Rock Springs Co. represents and warrants that it has authority to enter into
this Agreement and that the person signing this Agreement on behalf of Lime Rock
Springs Co. has the authority to enter into this Agreement on behalf of Lime Rock
Springs Co.
8. Pricing. Lime Rock Springs Co. will provide a thirty (30) day notice of any price
increases that may occur during the Term for the Beverage Products. Lime Rock Springs
Co. will also cap annual price increases to Customer at 4%. Price increases will be
based on pricing provided in Exhibit B.
-4-
On -Premise
9. Right of Offset. Lime Rock Springs Co. reserves the right to withhold payments due
hereunder as an offset against amounts not paid by Customer for Packaged Products
and Postmix Products delivered to Customer.
10. Non -Disclosure
11. Rights Upon Termination. Upon termination or expiration of this Agreement, Customer
shall permit Lime Rock Springs Co. access to the premises where the Equipment is
located for the purposes of removing the Equipment within thirty (30) days of the date of
" such termination or expiration. Until such time as all Equipment is removed, Customer's
obligations as set forth in Sections 4.2 and 4.3 of this Agreement shall continue.
12. Default.
12.1.1 If either party is in default of any of its obligations under this Agreement and
such default continues for thirty (30) days (ten (10) days in the event of
nonpayment of an invoice by its due date) after written notice specifying such
default is given by the party not in default to the defaulting party, the party not
in default may, at its option, terminate this Agreement or pursue any remedy
available at law or in equity, including, in the case of Lime Rock Springs Co.,
the rights set forth in Sections 11 and 12.
12.1.2 Customer my terminate this Agreement with or without case upon thirty (30)
days written notice delivered to Lime Rock Springs Co.
13. Independent Contractor. The parties acknowledge and agree that the relationship
created by this Agreement is that of an independent contractor, and not that of a
partnership, joint venture, or any other form of business organization, nor does this
Agreement establish an employer/employee or principle/agent relationship.
14. Indemnification.
14.1. Lime Rock Springs Co. shall indemnify defend, and hold Customer, its affiliates,
shareholders, directors, officers, employees and agents from and against any and
all liabilities, losses, damages costs and attorneys' and accountants' fees and
expenses, court costs, witness fees, and all other out-of-pocket expenses incurred
or suffered by Customer, its affiliates, shareholders, directors, officers, employees
and agents by reason of, resulting from, or in connection with any negligent or
willful omission or act of Lime Rock Springs Co., its agents, employees, students
and invitees or any breach of any duty, obligation, representation or warranty of
Lime Rock Springs Co. under this Agreement.
14.2. Customer shall indemnify, defend, and hold Lime Rock Springs Co. its affiliates,
shareholders, directors, officers, employees and agents from and against any and
all liabilities, losses, damages costs and attorneys' and accountants' fees and
expenses, court costs, witness fees, and all other out-of-pocket expenses incurred
or suffered by Lime Rock Springs Co. its affiliates, shareholders, directors, officers,
employees and agents by reason of, resulting from, or in connection with any
-5-
On -Premise
negligent or willful omission or act of Customer, its officers, agents, or employees,
or any breach of any duty, obligation, representation or warranty of Customer
under this Agreement.
14.3. Insurance. Lime Rock Springs Co. shall at all times during the performance of this
Agreement provide insurance as described in the attached Insurance Schedule.
15. Notices. Any notice or other communication given hereunder shall be in writing and shall
be deemed to be given when either personally delivered, sent by facsimile transmission
or mailed by certified mail, return receipt requested, to the following address, or to such
other address as such party shall have designated by written notice:
If to Pepsi -Cola:
If to the Customer:
Lime Rock Springs Co.
10537 HWY 52 N
Dubuque, Iowa 52001
Attn: Sales Manager
Dubuque Leisure Services
2200 Bunker Hill Rd
Dubuque, Iowa 52001
Attn: Recreation Division Manager
16. Entire Agreement. This Agreement constitutes the entire agreement between Customer
and Lime Rock Springs Co. with respect to its subject matter and shall not be modified or
amended except by a writing signed by both parties. The provisions of this Agreement
supersede all prior oral and written quotations, communications, agreements and
understandings of the parties with respect to the subject matter of this Agreement.
17. Third Party Provider. To the extent Customer contracts with any third party to provide
Beverages at the Outlets, the provisions of Section 3.1 shall apply, such that all
Beverages provided by the third party shall be obtained from Lime Rock Springs Co.
18. Government Actions. If the action of any local, state or federal government entity
(including, but not limited to, the imposition of sales taxes, fees, deposit requirements, or
other government -imposed fees) increases the cost of, or the fees associated with,
selling any or all of the Beverage, such increases shall be paid by Customer, and shall
not be used in the calculation under a price provision, if any, contained in this Agreement
19. Governing Law, Venue. This Agreement shall be governed by the laws of the State of
Iowa. The parties agree that any actions arising under this Agreement shall be venued
in the District Court of Dubuque County, Dubuque, Iowa.
20. Severability. In the event that any term or provision of this Agreement is found by a court
of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed
severed from this Agreement, and the remainder of this Agreement shall be enforced
without such severed provision, which shall not impair the validity or the remaining
provisions hereof.
-6-
On -Premise
21. Waiver. The waiver by either party of any default by the other party of any provision of
this Agreement shall be limited to the particular instance and shall not operate nor be
deemed to waive any future defaults of the same provision, nor of any other provisions of
this Agreement.
22. Headings. All section headings herein are inserted for convenience only and shall not
modify or affect the construction or interpretation of any provision of this Agreement.
23. Binding Nature. This Agreement shall be binding upon and inure to the benefit of all the
parties named herein and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
Lime Rock Springs Co
By:
Print Name:
Title:
Date:
SLavie geeSe.--
City of Dubuque, Iowa
By:
Print Name:
Title:
Date:
Roy D. Buol
Mayor
April 6, 2020
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On -Premise
OUTLETS under the banner of The Dubuque Leisure Services
• Flora Pool
• Sutton Pool
• Bunker Hill Golf Course
• McAleece Sports Complex
• Port of Dubuque Marina
• Veterans Memorial Park
Exhibit A
-8-
Postmix National Prices
EFFECTIVE 2020
1►
Soft Prinks
Pepsi
Dist Pepsi
Mountain Dew
Mist TWST
Rochester Ruut Beer
Pepsi zero
Cherry Pepsi
Cai. Free Dive Pepsi
Diet Mountain Dew
Code Red MOuntaln Dew
Mist TWST
Diet Mist TWST
Orange Crush
Mug Root Beer
DOG
Brisk Unsweetened
Brisk Raspberry
Brisk i! Cal Green with Peach
Upton Liquid Cancer rate Unsweet
Lipton Liquid Concentrate Sweet
3
41
Gallons Per
Re .in -no x
5-ga1
5-gal
0-gal
S.gal
5.g41
3-gal
3-gni
3-gal
3-gal
3-5a1
3-gal
3-gal
3-gal
3-gal
3.gal
100% Orange Juica
100%6 Apple Juice
Cra+erry
Bloody Mary
Tropicana Lemonade
Tropicana Pink Lemonade
Tropicana Fruit Punch
Yumberly Pomegranate 0-Calorie
Gatorade Fruit Punch
Gatarods Lemon Lime
Sour
Ton Ic
Super Parrot Energy
LIME ROCK
SR. opistiNgg en I .!/
CUIL{PC SOP
100 r‘zie Arr
Prins Per Price Par
Bag -In -Box coim
S113.25 $16.65
$33.25 516.95
Sa3.25 $16.65
$$3.25 $15.65
583.25 $16.9$
$4995 $16.65
$49.95 $16.55
549.95 $16.65
$49.95 S16.63
$49.95 $16.65
$49.95 $16.65
$49.95 $16.93
$49.95 $16.65
$.49.95 $16.55
$49.95 $1$`65
3-gal $49.95
3101 $49.95
3-gal ez23 $49.95
3-poi $55.66
3-gal $61.47
$16.65
*
$16.65
$18.56
$29.49
3.gal $93.33 $31.11
3-gal $93.33 531.11
3-gal $84.87 $29.29
3-gal 5E14.67 $26.29
3-gal $49.99 $16.65
3.gal $49.96 $16.65
3-gal $49.95 $16.66
3-gal $49.95 $16.65
3-gal $52.41 S17.47
3-gal $52.41 $17.47
3-gal $49.95 $16.65
3-gal $49.95 $16.33
3-gal $192.79 $54.26
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fi.gt Ilv.xnf fed Caw wp sal L9
rl.gn.la.*.Okra A.ns4
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On -Premise
Exhibit B
-9-
On -Premise
Bottle and Can Pricing
20oz Soft Drinks
12oz Soft Drinks
20oz Gatorade
20oz Klarbrunn Water
1-Liter Klarbrunn Water
16oz Rockstar Energy Drink
18.5oz Lipton PureLeaf 12pk
Fountain per gallon
20Ib CO2
$18.00
$ 8.50
$18.50
$13.40
$ 9.00
$28.00
$13.42
$16.65
$22.00
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