HomeMy WebLinkAboutContract 52989 A
RECEIVED CSC No. 52989
OCT 2 J 2019
CITY OF FORT WORTH
CITYSECRETAtjY ADDENDUM TO EVENT AGREEMENT
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BETWEEN
THE CITY OF FORT WORTH
AND HULEN MALL,LLC I
This Addendum to Event Agreement("Addendum")is entered into by and between Hulen
Mall, LLC ("Owner") and the City of Fort Worth ("City" or "Organizer"), collectively the ii
"parties", in order to conduct the Fort Worth Police Department's Trunk or Treat event.
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The Contract documents shall include the following:
1. The Event Agreement;and
2. This Addendum.
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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:
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1. Termination.
a. Convenience. Either City or Owner may terminate the Agreement at any I
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 i
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 l
written notice to the breaching party.
C. FiscaI Fundins? Out. In the event no funds or insufficient funds are
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appropriated by City in any fiscal period for any payments due hereunder,City will notify I
Owner 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.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date,City shall pay Owner for services actually rendered
up to the effective date of termination and Owner shall continue to provide City with
services requested by City and in accordance with the Agreement up to the effective date
of termination. Upon termination of the Agreement for any reason, Owner shall provide
Addendum to the Event Agreement �a Page 1 of 4 I
Between the City of Fort Worth and
Hulen Mall,LLC OFFICIAL RECORD ►
CITY SECRETARY I
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FT WORTH,TX
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City with copies of all completed or partially completed documents prepared under the
Agreement. In the event Owner has received access to City information or data as a
requirement to perform services hereunder, Owner shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
2. 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 I
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.
3. Law and Venue.The Agreement and the rights and bligations of the parties hereto j
shall be governed by, and construed in accordance with the laws oFthe United States and state of f
Texas, exclusive of conflicts of laws provisions.Venue for any suit brought under the Agreement i
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.
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4. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions,the linked terms and conditions located at that website link as of the effective date j
of the Agreement shall be the linked terms and conditions referred to in the Agreement.To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement,the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after tl�e date of the Agreement, such
changes are hereby deleted and void.Further,if Owner cannot clearly and sufficiently demonstrate
the exact terms and conditions as of the effective date of the Agreement, all of the linked terms
and conditions are hereby deleted and void.
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5. 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 City to purchase insurance, City objects to any such provision,the
parties agree that any such requirement shall be null and void apd is hereby deleted from the
Agreement and shall have no force or effect.City shall provide a letter of self-insured status to Owner two
(2)days prior to the Event. To the extent the City engages third-party contractors to provide services at the j
Shopping Center in order for the City to perform its obligations under the terms of the Agreement, each
such contractor shall:i) provide Owner with the required Certificate of Insurance as referenced in Exhibit
B of the Agreement and listing the Additional Insureds including Macy's West Stores, Inc.; and, ii) sign
the Contractor Hold Harmless Agreement. j
6. 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.
7. Acknowledgement: Organizer acknowledges Macy's 'West Stores, Inc. ("Macy's) is an
owner of the Premises and Organizer acknowledges the authority Macy's has over their property,as such, I
Organizer agrees to abide by lawful terms imposed by Macy's and communicated to Owner.
Addendum to the Event Agreement Page 2 of 4 1
Between the City of Fort Worth and
Hulen Mall,LLC
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8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Owner or requires City to indemnify or hold Owner or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
9. 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.
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10. Confidential Information. City is a government entity under the laws of the State j
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 Owner.It will be the responsibility
of Owner 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 i
Texas or by a court of competent jurisdiction. i
11. 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 i
ordinance of City,the terms in this Addendum shall control. E
12. Ril;ht to Audit. Owner 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 Owner involving transactions relating to the
Agreement.Owner agrees that City shall have access during normal working hours to all necessary
Owner 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 Owner reasonable advance
notice of intended audits.
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Addendum to the Event Agreement Page 3 of 4
Between the City of Fort Worth and
Hulen Mall,LLC
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Executed this the A} day 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 4 this contract, including
By: Jesus J.Chapa(Oct 28,2019) ensuring all performance and reporting
Jesus J. Chapa requirements.
Assistant City Manager
Date: lames& r;g=
fames Rodriguez Oc 8,2019)
By:
Approval Recommended: James Rodriguez
Sr Management Analyst
Approved as to Form and Legality:
By:
Edwin Kraus(Oct 28,2019)
Edwin Kraus
Chief of Police xlet AA r
By:
Matt Murray(Oct 28,201
Matthew A. Murray
,.., �:<�,, Assistant City Attorney
Ma;vT. K� sy er ®�j'
Mary,J.Kayser(Oct 29,20, Contract Authorization:
By:
Mary J. Kay,' M&C:N/A
City Secret
OWNER:
Hulen Mall, LLC
B L �
Y•
Name: rq v1 eJ
Title:
Date: IUJCcJ ��
Addendum to the Event Agreement ®FF9CIl� � y��
Between the City of Fort Worth and 0
Hulen Mall,LLC CITY SECRETi4R`!
FT. WORTH,TX
Brookfield
Properties
EVENT AGREEMENT
(Single Shopping Center)
This Event Agreement("Agreement')is made as of this day,Wednesday,September 25,2019,("Effective Date")by and between the
owner that have executed this Agreement("Owner')and Fort Worth Police Department("Organizer").
WHEREAS,Owner owns the Shopping Center listed on Exhibit A("Shopping Center"),or pursuant to certain agreements with the
Owner,Owner has the right to contract for and provide the services described herein to the Shopping Center,and has engaged affiliate
Brookfield Properties Retail 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: i
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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, i
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 asset 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 Organizers access to the Premises if Organizer falls to 3
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 Organizers 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 I
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 Exhibit B attached hereto and deliver to Owner a
certificate of insurance described therein prior to commencement of the Event.
D. Event Set-up and Operation. Organizer shall have the sole responsibility of conducting the Event,which may include the
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 i
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Deal ID:S0553149 Fort Worth Police Department Trunk or Treat Hulen Mall
Form:112019 Page 1 of 11 Kim Hill
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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 I
shall remove all Event Elements from the Premises,repair damage caused py 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 i
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 l
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
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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. AcImoWledgement. Organizer acknowledges and agrees that Owner's ability to provide access to the Premises and the j
Services is contingent upon Organizers timely performance of Organizer's"ligations under this Agreement and Organizer's
failure to perform any of its obligations shall be a material breach of this Agreement.
5. OWNERS 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 Owners 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 i
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 Organizers 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.
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7. INTELLECTUAL PROPERTY RIGHTS.
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A. Each party owns and shall retain all right,title and interest in and to its trac(emarks and service marks(collectively"Marks"). I
Neither party shall,in any way during the Term or thereafter,directly or i directly 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 j.
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 Organizers doplayed 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 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 i
and shall be no agreements(oral or written)which conflict with Organizers 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 t)enter into and fully perform this Agreement in j
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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 I
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 I
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 i
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 (!)Owners 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 j
any indemnification which would,as a result thereof,make the provisions of this Section 9 void,or to eliminate or reduce any i
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 j
removal of such property by Owner during the Event Term or upon the earlier of the expiration of the Event Term or termination of i
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(11)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. j
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 j
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 remedy available to
Organizer in the event relocation of the Premises is not feasible.
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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.
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12. TERMINATION;FAILURE TO PERFORM. j
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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 I
filed against it proceedings under any provision of the United States Bankruptcy Code, as codified at 11 U.S.C.Sections
101, et seq.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 i
of this Agreement by Owner pursuant to this Subsection 12A,in addition to any other remedies available to Owner at law, I
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 l
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 poortion of the Term.
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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. I
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 orto any Doer assignee,provided that any such assignee j
(other than an affiliate)agrees in writing to fulfill all obligations of Owner under this Agreement.
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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 I
and for one(1)year after the Expiration Date,Owner shall have the right,4pon reasonable notice to Organizer to inspect F
and/or audit the records of Organizer directly related to the calculation of thb percentage rent to verify the accuracy of any
information provided by Organizer to Owner. 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
parry'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 j
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 I
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 I`I
of this Agreement,the prevailing party in the action or proceeding shall be entitled to recover all reasonable costs and
attomeys'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 inten 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 shall
be valid or of any force or effect unless made in writing,signed by the parties hereto or their duly authorized representatives,
and spec'Itying 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 m 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 I
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 implled
agreements,warranties,guarantees or representations or incur any debt 10 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.
1. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement,except
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Deal ID:SO553149 Fort Worth Police Department Trunk or Treat Hulen Mall
Form:1/2019 Page 4 of 11 Kim Hill
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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
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ORGANIZER: OWNER:
Fort Worth Police Department HULEN MALL LC,a Delaware limited liability
company
Bl/'Jesus J.Chapa(Oct 28,2019) L...
By:
Authorized Signatory
Its:
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9/25/2019
Deal ID:SC553149 Fort Worth Police Department Trunk or Treat Hulen Mall
Form:1/2019 Page 5 of 11 10m Hill
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OFFICIAL RECORD �
CITY SECRETARY
FT WORTH,TX
Brookfield
Properties
EXHIBIT A
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1. SHOPPING CENTER;EVENT TERM.
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Owner Entity: HULEN MALL,LLC
Property Name: Hulen Mall Attn: Kim ill
4800 S.HULEN ST p: (81753-9606
SUITE 250 e: kimberly.hill@brookfieldpropertiesretail.com
FORT WORTH,Texas 76132
Date/Time Location(s)/Event Elements
10/26/2019-10126/2019 Hulen Mall(4263)-Macy's Parking lot Outer ring/Event-Parking Lot Event
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2. EXPIRATION DATE. 1 0/2 61201 9
3. EVENT.
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"Trunk or Treat". Super Hero Officer Damon Cole,Kid ID Trailer,Fort Worth Police Cars,Motorcycles,Mounted Horses,Air 1
Helicopter and SWAT Vehicle Merchant mascots and more..
4. EVENT FEE;PAYMENT SCHEDULE.
Total Fees: $0.00
Invoice Date Due Date Amount Sales Tax Total Amount
Pymt 1: 10/26/2019 10/26/2019 $0.00 $0.00 $0.00 '
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community event
Revenue Account Cade: 42505 Events,Sampling&Tours
5. PAYEE(S);ADDRESS(ES)OF PAYEE(S).
HULEN MALL,LLC j
HULEN MALL
SDS-12-2776
PO BOX 86
MINNEAPOLIS,Minnesota 55486-2776
6. DELIVERY DATE. October 26
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7. EVENT ELEMENTS.
Kid ID Trailer f
Mounted Horses
Motorcycles
Cars i
Air One
Swat Vehicle
8. SERVICES.
Obligations of Owner.
Provide Macy's Lot for event.
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1 Deal ID:S0553149 Fort Worth Police Department Trunk or Treat Hulen Mall I
Form:V2019 Page 6 of 11 Kim Hill
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Social Media
Collect Sign Agreement and Insurance.(Hold Harmless)
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:
Install cones for helicopter
Owner Maintenance of Materials Responsibilities:
n/a
Owner Removal of Materials Responsibilities:
remove cones from Macy's lot when complete
Owner Return of Materials Responsibilities:
n/a
Number of Electrical Outlets Required: 0 Descriptions of Electrical Outlets Required:
n/a
Number of Tables Required: 25 Description of Tables Required:
n/a
Number of Chairs Required: 0 Description of Chairs Required:
n/a
Number of Security Guards Required: 0 Description of Security Guards Required:
n/a
Number of Platforms/Stages Required: 0 Description of Platforms/Stages Required:
n/a
Table Skirting Required: n/a
Obligations of Organizer.
Provide-Kid ID Trailer
Mounted Horses
Motorcycles
Cars
Air One
Swat Vehicle
Damon Cole-Officer Super Hero
Organizer will be responsible for providing the following services and/or benefits to Owner:
Organizer Production/Construction of Materials Responsibilities:
n/a
Organizer installation of Materials Responsibilities.
n/a
Organizer Maintenance of Materials Responsibilities:
n/a
Organizer Removal of Materials Responsibilities:
n/a
Organizer Return of Materials Responsibilities:
n/a
912512 0 1 9
Deal ID:S0553149 Fort Worth Police Department Trunk or Treat Hulen Mall
Form:1/2019 Page 7 of 11 Kim Hill
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9. NOTICE ADDRESSES.
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(a) Owner: (b) Organizer:
do Brookfield Properties Retail Inc. Fort Worth Police Department
350 N.Orleans St. Suite 300 Fort Worth,Texas 76116
Chicago,1L 60654-1607 FEIN:175600052
Attn:VP,Strategic Partnership Phone:(817)991-8467
With copy to:
BPR REIT Services LLC
350 N.Orleans St. Suite 300 i
Chicago,IL 60654-1607
Attn:Legal Department-Corporate Contracts and +
Securities
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9/25/2019 i
Deal ID30553149 Fort Worth Police DepartmentTrunk or TreatHulen Mall
Form:1/2019 Page 8 of 11 Kim Hill
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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.
912512019
Deal ID:S0553149 Fort Worth Police Department Trunk or Treat Hulen Mall
Farm:112019 Page 9 of 11 Kim Hill
Brookfield
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POLICY REQUIREMENTS.
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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-Vli. I
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",Brookfield Property REIT Inc.,BPR REIT Services LLC,
Brookfield Properties Retail 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.
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Ali 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, j
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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 certificates)of insurance evidencing that all required insurance
coverages are in force. All insurance policies required in the Agreement shall not be :/flowed 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 j
review of any insurance certificates. I
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9/25/2019
Deal ID:S0553149 Fort Worth Police Departrnent Trunk or Treat Huien Mall
Form:112019 Page 10 of 11 Kim Hill
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EXHIBIT C
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CONTRACTOR HOLD HARMLESS AGREEMENT
The undersigned,
("Contractor"), in connection with the j
("Event") to be conducted at (the "Shoowina 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 Police Department("Organizer')will indemnify, protect,defend and hold harmless Owner, Owners 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 1
Center.Contractor waives any claim against any and all of the Indemnified Parties for any damage to Contractors property while at the
Shopping Center.
Contractor:
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Name:
Date:
If a corporation
By:
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Deal ID:S0553149 Fort Worth Police Department Trunk or Treat Hulen Mall
Form:112019 Page 11 of 11 Kim Hill
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