AGMT BTWN CITY AND FRIENDS OF TPL FOR CONNECTIONS CAFE.PDF

City of Tempe — Regular City Council Meeting (2026-06-04)

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AGREEMENT BETWEEN CITY OF TEMPE
AND FRIENDS OF THE TEMPE PUBLIC LIBRARY
FOR THE MANAGEMENT
OF CONNECTIONS CAFÉ
(City Contract No. C2026-___)

This Management Agreement ("Agreement") is made as of this ____ day of
___________, 2026 (the "Commencement Date"), by and between the City of Tempe, an
Arizona municipal corporation (the "City"), and the Friends of the Tempe Public Library, an
Arizona non-profit corporation ("Friends"). The City and Friends may be referred herein
individually as a "Party" or collectively as the "Parties."

WHEREAS, Friends was formed, organized, and is operated for public charitable
purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended,
to support the capital, operating, and programming purposes of the Tempe Public Library
(hereinafter "Library" or the "Facility"); and

WHEREAS, the City and Friends are parties to that particular Management Agreement
(C2006-65), dated April 1, 2006, as amended by Addendum No. 1 (C2006-65a), dated as of
November, 12, 2015, for the management and operation of Connections Café (the "Café")
located in the Tempe Public Library, which is owned by the City; and

WHEREAS, Contracts C2006-65 and C2006-65a have expired, or will expire shortly, the
parties have agreed to memorialize their relationship going forward with this Agreement; and

WHEREAS, the purpose of this Agreement is to permit Friends to use certain City-owned
space to operate the Café as well as a bookstore located in the Library for the purpose of
generating additional funds to be used for the benefit of the Library.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, and other valuable consideration, City and Friends agree as follows:

AGREEMENT

1.
DEFINITIONS.

As used herein the following terms shall have the meanings indicated below:

a.
"Bookstore" means the area within the Facility that has been designated for use
as a retail operation selling books, periodicals, educational materials, and related merchandise,
including merchandise incidental to the bookstore business such as bookmarks, stationery, and
small gift items.

b.
"Cafe" means the area within the Facility where the Cafe is located, and includes
all seating areas, kitchen, food and beverage preparation areas, storage areas, adjoining
program space, and all walkways leading to the Cafe.

c.
"Operating Equipment and Supplies" means all furniture, furnishings and
equipment required for the operation of the Cafe including computers, modems, cash registers,
desks, chairs, tables, coffeemakers, espresso machines, blenders, glassware, utensils,
uniforms, food and beverages, as well as all consumable items used in the operation of the
Cafe, such as napkins, cleaning materials, condiments, coffee, tea, milk, sweeteners, and all
other similar items.

d.
"Operating Standards" means (i) all statutes, laws, rules, regulations, orders and
requirements imposed by the City or any governmental body having jurisdiction over the Cafe
relating to the operation of similar businesses (including without limitation those governing the
use or manner of use of the Cafe, and requirements of the local Board of Fire Underwriters or
any other body which may hereafter exercise similar functions), and (ii) then current prudent
business and management practices applicable to the operation, repair, maintenance and
management of a Cafe comparable in size, character, and location to the Cafe.

2.
USE OF DESIGNATED SPACE AND PUBLIC AREAS.

The City hereby grants to Friends a limited non-exclusive right to supervise and direct
the management and operation of the Café and Bookstore as identified in Exhibit A, attached
hereto (the "Designated Space"), in accordance with the Operating Standards, subject to this
Agreement. Friends shall operate the Designated Space to the reasonable satisfaction of the
City, in a businesslike and efficient manner consistent with the Operating Standards. City agrees
that it will cooperate with Friends in every reasonable and proper way to assist Friends in
performing its duties hereunder. Friends acknowledges and agrees that its use of the Facility is
strictly limited to the Designated Space and certain “public areas”. Public areas include the
Facility’s lobbies or common entryways, hallways used to access the Designated Space,
restrooms and other public facilities available to Facility visitors, and any other areas specifically
designated by the City in writing for public access. Friends shall not enter, use, or occupy any
other portion of the Facility, including but not limited to offices, administrative areas, storage
rooms, or other non-public City spaces without the prior written approval of the City. The City
retains the right to access the Designated Space at any reasonable time for inspections,
maintenance, or operational purposes. The City reserves the right, in its sole discretion and
upon reasonable notice to Friends, to relocate or modify the Designated Space as necessary
for City operations, public needs, or other governmental purposes, provided that any substitute
space is reasonably suitable for the continued operation of the Café and Bookstore.

3.
TERM; RENEWAL.

This Agreement shall commence on the Commencement Date and continue for an
Initial Term of ten (10) years unless sooner terminated as hereinafter provided. So long as
Friends is not then in default hereunder, this Agreement may be renewed by mutual agreement
for one successive ten-year term unless either party gives written notice of non-renewal to the
other no later than one hundred twenty (120) days prior to the end of any term.

4.
CITY'S OBLIGATIONS.

a.
The City will provide the Designated Space to be located within the Facility. The
Designated Space will not be separately metered for utility services. The City will maintain the
Facility in a clean, neat and sanitary condition. The City will furnish the following services: (a)
heat and air-conditioning to maintain the Designated Space at a reasonably comfortable
temperature during the Facility's normal operating hours; (b) local telephone service with internet
access; (c) electricity for lighting purposes and operation of ordinary appliances and equipment;
(d) water; and (e) janitor and cleaning services to the area within the Facility surrounding the
Designated Space. Friends shall be responsible for payment of all other operating costs of the
Designated Space, including without limitation, long distance telephone calls or service, heavier
than normal electric or water service, and special cleaning services. Friends acknowledges and
agrees that the City shall not be liable in any way for any loss, cost, damage or inconvenience,
caused by or incidental to the cessation or interruption of any of such services occasioned by
fire, accident, strikes, necessary maintenance, alterations, or repairs, or other causes beyond
the City's control, whether similar or dissimilar to the foregoing. Patrons of the Designated Space
shall have access to the Facility, including its lavatories; however, Friends shall cooperate with
Facility staff to ensure that patrons do not violate any use restrictions generally applicable to the
Facility.

b.
The City will designate, and agrees to acknowledge, in its publications and media
materials when and where applicable, Friends as the City’s financial support of library
programming and purchases.

c.
The City shall identify all donations received from Friends as Friends-funded
Library monies. The donations shall be deposited into the Library accounts as designated by
the City certifying that funds from such donations were utilized for the purpose(s) intended. Upon
reasonable request, the City shall provide to Friends a copy of all documents and records
relating to this provision. The Community Services Director or designee will follow City-approved
funding guidelines, policies, and procedures. Notwithstanding anything to the contrary, the City
shall retain full discretion in the allocation and expenditure of all Friends-funded Library monies,
provided that all such funds are used for Library-related programs, services, or initiatives within
the City.

d.
The City agrees to provide, at its sole discretion and in consultation with the
Friends office facilities as available, telephone systems and services, excluding personal
computers, long distance service, utilities, and such other services on the premises of the library
as approved by the City’s Community Services Director (hereinafter "Community Services"),
and items which that are necessary or required from time to time to implement the fund-raising
activities of the Friends in accordance with available funding. If performance of this Agreement
depends upon the appropriation of funds by the City, and funds are not appropriated for such
performance, the City may provide written notice to the Friends and shall have the option to
cancel this Agreement without further obligation of the City.

e.
The Community Services Director shall provide one (1) representative as an ex

officio non-voting member of the Friends board of directors.

f.
The City agrees to provide the use of facilities designated for a bookstore as it is
or becomes available as determined by the City in its sole discretion, to the Friends for official
fundraising, book selling, and donation storage space and similar mutually agreed upon official
Friends activities and fund-raising events at no cost. The Library will provide appropriate
withdrawn materials for sale by the Friends in accordance with the Library’s Collection
Development Policy. Any and all donated materials will be stored by the Friends in bookstore-
designated spaces and not in Library staff areas.

5.
FRIENDS’ RESPONSIBILITIES.

a.
The Friends shall be organized and operated for the primary purpose of fund-
raising to support the Library and its programs and said purpose shall be as stated in the Friends
articles of incorporation and bylaws. When requested and approved by the City, the Friends
may enter into a contract with a third party to purchase goods and services for the benefit of the
City using the Friends funds held on behalf of the City. The Friends shall be organized and
maintained as an Arizona non-profit corporation and maintain its federal and state tax-exempt
status for the term of this Agreement. If the Friends changes its corporate charter or bylaws
changing the primary purpose of its organization from fund-raising to support the library and
library programs, ceases to operate as a tax-exempt entity pursuant to 26 USCA §501(c)(3) or
otherwise loses its tax exempt status, this Agreement shall be terminated. Termination shall
take place upon such events as set forth in Article VII herein. Immediately upon termination, all
assets but none of the liabilities held by the Friends on behalf of the City for the benefit of the
library shall be transferred to the City in accordance with Article VIII (B) of this Agreement. In no
event shall City be responsible for any debts, liabilities, or obligations of the Friends.

b.
Friends shall receive, deposit, hold, account for, improve, invest and manage any
donations in accordance with the purposes, terms, distribution requirements and other
circumstances in this Agreement.

c.
The Friends shall operate under its own name, seal and logotype; and the City
hereby recognizes the Friend’s right to use its own corporate or separate entity name in
accordance with the City Graphics Standards.

d.
The Friends shall use sound and prudent financial and business practices, follow
generally accepted accounting practices for non-profit organizations and shall correctly report
all required financial and other information as required by and in accordance with the law.

6.
FRIENDS' REPRESENTATIONS, WARRANTIES AND COVENANTS.

Friends hereby represents and warrants to, and covenants with the City, as follows:

a.
Friends acknowledges that it has examined or will examine the Designated Space
prior to the Commencement Date and accepts the Designated Space in its present condition.

Except as specifically provided in this Agreement, City has no obligation to construct, remodel,
improve, repair, decorate or paint the Designated Space or any part thereof.

b.
Friends shall operate the Designated Space at its expense in accordance with this
Agreement and the Operating Standards. The Designated Space shall be used solely for the
operation of an internet cafe serving coffee, light snacks, and non-alcoholic beverages and a
bookstore. Friends shall operate the café and the bookstore so that they are open during the
Facility's normal operating hours, unless the City through its Community Services Manager
otherwise agrees.

c.
Friends shall obtain and maintain in effect all licenses and permits required for
the operation of the Designated Space and shall comply with any conditions stated in those
licenses and permits. Friends shall collect and pay any taxes associated with operation of
the café and bookstore (if necessary), including without limitation sales or transaction privilege
taxes. Friends shall collect and pay any taxes associated with operation of the Designated
Space, including without limitation sales or transaction privilege taxes.

d.
All personnel of the Designated Space shall be hired, employed and paid by
Friends. The City shall not interfere with or give orders or instructions to any personnel employed
by Friends, provided, however, that if the City is reasonably dissatisfied with the performance
and/or conduct of any of such personnel, the City may request that appropriate action be taken
by giving written notice to Friends specifying with particularity the nature of the dissatisfaction,
and requesting that appropriate action be taken. Friends shall review the situation, and shall
then take whatever action it deems appropriate, if any, based upon the Operating Standards for
the Designated Space. Friends shall inform the City in writing of its consideration of the matter
and any action taken by Friends in connection therewith. Friends will use reasonable care to
select qualified, competent and trustworthy personnel.

e.
Friends may, at its sole cost and expense, conduct sales and marketing activities
for the Designated Space.

f.
Friends acknowledges that the City has equipped the Designated Space with
Operating Equipment and Supplies adequate to commence operations. Friends shall, at its sole
cost and expense, repair, replace and maintain the Designated Space and the Operating
Equipment and Supplies in a clean, neat and sanitary condition and shall keep the Operating
Equipment and Supplies and every part thereof in good condition and repair during the term of
this Agreement. In that regard, Friends shall at its sole cost and expense, repair or replace, as
necessary, any Operating Equipment and Supplies that are consumed in the normal course of
operations or that become worn or obsolete. Any replacements of Operating Equipment and
Supplies, and any new items constituting Operating Equipment and Supplies acquired by
Friends shall belong to the City, and Friends shall execute and deliver to City on request such
documents or instruments as the City may require to vest absolute title to such items in the City.

g.
Without the City's prior written consent, Friends shall not make any alterations,
additions or improvements or remodel, redecorate or paint the Designated Space, the Facility

or any part thereof. Without the City's prior written consent, Friends shall not erect any signs
outside the immediate area of the Designated Space or on the exterior of the Facility. T h e
City shall have the absolute right to grant or withhold its consent. Any alterations or
improvements constructed at the Designated Space shall become part of the Facility and
constitute the property of the City. If, at any time during the term of this Agreement, any repairs
to or additions, changes or corrections in the Designated Space are required by reason of any
laws, ordinances, rules or regulations now or hereafter in force, Friends shall make such
repairs, additions, changes or corrections at its sole cost and expense. Friends shall notify the
City if the cost of any repairs, additions, changes or corrections exceeds the Designated Space's
projected operating revenues for the next fiscal year. In that event, the City and Friends shall
cooperate with each other to locate an alternate source of funding; provided that the failure to
secure an alternate source of funding shall not relieve Friends of its obligation to complete the
repairs, additions, changes or corrections.

h.
All property of any kind that may be used or located in the Designated Space shall
be at the sole risk of Friends or those claiming through or under Friends.

i.
Friends shall not subject the City, the Designated Space, or the Operating
Equipment and Supplies to any liability or lien for any reason, including, but not limited to, or on
account of, any work done or improvements made or materials placed on or used in the
Designated Space.

j.
Friends represents that it has full power and authority to execute this Agreement
and to be bound by and perform the terms hereof. At all times during the term of this Agreement,
Friends shall maintain its status as a tax-exempt organization pursuant to Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended. Friends shall immediately notify City if its
501(c)(3) designation is lost or suspended.

k.
Friends shall not make or permit any use of the Designated Space which would
create a nuisance or would disturb the users of the Facility. Friends shall not permit any
objectionable odors, smoke, dust, gas or vibrations to emanate from the Designated Space
except those that are consistent with the Cafe's or the Bookstore’s normal operations.

7.
MUTUAL COVENANTS AND AGREEMENTS.

City and Friends hereby covenant and agree with each other as follows:

a.
The City is the owner of the Facility, the Designated Space, and all Operating
Equipment and Supplies now or hereafter located at the Designated Space or stored elsewhere
but purchased with proceeds from the Designated Space's operations.

b.
Subject to the terms of this Agreement, Friends shall have sole control and
discretion in the operation of the Designated Space, including but not limited to the determination
of food and beverage prices and inventory.

c.
The City has provided an initial level of Operating Equipment and Supplies. From
and after the Commencement Date, Friends shall provide all Operating Equipment and Supplies
necessary to the normal operation of the Designated Space in accordance with the Operating
Standards and this Agreement.

d.
If the Designated Space or any part thereof, or the Facility, are damaged or
destroyed by fire or other casualty from any cause, so as to render the Designated Space or the
Facility unfit for use and occupancy, t h e City will proceed, as expeditiously as may be
practicable, to repair the damage, unless the City decides not to repair or restore the Facility,
in which event and at the City's sole option, the City may terminate this Agreement by giving
Friends ninety (90) days written notice. Friends agrees that all proceeds from insurance policies
maintained by it with respect to the Designated Space shall be paid to the City.

e.
Friends shall accord the City, its accountants, employees, attorneys and agents,
the right to enter upon any part of the Designated Space at all reasonable times during the term
of this Agreement for the purpose of examining, copying or making extracts of books and
records of the Designated Space or for any other purpose which the City, in its discretion, shall
deem necessary or advisable, but the same shall be done with as little disruption to the business
of the Designated Space as possible.

f.
The books and records reflecting Designated Space operations shall be kept by
Friends and shall be maintained either at the Designated Space or at Friends' principal office,
at Friends' option. Within sixty (60) days after the end of each fiscal year, Friends shall deliver
or cause to be delivered to the City an operating statement which shall be prepared in
accordance with generally accepted accounting principles showing the results of the operation
of the Designated Space during the preceding fiscal year. Friends also shall provide any other
financial statements or other information reasonably requested by the City, within thirty (30)
days after written request therefor.

g.
All programming sponsored by the Tempe Connections affiliate group must be
submitted to the Community Services Manager or his/her designee for review and approval.

8.
DISPOSITION OF DESIGNATED SPACE REVENUES.

In consideration of the operation and management of the Designated Space by Friends,
Friends shall be entitled to collect and retain all revenues generated by the Designated Space.
Revenues generated by the Designated Space shall be used solely for the following purposes:
operating and maintaining the Designated Space and the Tempe Connections program in
accordance with this Agreement; funding replacements of Operating Equipment and Supplies;
and funding Friends' charitable or educational purposes as described in its Articles of
Incorporation or bylaws, and consistent with rules applicable to charitable organizations, the
income of which is exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.

9.
RECORDKEEPING.

The Friends shall provide a quarterly report of its books and records to the City. In
addition, the Friends will provide audited financials to the City every three (3) years beginning
January 1, 2027. The Friends and the City shall cooperate with the other party’s auditors in
carrying out its auditing function, and within thirty (30) business days of a request, make the
following books or records available to the auditors at the requesting party’s expense:

a.
Corporate records including, but not limited to, articles of incorporation, by-laws,
amendments, annual reports submitted to the Corporation Commission, any balance, income,
and cash flow statements and any and all budgets prepared in connection with this Agreement,
the minutes of all regular and special meetings of the Friends board of directors after approval
of the minutes by the board and any and all policies and procedures developed by the Friends
in connection with this Agreement and copies of all tax records including Internal Revenue Code
Form 990, except portions that the Friends is permitted to withhold from public disclosure under
the Internal Revenue Code.

b.
Complete results of the annual audit or review from a certified public accounting
firm of the Friend’s financial statements, the audit report(s), management letter, and any
responses thereto relating to any and all financial documents in connection with donations
raised on behalf of the Library

c.
Friends, its agent, auditor or administrative entity shall retain for a period of five
(5) years following the termination or expiration of this Agreement, any and all records of Friends
as referenced in Article II herein. Friends or its administrative entity shall provide City reasonable
access thereto, to enable review and preparation of financial statements, tax returns and for any
reasonable business purpose as determined by City.

10.
CONFLICT OF INTEREST; SEPARATE IDENTITIES OF THE PARTIES.

a.
All persons acting in connection with the Friends, who are not on the City’s payroll,
shall not be considered employees or volunteers of the City. It is the intention of the parties
hereto that the Friends shall be acting as an independent entity, and no other relation, including
agency, shall be created or deemed to be created by this Agreement. Nothing contained in this
Agreement shall be construed to make the City or the Friends partners or joint ventures, or to
render either the City or the Friends liable for any of the debts or obligations of the other, or to
create any agency relationship by or between them. Neither party may contract for or incur debts
on behalf of the other except as provided in this Agreement. When obtaining donations, the
Friends shall take appropriate actions to communicate the nature of the relationship between
the City and the Friends as set forth in this Agreement.

b.
This Agreement is subject to the provisions of Arizona Revised Statutes, §38-511,
and the City may terminate this Agreement if any person significantly involved in initiating,
negotiating, drafting, securing or obtaining this Agreement for or on behalf of the City becomes
an employee in any capacity of any other party to this Agreement or consultant to any other

party to this Agreement with reference to the subject matter of this Agreement during the Term
of this Agreement.

c.
Friends shall adopt a conflict-of-interest policy in its bylaws to state that any
director, officer or employee of Friends having a substantial interest in any Friends transaction
may not be involved or participate in the decision whether Friends should enter into the
transaction unless, prior to involvement or participation in the decision, the interest is disclosed
and formally recorded. For purposes of this provision, “substantial interest” does not include
unrestricted cash donations by a director, officer or employee of Friends.

11.
LIBRARY FUNDING ACTIVITIES.

The City of Tempe Community Services Department and Friends through their
designated representatives shall meet at least yearly on a date mutually convenient to both
parties to discuss an annual donation budget that may be made available for distribution to the
Library. The parties’ representatives shall make their recommendations regarding the amount
of funds available for distribution for Library use to Friends board and City of Tempe Library
Division.

12.
COMPETITIVE BUSINESS ACTIVITIES.

Nothing contained in this Agreement shall in any way preclude the City from engaging in
other fund-raising activities. No party to this Agreement shall attempt to redirect donations or
funds received by or intended for the other, whether in connection with the performance of their
obligations pursuant to this Agreement or outside of the Agreement. Neither party shall interfere
or conflict with, or attempt to change, affect or alter, any decision of any prospective donor as
to whether the intended donation is to be received by either the City, Friends or any other
affiliated entities.

13.
SOLICITATION MATERIAL.

14.
CANCELLATION RIGHTS.

Either party may terminate this Agreement at any time upon one hundred twenty (120)
days' prior written notice to the other. The rights and obligations of the City and Friends under
this Agreement shall cease on the date of termination. In addition to any other rights of
termination, the City shall have the right to terminate this Agreement in accordance with Arizona

Revised Statutes (“A.R.S.”) § 38-511, as amended.

15.
INSURANCE REQUIREMENTS. Prior to the Commencement Date, Friends shall
procure and maintain in effect insurance against claims for injuries (including death) to persons
and for damages to property, which claims may arise from or in connection with the operation
and management of the Designated Space by Friends, its agents, representatives, employees,
subcontractors, or sub- subcontractors.

a.
Friends shall maintain limits no less than:

i.
Commercial General Liability: $1,000,000 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 and completed operations. The general
aggregate limit shall apply separately to the activities contemplated by this Agreement or
the general aggregate shall be twice the required occurrence limit.

ii.
Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage, including coverage for owned, hired, and non-owned
vehicles as applicable.

iii.
Workers' Compensation and Employers' Liability: Workers' Compensation
and Employers' Liability statutory limits as required by the State of Arizona.

iv.
Fidelity Bond: A blanket fidelity bond covering all officers and employees,
in an amount not less than $7,500, with any deductible not to exceed $1,000, including
the City as an additional obligee or loss payee as its interest may appear.

b.
Any deductibles or self-insured retentions must be declared and approved by the
City. At City's option, either the insurer shall reduce or eliminate any deductibles or self-insured
retentions with respect to the City, its officials, employees, and volunteers or Friends shall
procure a bond guaranteeing payment of losses and related investigations, claims
administration, and defense expenses.

c.
The policies or self-insurance certifications shall contain, or be endorsed to
contain, the following provisions:

i.
Commercial General Liability and Automobile Liability Coverage.

A.
The City, its officials, employees, and volunteers are to be covered
as additional insureds as respects: liability arising out of activities performed by or
on behalf of Friends including the insured's general supervision of Friends;
products and completed operations of Friends; premises owned, occupied or used
by Friends, or automobiles owned, leased, hired or borrowed by Friends. The
coverage shall contain no special limitations on the scope of protection afforded to
the City, its officials, employees, or volunteers related to Friends, its employees',

agents', subcontractors', or sub-subcontractors' activities pursuant to this
Agreement.

B.
Friends' insurance coverage shall be primary as respects the City,
its officials, employees, and volunteers. Any insurance or self- insurance
maintained by the City, its officials, employees, or volunteers shall be excess of
Friends insurance and shall not contribute to it.

C.
Any failure to comply with reporting prov1s1ons of the policies shall
not affect coverage provided to the City, its officials, employees, or volunteers.

D.
Coverage shall state that Friends' insurance shall apply separately
to each insured against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.

ii.
Workers' Compensation and Employers' Liability Coverage. The insurer
shall agree to waive all rights of subrogation against the City, its officials, employees and
volunteers for losses arising from the activities performed by Friends for the City pursuant
to this Agreement.

iii.
All Coverages. Each insurance policy required by this Agreement shall be
endorsed to state the coverage shall not be suspended, voided, and/or canceled by either
party, reduced in coverage or in limits except after thirty (30) days prior written notice by
certified mail, return receipt requested, has been given to City.

d.
Friends shall:

i.
Prior to the Commencement Date, furnish the City with certificates of
insurance, in form and with insurers acceptable to the City's Risk Manager (or designee)
which shall clearly evidence all insurance required in this Agreement and provide that
such insurance shall not be canceled, allowed to expire or be materially reduced in
coverage except on thirty (30) days prior written notice to and approval by the City, and in
accord with the stated insurance requirements of this Exhibit. T h e City shall not be
obligated, however, to review same or to advise Friends of any deficiencies in such
policies and endorsements, and such receipt shall not relieve Friends from, or be deemed
a waiver of the City's right to insist on, strict fulfillment of Friends' obligations under this
Agreement.

ii.
Provide certified copies of endorsements and policies if requested by the
City in lieu of or in addition to certificates of insurance.

iii.
Replace certificates, policies, and endorsements for any such insurance
expiring prior to completion of services.

iv.
Maintain such insurance throughout the term of this Agreement, including
all renewals. If any required insurance lapses, and is not reinstated promptly, the City

may terminate this Agreement effective on the date of such lapse of insurance.

v.
Place such insurance with insurers and agents licensed and authorized to
do business in Arizona and having a "Best's" rating of no less than A-VII.

vi.
Maintain such coverage continuously throughout the term of this
Agreement and without lapse for a period of two years beyond the expiration or
termination of this Agreement, if any of the required insurance is provided under a claims-
made form, to the extent that occurrences during the term of the Agreement give rise to
claims made after expiration of the Agreement, such claims shall be covered by such
claims-made policies. Such extension of coverage shall be evidenced by annual
certificates of insurance.

e.
Friends shall include all subcontractors and sub-subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements for each
subcontractor and sub-subcontractor. All coverage for subcontractors and sub-
subcontractors shall be subject to all of the requirements stated herein for Friends.

f.
Friends shall have sole responsibility and control over the Designated Space.
Friends shall be solely and completely responsible for the condition of the Designated
Space, including the safety of all persons (including employees) and property at the
Designated Space. This requirement shall apply continuously and not be limited to normal
hours of the Designated Space. Safety provisions shall conform to all applicable federal
(including OSHA), state, county, and local laws, ordinances, codes, and regulations. Where
any of these are in conflict, the more stringent requirement shall be followed. Friends' failure
to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve it
from compliance with the obligations set forth therein.

16.
INDEMNITY.

To the fullest extent permitted by law, Friends shall defend, indemnify and hold
harmless City, its agents, officers, officials, employees and volunteers from and against all
claims, damages, losses and expenses (including but not limited to attorney's fees, court
costs, and the costs of appellate proceedings), arising out of, or alleged to have resulted
from the negligent acts, errors, mistakes, omissions, work, services, or professional
services of Friends, its agents, employees, or any other person (not the City) for whose
acts, errors, mistakes, omissions, work, services, or professional services Friends may be
legally liable in the performance of this contract. Friends' duty to hold harmless and
indemnify the City, its agents, officers, officials, employees and volunteers shall arise in
connection with any claim for damage, loss or expenses that is attributable to bodily injury,
sickness disease, death, or injury to, impairment, or destruction of any person or property,
including loss of use resulting there from, caused by any negligent acts, errors, mistakes,
omissions, work, services, or professional services in the performance of this contract by
Friends or any employee of Friends, or any other person (not the City) for whose negligent
acts, errors, mistakes, omissions, work, or services Friends may be legally liable. The

amount and type of insurance coverage requirement set forth herein will in no way be
construed as limiting the scope of indemnity in this paragraph.

17.
EVENTS OF DEFAULT.

It shall be an event of default hereunder (an "Event of Default") if any one or more of
the following events shall occur:

a.
The City fails in any material respect to perform any of its obligations and
agreements hereunder and such failure continues for a period of ten (10) business days
after written notice from Friends.

b.
Friends is dissolved; applies for or consents to the appointment of a receiver,
trustee or liquidator of all or a substantial part of its assets; files a voluntary petition in bankruptcy
or otherwise seeks to avail itself of any federal or state laws for the relief of debtors; admits in
writing its inability to pay its debts as they become due; makes a general assignment for the
benefit of creditors; or files a petition or an answer seeking reorganization or arrangement with
creditors or to take advantage of any insolvency law or files an answer admitting the material
allegations of any petition filed against it in any bankruptcy, reorganization or insolvency
proceeding.

c.
Friends fail in the reasonable judgment of the City to perform any of its obligations
hereunder and such failure continues for a period of five (5) business days after written notice
from City.

d.
Friends abandon or discontinue operation of the Designated Space for a period of
48 consecutive hours, where such abandonment or discontinuance is not caused by the
damage, destruction or closing of the Facility.

e.
Any person employed by or serving on the Board of Directors (or equivalent
governing body) of Friends at the Cafe or Bookstore is convicted of any felony or any
misdemeanor involving dishonesty or moral turpitude. For purposes of this Agreement, moral
turpitude includes, but is not limited to, acts involving fraud, deceit, intentional dishonesty, or
serious criminal behavior.

f.
Friends' failure to obtain and maintain any insurance coverage required to be
maintained by it hereunder.

Upon the occurrence of an Event of Default, this Agreement shall terminate, and neither
party shall have any further obligation or liability to the other except as otherwise provided
herein.

18.
FRIENDS' OBLIGATIONS ON TERMINATION.

Upon termination of this Agreement for any reason, Friends shall (a) remove its own

property from the Designated Space within ten (10) calendar days after such termination; (b)
surrender the Designated Space to the City, broom clean and in the same condition as when
received, ordinary wear and tear excepted; (c) surrender (and assign, if permitted) to the City
all licenses, permits and/or other authorizations or property required for the operation of the Cafe
in accordance with the directions of the City and with applicable governmental laws,
regulations, orders, or other provisions; (d) deliver to the City possession of the Designated
Space and the Operating Equipment and Supplies, together with all keys and other items used
in connection with the operation of the Designated Space. Any and all contracts, leases,
licenses, warranties, guarantees, and other Operating Equipment and Supplies held in Friends'
name shall be assigned by Friends to City and Friends agrees to execute and deliver such
instruments of assignment in connection therewith in such form and in such descriptions as
may be from time to time requested by the City after termination of this Agreement.

19.
NOTICES.

All notices which shall or may be given pursuant to this Agreement shall be in writing and
transmitted by registered or certified mail, return receipt requested, addressed as follows:

If to Friends:

Chairman
Friends of the Tempe Public Library
3500 S. Rural Road
Tempe, Arizona 85282

If to the City:

City Manager
City of Tempe
31 E. Fifth Street
Tempe, Arizona 85281

and

Community Services Manager
City of Tempe
3500 South Rural Road
Tempe, Arizona 85282

With copy to:

City Attorney
Tempe City Attorney’s Office
21 East Sixth Street, Suite 201
Tempe, Arizona 85281

Either party may designate any other address for this purpose by written notice to the
other party in the manner described herein.

20.
MISCELLANEOUS PROVISIONS.

a.
Further Actions. T h e City and Friends agree to execute all contracts, agreements
and documents and to take all actions necessary to comply with the provisions of this Agreement
and the intent hereof.

b.
Assignment. Friends shall not assign or in any manner sell or transfer any of its
rights and interests in this Agreement, including without limitation, its right to operating
revenues generated by the Cafe and Bookstore.

c.
Binding Effect. This Agreement shall be binding on and shall inure to the benefit
of the successors in interest and the permitted assigns of the parties.

d.
Operation of the Designated Space. If at any time during the term hereof it
becomes necessary in the reasonable opinion of Friends or the City, to cease operation of any
part of the Designated Space to protect the Designated Space and/or the health, safety and
welfare of the guests and/or employees of the Cafe and Bookstore or the Facility for reasons
of force majeure such as, but not limited to, acts of war, insurrections, civil strife and commotion,
labor unrest, or acts of God, then in such event, upon written notice to the other, the City or
Friends may close and cease operation of all or part of the Designated Space, reopening and
commencing operation when they deem that such may be done without jeopardy to the
Designated Space, its guests and employees.

e.
Amendments; Counterparts. This Agreement may be amended or modified only
by a written agreement executed by both parties. This Agreement may be executed in one or
more counterparts, all of which, when taken together, shall be deemed an original. The captions
for each Article are intended for convenience only and are not intended to define, limit or
describe the scope of any provision of this Agreement.

f.
Dispute Resolution. If there is a dispute hereunder which the parties cannot
resolve between themselves, the parties agree that there shall be a forty-five (45) day
moratorium on initiating litigation during which time the parties agree to attempt to settle the
dispute by nonbinding mediation. The mediation shall be held under the commercial mediation
rules of the American Arbitration Association. The matter in dispute shall be submitted to a
mediator mutually selected by Friends and the City. If the parties cannot agree on a mediator
within seven (7) days, then within three (3) days thereafter, the City and Friends shall request
that the presiding judge of the Maricopa County Superior Court appoint an independent
mediator. The mediator selected shall have at least five (5) years’ experience in mediating or
arbitrating similar. The cost of any such mediation shall be shared equally by the parties. The
results of the mediation shall be nonbinding on the parties, and any party shall be free to initiate
litigation after the moratorium.

g.
Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Arizona. This Agreement has been made and entered
into in Maricopa County, Arizona.

h.
Waiver. No waiver by either party of any breach of any of the terms, covenants
or conditions of this Agreement shall be construed or held to be a waiver of any succeeding or
preceding breach of the same for any other term, covenant or condition herein contained.

i.
Attorney's Fees. In the event of any actual litigation between the parties in
connection with this Agreement, the party prevailing in such action shall be entitled to recover
from the other party all of its costs and fees, including reasonable attorneys' fees, which shall
be determined by the court and not by the jury.

j.
Severability. In the event that any phrase, clause, sentence, paragraph, section,
article or other portion of this Agreement shall become illegal, null or void or against public policy,
for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void
or against public policy, the remaining portions of this Agreement shall not be affected thereby
and shall remain in full force and effect to the fullest extent permitted by law.

k.
Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof and all prior and contemporaneous
agreements, representations, negotiations and understandings of the parties hereto, oral or
written, are hereby superseded and merged herein.

l.
No Partnership or Joint Venture. In performing its duties under this Agreement,
Friends is an independent contractor and nothing in this Agreement or otherwise in the
relationship of the parties shall render them partners or joint venturers.

m.
Captions; Title. The title captions, articles, and paragraph titles of this Agreement
are for reference and convenience only and shall not be deemed to limit, construe or affect the
meaning of the Agreement, articles or paragraphs.

n.
Cooperation of the Parties. The parties agree to cooperate in good faith to
reasonably complete the obligations set forth in this Agreement.

o.
No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties
signing it and does not create nor shall it be construed to create rights in other parties. No parties
outside of this Agreement may enforce the terms and conditions of this Agreement.

p.
Nothing in this Agreement shall be construed to make the Friends either a public
or quasi-public entity, department or agency of the State of Arizona or the City, or to subject the
Friends to rules, regulations, laws or policies or procedures which are imposed upon or are
applicable to public agencies, entities or departments, or to provide any right to the public
(except the City as provided for herein) which the public may have with respect to any state or
public entity, department or agency.

q.
Neither this Agreement nor the performance of the parties’ obligations hereunder
shall subject the Friends to the State of Arizona public records act, Arizona Revised Statutes,
§39-101 et seq., audit by the State of Arizona Auditor General, State of Arizona conflicts of
interest laws Arizona Revised Statutes, §38-501 et seq., or any other laws, regulations or
policies applicable to the City.

r.
If applicable, the Friends agrees and warrants 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 laws, rules and regulations, including but not limited to, the Fair Labor
Standards Act, the Walsh-Healy Act, and the Arizona Fair and Legal Employment Act. A breach
of this warranty is a material breach of this Agreement and may result in termination. The City
retains the right to inspect the documents of any and all contractors and subcontractors
performing work and/or services pursuant to this Agreement. Any and all costs associated with
the City inspection are the Friends’ sole responsibility. The Friends hereby agrees to indemnify,
defend and hold the City harmless for, from and against all losses and liabilities arising from any
and all violations hereof.

s.
The City is an equal opportunity, affirmative action employer. Friends hereby
covenant that it shall not discriminate unlawfully against any employer or applicant for
employment, nor shall it deny the benefits of this Agreement on the basis of race, color, gender,
gender identity, sexual orientation, national origin, physical or mental disability, age, sex, or
veteran status.

[Signatures on the following page.]

IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its
name and behalf by its Mayor and its seal to be hereunto duly affixed and attested to by the City
Clerk, and the Friends has executed and sealed the same on or as of 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

FRIENDS OF THE TEMPE
PUBLIC LIBRARY,
An Arizona non-profit corporation

By: ___________________________

Name: ________________________

Its: ___________________________

Exhibit A
Café
Bookstore