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HomeMy WebLinkAboutContract 50650 e {e A DETAIL PEAL FFTAiF tl`71^7RETARY i:T NO. y CIDAPR ?c;o EVENT AGREEMENT (Single Shopping Center) CID �Cl)ystel?, q�a�AT// <F �T Event 4"e reement") is made as of this day, Thursday, April 5, 2018, ("Effective Date") by and between the owner that ecuted ement("Owner") and '�anizer"). n V < a� Gr F II/c//-f WHE Wer owns the Shopping Center listed on ExKibit A ("Shopping Center"), or pursuant to an easement agreement with the owner of the Shopping Center Owner has the right to contract for and provide the services described herein to the Shopping Center, and has engaged affiliate General Growth Services, Inc.to provide the Services as further set forth herein and in Exhibit A. WHEREAS, Organizer seeks to conduct an event in a portion of the common area of the Shopping Center as more particularly described herein. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,the parties hereto agree as follows: TERMS AND CONDITIONS 1. TERM. The "Term" of this Agreement shall begin on the Effective Date and shall terminate on the "Expiration Date" specified on Exhibit A. The Event (as hereinafter defined) shall be conducted during the "Event Term" specified on Exhibit A. 2. EVENT. During the Event Term, Organizer shall conduct the event described on Exhibit A in a portion of the common area of the Shopping Center more particularly described on Exhibit A ("Premises"). Any activities conducted and/or exhibition of any displays, sets, signs, decorations, materials, advertising collateral and/or equipment of Organizer specified on Exhibit A (collectively the"Event Elements") during the Event Term shall be collectively referred to herein as the"Event". If storage of any Event Elements is included in the services and/or benefits provided Owner as more particularly specified on Exhibit A ("Services"),the Premises is deemed to include the area(s) in which such Event Elements are stored. 3. EVENT FEE. In consideration for the rights granted by Owner under this Agreement, Organizer agrees to pay the"Event Fee"to "Payee"at the address and pursuant to the payment schedule,all as set forth on Exhibit A. If the Event Fee, or any portion thereof, is not paid within ten (10) days of when due, the unpaid balance of all, or the then due portion, of the Event Fee will be assessed a service fee of one and one-half percent (1.5%) per month to the extent allowed by law. Owner will have the right to suspend and/or terminate the Services and Organizer's access to the Premises if Organizer fails to timely pay Payee in accordance with the terms of this Agreement. If it becomes necessary for Owner to remove any or all elements of the Event and/or other personal property of Organizer from the Premises as a result of Organizer's default, Organizer shall reimburse Owner for all reasonable costs incurred in connection therewith upon fifteen (15) days'written notice. If Organizer fails to satisfy the obligations required to gain access to the Premises as provided in Sections 4A, 4B and 4C of this Agreement,Organizer shall not be relieved of its obligation to pay the Event Fee. 4. ORGANIZER'S OBLIGATIONS. A. Submission of Event Elements. By the "Delivery Date" specified on Exhibit A, Organizer agrees to deliver to Owner all Event Elements specified on Exhibit A, which may include without limitation camera-ready artwork, advertising collateral, display or set designs, signs, copy, electronic files, activity plans and schedules, promotional materials and/or samples to be distributed and/or such other materials, logos, trademarks and designs to be used in connection with the Event, as are necessary for Owner to approve the Event and provide the Services pursuant to this Agreement. B. Permits. Organizer shall procure and keep in full force and effect, at its sole cost and expense, from governmental authorities having jurisdiction over the Shopping Center, any and all licenses, permits, bonds or other authorizations necessary to conduct the Event as contemplated under this Agreement. Organizer will notify Owner immediately if Organizer fails to obtain the required permits and licenses prior to commencement of the Event. A copy of any required permits or licenses shall be provided to Owner prior to commencement of the Event and the provision of such permits or licenses to Owner is a condition precedent to any access to the Premises C. Insurance. Organizer shall provide the insurance coverage set forth on_F_Y.W L2.att@Gh"'d hereto and deliver to Owner a certificate of insurance described therein prior to commencement c f the Event. D. Event Set-up and Operation. Organizer shall have the sole resp Aibility of conducting th Event,which may include the ~ 4/5/2018 Fort Worth Library/ outhwest Regional Library Hulen Mall Deal ID:S0386188 Page 1 of 11 �,i. ,.w Kim Hill GGP erection and installation of any Event Elements authorized by Owner, unless erection and installation are included in the Services. Organizer shall install the Event Elements and promptly repair at its sole cost and expense any damage to the Shopping Center caused by Organizer, any contractors or other providers of Organizer, exhibitors and/or participants in the Event (each a "Contractor" and collectively the "Contractors"), or their respective employees, agents, affiliates or subcontractors in connection with the set-up of the Event. Organizer shall maintain the Event Elements and conduct the Event solely on the Premises in a clean and orderly manner that exemplifies a first-class shopping center. In no event shall Organizer, any Contractor or any of their employees, agents, affiliates, subcontractors or suppliers (collectively "Organizer Parties") hawk or otherwise create a nuisance in the Shopping Center. E. Removal of Event Elements. Upon the earlier of the expiration of the Event Term or termination of this Agreement, Organizer shall remove all Event Elements from the Premises, repair damage caused by such removal and peaceably yield up to Owner the Premises in good order, repair and condition. Until such time as all Event Elements are removed, Organizer's obligations shall continue as set forth in this Agreement. In the event Organizer does not remove all Event Elements at the expiration of the Event Term or earlier termination of this Agreement, Owner shall provide Organizer with written notice of Organizer's failure to remove the Event Elements from the Premises. Such written notice shall provide Organizer with one (1) day for the purpose of removing the Event Elements from the Premises ("Notice Period"). In the event Organizer does not remove any or all of the Event Elements within the Notice Period,Owner shall have the right, in its sole and absolute discretion, to either remove and store the Event Elements or dispose of the Event Elements at Organizer's sole cost and expense.Organizer shall have no claim against Owner for such removal,storage and/or disposal. F. Compliance With Law. Organizer agrees to perform all of its obligations under this Agreement in a professional manner and shall comply with all federal, state and local laws, statutes, ordinances, rules, regulations, codes and other governmental requirements. G. Acknowledgement. Organizer acknowledges and agrees that Owner's ability to provide access to the Premises and the Services is contingent upon Organizer's timely performance of Organizer's obligations under this Agreement and Organizer's failure to perform any of its obligations shall be a material breach of this Agreement. 5. OWNER'S OBLIGATIONS. Owner shall review and approve in writing, in its sole discretion, all Event Elements. Owner reserves the right during the Term to reject any or all Event Elements for any reason or no reason and to curtail or regulate any or all Event Elements including without limitation sound levels thereof and Organizer Parties, at Organizer's expense. Subject to Organizer's obligations set forth in Section 4 of this Agreement and Owner's approval of the Event, Owner shall provide to Organizer and each authorized Contractor access to the Premises during the Event Term in accordance with this Agreement. Organizer and each authorized Contractor shall be allowed access to, and use of,the loading dock and parking lot at reasonable times, as determined by Owner and as needed to perform Organizer's obligations under this Agreement. Owner shall also provide to Organizer the Services. 6. CONTRACTORS. Organizer shall be responsible to procure any and all Contractors necessary for the Event. Organizer shall supply Owner with a list of all proposed Contractors at least five (5) business days prior to commencement of the Event.The list shall specify the names, addresses and type of each Contractor. Organizer agrees that only Contractors approved by Owner in writing will be permitted to enter the Premises. Organizer acknowledges and agrees that Owner shall not approve of, or permit, any such Contractor to enter the Premises, until Owner has received from each Contractor (i) a certificate of insurance evidencing insurance coverage set forth on Exhibit B attached hereto satisfactory to Owner and (ii) an original of Exhibit C signed by an authorized representative of each Contractor, without any modification. Any exception or modification to the foregoing requirements shall be in Owner's sole and absolute discretion. 7. INTELLECTUAL PROPERTY RIGHTS. A. Each party owns and shall retain all right,title and interest in and to its trademarks and service marks (collectively"Marks"). Neither party shall, in any way during the Term or thereafter, directly or indirectly do or cause to be done any act or thing contesting or in any way challenging any part of the other party's right, title and interest in such party's Marks. Without the prior written consent of Owner, Organizer shall not, while this Agreement is in effect or thereafter, use or permit the use of Owner's name or the name of any affiliate of Owner, or the name, address or any picture or likeness of, or reference to,the Shopping Center in any advertising, promotional, or other materials. B. Owner may make still, digital, video and/or photographic images or recordings of the Shopping Center which may include the Event Elements, Organizer's Marks and/or other materials of Organizer's displayed at the Shopping Center during the Term. Owner shall have the right to use such images or recordings for purposes of promoting the Shopping Center and marketing activities at the Shopping Center. 8. REPRESENTATIONS AND WARRANTIES. A. Organizer represents and warrants that (i) the production, operation, broadcasting, advertising and promotion of the Event and the use of the Event Elements as provided in this Agreement will not violate the trademark rights, copyrights, the right 4/5/2018 Fort Worth Library/Southwest Regional Library Hulen Mall Deal ID:S0386188 Page 2 of 11 Kim Hill e NEi41L NEAT ESTeTE COM PAwY of privacy or publicity or constitute a libel or slander, or involve plagiarism or violate any other rights of any person or entity; (ii) it has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms and there are and shall be no agreements (oral or written) which conflict with Organizer's full performance hereof; and (iii) it has inspected the Premises and acknowledges that such area is safe and suitable for the Event contemplated hereunder. B. Owner represents and warrants that it has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms and there are and shall be no agreements (oral or written) which conflict with Owner's full performance hereof. 9. INDEMNIFICATION. A. Organizer shall indemnify, hold harmless, defend and reimburse Owner, including Owner's parent companies, subsidiaries and affiliates, and their respective employees, officers, members, partners and directors, ("Indemnified Parties") from and for all claims, losses, damages, liabilities, expenses, encumbrances, attorneys' fees and litigation expenses (collectively "Claims") which arise or are alleged to arise wholly or partly out of: (i) any violation of this Agreement by Organizer or any Contractor; or (ii) any negligence or intentional misconduct or other action or omission of any of the Organizer Parties. Without limiting the generality of the foregoing, such Claims include matters involving: (a) bodily or personal injury, sickness or disease or death of any of the Organizer Parties,the Indemnified Parties or third parties who are in or may be in the Shopping Center from time to time; (b) losses of, or damage to, personal, intangible or real property of any of the Organizer Parties, the Indemnified Parties or third parties who are in or may be in the Shopping Center from time to time (including reduction in value and loss of use or income); (c) employer-employee relations of the Organizer Parties; (d) infringement of any intellectual property or proprietary rights; or (e) claims for express or implied indemnity or contribution arising by reason of any Claims. B. Owner shall indemnify, hold harmless, defend and reimburse Organizer, including Organizer's parent companies, subsidiaries and affiliates, and their respective employees, officers, members, partners and directors, from and for all Claims which arise or are alleged to arise out of: (i) Owner's breach of any of its representations,warranties or obligations under this Agreement; or (ii) Owner's negligence or intentional misconduct or other action or omission of Owner, its affiliates,subcontractors, employees and agents. C. This Section 9 shall survive the expiration or earlier termination of this Agreement, and shall not be construed to provide for any indemnification which would, as a result thereof, make the provisions of this Section 9 void, or to eliminate or reduce any other indemnification or right which any indemnitee has by law. 10. LIMITATION ON LIABILITY. Organizer hereby agrees to be solely responsible for any loss or damage to the Event Elements and any other equipment or property of Organizer or the Contractors or injury to any of the Organizer Parties resulting from the use of the Premises, except to the extent such loss or damage is caused by the gross negligence of Owner. Owner shall not be liable to any of the Organizer Parties for any loss or damage to any property of any Organizer Parties, including without limitation for any removal of such property by Owner during the Event Term or upon the earlier of the expiration of the Event Term or termination of this Agreement. Except as specifically provided in this Section 10, Organizer waives any claim against Owner for any damage to any property of the Organizer Parties and will obtain a similar waiver from any Contractor. No representation, guarantee, assurance or warranty is made or given by Owner that the security procedures used by Owner, if any, will be effective to prevent (i) injury to Organizer, any Contractor, guests, or any other person who is or may be in the Shopping Center from time to time or (ii) damage to, or loss (by theft or otherwise) of any property of the Organizer Parties or of the property of any other person who is or may be in the Shopping Center from time to time. ORGANIZER EXPRESSLY UNDERSTANDS AND AGREES THAT OWNER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF DATA, LOSS OF AIR TIME, OR OTHER INTANGIBLE LOSSES (EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).THE AGGREGATE LIABILITY OF OWNER FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING,WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT)ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO, BUT NOT TO EXCEED, THE AMOUNT ACTUALLY PAID BY ORGANIZER TO PAYEE UNDER THIS AGREEMENT. 11. RELOCATION; REMOVAL. Owner has the right in its sole discretion to relocate the Premises within the Shopping Center for any reason, including but not limited to remodeling or construction, whether temporarily or permanently. In the event of such relocation Owner shall provide Organizer with notice of the relocation and shall make reasonable efforts to relocate the Premises at Owner's expense to a location within the Shopping Center that offers comparable exposure to Organizer, as determined by Owner. If it is not feasible to relocate as determined by Owner, Owner shall reimburse to Organizer the unearned portion of the Event Fee paid to Owner based on the remaining portion of the Term. Such reimbursement shall be the sole and exclusive 4/5/2018 Fort Worth Library/Southwest Regional Library Hulen Mall Deal ID:S0386188 Page 3 of 11 Kim Hill remedy available to Organizer in the event relocation of the Premises is not feasible. During the Event Term, Owner has the right in its sole discretion to remove any or all Event Elements for any reason, including without limitation default by Organizer, or no reason. Owner shall reimburse to Organizer the unearned portion of the Event Fee paid to Owner based on the remaining portion of the Term for any removal not caused by Organizer's breach of this Agreement. Such reimbursement shall be the sole and exclusive remedy available to Organizer for such removal of any or all elements of the Event. 12. TERMINATION; FAILURE TO PERFORM. A. Termination for Cause. Unless cured within ten (10) business days of the alleged breach (but in no event later than one (1) business day prior to commencement of the Event) either party may terminate this Agreement upon notice if the other party commits a material breach of this Agreement; or at any time upon written notice if the other party ceases its business operations, becomes insolvent or unable to pay its debts as they mature, makes a general assignment for the benefit of its creditors, is the subject of an appointment of a receiver or trustee for its business at the Shopping Center, or files or has filed against it proceedings under any provision of the United States Bankruptcy Code, as codified at 11 U.S.C. Sections 101, etseq. or similar law, as such may be amended from time to time. Any such notice of termination shall identify the Shopping Center to which it applies and specify the alleged breach or cause in reasonable detail. In the event of termination of this Agreement by Owner pursuant to this Subsection 12A, in addition to any other remedies available to Owner at law, in equity or otherwise, Organizer shall pay to Owner the Event Fee. B. Termination without Cause. Owner may terminate this Agreement immediately upon notice to Organizer at such time as Owner may elect without cause. If Owner terminates this Agreement without cause, Owner shall refund to Organizer the unearned portion of the Event Fee paid to Owner based on the remaining portion of the Term. 13. GENERAL PROVISIONS. A. Entire Agreement. This Agreement, which includes the exhibits referenced herein and attached hereto, sets forth the entire understanding and agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, representations, warranties, understandings and commitments of the parties, whether oral or written, with respect thereto. B. Assignment. This Agreement may not be assigned, in whole or in part, by the Organizer without the prior written consent of Owner. Owner may freely assign this Agreement to any affiliate or to any other assignee, provided that any such assignee(other than an affiliate)agrees in writing to fulfill all obligations of Owner under this Agreement. C. Audit.This Section shall apply if the Event Fee is based on a percentage of Organizer's sales. At any time during the Term and for one (1) year after the Expiration Date, GGP shall have the right, upon reasonable notice to Organizer to inspect and/or audit the records of Organizer directly related to the calculation of the percentage rent to verify the accuracy of any information provided by Organizer to GGP. Such inspection shall occur at Organizer's headquarters during mutually agreed upon dates and times during regular business hours. D. Notices. All notices, requests and approvals required under this Agreement must be in writing and addressed to the other party's designated contact for notice as set forth on Exhibit A, or to such other address as such party designates in writing. All such notices, requests and approvals will be deemed to have been given either when personally delivered or upon delivery by either registered or certified mail, postage prepaid with return receipt requested, or by a recognized commercial courier service providing proof of delivery or, in the absence of delivery, on the date of mailing. Every notice shall identify the Shopping Center to which it applies. The provisions of this Section 13C shall survive termination of this Agreement. E. Governing Law; Disputes. This Agreement shall be governed by, construed and enforced in accordance with the laws of the state in which the Shopping Center is located without regard to its choice of law or conflicts of laws provisions. The parties hereby waive trial by jury. If either party shall institute any action or proceeding against the other relating to the provisions of this Agreement, the prevailing party in the action or proceeding shall be entitled to recover all reasonable costs and attorneys'fees from the unsuccessful party. F. Reformation and Severability. If any provision or term of this Agreement shall, to any extent, be held invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall, to the extent possible, be modified in such a manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties as expressed herein, and if such a modification is not possible, that provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. G. Waivers; Modification; Amendment. No waiver, modification or amendment of any term or condition of this Agreement 4/5/2018 Fort Worth Library/Southwest Regional Library Hulen Mall Deal ID:S0386188 Page 4 of 11 Kim Hill shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly authorized representatives, and specifying with particularity the nature and extent of such waiver, modification or amendment and the Shopping Center to which it applies. The failure of a party at any time to exercise any of its rights or options under this Agreement shall not be construed to be a waiver of such rights or options or prevent such party from subsequently asserting or exercising such rights or options, nor shall it be construed, deemed or interpreted as a waiver of, or acquiescence in,any such breach or default or of any similar breach or default occurring later. H. Independent Contractor. The parties are independent contractors with respect to one another and to this Agreement and shall not be construed to be the agent of the other under any circumstances. Neither party shall make any express or implied agreements,warranties,guarantees or representations or incur any debt in the name of, or on behalf of,the other or be obligated by or have any liability under any agreement or representations made by the other that are not expressly authorized in writing. I. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement,except for the obligation to pay, if such delay or failure is caused by a force beyond such party's control. J. Counterparts. This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, each of which,when executed and delivered,shall be deemed to be an original and all of which,when taken together, shall constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by electronic mail or facsimile shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement electronically or by facsimile shall also deliver a manually executed counterpart of this Agreement; provided, however, the failure to deliver a manually executed counterpart shall not affect the validity,enforceability and binding effect of this Agreement. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. ORGANIZER: OWNER: Fejt U"- c =FF ������r HULEN MALL,LLC,a Delaware limited liability compan By: a — By: � Its. Authorized Signatory I 4/5/2018 Fort Worth Library/Southwest Regional Library Hulen Mall Deal ID:S0386188 Page 5 of 11 Kim Hill EXHIBIT A 1. SHOPPING CENTER; EVENT TERM. Owner Entity: HULEN MALL, LLC Property Name: Hulen Mall Attn: Kim Hill 4800 S. HULEN ST p: (817) 953-9606 SUITE 250 e: kimberly.hill@generalgrowth.com FORT WORTH,Texas 76132 Date/Time Location(ss)/Event Elements 04/03/2018-04/03/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10'up to 500 sq.ft. 04/07/2018-04/07/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10' up to 500 sq.ft. 04/10/2018-04/10/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10'up to 500 sq.ft. 04/14/2018-04/14/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10' up to 500 sq.ft. 04/17/2018-04/17/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10' up to 500 sq.ft. 04/21/2018-04/21/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10' up to 500 sq.ft. 04/24/2018-04/24/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10' up to 500 sq.ft. 04/28/2018-04/28/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10' up to 500 sq.ft. 05/01/2018-05/01/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10' up to 500 sq.ft. 05/05/2018-05/05/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10' up to 500 sq.ft. 05/08/2018-05/08/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10' up to 500 sq.ft. 05/12/2018-05/12/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10' up to 500 sq.ft. 05/15/2018-05/15/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10'up to 500 sq.ft. 05/19/2018-05/19/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10'up to 500 sq.ft. 05/22/2018-05/22/2018 Hulen Mall (4263)-Center Court/Event-above 10'x10'up to 500 sq.ft. 2. EXPIRATION DATE. 5/22/2018 4/5/2018 Fort Worth Library/Southwest Regional Library Hulen Mall Deal ID:S0386188 Page 6 of 11 Kim Hill 3. EVENT. Preschool Story Times: geared for children who have not yet started school are scheduled at 10:30 a.m. and introduce your child to the wonder of reading and instill a love of books. Join any of these weekly story times and give your child the gift of literacy. Fort Worth Library story times are based on the Every Child Ready to Read philosophy that identifies six skills that help children to learn to read and five practices that enhance those skills. Our story times share stories, songs, rhymes, and literacy tips for caregivers to encourage children to develop a love of books,learn new words and sounds, identify letters, demonstrate how to use books and tell a story. Story time activities help children practice reading,writing,singing,talking and playing to enhance the skills they will need to learn to read. Shake Rattle and Read!: Program is 60 minutes and intended for ages 2-5.A special series for lively children. If your child has always wanted to be loud in the library,then come to this program and explore sounds, movements, stories and rhymes. No shushing allowed! These activities are free, and open to the public and requires no registration. 4. EVENT FEE;PAYMENT SCHEDULE. Total Fees: $0.00 Invoice Date Due Date Amount Sales Tax Total Amount Pymt 1: 4/3/2018 4/3/2018 $0.00 $0.00 $0.00 Revenue Account Code: 42505 Events,Sampling&Tours 5. PAYEE(S);ADDRESS(ES)OF PAYEE(S). HULEN MALL, LLC HULEN MALL SDS-12-2776 PO BOX 86 MINNEAPOLIS, Minnesota 55486-2776 6. DELIVERY DATE. 4/3/18 7. EVENT ELEMENTS. TBD 8. SERVICES. Obligations of Owner: Provide Space Owner will be responsible for providing the following services and/or benefits to Organizer: Owner Production/Construction of Materials Responsibilities: n/a Owner Installation of Materials Responsibilities: n/a Owner Maintenance of Materials Responsibilities: n/a Owner Removal of Materials Responsibilities: n/a Owner Return of Materials Responsibilities: n/a Number of Electrical Outlets Required: 0 Descriptions of Electrical Outlets Required: 0 Number of Tables Required: 0 Description of Tables Required: 4/5/2018 Fort Worth Library/Southwest Regional Library Hulen Mall Deal ID:S0386188 Page 7 of 11 Kim Hill ED A PEiAE pEAt EsiniE cOMPAHr 0 Number of Chairs Required: 0 Description of Chairs Required: 0 Number of Security Guards Required: 0 Description of Security Guards Required: 0 Number of Platforms/Stages Required: 0 Description of Platforms/Stages Required: 0 Table Skirting Required: n/a Obligations of Organizer: Provide turn key children's reading event Organizer will be responsible for providing the following services and/or benefits to Owner: Organizer Production/Construction of Materials Responsibilities: Client Responsible Organizer Installation of Materials Responsibilities: Client Responsible Organizer Maintenance of Materials Responsibilities: Client Responsible Organizer Removal of Materials Responsibilities: n/a Organizer Return of Materials Responsibilities: n/a 9. NOTICE ADDRESSES. (a) Owner: (b) Organizer: c/o General Growth Services, Inc. �e+3 etlh-Eil ery t �� F/-AAY kl� 350 N.Orleans St. Suite 300 4001 Library Lane Chicago, IL 60654 Fort Worth,Texas 76109 Attn:VP,Strategic Partnership FEIN: Phone: (817) 392-5860 With copy to: GGPLP REIT Services, LLC 350 N.Orleans St. Suite 300 Chicago, IL 60654 Attn: Legal Department-Corporate Contracts and Securities 4/5/2018 Fort Worth Library/Southwest Regional Library Hulen Mall Deal ID:S0386188 Page 8 of 11 Kim Hill A.PETRIL PFAt ESinTE CONainY EXHIBIT B INSURANCE REQUIREMENTS REQUIRED INSURANCE. Organizer and Contractor shall furnish and maintain in effect during the Term of the Agreement the insurance coverage described below: General Liability $1,000,000 Occurrence/$1,000,000 Aggregate except the Events set forth below which shall be as follows Type of event Standard GL Occurrence/ Aggregate Requirement Dances $1,000,000/$3,000,000 Petting Zoos $1,000,000/$3,000,000 Vehicle Display Events $1,000,000/$3,000,000 Vehicle Driven Events $2,000,000/$5,000,000 Food Truck Events $2,000,000/$5,000,000 Specialty Markets $2,000,000/$5,000,000 Walks/Races $2,000,000/$5,000,000 Carnivals $5,000,000/$5,000,000 Circuses $5,000,000/$5,000,000 Concerts(> 1500 attendees) $5,000,000/$5,000,000 Dunk Tank $5,000,000/$5,000,000 Rock Climbing $5,000,000/$5,000,000 E-cycling $2,000,000/$2,000,000 Medical Testing/Consultation $1,000,000/$2,000,000 Health Screenings $1,000,000/$2,000,000 Shots**(i.e.flu, etc.) $1,000,000/$3,000,000 Any Deductible or Self Insured Retention associated with this insurance in excess of$5,000 requires Owner's written consent. Professional Liability(Medical Malpractice) Medical Testing/Consultation $1,000,000/$3,000,000 Health Screenings $1,000,000/$3,000,000 Shots**(i.e.flu, etc.) $1,000,000/$3,000,000 **Organizer shall ensure that all shots are administered by a registered health professional (e.g. LPN, RN, Physician's Assistant, etc.). Automobile Liability $1,000,000 Combined Single Limit Workers'Compensation Employers'Liability Statutory $500,000 Each Accident OR $500,000 Disease, Policy Limit $500,000 Disease, Each Employee (for Monopolistic States) Evidence of Monopolistic State Workers'Compensation Coverage Stop Gap Employers'Liability $500,000 Occurrence/Aggregate Liquor Liability,or a combination of Liquor Liability Not Less Than$5,000,000 Per Occurrence and Follow Form Umbrella Liability or Follow Form Excess Liability: This insurance shall include, but not be limited to,coverage for liability (if alcohol is served) arising from premises,operations, independent contractors,and liability assumed under an insured contract. Any Deductible or Self Insured Retention associated with this insurance in excess of$5,000 requires Owner's written consent. 4/5/2018 Fort Worth Library/Southwest Regional Library Hulen Mall Deal ID:S0386188 Page 9 of 11 Kim Hill GGP POLICY REQUIREMENTS. The insurance required of Organizer and Contractor shall be issued by an insurer or insurers lawfully authorized to do business in the jurisdiction in which the Event(s)is located, and maintaining an AM Best rating of at least A-VII. The General Liability Insurance, Automobile Liability Insurance, Liquor Liability insurance, and the Follow Form Umbrella Liability Insurance or Follow Form Excess Liability Insurance shall name, as "Additional Insureds", GGP Inc., GGPLP REIT Services, LLC, General Growth Services, Inc. and Shopping Center Owner Entity (exactly as identified on Exhibit A). All Insurance policies required by this Agreement shall contain waivers of any and all rights of subrogation against the Additional Insureds, and the Liability Insurance policies required by this agreement shall contain either a cross-liability endorsement or separation of insureds provision,which provision shall permit the limits of liability under Organizer's policies to apply separately to each Additional Insured. All Insurance policies required by this Agreement shall state that they are primary and not additional to, or contributing with, any other insurance carried by, or for the benefit of the Additional Insureds with respect to the negligence of Organizer, its employees, agents, contractors and/or subcontractors. Organizer and Contractor, for both themselves and on behalf of the "Additional Insureds", shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible or self-insured retention, including any loss not covered because of the operation of such deductible or self-insured retention. Before any Event, the Shopping Center shall be furnished valid and original certificate(s) of insurance evidencing that all required insurance coverages are in force.All insurance policies required in the Agreement shall not be allowed to be cancelled, allowed to lapse or substantially modified without thirty (30) days' prior written notice to Owner, except for non-payment of premium for which ten (10) days notice shall be provided. Compliance with the insurance requirements of this Agreement shall not be relieved by Owner's, or any Shopping Center's, receipt or review of any insurance certificates. 4/5/2018 Fort Worth Library/Southwest Regional Library Hulen Mall Deal ID:S0386188 Page 10 of 11 Kim Hill GGP EXHIBIT C CONTRACTOR HOLD HARMLESS AGREEMENT The undersigned, ("Contractor"), in connection with the ("Event") to be conducted at (the "Shoppinq Center") during the Event Term specified in that certain Event Agreement dated by and between the Owner that has executed this Agreement ("Owner") and Fort Worth Library ("Organizer") will indemnify, protect, defend and hold harmless Owner, Owner's parent companies, subsidiaries and affiliates, and their respective employees, officers, members, partners and directors, ("Indemnified Parties") from and against any and all claims, damages, actions, liabilities and expenses, including,without limitation, reasonable attorneys'fees and court costs arising from or in connection with the acts or omissions of the undersigned, its officers, agents, partners, affiliates, contractors, or employees (collectively "Contractor Parties") in connection with the Event and/or the presence of Contractor Parties at the Shopping Center. Contractor waives any claim against any and all of the Indemnified Parties for any damage to Contractor's property while at the Shopping Center. Contractor: Name: Date: If a corporation By: 4/5/2018 Fort Worth Library/Southwest Regional Library Hulen Mall Deal ID:S0386188 Page 11 of 11 Kim Hill ADDENDUM TO Event Agreement BETWEEN THE CITY OF FORT WORTH AND Hulen Mall LLC This Addendum to Event Agreement ("Addendum") is entered into by and between the Hulen Mall LLC ("Company") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: 1. The event agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Event agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of this 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. Term. The Agreement shall become effective upon the signing of the Agreement (the "Effective Date") and shall expire one (_1_) years after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement. 2. Termination. a. Convenience. Either City or Company may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Company of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Addendum to Page 1 of 4 d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Company for the events actually held up to the effective date of termination. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. 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. 5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 6. Indemnity. To the extent the Agreement requires City to indemnify or hold Company or any third party harmless from damages of any kind or character, such obligations shall be to the extent authorized under the Constitution and laws of the State of Texas. 7. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 8. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Company. It will be the responsibility of Company to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 9. 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 City, the terms in this Addendum shall control. Addendum to Page 2 of 4 10. Intentionally Omitted. 11. No Boycott of Israel. Company acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel' and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Company certifies that Company's signature provides written verification to City that Company: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 12. Right to Audit. Company agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Company involving transactions relating to the Agreement. Company agrees that City shall have access during normal working hours to all necessary Company facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Company reasonable advance notice of intended audits. (signature page follows) Addendum to Page 3 of 4 Executed this the 5th day of April, 2018. 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 ensuring all performance By: and reporting requirements. Name: _; ✓'y. , �t o� Title: Assistant City Manag6 Date: ��< By: U /�,r.�'` Na e: Ll rdfo Approval Recommended: Title: (� Approved as to Form and Legality: By: Name v� aY✓(vtYAA 9 A A Title: c� �I; y� By: Name: qjt(Yfj Attest: Title: Assistant City Attorney Contract Authorization: M&C: By: ORT ame: Tit} {-City Secretary COMPANY: XPS Hulen Mall LLC By: � Name: Kevin Davies Title: Senior GM Date: t AL RECORD ECRETARY RTHI TX Addendum to Page 4 of 4