CMCA WITH MTM RANCH.PDF

Commercial Management Concessions
Agreement
Between
Maricopa County
And
MTM Ranch, LLC
To Manage, Operate and Maintain a Commercial
Concession within the Maricopa County
Regional Park System
Page 0 CMCA ‐AMP MTM RANCH FINAL.DOCX

TABLE OF CONTENTS
Cover Page …………………………………………………………………………………………………..
Table of Contents …………………………………………………………………………………………… 1
Recitals………………………………………………………………………………………………………. 2
Agreement…………………………………………………………………………………………………… 3
1. General Terms………………………………………………………………………………………….. 3
1.1 System, Services, Operations and Maintenance……………………………………………….. 3
1.1 Annual Management Plan……………………………………………………………………….. 4
1.2 Safety…………………………………………………………………………………………….. 4
1.3 Marketing and Media…………………………………………………………………………….. 4
1.4 MCPRD Organizational Chart…………………………………………………………………… 4
1.5 Notices, Current Addresses and Point of Contact……………………………………………….. 4
2. General Provisions…..…………………..………………………………………………………......... 4
2.0 Term……………………………………………………………………………………………… 5
2.1 Termination…………………………………….………………………………………………… 5
2.2 Default, Insolvency, Remedies…………………………………………………………………… 6
2.3 Indemnification and Insurance…………………………………………………………………… 7
2.4 Compliance...…………………………………………………………………………………….. 9
2.5 Assignment……………………………………..………………………………………………… 9
2.6 Equal Opportunity Employment Requirements .………………………………………………… 9
2.7 Immigration Reform and Control Act of 1986 (I.R.C.A.)..……………………………………… 9
2.8 Employer Sanctions Law and Employment Eligibility …………………………………………. 10
2.9 Taxes……………………………………………………………………………………………… 10
2.10 Covenants against Contingent Fees ……………………………………………………………… 10
2.11 Organization – Employment Disclaimer ………………………………………………………… 10
2.12 Waiver …………….…………………...………………………………………………………… 11
2.13 Agent, Employees, Contractors, Subcontractors ………………………………………………… 11
2.14 Paragraph/Section Headings …………..………………………………………………………… 11
2.15 Severability/Validity …………………..………………………………………………………… 11
2.16 Suspension and Debarment and Executive Orders 12549 and 12689…………………………… 11
2.17 Consents and Approvals………………..……………………………………………………….. 12
2.18 Further Assurances; Cooperation……..………………………………………………………… 12
2.19 No Third Party Beneficiaries …………………..………………………………………………. 12
2.20 Conflict of Interest… …………………..………………………………………………………… 12
3. Entire Agreement, Modification……………………………………………………………………….. 12
4. Attorney Fees……….………………..………………………………………………………………… 12
5. Severability………….………………..………………………………………………………………… 13
6. Force Majeure……….………………..………………………………………………………………… 13
7. Authority…………….………………..………………………………………………………………… 13
8. Legal Effect of the Agreement………..………………………………………………………………… 13
9. Delegation of Authority……………..………………………………………………………………….. 13
10. Representation and Warranties of County……………………………………………………………… 13
13. Counterparts……….…………………..………………………………………………………………… 14
14. Time is of the Essence.………………..………………………………………………………………… 14
Exhibit 1.0 System, Services, Operations and Maintenance
Exhibit 1.1.3.2 Administrative Functions
Exhibit 1.1.3.3 Accounting and Fees
Exhibit 1.2 Safety
Exhibit 1.3 Marketing and Media
Exhibit 1.4 MCPRD Organization Chart
Exhibit 2.4 Park Rules
Page 1 CMCA ‐AMP MTM RANCH FINAL.DOCX

Commercial Management Concessions Agreement
Between
Maricopa County
And
MTM Ranch, LLC
For the Management, Operation and Maintenance of a Commercial Concession
At Spur Cross Ranch Conservation Easement within the Maricopa County Regional Park System
This Commercial Management Concessions Agreement hereinafter referred to as “Agreement,” is entered into
between Maricopa County, a political subdivision of the State of Arizona (hereinafter referred to as “County”) by and
through its Parks and Recreation Department (hereinafter referred to as “MCPRD”) and MTM Ranch, LLC,
(hereinafter referred to as “Concessionaire”). County and Concessionaire are collectively referred to as “Parties” or
individually as a “Party.”
RECITALS
WHEREAS, County is authorized to enter into this Agreement pursuant to A.R.S. §§§11-201, 11-251 and 11-
933; and
WHEREAS, the Recitals by this reference shall be incorporated herein and made a part of this Agreement; and
WHEREAS, the provisions of the Maricopa County Parks and Recreation Department Park Rules (“Park Rules”)
are attached herewith as Exhibit 2.4 and hereby incorporated herein and made a part of this Agreement; and
WHEREAS, pursuant to the Land Patents or management rights, the County is authorized to enter into direct
agreements with the Concessionaire to operate a commercial concession exclusive to the Spur Cross Trail located in
the Spur Cross Ranch Conservation Easement, within the Maricopa County Regional Park System and the Maricopa
Trail System (herein after “System”); and
WHEREAS, the County believes the public interest can best be served by contract operation of the Concession
lying within the System; and
WHEREAS, this Agreement will require administrative or operational action from time to time to carry out the
spirit and intent of this Agreement, the County desires to delegate to the Director or his or her designee of the MCPRD,
the authority and responsibility for proper administration of this Agreement, whether or not specific authority is
granted in any provision of this Agreement; and
WHEREAS, the Arizona State Parks Board granted a Deed of Conservation Easement (dated January 10, 2001
Maricopa County Recorder’s Docket #2001-00-22997) to the County for the purpose of maintaining the Spur Cross
Ranch Conservation Easement as a limited use public recreation and conservation area to protect is unique natural
beauty and historical and archeological sites. The County manages and operates the Spur Cross Conservation
Easement pursuant to the terms and conditions of the Intergovernmental Agreement between Arizona State Parks
Board and the County (dated January 9, 2001, Maricopa County Recorder’s Docket #2001-0022998) and the
Intergovernmental Agreement between the Town of Cave Creek and the County (C 30-01-017-2, dated January 9,
2001, Maricopa County Recorder’s Docket #2001-0022998); and,
WHEREAS, the Parties agree the intent of this Agreement is solely for the operation of the Concession described
within this Agreement and is not intended to convey any interests in any property rights, except those specifically
provided for in this Agreement.
Page 2 CMCA ‐AMP MTM RANCH FINAL.DOCX

AGREEMENT
NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements
hereinafter contained, the County and the Concessionaire agree as follows:
1. General Terms.
1.0 System, Services, Operations and Maintenance
Scope of services provides for services and restrictions thereof, as outlined in this Agreement as
described therein and attached hereto as Exhibit 1.0 System, Services, Operations and
Maintenance. The County hereby grants the Concessionaire the right to operate Equestrian Trail
Rides as a concession (herein after referred to as “Concession”) restricted to the Spur Cross Trail
located in Spur Cross Ranch Conservation Easement (herein after referred to as “Park”), as part of
the Maricopa County Regional Park System and Maricopa Trail System, subject to the terms of this
Agreement. Proposed changes or modification to the Concession as stated in this Agreement will
be concurred with by County in writing. An equestrian trail map identifies the Spur Cross Ranch
Conservation Easement’s equestrian trail as the Spur Cross Trail (herein after referred to as
“Equestrian Trail”) that the Concessionaire will be restricted to, as outlined in this Agreement as
described therein and identified in Exhibit 1.0. System, Services, Operations and Maintenance.
1.1 Annual Management Plan
All operational and maintenance functions will be implemented in an annual management plan
(hereinafter referred as “Annual Management Plan” or “AMP”). The purpose of the AMP is to
identify management, operational procedures and methodologies to clarify responsibilities,
understandings and actions as they pertain to the Concessionaire’s operations in place for the year.
The AMP is to be consistent with the terms of the Agreement.
1.1.1 The achievement of the objectives set out in the AMP will require the commitment and
efforts of MCPRDs and the Concessionaire.
1.1.2 The AMP shall be developed and implemented annually by both parties. The AMP shall
be approved annually by the Concessionaire and the MCPRD’s Director or his or her
designee. The AMP shall remain in effect until superseded by a new AMP in the following
year. If variations are necessary during the current year:
1.1.2.1 Notification of variations requested must be sent to MCPRD per Section 1.5.
1.1.2.1 No variation or deviation will be implemented until and AMP amendment has
been approved by MCPRD and the Concessionaire.
1.1.3 The AMP provides for the annual review of the following working documents for the
management of the Equestrian Trail. These exhibits reference the base items to be
contained in the AMP. Additional items can be added/determined per Section 1.1.2 above.
1.1.3.1 All management and maintenance operations associated with the Concession,
other than trail maintenance as outlined in the Agreement, will be conducted
within the boundary of the Equestrian Trail, as outlined in this Agreement as
described therein and attached hereto as Exhibit 1.0 System, Services,
Operations, and Maintenance.
1.1.3.2 Administrative Functions.
Page 3 CMCA ‐AMP MTM RANCH FINAL.DOCX

Administrative Functions provide the daily administrative functions for
interaction with Park as described therein and attached hereto as Exhibit 1.1.3.2
Administrative Functions.
1.1.3.3 Accounting and Fees.
Concessionaire is to provide all accounting and fee provisions as described therein
and attached hereto as Exhibit 1.1.3.3 Accounting and Fees.
1.2 Safety.
Safety provides all safety measures for this Concession, as described therein and attached hereto as
Exhibit 1.2 Safety.
1.3 Marketing and Media.
Concessionaire is to abide by all marketing and media provisions described therein and as attached
hereto as Exhibit 1.3 Marketing and Media.
1.4 MCPRD Organization Chart.
MCPRD Organization Chart is provided for points of contact in relation to AMP, as provided therein
and as attached hereto as Exhibit 1.4 MCPRD Organizational Chart.
1.5 Notices, Current Addresses and Points-of-Contact.
All formal notices required or permitted under this Agreement shall be in writing and given by (1)
United States Post Office certified mail, return receipt requested, or (2) by E-mail with Electronic
Return Receipt/Read acknowledgement, to each Party’s following address, or to such other address
as either Party may notify the other in writing. Any such notice shall be considered served when
communication is received and signed for, or if delivery is refused.
For the County: Maricopa County Parks & Recreation Department
Attn: Contract Administrator
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
Email: emilymiller@mail.maricopa.gov
Phone: (928) 501-9211
For the Concessionaire: MTM Ranch, LLC
Attn: Patricia Motley
43001 N. Spur Cross Road
Cave Creek, AZ 85331
Mailing Address:
PO Box 6110
Carefree, AZ 85377
Email: happycreeker@hotmail.com
Website: http://mtmranch.com
Phone: (480) 488-4538
2. General Provisions.
2.0 Term.
Page 4 CMCA ‐AMP MTM RANCH FINAL.DOCX

2.0.1 Effective Date.
The effective date of this Agreement will be from the date approved by the Maricopa
County Board of Supervisors (the “Effective Date”).
2.0.2 Contract Year.
Contract Year 1 of this Agreement will be from the Effective Date through December
31, 2017. Subsequent Contract Years will be from January 1st through December
31st.
2.0.3 Term and Renewal Option.
The term for this Agreement will be for a period from the Effective Date through
December 31, 2017 (herein after referred to as “Term”).
Beginning on January 1, 2018, this Agreement shall automatically renew for ten (10)
additional terms of one (1) year each (herein after referred to as “Renewal Option”).
Automatic renewals are based on:
2.0.3.1 If either Party requests changes to the AMP and changes been reviewed and
approved by both Parties by October 1st of the ending Contract year.
2.0.3.2 If both Parties agree in writing that the AMP has no modifications.
2.0.3.3 If either Party provides written notice to the other Party on or before October
1st of the ending Contract Year of its intent not to enter into the Renewal
Option for the next Contract Year and, if such notice is given, the Agreement
shall expire on December 31st of the respective Contract Year.
Each Renewal Option shall continue in full force and effect for the period
commencing January 1st of the new Contract Year through December 31st of the
respective Contract Year. All Terms and provisions of this Agreement shall remain
in full force and effect throughout each Renewal Option. The Parties hereby agree
that the County shall not be liable to the Concessionaire or any of its officers,
employees, agents or contractors at law or in equity for giving notice and not entering
into a Renewal Option.
2.1 Termination
2.1.1 Termination due to Conflict of Interest.
The Parties acknowledge that this Agreement is subject to cancellation pursuant to
the provisions of A.R.S. §38-511.
2.1.2 Termination for Cause.
This Agreement may be terminated in whole or in part, at any time, by the County,
upon thirty (30) days prior notice to the Concessionaire without any penalty or
liability to the County. The Concessionaire and its employees, agents, officers,
directors, members, successors, or assigns hereby waive any and all rights to bring
any claim against the County, or its employees, agents, officers, directors, members,
successors or assigns from or relating in any way to the County’s termination of this
Agreement pursuant to this Section 2.1. Representative reasons for “cause” include,
but are not limited to:
Page 5 CMCA ‐AMP MTM RANCH FINAL.DOCX

2.1.2.1 For any reason the real property reverts back to the agency from which the
respective patent was received.
2.1.2.2 New requirements make a continuation of the Agreement infeasible, i.e. licensing
or permitting requirements.
2.1.2.3 New Park operational or recreational requirements make a continuation of the
Agreement infeasible.
2.1.2.4 Unsatisfactory performance on the part of the Concessionaire or failure to comply
with the provisions of this Agreement. The Director of the Parks and Recreation
Department or his or her designee is hereby given the authority to exercise the
County’s termination rights in the event any payment required by this Agreement
is late by more than sixty (60) days, or if any report required by this Agreement
is delinquent by more than sixty (60) days.
2.1.3 Termination by the Concessionaire.
The Concessionaire may terminate this Agreement without cause by providing
advance written notice of the intent to terminate. The Concessionaire must provide
notice of termination in writing a minimum of thirty (30) days in advance of the
requested termination date. The notice of termination will be effective providing that
there are no outstanding fees or other outstanding duties of the Concessionaire. If
outstanding fees or requirements do exist, the termination will be effective until all
outstanding fees have been paid and the requirements are satisfied.
2.1.4 Hold Over.
Should the Concessionaire, with the consent of the County, continue to provide the
services described herein after the expiration of the Term or Renewal Option, without
having entered into a subsequent Agreement of like nature and content to this
Agreement, such continued service shall be deemed a hold over of the licensed
facility on a month-to-month basis, with all of the terms and conditions of this
Agreement to continue in full force and effect. The term of the hold over shall not
exceed a period of ninety (90) days.
2.2 Default, Insolvency, Remedies.
2.2.1 Default by the Concessionaire.
It shall be a default and breach of this Agreement if any of the following shall occur at any
time during the Term or Renewal Option:
2.2.1.1 The Concessionaire shall fail to make payment of any monetary sums specified
to be paid by the Concessionaire under this Agreement on or before the date the
same shall become due, and such failure shall be continued for a period of twenty
(20) days after notice of such default is given to the Concessionaire, or
2.2.1.2 The Concessionaire shall fail to observe or perform any of the Concessionaire’s
other covenants, agreements or obligations hereunder, and such failure shall
continue for a period of thirty (30) days after notice of such default is given to the
Concessionaire, provided, however, that if such default is of a nature that it cannot
reasonably be cured within said thirty (30) days, then the cure period may be
extended by mutual agreement by the Parties, in writing, for such longer time as
may be reasonably necessary, so long as the Concessionaire commences to cure
Page 6 CMCA ‐AMP MTM RANCH FINAL.DOCX

failure within said thirty (30) day period, in good faith and with due diligence, and
thereafter diligently and continuously pursues the same to completion; or
2.2.1.3 If a petition to have the Concessionaire adjudicate a bankrupt or other proceeding
under any Federal or State law relating to bankruptcy, bankruptcy reorganization,
insolvency or relief of debtors is filed or instituted by the Concessionaire or is
filed or instituted against the Concessionaire, debtor, and not be dismissed within
ninety (90) days from the date of such filing or institution, or the Concessionaire
fails to notify the County of any such filing within twenty (20) days of the filing
date of the petition, or
2.2.1.3.1 A receiver, guardian, conservator, trustee or assignee, or any other
similar officer or person shall be appointed to take charge of all of the
property of the Concessionaire, and such appointment is not vacated
within ninety (90) days after the date of filing, or
2.2.1.3.2 The Concessionaire shall make any general assignment for the benefit
of creditors, or
2.2.1.3.3 The Concessionaire shall make any general assignment for the benefit
of creditors, or
2.2.1.3.4 All of the Concessionaire’s assets as an interest in the Concession is
subjected to attachment, execution or other judicial seizure.
2.2.2 County’s Remedies on Default.
Upon default hereunder by the Concessionaire, the County shall be entitled to
exercise the following remedies:
2.2.2.1 On the giving of the notice of termination, all of the Concessionaire’s rights
in the Concession and under this Agreement shall terminate. Termination
under this Section 2.2.2 shall not relieve the Concessionaire from the
payment of any sums then due to the County or from any claim for damages
previously accrued or then accruing against the Concessionaire. If the
Agreement is terminated in accordance with these provisions, the
Concessionaire hereby covenants to peaceably and quietly surrender the
Concession to the County and to execute and deliver to the County such
instruments as shall be required by the County, as will properly evidence
termination of the Concessionaire’s rights hereunder and its interest herein.
2.2.2.2 The County may sue for specific performance and/or exercise any other
remedy available to the County at law or in equity.
2.2.3 Concessionaire’s Remedies.
The County shall be in default under this Agreement if the County fails to perform
any of its obligations hereunder and such failure to perform continues for a period of
thirty (30) days after written notice thereof from the Concessionaire to the County
(unless such failure cannot reasonably be cured within thirty (30) days, in which event
the County shall have commenced to cure said breach or failure within said thirty
(30) day period and shall diligently pursue cure of the failure or breach to completion
to avoid being in default). Should the County be in default pursuant to the terms of
this Section 2.2.3, the Concessionaire may terminate this Agreement with thirty (30)
days written notice to the County.
Page 7 CMCA ‐AMP MTM RANCH FINAL.DOCX

2.3 Indemnification and Insurance.
2.3.1 Indemnification.
2.3.1.1 In addition to the indemnification provisions provided for elsewhere in
this Agreement, the Concessionaire shall indemnify and hold harmless
the, the County, its departments, agencies, officers and employees, from
and against all claims, demands, judgments, actions, settlements, liens,
penalties, damages, losses, injuries, costs and expenses, including
attorney’s fees and court costs and court costs by third parties in
connection with the use of the Equestrian or, arising out of or in any way
caused by or related to any activity, condition or event arising out of the
performance or non-performance of the provisions of this Agreement,
except to the extent caused by the gross negligence or willful misconduct
of the County or any of its departments, agencies, officers, employees or
agents.
2.3.1.2 The Concessionaire or any of its contractors or subcontractors shall not
have any authority to create any lien against the County for labor,
materials, or services furnished by the Concessionaire, its contractors or
subcontractors. If, because of any act or omission (or alleged act or
omission) of the Concessionaire, any mechanic’s, materialman’s or other
lien, charge or order for the payment of money shall be filed or recorded
against the County (whether or not such lien, charge or order is valid or
enforceable as such), the Concessionaire shall immediately notify the
County. The Concessionaire will, at its own expense, cause the same to
be canceled and discharged of record within thirty (30) days after the
Concessionaire will have received notice of the filing thereof, or the
Concessionaire may, within said period of time, furnish to the County a
bond satisfactory to the County against said lien, charge or order, in which
case the Concessionaire will have the right in good faith to contest the
validity or amount thereof.
2.3.2 Insurance.
The Concessionaire shall maintain the following insurance coverage:
2.3.2.1 General liability insurance: One million dollars ($1,000,000) per
occurrence; Two million dollars ($2,000,000) per aggregate.
2.3.2.2 Additional insured status with an endorsement as broad as ISO Additional
Insured Endorsement CG20101185.
2.3.2.3 Vehicle liability: Five hundred thousand dollars ($500,000) combined
single limit for all vehicles.
2.3.2.4 Statutory workers’ compensation and employer’s liability of five
hundred thousand dollars ($500,000) per accident, five hundred
thousand dollars ($500,000) per disease and five hundred thousand
dollars ($500,000) disease policy limits.
2.3.2.5 Waiver of subrogation/recovery against the County to be included in all
policies.
Page 8 CMCA ‐AMP MTM RANCH FINAL.DOCX

2.3.2.6 Coverage must include environmental clean-up unless documentation is
provided by the Concessionaire that this is not available or feasible.
2.3.3 Additional Requirements.
The County will be named as “additional insured” under all policies of insurance with
the exception of Worker’s Compensation policy. Copies of all insurance policies or
certificates thereof will be made available to the County upon request. Copies of the
Certificate of Insurance (COI) will be furnished annually to the County. The County
will be given thirty (30) days advance written notice of cancellation of a policy, non-
renewal, or change in coverage or limits.
2.4 Compliance.
2.4.1 The Concessionaire hereby agrees and shall comply with all applicable federal, state,
county and city statutes, laws, ordinances, rules, policies, regulations and
instructions, including Maricopa County Parks and Recreation Department’s rules
and regulations (attached as Exhibit 2.4 Park Rules), in effect now or as may be
amended or added, which apply to the management, operation and maintenance of
the Concession and to keep fully informed of, and in compliance with, any changes
or revisions thereto.
2.4.2 Maricopa County has issued Policy A1515, Acceptance of Gifts by County
Employees is Prohibited. It has been Maricopa County’s policy that employees may
not accept any gifts or favors that would lead toward favoritism or the appearance of
favoritism. Similarly, Arizona law prohibits County employees and members of
boards, committees, and commissions from receiving anything of value or any
compensation other than their normal salary for any service rendered in connection
with that person’s duties with Maricopa County. (See A.R.S 38-505). Further, in
compliance with the Maricopa County Solicitation Policy #A1515, authorization for
Parks and Recreation Department Staff and Volunteers to accept guided trail ride and
other concessionaire opportunities for the purpose of education is allowable upon
advanced written authorization by the Director of Maricopa County Parks &
Recreation or his or her designee.
2.5 Assignment.
The Concessionaire may not assign or subcontract any of the Concessionaire’s rights or interests in
the Agreement without prior written approval of the Director of MCPRD as an administrative action
and such approval shall be at the discretion of the County.
2.6 Equal Opportunity Employment Requirements.
The Concessionaire shall not discriminate against any employee or applicant for employment
because of race, age, handicap, disability, color, religion, sex, sexual orientation or national origin.
The Concessionaire shall comply with Title VI and Title VII of the Federal Civil Rights Act; the
Federal Rehabilitation Act; the Age Discrimination in Employment Act; the Americans with
Disabilities Act of 1990, A.R.S. §41-1461 et. seq., A.R.S. §41-1492 et. seq., 29 U.S.C. §721 (Section
504), and Arizona Executive Order 75-5 which mandates that all persons shall have equal access to
employment opportunities.
2.7 Immigration Reform and Control Act of 1986 (I.R.C.A.).
The Concessionaire understands and acknowledges the applicability of the I.R.C.A. The
Concessionaire agrees to comply with the I.R.C.A. and Arizona statutes, in the performance of this
Page 9 CMCA ‐AMP MTM RANCH FINAL.DOCX

Agreement and, upon request, permit the County to inspect personnel records to verify such
compliance.
2.8 Employer Sanctions Law and Employment Eligibility.
2.8.1 That the Concessionaire and its subcontractors, if any, warrant their compliance with all
federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. §23-214, Subsection A; and
2.8.2 That a breach of a warranty under Subsection A above, shall be deemed a material breach
of the contract that is subject to penalties up to and including termination of the contract;
and
2.8.3 That the contracting government entity retains the legal right to inspect the papers of any
Concessionaire or sub-concessionaire’s employee who works on the contract to ensure that
the Contractor or subcontractor is complying with the warranty provided under Subsection
A above and that the Concessionaire agrees to make all papers and employment records of
said employee(s) available during normal working hours in order to facilitate such an
inspection; and
2.8.4 That nothing herein shall make any Concessionaire or sub-concessionaire an agent or
employee of the contracting government entity.
2.8.5 The Concessionaire warrants that it is in compliance with verification of employment
eligibility and E-Verify Program.
2.9 Taxes.
2.9.1 The Concessionaire shall pay taxes of whatever character which may be levied or
charged upon:
2.9.1.1 The Concessionaire’s rights under this Agreement; or
2.9.1.2 Upon the Concessionaire’s furniture, equipment or other property; or
2.9.1.3 Upon the Concessionaire’s operations under this Agreement.
2.9.2 No leasehold or other real property interest is being created or conveyed upon which tax
consequences may exist.
2.10 Covenants against Contingent Fees.
The Concessionaire warrants that no person or selling agency has been employed or retained to
solicit or secure this Agreement upon an agreement or understanding for a commission, percentage,
brokerage, or contingency fee, excepting bona fide employees or bona fide established commercial
or selling agencies maintained by the Concessionaire for the purpose of securing business. For
breach or violation of this warranty, County shall have the right, as its exclusive remedy, to recover
the full amount of such commission, percentage, brokerage or contingency fee.
2.11 Organization – Employment Disclaimer.
2.11.1 The Agreement is not intended to constitute, create, give to, or otherwise recognize a joint
venture agreement or partnership or formal business organization of any kind between the
County and the Concessionaire and the rights and obligations of the Parties shall be only
those expressly set forth in this Agreement.
Page 10 CMCA ‐AMP MTM RANCH FINAL.DOCX

2.11.2 The Parties agree that no person(s) supplied by the Concessionaire in the performance of
obligations under the Agreement are considered to be the County’s employees and that no
rights of the County’s civil service, retirement, or personnel rules apply to such person(s).
2.11.3 The Concessionaire shall have total responsibility for determining employee eligibility, all
salaries, wages, insurance or any type, bonuses, retirement withholdings, worker’s
compensation, other employee benefits and all taxes and premiums appurtenant thereto
concerning such persons and shall save and hold the County harmless with respect thereto.
2.12 Waiver.
The waiver by either Party of any breach of any one or more of the covenants, conditions or
provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach
of said covenants, conditions or provisions of this Agreement. Any failure on the part of either Party
to require or exact full and complete compliance with any of the covenants, conditions or provisions
of the agreement shall not be construed to, in any manner, change the terms hereof or preclude such
Party from enforcing the full provisions of this Agreement.
2.13 Agent, Employees, Contractors, Subcontractors.
The Concessionaire will ensure full compliance with all applicable Terms and Renewal Options and
conditions of this Agreement by its agents, employees and contractors (including sub-contractors of
any tier) and their respective employees. Failure or refusal of the Concessionaire or its agents,
employees, contractors, sub-contractors or their employees to comply with these terms and
conditions will be deemed a breach of this Agreement.
2.14 Paragraph/Section Headings.
The paragraph or section headings used in this Agreement are for the purpose of convenience of
reference only. They will not be construed in any manner, or to any extent, to limit or to extend the
effect or meaning of the terms and provisions contained thereunder.
2.15 Severability/Validity.
The Parties intend for this Agreement to comply with applicable laws. If any provision of this
Agreement is determined to be invalid, void, or illegal, then such determination shall not affect,
impair, or invalidate any other provision hereof, the remaining provisions shall remain in full force
and effect and the Parties shall use their commercially reasonable efforts to restate the invalid
provision to the end that it complies with applicable laws.
2.16 Suspension and Debarment and Executive Orders 12549 and 12689.
2.16.1 The March 2004 OMB Circular A-133 Compliance Supplement pertaining to the U.S.C.
Code has been changed. Before November 26, 2003, contractors receiving individual
awards for one hundred thousand dollars ($100,000) or more and all sub-recipients have to
certify that the organization and its principals were not suspended or debarred. As of
November 26, 2003, when the County enters into a covered transaction with an entity
(contracts for goods and services expected to equal or exceed twenty five thousand dollars
($25,000) and sub-awards to sub-recipients), the Federal Entities are prohibited from
contracting with or making sub-awards under covered transactions to Parties that are
suspended or debarred or whose principals are suspended or debarred.
2.16.2 Effective November 26, 2003, when a Non-Federal Entity (the County) enters into a
covered transaction with an Entity at a lower tier, the Non-Federal Entity (the County) must
receive verification that the Entity is not suspended or debarred or otherwise excluded. As
Page 11 CMCA ‐AMP MTM RANCH FINAL.DOCX

such, each prospective concessionaire must submit a certification (e.g. certified letter)
within sixty (60) days of award that it is not currently under such suspension or debarment.
Requirements for suspension and debarment are contained in the Federal codification of
the government-wide non-procurement debarment and suspension common rule, which
implements Executive Orders 12549 and 12689, Debarment and Suspension.
2.17 Consents and Approvals.
The Parties agree to act in good faith and with fair dealing with one another in the execution,
performance and implementation of the terms and provisions of this Agreement. Whenever the
consent, approval or other action of a Party is required under any provision of this Agreement, such
consent, approval or other action shall not be unreasonably withheld, delayed or conditioned by a
Party unless the provision in question expressly authorizes such Party to withhold or deny consent
or approval or decline to take action in accordance with a different standard, in which case the
consent or approval or the decision to not take action may be withheld, delayed or conditioned in
accordance with the different standard.
2.18 Further Assurances; Cooperation.
Each of the Parties hereto shall execute and provide all additional documents and other assurances
that are reasonably necessary to carry out and give effect to the intent of the Parties reflected in this
Agreement.
2.19 No Third Party Beneficiaries.
Except as may be otherwise expressly and specifically set forth in this Agreement, no person or
entity shall be deemed a third party beneficiary of any of the provisions of this Agreement.
2.20 Conflict of Interest.
The Parties acknowledge that this Agreement is subject to cancellation pursuant to the provisions
of A.R.S. §38-511(A) which reads that “The state, its political subdivisions or any department or
agency of either may, within three years after its execution, cancel any contract, without penalty or
further obligation, made by the state, its political subdivisions, or any of the departments or agencies
of either if any person significantly involved in initiating, negotiating, securing, draft creating the
contract on behalf of the state, its political subdivisions or any of the departments or agencies of
either is, at any time while the contract or any extension of the contract is in effect, an employee or
agent of any other party to the contract in any capacity or a consultant to any other party of the
contract with respect to the subject matter of the contract.”
3. Entire Agreement; Modification.
This Agreement, together with any supplemental provisions attached hereto, constitutes the entire
agreement between the Parties and sets forth all of the covenants, promises, agreements, conditions or
understandings, either oral or written, between the Concessionaire and the County, other than as set
forth herein, and those agreements that are executed contemporaneously herewith. This Agreement
shall be construed as a whole and in accordance with its fair meaning and without regard to any
presumption or other rule requiring construction against the party drafting this Agreement. This
Agreement cannot be modified or changed except by a written instrument executed by the
Concessionaire and the County. The Concessionaire and the County have reviewed this Agreement
and have had the opportunity to have it reviewed by legal counsel.
4. Attorney Fees.
If suit or action is commenced to enforce compliance with any term, covenant or condition of this
Agreement, including any action undertaken in the context of bankruptcy proceedings, the Party not
Page 12 CMCA ‐AMP MTM RANCH FINAL.DOCX

prevailing shall pay to the Prevailing Party a sum which the trial judge determines is reasonable as
attorney fees to be allowed in the suit or action, and court costs, and if appeal is taken from any judgment
or decree in the suit or action, the Party not prevailing on the appeal shall pay to the Prevailing Party
such further sum as the appellate court shall adjudge reasonable as attorney fees on appeal, and court
costs.
5. Severability.
If any term, covenant, condition or provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
6. Force Majeure.
The occurrence of any of the following events shall excuse performance of such obligations of a Party
as are rendered impossible or reasonably impracticable to perform while such continues: strikes;
lockouts; acts of God; inability to get materials; governmental restrictions; enemy or hostile
governmental action; fire or other casualty; and other causes beyond the reasonable control of the Party
obligated to perform (all events of “Force Majeure”).
7. Authority.
Each Party covenants and warrants to the other Party that: (a) it is duly authorized to execute this
Agreement; and (b) the execution of this Agreement has been duly authorized by the Applicable Party.
8. Legal Effect of the Agreement.
This Agreement is terminable only in accordance with the express and specific provisions hereof. This
Agreement does not create a leasehold estate and the County shall at all times remain the patent holder
of the real property.
9. Delegation of Authority.
The Department Director or his or her designee, Maricopa County Parks and Recreation Department,
is authorized to conduct required administrative actions as may be necessary to carry out the spirit and
intent of the Agreement.
10. Representation and Warranties of County.
10.0 The County represents and warrants to the Concessionaire that the following statements are
true, correct and complete:
10.0.1 The County has complete and full authority to execute this Agreement and to grant
to the Concessionaire the rights contemplated by this Agreement. All governmental
actions required to be taken by the County to authorize execution of this Agreement
by the County and performances by the County of its obligations hereunder have been
taken and this Agreement is binding upon and enforceable against the County in
accordance with its terms; and,
10.0.2 To the best of the County’s knowledge, there are no lease agreements, maintenance
contracts, service agreements or other contracts of any nature which pertain to, cover
or affect the Concession except as disclosed in this Agreement.
10.1 In the event of a breach of a representation or warranty as set forth herein, the Concessionaire
shall notify the County of same and deliver to the County such information as is necessary to
Page 13 CMCA ‐AMP MTM RANCH FINAL.DOCX

enable the County to remedy the breach. The Concessionaire shall cooperate with the County
to remedy the breach.
11. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. Faxed, emailed and
copied signatures, are acceptable as original signatures.
12. Time is of the Essence.
Time is of the essence of this Agreement. If the date for performance of any obligation hereunder or
the last day of any time period provided herein shall fall on a Saturday, Sunday or legal holiday, then
said date for performance or time period shall expire on the first day thereafter which is not a Saturday,
Sunday or legal holiday.
Page 14 CMCA ‐AMP MTM RANCH FINAL.DOCX

Page 15 CMCA ‐AMP MTM RANCH FINAL.DOCX

EXHIBIT 1.0 System, Services, Operations, and Maintenance
Exhibit 1.0 System, Services, Operations, and Maintenance as stated herein, provides the working document for
the systems, services provided, daily operation and maintenance parameters that will be reviewed annually, no later
than December 31 of each year, as part of the Annual Management Plan (AMP) pursuant to the terms of the
Agreement.
1. The Concessionaire is restricted to designated 5.2 Mile Spur Cross Trail as highlighted below that goes from
the park entrance to the Tonto National Forest connection and will not leave the designated Spur Cross Trail
and/or other trails depicted on this map and/or designated event areas (ie, ramadas, etc) and/or conduct events
in the open desert. The Concessionaire is not allowed to create new equestrian trails or create trail shortcuts
as Spur Cross Ranch Conservation Area is to be forever preserved substantially in its natural scenic, historic
and archaeological state. Due to the nature of this site being a “Conservation Area”, guided tours are
restricted to this Equestrian Trail.
2. System Map:
2. Parks Considered as part of this Agreement:
Spur Cross Ranch Conservation Easement
Park Notification Numbers: 480-488-6601
Email: darcikinsman@mail.maricopa.gov
City Jurisdiction for Possible Business License: Town of Cave Creek
Page 16 CMCA ‐AMP MTM RANCH FINAL.DOCX

EXHIBIT 1.0 System, Services, Operations, and Maintenance - continued
3. Services
3.0 All guides (staff) will be competent and experienced in conducting guided Equestrian Trail rides.
Guides will have knowledge of the Spur Cross Ranch Conservation Easement for natural scenic,
historic and archaeological state. Guides will become an ambassador for the Park System and
inform riders that they are riding within the boundaries of a County Park. They will do everything
in their power to make certain each guided event is a quality experience. Under no circumstances
will guides be in charge of events when they do not meet the qualifications listed above or are not
familiar with the particular trail being traveled. The Park Supervisor may audit any program given
to the public related to the information presented to the participant such as but not limited to the
Spur Cross Ranch Conservation Easement and anything related to education about Park.
3.0.1 Staffing and group requirements:
3.0.1.1 Staff requirements - Minimum of one (1), up to three (3) to meet maximum
number of horses and guide per participant limit.
3.0.1.2 Groups will ride single file along designated trails within the Park.
3.0.1.3 Groups will not exceed more than eight (8) horses unless authorized by the Park
Supervisor.
3.0.1.4 Groups will ride single file along the designated trails within the Park.
3.0.1.5 Groups in excess of twenty five (25), when authorized by the Park Supervisor,
will be divided so that total group size does not exceed twenty five (25).
3.1 Concessionaire shall furnish operations, services, facilities or maintenance as stated herein and in
the Agreement in a diligent, professional and creditable manner satisfactory to the County. Variance
from the following listed events will be submitted to the County for concurrence in writing prior to
being implemented:
3.1.1 Conduct daytime Equestrian Trail rides restricted to the Spur Cross Trail asidentified in
System Map.
3.1.2 The Park Supervisor will inform the Concessionaire of scheduled competitive events.
During the events the use of the designated Equestrian Trail will not be permitted for safety
issues.
3.1.3 Use of other designated multi-use trails may be requested but must be approved by Park
Supervisor prior to use.
3.1.4 For sections of trails located outside the designated Equestrian Trail usage, the
Concessionaire is responsible for obtaining necessary permits or authorizations from the
land owner or managing agency. Copies of permits for adjacent land uses must be provided
to County.
3.1.5.1 Glass beverage containers are not permitted to be sold or used in the Park.
3.1.5.2 Alcoholic beverages are not authorized.
Page 17 CMCA ‐AMP MTM RANCH FINAL.DOCX

EXHIBIT 1.0 System, Services, Operations, and Maintenance – continued
4. Operations
4.0 The AMP will provide the overarching department guidance. The Park Supervisor will be
responsible for specific coordination to include, but not limited to the following:
4.0.1 The Concession can be located and will operate only on the Equestrian Trail as shown in
System Map or as authorized by the Park Supervisor or as otherwise directed by
representatives in authority, i.e. Maricopa County Sheriff’s Office. Entering into this
Agreement does not construe that Concessionaire is allowed exceptions to access closed
areas of the Park.
4.0.2 The Concessionaire shall access the Park only through areas designated by the Park
Supervisor
4.0.3 The Concessionaire shall only conduct trail rides between the hours of sunrise and sunset.
4.0.4 The Concessionaire shall not create new trails or create trail shortcuts. No “re-routes” are
permitted from designated trails.
4.0.5 Concessionaire agrees to close all gates (as may be applicable) upon entering into or
leaving the Park.
4.0.6 The Concessionaire will not load or unload trailered horses in the Park unless approved by
the Park Supervisor.
4.0.6.1 Horses will not be allowed to:
4.0.6.2.1 Graze inside the Park boundary; or
4.0.6.2.2 Be tethered to trees or to any other type of vegetation; or
4.0.6.2.3 Be in the ramada areas unless approved by the Park Supervisor.
4.0.7 Concessionaire is authorized to coordinate services currently provided by Parks, i.e.
Ranger Interpretative Programs.
4.1 The Concessionaire shall provide, at its own expense, all equipment, furnishings and supplies
necessary to fulfill its obligations under the terms and conditions of this Agreement.
4.2 Concessionaire maybe authorized to set-up temporary structures/ canopies for use during the event
for Concession operations, upon coordination and approval with the Park Supervisor as to location.
4.2.1 The Concessionaire is required to identify and obtain all necessary permits from the
appropriate permitting agencies for use of the temporary structures/canopies.
4.2.2 If staking it to take place, the Concessionaire is responsible for Blue Staking the area as
not to damage underground infrastructures (ie irrigation lines, phone lines, etc).
4.2.3 Set-up will not occur before the start of each day’s event or activity or as coordinated with
the Park Supervisor.
Page 18 CMCA ‐AMP MTM RANCH FINAL.DOCX

4.2.4 Temporary structures will be removed upon completion of the event or each day’s
operations.
EXHIBIT 1.0 System, Services, Operations, and Maintenance - continued
4.2.5 The Concessionaire is responsible for proper staking, etc. to preclude the temporary
structure/canopy being blown down in event of wind or inclement weather. Stakes will not
exceed six (6) inches in length.
4.3 The Concessionaire is responsible for the providing of a source of water that may be required which
would be in addition to what is currently available within the Park. Park personnel are not
responsible for the providing of additional water in support of activities.
4.4 The Concessionaire and participants will have access to port-a-johns that are located along the
Equestrian Trails. Park staff will not relocate port-a-johns from other areas within the Park. The
Concessionaire is not authorized, unless coordinated for each guided equestrian event with the Park
Supervisor, to contract for additional port-a-johns. If authorized, the Park Supervisor will designate
the date when contracted port-a-johns will be removed from Park property.
5. Maintenance
5.1 The Concessionaire is responsible for all maintenance costs associated with the Concession.
5.2 If the Concessionaire uses any of the Equestrian Trails within the Park for more than thirty (30)
times per Contract Year, the Concessionaire will provide, for trail maintenance activities, a two (2)
– person work crew, to be under the supervision of the Park Supervisor, for a period of up to sixteen
(16) hours total each Contract Year.
5.3 As determined by the Park Supervisor, when a build-up of animal waste occurs on the Equestrian
Trails, the Concessionaire will arrange clean-up of the Equestrian Trails at no additional cost to the
MCPRD or County. Clean-up is to be under supervision of the Park Supervisor.
5.4 The Concessionaire agrees to maintain the Equestrian Trails so that there is a neat, presentable
appearance at all times.
5.5 Trash Disposal: The County will not provide additional trash containers along the designated trails.
The Concessionaire is responsible for the providing of trash receptacles and the removing of trash
and receptacles at the end of the event. The Concessionaire will ensure that all garbage or debris
left in the vicinity of the Concession area after the completion of event is placed in an authorized
container. The Park Supervisor may increase the frequency of trash being emptied.
5.6 Tables, eating areas, shaded areas, etc. will be kept clean, neat and sanitary at all times and will
follow all County/City food handling regulations.
5.7 The Concessionaire will be responsible for ensuring compliance with the Maricopa County air,
water and waste control regulations as well as any other applicable federal, state and local statutes,
regulations and ordinances as they pertain to environmental protection for their areas of
responsibility within the Equestrian Trails.
Page 19 CMCA ‐AMP MTM RANCH FINAL.DOCX

Exhibit 1.1.3.2 Administrative Functions
Exhibit 1.1.3.2 Administrative Functions as stated herein, provides the working document for the daily
administration parameters that will be reviewed annually, no later than December 31 of each year, as part of the Annual
Management Plan (AMP) pursuant to the terms of the Agreement.
The Concessionaire shall provide administrative functions as stated herein and in the Agreement in a diligent,
professional and creditable manner satisfactory to the County in compliance with all applicable statutes, laws,
ordinances, rules and regulations.
1. Performance Standards.
The Concessionaire shall furnish services as stated in this Agreement in a diligent, professional and creditable
manner satisfactory to the County in compliance with all applicable statutes, laws, ordinances, rules and
regulations. Evaluations will be made by the Park Supervisor of the quality of operation of the Concession;
the Contract Administrator for MCPRD is responsible for audits, a minimum of one time per Contract Year,
of the Agreement to ensure compliance with all terms of this Agreement and AMP, If Equestrian Trail areas
are determined to be deficient, these areas will be identified in writing per Section 1.5 for correction, within
ninety (90) days. The Concessionaire shall give full cooperation to the County in this evaluation process.
Failure to correct deficiencies within ninety (90) days will result in default on the part of the Contractor of
which Agreement Section 2.1 will apply.
2. Equipment
All required equipment (i.e. helmets) is either provided by the participant or the Concessionaire. The
Concessionaire agrees to maintain the Concessionaire’s equipment in a manner to ensure safe operation for
the guests.
3. Licenses, Permits
3.0 The Concessionaire is responsible for obtaining all required licenses, permits and certificates (see
EXHIBIT 1.0 System, Services, Operations, and Maintenance)
3.1 The Concessionaire must be properly licensed; have the required permits/certificates, including all
required Health Permits.
4. Operation of Similar Concessions.
4.0 The County may operate or permit the operation of similar concessions that offer “like” services
throughout the System. At the option of the County, similar concessions may be operating during
the same event.
4.1 The County does not guarantee the Concessionaire any minimum number of events throughout the
Contract Year or any guaranteed revenue amount throughout the Contract Year.
5. Operating Season.
The intent is that the Operating Season will be three hundred sixty five (365) days per year, seven (7) days
per week in support of scheduled events or as agreed upon by the Parties.
6. Park Closure and Limits of Visitation.
6.0 The County reserves the right to close any area of the Park, including the any portion of the
Equestrian Trail, when deemed necessary for public safety and health purposes without any liability
to the County for any compensation to the Concessionaire for losses, including, but not limited to,
Page 20 CMCA ‐AMP MTM RANCH FINAL.DOCX

Exhibit 1.1.3.2 Administrative Functions - continued
lost income, wages or other compensation which may be claimed by the Concessionaire.
6.0.1 The Park Supervisor may decide to close the Equestrian Trail for a Park event. For a
scheduled Park event, the Park Supervisor will provide the Concessionaire a minimum of
a two (2) week notification prior to initiating any such closures.
6.0.2 In event of undesirable Equestrian Trail conditions (public safety), i.e. the Park has
received substantial precipitation and the Equestrian Trail is muddy, the Park Supervisor
may close the Equestrian Trail(s) for the period of time necessary for trail conditions to
again be satisfactory.
6.1 The County may establish limits of visitation at any portion of the Park or area of operation, based
on public health and safety, availability of parking spaces, or any other reason deemed by the County
to be in the public interest, in the judgment of the County, or closure that may be deemed necessary
due to resource management, habitat development, species management, without any liability to the
County for any compensation to the Concessionaire for losses, including, but not limited to, lost
income, wages or other compensation which may be claimed by the Concessionaire.
7. Public Access.
7.0 The Concessionaire may restrict public access within the Concession during hours of operation and
non-operation for reasons of security or health and safety.
7.1 The Concession will be open to the public. No person shall be denied use of the Concession because
of race, sex, age, handicap, disability, color, religion, sexual orientation or national origin. The
Concessionaire reserves the right to deny any person use of those portions of the Concession when
it reasonably believes that such use poses a direct threat to the health or safety of others.
Page 21 CMCA ‐AMP MTM RANCH FINAL.DOCX

EXHIBIT 1.1.3.3 Accounting and Fees
Exhibit 1.1.3.3 Accounting and Fees as stated herein, provides the working document for the overall financial
parameters that will be reviewed annually, no later than December 31 of each year, as part of the Annual Management
Plan (AMP) pursuant to the terms of the Agreement.
The accounting and fee parameters provides the administrative procedures for payments of annual and minimum fees,
payment of utilities. All fee, payment and fund structures as defined below may be adjusted annually as per the AMP.
1. Admission and Park Entrance Fees
1.0 The Concessionaire is responsible for the management and collection of all fees for their events or
programs.
1.1 Users of the Concession will be required to pay the entry fee upon each entry to the Park unless in
possession of a valid annual pass. The entry fee is a separate fee from the commercial concession
fee as defined below in Section 4 Fee and Revenue Reporting. If Concessionaire is having guests
meet in the Park and then proceed to mount horses or gather at a ramada, entry fees apply.
1.2 The Concessionaire is required to pay the entry fee unless in possession of an annual pass (“CMCA
Pass” see Section 2.0 below).
2. Concessionaire Annual Pass
2.0 A Concessionaire Annual pass will be issued in conjunction with this agreement. The pass is
restricted for business use only; using the pass for any reason beyond business operations may result
in revocation of privileges, including termination of your contract.
2.1 One pass will be issued for each Concession contract free of charge, additional passes (i.e. tour
guides) will be $3.00 each yearly. The pass(es) will expire at the end of your contract
period. Provided you remain in good standing, the pass will remain valid as long as you are an
approved vendor with MCPRD.
3. Accounting Records.
3.0 The Concessionaire will maintain an accounting system which conforms to the Generally Accepted
Accounting Principles (GAAP) and which accurately reflects the results of the entire operation of
the Concession. These financial records will be retained for a seven (7) year period from the current
Contract Year. These financial records will be made available for inspection or audit by county
once per Contract Year.
3.1 County has the right to audit payment records received for timeliness and accuracy a minimum of
once per Contract Year. Any fees determined to be due County will be invoiced to the
Concessionaire with payment due within twenty (20) days.
4. Fee and Revenue Reporting.
4.0 Fees.
During the term of this Agreement, the Concessionaire will pay the County a fee schedule as
outlined in in this Exhibit. By definition, the commercial concession fee is defined as the payment
due County (“Fee”). This fee structure is subject to change upon review of the AMP and/or contract
renewal. Failure to pay the required Fees shall be considered a breach of this Agreement. In the
event of litigation to enforce this provision (collection or default), the County is entitled to recover
its attorney’s fees and costs in such proceedings.
Page 22 CMCA ‐AMP MTM RANCH FINAL.DOCX

EXHIBIT 1.1.3.3 Accounting and Fees - Continued
4.1 Attendance and Revenue Statement and Fee Payments.
4.1.1 An Attendance and Revenue Statement (“Statement”) is a form mutually agreed upon
between the County and Concessionaire will be used to report participants and gross
revenue (defined in Section 4.1.9 below) collected by the Concessionaire. Statement shall
be in the following format:
CONCESSIONIARE: MTM Ranch, LLC
Reporting Period: ________________________________
Event Date # Guests Commercial Concession Total Due Parks
Fee: $3.00 per
Participant
Total Amount Due Parks
($3.00 per Participant)
4.1.2 If no events were held or revenue generated during the Reporting Period, the
Concessionaire is still required to submit the Attendance Statement; however indicate “No
Events Held or Revenue Generated During this Reporting Period”.
4.1.3 Fee Reporting and Payment Schedule shall be due as listed in the table below. Should the
County’s Due Date fall on a Saturday, Sunday or legal holiday, then said Due Date shall
be at the close of business on the first day thereafter which is not a Saturday, Sunday or
holiday.
Attendance & Revenue Statement Fee Payment
Period Date Due County Date Due County
July 1st – September 30th October 10th October 15th
October 1st – December 31st January 10th January 15th
January 1st – March 31st April 10th April 15th
April 1st – June 30th July 10th July 15th
Page 23 CMCA ‐AMP MTM RANCH FINAL.DOCX

EXHIBIT 1.1.3.3 Accounting and Fees - Continued
4.1.4 Fee Payments (unless called in with Credit Card) and Statements are to be emailed or
mailed to:
Maricopa County Parks & Recreation Department
Attn: Contract Administrator
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
Email: emilymiller@mail.maricopa.gov
Phone: (928) 501-9211
Do not send Payments and Attendance and Revenue Statements directly to the
individual Park.
4.1.5 Late Payment Fee shall be ten percent (10%) of the amount due. Invoiced late fees are due
the County by the Due Date stated on the invoice. Should the County’s Due Date fall on
a Saturday, Sunday or legal holiday, then the Due Date shall be at the close of business on
the first day thereafter which is not a Saturday, Sunday or holiday.
4.1.6 Failure to pay the required fees shall be considered a breach of this Agreement. In the
event of litigation to enforce this provision (collection or default), the County is entitled to
recover its attorney’s fees and costs in such proceedings.
4.1.7 Concessionaire will pay County the following fees according to the payment schedule
listed below. Payments accepted by credit card, checks or money orders, made payable to
Maricopa County Parks & Recreation Department per Section 4.1.4 above.
Commercial Concession Fee Amount
Administrative Fee (Initial and Each Amendment) $150.00
Commercial Concession Fee $3.00 per Participant
(Entry fees into the Park are not included in the
Commercial Concession Fee)
Camping Permits Current fees listed on MCPRD website
Ramada Reservations Current fees listed on MCPRD website
for actual hours of event usage (not including
setup & teardown)
CMCA Annual Pass (one free) – Each additional & $3.00 each
annual renewal of each additional pass
4.1.8 The Administrative Fee, by definition, is the fee assessed by the County for the initial
development of the Agreement; subsequent Amendments and management of the
Agreement. The Administrative Fee is payable upon the Concessionaire signing the
initial Agreement or Amendments to Agreement, and prior to the Agreement being
presented to the Maricopa County Board of Supervisors (“Board”) for execution. If for
some reason the initial Agreement or Amendment is not executed by the Board, the
Page 24 CMCA ‐AMP MTM RANCH FINAL.DOCX

Administrative Fee will be refunded to the Concessionaire; otherwise, the
Administrative Fee is non-refundable.
4.1.9 The Concession Fee, by definition is the fee assessed by the County to offset impact to
the Park and create funds to be applied towards Park Operations. This is in not the entry
fee paid at the Park for entry to the Spur Cross Ranch Conservation Easement. Payment
is due the County according to the fee payment schedule outlined above in Section 4.1.3.
4.1.10 A Concessionaire Annual pass will be issued in conjunction with this agreement. One
pass will be issued for each Concession contract free of charge, additional passes will be
$3.00 each yearly.
Page 25 CMCA ‐AMP MTM RANCH FINAL.DOCX

Exhibit 1.2 Safety
The Concessionaire is responsible for ensuring that adequate safety measures and personnel are on-site for all events
as defined in the Agreement and per Exhibit 1.0 System, Services, Operations and Maintenance. All activities and
events conducted by the Concessionaire will be conducted in conformance with all relevant industry standards and in
compliance with all applicable federal, state and local statutes, regulations and ordinances relating to safety.
1. In event an unsafe operation of the Concessionaire is noted by the Park Supervisor or park staff, operation
will immediately be suspended until the risk or threat has been resolved to the reasonable satisfaction of the
Park Supervisor or park staff. Such suspension will be without liability to the County for any compensation
to the Concessionaire for losses, including, but not limited to, lost income, lost revenue, wages or other
compensation which may be claimed by the Concessionaire.
2. The Concessionaire will conduct a safety briefing and overall orientation prior to the start of each guided
equestrian ride.
2.0 Concessionaire may be instructed by the Park Supervisor/staff or Maricopa County Sheriff’s
Office (“MCSO”) to relocate or adjust any portion of the approved designated trails due to
conditions determined to be unsafe by Park or MCSO personnel.
2.1 Trails or areas within park boundary may be temporarily closed due to emergency situations.
Concessionaire may need to adjust guided trail rides to other designated trails or return to the
stables.
2.2 If markings are needed, please use and remove all cones, ribbons, flagging and directional arrows
or markings within one (1) day after the conclusion of the ride.
3. Condition of Livestock
3.0 Livestock will be healthy and fit and able to carry person on required trip.
3.1 If there is any evidence of illness such as but not limited to runny nose, swollen glands, swollen
eyes, fluids dripping from month, the horse will not be used on ride until it has been symptom free
for 24 hours.
3.2 Tack shall be well maintained and in working condition. There will be no piecing of tack together
with twine unless a true emergency.
3.3 Shoes will be on every horse used on the Maricopa Trail or Park trails.
3. The Concessionaire is responsible for providing guides or staff trained in emergency medical services or
procedures on each event. Guides will have with them first aid kits and other items needed to perform
emergency medical services and in a quantity sufficient for the group size. Guides or staff will be
knowledgeable in the treatment of or prevention of inadequate hydration, over exertion, mechanical
problems, unsafe acts, etc.
4. The Concessionaire is responsible for providing emergency communication with the Park Supervisor for
each guided event.
5. The County is not responsible for the providing of any security for the Concessionaire.
6. Emergency Evacuation.
6.0 The Concessionaire will be required to take direction from the Park Supervisor in event of
emergency evacuation.
Page 26 CMCA ‐AMP MTM RANCH FINAL.DOCX

6.1 In event of evacuation, items needed to support the Concession may be directed to remain on-site;
the County will not be liable for any loss or damage incurred.
6.2 The Concessionaire will, without cost to the County, make a horse available to the Park Supervisor,
during the operating season, in event of rescue operations. The Park Supervisor will coordinate
directly with the Concessionaire dependent upon need. The Concessionaire gives no warranty
regarding the fitness of the horse provided for a specific task.
7. Accident Reporting.
The Concessionaire will immediately report to the County any event which results in death or injury requiring
medical transport or medical attention. Reporting will be to the Park Supervisor or the Regional
Superintendent and/or Parks Operation Manager in the Park Supervisor’s absence. In event an unsafe
operation of the Concession is noted by the Park Supervisor or Regional Superintendent or their designee.
Operation will immediately be suspended until the risk or threat has been resolved to the reasonable
satisfaction of the Park Supervisor or designated person. Such suspension will be without liability to the
County for any compensation to the Concessionaire for losses, including, but not limited to, lost income,
wages or other compensation which may be claimed by the Concessionaire.
Page 27 CMCA ‐AMP MTM RANCH FINAL.DOCX

Exhibit 1.3 Marketing and Media
The Concessionaire is responsible for ensuring that all media, advertising materials and marketing is family oriented
and is reviewed and approved by MCPRD as noted herein. This includes, but not limited to:
1. Advertisements, signs, circulars, brochures, letterheads and other media or materials shall not
misrepresent in any way the accommodations or services provided as pertains to this Agreement.
2. Signs or other advertising posted on County land will be subject to the County’s and any other
applicable administrative agency’s approval as to location, design, size, color and content prior to
construction or use. All such signs will comply with all applicable statutes, laws, ordinances, rules
and regulations.
3. The Concessionaire will coordinate major media releases with the County prior to release. The
Parks’ PIO will receive a copy of all press releases and media distribution.
4. Logos and labels on the products dispensed will be limited to nutritional facts, manufacturer
information, the Concessionaire’s name and an encouraging scripture. No other forms of
advertising, brochures or material will be provided by the Concessionaire.
Page 28 CMCA ‐AMP MTM RANCH FINAL.DOCX

Exhibit 1.4 MCPRD Organizational Chart
Page 29 CMCA ‐AMP MTM RANCH FINAL.DOCX

Exhibit 2.4 – Park Rules
MARICOPA COUNTY PARKS AND RECREATION
PARK RULES
Adopted August 13, 2003 by the Maricopa County Board of Supervisors
Revised January 13, 2016 by the Maricopa County Board of Supervisors
R-101 DEFINITIONS
The following definitions shall determine meanings for certain facilities, objects, entities or activities.
1. “Abandoned Vehicle” means any vehicle, boat, trailer, or structure, which shows evidence of being left
unattended for a period of 48 hours unless displaying an official permit indicating a stay in excess of 48 hours.
2. “Aircraft” means a structure or device for navigation of the air that is supported either by its own buoyancy or by
the dynamic action of the air against its surface.
3. “Camping” means erecting a tent or shelter or arranging bedding, or both, for the purpose of, or in such a way as
will permit, overnight use; or parking a trailer camper or other vehicle for the purpose of remaining overnight.
4. “Commission” means the Maricopa County Parks and Recreation Commission.
5. “County” means Maricopa County.
6. “Department” means the Maricopa County Parks and Recreation Department.
7. “Loudspeaker or public address system” means a device to amplify or direct sound.
8. “Maricopa County Park(s)” means any land or areas under the control of the Maricopa County Board of
Supervisors which has been designated as a Park, Recreation Area or Conservation Area.
9. “Roads” means the entire width between the boundary lines of every way when any part thereof is open, kept or
maintained for use by the public for purposes of vehicular travel.
10. “Special Use Permit” means commercial or non-commercial permits issued by the Department for activities
outside a park’s activity design or which excludes the general public or for which there is monetary gain.
11. “Swimming” means to propel one’s self in water by natural means; consequently aquatic activities including the
full or partial use of inner tubes, air mattresses or personal support devices.
12. “Designated Trail” means an authorized recreational trail designed, constructed, and maintained according to
standards within the county manual; it is within Maricopa County Parks’ boundaries and has been included in the
Maricopa County Park trail system inventory.
R-102 SPECIAL USE PERMITS, FEES AND APPROVALS
1. Special Use Permits shall be required for eligible non-profit, government or private, as well as commercial uses.
2. For eligible non-profit uses, a Special Use Permit is required of any person or group for any activity outside each
park’s activity design, or for the use of specific park areas that require the exclusion of general public usage.
3. A Special Use Permit shall also be obtained in advance by any person or group wishing to use a Maricopa County
Park for eligible commercial uses.
4. Park Impact Fees for Special Use Permits shall be negotiated by the Department based on the expenses related to
the administration of the activity, protection of the park and visitors, and in accordance with established fee
schedules when applicable.
5. The Department may require commercial applicants to enter into an agreement with the County for a negotiated
percentage of gross receipts not to exceed twenty (20) percent.
6. The Department may require the permittee to post a deposit against damage and clean-up expense, provide a
certificate of insurance naming the department as additionally insured, and/or provide for adequate medical, sanitary
and security services.
7. A performance and payment bond may be required from any permitee who is providing a service that was
solicited to provide any event or activity sponsored by the department.
8. The Department may impose conditions on the conduct of any activity, which are necessary to protect the area
and maintain its availability as a public park.
9. A Special Use Permit is not required for any person operating under the provisions of a valid special use or
commercial management concessions agreement with the department.
10. Special Use Permit applications, which are compatible with the management objectives of the individual park,
may be refused for health and safety reasons or to protect the park from significant damages. With respect to
Page 30 CMCA ‐AMP MTM RANCH FINAL.DOCX

competing non-profit uses, the use of park space shall be granted on a first-come, first-served basis. With respect to
competing commercial uses, informal proposals shall be solicited and the Special Use Permit awarded to that
concessionaire which offers to provide the County with the highest potential revenue and/or best recreational value
to park patrons, provided the concessionaire does not have a poor performance history on any prior permits.
11. All persons entering a park under a Special Use Permit are subject to all entrance and/or use fees, and all rules
and regulations concerning park resource and facility use. The total amount of entrance fees owed by persons
entering a park under a Special Use Permit, may be calculated in advance and paid in accordance with terms
negotiated as part of the Special Use Permit.
12. A decision by the Department concerning any Special Use Permit may be appealed to the Commission.
13. Applications for Special Use Permits may be obtained from an authorized representative of the Department.
R-103 VIOLATIONS AND PENALITIES
1. Any person who violates any of these rules shall be guilty of a Class 2 misdemeanor.
2. Any person who violates any of these rules may also be evicted for failure to comply.
THE FOLLOWING ACTS ARE PROHIBITED IN MARICOPA COUNTY PARKS:
R-104 ENTRY, USE, OCCUPANCY, FEES
1. Entering, using, or occupying of a Maricopa County Park or its facilities, designated trails or waterways under the
supervision and control of the Department for any purpose when said parks or areas are posted against such
entrance, use, occupancy or where barriers exist.
2. Entering upon or using for any purpose, the land, water or facilities within the boundaries of Maricopa County
Parks when a fee, rental, admission or other consideration has been established for such land, water or facilities,
unless the person entering or using such land, water or facility has paid said fee, rental, admission or other
consideration.
R-105 ANIMALS AND PETS
1. Riding, permitting or allowing livestock, saddle, pack, or draft animals except on designated trails or areas under
special permit issued by the Department or by special provisions of a use management agreement.
2. Possessing, allowing or permitting a dog and/or other pets in a Maricopa County Park, unless the same shall be
under immediate control on a leash not exceeding 6 feet in length, except the leash requirement shall not apply to
dogs while being used in hunting, or in field trials, or while being trained, when upon lands open to such uses and it
does not interfere with other park activities.
3. Possessing, allowing or permitting a dog in a Maricopa County Park without a current dog license.
4. Allowing dogs or other pets, other than seeing-eye or hearing guide dogs, within the confines of public park
buildings.
5. Allowing dogs and/or other animals to create a nuisance, noise or disturbance in any area.
6. Failure of owners of pets to properly remove and dispose of any waste.
7. Scattering and/or depositing the ashes of any animal.
R-106 DISCHARGE OF FIREARMS, HUNTING AND TRAPPING
1. Except as provided by state law, discharging a firearm, shooting with bow and arrow, or setting traps except in
locations provided for that purpose and as permitted by Arizona Game and Fish rules.
R-107 MOTOR VEHICLES AND BICYCLES
1. Operating any motorized vehicle except on roads and parking areas designated by the Department for such
purpose.
2. Abandoning any vehicle in any area of a Maricopa County Park. Vehicles violating this section may be towed at
the owner’s expense.
3. Parking a motor vehicle or trailer or other device towed by a motor vehicle in such a manner whereby roads,
parking areas or other traffic ways or traffic are blocked or otherwise impeded. Vehicles violating this section may
be towed at the owner’s expense if such violation constitutes blockage of any emergency lane or otherwise interferes
with park operations.
4. Operating a bicycle in a careless or reckless manner, or in disregard of the safety of any person or property.
5. Utilizing bike ramps in non-designated areas.
Page 31 CMCA ‐AMP MTM RANCH FINAL.DOCX

6. Operating, without permission from the County, any motorized skateboard, motorized scooter, moped or like
device.
R-108 WATERCRAFT AND SWIMMING
1. Bringing into, or operating any watercraft upon any body of water, except at such places and in such manner as
designated for such use or purpose by the Department.
2. Storing or leaving any watercraft without first obtaining a permit issued by the Department or its authorized
concessionaire.
3. Swimming in areas posted against such use.
4. Cliff jumping.
R-109 VANDALISM
1. Destroying, damaging, or removing any tree, shrub, wildflower, cactus, or any other vegetation, or any other
vegetative product or by-products without first obtaining a written permit from the Department.
2. Destroying, damaging, defacing or removing any County property or property administered by the Department.
R-110 LITTERING
1. Depositing or abandoning garbage, sewage, refuse, trash, waste, or other obnoxious material, except in
receptacles or containers provided for such purposes.
2. Throwing or breaking any glass, plastic or ceramic object leaving shards or other fragments on park property.
R-111 PUBLIC BEHAVIOR
1. Conducting one’s self in a disorderly or intoxicated manner, or using threatening, abusive, or boisterous or
insulting language, or conducting or participating in a disorderly assembly, or to solicit for any purpose.
2. Engaging in noisy conduct, operating generators or motors, operating radios, or otherwise making loud or
disturbing noises that may disturb the peace of the area between the hours of 10:00 p.m. and 6:00 a.m.
3. Public urination or public defecation.
4. Engaging in noisy conduct that disturbs the peace.
R-112 CAMPING
1. Camping without first obtaining a written permit issued by the Department
2. Failure to obey all written or posted camping regulations.
R-113 FIRES
1. Building fires except in designated places.
2. Building fires in any area posted against such use.
3. Building wood or charcoal fires at any time posted against such activity (during fire ban).
4. Use of gas or propane stove or grills when use is prohibited (during extreme fire ban).
5. Abandoning any fire without completely extinguishing it.
6. Allowing a fire to escape from control.
R-114 PUBLIC OR COMMERCIAL ACTIVITES
1. Conducting any activity or assembly outside the individual park’s activity design or requiring the use of park
areas which exclude the use by the general public without first obtaining a Special Use Permit from the Department.
2. Posting, placing, or distributing advertising material; erecting a fence or barrier (except under specific use
management or lease agreements), constructing or occupying improvements; or enclosing County administered
lands without first obtaining a Special Use Permit from the Department.
3. Using a loudspeaker, or public address system, or amplifier without first obtaining a Special Use Permit from the
Department.
4. Using County administered lands for a commercial purpose without first obtaining a Special Use Permit or use
management or lease agreement from the Department.
R-115 GLASS BOTTLES
1. Possessing glass, ceramic or hard frangible plastic beverage bottles.
Page 32 CMCA ‐AMP MTM RANCH FINAL.DOCX

R-116 AIRCRAFT AND ENGINE POWERED MODELS
1. Operating any passenger carrying aircraft of any nature or parachute, including parasailing, except in areas
designated for such use by the Department or in an emergency situation.
2. Operating engine powered models and/or toys in any park area not designated for such use or in such a manner
that it could be a hazard to the public.
R-117 INTERFERENCE WITH A PARK RANGER OR A PARK POLICE OFFICER
1. Interfering with any Park Ranger and/or Park Police Officer in the discharge of the Park Ranger’s and/or Park
Police Officer’s duties.
2. Failing or refusing to obey any lawful command of any Park Ranger and/or Park Police Officer or other Certified
Peace Officer.
R-118 TRAILS
1. Damaging, blocking, restricting or otherwise interfering with the use of a trail.
2. Throwing or rolling rocks or other items into valleys or canyons, down hillsides, mountainsides or trails.
3. Leaving a designated trail or walkway between trailheads.
4. Operating a bicycle, riding a horse, or hiking, except on trails designated for that use.
5. Failure to follow any sign that dictates the use or behavior on a trail.
Page 33 CMCA ‐AMP MTM RANCH FINAL.DOCX