16-082.00 GGP: City Hall at the Mall Ite-og2_
GGP
EVENT AGREEMENT
This Event Agreement("Agreement") is made as of this day, Monday, April 18, 2016, ("Effective Date") by and between marketing
manager(s)that have executed this Agreement("Marketing Manager") and City Of Spokane Valley("Organizer").
WHEREAS, Marketing Manager: (i) is the "Owner" of the shopping center listed on Exhibit A and manages and directs certain
advertising activities at such shopping center; or(ii) has been engaged by several Owners to manage and direct such activities at the
shopping centers listed on Exhibit A. Each shopping center is herein called a "Shopping Center" and collectively the "Shopping
Centers";and
WHEREAS, Organizer seeks to conduct an event in a portion of the common area of the Shopping Center(s) 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 by Marketing Manager 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 Marketing Manager 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. Marketing Manager 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 Marketing
Manager 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 Marketing Manager 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 Marketing
Manager 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 Marketing Manager 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(s), any and all licenses, permits, bonds or other authorizations
necessary to conduct the Event as contemplated under this Agreement. Organizer will notify Marketing Manager
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 Marketing Manager prior to commencement of the Event and the
provision of such permits or licenses to Marketing Manager 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 Marketing
Manager 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 Marketing Manager, 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(s)caused by Organizer, any contractors or other providers of Organizer, exhibitors and/or
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 1 of 11 Erik Walter
GGP
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(s).
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 Marketing Manager 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, Marketing Manager 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, Marketing
Manager 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 Marketing Manager 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 Marketing Manager'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. MARKETING MANAGER'S OBLIGATIONS. Marketing Manager shall review and approve in writing, in its sole discretion, all
Event Elements. Marketing Manager 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 Marketing
Manager's approval of the Event, Marketing Manager 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 Marketing Manager and as
needed to perform Organizer's obligations under this Agreement. Marketing Manager 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 Marketing Manager 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 Marketing Manager in writing will be permitted to enter the Premises. Organizer acknowledges and agrees that
Marketing Manager shall not approve of, or permit, any such Contractor to enter the Premises, until Marketing Manager has
received from each Contractor(i)a certificate of insurance evidencing insurance coverage set forth on Exhibit B attached hereto
satisfactory to Marketing Manager 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 Marketing Manager'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 Marketing Manager,Organizer shall not,while this Agreement is in effect or thereafter, use or permit
the use of Marketing Manager's name or the name of any affiliate of Marketing Manager, or the name, address or any
picture or likeness of,or reference to,the Shopping Center(s)in any advertising,promotional,or other materials.
B. Marketing Manager 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. Marketing Manager shall have the right to use such images or recordings for purposes of promoting the
Shopping Center(s)and marketing activities at the Shopping Center(s).
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
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 2 of 11 Erik Walter
GGP
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. Marketing Manager 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
Marketing Manager's full performance hereof.
9. INDEMNIFICATION.
A. Organizer shall indemnify, hold harmless, defend and reimburse Marketing Manager, including Marketing Manager'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(s)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(s) 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. Marketing Manager 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) Marketing Manager's breach of any of its representations,
warranties or obligations under this Agreement; or(ii) Marketing Manager's negligence or intentional misconduct or other
action or omission of Marketing Manager, 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
Marketing Manager. Marketing Manager 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 Marketing Manager
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 Marketing Manager 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 Marketing Manager that the security
procedures used by Marketing Manager, 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(s) 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(s)from time to time.
ORGANIZER EXPRESSLY UNDERSTANDS AND AGREES THAT MARKETING MANAGER 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
MARKETING MANAGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE AGGREGATE
LIABILITY OF MARKETING MANAGER 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. Marketing Manager has the right in its sole discretion to relocate the Premises within the
Shopping Center(s) for any reason, including but not limited to remodeling or construction, whether temporarily or
permanently. In the event of such relocation Marketing Manager shall provide Organizer with notice of the relocation and
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 3 of 11 Erik Walter
GGP
shall make reasonable efforts to relocate the Premises at Marketing Manager's expense to a location within the Shopping
Center(s) that offers comparable exposure to Organizer, as determined by Marketing Manager. If it is not feasible to
relocate as determined by Marketing Manager, Marketing Manager shall reimburse to Organizer the unearned portion of
the Event Fee paid to Marketing Manager 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.
During the Event Term, Marketing Manager 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. Marketing Manager shall reimburse to
Organizer the unearned portion of the Event Fee paid to Marketing Manager 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(s),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, et seq. or similar law, as such may be amended from time to time. Any such notice of termination shall identify the
Shopping Center(s) to which it applies and specify the alleged breach or cause in reasonable detail. In the event of
termination of this Agreement by Marketing Manager pursuant to this Subsection 12A, in addition to any other remedies
available to Marketing Manager at law,in equity or otherwise,Organizer shall pay to Marketing Manager the Event Fee.
B. Termination without Cause. Marketing Manager may terminate this Agreement immediately upon notice to Organizer at
such time as Marketing Manager may elect without cause. If Marketing Manager terminates this Agreement without
cause, Marketing Manager shall refund to Organizer the unearned portion of the Event Fee paid to Marketing Manager
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 Marketing Manager. Marketing Manager 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 Marketing Manager
under this Agreement.
C. 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(s)to which it applies.The provisions of this Section 13C shall survive termination of this
Agreement.
D. Governing Law; Disputes.This Agreement shall be governed by, construed and enforced in accordance with the laws of
the state of Illinois 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.
E. 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.
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 4 of 11 Erik Walter
GGP
F. 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 specifying with particularity the nature and extent of such waiver, modification or amendment and the
Shopping Center(s)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.
G. 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.
H. 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.
I. 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: MARKETING MANAGER:
City Of Spokane Valley
By: ; ( a�(f�(�I/ SPOKANE MALL L.L.C.,a Delaware limited liability
company
its: By
C ( J�/l C�vt n p rAuthorized Signatory
[Washington requires Landlord and Tenant signatures be
notarized]
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 5 of 11 Erik Walter
GGP
F. 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 specifying with particularity the nature and extent of such waiver,modification or amendment and the
Shopping Center(s)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.
G. 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.
H. 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.
I. 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: MARKETING MANAGER:
City Of Spokane Valley
By: r C(AkCA-64A-s--
SPOKANE MALL L.L.C.,a Delaware limited liability
company
Its: By: / CZC.o'
) a /uG virx o�- Authorized Sig tory
[Washington requires Landlord and Tenant signatures be
notarized]
•
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 5 of 11 Erik Walter
GGP
EXHIBIT A
1. SHOPPING CENTER(S);EVENT TERM.
Owner Entity: SPOKANE MALL L.L.C.
Property Name: Spokane Valley Mall Attn: Pamela Williams
14700 E. INDIANA AVE. p: (509)228-6401
GENERAL GROWTH MGMT OFFICE e: pamela.williams@generalgrowth.com
SPOKANE,Washington 99216
Date/Time Location(s)/Event Elements
05/11/2016-05/11/2016 Spokane Valley Mall(3045)-Center Court/Event-above 10'x10'up to 1000 sq.ft.
2. EXPIRATION DATE. 5/11/2016
3. EVENT.
City Hall at the Mall is a community program. The Event will include an address by the Mayor; Informational
displays/demonstrations of various City&County Community Service Partners, Parks& Recreation Dept.,and Spokane Schools.
The City will provide information on community programs; hosting seminars on upcoming city projects,government sponsored
programs and opportunities available for community and business partners.
4. EVENT FEE;PAYMENT SCHEDULE.
Total Fees: $1,000.00
Invoice Date Due Date Amount Sales Tax Total Amount
Pymt 1: 5/11/2016 5/11/2016 $1,000.00 $0.00 $1,000.00
NA
Revenue Account Code: 42505 Events,Sampling&Tours
5. PAYEE(S);ADDRESS(ES)OF PAYEE(S).
SPOKANE MALL L.L.C.
SPOKANE VALLEY MALL
SDS-12-3098
PO BOX 86
MINNEAPOLIS, Minnesota 55486-3098
6. DELIVERY DATE. 05/11/2016
7. EVENT ELEMENTS.
Above 10'x 10'Event
8. SERVICES.
Obligations of Marketing Manager.
-Operations is to set up 20+tables for the event and make sure that the vendors that require electricity have access to it and
are following the proper guidelines for use.
-Providing agreed upon common area space.
-Review and approve all aspects of event build out/design.
-Providing proof of performance photos via e-mail.
-Granting access to the property for installation, maintenance and removal of collateral.
Marketing Manager will be responsible for providing the following services and/or benefits to Organizer.
Marketing Manager Production/Construction of Materials Responsibilities:
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 6 of 11 Erik Walter
GGP
NA
Marketing Manager Installation of Materials Responsibilities:
NA
Marketing Manager Maintenance of Materials Responsibilities:
NA
Marketing Manager Removal of Materials Responsibilities:
NA
Marketing Manager Return of Materials Responsibilities:
NA
Number of Electrical Outlets Required: 4 Descriptions of Electrical Outlets Required:
NA
Number of Tables Required: 24 Description of Tables Required:
NA
Number of Chairs Required: 24 Description of Chairs Required:
One per table
Number of Security Guards Required: 0 Description of Security Guards Required:
NA
Number of Platforms/Stages Required: 1 Description of Platforms/Stages Required:
Stage to be set up in center court with skirting and steps
Table Skirting Required: Yes
Obligations of Organizer.
-Adhere to all regulations set forth by PMA.
-Provide all required documents including but not limited to certificate of agreement,payment and executed agreement.
-Return mall property to prior condition as well as any expenses tied to damaged property.
-Submitting signed agreement,COI,and payment prior to program start date.
-Roaming is not permitted.Organizer and crew must stay within designated event footprint.
-Balloons are not permitted.
-All displays/events must be presented in an ordered,professional manner.
-Displays must not exceed 6'in height unless preapproved by marketing manager.
-The property must be returned in its original condition. Damage is subject to additional fees.
-Responsible for all event elements,including staffing,build out,design,etc.
-Responsible for contacting Marketing Manager at least 48 hours prior to event start date to discuss logistics.
-Event set up/breakdown must take place before or after regular mall hours.
Organizer will be responsible for providing the following services and/or benefits to Marketing Manager.
Organizer Production/Construction of Materials Responsibilities:
Above 10'x 10'Event
Organizer Installation of Materials Responsibilities:
Above 10'x 10'Event
Organizer Maintenance of Materials Responsibilities:
Above 10'x 10'Event
Organizer Removal of Materials Responsibilities:
Above 10'x 10'Event
Organizer Return of Materials Responsibilities:
n/a
9. NOTICE ADDRESSES.
(a) Marketing Manager: (b) Organizer:
General Growth Properties City Of Spokane Valley
110 N.Wacker Drive 11707 E.SPRAGUE AVENUE
Chicago, IL 60606 SUITE 106
Attn:VP,Strategic Partnership SPOKANE VALLEY,Washington 99206
FEIN:71-0914170
Phone:(509)720-5411
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 7 of 11 Erik Walter
GGP
With copy to:
General Growth Properties
110 N.Wacker Drive
Chicago, IL 60606
Attn: Legal Department-Corporate Contracts and
Securities
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 8 of 11 Erik Walter
GGP
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
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.) $1,000,000/23,000,000
Any Deductible or Self Insured
Retention associated with this
insurance in excess of$5,000
requires Marketing Manager'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 Marketing Manager's written consent.
4/18/2016
City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 9 of 11 Erik Walter
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",General Growth Properties, Inc.,GGPLP REIT
Services, LLC, General Growth Services, Inc., Marketing Manager(s), and Shopping Center Owner Entity(s) (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(s) 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 Marketing Manager,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 Marketing Manager's, or any Shopping Centers,
receipt or review of any insurance certificates.
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 10 of 11 Erik Walter
GGP
EXHIBIT C
CONTRACTOR HOLD HARMLESS AGREEMENT
The undersigned,
("Contractor"), in connection with the
("Event") to be conducted at (the "Shopping Center") during the Event Term
specified in that certain Event Agreement dated by and between the marketing manager(s) that have executed this Agreement
("Marketing Manager")and City Of Spokane Valley("Organizer")will indemnify, protect, defend and hold harmless Marketing Manager,
Marketing Manager'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:
4/18/2016 City Hall At The Mall 2016 Spokane Valley Mall
Deal ID:S0219058 Page 11 of 11 Erik Walter