TERMINATION AND RELEASE AGREEMENT
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TERMINATION AND RELEASE AGREEMENT
This Termination and Release Agreement (this "Agreement"), dated as of August 4,
2005 is by and among Distinctive Gourmet Services, a division of Boston Concessions Group, Inc.
(f/k/a Boston Concessions) ("Distinctive Gourmet"), the City of Clearwater, Florida (the "City") and
Global Spectrum, LP ("Global Spectrum").
WHEREAS, Distinctive Gourmet, the City and Global Spectrum are parties to a
Concession Management Agreement for the City of Clearwater, Harborview Center, dated as of
April 15, 1996, as amended ("Concession Management Agreement"), pursuant to which Distinctive
Gourmet was granted the right to perform food and beverage services at the Harborview Center (the
"Facility"), such services to expire on September 30, 2007;
WHEREAS, the parties have determined it to be in their mutual best interests that
Distinctive Gourmet cease providing such services at the Facility, and desire to terminate the
relationship between them arising out of the Concession Management Agreement;
WHEREAS, the parties to (i) discharge any and all contingent obligations either party
has or may have to the other party arising under the Concession Management Agreement or
otherwise with respect to the provision by Distinctive Gourmet of fDOd and beverage services at the
Facility, and (ii) release any and all claims each has, may have or may ever have had against the
other under, or with respect to, the Concession Management Agreement, or the provision by
Distinctive Gourmet of food and beverage services at the Facility; and
WHEREAS, on or about the date hereof, Global Spectrum and Distinctive Gourmet
are entering into a consulting agreement ("Consulting Agreement"), pursuant to which Global
Spectrum will engage Distinctive Gourmet to consult with respect to Global Spectrum's operation of
the food and beverage services at the Facility following the Effective Date (as defined below).
NOW THEREFORE, for and in consideration of the foregoing, the mutual covenants
and promises hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree
as follows:
1. Termination of Concession Management Agreement. Effective as of October 1, 2005
(the "Effective Date"), the Concession Management Agreement shall terminate and be of no further
force and effect, except for the indemnity provision contained in Section VIlLA which shall survive
termination of such agreement. As of the Effective Date, Distinctive Gourmet shall have no further
rights or obligations with respect to the provision or management of the food and beverage service at
the Facility, except as described in the Consulting Agreement.
2. Payment to Distinctive Gourmet. Unless already paid prior to the date hereof, Global
Spectrum shall pay to Distinctive Gourmet upon execution hereof, as an operating expense of the
Facility from fiscal year 2004-05, the amount of Thirty Four Thousand One Hundred Eighty Nine
Dollars and Eighty Seven Cents ($34,189.87). Such amount is payment for past fees owing to
Distinctive Gourmet under the Concessions Management Agreement.
3. Inventorv and Equipment. Distinctive Gourmet shall continue operating under the
Concession Management Agreement in the normal course up to the Effective Date. Distinctive
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Gourmet acknowledges that all food and beverage inventory and equipment on hand at the Facility is
titled in the name of the City, and shall remain at the Facility following the Effective Date, for use by
Global Spectrum.
4. Alcoholic Beverage License. Distinctive Gourmet shall cooperate with Global
Spectrum and the City by promptly executing documents and doing any things necessary and
appropriate for the surrender of and the transfer, as applicable, of the liquor licensees) at the Facility,
so. that Global Spectrum may provide food and beverage services at the Facility.
5. Records: Reports. etc. Distinctive Gourmet shall provide to Global Spectrum and the
City, on the Effective Date, copies of all records, reports, documents and financial statements required to
be kept and provided under the Agreement for the current fiscal year, detailing the operation of the food
and beverage service at the Facility up through the Effective Date.
6. Release of Claims. Each of Global Spectrum and Distinctive Gourmet (but not the
City), on behalf of itself and its legal representatives, successors, assigns, affiliates, employees, officers,
directors, and agents (collectively, the "Releasors"), hereby unconditionally and irrevocably releases,
acquits and forever discharges the other (but not the City), and each of its respective affiliates and
subsidiaries and each past and present director, officer, employee and agent of any of the foregoing (all
of the foregoing, and any of their respective successors, assigns, heirs, personal representatives,
administrators and executors being hereinafter collectively referred to as the "Released Parties") from
any and all causes of action, suits, claims, demands, judgments, debts, sums of money, obligations,
liabilities, accounts, bonds, covenants, controversies, agreements, promises, damages and executions of
any kind or nature whatsoever, whether known or unknown or foreseen or unforeseen, in contract or in
tort, and whether or not founded in fact, in law or in equity, that the Releasors has, may have or may
ever have had against any Releases arising out of, or in any way relating to, or in connection with the
Concession Management Agreement, or the performance of Global Spectrum or Distinctive Gourmet
thereunder, through the date hereof. It is the intent of Global Spectrum and Distinctive Gourmet that this
be a general, complete, full, and comprehensive, irrevocable, unconditional and final release of any and
all claims arising prior to the date hereof respecting the Concession Management Agreement or the
performance by Global Spectrum or Distinctive Gourmet of any of their duties thereunder. Nothing in
this Section 6 shall be deemed to be a release by or of the City of any claims under the Concession
Management Agreement or its performance thereunder.
7. Waiver. Each of Global Spectrum and Distinctive Gourmet (but not the City) hereby
waives any and all rights and renounces any and all claims or causes of action each such party has,
may have or may ever have had with respect to the other (but not the City) pursuant to the
Concession Management Agreement or performance by Global Spectrum or Distinctive Gourmet of
its duties thereunder, through the date hereof.
8. Miscellaneous.
(a) Each of the parties hereto hereby agree that it shall keep the terms of this
Agreement, and any factual allegations underlying any claim released hereby confidential, and such
confidential information shall not be used, published, or divulged by either party to any other persons
in any manner without the express, prior, written permission of the other party, except as otherwise
required under the State of Florida's open records act.
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(b) This Agreement constitutes the entire agreement between the parties hereto
relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written
negotiations, commitments, and understandings of the parties. This Agreement may not be changed
or amended except by a writing executed by both parties.
(c) Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.
(d) This Agreement shall be binding upon and inure to the benefit of each of the
parties hereto and their respective successors and assigns.
(e) This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida, excluding its conflicts of law rules.
(t) This Agreement may be executed in counterparts, each of which shall
constitute an original, and all of which together shall constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
GLOBAL SPECTRUM, L.P.
DISTINCTIVE GOURMET SERVICES,
a division of BOSTON CONCESSIONS
GROUP, INC.
BY~~tt/-UA-
Name: Michel auers
Title: President
By: c;z--~#~
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Name: .....:r......v A,e~J'??'i'Q.u c::-
Title: ~
COUNTERSIGNED:
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By: -:/~Z~
Nam~ank V. Hibbard
Title: Mayor
APPROVED AS TO FORM:
By:
Name:
Title:
n'thia E. Goudeau
i ty ~<::lerk
By:
Name: L ra Lipowski
Title: Assistant City Attorney
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