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HomeMy WebLinkAboutMACY'SINSURANCE NOT REQUIRED N-2023-243 WORK MAY PROCEED CITY CLERK 1 DATE: *macVs O�PO 0 WAIVER AND RELEASE OF LIABILITY FOR PERSONAL INJURY AND LC-WeW#1)* PROPERTY DAMAGE (CALIFORNIA) City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Agency"), in consideration for the use of a the property, facilities and or services of Macy's store number 527, 2850 N. Main Street, Santa Ana, Ca. 92705 ("Mainplace"), on October 12, 2023 (the "Term"), agrees as follows: co (1) Agency shall undertake certain Agency related training activities (the "Permitted Use') at Property during the Term. (2) Agency understands and acknowledges that the activity and Permitted Use involves risks such as but not limited to the following: (a) risk of bodily injury to its agents or third parties, (b) property damage to the Property, and/or (c) death to its agents or third parties. Agency assumes any and all risk involved in or arising from the activity, including without limitation (i) the risk of bodily injury to its agents or third parties, (ii) property damage to the Property and/or property damage caused by Agency agents and/or (III) death to its agents or third parties. (3) Agency shall comply with all federal, state and/or local laws, regulations, rules and ordinances as may be applicable to its activities and during the Term of the Permitted Use, including, without limitation, that Agency obtain any license or permit required for its activities and for the Permitted Use ("Applicable Law") and Agency shall indemnify, defend and hold harmless Property and Macy's West Stores, Inc. against all claims, damages, liabilities and other costs and expenses (including reasonable attorney fees) penalties as may be incurred or threatened by reason of noncompliance by Agency, its employees, agents or other representatives with any Applicable Law. (4) During the Term of this agreement, Agency, at its sole cost and expense, shall maintain commercial general liability insurance, with a combined single limit of not less than one million dollars ($1,000,000.00) per occurrence with two million dollars ($2,000,000.00) aggregate coverage, in customary form, including broad form general liability, automobile liability, and workers' compensation coverage. All policies of insurance that Agency must furnish pursuant to the terms of this agreement are to be issued in the name of Agency, will name Property and Macy's West Stores, Inc. and their respective affiliated companies as additional insureds, contain an endorsement whereby the insurer agrees that such coverage is primary and not contributory with or in excess of any coverage that any of such additional insureds may otherwise have recourse and will provide for notification to Property at least ten (10) days before cancellation, reduction or substantial modification thereof. Agency shall deliver to Property certificates evidencing the foregoing insurance to Property's satisfaction, which Agency must furnish to Property prior to the commencement of the Permitted Use and thereafter renewal certificates by not less than ten (10) days prior to the expiration dates of policies theretofore in effect. Agency forever releases and discharges Property, Macy's West Stores, Inc. and its affiliates, and all of their officers, employees, subsidiaries, shareholders and agents from all present and future claims, actions, causes of actions, suits, and demands of any kind that may be made by Agency, its employees, officers, its assigns or any third party arising from or in connection with the Permitted Use, including those based on bodily injury or property damage, death, whether or not caused by the negligence or fault of the parties being released and as may relate to or result from Macy's AP Procedure AP-0026 Law Enforcement Simulation —Active Shooter (Effective 6/2112022) Page 1 of 2 macy's any act or omission of Agency or any of its employees, agents, or representatives. Under no circumstances shall Property or Macy's West Stores, Inc. be liable for any such harm or liability. Specifically, Property and Macy's West Stores, Inc. shall not be liable for any claims for loss, theft, damage, disappearance or injury or death of any person or to any property of any nature, including without limitation, claims, demands, fines, penalties, actions, judgments, settlements, liens, damages, losses or costs (including, without limitation, reasonable attorney's fees and costs (each a "Claim") related directly or indirectly to, or arising out of, the use of the Property by any person or the use of any other person's property by any person, including without limitation, Agency, its employees, agents, or other representatives or in transit or delivery to or from the Property, whether such loss is caused in whole or in part by any act or omission of Property, its employees, agents, representatives or any other occupant of the Property or any of their successors or assigns, or of any adjacent or contiguous property, or any other cause. Agency agrees to indemnify and defend Property, Macy's West Stores, Inc. and its affiliates, officers, employees, subsidiaries, shareholders and agents (hereinafter jointly referred to as "Indemnitee") against and hold them harmless from any and all claims, causes of actions, damages, judgments, cost or expenses, including attorney fees, which in any way arise from the activity of this agreement and which include but are not limited to damages to or destruction of any property of the Indemnitee, injury or death of Indemnitee, Agency agents or any third party or any liability arising from the act or negligent act of the Indemnitee, Agency or a third party. If any action or proceeding indemnified under this agreement is brought where Indemnitee is named as a party, if requested by Indemnitee, Agency shall defend any such action or proceeding, employing counsel selected by Indemnitee at the sole cost of Agency. Agency shall not settle any Claims that may bind or affect Indemnitee without Indemnitee's prior written consent. The provisions of this Indemnification shall survive the termination of this agreement and shall continue in full force and effect with respect to any Claim described herein regardless of the date on which such Claim may be asserted. This release and any dispute arising from or involving this release, shall be governed by and construed in accordance with the laws of the State of California. Agency hereby freely and voluntarily agrees to this release. [Signatures follow on next page] Macy's AP Procedure AP-0026 Law Enforcement Simulation —Active Shooter (Effective 6/21/2022) Page 1 of 2 macys IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: NN HALL 1 y Clerk CITY OF SANTA ANA ;v- KRISTINE RIDGE City Manager APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA R. CARVALHO City Attorney By: TAMARA BOGOSIAN VALENTIN Senior Assistant City Attorney Chief of Police Macy's AP Procedure AP-0026 Law Enforcement Simulation —Active Shooter (Effective 6/21/2022) Page 1 of 2