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TERMINATION, RELEASE AND INDEMNITY AGREEMENT TER ilTl E IT ENT fH1S TERMINAMN, RELEASE AND INDEMNITY AGREEMENT ("Termination Agreement") is made as of the day of 20115 by CITY OF CLEARWATER, a Municipal Corporation of the State of Florid , having an address of P. 0. Box 4748, Clearwater, Florida 33758-4748, ATTENTION: D rector, Parks and Recreation ("City"), Coca- Cola Refreshments USA. Inc,, CCCIR") (previously known as Coca-Cola Enterprises, Inc- t,.'CC-E`)) Florida Division, 100 Tampa Oaks Blvd., Suite 3.50, Tampa, Florida and Tarpon Springs Coca-Cola Bottling Bottler t"Tarpon Springs"), a corporation (each may be individually referred to herein as 'Party` or collectively as the "Parties"'), At all times herein, CCR and Tarpon Springs are referred to collectively as "Bottler". W I T N E S S E T H V,IHEREAS, CSC R and Tarpon Springs jointly and severaCly entered into that certain BEVERAGE AGREEMENT BETWEEN THE CITY, COCA-COLA REFRESHMENTS USA, INC., AND TARPON SPRINGS COCA-COAL BOTTLING COMPANY with the City, dated June 1, 2001 , to establish a beverage marketing alliance and for the sale of beverages and the sponsorship of arneNties and improvements ("Agreernent"): and WHEREAS, the Agreement set forth certain corresponding benefits and obligations of the Parties including, among other things, the payment of corni-nissions and incentive revenues in consideration for exclusive marketing and sales rights, and WHEREAS, the Agreement Term was ten (y g} years frorn its inception, with a carryover provision for purposes of the reconciliation of monetary commissions earned versus monetary commissions paid based on the Agreement performance terms and conditions; and WHEREAS, the Parties hereby agree that a complete reconciliation of commissions paid based on commissions earned has occurred, the Term of the Agreement is therefore terminated, and the Parties wish to memorialize fulfillment of certain corresponding duties and obligations thereunder. NOW THEREFORE. in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows� 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by reference- 2. Termination of Agreement. The Agreement shall terminate effective as of 12:01 a Eastern Standard Tin-i e on I ",f 24�-4-("Terminatlon Date") as if the -Termination Date were set forth in the Agree-n_ent_as the expiration date of the term of the Agreement. Except as expressly set forth in this Termination Agreement, none of the Parties shall have any obligations or liability under the Agreement after the Termination Date. Notwithstanding the foregoing, all of the indemnity obligations of the Bottler contained in the Agreement ("Bottler indemnifications") shall rernain in full force and effect, shall survive the termination of the Agreement, and shall continue to ber-refit the City after the Termination Date. TERMINATION, RELEASE AND INDEMNITY AGREEMENT THIS TERMINATION, RELEASE AND INDEMNITY AGREEMENT ("Termination Agreement") is made as of the � day of 2011, by CITY OF CLEARWATER, a Municipal Corporation of the State of Florid , having an address of P. O. Box 4748, Clearwater, Florida 33758-4748, ATTENTION: Director, Parks and Recreation ("City"), Coca- Cola Refreshments USA, Inc., ("CCR") (previously known as Coca-Cola Enterprises, Inc., ("CCE")) Florida Division, 100 Tampa Oaks Blvd., Suite 350, Tampa, Florida and Tarpon Springs Coca-Cola Bottling Bottler ("Tarpon Springs"), a corporation (each may be individually referred to herein as "Party" or collectively as the "Parties"). At all times herein, CCR and Tarpon Springs are referred to collectively as "Bottler". WITNESSETH WHEREAS, CCR and Tarpon Springs jointly and severally entered into that certain BEVERAGE AGREEMENT BETWEEN THE CITY, COCA-COLA REFRESHMENTS USA, INC., AND TARPON SPRINGS COCA-COAL BOTTLING COMPANY with the City, dated June 1, 2001, to establish a beverage marketing alliance and for the sale of beverages and the sponsorship of amenities and improvements ("Agreement"); and WHEREAS, the Agreement set forth certain corresponding benefits and obligations of the Parties including, among other things, the payment of commissions and incentive revenues in consideration for exclusive marketing and sales rights; and WHEREAS, the Agreement Term was ten (10) years from its inception, with a carryover provision for purposes of the reconciliation of monetary commissions earned versus monetary commissions paid based on the Agreement performance terms and conditions; and WHEREAS, the Parties hereby agree that a complete reconciliation of commissions paid based on commissions earned has occurred, the Term of the Agreement is therefore terminated, and the Parties wish to memorialize fulfillment of certain corresponding duties and obligations thereunder. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by reference. 2. Termination of Agreement. The Agreement shall terminate effective as of 12:01 a.m., Eastern Standard Time, on , 2011 ("Termination Date") as if the Termination Date were set forth in the Agreement as the expiration date of the term of the Agreement. Except as expressly set forth in this Termination Agreement, none of the Parties shall have any obligations or liability under the Agreement after the Termination Date. Notwithstanding the foregoing, all of the indemnity obligations of the Bottler contained in the Agreement ("Bottler Indemnifications") shall remain in full force and effect, shall survive the termination of the Agreement, and shall continue to benefit the City after the Termination Date. 3. Agreement Obligations. The Parties shall perform and fulfill all of the Agreement obligations and covenants required to be performed or observed by each Party up to and including the Termination Date, including, but not limited to, the payment of all monies payable under the Agreement through the Termination Date. 4. Estoppel. Each Party hereby certifies and acknowledges to the other that, as of the date of the mutual execution of this Termination Agreement: (a) neither Party is in default in any respect under the Agreement; (b) neither Party has any defenses to its obligations under the Agreement; and (c) neither Party has any offsets against monies due. The Parties each acknowledge and agree that the representations herein set forth constitute material consideration to the parties in entering into this Termination Agreement, such representations are being made by each Party for purposes of inducing the other party to enter into this Termination Agreement, and each party is relying on such representations in entering into this Termination Agreement. 5. No Transfer. Each Party represents and warrants that it has not, voluntarily or by operation of law, effectuated or allowed an assignment, transfer or other encumbrance of all or any part of its interest in the Agreement. Each Party represents and warrants to each other that there are no Claims (as hereinafter defined) against it in any way arising or resulting from or in connection with the Agreement, and that there is no Claim, agreement or other matter that would preclude or restrict the termination of the Agreement provided for hereunder or otherwise adversely affect this Termination Agreement or the enforceability thereof. Each Party agrees to protect, defend, indemnify and hold the other party harmless from and against any and all Claims in any way arising or resulting from or in connection with or related to a breach of any of the representations and warranties contained in this Section. 6. No Removal of Vending Machines and Equipment. Simultaneous to the Termination Date, the successor in interest to the Bottler will enter into a new agreement to fulfill beverage sales and supplies to City, and therefore, Bottler's vending machines and equipment will remain on City property as such may exist as of the Termination Date in order to service City under the new agreement. 7. Release. Each Party and their respective affiliated companies, agents, servants, employees, partners, shareholders, members, predecessors, representatives, officers, directors, successors and assigns (collectively and severally, the "Affiliated Entities") do hereby release and forever discharge the other Parties for and from any and all Claims it may have against said Party for any claim arising from or related to the payment for, earning of, calculation of, or record keeping of commissions, incentive revenues, or generally, any other compensation for performance under the Agreement (each a"Released Claim"). The Parties and their respective Affiliated Entities hereby covenant and agree to forever forbear from alleging, asserting, bringing, commencing, instituting, maintaining, prosecuting or otherwise pursuing against the other Parties, any Released Claim. Indemnitors and their respective Affiliated Entities further agree that this release may be pleaded by the other Parties as a full and complete defense to any Released Claim that may be alleged, asserted, brought, commenced, instituted, maintained, prosecuted or otherwise pursued against that Party. 8. Default. In the event that any party to this Termination Agreement shall institute any action or proceeding against any other party out of or based upon this Termination Agreement, or by reason of any default hereunder, the prevailing party in such action or proceeding shall be entitled to recover from the other party all costs of such action or proceeding, including reasonable attorneys' and paralegals' fees at all trial and appellate levels and in bankruptcy. 2 9. Representations. Each party represents to the others that it has full power and authority to execute this Termination Agreement. 10. Notices. Any notice that is sent or given under the terms of this Termination Agreement shall be sent to the address first set forth above. Any notice given by United States mail shall be deemed so given on the second business day after the same is deposited in the United States mail registered or certified matter, addressed as above provided, with postage thereon fully prepaid. Any notice that is given by another method shall be deemed to be delivered upon receipt by the Party to whom the same is given. The Parties may from time to time notify the other of changes regarding where notices should be sent by sending notification of such changes pursuant to this paragraph. 11. Miscellaneous. This Termination Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument. It shall not be necessary when making proof of this Termination Agreement to produce counterparts with original signatures, it being agreed that photocopies of signatures or signatures received by facsimile transmission shall have the same effect as original signatures. This Termination Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the heirs, successors and assigns of the parties. This Termination Agreement shall be construed and enforced in accordance with the laws of the State of Florida. This Termination Agreement may not be amended except in writing signed by both parties. If any of the provisions of this Termination Agreement, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Termination Agreement or the circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby, and every provision of this Termination Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of the date first written above. WITNESS: Coca-Cola Refreshments USA, Inc. a Corporation of the State of Florida: By: ��t�vt. l�'�C r) r; r.�- Print Name: Title: ��P�t' � �5 �Gn� �j�� ✓ [City Signature Page Follows] 3 Countersigned: � C��O rt4 � C� t� ��S George N. Cretekos Mayor Approved as to form: � La ra Lipowski Mahony Assistant City Attorney CITY OF CLEARWATER, FLORIDA By: ���.�P��-�3 - �-� William B. Horne, II City Manager Attest: Rosemarie Call City Clerk