HomeMy WebLinkAboutWestfield ShoppingtownV
AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longer in effect.
Return form to the Sr. Deputy Clerk of the Council (M-30). Ca11647-5238 if you have any
questions.
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N-2006-039
WESTFIELD SHOPPINGTOWN
EVENT AGREEMENT
THIS EVENT AGREEMENT (this "Agreement") made this 16th day of March 2006, by and between
Westfield MainPlace with principal offices at 11601 Wilshire Blvd., Los Angeles, CA 90025
("Westfield"), and City of Santa Ana ('Client").
Westfield grants Client permission to enter upon the property commonly known as Westfield
MainPlace, located in Santa Ana, California (the "Shopping Center") for the purpose described on
Exhibit A attached hereto (the "Event"). Client agrees to conduct the Event as described on Exhibit A
attached hereto.
Term. This Agreement shall be effective as of the date first written above and shall terminate on May 19,
2006 P.S.T., unless sooner terminated by Westfield at Westfield's sole discretion as provided below.
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Termination. This Agreement may be terminated by Westfield at any time, for any reason, upon at least ten
(10) days prior written notice to Client. The date that Westfield receives such notice shall be referred to as
the "Notice Date." The "Termination Date" shall be the date, which is ten (10) days after the Notice Date.
Upon receipt of such notice, Client 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 Client the "Client
Costs" within thirty (30) days of Westfield's receipt of an invoice and sufficient documentation for expenses.
The Client Costs shall be limited to Client's reasonable (as determined in Westfield's sole discretion) out-of-
pocket expenses and fees incurred by Client in connection with the Event, including any amounts for which
Client is obligated to pay to third parties, including any and all cancellation fees, whether before, on, or after
the "Termination Date."
Rules. Client agrees to comply with the Shopping Center's Rules and Regulations, a copy of which
have been provided to Client. Client also agrees to comply with all rules, regulations, ordinances, and
statutes of any governmental entity or nongovernmental entity having jurisdiction over Westfield or
Client, and to obtain all necessary permits, licenses or other approvals that may be required from any
entity to conduct the Event.
Security. Westfield shall have no responsibility to provide security, supervision or protection against
any loss that may be sustained by Client. If Client 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 date.
Release. Client further agrees that its activities will be at its sole risk as against each of Westfield,
Westfield America, Inc., Westfield Corporation, Inc., Westfield Shoppingtown MainPlace and each
of their respective employees, directors, officers, shareholders, representatives, agents, affiliates,
subsidiaries, parents, successors, assigns and tenants 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, Client's activities or any property
damage to the Shopping Center.
(a) Client 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 Client
accepts and assumes the risk of the facts to be different than now known or believed to be true. Client
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.
(b) California Civil Code!i 1542, which is hereby expressly waived by the Client, reads as
follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MA TERIALL Y
AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
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.
Choice of Law. This Agreement shall be governed by the internal laws of the State of California.
Authoritv. 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.
Headin!!s. 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.
IN ADDITION TO EACH PARTY'S AGREEMENT TO EACH OF THE ABOVE
PROVISIONS, EACH OF THE PARTIES HERETO AGREE TO THE PROVISIONS
BELOW THAT ARE MARKED WITH AN "X" NEXT TO THE HEADING OF THE
APPLICABLE SECTION.
n Indemnification. 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 Client's access to the Shopping
Center, the Event or Client'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. Client also waives all rights of subrogation
against each Released Party. Client hereby represents and warrants that none of the Releasing Parties
have previously assigned to anyone any claim covered by this paragraph.
X Insurance. Client shall at all times during the term of this Agreement keep in full force and effect
and shall maintain and pay all premium costs for the following insurance coverages in amounts not
less than specified herein and shall furnish Westfield with Certificates of Insurance evidencing
compliance with the following provisions:
(a) Statutory Workers' Compensation including Employer's Liability Insurance, subject to limits
of not less than $500,000.00 affording coverage under the applicable Workers Compensation laws.
Westfield shall cause, if allowed by law, its workers' compensation carrier to waive insurers right of
subrogation with respect to Client, its partners, parents and affiliated companies.
(b) Commercial General Liability insurance for limits of not less than $1,000,000.00 per
occurrence Bodily Injury and Property Damage combined; $1,000,000.00 per occurrence Personal
and Advertising Injury; $2.000,000.00 aggregate Products and Completed Operations Liability;
$100,000.00 Fire Legal Liability, and $2,000,000.00 general aggregate limit per location. The policy
shall be written on an occurrence basis with no deductible.
2
EXHIBIT A
EVENT DESCRIPTION
Event Name: EMS Week Blood Pressure Checks
City/State: Santa Ana, California
Venue: Westfield MainPlace, Nordstrom Court
Date and Time: Thursday, May 18, 2006 from IOam-2pm
Estimated Number in Attendance: n/a
Event Description: Westfield MainPlace will provide a table and chairs in Nordstrom Court for Santa
Ana Fire Department to provide shoppers with free blood pressure checks and promote EMS Week.
Westfield MainPlace to provide:
Tables and Chairs
EMS Week sign posted May 8- May 18 promoting the event
Event listing on Westfield MainPlace website
Event listing in May customer newsletter
Santa Ana Fire Department to Provide:
All other equipment
(c) Automobile Liability Insurance with a limit of not less than $1,000,000.00 combined and
covering all owned, non-owned and hired vehicles.
(d) Umbrella Liability Insurance at not less than $1,000,000.00 limit providing excess coverage
over all limits and coverage noted in Paragraphs (b) and (c) above. This policy shall be written on an
occurrence basis.
(e) Additional Insured Requirements.
(i) Client's Insurance Policies: Policies (b), (c) and (d) above shall list Westfield America, Inc.,
a Missouri corporation, it's respective parents, partners, affiliates and subsidiaries and the officers,
directors, employees, agents and representatives of all as "Additional Insured" with respect to any and
all claims arising from the performance of Client's services. Further, coverage for the "Additional
Insured" shall apply on the primary basis irrespective of any other insurance, whether collectible or
not, only to the extent of Client's liability.
(ii) Client shall be responsible to pay said additional premium charge to their insurer should any
additional premium be charged for such coverage or waivers. All insurance furnished by Client
hereunder shall be in full force and effect at all times covering the performance of the services by
each party.
(iii) Upon signing hereof, Client shall deliver to the other satisfactory evidence ofthe required
insurance coverage on a certificate form approved by Westfield or, if required, copies of the policies.
All required insurance will be placed with carriers rated no lower than A-: lOin the most current
edition of A.M. Best's Property Casualty Key Rating Guide and will provide thirty (30) days written
notice of cancellation or non-renewal which notice shall be forwarded to the other party. The
stipulated limits of coverage above shall not be construed as a waiver ofthe party's obligation to
provide the insurance coverage specified. THE PARTIES AGREE THAT CLIENT MAY
SATISFY THESE INSURANCE REQUIREMENTS THROUGH ITS SELF INSURANCE
PROGRAM.
IN WITNESS WHEREOF, the parties hereto have executed this Event Agreement as ofthe date first
written above.
CLIENT
WESTFIELD
By:
Name:
Title:
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By:
Name:
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Attest:
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Patricia E. Healy
City Clerk'
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3
Page 10f1
Trujillo, Rose Ann
From: Talmage, Jeff
Sent: Wednesday, May 17, 2006 12:12 PM
To: Trujillo, Rose Ann
Subject: FW: Paramedic Event at Main Place
Here is the e-mail from Laura.
Jeff
From: Sheedy, Laura
Sent: Wednesday, May 17, 2006 9:20 AM
To: Talmage, Jeff
Cc: Jacquez-Nares, Patricia
Subject: Paramedic Event at Main Place
Hi Jeff
This will confirm that no insurance is required from Mainplace for this contract. The City is required to give
Mainplace a copy of its self insured letter but insurance should not hold up the event from the City's point of view.
Elizabeth Ibarra - Risk Management has asked for Julia Theois' number to make sure we gave them our self
insurance letter. Can you give Elizabeth a call at 647-5475.
If you need any other information, piease let me know.
Thank you
Laura
5/17/2006