NON-SPRING TRAINING CONCESSION AGREEMENT WITH LEGENDS HOSPITALITY (FINAL 2025.12.11)_SIGNED.PDF.PDF

City of Tempe — Regular City Council Meeting (2026-01-22)

Extracted text (via pymupdf) 36808 characters

NON-SPRING TRAINING CONCESSION
AGREEMENT BETWEEN THE CITY OF TEMPE
AND LEGENDS SPORTS, LLC
FOR CONCESSIONS OPERATIONS
AT TEMPE DIABLO STADIUM
(C2025-____)

This Non-Spring Training Concession Agreement (“Agreement'”) is made and entered
into this ___ day of ________________, 2025 by and between the City of Tempe, an Arizona
municipal corporation (“City”), and Legends Sports, LLC, a Delaware limited liability company
(“Concessionaire”).The CITY and Concessionaire may be referred to individually as a
“Party,” or collectively as the “Parties.”

RECITALS

A.
WHEREAS, the City owns and operates Tempe Diablo Stadium and the
surrounding improved real property (the “Premises”) located in Tempe, Arizona, as more
particularly defined in the Lease Agreement between the Team and the City, dated November
18, 2004, City contract number C2004-252 (the "Lease"); and

B.
WHEREAS, the City has granted to Angels Baseball LP, a California limited
partnership, d/b/a the Los Angeles Angels, a Major League Baseball club (the “Team”), the rights
to use the Premises for spring training baseball games and other events; and

C.
WHEREAS, Concessionaire and the Team have entered into a separate agreement
(the “Team Agreement”) pursuant to which the Team has granted Concessionaire certain
concessions rights at Team events on the Premises during the Team’s occupancy period for Spring
Training as defined in the Lease; and

D.
WHEREAS, on March 1, 2014, the City exercised its rights under Section 8(b) of the
Lease to negotiate a separate agreement (“City contract number C2014-135”) for concession
services with Concessionaire for the City’s Non-Spring Training season uses of the Premises; and

E.
WHEREAS, City Contract C2014-135 has now expired and the Parties continue to
operate on a month-to-month basis and now desire to enter into a new Concession Agreement on
the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises of the
parties hereto and upon the express terms and conditions hereafter set forth, it is agreed by and
between the parties as follows:

AGREEMENT

1.
DEFINITIONS: The following terms shall be defined as follows:

(a)
The term “gross revenues” means the total amount received by, or accruing to,
Concessionaire from all sales, for cash or credit, whether collected or not, pursuant to the terms of
this Agreement. Gross revenues do not include sales and use taxes or taxes of similar nature;
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gratuities collected for and on behalf of Concessionaire’s employees; receipts from purveyors
related to returns, manufacturers’ and/or distributors’ rebates and awards; or credit and debit card
transaction fees. In cases where any sales tax is prepaid by Concessionaire, as a result of which it
is not separately collected by Concessionaire, the amount of the tax on retail sales so paid by
Concessionaire shall be excluded from gross revenues.

(b)
The term “Stadium” shall mean Tempe Diablo Stadium, Tempe, Arizona.

(c)
The term “concessions” includes and means the concession stands, bar and liquor
dispensing facilities, and all hawking of food and beverages, vending machines, the dispensing of
food, alcoholic and non-alcoholic beverages in the Stadium, and all food and beverages catered to
individuals or groups within the Stadium.

(d)
The term "parking lots" shall mean the paved areas adjacent to the Stadium devoted
to Stadium parking.

(e)
“Contract Year” means each one-year period commencing on February 1 and
ending on January 31 of the following year, except for the first Contract Year which shall commence
on the effective date of formal action by City and Concessionaire and end on January 31, 2026. For
purposes of this Agreement and for any financial accounting used to calculate payments to the City,
the “Contract Year” shall be the period of Non-Spring Training use as defined in the Lease annually
which may be amended from time to time by mutual agreement between the City and Team and
which may apply to this Agreement with Concessionaire.

2.
CONCESSIONS: The City hereby hires Concessionaire, and Concessionaire agrees
to operate the concessions at the Stadium for the sale of food and beverages during the Non-Spring
Training season during the term of this Agreement.

3.
FINANCIAL TERMS: Not later than the 20th day of each month following the end
of a quarter (quarters shall be January-March, April-June, July-September, and October-December),
Concessionaire, shall deliver to the City a true and correct statement of gross revenues derived by
Concessionaire from the sale of food and beverage products (including all catered food and
beverages) during that quarter for any and all Non-Spring Training uses of the stadium in which
Concessionaire had applicable sales. Simultaneously with the delivery of each such statement,
Concessionaire shall pay to the City:

(a)
Twenty percent (20%) of gross revenues as defined in paragraph 1(a) above for all
non-catered concessions; and

(b)
Twenty-five percent (25%) of gross revenues as defined in paragraph 1(a) above for
all catered concessions unless a different amount is agreed to in a writing by both Parties prior to
the sale of such catered concessions.

4.
RESTRICTIONS ON SALES BY OTHERS: The City hereby grants and confers
upon Concessionaire the exclusive right at the Stadium throughout the term of this Agreement to
sell food and beverages at Non-Spring Training season uses. The City further grants Concessionaire
a non-exclusive right to sell food and beverages in all parking lots as defined in paragraph 1(d).
Concessionaire shall have no right to sell novelty items of any type at Non-Spring Training season
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uses. “Novelty items” refers to goods that a primarily intended for promotional, commemorative,
decorative, or entertainment purposes and not for essential or functional use. These items may
include, but are not limited to, branded or themed hats, pencils, mini bats, keychains, figurines, and
other similar products typically sold or distributed as souvenirs, giveaways, or collectibles. The City
shall use its best efforts so as not to permit or allow any salesperson or vendor to sell or distribute
any food or beverage products in the Stadium at any time when concessions are being operated by
Concessionaire or at reasonable times before and after such operation. From time to time, there may
be events scheduled at the Stadium for which the anticipated crowds are too small to warrant
Concessionaire's performance of concession services. For such events, Concessionaire may, on a
case-by-case basis, waive its exclusive rights to allow others to perform such operations in place of
Concessionaire for a particular event contemplated by this paragraph, which waiver will not be
withheld by Concessionaire unreasonably. Concessionaire shall not be required to permit any third
party to use any of Concessionaire's food service equipment at the stadium. Where Concessionaire
so chooses to waive its exclusive rights for a particular event contemplated by this paragraph,
Concessionaire shall not be entitled to request a buyout or any form of compensation from the third
parties in exchange for Concessionaire's waiver. At the request of the City, the City and
Concessionaire may meet annually to review the granting by Concessionaire of such waivers during
the prior year. The Concessionaire shall use its best efforts to provide the City with as much prior
notice as possible if they intend to waive its exclusive rights to allow others to perform concession
activities for a particular event as contemplated by this paragraph (where anticipated crowds are too
small to warrant Concessionaire’s performance of concession services for said event). For sake of
clarity, this paragraph does not apply to subcontractors or other vendors of Concessionaire that
Concessionaire may use in its performance of its concession services under this Agreement.

5.
POWERS RESERVED TO CITY. The quality, quantity, price and brands of all
items of food, liquor, beer and other items to be sold under this Agreement shall be determined by
Concessionaire after consultation with the City and Concessionaire shall attempt to satisfy every
reasonable request of the City. In general, prices charged by Concessionaire shall be comparable to
prices charged at comparable facilities.

6.
DEFAULT BY CONCESSIONAIRE. In the event that Concessionaire shall commit
a material breach of any term, condition, or covenant contained herein and shall fail to cure same
within twenty (20) calendar days after receipt of written notice from the City of a request to cure,
the City may, at its option, terminate this Agreement pursuant to Section 13 below. If such default
by its nature cannot be cured within twenty (20) calendar days and does not involve the payment of
money, Concessionaire shall immediately upon notice from the City commence curing such default
and diligently and continuously pursue such remedy and cure such default within three (3) days. If
Concessionaire fails to cure the default, the City may, at its option, terminate this Agreement
pursuant to Section 13 below. The termination of this Agreement by the City because of the
happening of said events of default shall be without prejudice to any claims which the City may
have against Concessionaire growing out of Concessionaire’s default under this Agreement. No
failure of the City to exercise any right, power or privilege shall operate as a waiver thereof or as a
waiver of any other right.

7.
HOLD HARMLESS: Concessionaire shall indemnify, defend and save harmless the
City, its employees, officers and directors, from any and all alleged claims, demands, suits, actions,
proceedings, loss, cost and damages of every kind and description, including reasonable attorney’s
fees or litigation expenses, which may be brought or made against or incurred by the City, its
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employees, officers and directors, on account of loss of or damage to any property or for injuries to
or death of any person caused by or arising out of any act, omission, professional error, fault, mistake
or negligence of Concessionaire, its employees, agents or representatives (collectively, the “City”),
in connection with or incident to the performance of this Agreement. An allegation or determination
that persons other than Concessionaire are responsible for the claim does not relieve Concessionaire
from its separate and distinct obligation to defend the City, but only to the extent of Concessionaire’s
own acts or the acts of its subcontractors. Concessionaire’s obligation under this paragraph does not
extend to any liability ultimately determined by law or judicial order to have been caused by or
arising out of any act, omission, professional error, fault, mistake, negligence or willful misconduct
of the City, or its employees, officers and directors. If it is determined, by a court, via settlement,
or through the City’s acknowledgement, that liability (a portion or solely) was caused by, or alleged
to have been caused by, the negligence or willful misconduct of the City, Concessionaire may submit
a claim to the City for reimbursement of reasonable attorneys’ fees and defense costs in proportion
to the comparative liability of the City. Concessionaire shall require any subcontractor to indemnify
and defend the City, its employees, officers and directors, by inserting indemnity language equal to
this paragraph, in any subcontract agreement or arrangement Concessionaire enters into related to
this Agreement.

8.
INSURANCE: Prior to commencing any work or services under this Agreement,
Concessionaire shall procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons and damages to property, which may arise from or in connection with
the performance of the work hereunder by Concessionaire, his agents, representatives, employees,
or subcontractors, from the use, occupancy, or operations of Concessionaire at the Stadium for the
sale of Concessionaire’s products as follows:

(a)
Commercial General Liability: $10,000.000 combined single limit per occurrence
for bodily injury and property damage, including coverage for contractual liability (including
defense expense coverage for additional insureds), personal injury, broad form property damage,
products, completed operations, and product liability. The general aggregate limit shall apply
separately to this project/location or the general aggregate shall be twice the required occurrence
limit.

(b)
Automobile Liability: $5,000,000 combined single limit per accident for bodily
injury and property damage, including coverage for owned, hired, and non-owned vehicles as
applicable.

(c)
Workers’ Compensation and Employers Liability: Workers’ Compensation and
Employers Liability statutory limits as required by the State of Arizona.

(d)
For bodily injury or damages, fatal or non-fatal, including Liquor liability insurance
coverage to two or more persons for any one accident to the extent of $10,000,000 per occurrence.

(e)
Fire insurance with standard extended and "all risk" property coverage provisions
and vandalism and malicious mischief endorsement in an amount equal to the replacement value of
the Equipment and Additional Equipment (as such terms are hereinafter defined).

(f)
The City, its officers, agents, employees and volunteers shall be included as an
additional insured with respect to matters covered by this Agreement on the coverages set forth in
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Sections (a), (b), (d) and (e), above, as its interest may appear, and such coverage shall be primary
to any insurance carried by City. Concessionaire will deliver to the City certificates of such
insurance within ten (10) days of the execution hereof. All such policies of insurance shall be non-
cancellable without thirty (30) days prior written notice to City.

(g)
The parties reserve the right to evaluate the above insurance requirements throughout
the course or this Agreement. Any changes to the insurance requirements shall be by mutual
consent, and the parties agree to act in good faith in negotiating such requirements considering the
insurance market and the risks associated with the performance of this Agreement. In the event the
parties are unable to reach an agreement as to the insurance requirements, either party may terminate
the Agreement, in accordance with Section 13 below, upon thirty (30) days written notice to the
other party.

9.
OPERATIONAL PROCEDURES: Concessionaire agrees to keep all office space,
concession stands, storage rooms, alcoves, booths, kitchens and service areas and other areas used
by Concessionaire (limited to production and serving areas) in a clean and sanitary condition at all
times. The City shall have the right, upon reasonable notice, from time to time during
Concessionaire’s usual business hours to reasonably inspect all office space, concession stands,
storage rooms, alcoves, booths, kitchens, service areas, and any other equipment or space
Concessionaire uses during the term of this Agreement to verify the condition of the equipment or
space. Notwithstanding the foregoing, City shall use reasonable efforts to exercise such right in a
manner so as to minimize interference with Concessionaire’s provision of services under this
Agreement.

10.
PERMITS, LICENSES, FOOD, AND BEVERAGE LAWS: All valid requirements
of federal, state and local laws and regulation pertinent to or affecting the handling and disposal of
food, beverage, tobacco, and other goods or merchandise served or sold must be complied with, and
Concessionaire must procure and keep in force all permits and licenses required by such laws and
regulations. Concessionaire agrees to obtain and continue in force an on-sale general liquor license
issued pursuant to the laws of the State or Arizona for the Stadium. It is hereby understood by and
between the parties that the original cost of obtaining said liquor license and the annual renewal of
said license, is the cost or Concessionaire. The City shall have the right to determine whether
alcoholic beverages can be served at non-Team events.

11.
EMPLOYEES: Concessionaire will employ trained and neatly uniformed employees
and said employees shall conduct themselves at all times in a proper and respectful manner, and if
any such employee shall conduct himself or herself in an improper or disrespectful manner, he or
she shall be dismissed for cause upon the written request of the City or its representatives, and not
again be employed in the concessions. Said dismissal shall be in accordance with any applicable
federal, state or local laws which may be in effect and further shall be in compliance with any
applicable union or labor organization agreements which may be in effect at the time of said
dismissal. Concessionaire also agrees to have a manager, who is acceptable to the City, on the
premises during business hours.

12.
UTILITIES: Utilities used by Concessionaire in the operation of the Concession are
to be provided by the City without charge to Concessionaire. The City shall also arrange and pay for
the removal from the Stadium of trash resulting from the operation of the concessions.

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13.
EFFECT OF TERMINATION OF THE TEAM AGREEMENT:

(a)
In the event of a termination of the Team Agreement for any reason whatsoever, this
Agreement shall automatically terminate unless otherwise mutually agreed in writing between the
City and Concessionaire.

(b) The City recognizes that, in the event of termination of this Agreement for any reason,
such termination shall not affect the Team Agreement, which shall remain in full force and effect
until its termination or expiration in accordance with its terms. The City further recognizes, as stated
in Section 14 below, that, pursuant to the Team Agreement, Concessionaire is purchasing and
installing at the Stadium certain Equipment and Additional Equipment (as such terms are defined in
the Team Agreement) to which Concessionaire shall retain title until termination of the Team
Agreement. Accordingly, the City agrees that, following termination of this Agreement, the City
shall have no right to use, or permit any third party to use, the Equipment and Additional Equipment
without the express written consent of Concessionaire. Concessionaire agrees to act reasonably in
giving such consent provided Concessionaire receives fair cash consideration for the use of the
Equipment and Additional Equipment and provided that Concessionaire receives adequate
protection against damage to, or theft of, such Equipment and Additional Equipment.

14.
EQUIPMENT: The parties acknowledge that Concessionaire is providing certain
equipment at the Stadium in accordance with the Team Agreement.

15.
ACCOUNTING RECORDS, REPORTS, DUE DATES, AUDITS: Concessionaire
shall, at its own expense, maintain such accounting records as may be approved by the City, and
Concessionaire shall use good accounting practices which conform to generally accepted accounting
principles. The City shall have the right to verify all books, correspondence, memoranda, or other
records or Concessionaire, relating to this Agreement, during the period of this Agreement, and for
such time thereafter as may be necessary to accomplish such verification. The City shall have the
further right to audit the books, correspondence, memoranda or other records of Concessionaire
relating to this Agreement.

16.
TERM OF CONCESSION AGREEMENT: The term of this Agreement shall expire
the earlier of (i) 2035 or (ii) termination of Concessionaire’s concession services agreement with the
Los Angeles Angels.

17.
CANCELLATION,
TERMINATION
OR INTERRUPTION
OF
EVENT:
Concessionaire understands that the City reserves the right in the City’s sole and arbitrary discretion
to cancel any event or performance upon the Premises, before or during the performance thereof,
and to dismiss the audience or cause the same to be dismissed, and Concessionaire hereby agrees
that it will not make, and will use its best efforts to prevent anybody over whom it has control to
make, against the City, or its officials, officers, employees, agents and volunteers, any claims for
damages to Concessionaire or other party arising out of any act of the City, its officials, officers,
employees, agents or volunteers, in the exercise of the City discretion as aforesaid.

18.
RIGHT OF ENTRY: The City, its elected officials, officers, employees, agents and
representatives, shall be permitted to enter the Premises at all reasonable times to examine the same
or to make such repairs therein as shall be deemed required by the City.

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19.
STATEMENT OF ATTENDANCE: The City agrees to use its best efforts to
promptly furnish to Concessionaire statements of attendance at all Non-Spring Training uses held
on the Premises.

20.
DELIVERIES: Deliveries of all supplies, goods, wares, merchandise and equipment
shall be made at the service entrance of the Stadium. The City reserves the rights to determine the
time of all deliveries made to Concessionaire; provided, however, in setting delivery times, the City
shall consider Concessionaire’s business operations.

21.
NO DISCRIMINATION: Concessionaire agrees not to discriminate against any
employee or applicant for employment because of race, religion, ancestry, veteran status, familial
status, gender, gender identity, age, color, sex, sexual orientation, disability or national origin, or
any other characteristics protected by law. This provision shall include, but not be limited to,
employment, upgrading, demotion, or transfer, recruitment, layoff, or termination, rates of pay or
other forms of compensation and selection for training including apprenticeship. Concessionaire
agrees to post hereafter in conspicuous places, available for employees and applicants for
employment, notices setting forth the provisions of this non-discrimination clause. Concessionaire
further agrees to insert this provision in all subcontracts hereunder, except subcontracts for standard
commercial supplies or raw materials. Concessionaire and its employees shall not discriminate
because of race, religion, ancestry, veteran status, familial status, gender, gender identity, age, color,
sex, sexual orientation, disability or national origin, or any other characteristics protected by law
against any person by refusing to furnish such person any accommodation, facility, service or
privilege offered to or enjoyed by the general public. Nor shall Concessionaire or its employees
publicize the accommodations, facilities, services or privileges in any manner which would directly
or inferentially reflect upon or question the acceptability of the patronage or any person because of
race, religion, ancestry, veteran status, familial status, gender, gender identity, age, color, sex, sexual
orientation, disability or national origin, or any other characteristics protected by law.
Concessionaire covenants that it will comply in all respects with the applicable provisions of
Executive Order 11246, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act, the Age Discrimination in Employment Act, the Vietnam Era Veterans’ Readjustment
Assistance Act, the Rehabilitation Act, Arizona Executive Order No. 99-4, and all other applicable
state and federal statutes governing equal opportunity.

22.
EMPLOYMENT REGULATIONS:

(a)
Concessionaire expressly warrants that it has and will continue to comply in all
respects with Arizona law concerning employment practices and working conditions, pursuant to
A.R.S. § 23-211, et seq., and all laws, regulations, requirements, and duties relating thereto.
Concessionaire further warrants that to the extent permitted by law, it will fully indemnify the City
for any and all losses arising or relating to any violation thereof.

(b)
Concessionaire agrees and covenants that it will comply with any and all applicable
governmental restrictions, regulations, and rules of duly constituted authorities having jurisdiction
insofar as the performance of the work and services pursuant to the Agreement, and all applicable
safety and employment laws, rules and regulations, including but not limited to, the Fair Labor
Standards Act, the Walsh-Healey Act, and the Legal Arizona Workers Act (LAWA), and all
amendments thereto, along with all attendant laws, rules, and regulations. Concessionaire
acknowledges that a breach of this warranty is a material breach of this Agreement and
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Concessionaire is subject to penalties for violation(s) of this provision, including termination of this
Agreement. Concessionaire hereby agrees to indemnify, defend, and hold the City harmless for,
from, and against all losses and liabilities arising from any and all violations thereof.

22.
ENTIRE AGREEMENT: This Agreement shall constitute the entire understanding
between the parties with respect to the subject matter hereof and supersedes all prior agreements
whether written or oral and cannot be modified or amended unless by a written instrument signed
by the parties.

23.
NOTICES: All notices required by this Agreement shall be in writing and shall be
sufficiently given and served upon the other party if sent by United States mail, postage prepaid,
certified mail, return receipt requested, and addressed as follows:

If sent to the City:

Community Services Department
City of Tempe
c/o Recreation Manager
3500 South Rural Road
Tempe, Arizona 85282

and

City Attorney

City of Tempe

21 E. Sixth Street, Suite 201

Tempe, Arizona 85281

or at such other place as the City may, from time to time, designate by written notice to
Concessionaire.

If sent so Concessionaire

Legends Sports, LLC

61 Broadway, Suite 2400

New York, NY 10006

Attention: General Counsel

or at such other place as Concessionaire may, from time to time, designate by written notice to the
City.

24.
CANCELLATION OF AGREEMENT: This Agreement is subject to cancellation
pursuant Section 38-511 of the Arizona Revised Statues relating to conflicts of interest.

25.
ASSIGNMENT: Except as provided in Section 42, neither party may assign this
Agreement, or any rights or obligations hereunder, without the prior written consent of the other;
provided that Concessionaire may assign this Agreement to any affiliate of Legends Sports, LLC
but no such assignment shall relieve Concessionaire of its obligations hereunder. Concessionaire
shall use commercially reasonable efforts to give the City at least ninety (90) days’ written notice of
any sale or transfer contemplated under this provision.

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26.
DISPUTE RESOLUTION: In the event of a dispute between the parties to this
Agreement regarding a provision of this Agreement, a party’s performance of its obligations as
stated in this Agreement or any other matter governed by the terms of this Agreement, the parties
will meet in good faith to attempt to resolve the dispute. If the parties fail to resolve the dispute,
then the parties agree that the dispute may be resolved through mediation. If mediation is agreed to
by the disputing parties, the disputing parties shall mutually agree upon the services of one (1)
mediator whose fees and expenses shall be borne equally by the disputing parties. If the dispute is
not resolved within a reasonable time, the disputing parties shall be free to use other remedies
available to them to resolve the dispute.

27.
INDEPENDENT CONTRACTOR: The relationship between the parties is that of
independent contractors and nothing contained in this Agreement shall be construed as establishing
an employer/employee relationship, partnership or joint venture between the parties.

28.
FORCE MAJEURE: The parties shall not be liable for any failure by them to fulfill
their responsibilities and obligations under this Agreement by reason of fire, strike, war,
insurrection, government restrictions, labor dispute, third party breach or other cause beyond their
control.

29.
COUNTERPARTS: This Agreement may be executed in one or more counterparts,
each of which shall be an original, but all of which taken together shall constitute one and the same
document. A signed copy of this Agreement delivered by facsimile, email, or other electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy of
this Agreement.

30.
AMENDMENTS: Any amendments or alternative or supplementary provisions to
this Agreement must be made in writing and duly executed by an authorized representative or agent
of each of the parties hereto.

31.
SEVERABILITY: The invalidity of any provision contained herein, or portion of a
provision, shall not affect the validity of any other provision contained herein or the remaining
portion of the applicable provision.

32.
SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their successors and permitted assigns. A waiver of any
breach hereunder shall not be deemed a waiver of any subsequent breach.

33.
GOVERNING LAW: This Agreement shall be governed by the laws of the State of
Arizona without regard to conflicts of law jurisprudence and any litigation between the parties
regarding this Agreement or the performance of any of the obligations contained in this Agreement
shall be in initiated in Maricopa County, Arizona.

34.
COOPERATION OF THE PARTIES: The parties agree to cooperate in good faith
to reasonably complete the obligations set forth in this Agreement.

35.
Intentionally omitted.

36.
CAPTIONS: The captions and headings of the various sections of this Agreement
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are for convenience and identification only and shall not be deemed to limit or define the contents
of the respective sections.

37.
TERMINATION FOR CONVENIENCE. Intentionally omitted.

38.
COMPLIANCE WITH ARIZONA LAW. Intentionally omitted.

39.
AMBIGUITIES NOT HELD AGAINST THE DRAFTER. The Parties acknowledge
that they have had an adequate opportunity to review each and every provision contained in this
Agreement, including the opportunity to submit the same to legal counsel for review and comment.
Based on said review and consultation, the Parties agree with each and every term contained in this
Agreement. Based on the foregoing, the Parties agree that the rule of construction that a contract be
construed against the drafter, if any, shall not be applied in the interpretation and construction of
this Agreement.

40.
NON-ENGAGEMENT OF ISRAEL BOYCOTT. Concessionaire certifies it is not
currently engaged in and agrees for the duration of this Agreement to not engage in, a boycott of
goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C.
§ 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. Unless and until the U.S. District Court,
District of Arizona’s injunction is lifted, A.R.S. § 35-393.01 is unenforceable.

41.
COMPLIANCE WITH A.R.S. § 35-394. Concessionaire hereby certifies that it does
not currently, and agrees for the duration of this Agreement, that Concessionaire will not, use: 1.
The forced labor of ethnic Uyghurs in the People’s Republic of China; 2. Any goods or services
produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or 3. Any
contractors, subcontractors or suppliers that use the forced labor or any goods or services produced
by the forced labor of ethnic Uyghurs in the People’s Republic of China. Concessionaire hereby
agrees to indemnify and hold harmless the City, its officials, employees, and agents from any claims
or causes of action relating to the City’s action based upon reliance upon this representation,
including the payment of all costs and attorney fees incurred by the City in defending such as action.
Curing the term of Agreement, Concessionaire shall alert the City within 5 days after becoming
aware of its noncompliance with this statute and cure any noncompliance within 180 days after
initial notification of noncompliance. Failure to cure in accordance with the provisions of this statute
shall result in contract termination. Concessionaire has executed Exhibit A (Affidavit of
Compliance) hereto as evidence of its compliance with A.R.S. § 35-394.

42.
NO THIRD-PARTY BENEFICIARY. The Parties expressly agree that this
Agreement is not intended by any of its provisions to create any right of the public or any member
thereof as a third-party beneficiary nor to authorize anyone not a Party to this Agreement to maintain
a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement,
except that in the event of the sale or transfer by Concessionaire of all or substantially all of its assets
related to this Agreement to an affiliate or to a third party, whether by sale, merger, or change of
control, Concessionaire may assign any or all rights and obligations contained herein and the
Agreement to such affiliate or third party without the consent of City and the Agreement shall be
binding upon such acquirer and would remain in full force and effect.

43.
NON-LIABILITY OF OFFICIALS AND EMPLOYEES. No member, official or
employee of Concessionaire or the City shall be personally liable to the Parties for any amount that
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may become due to a Party or for the performance or breach of any obligation under the terms of
this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Non-Spring Training
Concession Agreement to be executed on the day and year first above written.

CITY OF TEMPE, an Arizona municipal
corporation

_____________________________
Corey D. Woods, Mayor

ATTEST:

_____________________________
Kara A. DeArrastia, City Clerk

APPROVED AS TO FORM:

_____________________________
Eric C. Anderson, City Attorney/cem

LEGENDS SPORTS, LLC, a Delaware Limited
Liability Company

By:

Name: Tom Funk

Title: President of Hospitality

Docusign Envelope ID: D94C7605-3967-46EA-8E2F-8A646480CBC9

EXHIBIT A
AFFIDAVIT OF COMPLIANCE WITH HOUSE BILL 2488
SUPPLIER AGREES TO NOT USE THE FORCED LABOR OF ETHNIC UYGHURS IN
THE PEOPLE’S REPUBLIC OF CHINA
________________________________________________

Per House Bill 2488 approved by the Arizona Legislature, this law stipulates that a public entity
may not enter into or renew a contract with a company for the acquisition or disposition of supplies,
services, goods, information technology or construction unless the contract includes written
certification that the company does not currently, and agrees for the duration of the contract that it
will not, use:

•
The forced labor of ethnic Uyghurs in the People’s Republic of China;

•
Any services or goods produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

•
Any suppliers, contractors or sub-contractors that use the forced labor of any services or
goods produce by the forced labor of ethnic Uyghurs in the People’s Republic of China

Based on the above, the supplier certifies:

I hereby certify _________________________________ (contractor/vendor) to be in compliance
with Arizona House Bill 2488.

______________________________

__________________
Signature

Date

___________________________________

_______________________
Printed Name

Title

Docusign Envelope ID: D94C7605-3967-46EA-8E2F-8A646480CBC9