Agreement

LEASE AGREEMENT
BETWEEN
THE WICKENBURG SPORTSMEN’S CLUB, INC.
AND
THE TOWN OF WICKENBURG

THIS LEASE AGREEMENT (this “Agreement”) is entered into as of Tul 4 Vv ,
2022, by and between the Town of Wickenburg, Arizona, (the “Town” or “Landlord’j, and the
Wickenburg Sportsmen’s Club, Inc., an Arizona nonprofit corporation (““Sportsmen’s Club” or
“Tenant”). The Town and Sportsmen’s Club are referred to herein individually as a “Party” and
collectively as the “Parties” of this Agreement.

RECITALS

WHEREAS, on February 2, 1992, the Town and Sportsmen’s Club entered into a Lease
Agreement (the “Lease Agreement”) for a three (3) year term; and

WHEREAS, the Parties renewed the Lease Agreement with the most recent renewal
approving a 20-year term from execution on or about November 14, 2011 through November 13,
2031 (the “Amendment”); and

WHEREAS, Sportsmen’s Club provides important services to the Wickenburg
community including public recreation and training in firearm safety; and

WHEREAS, Sportsmen’s Club allows Wickenburg residents and/or business owners with
a physical location within the Town membership opportunities in the Sportsmen’s Club; and

WHEREAS, Town wishes to continue to allow use of Town property, which is described
in paragraph | below, for firearm safety, education, discharge of firearms and public recreation
benefits public health and safety; and

WHEREAS, the parties desire to establish a long-term agreement to continue use of the
Town’s property by Sportsmen’s Club upon the updated terms and conditions of this Agreement,
which shall supersede and replace in its entirety the previous Lease Agreement and Amendment
as denoted above.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained, the Parties do hereby undertake, promise, and agree, each for itself
and its successors and assigns, as follows:

lL. Premises. Town does hereby lease to Sportsmen’s Club and Sportsmen’s Club hereby
leases from Town that parcel of land located at 1385 North Constellation Road,
Wickenburg, Arizona 85390, and more particularly described in Exhibits A and A-1 (the

“Premises”). The Premises shall include both the real property described in Exhibits A
and A-1, including any improvements thereto, and all buildings and fixtures located upon
the real property, as described in Exhibit B.

Term. The term of this Agreement shall be for thirty (30) years, commencing on July 6,
2022, and ending on July 5, 2052, unless sooner terminated as provided herein.

Rent. The annual rent payable under this Agreement to the Town by the Sportsmen’s
Club shal! be $4,500.00, which is estimated to be the fair market value of the Premises as
of the date of this Agreement (the “Rent”). Sportsmen’s Club shall pay the Rent to the
Town in advance and without set-off of any kind commencing on the first day of the
effective date of this Agreement, and yearly thereafter. After the first Lease Year, the
Rent paid by Tenant shall be increased for each Lease Year during the thirty-year term of
this Agreement, in the same amount of any increase in the Consumer Price Index (“CPI”)
during the preceding Lease Year. For purposes of this Lease, CPI means the United
States Department of Labor, Bureau of Statistics Consumer Price Index for all Urban
Consumers (CPI-U), U.S. City Average (1982-1984=100). If at any time CPI ceases to
exist, Town may substitute any official index published by the Bureau of Labor Statistics
or by a successor or similar government agency as may then exist and which in
Landlord’s reasonable business judgment shall be most nearly equivalent to the CPI.
Notwithstanding this Section, the Parties agree that in no case shall any single, twelve
(12)-month rate of increase exceed five percent (5.0%).

Acceptance of Premises. Tenant has inspected the Premises prior to entering into this
Agreement and agrees to accept the Premises in an “as is, where is” condition without
any warranty or representation from Town, either express or implied, of any kind or
nature whatsoever with respect to the Premises, including, but not limited to, any
warranty of merchantability, habitability, or fitness for any particular or specific purpose,
and all such warranties are hereby disclaimed.

Possession & Use of Premises.

a. Town agrees that so long as Tenant shall timely pay the Rent and perform its
obligations under this Agreement, Tenant shall peaceably have and enjoy the use of
the Premises for the purposes provided in this Agreement. Specifically, the Premises
may only be used by Tenant in connection with Sportsmen’s Club activities,
including, but not limited to, organizational activities, public cultural exhibitions, and
community events. Authorized uses include the right to discharge firearms and
conduct shooting range activities in accordance with federal, state, and local laws.
Sportsmen’s Club may, at its expense, hire an on-sight range host to assist in such
activities, with the host permitted to remain on site in locations approved by the
Parties.

b. The Sportsmen’s Club may sublease the Premises to third parties with the approval of
the Town Manager to provide additional training and activities for the community.
Such approvals shall be at the discretion of the Town Manager and may be withheld
in his or her sole and absolute discretion. For any sublease approved by the Town,
the Sportsmen’s Club shall prepare a written sublease agreement which shall require

2

the sublessee to be bound by the terms and conditions of this Agreement. Tenant
shall remain responsible for all loss or damage to the Premises and any third-party
claims, for injury or otherwise, resulting from any occurrence involving sublessees.

The Premises shall remain available to the Town Police Department for use from 8:00
a.m. until 5:00 p.m. Monday through Friday, for training activities on the shooting
range. Use by the Town Police Department shall be without cost or obligation to the
Town as additional consideration for use of the Property. The Parties hereby agree to
meet and confer regarding scheduling of such uses on an annual basis to ensure
reasonable access.

Sportsmen’s Club shall be responsible for scheduling public and private use of the
facilities, including any Town-uses scheduled pursuant to subsection c of this Section.
Any conflicting scheduling of the facility between the Town and Sportsmen’s Club
shall be resolved by the Town Manager and the President of the Sportsmen’s Club
meeting to discuss such scheduling conflicts. If the Parties cannot resolve such
dispute after meeting in good faith, Sportsmen’s Club shall have the authority under
this Agreement to make final scheduling decisions to ensure proper access and
staffing for use and, if the Town disagrees with such scheduling of uses, the Town
may commence termination of the Agreement in accordance with Section 14 below.

Sportsmen’s Club shall be responsible for arranging access to the Premises for its
events and activities.

Sportsmen’s Club may be required to obtain a special event permit for any public
events held on the Premises, as applicable. Nothing in this Agreement is a waiver of
Town special event permit requirements, which may be amended from time to time
by the Town Council.

Sportsmen’s Club may adopt reasonable rules and regulations with respect to use of
the Premises, including reasonable fees for such use from users other than the Town,
which shall be for Sportsmen’s Club’s use and benefit. Sportsmen’s Club understands
and agrees that the leasing of the Premises is an event for which tax may be
applicable, and Sportsmen’s Club is responsible for the collection and payment of any
applicable taxes.

Sportsmen’s Club may allow its members who meet criteria established by
Sportsmen’s Club to access and use the Property in accordance with this Agreement
in furtherance of the Club’s mission to teach firearm safety and create opportunities
for recreation. Sportsmen’s Club shall ensure that all of its authorized members who
use the Premises are knowledgeable with regard to the proper use of weapons and that
the firearm range follows nationally recognized organizational standards for firearm
safety during use. Sportsmen’s Club agrees that all of its authorized members shall
be subject to Firearm Shooting Range Safety Rules (“Range Rules”) approved by
Sportsmen’s Club and the Town prior to use, which such Range Rules may be
modified from time to time during the term of this Agreement and shall remain on file
with the Parties for mutual reference.

The Sportsmen’s Club hereby acknowledges and agrees that the use of the Premises
by Sportsmen’s Club is and will continue to be subject to all applicable laws and
regulations of the State and the Town. Sportsmen’s Club shall not conduct or permit
to be conducted any unlawful or hazardous activity upon the Premises or conduct any
activities that could constitute waste or a public or private nuisance, except that this
subsection does not include lawful range operations conducted in compliance with
industry standards and the discharge of lead from normal range use. The Sportsmen’s
Club accepts sole responsibility for all wastes produced by its operation, activities,
and occupation of the Premises.

No chemical usage is permitted on the Premises (e.g., no tear gas, pepper spray, and
other chemical agents).

6. Environmental Laws and Regulations.

a.

Sportsmen’s Club represents and warrants to Town that it will not generate, release,
place or allow to remain on the Premises any hazardous or toxic substances or wastes
(e.g., gas spill, oil spills, or storage portable propane tanks not in use), or other
“Regulated Substances” which may create a hazardous condition on the Premises.
Regulated Substances include, but are not limited to, substances, materials or wastes
regulated under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, e¢.
seq.; the Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. § 9601, ef. seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, ev.
seq.; the Arizona Hazardous Waste Management Act, A.R.S. § 49-921, et. seq.; the
Arizona Underground Storage Tank Regulation Act, A.R.S. § 49-1001, e¢. seq.; and
the rules and regulations adopted, and guidelines promulgated pursuant to laws
relating to pollution, protection of the environment, public health, safety, or industrial
hygiene.

In addition to the other requirements of this Section, Tenant shall not release,
discharge, leak or emit, or permit to be released, discharged, leaked or emitted into
the atmosphere, ground, soil, sewer system, surface water or groundwater any
substance if such substance (as reasonably determined by Landlord, or any
governmental authority) does or may pollute or contaminate the same, or may
adversely effect (a) the environment, (b) the health, welfare or safety of persons
whether located on the Premises or elsewhere, or (c) the condition, value, use or
enjoyment of the Premises or any other real or personal property. Tenant has or will
timely obtain, maintain, and comply with all provisions of all permits, licenses and
other authorizations which are required by law.

Tenant shall immediately notify Landlord, orally and in writing, of any allegations by
any governmental authority or other person or entity of any event of non-compliance
with applicable laws or permits of this Section. Tenant shall also immediately notify
Landlord orally and in writing, of any allegations by any governmental authority or
other person or entity, of any events, conditions, circumstances, activities, practices,
incidents, actions or plans which may interfere with or prevent continued compliance
with applicable laws, permits, or the provisions of this Section, or which may give
rise to any common law or legal liability, or otherwise form the basis of any claim,
action, suit, proceeding, hearing or investigation, based on or related to the

4

generation, manufacture, distribution, use, treatment, storage, disposal, transport, or
handling, or the emission, discharge, release or threatened release into the
environment, of any pollutant, contaminant or Regulated Substance.

d. Landlord, or its authorized representative, agent, or contractor, shall have the right,
upon reasonable notice, to inspect the Premises and to review and copy documents,
records, and data maintained by Tenant relating to substances used and stored on the
Premises or disposed of, released, or otherwise removed from the Premises, in order
to assure itself that Tenant is in compliance with the provisions of this Section.

e. In addition, Landlord shall have the right, at its expense, to perform periodic
environmental inspections as Landlord deems necessary using the services of a
qualified and duly licensed environmental engineers approved by Tenant whose
approval thereof may not be unreasonably withheld. The said engineers shall conduct
such sampling and testing of soils, water, substances, and emissions as Landlord
deems necessary to assure itself that Tenant is in compliance with the provisions of
this Section. In the event the results of the inspection indicate a need for further
testing and/or remediation as a result of Tenant’s use of the Premises in order to
comply with ADEQ or EPA remediation standards or guidelines, then Tenant hereby
agrees to reimburse Landlord for its reasonable inspection costs and to pay for such
additional testing and remediation as will be required as a consequence of Tenant’s
use of the Premises. Should remediation be required as a consequence of Tenant’s
use of Premises, Tenant shall immediately undertake such remediation as is necessary
to restore the condition of the Premises and shall diligently pursue such work to
completion. Tenant’s failure to timely perform its obligations under this Section shall
be considered a material breach of this Lease, and Tenant’s obligations under this
Section shall continue beyond the expiration or termination hereof. Nothing in this
Section shall constitute a waiver of any right of Tenant, including without limitation,
the right to receive contribution from any individual or entity responsible for
contamination of any part of the Premises.

f. To the fullest extent permitted by law, Tenant agrees to indemnify, defend and hold
Landlord harmless for any and all costs of legally required remediation of
environmental contamination and from any and all claims, demands, actions, suits,
proceedings, hearings, investigations, responsibility, liability, orders, injunctions,
judgments, fines, damages and losses of any nature whatsoever, arising out of or
relating in any way to Tenant’s present or future use of, or activities or operations on
or at, the Premises, or arising from or relating to any breach of the provisions of this
Section. Tenant also agrees to indemnify and hold Landlord harmless for any and all
costs and expenses incurred in connection therewith, including without limitation, any
and all attorneys’ and expert witness fees, investigation, clean up, removal, disposal,
remedial, corrective, or mitigating action costs, fines and penalties related to Tenant’s
use of the Premises. These indemnities shall survive the termination of this Lease.

Maintenance, Utilities & Improvements.

a. Sportsmen’s Club shall be responsible for all maintenance related to the interior of all
buildings on the Premises, as applicable. This includes, but is not limited to,
electrical, lighting, plumbing, walls, ceilings, and window maintenance.

5

10.

b. Sportsmen’s Club shall be responsible for structural maintenance and repairs to the
exterior of buildings, roofs, parking areas, and HVAC systems on the Premises, as
applicable. Sportsmen’s Club shall also be responsible for all other maintenance
related to the exterior of buildings, including, but not limited to, landscape
maintenance, shooting range maintenance, and maintenance of all exterior lighting.
The Parties hereby agree the premises are provided in an as-is condition with no
improvements or maintenance to be performed by the Town.

c. Sportsmen’s Club shall be responsible for the payment of all utilities for the Premises,
including water, gas, electric, cable television, and telephone. Landlord shall not be
liable under any circumstances for a loss of or injury to property, however occurring,
through or in connection with utility services.

d. Sportsmen’s Club agrees that it will not make structural alterations, additions, or
expansions without first having obtained written permission from the Town and that
any such work shall be performed in accordance with all applicable laws, codes, and
building regulations. All improvements and alterations installed or made by
Sportsmen’s Club shall be maintained at Sportsmen’s Club’s expense. Further,
Sportsmen’s Club shall deliver to the Town the plans, specifications, names and
addresses of contractors, copies of proposed contracts, and the necessary permits, all
in a form and substance satisfactory to Town and furnishing indemnification against
liens, costs, and damages as may be reasonably required by Town.

e. Prior to the expiration of the Agreement, Sportsmen’s Club shall, at its expense,
remove from the Premises all equipment and materials placed on the Premises by
Sportsmen’s Club. Any permanent structures constructed on the Premises shall
become the property of Town. Sportsmen’s Club agrees that it shall return the
Premises in a condition that is equal or better than the condition at the inception of the
Agreement and free from pollutants or contaminants.

Liability Insurance. During the entire term hereof, Tenant shall keep in full force and
effect a policy of public liability and property damage insurance with respect to the
premises and the businesses conducted by Tenant, in which the limits of public liability
shall not be less than $1,000,000 per person and $1,000,000 per occurrence, and in which
the property damage liability shall not be less than $1,000,000 per occurrence. The
policy shall name Landlord as an additional insured and shall! contain a clause that the
insurance company will not cancel or materially change the insurance without giving
Landlord thirty (30) days prior written notice. The insurance shall be in an insurance
company with an authorized to do business in the State of Arizona and a copy of the
policy or certificate of insurance shall be delivered to Landlord.

Compliance. Nothing contained in this Agreement shall exempt Sportsmen’s Club or any
user of the Premises from obtaining any and all required state, county, or Town permits
or approvals.

Membership. Sportsmen’s Club agrees to allow Wickenburg residents and business
owners with a physical location within the Town, membership opportunity so long as
Wickenburg residents (i) pass a background check and security requirements established

6

IL.

12.

13.

14.

by Sportsmen’s Club and (ii) follow all Sportsmen’s Club membership requirements and
Range Rules governing use of the Premises. Sportsmen’s Club further agrees the Board
of Directors, Officers and at least 2/3s of its voting membership must be full-time
residents within the following six zip codes: 85390, 85362, 85361, 85342, 85332 and
85320, which make up the Wickenburg community. Any bylaw amendments which
would alter this voting or other Board of Director/Officer requirements shall require
Town approval or such amendments may trigger termination pursuant to Section 14(c).

No Employment Relationship. Sportsmen’s Club understands and agrees that none of the
terms and conditions of this Agreement are intended to create an employer/employee
relationship and that all employees, agents, contractors, subcontractors, and volunteers of
Sportsmen’s Club are not employees of the Town.

Hold Harmless.

a. Landlord shall not be responsible or liable for any loss, theft, or damage to property
or injury to or death of any person on the Premises (or about the Premises due to
activities on the Premises), except for Landlord and its agents and assigns, and except
for loss, theft, or damage to property or injury or death which results from Landlord’s
negligence, and Tenant agrees to indemnify, defend, and hold Landlord harmless
therefrom.

b. Tenant agrees that Landlord shall not be liable or responsible for any loss, injury,
death, or damage to persons or property which at any time may be suffered or
sustained by Tenant, customers, invitees, or licensees using or coming onto the
Premises. Tenant agrees to indemnify and hold Landlord harmless from any and all
claims, liabilities, losses, damages, costs, and expenses whatsoever, arising from the
use of the Premises by Tenant’s agents, employees, customers, invitees, or licensees.

c. Ifany person not a party to this Agreement shall institute an action against Tenant
which is subject to this indemnity in which Landlord involuntarily and without cause
shall be made a party defendant, Tenant shall indemnify and defend Landlord through
legal counsel reasonably satisfactory to Landlord and shall save Landlord harmless
from all liabilities by reason thereof, including reasonable attorneys’ fees and all costs
incurred by Landlord in such action.

Default. Should either Party be in default in the performance of any of the obligations set
forth herein, then the non-defaulting Party may send notice to the defaulting Party, in
writing, setting forth the condition of default and demanding that the default be cured
within thirty (30) days. Should the default not be cured within the thirty (30) day period,
then the non-defaulting Party may seek any remedy available in equity or law, including,
but not limited to, termination of this Agreement as provided in Section 14. This default
provision shall apply to the entire Agreement except the provisions regarding payment of
insurance premiums, notice of cancellation, and terminations under Section 14(a) below.

15.

16.

17.

18.

a. The Town may immediately terminate, suspend, or revoke the privileges of this
Agreement for failure on the part of the Tenant to maintain or operate shooting range
activities in a safe manner in accordance with the Range Rules. Immediate
termination, suspension, or revocation has no provision for corrective action and is at
the will of the Town.

b. The Town may terminate the Agreement at any time pursuant to A.R.S. § 38-511 for
conflicts of interest.

c. Either Party may terminate this Agreement for convenience by providing sixty (60)
days’ prior written notice to the other Party. No compensation shall be refunded or
pro-rated upon such voluntary early termination by Tenant. If Town elects for early
termination in accordance with this subsection, Tenant shall receive a pro-rata refund
of the annual rent paid pursuant to Section 3.

d. The Town will not be liable for any compensation to the Tenant for losses from
termination, suspension, or revocation of privileges pursuant to this Section,
including, but not limited to, income, wages, or training time.

No Waiver. Failure of the Town to insist upon strict performance of any term of this
Agreement shall not constitute or be construed as a waiver or relinquishment of the
Town’s rights to thereafter to enforce any such term.

Assignment. This Agreement is not assignable by either party in whole or part without
the written consent of the other party.

Notice. Whenever this Agreement requires that notice be given to a party to the
Agreement, the notice shall be directed as follows:

Town: Town of Wickenburg
155 North Tegner Street, Suite A
Wickenburg, Arizona 85390
Attention: Town Manager

With copy to: Pierce Coleman PLLC
7730 E Greenway Rd Suite 105
Scottsdale, AZ 85260
Attention: Trish Stuhan, Town Attorney

Sportsmen’s Club: Sportsmen’s Club
Post Office Box 1581
Wickenburg, Arizona 85358
Attention: President

Inability to Perform. This Agreement and the obligations of Tenant hereunder shall not
be affected or impaired because Landlord is unable to fulfill any of its obligations or is
delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles,
acts of God or any other cause beyond the reasonable control of Landlord.

19.

Entire Agreement and Modification. This Agreement constitutes the entire agreement of
the parties and can only be modified if in a writing signed by both parties and approved
in the same manner as this Agreement was approved.

Attorneys’ Fees. In the event of any action or proceeding brought by either Party against
the other under this Agreement, the prevailing Party shail be entitled to recover all costs
and expenses including the fees of its attorneys in such action or proceeding in such
amount as the court may adjudge reasonable as attorneys' fees.

Choice of Law. The laws of the State of Arizona shall govern this Agreement.

Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but
shall, wherever possible, be cumulative with all other remedies at law or in equity.

Counterparts. This Agreement may be executed in any number of counterparts, all of
which shall be deemed to constitute the same instrument, and each an original.

[SIGNATURES ON FOLLOWING PAGES. ]

“Town”

TOWN OF WICKENBURG,
an Arizo) nicipal corporation

By:

Rui Pereira, Mayor

I Bex

Amy Brown, Town Clerk

ATTEST:

APPROVED AS TO FORM:

v: —Lh 4 APT =
Cth Stdhan, Town Atomey
Coleman Pi LLC

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

10

“Sportsmen’s Club”

WICKENBURG SPORTSMEN’S CLUB, INC.
an Arizona nonprofit corporation

» Lvl Litter

Its: 7 es lent

STATE OF ARIZONA

)

) ss.

COUNTY OF MARICOPA )

; On \. \ Wy , 2022, before me personally appeared Nenriel ced.
the TC

nonprofit corporation, whose identity was proven to me on the basis of satisfactory evidence to
be the person who he claims to be, and acknowledged that he signed the above document, on

behalf of the corporation.

(Affix notary seal here)

of the WICKENBURG SPORTSMEN’S CLUB, INC., an Arizona

\ Mer

Notary Public C)

LISA J GRESS

Notary Public - Arizona
Maricopa County

Commission # 552439

My Comm. Expires Oct 23, 2022

EXHIBIT A

Depiction
ge
$4, | WICKENBURG SPORTSMENS CLUB e
ZR | MERGER Win
8g *
= | HASSAYAMPA BOWHUNTERS
RS
3 w2 Swa NW4
R < DOES NOT INCLUDE CONTAINS
E 20.0974 AC.
i Ra MCS WICKENBURG POSSE “
8 PROPERTY. woo aug
g : OEE PS
83
bn 2 base
7s Pe
Bl mse ma ery se1r vlexeypuas
Be tite P CLUB LEASE onee isos oF
= H-9-1971 WCKENDURG SPORFSIAH'S CUO
Zu NES NES TEAS COS ete IF
38 ' N2 Nw4 SW4
SQ | wSc Mercere CONTAINS
yy || BOWMUNTERS 19.9932 AC
RR
1
3 | we neiA sera wicxeaune
|, PONTAIS | SHES os
gS ! SE4 NE4 SE4
22 =! TOTAL ACRES
“lS PARCELS)
| 57.7514 Ac.
sae sons
EXHIBIT fy

12

EXHIBIT A-1

Description of Property

The Wickenburg Sportsmen’s Club is comprised of 7 parcels of land as shown in Exhibit A:

1.

The 1* Parcel described as follows: located in the NE4 of the NE4 of the SE4 of
Section 6, Township 7 North Range 4 West G&SR&BM, Maricopa County, Arizona.

This contains 10 +/- acres.

The 2" and 3“ described as follows: located in the W2 of the SW4 of the NW4, N2
of the NW4 of the SW4 of Section 5, Township 7 North Range 4 West G&SR&BM,
Maricopa County, Arizona. This contains 40 +/- acres.

The 4" Parcel described as follows: located in the SE4 of the NE4 of the SE4 of
Section 6, Township 7 North Range 4 West G&SR&BM, Maricopa County, Arizona.
This contains 10 +/-acres.

The 5'", 6'" and 7" Parcels described as follows: the W2 of the NE4 of the SE4, the
East 330' of the NW4 of the SE4, the East 330' SW4 of the NE4 of Section 6,
Township 7 North Range 4 West G&SR&BM, Maricopa County, Arizona. This

contains 38 +/- acres.

This Agreement does not contain that Parcel described as the North 150' of the W2
of the NE4 of the SE4. This parcel will be part of the Lease Agreement between the
Town of Wickenburg and the Maricopa County Sheriff's Posse and is not part of this

Agreement.

13

EXHIBIT B

Depiction of Improvements

Shooting
Bays

Skeet *
Shooting

Exhibit "B”
Improvements at
Wickenburg Sportsmens
Club

Clubhouse we, i
“ J Old Skeet
jis ' — Shooting
(removed)

4867-5027-5878, v, 2

14