EVENT AGREEMENT - OPERATION DEA NATIONAL TAKE BACK INITIATIVE AND OPERATION SHREDEVENT AGREEMENT
This EVENT AGREEMENT (this "Agreement") made this AO' day of...,A2 - , 2019 (the
"Effective Date") by and between Westfield, LLC, a Delaware limited liability co any, in its capacity as
agent for the owner of the Shopping Center, with principal offices at 11601 Wilshire Blvd., 11t Floor, Los
Angeles, CA 90025 ("Westfield"), and Clearwater Police Department, with offices located at 645 Pierce St,
Clearwater, FL 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 April 27, 2019 (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 is 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 of the
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, regardless of
how such injury may arise, regardless of who is at fault or whose negligence caused such
injury, even if the loss is caused by the neglect or fault of any of the Released Parties.
Company also waives all rights of subrogation against each Released Party. Company hereby
represents and warrants that none of the 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 or are alleged to be caused by, Company or any of
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its affiliates, contractors, members, employees, agents and representatives, the Event or Company's
access to or activities at the Shopping Center; excepting any liability or claim arising or growing out of
the gross negligence or willful misconduct of Westfield, its employees, affiliates, members and agents.
Nothing herein shall be construed to waive or modify the provisions of Section 768.28, Florida Statutes or
the doctrine of sovereign immunity.
9. Force Majeure. 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:
A) 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 10/01/18-10/01/19.
B) Workers' Compensation: Statutory coverage per Occurrence with self-insured retention of
$600,000. Excess Insurance via Safety National for the policy period 10/01/18 - 10/01/19.
C) Emergency Medical Services (EMS) Medical, Professional Liability and Commercial
General Liability: $7,000,000 per Occurrence limit/$14,000,000 Aggregate with
BRIT/Lloyds of London with a self-insured retention of $25,000 for the policy period
10/01/18-10/01/19.
D) Property: $100,000,000 per occurrence for the policy period 4/01/2018-4/01/2019 after
either:
a) $100,000 self-insured retention for perils other than named storm OR
b) 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.
c) NFIP limits for Zones A and V.
d) Loss Payee: Owners of property to the extent of their interest in the property being
leased or rented by the City of
i) Clearwater, per the agreement.
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Flood and earthquake losses are subject to a $100,000 per occurrence deductible (excluding flood
zones within Special Flood Hazard Areas, which are subject to a deductible of 5% of the value per
unit, subject to a minimum deductible of $100,000 any one occurrence and a maximum of $5,000,000
(any one occurrence) and limits are $60,000,000 aggregate.
E) Equipment Breakdown: $100,000,000 of coverage effective 04/01/18-04/01/19.
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
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above.
Ap
veda
mith
Assistant City orney
CITY O'AF')CL EARWATER, RIDA
By: (
William B. Horne, II
City Manager
Attest:
GdC/1'1 .
Rosemarie Call
City Clerk
Westfield, LLC,
a Delaware limited liability company
In its capacity as agent for the owner of the Shopping
Center
DATE: k 11A
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TITLE: General nager
BY:
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EXHIBIT A
EVENT DESCRIPTION
Event Name: Operation DEA National Take Back Initiative and Operation Shred
Venue and Description of Premises: Westfield Countryside
Date and Time: April 27, 2019 8:OOam-4:OOpm
Estimated Number in Attendance: TBD
Event Description: Operation DEA National Take Back Initiative and Operation Shred. Setup in
the parking lot to host Operation Shred in partnership with the Clearwater Police Department.
Westfield to provide:
• Event locations for setup
• Promotion outreach to our digital database of shoppers — Facebook, Twitter, website and e -blast.
EVENT LOCATION
Southeast portion of mall parking lot at the corner of Frontage Road and Countryside Blvd.:
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