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EVENT AGREEMENT - PRESCRIPTION DRUG TAKE BACK AND OPERATION SHREDEVENT AGREEMENT This EVENT AGREEMENT ( "Agreement ") made this day of 4'&1 , 2017 (the "Effective Date ") by and between Westfield, LLC, a Delaware Limited liability company, in its capacity as agent for the owner of the Shopping Center, with principal offices at 11601 Wilshire Blvd., 1 la' Floor, Los Angeles, CA 90025 ("Westfield"), and City of Clearwater, with offices located at Municipal Services Building, 100 South Myrtle Avenue, Clearwater, Florida 33756( "Company" ). Westfield grants Company permission to enter upon the property commonly known as Westfield Countryside, located in Clearwater, FL (the "Shopping Center ") for the sole purposes and only to use certain space within the Shopping Center as described on Exhibit A attached hereto (the "Premises ") to conduct the event and /or the permitted use as further described on Exhibit A attached hereto and incorporated herein by reference (the "Event"), Company agrees to conduct the Event as described on Exhibit A attached hereto and in accordance with the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter contained, and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Term. The Event shall take place on Saturday, April 29, 2017 from 8:00a.m. — 3:OOp.m. the "Term "), unless this Agreement is earlier terminated as set forth below. 2. CHECK HERE IF APPLICABLE: Security Deposit. Company shall provide to Westfield a security deposit in the amount of $0 (the "Security Deposit ") prior to entering the Shopping Center. It agreed that upon completion of the use of the Shopping Center, the property manager or leasing manager shall inspect the Premises and the Shopping Center, and assess any and all damages to Westfield's property or businesses caused by Company and/or the Event. If the Premises and the Shopping Center are found to be in the condition in which they were provided to Company, the Security Deposit will be returned in full to Company. If, on the other hand, there are damages to the Premises and /or the Shopping Center, the cost of repairing such damages will be deducted from the Security Deposit and the remainder will be returned to Company, and to the extent the cost of repair exceeds the amount of the Security Deposit, Company shall promptly pay Westfield for the shortfall. 3. Termination. This Agreement may be terminated by Westfield at any time, for any reason, upon at least ten (10) days prior written notice to Company. The date that Company receives such notice shall be referred to as the "Notice Date" and the "Termination Date" shall be the date, which is five (5) days after the Notice Date. Upon receipt of such notice, Company will take immediate steps to cease all preparation for the Event and proceed with project completion. In the event of such termination, Westfield shall pay Company the Company Costs within thirty (30) days of Westfield's receipt of an invoice and sufficient documentation for expenses. The "Company Costs" shall be limited to Company's reasonable (as determined in Westfield's sole discretion) out -of- pocket expenses and fees incurred by Company in connection with the Event, including any amounts for which Company is obligated to pay to third parties, including any and all cancellation fees to be paid by Company. Notwithstanding anything to the contrary contained herein, if Westfield elects to terminate this Agreement due to a failure by Company to perform its obligations under this Agreement, Westfield shall not be obligated to pay Company any Company Costs. 4. Rules. Company agrees to comply with the Shopping Center's Rules and Regulations, a copy of which has been provided to Company. Company also agrees to comply with all rules, regulations, ordinances, and statutes of any governmental entity or nongovernmental entity having jurisdiction over Westfield or Company, and to obtain all necessary permits, licenses or other approvals that may be required from any entity to conduct the Event. 5. Security. Westfield shall have no responsibility to provide security, supervision or protection against any loss that may be sustained by Company. If Company requires security, it agrees to do so at its own cost and expense and shall utilize a security company approved by Westfield prior to the Event commencement date. 6. Surrender. Prior to the expiration or date of earlier termination of this Agreement, Company shall (i) remove all of its personal property, signs, sets, displays and equipment from the Shopping Center, (ii) remove all telephone and data cabling installed by or on behalf of Company, if any, (iii) restore the premises used by Company to the condition in which the premises existed prior to installing of such personal property, signs, sets, displays and equipment, subject to ordinary wear and tear, (iv) repair all damage caused by or in connection with Company's compliance with the obligations contained in this Section, and (v) surrender to Westfield the premises, broom -clean and in good condition. 7. Release. a. Company further agrees that its activities will be at its sole risk as against each of Westfield America Limited Partnership, Bellwether Properties of Florida, Westfield America, Inc., Westfield LLC, and each of their respective employees, directors, officers, shareholders, representatives, agents, affiliates, subsidiaries, parents, successors, assigns and tenants (collectively, the "Released Parties "), and it hereby waives any rights to seek damages in connection with any injury to itself or to its employees, directors, officers, shareholders, representatives, agents, affiliates, subsidiaries, parents, successors and assigns ( collectively, the "Releasing Parties "), in connection with this Agreement, the Event, Company's activities or any property damage to the Shopping Center. b. Company understands that the facts upon which this release is made may hereafter turn out to be other than or different from the facts now known or believed by the parties to be true and Company accepts and assumes the risk of the facts to be different than now known or believed to be true. Company agrees that this release shall be and remain in all respects effective and not subject to termination or rescission by virtue of any difference of facts. c. The Releasing Parties, hereby absolutely and unconditionally release and forever discharge each of the Released Parties from any and all claims, known and unknown, which any ofthe Releasing Parties may have now or in the future against any of the Released Parties, or any other liability, which arises out of injury or damage resulting from Company's access to the Shopping Center, the Event or Company's activities at the Shopping Center. Company hereby represents and warrants that none ofthe Releasing Parties have previously assigned to anyone any claim covered by this paragraph. 8. Indemnification. Company shall defend, indemnify and hold harmless the Released Parties (with counsel reasonably satisfactory to the Westfield Parties), from and against any and all liabilities, claim demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions and causes of action of any and every kind and nature caused by the negligence of Company or any of its affiliates, contractors, members, employees, agents and representatives. Nothing herein shall be construed to waive or modify the provisions of Section 76828, Florida Statutes or the doctrine of sovereign immunity. 2 9. Force Maieure. Neither party shall be liable to the other for delays or failures in performance resulting from unforeseen causes beyond the reasonable control of that party. If either party fails to perform its obligations hereunder due to such causes, the other party may either (a) terminate this Agreement or any part hereof as to services or payment not delivered; or (b) suspend this Agreement in whole or in part for the duration of the delaying cause. Westfield, in its sole discretion, may elect to resume performance of this Agreement immediately after the delaying causes ceases. 10. Choice of Law. This Agreement shall be governed by the internal laws of the State of Florida. 11. Authority. The signatories hereto warrant and represent to each other on behalf of themselves and the party for whom they are signing that any and all corporate or other authority required in order to enter into this Agreement and perform any and all obligations provided for herein have been obtained and that this Agreement constitutes the binding obligation of the party for which they are signing. 12. Headings. The headings used in this Agreement are used for ease of reference only and do not constitute substantive matter to be considered in construing the terms of this Agreement. 13. Insurance. Company has and will be maintaining on the date of the event the following insurance coverages: 1. Auto Liability, General Liability, Police Professional Liability, and Public Official Liability: Excess Insurance $7,000,000 ($14,000,000 Aggregate) with BRIT/Lloyds of London with self- insured retention of $500,000 for the policy period 10/01/16- 10/01/17. 2. Workers' Compensation: Statutory coverage per Occurrence with self - insured retention of $600,000. Excess Insurance via Safety National for the policy period 10/01/16 - 10/01/17. 3. Emergency Medical Services (EMS) Medical, Professional Liability and Commercial General Liability: $7,000,000 per Occurrence lmit/$14,000,000 Aggregate with BRIT/Lloyds of London with a self-insured retention of $25,000 for the policy period 10/01/16-10/01/17. 4. Property: $60,000,000 per occurrence for the policy period 4/01/2017- 4/01/2018 after either: • $100,000 self - insured retention for perils other than named storm OR • 5% self- insured retention per value per unit for named storm, with a $100,000 minimum per occurrence and $5,000,000 maximum deductible any one occurrence. • NFIP limits for Zones A and V. • Loss Payee: Owners of property to the extent of their interest in the property being leased or rented by the ty of ulearwater, per the agreement. 5. Equipment Breakdown: $1 00,000,000 of coverage effective 04 /01/17- 04/01/18. 14. Assignment. This Agreement may not be assigned or otherwise transferred by Company. 15. Signage. The content, dimensions and location of all signage used by Company to 3 promote the Event and displayed at the Shopping Center shall be previously approved by Westfield. 16. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed a single instrument. The parties agree that signatures by facsimile shall be accepted as originals. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. roved as to form: Robert J. S $- e Assistant CI Attorney CITY OF CLEARWATER, FLORIDA By: l.0 q a.euw William B. Horne II City Manager Attest: cap rv�tt L�- Rosemarie CaII City Clerk Westfield, LLC, a Delaware limited liability company In its capacity as agent for the owner of the Shopping Center DATE: 34-6)1 BY:"a/LGL TITLE: 10/61 lvt✓'t✓ 4 4 EXHIBIT A EVENT DESCRIPTION Event Name: City of Clearwater Prescription Drug Take Back and Operation Shred, Business /Contact of Company: City of Clearwater Phone Number: (727) 562-4650 Venue and Description of Premises: North -East Parking Lot at Westfield Countryside Date and Time: Saturday, April 29, 2017 from 8:00 a.m. — 3:00 p.m. Estimated Number in Attendance: TBD — please provide an estimated attendance upon event completion Event Description: Parking lot activation to collect unwanted Prescription Drugs and to securely dispose of documents.