HomeMy WebLinkAboutContract 52280 . 4
CITY SECRETARY
CONTRACT NO._L olol$0
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LIMITED LICENSE AGREEMENT
a� 10 2p19 BETWEEN
t`�0�5��� pal THE CITY OF FORT WORTH
AND
TANGER MANAGEMENT,LLC
This Limited License Agreement (hereinafter "Agreement") is entered into this _5j:fj day of
Ct„ , 2019 (hereinafter "Effective Date"), by and between Tanger Management,
LLC(he einafter"TANGER"),with an address at 3200 Northline Avenue,Suite 360,Greensboro,
North Carolina 27408,and City of Fort Worth, with an address of 200 Texas Street,Fort Worth,
Texas 76102 (hereinafter "CITY.") TANGER and CITY may hereinafter be referred to
individually as a"Party" or collectively as the"Parties."
WHEREAS TANGER manages the retail outlet shopping center known as Tanger Outlet Center,
15853 North Freeway, Fort Worth, Texas 76177(hereinafter"Shopping Center.")
WHEREAS CITY desires a non-exclusive right to enter upon and use a certain area of the
Shopping Center, and TANGER desires to extend such right to CITY, for the sole and limited
purpose of hosting a "Safety Fair" community event spotlighting police department services
("Event") subject to the terms and conditions contained herein ("Purpose.")
NOW THEREFORE, in consideration of the mutual covenants and consideration contained
herein,the receipt and sufficiency of which is hereby acknowledged, TANGER and CITY agree
as follows:
1 TERM: The term of this Agreement shall commence the Effective Date and shall terminate at
2:00pm(local time)on May 25, 2019 unless terminated earlier as provided for herein.
2. LICENSE: TANGER hereby grants to CITY a limited license whereby CITY shall be
permitted to coordinate and hold the Event, which shall be open and free to the public, from
10:00am-1:00pm (local time) on May 25,2019 for the purpose of providing information to the
public about police department services such as SWAT, Communications, Citizens on Patrol,
Neighborhood Watch,Mounted, and public/personal safety info. CITY shall be permitted to
engage and utilize vendors at the Event, subject to TANGER's prior consent and approval and
adherence to the terms of this Agreement, whose sole purpose shall be to demonstrate ways to be
safe inside/outside of the home. CITY shall have no rights or permissions other than those
expressly set forth in this Agreement.
3. FEES: Intentionally deleted.
4. PREMISES: TANGER shall permit the Event to be held at the Shopping Center in the
specific location noted on Exhibit A("Premises"),which is attached hereto and incorporated
herein by reference. TANGER reserves the right to change the location for the Event within the
Shopping Center in its sole discretion. CITY shall not occupy any location or area within the
Limited License Agreement Page t of 7
Between the City of Fort Worth and OFFICIAL RECORD
Tanger Management,LLC
CITY SECRETARY
FT. WORTH,TX
Shopping Center for the Purpose hereunder,without Tanger's express written consent, other than
the expressly defined Premises.CITY shall exercise reasonable care not to damage the Premises
in any way and shall be solely liable for any repairs needed in order to return the Premises to the
condition it was in as of the beginning of the Event,ordinary wear and tear excepted.
5. WARRANTIES: TANGER makes no representations or warranties,whether express or
implied,as to the fitness of,condition of,or suitability of the Premises or the Shopping Center
for the purpose intended and/or actual use of the Premises by CITY. CITY agrees to accept the
Premises in its"as is"condition at the time of entry and occupancy. TANGER shall not be
responsible for supplying any items or materials to the Premises of for the Event unless expressly
set forth in this Agreement or any exhibits attached hereto. TANGER makes no representation
or warranties,whether express or implied,as to the number of people who will attend the Event
or patronize or visit the Shopping Center during the Term.
6. USE OF THE PREMISES BY CITY: CITY and its employees,volunteers,officers,
contractors,vendors,agents,and representatives shall(i)observe and abide by all rules and
regulations applicable to the Shopping Center, including but not limited to designated parking
areas; (ii)not cause or undertake any action which may reasonably interfere with,disrupt,or
hamper the ingress or egress of customers,patrons, invitees or others on or about the Shopping
Center;(iii) not harass,worry,pursue, solicit or inconvenience customers, patrons,invitees or
others on or about the Shopping Center; (iv) not act in any manner which might cause harm to
the name,reputation,goodwill or business of Tanger;(v)not interfere with, impede or otherwise
disrupt the operations of the businesses of TANGER or its tenants; (vi) not make any
modifications, installations, additions,or other changes to the Premises without the prior written
approval of TANGER and(vii)adhere to and comply with all applicable laws regulations,
ordinances,codes and directives at all times.
TANGER reserves the right, in its sole discretion and in addition to the pursuit of other remedies
available at law or in equity,to remove from the Shopping Center and Premises any employee,
volunteer,agent,representative, contractor or vendor of CITY who fails to adhere to the terms of
this Agreement or who is otherwise engaged in conduct which may be damaging to the property,
reputation,employees,customers,or tenants of TANGER.
7. LICENSES AND PERMITS: CITY shall obtain and maintain, at its sole cost and expense,
any and all permits,authorizations and licenses necessary for it to engage in the Purpose and
operate under this Agreement,and,upon request, shall make the same available to TANGER for
inspection. CITY shall be solely liable and pay for any and all necessary fees,taxes or amounts
in order for it to engage in the Purpose hereunder. In the event any fine,penalty,sanction,action
or fee("Claim") is assessed against CITY or TANGER for CITY's failure to comply with any
provision of this section,TANGER shall have no liability therefor, and CITY shall promptly
pay, satisfy and resolve such claim.
8.ASSUMPTION OF RISK: To the fullest extent permitted by law, CITY acknowledges and
agrees that it assumes all risk for itself and its employees,at CITY's sole cost and expense, for
any and all damage, loss,theft, claims, injury or death caused to any person,vehicle,personal
property,equipment, and/or any other item(s)("CITY's property") located on or about the
Limited License Agreement Page 2 of 7
Between the City of Fort Worth and
Tanger Management,LLC
Premises or used in connection with the Purpose, including but not limited to damage,
destruction or injury caused by other individuals,exposure to the elements,acts of nature,or the
like.
9. INDEMNIFICATION and LIABILITY: To the fullest extent permitted by law, CITY
shall indemnify,defend and hold TANGER harmless from any and all demands,claims,causes
of action,judgments or liability(including,without limitation,the costs of suit and reasonable
costs of experts and attorneys)arising from damage to or destruction of property(including,
without limitation,real and personal) or bodily or personal injuries(including,without
limitation, death),whether arising from tort, contact or otherwise,that occur directly or indirectly
from the gross negligence or willful misconduct of CITY, its employees,officers,contractors,
vendors, agents, or representatives or the failure of CITY to comply with its obligations and
responsibilities as set forth herein.
10. INSURANCE: CITY shall maintain all insurance as set forth in Exhibit B,which is
attached hereto and incorporated herein by reference. CITY shall insure that any vendors
utilized for the Event are either(i)covered by CITY's insurance or(ii)maintain commercial
insurance pursuant to the below requirements, which affords coverage for the Shopping Center
and which shall name TANGER as additional insured. The required minimum insurance
coverage for vendors in such an event is as follows:
GENERAL LIABILITY Each Occurrence $ 1,000,000.00
General Aggregate $ 2,000,000.00
AUTOMOBILE Combined Single Limit$ 1,000,000.00
WORKERS COMPENSATION $ 100,000 Employers Liability-Each
Accident
$ 100,000 Employers Liability-Disease
Each Employee
$500,000 Employers Liability-Disease
Policy Limit
ADDITIONAL INSURED Tanger Fort Worth,LLC
Tanger Properties Limited Partnership
Tanger Management,LLC
CERTIFICATE HOLDER Tanger Management,LLC
3200 Northline Ave., Suite 360
Greensboro,NC 27408
Limited License Agreement Page 3 of 7
Between the City of Fort Worth and
Tanger Management,LLC
11. NON-ASSIGNMENT: CITY understands and agrees that, except as is expressly
permitted pursuant to the terms of this Agreement, it may not assign,transfer or pledge in any
manner any rights created under this Agreement,or sublet the Premises or any part thereof,
without the prior written consent of TANGER.
12. USE OF MARKS: Unless specifically provided for herein, neither Party shall use the
name,mark,trademark, copyright, logo, sign,symbol or otherwise,or any derivative thereof,
(hereinafter collectively"Marks")of the other Party without the prior written consent and
approval of the owning Party.
13. FORCE MAJEURE: In the event that the Shopping Center is closed or unsuitable for the
Event,in TANGER's sole reasonable discretion, due to events beyond TANGER's reasonable
control and without its fault or negligence,including,but not limited to,acts of God,acts of the
public enemy, insurrections,riots,embargoes,labor disputes,including strikes,lockouts,job
actions or boycotts,fires,explosions or floods,then TANGER shall be excused from its
obligations hereunder without liability,and both Parties shall work together to attempt to
reschedule the Event at another mutually convenient time.
14. RIGHT TO TERMINATE: Either Party may terminate this Agreement for any reason and
without further liability upon thirty(30)days prior written notice to the other Party.
15. NO JOINT VENTURE: This Agreement does not constitute and shall not be constructed
as constituting a partnership or joint venture between or among CITY or TANGER. Each Party
is and will remain an independent contractor.Neither Party shall have any right to obligate or
bind the other Party in any manner whatsoever,except as expressly set forth herein.
16. NOTICES: Notices may be given to a Party either in person or by courier,with signature
upon delivery and acceptance required,at the addresses contained herein. In the event a Party
changes its primary address during the duration of this Agreement,said Party shall promptly notify
the other Party of its new address.
17. ATTORNEYS' FEES and COURT COSTS: In the event of any litigation between the
parties pertaining to this Agreement,the prevailing party shall be entitled to recover, in addition
to any damages or equitable relief,the costs and expenses of litigation, including court costs and
reasonable attorneys' fees. This provision shall survive the completion or any termination of this
Agreement and shall remain enforceable between the parties.
18. GOVERNING LAW: This Agreement shall be governed by and construed in accordance
with the laws of the state in which the Shopping Center is located,and each Party hereby submits
to the jurisdiction and venue of the state and federal courts of that state.
19. SEVERABILITY: Should any provision of this Agreement be held as invalid, illegal, or
void by a court of competent jurisdiction,then that provision shall be struck and severed from
the body of the Agreement,but all remaining provisions shall remain in full force and effect to
the fullest extent permitted by law.
Limited License Agreement Page 4 of 7
Between the City of Fort Worth and
Tanger Management,LLC
20. ENTIRE AGREEMENT: This Agreement sets forth the entire Agreement between the
parties and all prior discussions and writings are to be deemed merged herein. This Agreement
may not be modified, altered,or amended,unless such alteration,modification or amendment is
in writing and signed by both parties hereto. This Agreement shall be binding on both parties,
I their respective heirs, successors and assigns.
I
21. NO WAIVER: No waiver under this Agreement shall be effective unless in writing and
signed by both Parties.No waiver by a Party of any default or breach will be deemed a waiver of
any subsequent default or breach.No failure or delay by a Party to exercise any right it may have
due to the default or breach of the other Party will operate as a waiver of such default or breach
or prevent the exercise of any right of such Party,or the enforcement of any obligation of the
other Party,under this Agreement.
22. COUNTERPARTS: This Agrec mint may be executed in counterparts,each,when
considered with the other, shall constitute a full and complete Agreement.
IN WITNESS WHEREOF the parties hereby agree to the terms of this Agreement and affix
their signatures on this the date first above written.
Tanger Management, LLC
By Y l
Its uthortzed Age { �Q �V rn !V� �1r°
rl N , � V
Name and Title
City of Fort Worth
By:
Jesus J. Chapa
Assistant City Manager
Limited License Agreement OFFICIRVII&OR®
Between the City of Fort Worth and
Tanger Management,LLC CITY SECRETARY
FT WORTH,TX
ADDENDUM TO AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND TANGER MANAGEMENT,LLC
TITLE OF AGREEMENT: Limited License Agreement Between the City of Fort Worth and
Tanger Management,LLC for Use of General Facilities("the Agreement")
Notwithstanding any language to the contrary in the attached Agreement presented by Tanger
Management,LLC, ("Tanger") for use of general facilities ("services") on May 25, 2019 , the
City of Fort Worth("City")and Tanger (collectively the"parties")hereby stipulate by evidence
of execution of this Addendum ("Addendum") below by a representative of each party duly
authorized to bind the parties hereto, that the parties hereby agree that the provisions in this
Addendum below shall be applicable to the Agreement as follows:
1.Insurance: The City is a governmental entity under the laws of the state of Texas and pursuant
to Chapter 2259 of the Texas Government Code,entitled"Self-Insurance by Governmental Units,"
is self-insured and therefore is not required to purchase insurance. To the extent the Agreement
requires the City to purchase insurance, the City will provide a letter of self-insured status as
requested by Company.
2. Indemnity: To the extent the attached Agreement requires the City to indemnify, defend, or
hold Company or any third party harmless from damages of any kind or character, or requires
reimbursement,or monetary liabilities of unspecified amounts,the City objects to these terms and
any such terms are hereby deleted from the Agreement and shall have no force or effect.
3. Sovereign Immunity: Nothing herein constitutes a waiver of the City's sovereign immunity.
To the extent this Agreement requires the City to waive its rights or immunities as a government
entity, such provisions are hereby deleted and shall have no force or effect.
4. No Debt: In compliance with Article I I § 5 of the Texas Constitution, it is understood and
agreed that all obligations of the City hereunder are subject to the availability of funds. If such
funds are not appropriated or become unavailable, the City shall have the right to terminate this
Agreement except for those portions of funds which have been appropriated prior to termination.
5.Addendum Controlling: If any provisions of the attached Agreement, conflict with the terms
herein,are prohibited by applicable law,conflict with any applicable rule,regulation or ordinance
of the City,the terms in this Addendum shall control.
6. Law and Venue: The Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed in accordance with the laws of the United States and state of Texas,
exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall
be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement is
required to be governed by any state law other than Texas or venue in Tarrant County,City objects
to such terms and any such terms are hereby deleted from the Agreement and shall have no force
or effect.
Addendum to the Limited License Agreement Page 6 of 7
Between the City of Fort Worth and
Tanger Management,LLC
Executed this the y of 2019.
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
By: ensuring all performance and reporting
Jesus J. Chapa requirements.
Assistant City Manager
Date: 57� 2,-/4
By.
Approval Recommended: Rosalinda Mendoza
Human Services Specialist
Approved as to Form and Legality:
By:
li,
Noel F. Fitzgerald, Sr.,Ph.D.
Chief of Police By: i
omas R.Hansen
Assistant City Attorney
fi! FORT
tract Authorization:
By: N/A
ary J. a
CitySecre ar
TANGER:
Tanger Management,LLC
By: --�—
Name: 1 L Daae,
Title:
Date: Lj ' 2 •lq
OFFICIAL RECORD
Addendum to the Limited License Agreement Pa e 7 of 7
Between the City of Fort Worth and CITY SECRgiARY
Tanger Management,LLC FT. WORTH,TX