Current Sponsorship Agreement

Sponsorsuip AGREEMENT
Dex E. Wess CENTER FOR THE PERFORMING ARTS

Tuis SPONSORSHIP AGREEMENT (“Agreement”) is entered into by and between the Town oF
WiIckeNBuRG, an Arizona municipal corporation (“Town”) and Del E. Webb Center for the
Performing Arts, an Arizona nonprofit corporation (“Contractor”). Town and Contractor are
sometimes referred to collectively as the “Parties,” either of which is sometimes individually
referred to as a “Party.”

RECITALS

Town has established a need for economic development to ensure a sustainable
community.

Contractor performs activities to market the Wickenburg community to potential visitors
and/or businesses in order to increase economic development.

Town and its Economic Development Advisory Committee have determined that the
general welfare of the citizens of Wickenburg will be substantially advanced by
authorizing the funding under the terms and conditions and for the purposes as set forth
in this Agreement.

The Parties acknowledge that tracking Town payments and Contractor deliverables and
outcomes resulting from Town funding is prudent practice to assure that public funds are
appropriately used and that the public receives the anticipated benefits of the funding.

AGREEMENT

Now, THEREFORE, based on the foregoing recitals, which are incorporated here by reference,
the Parties agree as follows:

Section |. Responsibilities of Contractor. Between the date of this Agreement and June
30, 2025, The Contractor agrees to plan, organize, and execute events that deliver economic
benefits to the Town. These events may include, but are not limited to shows, exhibits, festivals,
conferences, and other similar gatherings that attract visitors, generate revenue for local
businesses, and contribute positively to the Town’s economy. In addition to the economic impact,
the Contractor shall also organize and hold events, meetings, and activities that are designed to
involve and enhance the quality of life for the general public. These activities should foster
community engagement, cultural enrichment, and social interaction among residents.

Section 2. Responsibilities of Town. Between the effective date of this Agreement and
June 30, 2025, Town hereby agrees to commit funding from its annual budget to Contractor to fund
Contractor responsibilities described in Section 1 above. Town will pay the Contractor in
$5,000.000 installment within thirty (30) days of the execution of this Agreement by both parties
(the “Execution Date”).

Section 3. Public Use of Funds. All responsibilities of Contractor described in Section
1 above and supported by Town funding will be public in nature and, if Contractor has members,
participation will not be limited to Contractor’s members. If Contractor charges a fee for
businesses or individuals located in Town’s corporate limits to participate in responsibilities

described in Section 1 above, said fee will be the same for businesses or individuals that are not
members of Contractor as for businesses that are members of Contractor.

Section 4. Reporting. The Contractor shall submit a report at least 60 days before the
contract term ends. The report must include: 1) Economic impact of activities such as visitor
numbers and local business effects; and 2) quality of life impacts such as events, meetings, and
activities organized, with their public benefits. The Town shall review the report submitted
pursuant to this section and shall notify Contractor within sixty (60) days of receipt of the report
of any deficiencies. Contractor shall respond to any notice of deficiencies within thirty (30) days
of receipt. The Town shall review the response and make a final determination regarding the
eligibility of any disputed expenditures. The Town may request a refund of any funds determined
to be ineligible. Upon notice of the Town’s final determination and request for refund, Contractor
shall refund such funds within thirty (30) days.

Section 5. Corporate Documents. Before receiving payment under this Agreement,
Contractor shall ensure that copies of the following Contractor documentation, including any and
all amendments, are on file with Town:

Sil. Articles of incorporation.

5.2. Current bylaws.

5.3. Annual budget.

5.4. List of current members of Board of Directors.
5.5. Internal Revenue Service designation letter.

Any Corporate Documents already on file with the Town, provided they contain current
information, do not need to be resubmitted.

Section 6. Default. If either Party defaults (the “Defaulting Party”) with respect to any
of that Party’s obligations under this Agreement, the other Party (the ‘““Non-Defaulting Party”) shall
be entitled to give written notice in the manner prescribed in Section 8 below to the Defaulting
Party, stating the nature of the default claimed and demanding that the default be corrected. The
Defaulting Party shall then have twenty (20) days from the date of the notice within which to cure
the default. If any default is not cured within twenty (20) days, then the Non-Defaulting Party may
pursue any legal rights or remedies available by law, including commencement of litigation.

Section 7. Indemnity and Hold Harmless. Contractor shall indemnify and hold
harmless Town, its officers, employees, and agents from and against any and all claims relating to
Contractor’s activities, including but not limited to those funded in whole or in part by this
Agreement.

Section 8. Manner of Serving. All notices, filings, consents, approvals and other
communications provided for in or given in connection with this Agreement shall be validly given,
filed, made, transmitted or served if in writing and delivered personally or sent by registered or
certified United States mail, postage prepaid, to (or to such other addresses as any Party may from
time to time designate in writing and deliver in a like manner):

To Town:
Town oF WICKENBURG
Town Manager
155 North Tegner Street, Suite A
Wickenburg, Arizona 85390

With a copy to:
WICKENBURG TOWN ATTORNEY
Pierce Coleman PLLC
7730 E. Greenway Road, Suite 105
Scottsdale, AZ 85260

To Contractor:
DEL E WEBB CENTER FOR THE PERFORMING ARTS
2001 West Wickenburg Way
Wickenburg, Arizona 85390

Section 9. Waiver. No delay in exercising any right or remedy shall constitute a waiver
of that right or remedy, and no waiver by Town or Contractor of the breach of any term of this
Agreement shal! be construed as a waiver of any preceding or succeeding breach of the same or
any other term of this Agreement.

Section 10. __Attorney’s Fees. If any Party brings a lawsuit against any other Party to
enforce any of the terms of this Agreement, or by reason of any breach or default of this
Agreement, the prevailing Party shall be paid all reasonable costs and reasonable attorneys’ fees
by the other Party, in an amount determined by the court and not by the jury.

Section 11. __ Headings. The descriptive headings of this Agreement are inserted to assist
in understanding the meaning and construction of this Agreement.

Section 12. _ Recitals. The Recitals set forth at the beginning of this Agreement are
hereby acknowledged, confirmed to be accurate and incorporated here.

Section 13. _ Exhibits. Any exhibit attached to this Agreement shall be deemed to have
been incorporated in this Agreement by reference with the same force and effect as if fully set forth
in the body of this Agreement.

Section 14. __ Time Essence. Time is of the essence for purposes of this Agreement.

Section 15. _ No Assignment. Contractor’s obligations under this Agreement may not be
assigned without the written consent of the Town Manager or designee.

Section 16. __ No Partnership and Third Parties. It is not intended by this Agreement to,
and nothing contained in this Agreement shall, create any partnership, joint venture or other
arrangement between Town and Contractor. No term or provision of this Agreement is intended
to, or shall be for the benefit of any person, firm, organization or corporation not a party to this
Agreement, and no such other person, firm, organization or corporation shall have any right or
cause of action under this Agreement.

Section 17. _ Other Instruments. Each Party shall, promptly upon the request of the other,
have acknowledged and delivered to the other any and all further instruments and assurances
reasonably requested or appropriate to evidence or give effect to the provisions of this Agreement.

Section 18. _ Imposition of Duty by Law. This Agreement does not relieve any Party of
any obligation or responsibility imposed upon it by law.

Section 19. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties pertaining to the subject matter of this Agreement. All prior and
contemporaneous agreements, representation and understanding of the Parties, oral or written, are
hereby superseded and merged in this Agreement.

Section 20. _ Amendments to Agreement. No change or addition shall be made to this
Agreement except by a written amendment executed by the Parties. The Parties agree to cooperate
and in good faith pursue any amendments to this Agreement that are reasonably necessary to
accomplish the goals expressed by this Agreement.

Section 21. _ Good Standing; Authority. Contractor represents and warrants to Town that
it is duly formed and validly existing under the laws of the State of Arizona. Town represents and
warrants to Contractor that it is an Arizona municipal corporation with authority to enter into this
Agreement under applicable state laws. Each Party represents and warrants that the individual
executing this Agreement on its behalf is authorized and empowered to bind the Party on whose
behalf each such individual is signing.

Section 22. Severability. If any provision of this Agreement is declared void or
unenforceable, it shall be severed from the remainder of this Agreement, which shall otherwise
remain in full force and effect.

Section 23. _ Governing Law. This Agreement is entered into in Arizona and shall be
construed and interpreted under the laws of Arizona, and the Parties agree that any litigation or
arbitration shall take place in Maricopa County, Arizona.

Section 24. Interpretation. This Agreement has been negotiated by Town and
Contractor, and no Party shall be deemed to have drafted this Agreement for purposes of construing
any portion of this Agreement for or against any Party.

Section 25. _ Force Majeure. If any Party is unable to perform under this Agreement by
reason of “force majeure,” then the failure to perform shall not constitute a default under this
Agreement as long as the non-performing Party uses its best effort to remedy with all reasonable
speed the event or condition causing the non-performance and performance can be restored within
a reasonable amount of time. “Force majeure” means any condition or event not reasonably within
the control of a Party, including without limitation, “acts of God,” strikes, lock-outs, or other
disturbances of employer/employee relations; acts of public enemies; orders or restraints of any
kind of government of the United States or any state thereof or any of their departments, agencies,
or officials, or of any civil or military authority; insurrection; civil disturbances; riots;
epidemics/pandemics; landslides; lightning; earthquakes; subsidence; fires; hurricanes; storms;
droughts; floods; arrests, restraints of government and of people; explosions; and partial or entire
failure of utilities.

Section 26. _ Conflict of Interest. This Agreement is subject to A.R.S. § 38-511, which
provides for cancellation of contracts by government entities in certain instances involving
conflicts of interest.

Section 27. _ Federal Immigration Law. Contractor warrants that it, and any subcontractor
who performs any work for Contractor under this Agreement, will at all times comply with all
federal immigration laws and regulations that relate to its employees and with Arizona Revised

Statutes (A.R.S.)} § 23-214(A). Contractor acknowledges that pursuant to A.R.S. § 41-4401 a
breach of this warranty is a material breach of this Agreement subject to penalties up to and
including termination of this Agreement, and that Town retains the legal right to inspect the papers
of any employee ‘who works under the requirements of this Agreement to ensure compliance
with this warranty.

Section 28. _ Effective Date. This Agreement is effective on the date of the last Party’s
signature below.

Section 29. _ Termination. This Agreement shall terminate and thereafter be void for all
purposes under the following conditions:

29.1. Upon non-appropriation of funds, insufficient funds, or Contractor’s failure
to perform its responsibilities described in this Agreement, as determined by the Town
Council.

29.2. Automatically on July 1, 2025.

29.3. Upon 90 day written notice by either party

IN WITNESS WHEREOF, the Parties have executed this agreement as of the date set forth below
their respective signatures.

Town WA contrac or C P
Tue JAW icKENBURG, re . Wee CENTER FOR THE PERFORMING
a mugicipal corporation RTS,

an Arizona non-profit corporation

By:
Its: CEO
Date: 09/04/24

Date: G-3- Zf

ATTEST:

Amy Brown, Town Clerk

APPROVED AS TO Te.

Trish Stuhan, Town Attomey
Pierce Coleman PLLC