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<br />CLERK OF COUNCil
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<br />N-2006-039
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<br />WESTFIELD SHOPPINGTOWN
<br />EVENT AGREEMENT
<br />
<br />THIS EVENT AGREEMENT (this "Agreement") made this 16th day of March 2006, by and between
<br />Westfield MainPlace with principal offices at 11601 Wilshire Blvd., Los Angeles, CA 90025
<br />("Westfield"), and City of Santa Ana ('Client").
<br />
<br />Westfield grants Client permission to enter upon the property commonly known as Westfield
<br />MainPlace, located in Santa Ana, California (the "Shopping Center") for the purpose described on
<br />Exhibit A attached hereto (the "Event"). Client agrees to conduct the Event as described on Exhibit A
<br />attached hereto.
<br />
<br />Term. This Agreement shall be effective as of the date first written above and shall terminate on May 19,
<br />2006 P.S.T., unless sooner terminated by Westfield at Westfield's sole discretion as provided below.
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<br />Termination. This Agreement may be terminated by Westfield at any time, for any reason, upon at least ten
<br />(10) days prior written notice to Client. The date that Westfield receives such notice shall be referred to as
<br />the "Notice Date." The "Termination Date" shall be the date, which is ten (10) days after the Notice Date.
<br />Upon receipt of such notice, Client will take immediate steps to cease all preparation for the Event and
<br />proceed with project completion. In the event of such termination, Westfield shall pay Client the "Client
<br />Costs" within thirty (30) days of Westfield's receipt of an invoice and sufficient documentation for expenses.
<br />The Client Costs shall be limited to Client's reasonable (as determined in Westfield's sole discretion) out-of-
<br />pocket expenses and fees incurred by Client in connection with the Event, including any amounts for which
<br />Client is obligated to pay to third parties, including any and all cancellation fees, whether before, on, or after
<br />the "Termination Date."
<br />
<br />Rules. Client agrees to comply with the Shopping Center's Rules and Regulations, a copy of which
<br />have been provided to Client. Client also agrees to comply with all rules, regulations, ordinances, and
<br />statutes of any governmental entity or nongovernmental entity having jurisdiction over Westfield or
<br />Client, and to obtain all necessary permits, licenses or other approvals that may be required from any
<br />entity to conduct the Event.
<br />
<br />Security. Westfield shall have no responsibility to provide security, supervision or protection against
<br />any loss that may be sustained by Client. If Client requires security, it agrees to do so at its own cost
<br />and expense and shall utilize a security company approved by Westfield prior to the Event date.
<br />
<br />Release. Client further agrees that its activities will be at its sole risk as against each of Westfield,
<br />Westfield America, Inc., Westfield Corporation, Inc., Westfield Shoppingtown MainPlace and each
<br />of their respective employees, directors, officers, shareholders, representatives, agents, affiliates,
<br />subsidiaries, parents, successors, assigns and tenants and it hereby waives any rights to seek damages
<br />in connection with any injury to itself or to its employees, directors, officers, shareholders,
<br />representatives, agents, affiliates, subsidiaries, parents, successors and assigns (collectively, the
<br />"Releasing Parties"), in connection with this Agreement, the Event, Client's activities or any property
<br />damage to the Shopping Center.
<br />
<br />(a) Client understands that the facts upon which this release is made may hereafter turn out to be
<br />other than or different from the facts now known or believed by the parties to be true and Client
<br />accepts and assumes the risk of the facts to be different than now known or believed to be true. Client
<br />agrees that this release shall be and remain in all respects effective and not subject to termination or
<br />rescission by virtue of any difference of facts.
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