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HomeMy WebLinkAboutC2023-259 - 9/5/2023 - Approved HOTEL OCCUPANCY TAX REVENUE RECIPIENT AGREEMENT BUCCANEER COMMISSION, INC. This Hotel Occupancy Tax Revenue Recipient Agreement ("Agreement") is made by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City"), acting through its duly authorized City Manager or his designee ("City Manager"), and Buccaneer Commission, Inc. ("Recipient"), a Texas non-profit corporation. Whereas, City desires to encourage and fund activities that promote the Professional Bull Rider ("PBR") sporting event, and, in doing so, serve to promote tourism and the convention and hotel industry within the City of Corpus Christi, in accordance with Chapter 351 of the Texas Tax Code ("Tax Code"); and Whereas, Recipient desires to provide those activities that promote the PBR sporting event, and, in doing so, serve to promote tourism and the convention and hotel industry within the City of Corpus Christi. Now, therefore, City and Recipient agree as follows: I. Purpose. The City desires to expend funds from the City's Hotel Occupancy Tax Revenue to fund activities produced by non-profit, community-oriented organizations, specifically those programs that promote the sporting events that attract visitors from outside the area and, in doing so, serve to promote tourism and the convention and hotel industry within the City of Corpus Christi. li. Term. This Agreement commences on October 1, 2023, and terminates on September 30, 2024. III. Funding. City agrees to reimburse Recipient $300,000.00 out of FY 2023-2024 revenue from the City's Hotel Occupancy Tax Revenue fund for use in accordance with this Agreement and, more specifically, Section IV below (the "Grant Funds"). In no event will the City be liable for any amount expended by the Recipient in excess of the Grant Funds amount. IV. Recipient's Duties; Eligible Activities. Use of the Grant Funds by Recipient is limited to those activities that, without exception, meet all three of the following requirements, referred to herein as the "Eligible Activities": (A) advertising and conducting solicitations and promotional programs related to the PBR sporting event (See Attached Agreement with PBR and Buccaneer Commission); (B) are in the categories of advertising and sporting events that are eligible for funding as described in Sections 351.101(a)(3) and (6) and Section 351.101(b) of the Tax Code, copy attached as Exhibit "A,"; and (C) promote both tourism and the convention and hotel industry within the territorial limits of the City of Corpus Christi. The City agrees that, as proposed, the expenditure of the funds for the PBR event complies with all of these requirements. V. Promotion of Tourism and the Convention and Hotel Industry. Recipient will contract with PBR (See Attached Agreement with PBR and Buccaneer Commission) to actively promote tourism to the City and the City's hotel and convention industry as a goal of Recipient's Eligible Activities. This may SCANNED Page 1 of 7 be accomplished by working to increase the number of out-of-town program attendees through targeted promotions and by working with the local hotel-motel and condominium associations. VI. Completion Report. Recipient must submit to the City's Director of Economic Development ("Director") a completion report ("Report"), no later than 30 days following the earlier termination or expiration of this Agreement. The Director, or his/her designee, shall review the Report to verify whether the Grant Funds provided to the Recipient were spent in accordance with the requirements in this Agreement. The Report must include the following criteria: (A) Written assurance to City that all Eligible Activities funded by the City served to promote the PBR sporting event in the community. This shall be evidenced by providing the City with a written description of Recipient's marketing or advertising strategy; (B) For all Eligible Activities funded by the City, Recipient must submit to the City a written estimate of the number of Recipient's sporting event attendees that reside outside the territorial limits of the City of Corpus Christi. This may be accomplished by the use of a visitor log, by tallying the number of out-of-town billings, or by listing the out-of-town mailing addresses gathered through the ticket sales process. (C) An estimate of the total sporting event attendance; (D) The number of attendees that reside outside the City limits that attended the events described on Exhibit A. VII. Records Retention. Recipient must at all times during the term of this Agreement, and for five years following the earlier termination or expiration of the Agreement, keep true, accurate, complete, and auditable records. Recipient agrees to: (A) at least annually make periodic reports to the City of its expenditures from the Grant Funds provided under this Agreement; and (B) make records of these expenditures available for review to the City. VIII. Disbursement of Funds. Funds are to be disbursed by the City upon execution of this Agreement and proof that the Buccaneer Commission has executed an agreement with PBR (See Attached Agreement with PBR and Buccaneer Commission), IX. Unexpended funds. Upon the earlier termination or expiration of this Agreement, Recipient must submit all requests for reimbursement not later than 30 days following the earlier termination or expiration date. X. Advertising. Recipient must recognize the City of Corpus Christi as a contributor on all advertisements and publications regarding Recipient's PDR sporting event. Recipient must provide the Director with a copy of all Recipient-sponsored advertising and promotion materials regarding its Eligible Activities. Xl. Modifications and Waivers. No provision of this Agreement may be altered, changed, modified, or waived. XII. Relationship between Parties. Nothing in this Agreement shall constitute a partnership, joint venture, or principal-agent relationship between the parties. Page 2 of 7 XIiI. Compliance with Laws. Recipient shall observe and comply with all applicable laws, ordinances, regulations, and rules of the federal, State, county and City governments, in particular, Chapter 351 of the Tax Code. This Agreement is also subject to applicable provisions of the City Charter and the City Code of Ordinances. XiV. Non-discrimination. Recipient shall not discriminate nor permit discrimination against any person or group of persons as to employment or in the provision of services, activities, and programs. Discrimination, as it pertains to this section, includes discrimination on the basis of race, religion, national origin, sex, disability, or age, or in any other manner that is prohibited by the laws of the United States or the State of Texas. The Director retains the right to take any action deemed necessary to enforce this non-discrimination covenant. Any violation of this non-discrimination provision will result in the immediate termination of this Agreement. XV. Indemnity. Recipient fully agrees to indemnify and hold harmless the City of Corpus Christi, its officers, employees, representatives, and agents ("Indemnitees") against any and all liability, damage, loss, claims, demands, and actions of any nature due to personal injuries including, but not limited to, workers' compensation and death claims, or to any property loss or damage of any kind that arises out of or is in any manner connected with, caused by, either proximately or remotely, wholly or in part, or claimed to have arisen out of, been connected with, or have been caused by any act or omission, negligence, or misconduct on the part of indemnitees or Recipient, or Recipient's agents, servants, employees, guests, contractors, patrons, licensees, or invitees participating in or observing Recipient's Eligible Activities. Recipient further agrees to indemnify and hold harmless Indemnitees in any situation in which injury or damage results from a violation by the Indemnitees or Recipient, or Recipient's agents, servants, employees, guests, contractors, patrons, licensees, or invitees, of any law, statute, ordinance, or government order of any kind pertaining to this Agreement or the Eligible Activities funded in part or in whole by this Agreement. Furthermore, Recipient shall indemnify and hold harmless Indemnitees where injury or damage results or arises out of the exercise, rights, or performance of obligations created by this Agreement. These terms of indemnification are effective regardless of whether said injuries or damages result from the sole negligence, contributory negligence, or concurrent negligence of Indemnitees. Recipient must, at its own expense, investigate all claims and demands, attend to their final resolution either by settlement or otherwise, defend all actions with counsel satisfactory to Indemnitees, and pay all costs and expenses related to such actions on account of liability, damage, loss, claims, demands, or actions, including attorney fees. XVI. Termination. (A) The City may terminate this Agreement for any of the following reasons: (1) The City may immediately terminate the Agreement due to any violation by Page 3 of 7 Recipient of section XIII or XIV of this Agreement. (2) The City may terminate the Agreement upon the expiration of 14 days' advance written notice, specifying that the Director has determined that Grant Funds were used for purposes other than those allowed under Section 351.101(a) of the Tax Code and require Recipient to reimburse the City all Grant Funds awarded. (3) The City may terminate this Agreement due to the Recipient's use of Grant Funds to pay for activities other than those qualifying as Eligible Activities under section IV of this Agreement. The Director has the sole discretion to make the determination that the Grant Funds were used for activities other than those qualifying as Eligible Activities. The City may terminate the Agreement upon 14 days' advance written notice and require Recipient to reimburse the City all Grant Funds awarded. XVII. Severability. If any term or provision of this Agreement or its application to a person or circumstance is determined to be illegal, unenforceable or invalid, the remainder of this Agreement will not be affected by that illegality, unenforceability, or invalidity. To the extent possible, similar legal, valid, and enforceable terms will automatically be substituted for those that are found to be illegal, invalid, and unenforceable. XVIII. Notices. All notices provided for or permitted under this Agreement by either party must be in writing and must be delivered by one of the following methods: (1) personal delivery or (2) deposit with the United States Postal Service (USPS) via certified mail, return receipt requested, postage prepaid. Notice deposited with the USPS in the manner described above will be deemed effective two business days after deposit with the USPS with proof of mailing. All notices must be made to: If to City: City of Corpus Christi If to Recipient: Buccaneer Commission, Inc. Director, Economic Develeopment Attn: Johnny Philipello P.O. Box 9277 1823 N Chaparral St Corpus Christi, TX 78469-9277 Corpus Christi, TX 78401 Either party may change the address to which notice is sent by providing notice as described above. Recipient must notify the City of an address change within 10 days after Recipient's address has changed. XIX. Waivers. The failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights as enumerated in this Agreement. XX. Entirety. This Agreement and all exhibits attached constitute the entire understanding and agreement between the parties regarding the subject matter described in this Agreement. No other written documents or oral representations have any force or effect on the subject matter of this Agreement. XXI. Captions. The captions contained in this Agreement are not a part of this Agreement and do not in any way affect or alter the terms of this Agreement. Page 4 of 7 XXII. Assignment. This Agreement may not be, in whole or in part, assigned or transferred directly or indirectly by the Recipient without the prior written consent of the City Manager. XXIII. Disclosure of Interests. Recipient agrees to comply with City Ordinance No. 17112 and complete the Disclosure of Interests form as part of this Agreement. Recipient agrees to comply with Texas Government Code Section 2252.908 and complete Form 1295 Certificate of Interested Parties form as part of this Agreement, if applicable. For more information, please review the information on the Texas Ethics Commission's website at https://www.ethics.state.tx.us. Recipient agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at : http://www.cctexas.com/qovernment/city- secretary/conflict-disclosure/index. This Agreement is effective upon the date of the last signature. CITY OF CORPUS CHRISTI ATTEST: iir 'I4 . . I Pe rZanoni, anager 'e•ecca Huerta, City ecretary Date: 1 2, 1 1. 2,3 Date: iai13/ 3 proved as gal form: 17/112:5 t 9 A11ti� Assistant City Attorney tr COUNCIL 1- 5_- BUCC ER COMMISSION, INC. ( AZ Sign re Name: $%IP61446,ILIA Title: Petit tiotimr Lit Date: I 1 Ili / ite L3 Page 5 of 7 EXHIBIT A Texas Tax Code, as amended. § 351.101. USE OF TAX REVENUE. a) Revenue from the municipal hotel occupancy tax may be used only to promote tourism and the convention and hotel industry, and that use is limited to the following: (1) the acquisition of sites for and the construction, improvement, enlarging, equipping, repairing, operation, and maintenance of convention center facilities or visitor information centers, or both; (2) the furnishing of facilities, personnel, and materials for the registration of convention delegates or registrants; (3) advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the municipality or its vicinity; (4) the encouragement, promotion, improvement, and application of the arts, including instrumental and vocal music, dance, drama, folk art, creative writing, architecture, design and allied fields, painting, sculpture, photography, graphic and craft arts, motion pictures, radio, television, tape and sound recording, and other arts related to the presentation, performance, execution, and exhibition of these major art forms; (5) historical restoration and preservation projects or activities or advertising and conducting solicitations and promotional programs to encourage tourists and convention delegates to visit preserved historic sites or museums: (A) at or in the immediate vicinity of convention center facilities or visitor information centers; or (B) located elsewhere in the municipality or its vicinity that wouldbe frequented by tourists and convention delegates; (6) for a municipality located in a county with a population of one million or less, expenses, including promotion expenses, directly related to a sporting event in which the majority of participants are tourists who substantially increase economic activity at hotels and motels within the municipality or its vicinity; and (b) Revenue derived from the tax authorized by this chapter shall be expended in a manner directly enhancing and promoting tourism and the convention and hotel industry as permitted by Subsection (a). That revenue may not be used for the general revenue purposes or general governmental operations of a municipality. (c) The governing body of a municipality by contract may delegate to a person, including another governmental entity or a private organization, the management or supervision of programs and activities funded with revenue from the tax authorized by this chapter. The governing body in writing shall approve in advance the annual budget of the person to which it delegates those functions and shall require the person to make periodic reports to the governing body at least quarterly listing the expenditures made by the person with revenue from the tax authorized by this chapter. The person must maintain revenue provided from the tax authorized by this chapter in a separate account established for that purpose and may not commingle that revenue with any other money. The municipality may not delegate to any person the management or supervision of its convention and visitors' programs and activities funded with revenue from the tax authorized by this chapter other than by contract as provided by this subsection. The approval by the governing body of the municipality of the annual budget of the person to whom the governing body delegates those Page 6 of 7 functions creates a fiduciary duty in the person with respect to the revenue provided by the tax authorized by this chapter. (d) A person with whom a municipality contracts under this section to conduct an activity authorized by this section shall maintain complete and accurate financial records of each expenditure of hotel occupancy tax revenue made by the person and, on request of the governing body of the municipality or other person, shall make the records available for inspection and review to the governing body or other person. (e) Hotel occupancy tax revenue spent for a purpose authorized by this section may be spent for day- to-day operations, supplies, salaries, office rental, travel expenses, and other administrative costs only if those administrative costs are incurred directly in the promotion and servicing expenditures authorized under Section 351.101(a). If a municipal or other public or private entity that conducts an activity authorized under this section conducts other activities that are not authorized under this section, the portion of the total administrative costs of the entity for which hotel occupancy tax revenue may be used may not exceed the portion of those administrative costs actually incurred in conducting the authorized activities. (f) Municipal hotel occupancy tax revenue may not be spent for travel for a person to attend an event or conduct an activity the primary purpose of which is not directly related to the promotion of tourism and the convention and hotel industry or the performance of the person's job in an efficient and professional manner. (g) Nothing in this section shall prohibit any private entity, person, or organization from making subgrants by contract to any other person, entity, or private organization for expenditures under Section 351.101(a)(4). A subgrantee shall: (1) at least annually make periodic reports to the governing body of its expenditures from the tax authorized by this chapter; and (2) make records of these expenditures available for review to the governing body orother person. THE ABOVE IS A SUMMARY OF A PORTION OF CHAPTER 351 OF THE TEXAS TAX CODE, IT IS THE RECIPIENT'S RESPONSIBILITY TO VERIFY THE CONTENT AND ACCURACY OF ANY APPLICABLE PROVISIONS OF TEXAS LAW IN ACCORDANCE WITH THIS AGREEMENT Page 7 of 7 PROFESSIONAL BULL RIDERS, LLC 2024 PBR OFFICIAL PARTNERSHIP SPONSORSHIP AGREEMENT STANDARD TERMS THIS SPONSORSHIP AGREEMENT("Agreement"), dated as of August 23, 2023 consisting of these Standard Terms("Standard Terms")and the Sponsorship Elements set forth in the Exhibits("Sponsorship Elements")and any other Exhibit(s)attached hereto, is by and between Buccaneer Commission,Inc.,a Texas Corporation whose address is PO Box 30404, Corpus Christi, TX 78463 ("Sponsor"), and PROFESSIONAL BULL RIDERS, LLC,a Delaware limited company,whose address is 101 West Riverwalk, Pueblo, CO 81003 ("PBR") (collectively the "Parties"). Unless otherwise defined in these Standard Terms, all capitalized terms used in these Standard Terms shall have the meanings ascribed to such terms in the Exhibits. WHEREAS, PBR is the organizer and promoter of certain PBR owned and sanctioned professional bull riding events including,without limitation, the premier professional bull riding tour,currently entitled the PBR Pendleton Whisky Velocity Tour("VT"or"Velocity Tour")that culminates in an annual championship event(the"Velocity Tour Finals.The VT Series may be referred to herein as a "Tour". Each competitive PBR owned and sanctioned event of VT and the concluding competitive performances during each Velocity Tour Finals contemplated by this Agreement and which the parties agree pursuant to the Exhibits shall be sponsored by Sponsor,will sometimes be referred to herein as an "Event"or"Events";and WHEREAS, Sponsor has determined that its sponsorship support of PBR and the Events will result in favorable and valuable product exposure for Sponsor's products and services, and PBR has determined that Sponsor's sponsorship support will be beneficial to PBR,the Events and PBR members; WHEREAS, Sponsor is acting as agent and entering into this Agreement on behalf of the Municipality of Corpus Christi; NOW,THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration,the receipt and legal sufficiency of which are hereby expressly acknowledged,the Parties agree as follows: I. Term of this Agreement 1.1 Term. See Exhibits. II. Rights and Obligations of the Parties 2.1 Grant of License. For the applicable periods set forth in the Exhibits, PBR grants to Sponsor a non- exclusive,non-transferable,limited license to use,in the United States and its territories and possessions and subject to PBR's pre-approval, PBR's name and certain of its logos, trademarks and service marks, together with related artwork, composite works and derivative works (collectively, the "PBR Trademarks"), for the limited purpose of advertising and marketing Sponsor and Sponsor's products in direct association with those certain Events set forth in the Exhibits. PBR reserves the right to grant rights and/or licenses of any kind or nature whatsoever relating to the PBR Trademarks to any sponsor, advertiser or other third party. In return for the rights and benefits provided to Sponsor hereunder,Sponsor hereby grants to PBR and its affiliates the right and license, throughout the Term hereof, to use, display, publish, reproduce, copy, make derivatives of,distribute and exploit Sponsor's name and certain of its logos,trademarks and service marks,together 1 with related artwork(collectively,the"Sponsor Trademarks")in the advertisement,marketing,or promotion of PBR and the Events,and on PBR branded or produced merchandise,as well as a perpetual license to use,exploit,display, publish and distribute the Sponsor Trademarks in signs, banners, logo presentations, public announcements, promotional materials, posters,and other materials and communications produced,displayed or otherwise used at or in connection with PBR and the Events for the Term of this Agreement unless otherwise provided. pursuant to the below paragraph. In addition to the foregoing respective trademark licenses granted to the Parties herein, Sponsor further grants to PBR and its affiliates a royalty-free, worldwide, non-revocable right and license to use, exploit, copy, reproduce, display, publish, perform, transmit, air, stream, broadcast, distribute, and/or sublicense the Sponsor Trademarks in perpetuity after the Term as follows: (i) for providing historical information and commentary regarding Sponsor's relationship with the Events and PBR during the Term, (ii)for retrospective or commemorative events; or (iii) as captured and/or recorded at or in connection with Events and associated activities ("Event Recordings")(provided,however,Sponsor acknowledges and agrees that PBR is the exclusive owner of all right,title, and interest in and to such Event Recordings,excluding only the Sponsor Trademarks themselves). Moreover, if any Sponsor staffing should appear in-vision in the Event Recordings, Sponsor agrees to waive all rights or claims for payment from PBR and expressly consent to the use of the film or video tape of the Events in all media worldwide without limit as to time or the number of repeat showings and without payment or further approval. Notwithstanding the foregoing, each party acknowledges and agrees that each party's Trademarks will remain the property of such Party. Any and all rights and interests in and to the Sponsor Trademarks or the PBR Trademarks (as applicable) under trademark or copyright law, as well as all other intellectual property rights and goodwill therein,will inure to the benefit of and be the exclusive property of the Sponsor or PBR(as applicable). 2.2 Promotional Products and Materials. For the applicable periods set forth in the Exhibits,Sponsor may use the PBR Trademarks only on Promotional Products/Materials,as defined below. Before Sponsor uses,displays,publishes,reproduces,distributes or exploits,in any manner or medium,any products or materials using, displaying, bearing, or incorporating the PBR Trademarks, or any portion thereof, for promotional purposes ("Promotional Products/Materials"), Sponsor will submit such Promotional Products/Materials to PBR for approval in advance of any use or distribution. For purposes of this Agreement, Promotional Products/Materials include only products distributed by Sponsor without charge to persons attending the Events, Sponsor employees, and Sponsor customers and do not include any products offered or intended for sale. For Promotional Products,Sponsor will submit to PBR for approval,one of the following for each applicable Promotional Product: (i)finished artwork or final proofs; (ii) pre-production samples or strike-offs; or (iii)a sample of each such item or product. Sponsor will also advise PBR,in writing,how and to whom such Promotional Products will be used, displayed, published, reproduced distributed or exploited. For Promotional Materials, Sponsor will submit to PBR for approval, as appropriate to the medium used, either: (i) pre-production art or rough cuts; (ii) layout, storyboard and script; or (iii)finished materials or samples of advertisements. Sponsor will also advise PBR,in writing,where such Promotional Materials will appear,i.e.,in which publications,on the Internet,etc. Within ten(10) business days after receiving a submittal and request for approval from Sponsor, PBR will provide Sponsor with written notice approving or disapproving the Promotional Product or Promotional Materials submitted. If written approval from PBR is not received within ten (10)business days,the submittal will be deemed disapproved. In addition,if at any time during the Term hereof,Sponsor desires to use,display or distribute any products or materials at or in association with one or more of the Events, whether or not bearing or displaying the PBR Trademarks, Sponsor shall prior to any such use, display or distribution submit representative samples of the products or materials to be used,displayed or distributed to PBR for its approval. Notwithstanding the foregoing,in the event that Sponsor does so desire to create,source,produce,display, distribute, exploit and/or otherwise make use of Promotional Products, advertising specialty merchandise, 2 premiums items,and/or any products or materials at or in association with one(1)or more Events (whether or not bearing or displaying any PBR Trademarks)or any and all other PBR related and/or associated activities or products, Sponsor grants to PBR a first option to submit a bid to Sponsor to produce and/or provide such products and materials to Sponsor("First Bid Option"). Further,Sponsor grants to PBR a last right to match any third party bid to produce and/or provide Sponsor with such products and materials ("Last Right to Match"). Sponsor agrees that whenever commercially possible Sponsor shall afford PBR such aforementioned Last Right to Match at least thirty (30) days prior to the date of distribution of such aforementioned Promotional Products, Promotional Materials, and/or any other applicable products or materials. 2.3 Acknowledgement. Except as otherwise expressly set forth herein, Sponsor acknowledges and agrees that this Agreement does not limit or restrict PBR's rights or the rights of any of PBR's other sponsors, advertisers or business partners to grant licenses to third parties for the use of their own respective trademarks and logos. Nothing contained herein shall grant Sponsor any right or license to use, in any manner, any other names, trademarks, trade names, service marks, logos or other intellectual property, including composite or derivative marks, the marks of PBR's other sponsors, advertisers,affiliates,agents,vendors and contractors,including but not limited to Monster, Pendleton Whisky,Camping world, and/or the trademarks, logos, or other indicia of any of any PBR Teams. Moreover, nothing in this Agreement shall grant nor purport to grant to Sponsor the right to use, display,publish,reproduce,copy,distribute,alter,create derivatives of, license or otherwise exploit,in any way,the name, signature, image, likeness, photograph, persona, or other distinctive personal elements or publicity rights of any PBR member, bull rider, bullfighter, in-arena staff, entertainer, bull, stock contractor, safety man (and horse), performer,judge,official or Event participant or attendee unless specifically set forth in an Exhibit hereto. If desired, Sponsor must directly obtain any such rights from each applicable person or entity. 2.4 Commercial Material.All logo presentations and other Sponsor brand exposure to be provided as part of the Agreement will be of a design and content selected by Sponsor,subject to the approval of PBR.Sponsor shall furnish, at its sole expense, each of Sponsor's (i) logo presentations to be displayed as provided in the Agreement; and/or(ii)as applicable, commercial messages to be broadcast("Commercial Material")in accordance with the technical and delivery requirements of PBR and, in the case of commercial messages, the applicable broadcast network ("Network"), including, but not limited to, all commercial format, commercial message time, musical composition,commercial approval submission,and integration requirements applicable to the Commercial Material(s). Sponsor shall be solely responsible for all content of any Sponsor logo presentations and/or commercial messages delivered to PBR or displayed and/or aired pursuant to this Agreement,as well as all applicable intellectual property rights used,and releases needed,in connection with such logo presentations and/or commercial messages including also, but not limited to any necessary musical clearance rights. All salary, commissions, social security taxes, union fees,employer taxes,fees, licenses, permits, residuals, royalties,and all other obligations and liabilities (whether as to talent employed by Sponsor on Commercial Material furnished by Sponsor hereunder or otherwise) shall be borne and assumed by Sponsor. Sponsor shall bear all costs and expenses incurred in connection with the design, production, use and delivery of the Commercial Material, including, but not limited to, all graphic materials expenses; recording, video tape, or film expenses; shipping and insurance expenses; customs and clearance charges. If applicable,Sponsor is responsible for any integration charges or other technical charges charged by the Network for insertion or integration of Sponsor's Commercial Material. PBR shall not be liable for loss of, damage to, or other impairment of the value of any property or materials furnished or delivered by Sponsor. 2.5 Nature of the Events. It is recognized that Sponsor's sponsorship provides it with the advertising and promotional rights set forth herein and Sponsor is a paid advertiser only. For clarity,Sponsor will have no rights or control over any Event(s),any tour(s),any team(s), or any other aspect or activities of PBR(collectively,the "PBR Operations") including, without limitation, any operation(s), venue(s), facility/ies, partner(s) set-up, planning or organization of the same. PBR reserves the right to modify any aspect(s)of the PBR Operation(s)including,without limitation, the date,venue, and format of any Event(s) and/or tour(s), and/or the names, locations, or identities of any team(s), at any time for any reason in its discretion, and in the event of such shall not be considered in breach of the Agreement. In the event PBR modifies any PBR Operations or is otherwise unable to provide any of the benefits listed in Exhibit A for any reason other than a Force Majeure(which is defined in and shall be governed by the terms of Section 9.2 herein), PBR shall provide notice thereof to Sponsor as soon as reasonably practicable, and 3 PBR may substitute alternative benefits of materially equivalent value without any additional liability to Sponsor, and shall not be considered in breach hereunder, Sponsor acknowledges that the Events are live events in which riders,athletes, livestock,performers,teams, and other participants occasionally withdraw or are otherwise unable to complete their personal performance and related activities, and upon any such occurrence, Sponsor will not be entitled to any make good benefits, remuneration or any other consideration, and PBR shall not be considered in breach of this Agreement or otherwise liable to Sponsor in connection therewith. Sponsorship Fees. 3.1 Sponsorship Fees.See Exhibits. 3.2 Sponsorship Benefits. See Exhibits, IV. Indemnification 4.1 Sponsor Indemnification. Sponsor hereby indemnifies, defends and holds harmless PBR, its parents, subsidiaries and affiliates, and their respective officers, directors, agents, employees and contractors (the "PBR Parties"),from and against any and all claims,actions,liabilities,damages,costs,expenses or losses of any kind whatsoever(including reasonable attorneys' fees and disbursements)arising out of or resulting from ("Claims"): (i) any negligent acts or omissions or willful misconduct of Sponsor and/or its officers, agents, representatives, employees,contractors,directors,guests,invitees,personnel,and/or other affiliates(the"Sponsor Parties");(ii)any material breach by Sponsor or any of the Sponsor Parties of any of its obligations,covenants,agreements,warranties or representations under this Agreement; (iii)any material, product or information provided by Sponsor and/or the Sponsor Parties hereunder in connection with the Event,or any advertising,marketing,promotional or informational materials,Commercial Materials,products or information created, produced, published, displayed or distributed by Sponsor and/or the Sponsor Parties hereunder;(iv)PBR's use of the Sponsor Trademarks;(v)any bodily injury,death or property damage caused by Sponsor and/or the Sponsor Parties; (vi) any of Sponsor's products or services; (vii) Sponsor's failure to comply with any laws, rules, regulations, policies, or ordinances, including, without limitation, regulatory guidelines and/or the PBR Health and Safety Policies (hereinafter defined) to the extent applicable to Sponsor's performance of obligations or receipt of benefits hereunder; and (viii) injury to Sponsor and/or any Sponsor Parties or damages to property of Sponsor and/or the Sponsor Parties caused in connection with the Event (including,without limitation,those resulting from the Risks(as defined herein)). 4.3 Notice of Claim; Right to Defend.PBR shall be permitted to participate(but not control),at its own cost, in the defense of any Claim;and shall use commercially reasonable efforts to cooperate in the return thereof. If Sponsor fails to defend promptly and effectively any Claim for which the PBR is entitled to indemnification and PBR reasonably determines that it is not being defended adequately by Sponsor, PBR may defend that Claim as it deems appropriate and the Sponsor shall cooperate with and pay all costs and expenses related to that defense. 4.5. Survival. The obligations to indemnify, defend and hold harmless contained in this Section 4 will remain in full force and effect notwithstanding the termination or cancellation of this Agreement, whether by expiration of time, by operation of law,or otherwise. V. insurance 5.1 Sponsor Insurance. During and following the Term of this Agreement, Sponsor shall maintain the minimum insurance coverages as set forth in Schedule 1, attached hereto. VI. Representations and Warranties. 6.1 PBR Warranties. PBR represents,warrants and covenants to Sponsor as follows: 4 (a) It has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms. (b) This Agreement,when executed and delivered by PBR,will be its legal,valid and binding obligation enforceable against PBR in accordance with its terms,except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors'rights generally. (c) The execution and delivery of this Agreement has been duly authorized by PBR,and such execution and delivery,and the performance by PBR of its obligations hereunder,do not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound,and no approval or other action by any governmental authority or agency is required in connection herewith. (d) This Agreement is entered into solely for the purchase of sponsorship and advertising rights as described herein and for no other purpose. 7.2 Sponsor Warranties. Sponsor represents,warrants and covenants to PBR as follows: (a) Sponsor has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms for itself and on behalf of its BRAND. (b) This Agreement, when executed and delivered by Sponsor, will be its legal, valid and binding obligation enforceable against Sponsor in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy,insolvency or other similar laws affecting creditors' rights generally. (c) The execution and delivery of this Agreement has been duly authorized by Sponsor, and such execution and delivery and the performance by Sponsor of its obligations hereunder, do not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound,and no approval or other action by any governmental authority or agency is required in connection herewith. (d) This Agreement is entered into solely for the purchase of sponsorship and advertising rights as described herein and for no other purposes. (e) It does and shall at all times comply, and shall ensure that its affiliates, subsidiaries, directors, managers, officers, employees, agents, and representatives comply, at Sponsor's expense,with all applicable laws, rules and regulations,and/or any policies set forth by PBR(to the extent any such policies are set forth,and provided that said policies are not in violation of applicable law and are provided to Sponsor in advance) and/or any related parties (such as any Event venue), including, without limitation, the PBR Health and Safety Policies (hereinafter defined), in relation to its operations and performance of its obligations under this Agreement. (f} It is the sole owner of and rights holder to the Trademarks that are licensed to PBR herein,and has the full and complete right and authority to so license them. (g) It has the financial ability to meet all of its obligations under this Agreement. (h) It complies with and will continue to comply with applicable data privacy laws and polices. (i) Sponsor is duly authorized to act as agent on behalf of the Municipality of Corpus Christi and enter into this Agreement on their behalf. VIII. Default,Termination and Remedies 8.1 Default, Unless otherwise provided for by any of the terms of this Agreement, a Party will be in default under this Agreement if it fails or refuses to perform any material obligation in a timely manner, or breaches 5 any representation or warranty herein. If either Party is in default under this Agreement, the non-defaulting Party will deliver written notice specifying the default to the defaulting Party. The defaulting Party will have thirty (30) days after receipt of such notice to cure the default(ten(10)days in the event of a payment default). If a defaulting Party fails to cure a default within thirty (30) days after receipt of a notice of default, the non-defaulting Party will have all rights and remedies available at law or in equity,including the right to terminate this Agreement. 8.2 Termination. Termination of this Agreement will be accomplished by delivery of written notice of termination to the defaulting Party in accordance with Section 9.6. Notwithstanding the foregoing, PBR may terminate this Agreement without liability upon written notice to Sponsor if: (i) the performance of either party's obligations or either party's provision or receipt of consideration hereunder would, as reasonably determined by PBR, result in non-compliance with any laws, rules, regulations,ordinances and policies;or(ii)PBR determines in its sole discretion it is necessary or desirable to cancel,delay, modify,or postpone the Event for any reason(including, without limitation,due to a Force Majeure(in which case termination shall be subject to and governed by the terms of Section 9.2 herein)or for commercial reasons). In the event of termination by PBR in accordance with this Section, PBR shall not be considered in breach hereunder. 8.3 Effect of Termination or Expiration. Upon the termination or expiration of this Agreement by PBR for any reason other than breach or default by PBR or as a result of a cause listed in Section 8.2.ii, as hereinabove provided:(a)PBR shall be entitled to retain all Fees paid by Sponsor and such termination shall be without prejudice to any other right or remedy available to the PBR or any right or remedy accrued up to the date of termination, including the right to take action in respect of the circumstances giving rise to such termination and to recover all fees owed by Sponsor to PBR under this Agreement, (b) except as specifically set out herein, the right to use the other Party's Trademarks will terminate immediately,and(c)any obligations,promises,or covenants set forth herein that are expressly made to extend beyond the Term, including,without limitation, Sections 5, 6, 7, 8, 9.8 and 9.18, shall survive the expiration or termination of this Agreement. For clarity, in the event of termination by PBR in accordance with this Section 8.3, all of the rights and benefits afforded to Sponsor under this Agreement shall immediately terminate and automatically revert to PBR, and PBR shall not be liable for the non-delivery or non- performance of any such rights and benefits in connection with such termination. 8.4 Data Protection. During and after the Term, each Party warrants that it will comply with all applicable data protection and privacy laws to the extent to any consumer data it collects in the course to the performance of its obligations or use or receipt of benefits under this Agreement. A breach of this Section 8.4 puts that Party in immediate default of this Agreement. 8.5 Costs. In any action to enforce this Agreement, or to collect damages on account of any default under this Agreement,the Party prevailing in such action shall also be entitled to seek all of its costs in such action, including costs of investigation, settlement, reasonable attorneys' fees and all additional costs of collecting any judgment rendered in such action from the non-prevailing party. IX. Miscellaneous 9.1 Assignment.Sponsor will not assign this Agreement to any person, corporation or entity without the prior written consent of PBR. This Agreement and all of the terms and provisions hereof are binding upon and will inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 9.2. Force Majeure. (a) An "Event of Force Majeure" means any law, regulation or order, act of God, earthquake, heavy rain leading to flooding,fire,disease,epidemic or pandemic(including without limitation H1N1 swine flu,H1N5 bird flu, coronavirus or other similar virus), accident, explosion, casualty, labor controversy(including but not limited to threatened or actual lockout, boycott or strike), government decision or decree or a decision by any other relevant authority(including without limitation any rights holders),riot, civil disturbance,war or armed conflict,terrorist act or threat of terrorism,delay of a common carrier;or any other event(s)beyond the reasonable control of the Parties. 6 (b) No delay or failure of PER to perform any of its obligations under this Agreement shall be considered a breach of this Agreement if such delay or failure results from an Event of Force Majeure.If PBR is unable to perform its obligations or exercise its rights under the terms of this Agreement(in whole or in part) due to any Event of Force Majeure, the parties agree to suspend the affected obligations hereunder for a period equal to the period during which PBR is unable to perform the affected obligations with the understanding that PBR's non- performance shall not be deemed a breach of this Agreement, and all other terms and conditions of this Agreement will remain in full force and effect. If at any time during the Term of this Agreement Sponsor is prevented from receiving or utilizing its benefits under this Agreement("Unavailable Elements")due to an Event of Force Majeure, but PBR has not,nor does it reasonably intend to,cancel, delay, postpone,or otherwise modify the Event for which Sponsor was to receive such benefits, then PBR may, but shall in no way be obligated to, provide non-monetary, different"make good" benefits or rights that have substantially the same value as the Unavailable Elements,which shall be determined by PBR in its sole discretion. (c) If any Event(s)is/are cancelled in full by PBR due to an Event of Force Majeure,PBR will be released from its obligations to Sponsor in relation to the affected Event; provided, however, that Sponsor shall be liable for all sums (including without limitation fees, costs and expenses) incurred, promised, or committed to by PBR in connection with providing Sponsor with the Sponsorship Benefits set forth in Exhibit A for the Event (and/or any "make-goods"), up to the date of the official announcement by PBR of the cancellation of the whole or remainder of the Event to the extent that benefits have been provided up to the date of cancellation. Subject thereto, and without prejudice to any other provision in this Agreement (including, without limitation, Section 2.5 and Section 9.2(b)above),for any Sponsorship Benefits not received by Sponsor in connection with an Event of Force Majeure, PBR shall provide "make-goods" or replacement right(s) or benefit(s) (the nature of which shall be determined by PBR in its sole discretion) in current or future Event years during the Term (which Term may be extended to cover a postponed or additional Event,as applicable). For clarity,the"make-goods" may be benefit(s)pertaining to any PBR owned or sanctioned Event(s). If PBR confirms that the affected Event(s)is/are postponed and shall be rescheduled, then each Party's rights and obligations in relation to the Event(s)shall apply in relation to such rescheduled Event(s). 9.3 Relationship of the Parties.The Parties will be and act as independent contractors, and under no circumstances will this Agreement be construed as one of agency, partnership, joint venture, franchise or employment between the Parties. The Parties will each be solely responsible for the conduct of their respective employees, contractors and agents in connection with the performance of their obligations under this Agreement. Neither PBR nor Sponsor shall represent to any third party that it is the employee or agent of the other nor shall the Parties be empowered or authorized to bind each other or to hold themselves out to third parties contrary to the terms of this provision. 9.4 Compliance With Laws & Policies. Throughout Sponsor's performance of its obligations and/or enjoyment of the benefits as provided for hereunder, Sponsor agrees to comply with all applicable federal, state, local, and regulatory laws, rules, regulations, policies and ordinances. Sponsor acknowledges and agrees that PBR may have specific guidelines, recommendations, and policies with respect to the Event and each party's enjoyment of its benefits and fulfillment of its obligations in connection therewith(the"PBR Policies"). To the extent applicable, Sponsor hereby agrees to fully comply with and adhere to any such PBR Policies,which may be updated at any time by PBR in its sole discretion. PBR shall not be responsible for providing any make-good or alternative benefits in connection with any benefits not used by Sponsor as a result of its non-compliance with such PBR Policies. 9.5 Assumption of Risk; Waiver. Sponsor, for itself and on behalf of its employees, contractors, officers, agents, representatives, guests, and/or invitees (collectively, the "Sponsor Parties"), fully understands, acknowledges,and agrees that the Events,and bullriding and other western lifestyle events and activities in general, is/are and always has/have been extremely dangerous. Accordingly, Sponsor acknowledges and agrees that Sponsor's and Sponsor Parties' participation in and presence at the Events may expose Sponsor and the Sponsor Parties to serious hazards and risks,whether known or unknown, to person and property. These risks may include, without limitation, physical and mental health injuries (including, without limitation, exposure to or contraction of illnesses such as COVID-19,paralysis,or death),economic loss or hardship,and/or other lost opportunities(including 7 economic, reputational,or otherwise)(all of the foregoing collectively referred to as the"Risks").In connection with the foregoing, Sponsor and the Sponsor Parties acknowledge that such Risks cannot be eliminated without jeopardizing the essential qualities of the Event, and hereby agree that they will attend/participate in the Event voluntarily,is/are fully aware of,and hereby voluntarily and freely accept(s)and assurne(s)all of the foregoing Risks, and all other risks and dangers (whether known or unknown), and understand(s) and acknowledge(s) that the waivers, releases, and indemnities agreed to herein expressly apply to these risks and dangers (whether known or unknown). In full knowledge and complete assumption of all of the risks, Sponsor, for itself and on behalf of the Sponsor Parties, and each of their respective related individuals or associated entities (collectively, the "Releasing Parties"),hereby irrevocably agrees that the Releasing Parties will not sue or claim against PBR,or any of its parents, subsidiaries, affiliates, or any of their respective employees, contractors, officers, agents, representatives, guests, and/or invitees, for any injury (including death or disability), illness, damage, loss, or harm to any Releasing Party resulting or arising out of or in any way related to Sponsor's and/or Sponsor Parties' preparation for, travel to, attendance, participation and/or appearance at, the Events. PBR reserves the right to require Sponsor and/or the Sponsor Parties to complete additional documentation or fulfill additional measures as set forth in the PBR Health and Safety Policies or otherwise (including, without limitation,signed waivers, temperature screening,testing, and use of personal protective equipment(PPE)) in connection with this release or any Illness(es) or associated harms, whether known or unknown, at any time during the Term and as a condition of any benefits provided for herein. 9.6 Notices.All notices or other deliveries required or permitted under this Agreement will be in writing and may be sent by commercial courier service (which requires a signed receipt showing delivery), PDF via email,or personal delivery,and will be effective upon receipt by the Party for whom it is intended. Notices(and payments to PBR)will be delivered as follows: If to Sponsor,to: Buccaneer Commission, Inc. Johnny Philipello PO Box 30404 Corpus Christi,TX 78463 E:johnny@bucdays.corn Tel:361-882-3242 If to PBR,to: Professional Bull Riders, LLC 101 W. Riverwalk Pueblo, CO 81003 Attn:Josh Baker E: jbaker@pbr.com Tel:719.242.2800 With copies to: Professional Bull Riders, LLC c/o IMG Worldwide, LLC 1360 E.9th Street,Suite 100 Cleveland,OH 44114-1782 Attn: Legal Department/John Dooley E:john.doolev@img.com Either Party may, by notice properly delivered as provided above, change the address to which future notices and deliveries to that Party will be made. 8 9.7 Counterparts;Electronically Delivered Signatures.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. This Agreement may be executed and delivered by facsimile and/or PDF via email and the Parties agree that such execution and delivery shall have the same force and effect as delivery of an original document with original signatures and that each Party may use such facsimile and/or electronic signatures as evidence of the execution and delivery of this Agreement by both Parties to the same extent that an original signature could be used. 9.8 Effect of Agreement.All negotiations relative to the matters contemplated by this Agreement are merged herein and there are no other understandings or agreements relating to the matters set forth in this Agreement, except those expressly stated in this Agreement. The Parties acknowledge and agree that this Agreement constitutes the entire Agreement by the Parties and hereby terminates, replaces, supersedes, and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether oral or written, relating to its subject matter. In the event of any conflict between the terms of any such previous drafts, agreements,arrangements and understandings with respect to the terms of this Agreement,the terms of Agreement shall control. No provision of this Agreement will be altered, amended, revoked or waived except by an instrument in writing signed by the Parties. 9.9 Severability. If any clause or provision of this Agreement is illegal, invalid or unenforceable under applicable present or future laws, then it is the intention of the Parties that the remainder of this Agreement shall not be affected, and that in lieu of any such clause or provision, there be added as a part hereof a substitute clause or provision as similar in terms and effect to such illegal, invalid or unenforceable clause or provision as may be possible. 9.10 VIP Hospitality Area and Credential Conditions. If Sponsor is granted hospitality benefits in Exhibit A, then for clarity and as a condition of Sponsor's use of the VIP Hospitality Area (including the venue) and related VIP passes,Sponsor will ensure that the VIP Hospitality Area pass holders do not bring any alcohol or other banned substances or items on-site or into the VIP Hospitality Area. PBR retains the right of revocation of the VIP Hospitality Area passes and upon exercise of this right, Sponsor must promptly return the VIP Hospitality Area pass(es). The resale or attempted resale of the VIP Hospitality Area passes at any price is prohibited and will result in the immediate removal of the violator(s)from the premises and confiscation of the VIP Hospitality Area pass(es) in the possession of the violator without recourse or compensation. Further,Sponsor agrees to immediately reimburse to PBR the cost of repair or replacement of any damage occasioned to any furniture, fittings or fixtures in the VIP Hospitality Area and compensate PBR for any damage, loss, liability or injury PBR may suffer as a result of Sponsor's and/or its invitees' and guests' negligent acts or willful misconduct in the VIP Hospitality Area and at the Event, provided that the damage was not caused by PBR. If Sponsor is granted sponsor credential benefits in connection herewith, then Sponsor agrees that if any employees, personnel, agents, guests, and/or invitees of Sponsor and/or the approved sub-licensees breach the terms of accreditation (if any)which, inter alfa,shall be issued by PBR to Sponsor to govern the rules for their entry and attendance at the Event and/or any of the Event activities, then PBR, at its sole discretion and upon written notice to Sponsor,shall have the right to suspend the provisions of this Agreement (without liability on the part of PBR or the venue and without prejudice to PBR's or the venue's other rights or remedies hereunder) until PBR shall be satisfied that such breach has been properly rectified. 9.11 Fan Zone Elements. If Sponsor is granted "Fan Zone"sponsorship elements in at PBR selected Events(that is, not all Events have a Fan Zone), then Sponsor shall have the right at no additional Sponsorship Fee to participate In PBR's official Fan Zone promotions held at such Events. The precise nature,extent and other details of Sponsor's participation will be mutually agreed between Sponsor and PBR from time to time. Display space at the PBR Fan Zones shall be provided to Sponsor free of charge, however, Sponsor shall be responsible for all utilities, cellular,data, phone,waste disposal,staffing and other costs associated with the set-up, operation,tear-down and transportation of any promotion conducted by Sponsor. 9 9.12 Publicity. Sponsor shall not originate any publicity, news release, or other public announcement, written or oral, whether to the public press or otherwise, concerning the relationship between the parties or the transactions described in this Agreement, including in the event of termination of this Agreement for any reason or the occurrence of a Force Majeure Event,without the prior written consent of PBR. 9.13 Confidentiality. Sponsor acknowledges and agrees that the terms and conditions of this Agreement, including any schedule attached hereto, together with all information of the disclosing party that is identified as or would reasonably be understood to be confidential (including, without limitation, business and financial information, customer lists, marketing or product plans and similar information, and all information provided by PBR under this Agreement with respect to the transactions contemplated hereby) constitute the confidential information ("Confidential Information") of the PBR, and Sponsor, including its respective employees, officers, directors, partners,shareholders, agents, attorneys, accountants or advisors, will not disclose to any third party any such Confidential Information, provided that Sponsor may disclose the relationship contemplated hereby and the terms of this Agreement with (a) its employees, officers and directors solely to perform any obligations hereunder, or (b) as may be required by applicable law, rule or legal process; (c) for the proper conduct of such party's internal business operations, including attorneys, accountants or financial advisors as needed for legal, tax or financial advice or accounting purposes; (d) as may be required by law or by the rules or regulations of a governmental authority or other self-regulatory organization;or(e)as may be necessary to enforce the terms of this Agreement.If Sponsor is required to disclose the Confidential Information in accordance with the previous sentence, Sponsor shall notify PBR immediately and shall seek confidential treatment of such information prior to making any such disclosure. 9.14 Damages Limitation. In no event shall PER or Sponsor be liable for any indirect,special,punitive or consequential damages (including, but not limited to, loss of anticipated profits, interruption of business, or procurement of substitute goods or services) in connection with or arising out of this Agreement, whether arising out of contract,tort,or any other theory of liability.In no event shall PBR's maximum aggregate liability in contract, tort (including negligence)or otherwise, however arising, under or in connection with this Agreement, exceed the fees actually received by PBR under or pursuant to this Agreement. 9.15 Choice of Law/Dispute Resolution. This Agreement and any and all disputes arising out of or relating to this Agreement(whether in contract,tort,common law,or statute)and any issues relating to the breach, termination, enforcement, interpretation or validity of this Agreement, including the scope, interpretation, applicability or validity of the Arbitration Agreement,will be governed by and will be construed and enforced in accordance with the laws of the State of Colorado(including Colorado's relevant statute of limitations)applicable to agreements entered into and performed within such State,without reference to the conflicts-of-law of such State. THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE. The parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof promptly by negotiation between the Parties' respective designees who have authority to settle the controversy for prompt executive-level resolution. If the designees of the Parties fail to resolve the dispute, the Parties then agree to submit any dispute, claim, or controversy arising out of or relating to this Agreement or the breach,termination,enforcement,interpretation or validity thereof,including the determination of the scope or applicability of this agreement to binding arbitration. The arbitration shall be administered by JAMS in Denver,Colorado and resolved by a single arbitrator(who will be a lawyer with experience with commercial contracts) in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect as modified in this Agreement, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. It is expressly understood and agreed that the arbitrator shall have the power to order equitable relief, including but not limited to temporary restraining orders, preliminary and permanent injunctions,and the imposition of the posting of bonds,as necessary.Any equitable or injunctive relief or temporary restraining orders issued by the arbitrator shall be enforced by any court having jurisdiction. Any arbitration proceeding commenced under the provisions of this Agreement is a private proceeding and, except to the extent necessary for the enforcement of any award, order or decision entered by the arbitrator, shall be held and maintained as a private and confidential proceeding. This provision survives the expiration or termination of this Agreement. 10 IN WITNESS WHEREOF,the Parties have executed this Agreement(which includes Exhibit A)to be effective as of the Effective Date. SPONSOR: BUCCANEER COMMISSION,INC. By: Name: Title: PBR: PROFESSIONAL BULL RIDERS,LIC By: Name: Title: 11 PROFESSIONAL BULL RIDERS, LLC EXHIBIT A TO SPONSORSHIP AGREEMENT PBR PENDLETON WHISKY VELOCITY TOUR SPONSORSHIP BENEFITS This Exhibit A details the specific sponsorship benefits to be delivered under this Agreement during the Term in connection with Sponsor's sponsorship of PBR and the PBR Pendleton Whisky Velocity Tour, and is hereby incorporated into this Agreement by this reference. If there are any inconsistencies with respect to the Standard Terms of this Agreement and this Exhibit A,the terms of this Exhibit A will govern to the extent of such inconsistency. 1. Term I. The initial period of performance of this contract shall be from January 5, 2024, through December 31, 2024. Sponsor shall be entitled to twice renew the term of this Agreement,each renewal for an additional year, upon providing written notice to PBR of its intent to renew prior to June 1 of the given year, so that the term of this Agreement may extend through December 31,2026(the first year and any successive year shall cumulatively be defined as the"Term"). 2. Official& Exclusive Status: I. Sponsor shall be an Official Partner of the PBR Pendleton Whisky Velocity Tour 3. In-Arena Elements:Sponsor shall receive the following In-Arena Elements at each PWVT Performance: I. Fixed Signage: A. One(1) Branded Bucking Chute B. One(1) Bucking Chute Gate Sticker C. Two(2) Dirt-Level Signs Il. Digital Signage: A. Sponsor's Logo will be placed in rotation on all available non-dirt level PBR-owned in-arena digital boards(subject to venue availability) B. Sponsor's Logo will be placed in rotation on all available arena-owned digital boards(subject to venue availability) III. In-Arena Promotion: A. Sponsor shall receive In-Arena Promotion during each Sponsored Performance i. Promotion shall include Sponsor Logo on in-arena Digital Boards ii. Promotion shall include VO from in-arena announcers 4. Social&Digital: I. Dedicated Emails: A. Sponsor shall receive two(2)co-branded Dedicated Emails during each year of the Term. II. ROS Banner: A. Sponsor shall receive an ROS banner on PBR.com i. ROS Banner impressions shall be guaranteed one million(1,000,000) impressions III. Social Media A. Sponsor shall receive four(4)Social Posts per Season across PBR Social Media i. Highlighting the"Road to Corpus Christi" Leaderboard 5. Logo Inclusion: 12 I. PBR.com: A. Sponsor's logo shall be included in all applications and mediums where all PBR national sponsors are included. II. Trademark Use: A. Sponsor shall have the right to use PBR Trademarks, logos, images, and other approved intellectual assets in conjunction with Events in advertising, marketing and promotional materials. Sponsor shall be allowed to promote association with PBR tours stated above as "Official Partner of" in marketing executions,as it benefits both parties,subject to PBR's approval of each asset. 6. Tickets&Hospitality: I. Sponsor shall receive a $10,000 annual Hospitality Fund for use at Pendleton Whisky Velocity Tour Events II. Sponsor shall receive one (1) Box Suite per Performance at the Pendleton Whisky Velocity Tour Finals during each year of the Term 7. Sponsorship Fees: Year Total Due Payment Due Payment Due Date _ 2024 $300,000.00 $300,000.00 30 Days After Fully Executed Agreement 2025 $309,000.00 $309,000.00 July 1, 2025 2026 $318,270.00 $318,270.00 July 1, 2026 13 PROFESSIONAL BULL RIDERS, LLC SCHEDULE 1 TO SPONSORSHIP AGREEMENT INSURANCE REQUIREMENTS On an occurrence basis and throughout the Term, Sponsor will provide, at its own expense, the following types and amounts of insurance,which may be updated by PBR from time to time. Sponsor's insurance will contain an endorsement adding PBR and its parents,affiliates, subsidiaries, officers, members, directors, employees and agents as Additional Insureds in all policies except Workers'Compensation and shall contain a waiver of subrogation in favor of such additional insureds. Sponsor will provide the other party, within ten (10) days of execution of this Agreement, a certificate of insurance evidencing all such coverages. The insurance coverage required shall be as follows, as applicable: (a) Workers'Compensation:Statutory limits as required by state law for all of its employees, including Employer's Liability with limits of not less than$1,000,000/$1,000,000/$1,000,000. (b) Commercial General Liability Insurance:Coverage to be on an occurrence basis with limits of not less than$1,000,000/$2,000,000 Bodily Injury,Personal Injury and Property Damage including:Contractual Liability, insuring the obligations assumed by each Party,Advertising Liability, Independent Contractors Protective Liability, Broad Form Property Damage including Completed Operations,and if applicable, Host Liquor Liability and/or Products/Completed Operations. (c) Automobile Liability insurance covering all owned, hired, rented and non-owned vehicles used in performance of this Agreement,with limits of not less than$1,000,000 Bodily Injury and Property Damage. (d) Excess Liability Insurance:Coverage with limits of not less than$2,000,000, excess of all of the above insurance. (e) Media Liability Insurance(Errors&Omissions)with limits not less than$5,000,000 per claim and $5,000,000 annual aggregate, protecting Sponsor and PBR for claims brought by third parties as a result of a media injury. Policy shall include coverage for, but not limited to, liabilities arising out invasion of privacy;defamation; libel;slander;disparagement(including product disparagement); plagiarism and other unauthorized use of material, names,or trademarks; breach of license agreement;copyright infringement; breach of implied contract arising out of the submission of ideas or any other breach or unintentional breach of contract relating to services performed under this Agreement. Sponsor shall also: (i) ensure its subcontractors maintain adequate insurance in conformance with all insurance terms,coverages and conditions specified under this Agreement,and Sponsor will cause its subcontractors to issue certificates of insurance indicating same;and(ii)cause any Sponsor subcontractor to add PBR and the venue as additional insureds under each policy. It is hereby agreed and understood that the insurance requirements set forth above shall not be construed as a limitation of any potential liability on behalf of either Party. All such insurance required above shall be primary and non-contributory, and written by insurance companies qualified to do business in all states where the Events are held,with an A.M.Best's rating of not less than A-,VII. It is also agreed and understood that Sponsor will be responsible for paying any deductible or retention under its policies and will remain solely and fully liable for the full amount of any claim, damage, liability, loss or expense for which it is otherwise liable hereunder regardless of any failure or deficiency of insurance coverage or compensation. 14