Current Sponsorship Agreement

SPONSORSHIP AGREEMENT
MARICOPA COUNTY HISTORICAL SOCIETY
DBA DESERT CABALLEROS WESTERN MUSEUM

THIS SPONSORSHIP AGREEMENT (“Agreement”) is entered into by and between the TOWN
OF WICKENBURG, an Arizona municipal corporation (“Town”) and Maricopa County Historical
Society dba Desert Caballeros Western Museum, 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 and marketing activities to en-
sure a sustainable community.

Contractor performs activities to market the Wickenburg community to potential visitors
and/or businesses.

Town has determined that the general welfare of the citizens of Wickenburg will be sub-
stantially 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 refer-
ence, 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 ben-
efits to the Town. These events may include, but are not limited to shows, exhibits, festivals, con-
ferences, 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 Con-
tractor 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 | above. Town will pay the Contractor in
$4,000.000 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 wil] be public in nature and, if Contractor has members,
participation will not be limited to Contractor’s members. If Contractor charges a fee for busi-
nesses or individuals located in Town’s corporate limits to participate in responsibilities described

in Section | 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 con-
tract 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 deficien-
cies. 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, Con-
tractor shall ensure that copies of the following Contractor documentation, including any and all
amendments, are on file with Town:

5.1. Articles of incorporation.

5.2. Current bylaws.

$.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 infor-
mation, 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 titigation.

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 Contrac-
tor’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 commu-
nications 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):

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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:
MARICOPA COUNTY HISTORICAL SOCIETY DBA
DESERT CABALLEROS WESTERN MUSEUM
21 North Frontier Street
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 Agrec-
ment shall 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 |]. 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 as-
signed 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 arrange-
ment 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 Agree-
ment, 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 al] further instruments and assurances rea-
sonably 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 Agree-
ment 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 accom-
plish 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 unenforce-
able, 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 con-
strued and interpreted under the laws of Arizona, and the Parties agree that any litigation or arbi-
tration 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 por-
tion of this Agreement for or against any Party.

Section 25. Force Majeure. If any Party is unable to perform under this Agreement by rea-
son of “force majeure,” then the failure to perform shall not constitute a default under this Agree-
ment 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 dis-
turbances 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;
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 pro-
vides 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 perfonns 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 com-
pliance with this warranty.

Section 28. Effective Date. This Agreement is effective on the date of the last Party’s sig-
nature below.

Section 29. Termination. This Agreement shall terminate and thereafter be void for all pur-
poses 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 Coun-
cil.

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 be-
low their respective signatures.

Contractor:

MARICOPA COUNTY HISTORICAL SOCIETY
DBA DESERT CABALLEROS WESTERN
MUSEUM,

4 an Arizona non-profit corporation
“Rnceenis, Mayor By: AO Dey
Date: G - 5. 2 ¢ ws: Eyecstive Dicector_
ATTEST: ) Date: 4- Yay

Amy Brown, Town Clerk

APPROVED AS TO FORM:

Trish Stuhan, Town Attorney
Pierce Coleman PLLC