Chamber Funding Agreement 2024

FUNDING AGREEMENT
THE ROUND Up CLUB, WICKENBURG CHAMBER OF COMMERCE

THIS FUNDING AGREEMENT (“Agreement”) is entered into by and between the TOWN
OF WICKENBURG, an Arizona municipal corporation (“Town”) and The Round Up Club,
Wickenburg Chamber of Commerce, 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

Contractor is an Arizona nonprofit corporation classified under Section 501(c)(6)
of the United States Internal Revenue Code.

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

Contractor performs activities to market the Wickenburg community to potential
visitors and/or businesses as a destination location with a commitment to quality
economic growth and development.

Town has 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 by
reference, the Parties agree as follows:

Section 1. Responsibilities of Contractor, Between the date of this Agreement and
June 30, 2026, Contractor hereby agrees to provide the following deliverables with Town
funding provided under this Agreement:

1.1. Marketing. Contractor shall only use Available Town Funds (as that term is
defined in Section 2.1 below) for placement of advertising in regional, state and national
publications and media outlets, with 10,000 or more in exposure, advertising Wickenburg
Special Events; and for production of brochures, guides, billboards and other publications
promoting Wickenburg. “Wickenburg Special Events” means Gold Rush Days, Street
Dance & Food Truck Fest, Fiesta de Septiembre, Bluegrass Festival, Cowboy Christmas
Poetry Gathering, Christmas Parade of Lights, and trade shows. No town funds shall be
utilized for online or remote event programming.

1.2 Sponsorship & Logo. Town shall be listed as a sponsor of Contractor’s events,
exhibitions, and programs. Town shall furnish a Tourism marketing statement and/or logo
to Contractor for inclusion in any materials listing Contractor’s sponsors and upon all
digital and print advertisements paid for with Available Town Funds (i.e., “Supported by
the Town of Wickenburg” or “VisitWickenburg.com” with the Town logo). The Parties
agree to act in good faith to determine appropriate marketing statements and/or logos to
maximize tourism marketing benefit.

1.3 Resale of Advertising Space. Contractor shall not purchase advertising space using
Available Town Funds and later re-sell that space to any entity other than the Desert
Caballeros Western Museum and Del E. Webb Center for the Performing Arts.

1.4 Late Fees, Contractor shall not use Available Town Funds to pay late fees charged
to Contractor by a vendor.

Section 2. Responsibilities of Town. Between the effective date of this Agreement
and June 30, 2026, Town hereby agrees to provide the following deliverables to Contractor:

2.1. Funding. Town hereby commits funding from its annual budget to Contractor
to fund Contractor responsibilities described in Section 1 above. Town will pay the
Contractor in one annual installment by August | of each Fiscal Year using the
“Available Town Funds." The Available Town Funds shall be calculated as follows:
(1) Town will determine the actual bed tax revenues collected from the previous Fiscal
Year; (2) From these revenues, Town will subtract operating expenses and planned
expenditures for other programs designated by the Town Council; (3); Town will set
aside 5% of the remaining funds for contingency; (4) Town will divide the remainder
into three equal parts, and 33.3% of this amount will be paid to the Contractor as the
Available Town Funds. Contractor shal! not use Available Town Funds for any purpose
other than the purposes described in Section 1 above.

Section 3. Public Use of Funds. All responsibilities of Contractor described in
Section | 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 | 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. No later than July 31 of each year covered by this Agreement,
Contractor shall submit to Town a written annual report demonstrating Contractor's
compliance with each of the deliverables listed in Section 1 of this Agreement during the
previous twelve (12) month period.

4.1. The report shall, at a minimum, include the following information:
Detailed use of funding described in Section 2.1 to meet Contractor responsibilities
described in Section 1.1 of this Agreement, including the following:

a. A summarized list of expenditures and invoices for purchases made.

b. Total website visits recorded (including WickenburgChamber.com and

OutWickenburgWay.com).
c. Description of trade shows attended.
d. Number of visitors to the Wickenburg Visitor Center.
e. Number of telephone calls received regarding tourism-related requests.
f. Copies of all advertisements paid for with Available Town Funds

g. All advertisements for Wickenburg Special Events and copies of proof of
payment for each expenditure and invoice.

The report shall document where each advertisement paid for with Available Town
Funds was placed, the date(s) of distribution, and proof of payment as evidence of
compliance with this Agreement.

4.2 The Town shall review the annual report submitted pursuant to this section and
shall notify Contractor within sixty (60) days of receipt of the annual report of any
deficiencies.

4,3 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:

5.1. 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:
THE ROUND UP CLUB,
WICKENBURG CHAMBER OF COMMERCE
216 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 Agreement 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 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 Partics 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; civi! disturbances; riots; epidemics; land-
slides; 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. Examination of Records.

27.1 Upon request of the Town, Contractor shall make its books, documents, papers
and records related to expenditures of Available Town Funds available for inspection
during normal business hours by Town's duly authorized representatives.

27.2 Contractor agrees that duly authorized representatives of Town shall, until the
expiration of three (3) years after the termination or expiration of this Agreement, have
access to and the right to examine any books, documents, papers and records of the
contractor involving transactions related to this Agreement.

Section 28. 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 29. Effective Date. This Agreement is effective on the date of the last
Party’s signature below.

Section 30. Termination. This Agreement shall terminate and thereafter be void
for all purposes under the following conditions:

30.1. 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.

30.2. Automatically on July 1, 2026.
30.3. 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: Contractor:
Tue Town oF WICKENBURG Tue Rounp Up Cus,
an Arizona municipal corporation Wickenburg Chamber of Commerce

an Arizona non-profit corporation

tt — By: eet) ( wut
1 Pereira, Mayor
Date: len ‘oa zy Its: Vamber- Presi chew

Attest: pate JULY \3 t 1614

LB

Amy Brown, ‘Ypwn Clerk

Approved as to Form:

Trish Stuhan, To
Pierce Coleman PLLC