EVENT AGREEMENT - OPERATION DEA NATIONAL TAKE BACK INITIATIVE AND OPERATION SHRED (2)EVENT AGREEMENT
This EVENT AGREEMENT (this "Agreement") made this a day of F-u.nAn-rtij , 2020
(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 2049 Century Park East,
41' Floor, Los Angeles CA 90067 ("Westfield"), and Clearwater Police Department, with offices located
at 656 Pierce St, Clearwater, FL 33765 ("Company").
Westfield grants Company permission to enter upon the property commonly known as Westfield
Countryside, located in Clearwater, Florida (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 25, 2020 (the "Term"), unless this Agreement is
earlier terminated as set forth below.
2. CHECK HERE IF APPLICABLE: 0 Security Deposit. Company shall provide to
Westfield a security deposit in the amount of $0.00 (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, Countryside Mall Owner, LLC., 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 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 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.
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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. Headines. 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
10/01/19-10/01/20.
b. Workers' Compensation: Statutory coverage per Occurrence with self-
insured retention of $600,000. Excess Insurance via Safety National for the policy
period 10/01/19 -10/01 /20.
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 10/01/19-10/01/20
d. Property: $100,000,000 per occurrence for the policy period 4/01/2019-
4/01/2020 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 City of Clearwater, per the agreement.
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.
Appr ved
/I r4
a Smith
Assistant C • Attorney
CITY O•F=CL�EARWATER,FLORIDA
By: W U41A • Uo.tz'zt
William B. Horne, II
City Manager
Attest:
Rosemarie Call
City Clerk
Westfield, LLC,
a Delaware limited liability company
In its capacity as agent for the owner of the
Shopping Center
DATE:
BY: Brian Brink
TITLE: Shopping Center
Manager
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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 25, 2020 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.
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EVENT LOCATION
Southeast portion of mall parking lot at the corner of Frontage Road and Countryside Blvd.:
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