UMA WITH NSHO CAVE CREEK TRAILRIDES.PDF

REQUEST FOR EXECUTION OF DOCUMENT
To: Fran McCarroll, Clerk of the Board
Board of Supervisors
Tenth Floor, Administration Building
Date: February 26, 2010
Submitting Department: Maricopa County Parks and Recreation Department
Name of Person Submitting: Tom Timmons Phone Number: 602-506-3998
Title of Document: Use Management Agreement Between Maricopa County and Northside Horse
Outfitters, LLC
Encumbrance No. (C#): C-30-10-022-3-00 Bid Serial No: N/A
Date of Legal Review: Date of Board Approval:
Copy of Agenda Item Attached: Yes
Original Enclosed for Official Filing: Yes
This is an IGA and must be filed with the County Recorder: No
Number of Copies Enclosed: 3
(Include desired number of copies in addition to the original which is retained for official files.)
Return Copies To: Torn Timmons
Parks and Recreation Department
234 N. Central Avenue, Suite 6400
Phoenix, AZ 85004
602-506-3998
Date Executed and Returned: 3- 10

C-30 -/0 - 02,2 - 3 ..,c ,()
Mar icopa County
Parks and Recreation
Use Management Agreement
Between
Maricopa County
And
Northside Horse Outfitters, LLC
To Manage, Operate, Maintain and Improve a Horse
Riding Concession within Cave Creek Regional Park
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TABLE OF CONTENTS
Cover Page 00
Table of Contents 01
Recitals 04
Agreement 04
1. General Terms 05
1.1 Scope 05
1.2 Development 05
2. Term and Termination 06
2.1 Effective Date 06
2.2 Contract Year 06
2.3 Term and Renewal Option 06
2.4 Holder Over 07
2.5 Ownership of Improvements upon Expiration or Termination 07
2.6 Termination due to Conflict of Interest 07
2.7 Termination for Cause 07
2.8 Termination by the Parties 08
3. Accounting and Fees 08
3.1 Accounting Records 08
3.2 Fee and Revenue Reporting 09
4. Services and Facilities; Exclusive 10
4.1 Required Services and Facilities 10
4.2 Performance Standards 12
4.3 Exclusive Use 13
4.4 Operating Season 13
4.5 Rate Schedules... 13
4.6 RV Parking 14
4.7 Financing 14
4.8 Emergency Evacuation Plan and Ingress/Egress Routes 14
5. Operation, Maintenance, Improvements and Construction 14
5.1 Operations and Maintenance 14
5.2 Condition of Property 18
5.3 Utilities and Utility Payments 18
5.4 improvements and Construction 20
6. General Provisions 27
6.1 indemnification and Insurance 27
6.2 Security Interest 29
6.3 Estoppel Statement 30
6.4 Default, Insolvency, Remedies 30
6.5 Assignment 32
6.6 Park Closure 33
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Table of Contents (Continued)
6.7 Compliance 33
6.8 Public Access... 33
6.9 Safety Program 34
6.10 Accident Reporting 34
6.11 Complex Occupancy 34
6.12 Pest Control and Plant and Animal Salvage 34
6.13 Advertising 35
6.14 Notices, Current Addresses and Points-of Contact 36
6.15 Equal Opportunity Employment Requirements 36
6.16 Immigration Reform Act of 1986 (I.R.C.A.) 36
6.17 Employer Sanctions Law 36
6.18 Verification Regarding Compliance with A.R.S. §§ 35-391.06 and
35-393.06, Business Relations with Sudan and Iran. 37
6.19 Taxes 37
6.20 Covenants against Contingent Fees 38
6.21 Organization - Employment Disclaimer 38
6.22 Waiver 38
6.23 Agent, Employees, Contractors, Subcontractors 38
6.24 Suspension and Debarment and Executive Orders 12549 and 12689 39
6.25 Constants 39
6.26 Consents 39
6.27 Further Assurances; Cooperation 40
6.28 No Third Party Beneficiaries 40
6.29 Data Collection 40
6.30 Right of Entry 40
7. Entire Agreement; Modification 40
8. Attorney Fees... 41
9. Severa b i I ity 41
10. Force Majeure 41
11. Authority 41
12. Legal Effect of the Agreement 41
13. Delegation of Authority 41
14. Representation and Warranties of County 41
15. Recitals 42
16. Counterparts 42
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Table of Contents (Continued)
17. Time is of the Essence 42
Exhibit 1.1.1 — Cave Creek Site Plan and Development Timeline 44
Exhibit 2.5 — Furniture, Fixtures and Equipment Subject to Removal 45
Exhibit 3.2.1 — Cave Creek Fee Payment Schedule 46
Exhibit 3.2.2 — Monthly Income Statement 47
Exhibit 4.1 — Required Services and Facilities 48
Exhibit 6.7 — Park Rules 49
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Use Management Agreement
Between
Maricopa County
And
Northside Horse Outfitters, LLC
For the Management, Operation, Maintenance and Improvement of a Horse Riding
Concession within Cave Creek Regional Park
This Use Management 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,") and Northside Horse Outfitters, LLC, an Arizona Limited Liability Company,
(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. §11-933;
and
WHEREAS, the County through a series of land patents between the Bureau of Land
Management (02-72-0079 dated June 29, 1972; 01-74-0028 dated January 22, 1974; 02-74-
0022 dated January 28, 1974); and Warranty Deeds became entitled to use of the lands
described as a recreational park and related facilities. This land is currently known as Cave
Creek Regional Park; and
WHEREAS, pursuant to the Land Patents or management rights, the County is authorized
to enter into direct agreements with Concessionaire to manage, operate, maintain and improve
recreational facilities and amenities in accordance with the Master Plan, a plan developed and
approved by the Maricopa County Parks and Recreation Department and Maricopa County for
long range planning, ("Master Plan") for Cave Creek Regional Park; and
WHEREAS, the County believes the public interest can best be served by contract
operation of the Concession lying within the area known as Cave Creek Regional Park; and
WHEREAS, the Parties desire to evidence their agreement regarding the management,
operation, maintenance and improvement of the horse riding concession to be located at Cave
Creek Regional Park.
AGREEMENT
NOW THEREFORE, in consideration of the mutual representations, warranties, covenants
and agreements hereinafter contained, the County and the Concessionaire agree as follows:
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1. General Terms.
1.1 Scope.
1.1.1 Cave Creek Regional Park.
The County hereby grants the Concessionaire the exclusive right to
manage, operate, maintain and improve an existing horse riding complex
("Complex") within Cave Creek Regional Park and, subject to the terms of
this Agreement, will provide additional recreational opportunities to the
public. An existing site plan of the Complex (the "Site Plan") is attached
hereto as Exhibit 1.1.1 — Cave Creek Site Plan and Development
Timeline.
1.1,2 This Agreement is entered into pursuant to the successful response
submitted by the Concessionaire to County with respect to the Request for
Proposal for a horseback riding concession bearing Serial Number PR-09-
02-RFP (the "RFP Response"). The terms of the REP Response have
been incorporated into the terms of this Agreement. To the extent of any
conflict between the provisions of the RFP Response and this Agreement,
the provisions of this Agreement shall supersede and control. The Parties
intend that the Complex will be operated as a seasonal recreational facility
as approximately from mid-October through mid-May. However, operations
will be determined by market conditions and prudent business practices,
and will include the amenities described in Exhibit 1.1.1 - Cave Creek Site
Plan and Development Timeline (the work to be undertaken is sometimes
referred to as the "Project").
1.1.3 Naming of Concession.
With the consent of County, the Concessionaire shall choose the name or
names to be used to market the Complex.
1.2 Development.
1.2.1 The elements and features of the Complex are subject to change by the
Concessionaire to accommodate changes in the marketplace; changes in
federal or state statutes or policy; changes dictated by planning and
permitting guidelines; changes dictated by opposition to any proposed
development; the inability to obtain utility services or materials to operate
any proposed element of the Complex; and the need to remodel and
renovate features. Variations from the concepts contemplated by the Site
Plan (Exhibit 1.1.1 - Cave Creek Site Plan and Development Timeline)
of this Agreement shall be subject to the review and concurrence, in writing,
by the County. Any changes to the Complex as contemplated in Section
1.2 and other sections contained within this Agreement shall comply with
the requirements of the pertinent land patent(s) and the Master Plan and
any approved amendment thereto.
1.2.2 Features as presented in the RFP Response will serve as the foundation
for all development of the Complex. Variables that could result in the
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variation of features to be developed will be the result of restrictions
identified during the planning and permitting process, revised assessments
of the public's recreational desires, industry norms, and market or business
decisions. County will be involved with the decision process pertaining to
development deviation from the RFP Response.
1.2.3 It is also the intent of County, with County involved in the decision process,
to provide the Concessionaire the flexibility necessary regarding the
phasing of development. Anticipated or encountered development delays
in a particular Phase will not preclude the Concessionaire from beginning
development of a subsequent Phase in order to ensure that the maximum
recreational opportunities will be available to the public.
1.2.4 The Concessionaire is authorized to access the Complex for preliminary
planning prior to the Effective Date as defined in Section 2.1. Formal
permitting and Complex improvement may begin on the Effective Date.
All work performed shall be performed without cost or expense to County
unless otherwise stated in this Agreement. The Concessionaire shall
indemnify and hold County harmless from any liability or loss as a result of
said entry, and shall continue as provided in this Agreement.
2. Term and Termination.
2.1 Effective Date.
The effective date of this Agreement will be June 1, 2010 upon being executed by
the Maricopa County Board of Supervisors (the "Effective Date").
2.2 Contract Year.
Contract Year 1 of this Agreement will be from June 1, 2010 through May 31, 2011.
Subsequent Contract Years will be from June l st through May 31 st.
2.3 Term and Renewal Option.
The term for this Agreement will be for a period of approximately ten (10) years
(June 1, 2010 — May 31, 2020 (the "Term") with a ten (10) year renewal option
("Renewal Option"). If Concessionaire desires to exercise the Renewal Option,
Concessionaire shall provide written notice to the County on or before June 1, 2019.
Approval of the Renewal Option shall be at the sole discretion of the County and the
Parties hereby agree that County shall not be liable to Concessionaire or any of its
officers, employees, agents or contractors at law or in equity for not approving the
Renewal Option. If Concessionaire exercises the Renewal Option and it is accepted
by the County, this Agreement shall continue in force for an additional period of ten
(10) years commencing on June 1, 2020 with an expiration of May 31, 2030. All
terms and provisions of this Agreement shall remain in full force and effect
throughout the renewal term, subject to adjustment of the fees payable hereunder
pursuant to the provisions of Exhibit 3.2.1 — Cave Creek Fee Payment Schedule.
If Concessionaire fails to exercise the Renewal Option, the Term shall expire May
31, 2020.
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2.4 Holder Over.
Should the Concessionaire, with the consent of the County, continue to provide the
services described herein after the expiration of the Term, without having entered
into a subsequent Agreement of like nature and content to this Agreement, such
continued service shall be deemed a holder 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.
2.5 Ownership of Improvements upon Expiration or Termination.
Subject to the property removal rights reserved to Concessionaire in this provision,
upon the Expiration Date or termination of the Agreement, County shall retain
ownership of all real property, easements, items, equipment and improvements,
including all appurtenant and accessory buildings that may or may not be on a
foundation used in support of this Complex unless otherwise stated in this Section.
The Concessionaire will have the right to remove all of its personal property from the
Complex for up to a period of sixty (60) days from the Expiration Date or termination
of this Agreement. In addition, the Concessionaire shall be entitled to remove the
following items of property from the Complexes for a period of sixty (60) days from
the Expiration Date or termination of this Agreement: (i) the furniture, fixtures, office
or administrative support equipment described in Exhibit 2.5 — Furniture, Fixtures
and Equipment Subject to Removal as well as similar items of furniture, fixtures
and equipment installed by Concessionaire from time to time during the Term; and
(ii) any other equipment or improvements installed by Concessionaire from time to
time not required, or a part of the Complex. Any property of Concessionaire not
removed within said sixty (60) day period shall be deemed to have been abandoned
by Concessionaire and County may use it or dispose of such property in any fashion
it may deem desirable. Upon the Expiration Date or termination of this Agreement,
Concessionaire also shall be obligated to remove all garbage and debris, to include
inoperable or obsolete equipment, from the Complex. Concessionaire shall have no
obligation to demolish, raze or remove any improvements included in the Complex.
Concessionaire shall be solely responsible for paying any and all reasonable costs
incurred by the County to remove any property, garbage or debris required to be
removed by Concessionaire hereunder which Concessionaire fails to remove within
the time herein described.
2.6 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.
2.7 Termination for Cause.
This Agreement may be terminated in whole or in part, at any time, by the County,
upon sixty (60) days prior notice to the Concessionaire without any penalty or liability
to County. Concessionaire and its employees, agents, officers, directors, members,
successors, or assigns hereby waive any and all rights to bring any claim against
County or its employees, agents, officers, directors, members, successors or assigns
from or relating in any way to County's termination of this Agreement pursuant to this
Section 2.7. Representative reasons for "cause" include, but are not limited to:
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2.7.1 The real property reverts back to the Bureau of Land Management ("BLM")
for any reason.
2.7.2 The BLM notifies Maricopa County that the real property will revert back to
the Federal Government if this Agreement remains in effect.
2.7.3 For any reason the real property is no longer useful for recreational
purposes.
2.7.4 New federal requirements make a continuation of the Agreement infeasible.
2.8 Termination by the Parties.
This Agreement may be terminated without cause with mutual agreement of both
Parties. The Party requesting the termination must submit its request, in writing, a
minimum of one hundred eighty (180) days in advance of the requested termination
date. Said request for termination will be sent to the intended other Party by U.S.
Postal Service, certified, return receipt requested. Delivery will not be complete until
the U.S. Postal Service has notified the sender the request has been delivered to the
other Party.
3. Accounting and Fees.
3.1 Accounting Records.
3.1.1 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 Complex.
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, federal, or state government, their agents or
employees once per Contract Year.
3.1.2 Within ninety (90) days of the end of each Calendar Year (January 1
through December 31), the Concessionaire, at its own expense, will
prepare and submit to County an Annual Financial Report (AFR) reflecting
the income and expenses, as well as balance sheet, of the entire operation
of the Complex for the Calendar Year just completed. The financial
statements will, at a minimum, be reviewed by an independent auditor.
This independent auditor must be a Certified Public Accountant. This
report will include a statement that the amounts shown in the financial
report are consistent with those included by the Concessionaire's federal
and state income tax returns relating to the operation of the Complex. If
these are not the same, a statement explaining any differences will be
included. If the Concessionaire's books, records and other documents
relevant to this Agreement are not sufficient to support and document fiscal
activity, the Concessionaire will, within thirty (30) days of the auditor's
report, make payment to the County for any amounts not adequately
supported and documented. Fees associated with the cost of preparing the
AFR will be the responsibility of the Concessionaire.
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3.2 Fee and Revenue Reporting.
3.2.1 Fees.
During the term of this Agreement, the Concessionaire will pay the County
a fee as outlined in Exhibit 3.2.1 — Cave Creek Fee Payment Schedule.
By definition, the fee is defined as the minimum payment due County
monthly "Fee") which is ten percent (10%) of the adjusted gross receipts as
reported to County. (See Exhibit 3.2.2 — Monthly Income Statement) as
further validated through the Annual Financial Report as defined in Section
3.1.2. Adjusted gross receipts are defined as gross receipts (revenue
generally recognized in accordance with the Generally Accepted
Accounting Principles (GAAP) minus exclusions (authorized deductions).
3.2.2 Income Statements.
A Monthly Income Statement (a form accepted by the Parties to be used to
report adjusted gross receipts) will accompany the fee payment. (See
Exhibit 3.2.2 — Monthly Income Statement) The form is due the County
not later than the 15 th of the month following, i.e. January income statement
is due the County not later than February 15 th and will be mailed_to:
Maricopa County Parks and Recreation Department
Attn: Contract Administrator
234 N. Central Avenue, Suite 6400
Phoenix, AZ 85004
3.2.3 Fee Due Date.
A. Monthly Fee Payment.
The Fee shall be due as outlined in Exhibit 3.2.1 — Cave Creek Fee
Payment Schedule. Payment will be due not later than the 15 1h of
the month following, i.e. January payment is due not later than
February 15th ("Due Date").
B. Utility Payments/Invoiced Fees Due.
Utility bills received by the Concessionaire directly from the utility
provider are payable, by the stated Due Date, directly to the
provider by the Concessionaire. Utilities or fees invoiced by the
County are payable to County within twenty (20) days of the date of
the invoice.
C. Late Payment Fee.
A Late Payment Fee, a fee assessed and invoiced by the County if
payment of an invoice or fee due County is not received by the
stated Due Date, will be ten percent (10%) of the invoiced amount
or amount due.
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D. All fee payments due County will be sent to:
Maricopa County Parks and Recreation Department
Attn: Accounts Receivable
234 N. Central Avenue, Suite 6400
Phoenix, AZ 85004
3.2.4 Failure to pay required fees will 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.
3.2.5 County has the right to audit payment records received for timeliness and
accuracy a minimum of once per Contract or Calendar Year. Any fees
determined to be due County will be invoiced to the Concessionaire with
payment due within twenty (20) days as outlined in the provisions above.
Overpayment to County will be credited to the Concessionaire during the
next billing period or fee payment period with an invoice acknowledging
overpayment.
3.2.6 Should the Due Date fall on a Saturday, Sunday or legal holiday, then said
Due Date shall expire at the close of business on the first day thereafter
which is not a Saturday, Sunday or legal holiday.
4. Services and Facilities; Exclusive.
4.1 Required Services and Facilities.
4.1.1 The Concessionaire is required to provide the services, facilities and
amenities in Exhibit 4.1 - Required Services and Facilities unless
prevented from doing so as a result of the failure to get the permits required
by Section 5.4 of this Agreement and approvals after diligent attempts or
by events of Force Majeure (defined in Section 10). The County will be
required to approve, in writing, any substantial deviation from the Required
Services and Facilities. Subject to Section 5.4 of this Agreement, additional
recreational services or facilities may be provided, at the discretion of the
Concessionaire, to preclude obsolescence, to improve marketability, or
conform to changing tastes; however, major additions from the items listed
in Exhibit 4.1 — Required Services and Facilities shall require prior
written approval of the County.
4.1.2 The Complex is located within the area identified by the following legal
description:
South 1/2 of Northwest 1/4 of Northwest 1/4 of Sec 36, T6N, R3E„ Gila & Salt
River Meridian, Arizona
(S112 NW1/4 Sec 36, T6N, R3E, Gila & Salt River Meridian, Arizona.)
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4.1.3 Optional Services and Limitations.
A. Concession sales.
(1) Glass beverage containers are not permitted to be used in
the Complexes.
(2) All food concession operations will be operated in
accordance with applicable laws and regulations pertaining
to food handling, licensing, permitting and staff training.
(3) Alcoholic beverages may not be served except at Special
Events as defined in Section 4.1.3D of this Agreement,
corporate events, catered or similar events, but not for
general public use or daily operations. Concessionaire is
responsible for obtaining necessary permits and licenses,
at Concessionaire expense, and will not dispense said
alcoholic beverages until required permits and licenses
have been obtained.
(4) Merchandise sales will only be conducted out of facilities
located within the Complex.
B. Catering for groups using the Complex.
(1) Operation of catering services will be in accordance with all
applicable laws and regulations pertaining to food
handling, licensing, permitting and staff training.
(2) All costs and expenses associated with the overall catering
operation will be the responsibility of the Concessionaire.
C. Equipment sales, rental and repair in support of activities may be
offered.
D. Special Events.
( 1 ) The Concessionaire may host Special Events. Special
Events, by definition, will be considered events to promote
community service programs and will include such events
as kid's camps, beginner clinics, scholarship and activity
programs for low income individuals and school groups, to
include "special pricing days", where a percentage of fees
collected would be dedicated to fund such programs as the
scholarship program. Revenues from fees charged by the
Concessionaire for Special Events will be reported as part
of the gross receipts as outlined in Section 5.4.10.
Special Events will be coordinated with the Cave Creek
Regional Park Supervisor or Regional Superintendent.
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(2) The Concessionaire may invite outside vendors to support
Special Events through the sale of vendor products. The
Concessionaire assumes all liability for outside vendors
and shall require outside vendors to carry insurance in an
amount and coverage as agreed to by the Maricopa
County Risk Manager. County will be listed as "Additional
Insured" on each Certificate of Insurance required.
(3) Outside vendors in support of Special Events are
responsible for obtaining their own required licensing,
permits, liability and property insurance, payment of
appropriate taxes and income reporting. The County shall
not be liable for the failure of vendors to comply with these
obligations. It is the responsibility of Concessionaire to
ensure the outside vendors are aware and comply with
these requirements and the Concessionaire or County
reserve the right to remove from the Complex any vendor
who is not in compliance with these requirements.
(4) Under no circumstances will any tents, trailers, shelters,
recreational vehicles or other vehicles or other temporary
facilities used in support of Special Events be occupied
during non-operational hours unless for security reasons
and only with the authorization, in writing, from the Cave
Creek Regional Park Superintendent or Regional
Supervisor.
(5) The Concessionaire is authorized to add additional
amenities and activities based upon market analysis and
business judgment. The Concessionaire shall be
responsible for obtaining all required licenses, permits and
payment of all fees associated with all activities conducted.
The addition of activities, i.e. chuck wagon rides, "city
slicker event" will require notification to County for
comment, in writing, prior to being implemented.
(6) Concessionaire, based on availability, may reserve through
the Cave Creek Regional Park Supervisor, use of the
Visitor Center, ramadas or other areas located at Cave
Creek in support of Special Events. Concessionaire will be
responsible for the published fee schedule for said use of
the facilities or areas requested.
4.2 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. An annual evaluation
will be made of the quality of operation and maintenance of the Complex and of
compliance with all terms of this Agreement to determine if there are areas of
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deficiency to be addressed and corrected. The Concessionaire shall give full
cooperation to the County in this evaluation process.
4.3 Exclusive Use.
4.3.1 The County agrees, while this Agreement is in effect, not to operate or
permit the operation of a horse riding concession that offers "like" services,
through the charging of a rental or similar fee, within the boundaries of
Cave Creek Regional Park (the "Control Area").
4.3.2 For purposes of this provision, the term "horse riding concession" means an
organization or facility which provides sponsored equestrian or western-
style events, i.e. Trailrides, cookouts, arena events for which a fee is
charged or not charged.
4.4 Operating Season.
4.4.1 Prior to opening and by January 2 nd of each year thereafter, the
Concessionaire will submit to the County an annual operating schedule
showing the intended hours and days of operation. The Concessionaire
may modify that schedule, based on their prudent business judgment;
however, shall provide County notice, in writing, of such changes thirty (30)
days prior to becoming effective. Such approval by County shall not be
unreasonably withheld. The Parties intend that the Complex shall be open
to the general public a reasonable number of hours per day throughout the
operating season.
4.4.2 No event will begin before 6:00 a.m. or proceed past 10:00 p.m. without
special authorization from the Cave Creek Regional Park Supervisor,
Regional Superintendent or designated authority.
4.4.3 The Concessionaire will provide security measures that are deemed
necessary to reasonably protect the public and the Complex during
operational hours as well as during those hours when the Complex is
closed. Incidents arising from any adequate or inappropriate security
measures are the sole responsibility of the Concessionaire.
4.4.4 The Concessionaire shall provide necessary security measures, i.e.
fencing, to discourage access to the Complexes during non-operational
hours. Incidents arising from any adequate or inappropriate security
measures are the sole responsibility of the Concessionaire.
4.5 Rate Schedules.
4.5.1 Prior to opening and by January 2nd of each year thereafter, the
Concessionaire will provide the County with a general price listing for goods
and services that will be charged to the public. Concessionaire may modify
the rates and prices based on their prudent business judgment; however,
shall provide County notice, in writing, of such change prior to becoming
effective. Such approval by County shall not be unreasonably withheld.
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4.5.2 The Concessionaire will post, and at all times keep on public display, the
prices, rates arid charges of all goods and services, as well as the
acceptable forms of payment.
4.6 RV Parking.
The Concessionaire may designate a portion of the parking area for day use
recreational vehicle parking. No overnight, occupied RV parking will be permitted on
the Complex unless prior authorization is received as outlined in Section 4.1.3.D;
however, requests in conjunction with Special Events may be submitted to the Cave
Creek Regional Park Supervisor or, in their absence, the Regional Superintendent,
for use of the Park's overnight camping facilities. Users of these camping facilities
will be required to pay to County the established camping fee.
4.7 Financing.
Within forty five (45) days of a proposal being submitted by the Concessionaire to
build structures in excess of twenty thousand dollars ($20,000), the Concessionaire
will provide, to the County's satisfaction, evidence that the Concessionaire has
secured adequate financing to expand, operate and maintain the Complex. The
Parties acknowledge that Concessionaire may fund its obligations hereunder out of
assets of the Concessionaire or its affiliates without using third-party financing;
however, evidence of adequate financing shall still be required within forty five (45)
days of the proposal submission. Failure to provide satisfactory evidence of
financing to the County within the forty five (45) day period shall result in termination
of this Agreement with no liability to the County.
4.8 Emergency Evacuation Plan and Ingress/Egress Routes.
The Concessionaire will be required to adopt and post at the Complex Cave Creek
Regional Park's Emergency Evacuation Plan ("Emergency Evacuation Plan") for
evacuation events. All employees of the Complex shall know the details of the
Emergency Evacuation Plan. The Concessionaire shall, within sixty (60) days of the
Effective Date, be required to provide, as a minimum, the name and phone numbers
of a primary and secondary point-of-contact to be notified in event of an evacuation.
The Concessionaire shall update the point-of-contact list as required and provide a
copy of said list to the Cave Creek Regional Park Supervisor and Maricopa County
Parks' Contract Administrator.
5. Operation, Maintenance, Improvements and Construction.
5.1 Operations and Maintenance.
5.1.1 The Concessionaire agrees to maintain the Complex in order to guard
against disrepair and decrease obsolescence. A maintenance plan, not
inclusive of Capital Improvement Project (CIP) Funds as defined in Section
5.4.10, will be presented to County for its review and comment; however,
approval of expenditure will be made by the Concessionaire based on
prudent business practices and shall be consistent with the provisions as
outlined in this Section. Concessionaire will be responsible for funding of
all costs associated with the maintenance plan. Capital Improvement
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Funds are as defined in Section 5.4.10. By definition, maintenance is
those activities that are completed to retain or restore an area, facility or
piece of equipment in or to an acceptable condition. Maintenance as used
in this Section does not refer to daily or routine maintenance or areas of
improvement, construction or maintenance meeting the definition of Capital
Improvement. (See Section 5.4.10)
5.1.2 Structure Maintenance.
A. The Concessionaire is responsible for maintenance of all structures,
facilities or amenities, currently or in the future, included in the
Complex unless otherwise designated.
B. Maintenance will include all buildings, structures, facilities,
landscaping, parking lots, roads and road networks, fencing, gates,
bleachers, support equipment (i.e. manure storage areas, feed bins,
troughs), shade structures, eating areas, restrooms, offices, retail
areas and water, electric and sewer lines, and their components
required for delivery of said utility, from the point of connecting to
the County's infrastructure or from the point of connection provided
by the utility provider unless otherwise stated in this Agreement.
C. Included in maintenance would be routine painting, patching, repair
of vandalism, repairs due to fair wear and tear and replacement of
signage required for such things as Complex operation and
advertising. The Cave Creek Regional Park Supervisor and
Regional Superintendent, in coordination with Maricopa County
Parks' Engineering Manager will review all signage as it pertains to
style, color, lettering and advertising unless otherwise mandated by
policy or regulations.
5.1.3 Trail Maintenance/Development.
A. County Responsibility.
Cave Creek Regional Park Supervisor, in coordination with
the Concessionaire, shall coordinate Concessionaire trail
network maintenance schedule and responsibilities with
Maricopa County Parks' Trail Development Supervisor to
be inclusive of funds to be expended. Disputes will be
resolved in accordance with Section 6.4.4.
(2) Trail maintenance will be acceptable to the Cave Creek
Regional Park Supervisor prior to closing of each operating
season. Park Supervisor will be responsible for said
inspection and necessary coordination with the
Concessionaire.
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B. Concessionaire Responsibility.
(1) The Concessionaire is responsible for maintaining the trail
network of the Complex ("Trail Network") within the
parameters as mutually agreed upon.
(2) Concessionaire shall coordinate the maintenance schedule
and responsibilities with the Cave Creek Regional Park
Supervisor. If coordination is not timely on the part of the
Concessionaire, as determined by the Cave Creek
Regional Park Supervisor, the Park Supervisor shall be
responsible for causing such coordination to take place.
(3) As coordinated with the Cave Creek Regional Park
Supervisor, unless otherwise stated in said coordination,
trail maintenance shall include:
(1 ) Maintenance of trails from the corral or staging areas
connecting to the main trail network(s) located
throughout the Park.
(ii) Transport and deposit of material along the Park trail
network in areas showing signs of erosion or of being
trod worn down due to horse traffic.
(iii) Removing manure deposited along the Park's trails
heavily traveled by hikers and other users of said
trails.
(4) Routine trail maintenance expenses will be considered as
authorized annual maintenance expenditures (as defined
in Section 5.1.1) or C1P expenditures (as defined in
Section 5.4.10). The Concessionaire, through
coordination with County, will determine the priority of
these expenditures as to facilities or amenities to be
applied towards.
C. Joint Responsibility.
(1) Coordination of tasks and frequency thereof, pertaining to
trail maintenance within the Park will be mutually agreed
upon between the Concessionaire, the Cave Creek
Regional Park Supervisor and Maricopa County Parks'
Trail Development Supervisor. Inclusive of this
responsibility will be trail maintenance inspection
techniques, i.e. on horseback or on foot, and approved
methods of repair.
(2) At a minimum, trail maintenance inclusive of the tasks
outlined in this Section 5.1.3, will be completed once per
season commencing Contract Year 1.
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(3) In event of failure on the part of Parties to agree to said
tasks and responsibilities, the Regional Park
Superintendent, in coordination with the Contract
Administrator, shall effect a coordination of efforts. Failure
on the part of all Parties to effectively coordinate will be
resolved in accordance with the dispute resolution clause
as outlined in this Agreement. (See Section 6.4.4)
(4) Parties will coordinate the type of surface material to be
used to surface/repair trails used by the Concessionaire.
The intent is that County will consider the use of non-
standard materials which are known to be resistant to wear
due to horse traffic. Based upon and if authorized by
procurement guidelines, County would be receptive to
having Concessionaire purchase said material at County
contract price of which said expense would be considered
part of the annual maintenance or CIF expense. If County
purchased said surface material, the Concessionaire will
be responsible for dispersing the material. The decision by
County will prevail.
(5) Funds to be expended for annual trail maintenance outside
of the Complex will be agreed upon by the Cave Creek
Regional Park Supervisor, Maricopa County Parks' Trail
Development Supervisor and Concessionaire and will
consider budgetary limitations.
(6) Jointly, County, through the Cave Creek Regional Park
Supervisor, Trail Development Supervisor and the
Concessionaire, will "partner" to complete a new trail that
would be on the opposite side of the wash near the Visitor
Center to the "Go John" Trail Head and build and complete
trail "1-9" as it would expand the trail network for visitor use
and promote safety. Work will commence, unless
precluded due to permitting delays, lack of funding, or
circumstances beyond the control of either Party, by the
completion of Contract Year 3. Partnering responsibilities
include, but are not limited to:
(I ) County: Provide the equipment necessary and job
oversight to ensure trail construction is in accordance
with trail construction standards; apply for all and
obtain all necessary permits.
(ii) Concessionaire: Provide necessary material, as
mutually agreed upon between the Concessionaire
and the Trail Development Supervisor, and labor
necessary to complete the required trail
improvements identified in this sub-section. Expense
associated with expansion of the trail network is an
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authorized annual maintenance and CIP expenditure.
The Concessionaire, through coordination with
County, will determine the priority of these
expenditures as to facilities or amenities to be
applied towards.
5.1.4 Infrastructure.
A. County shall, unless otherwise stated in this Agreement, be
responsible for maintenance of the Cave Creek infrastructure, i.e.
roadways and utilities to the point where the Concessionaire
connects to said infrastructure for use within the Complex.
B. Concessionaire is responsible for all roadways and utilities, i.e.
water lines, meters, telephone lines, fax lines, to the point where it
connects to the County's infrastructure.
C. Concessionaire is responsible for all maintenance, to include
infrastructure, from the point where it connects to the County's
infrastructure, in support of the two (2) recreational vehicle sites, at
the current or future locations, designated for use by the
Concessionaire's employees.
5.1.5 The Concessionaire shall be required, at Concessionaire expense, to
obtain all required permits and licenses necessary for any planned
improvements or repairs required for operations or maintenance.
5.1.6 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 unless otherwise specified.
5.2 Condition of Property.
The Concessionaire agrees to accept the property on which the Complex will be
developed or operated in its condition as of the Effective Date, "as is". The County
does not imply or provide any warranty with respect to the physical aspects of the
Complex except as set forth herein.
5.3 Utilities and Utility Payment.
5.3.1 Electricity for use at the Complex will be billed directly by the provider
("Electricity Bill"). Concessionaire shall pay the Electricity Bill by the
stated due date ("Due Date"), the date published on the bill or as stated
within this Agreement. Transferring the account or establishing a new
account is the responsibility of the Concessionaire. The Concessionaire is
responsible for all costs associated with the delivery of electricity to and
within the Complex.
5.3.2 Potable water is available as part of the County's infrastructure at Cave
Creek Regional Park. The Concessionaire is responsible for all costs
associated with the delivery of water to and within the Complex from the
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point where it connects to the County's infrastructure. The County will
invoice the Concessionaire at the end of each season for water used at
the Complex. The invoice will be based on the Concessionaire's pro-
rated amount at the provider's published fee schedule determined by the
reading of a meter designated for use by the Concessionaire. Payment is
due County as stated in Section 3.2.3 of this Agreement. The
Concessionaire is required to install and maintain said meter. Costs
incurred for the providing of additional water needed in event of the water
system being inoperable or in support of Special Events will be the
responsibility of the Concessionaire.
5.3.3 The Concessionaire is responsible for all costs incurred for repair,
maintenance and replacement of utilities, i.e. water, electricity,
telecommunications, from the point where connected to County
infrastructure as pertains to the Complex. The County will maintain, as
part of the Park infrastructure, the water delivery system ("Water System")
up to the point where the Concessionaire connects to the Water System.
The Concessionaire is responsible for all required water treatment.
5.3.4 Sewage will need to be disposed of through a septic system or use of
chemical toilets depending upon the planning and permitting restrictions.
All costs associated with the design, permitting, construction, purchase
and maintenance of the system(s) to be used in support of disposal of
sewage shall be the responsibility of the Concessionaire. The
Concessionaire shall be responsible for the submission of all required
plans and obtaining permits.
5.3.5 Utility conservation measures will be incorporated into all planning,
development and operations. County disclaims all warranties, whether
expressed or implied, and makes no representations concerning the
availability of any type of water for present or future use.
5.3.6 Utility Easements.
A. With the prior consent of Concessionaire, the County may establish
access or utility easements through the Complex, provided they do
not interfere with the Concessionaire's use or operation of the
Complex.
B. Reasonable notice will be provided to the Concessionaire for the
coordination of utility installation.
C. Relocation of any existing utilities by the Concessionaire will be
coordinated with and approved by the County and other approving
authorities as may be determined.
D. The Concessionaire will furnish As-Built drawings of all utility
installations to the County within sixty (60) days of completion of the
Project. A copy of As-Built drawings will be retained on the
Complex.
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E. At the request of the Concessionaire, the County will furnish to the
Concessionaire, if available, As-Built drawings, as may be
applicable, of existing Cave Creek Regional Park utility installations.
Costs associated with the reproduction of these drawings will be the
responsibility of the Concessionaire.
5.3.7 Telephone, Fax, Internet Access, Fire Alarms and Security Monitoring.
The Concessionaire is responsible for all costs associated with the
permitting, installation, maintenance, repair and usage fees associated with
telephone, fax, internet, fire alarms and security monitoring as may be
applicable at the Complex.
5.3.8 Design, permitting, construction costs and associated fees for additional
utilities required by Concessionaire will be at the expense of the
Concessionaire. The Concessionaire is responsible for submitting and
obtaining the approval of all plans and permits from the permitting
authorities with Maricopa County Parks and Recreation Department given
the opportunity to review all plans prior to submission to the planning and
permitting authorities.
5.4 Improvements and Construction.
5.4.1 Plans for improvements and construction must be submitted to all
permitting agencies with jurisdiction, for approval in accordance with the
customary permitting process. All improvements and construction will be in
compliance with existing laws, statutes, codes and ordinances.
5.4.2 The obtaining of all required permits for improvements and construction will
be the responsibility of the Concessionaire. The Concessionaire will be
responsible for identifying all required permits and approvals.
5.4.3 Concept Plans will be reviewed and accepted by County. The
Concessionaire will be responsible for the submission of Preliminary Plans,
Final Plans and As-Built Plans, at a scale acceptable to the required
permitting agencies, for all improvements and construction projects. These
plans will be submitted to all required permitting agencies for review,
comment and written approval or issuance of a final permit for a specific
improvement or construction activity. Concessionaire shall provide County
a courtesy copy of all plans for review and opportunity to comment. Plans
shall comply with all applicable federal, state and local rules, regulations
and ordinances including, but not limited to, health, building, zoning, fire
and safety codes, all applicable environmental statutes, regulations and
ordinances, the Americans with Disabilities Act of 1990, the Architectural
Barriers Act of 1968, the Uniform Federal Accessibility Act of 1983 and the
Arizona Native Plant Law. Preliminary cost estimates will be prepared. No
improvements or construction may commence until approval or final permit
is granted by the agencies with jurisdiction over the improvement or
construction project. Improvements or construction projects which cost less
than twenty thousand dollars ($20,000) (2009 Constant as defined in
Section 6.25) to complete and do not alter structural elements of existing
improvements may be undertaken by Concessionaire without prior approval
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of the County so long as all permits required for the completion of the work
are obtained.
5.4.4 NOTICE IS HEREBY PROVIDED that County Parks does not have the
authority to perform technical review or approval. It is the responsibility of
the Concessionaire to determine these requirements. The Concessionaire
acknowledges that the Maricopa County Department of Parks and
Recreation does not have the authority or ability to issue permits or licenses
as required pursuant to this Agreement or other permitting or licensing
agency and the determination of whether the Concessionaire is in
compliance with the permitting and licensing requirements or is in
compliance with the permitting and licensing requirements of the respective
permitting or licensing agency. County's main role in the planning and
permitting process is to act as facilitator and liaison.
5.4.5 The Concessionaire will be responsible for all costs associated with the
planning, design, permitting, construction and completion of all stated
requirements, improvements or construction projects unless otherwise
stated in this Agreement.
5.4.6 The Concessionaire agrees to schedule and conduct any improvements or
construction activity on the Complex in a manner that minimizes hazards
and inconvenience to the public.
5.4.7 Historic and Archeological Resources.
The County has no knowledge of the presence within the boundaries of the
Complex of any artifacts, antiquities, human remains or other items of
archeological, scientific or cultural interest which would impede
development of the Project. However, the Concessionaire shall be
particularly alert in any construction operations to take all reasonable and
necessary precautions to protect and preserve any and all antiquities or
other objects of archeological, paleontological, cultural, historic or scientific
interest on County lands within the Complex. These objects include, but
are not limited to, historic or prehistoric ruins, human remains, funerary
objects and other artifacts. Should such suites or objects, or evidence of
sites or objects, be discovered, the Concessionaire shall:
A. Immediately suspend all work involving the area in question, make a
reasonable effort to protect such discovery and advise the County of
the existence of such discovery.
B. The Concessionaire shall immediately provide a verbal notification
to the County of the discovery of human remains on County lands.
C. The Concessionaire shall forward a written report of their findings to
the County by certified mail.
D. The Concessionaire will, in the event of the Concessionaire's
findings have the area inspected to determine its historical
significance and the appropriate actions to follow (e.g. salvage, test
excavations, and resumption of construction). Cost of any salvage
work will be borne by the County. All objects salvaged from public
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lands are the property of the United States Government and will be
turned over to County for disposition.
5.4.8 As-Built Plans.
As-Built Plans shall be provided upon completion of the improvement or
construction project. A copy of As-Built Mylar Plans and one (1) electronic
copy of the As-Built Plan shall be submitted to County within sixty (60) days
of the completion date of the improvement or construction project. A copy
of As-Built Plans will be retained on-site at the Complex.
5.4.9 During the planning and development phases, Concessionaire shall provide
all plans and pertinent information (e.g., UL information) to the permitting
authorities that will help to clarify permitting and approval issues.
5.4.10 Capital Improvement Fund.
A. Beginning ninety (90) days after completion of Contract Year 3, the
Concessionaire will be required to set aside one percent (1%) of the
combined annual adjusted gross receipts as hereinafter defined, of
the prior Contract Year for the establishment of a Capital
Improvement Project ("CIP") Fund). For purposes of this
Agreement, adjusted gross receipts = gross receipts minus
Exclusions as defined in Section 4.10. The CIP Fund will be
capped at the point it reaches twenty thousand dollars ($20,000) in
Fund balance. Payments will remain at one percent (1%) annually
until the twenty thousand dollars ($20,000) cap is attained. If
planned CIP expenses exceed current amounts in said Fund,
Concessionaire, with County approval, may consider expending
necessary funding from sources to be identified by the
Concessionaire and apply this amount to future CIP required
contributions.
(1) Gross receipts as used in this Agreement mean and are
defined as follows:
(i) The total amount of annual revenue recognized by
Concessionaire in accordance with the Generally
Accepted Accounting Principles (GAAP) from the
sale of goods, wares, advertising, services or
merchandise.
(ii) Revenues from Special Events, such as entry fees
and exhibitor fees, less the cost of holding those
events that is in addition to regular operating costs.
Event costs shall include the cost of prizes, food
and beverage provided as part of the entry fee.
(iii) Fees from casual equipment sales, i.e. clothing,
tack at the Complexes.
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(iv) Fees collected from outside advertising.
(v) Revenues received from outside vendors.
(vi) Fees collected for additional services, i.e.
emergency automotive assistance such as starting
a vehicle or changing a tire.
(2) Gross receipts exclude the following:
(i) Gross receipts shall not include the amount of any
tax imposed upon the Concessionaire or upon the
consumer and regardless of whether or not the
amount of tax is stated to customers as a separate
charge, or any state or local sales, transaction
privilege or use taxes required by law to be
included in or added to the purchase price and
collected from the consumer or purchaser.
(ii) Sales from Parks and Recreation Department
merchandise available on consignment through the
Concessionaire.
(iii) Such part of the sales price of any property
previously sold and returned by the purchaser to
the Concessionaire which is refunded by the
Concessionaire by way of cash or credit allowances
given or taken as part of payment by the
Concessionaire.
(iv) The value of any merchandise, supplies or
equipment exchanged or transferred from or to
other business locations of the Concessionaire.
(v) Receipts in the form of refunds from, or the value
of, merchandise, supplies, or equipment returned to
shippers, suppliers or manufacturers.
(vi) Receipts from the sale or the trade-in of any
furniture, trade fixtures or equipment used on the
Complex and owned by the Concessionaire.
(vii) The amount of any cash or quantity discounts
received from sellers, suppliers or manufacturers.
(viii) The amounts of any discounts given to the
Concessionaire's employees.
(ix) Special event costs, e.g. food, prizes. This does
not include normal operating/concession expenses.
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B. The CIP Fund will be entitled "Northside Horse Outfitters CIP —
Cave Creek Fund." The Concessionaire shall direct the investment
of those funds.
C. The Concessionaire will provide annual reports to the County
showing fund activity, including bank statements. Upon the
Expiration Date or termination of this Agreement, any funds left
unencumbered for current capital improvements shall be divided
equally between the Concessionaire and the County.
D. Beginning with Contract Year 3 and within sixty (60) days after the
end of each Contract Year thereafter, the Concessionaire will
provide to the County, for its review and written approval, an Annual
Capital Improvement Project (CIF) Plan for the ensuing year. This
Plan will include a budget which details any planned expenditures
from the CIP Fund. In the event the County and the Concessionaire
disagree on the proposed capital expenditures for any Contract
Year, then the determination of County shall control so long as it is
consistent with the provisions of this Section.
E. The CIP Fund will only be expended for new capital improvements
or major maintenance and repair of existing facilities, structures and
other improvements which substantially extend the useful life of
existing facilities, structures and other improvements, to include
those that will overall benefit Cave Creek Regional Park. Capital
expenditures may include non-expendable equipment, major
renovation projects and acquisition and development of areas and
facilities of a substantial nature. The C1P Fund will not be used for
on-going operating expenditures or routine maintenance. With
County approval, items considered appropriate for CIP expenditure
may include:
(1) Resurfacing of the parking lot and road;
(2) Major repair or replacement of fencing or roofing;
(3) Demolition of existing improvements;
(4) Any work commonly considered a capital repair or
replacement;
(5) Major renovation projects and development or
redevelopment of areas or facilities.
(6) Trail renovation or expansion.
5.4.11 Environmental Compliance.
A. Air Quality.
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(1) The Concessionaire, at Concessionaire expense, will be
responsible for the completion of all applicable
environmental studies and for the acquisition of all
applicable permits and licenses.
(2) The Concessionaire will be responsible for ensuring
compliance with the Maricopa County Air Pollution Control
Regulations and other applicable federal, state and local
statutes, regulations and ordinances as they pertain to air
quality for their areas of responsibility within the Complex.
(3) All costs associated with the permitting, licensing and
remaining in compliance with the appropriate air quality
regulations and guidelines are the responsibility of the
Concessionaire.
B. Environment.
(1) Management and proper disposal of all hazardous material
is the responsibility of the Concessionaire. The
Concessionaire must keep appropriate and required
documentation relating to the management and disposal of
all hazardous material.
(2) If the Concessionaire's activities result in adverse
environmental impacts, the Concessionaire shall be solely
responsible for any and all resulting site assessment and
clean-up costs required to restore the property to its
original condition.
(3) Regulated Use.
The Concessionaire shall provide in writing to the
County a complete list identifying all hazardous
material or petroleum products initially to be
brought on the Complex. Thereafter, the
Concessionaire will provide written notice to the
County only when other hazardous material or
petroleum products which were not initially
identified are brought on the Complex. The
Concessionaire will keep Material Safety Data
Sheets on site for those materials and products.
(ii) Additionally, the Concessionaire shall prepare and
implement any necessary remediation action plan
in accordance with all applicable federal, state,
county and city statutes, laws, ordinances, rules
and regulations in the event that Concessionaire
causes any contamination of the Complex.
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(iii) The Concessionaire will report to the County within
twenty four (24) hours of knowledge of any event or
occurrence at the Complex which may or does
result in pollution or contamination adversely
affecting lands, water or facilities owned or
managed by the County.
(4) Regulated Disposal.
The Concessionaire shall protect, defend, indemnify and
hold harmless the County from and against any and all
liabilities, costs, charges and expenses, including civil or
criminal penalties, attorney's fees and court costs arising
out of, or related to, an activity involving or use of a
regulated substance under any applicable federal, state, or
local environmental laws, regulations, ordinances or
amendments thereto because of:
Any such substance that came to be located on the
Complex due to the Concessionaire's use or
occupancy of the Complex after signing of this
Agreement; or
(ii) Any release, threatened release or escape of any
substance in, on, under or from the Complex to the
extent that it is caused by any willful conduct, action
or negligence of the Concessionaire.
(5) For the purposes of this Agreement, the term "regulated
substances" shall include substances defined as
"regulated substances," "hazardous waste," "hazardous
substances," "hazardous materials," "toxic substances" or
"pesticides" in the Resource Conservation and Recovery
Act, as amended by the Hazardous and Solid Waste
Amendments of 1984, the Comprehensive Environmental
Response, Compensation and Liability Act, as amended in
1986 to include Superfund Amendments and
Reauthorization Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the
Federal Insecticide, Fungicide and Rodenticide Act, the
relevant local and state environmental laws, and the
regulations, rules and ordinances adopted and publications
promulgated pursuant to the local, state and federal laws.
The indemnifications set forth above shall include, without
limitation, claims or damages arising out of any violations
of applicable environmental laws, regulations, ordinances,
rules or subdivisions thereof. The environmental
indemnities shall survive the expiration or termination of
this Agreement and/or any transfer of all or any portion of
the Complex operation and shall be governed by the laws
of the State of Arizona.
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(6 ) The Concessionaire agrees to comply with all
environmental laws and regulations and to take such other
actions as may be reasonably required to protect against
environmental liabilities. Any such hazardous substances
must be disposed of pursuant to and in compliance with all
required laws and regulations concerning the use and
disposal of such substances.
6. General Provisions.
6.1 Indemnification and Insurance.
6.1.1 Indemnification.
A. In addition to the indemnification provisions provided for
elsewhere in this Agreement, the Concessionaire shall indemnify
and hold harmless 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 construction, use,
operation, expansion and maintenance of facilities at the
Complex.
B. 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.
C. The Concessionaire agrees to indemnify and hold harmless the
County, its departments, agencies, officers and employees, from
and against any and all claims, demands, actions, judgments,
settlements, liens, penalties, damages, losses , injuries, costs and
expenses, including reasonable attorney's fees, 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
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gross negligence or willful misconduct of the County or any of its
departments, agencies, officers, employees or agents.
6.1.2 Insurance.
The Concessionaire shall maintain the following insurance coverage:
A. Public liability insurance, including bodily injury/property damage,
auto liability, Concession Site liability, products and completed
operations liability, bailee legal liability and contractual liability,
providing limits of no less than one million dollars ($1,000,000) per
claim and two million dollars ($2,000,000) aggregate limits, or
evidence of self-insurance acceptable to the County, for injuries or
damage received or sustained by any person(s), or property at the
Complexes. The insurance policy must include coverage for
environmental clean-up and pesticide/herbicide coverage unless
documentation is provided by the Concessionaire and accepted
by County that this is not available or feasible.
B. The Concessionaire is required to carry Worker's Compensation
within statutory limits.
C. Property insurance in an amount sufficient to rebuild the
improvements in case of casualty loss. County will be the sole
"loss payee" pursuant to such policy and will be entitled to receive
and shall be obligated to apply insurance proceeds to repair or
reconstruct damaged improvements. Insurance proceeds shall be
disbursed pursuant to customary construction lending practices in
the Phoenix, Arizona area, as such repair and restoration is made
and subject to such procedures as the County may reasonably
require monitoring the application of such proceeds.
6.1.3 Additional Requirements.
The County will be named as "additional insured" under all policies of
insurance. Copies of all insurance policies or certificates thereof will be
made available to the County upon request. Copies of the Certificate of
Insurance (C01) 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.
6.1.4 The County reserves the right to revise the minimum required limits of
insurance during the term of this Agreement provided the changes are
consistent with market conditions, prudent business judgment and
industry standards.
6.1.5 Cave Creek Complex.
The Concessionaire assumes all risk of loss and shall be responsible for
any and all losses to the property and all improvements within the
Complex including, but not limited to, all buildings, corrals and structures
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of any kind that were in existence before and after the execution of this
Agreement. Loss to the property may result from, but is not limited to,
theft, vandalism, fire and any fire-fighting activities (including prescribed
burns), landslides, rising waters, winds, falling limbs or trees and acts of
God.
6.1.6 If, prior to commencement of, or during, the term of this Agreement, any
property, real or personal, under the control of the Concessionaire or any
buildings or improvements or such fixtures or equipment on, below,
above, or appurtenant to the Complex at the commencement of the term
or thereafter erected, installed or placed thereon shall be destroyed or
damaged in whole or in part by any cause except condemnation, the
Concessionaire will notify the County immediately. The Concessionaire
will immediately secure the area to prevent injury, vandalism or further
damage to persons, improvements and contents thereof, and direct its
insurer to make any payment to the appropriate Party.
6.1.7 If the destroyed or damaged buildings, improvements, fixtures or
equipment are capable of restoration, in the reasonable judgment of the
Concessionaire, this Agreement shall continue in full force and effect,
except that established fees payable to the County by the
Concessionaire, to the extent not covered by insurance, shall be abated
to the extent that the damage or restoration interferes with the
Concessionaire's operations. The Concessionaire agrees to cooperate in
the determination of the abatement or other relief to be provided by
furnishing all information requested relative to its operations and
permitting examination and audit of all accounting records kept in
connection with the conduct thereof. Unless otherwise agreed to in
writing by the County, Minimum Fees will be abated up to fifty percent
(50%) for a period not to exceed one hundred eighty (180) days.
6.1.8 The Concessionaire will, as soon after the damage as reasonably
possible, apply for all required permits required to restore damaged
improvements, and complete restorations within a date mutually
agreeable to the Parties. Should such damage or destruction occur
within thirty six (36) months of this Agreement's scheduled termination
date (as the same may be extended) or if the damage destroys in excess
of seventy five percent (75%) of the value of the Complex as determined
by an appraisal by a competent appraiser, then in either of such events,
Concessionaire or County shall have the option to terminate this
Agreement. If this Agreement is terminated pursuant to this provision,
any insurance proceeds shall be applied first to remove any damaged or
destroyed improvements and second to pay any loans to Concessionaire
secured by its interest in this Agreement or any property covered hereby.
The balance of the proceeds shall be divided by the County and
Concessionaire in equal proportions.
6.2 Security Interest.
6.2.1 The Parties agree that, notwithstanding any other clause in this
Agreement, Concessionaire shall have the right, without the County's
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consent, (a) to mortgage Concessionaire's interest in this Agreement to
lenders who advance loans to Concessionaire from time to time (a
"Lender"), by a recorded deed of trust, deed to secure debt, collateral
assignment or other security instrument creating a lien or other
encumbrance on Concessionaire's interest in this Agreement and the
fixtures, equipment, improvements and personal property of
Concessionaire (a "Security Instrument"), provided that no such Security
Instrument shall have priority over, nor affect, the County's interest in the
Complex or in this Agreement, and (b) to pledge the ownership interests
in Concessionaire as security for any loan to be granted to
Concessionaire by a Lender. Notwithstanding the terms of this Section
6.2.1, Concessionaire hereby acknowledges and agrees that this
Agreement does not give the Concessionaire any right, title or interest in
the real property other than to operate activities or construct
improvements thereon as herein described and all right, title and interest
in the real property lies and remains with Maricopa County.
6.2.2 County hereby consents to the Concessionaire's grant to Lender of a
security interest in only the portion of the Concessionaire's property which
the Concessionaire has the right to remove upon the Expiration Date or
termination of this Agreement under applicable provisions hereof (for
purposes of this Section, the "Collateral"), and recognizes that each and
every right which County now has or hereafter may have, either to levy
upon the Collateral or to claim or assert title to the Collateral, whether
under the Agreement or the laws of the State of Arizona (the "State"), or
under any other applicable Federal, State, municipal or local law, or under
any Security Interest now in effect or hereafter executed, shall be subject
and subordinate in every respect to all the terms, provisions and
conditions of the Security Interest and to the Lender's security interest in
the Collateral.
6.3 Estoppel Statement.
Each Party shall, upon not less than thirty (30) days prior to request by the other,
promptly execute, acknowledge and deliver to the requesting Party or to their
respective lenders a written statement certifying (a) that this Agreement is
unmodified and in full force and effect (or if there have been any modifications, that
the same is in full force and effect as modified and stating the modifications), (b) the
dates, if any, to which the sums payable hereunder by the Concessionaire have
been paid, (c) whether to the knowledge of the County or the Concessionaire, as the
case may be, there are then existing any defaults under this Agreement or any
defenses or offsets to the payment of charges and, if so, specifying the same, and
(d) confirming other provisions of this Agreement. Any such statement delivered
pursuant to the foregoing may be relied upon by any prospective purchaser or lender
(including assignees) of the Concessionaire.
6.4 Default, Insolvency, Remedies.
6.4.1 Default by Concessionaire.
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It shall be a default and breach of this Agreement if any of the following
shall occur at any time during the Term:
A. Concessionaire shall fail to make payment of any monetary sums
specified to be paid by 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 Concessionaire.
B. Concessionaire shall fail to observe or perform any of
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 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 Concessionaire commences to cure 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
C. If (i) a petition to have Concessionaire adjudicate a bankrupt or
other proceeding under any Federal or State law relating to
bankruptcy, bankruptcy reorganization, insolvency or relief of
debtors shall be filed or instituted by Concessionaire or shall be
filed or instituted against Concessionaire, debtor, and not be
dismissed within ninety (90) days from the date of such filing or
institution, or (ii) 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 Concessionaire, and such
appointment is not vacated within ninety (90) days after the date
of filing, or (iii) Concessionaire shall make any general assignment
for the benefit of creditors, or (iv) all of Concessionaire's assets
located at the Complex or interest in the Complex is subjected to
attachment, execution or other judicial seizure.
6.4.2 County's Remedies on Default.
Upon default hereunder by Concessionaire, the County shall be entitled
to exercise the following remedies:
A. The County may, at the election of the County, terminate this
Agreement by giving Concessionaire notice of termination. On the
giving of the notice of termination, all of Concessionaire's rights in
the Complex and under this Agreement shall terminate. Promptly
after notice of termination, Concessionaire shall surrender and
vacate the Complex, and County may re-enter and take
possession of the Complex and eject all parties in possession, or
eject some and not others, or eject none. Termination under this
Section shall not relieve Concessionaire from the payment of any
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sums then due to County or from any claim for damages
previously accrued or then accruing against Concessionaire. If
the Agreement is terminated in accordance with these provisions,
Concessionaire hereby covenants to peaceably and quietly
surrender the Complex 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 Concessionaire's
rights hereunder and its interest herein.
B. The County may sue for specific performance and/or exercise any
other remedy available to the County at law or in equity.
6.4.3 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
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 County be in default
pursuant to the terms of this Section 6.4.3, Concessionaire may
terminate this Agreement with ninety (90) days written notice to County.
6.4.4 Dispute Resolution.
A. Any dispute arising out of or relating to this Agreement shall be
submitted to mediation prior to filing an action in the courts.
Notice of a dispute must be in writing and provide a summary of
the issue that is the subject of the dispute.
B. The Parties shall confer within thirty (30) days of a Party's receipt
of a notice of dispute and decide within ten (10) days after
conferring, on a mutually acceptable mediator. If a mutually
acceptable mediator cannot be agreed upon within thirty (30) days
after conferring, the Parties agree to use a mediator appointed by
the American Arbitration Association.
C. Mediation will be non-binding. The cost of any mediation shall be
shared equally by the Parties.
6.5 Assignment.
6.5.1 The Concessionaire may not assign or subcontract any of the
Concessionaire's rights or interests in the Agreement without prior written
approval of the County and such approval shall be at the discretion of the
County.
6.5.2 In connection with a transfer to an assignee, the County may:
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A. Review the business and management capability of the Assignee;
B. Require a background survey including financial profile and felony
arrest record of the Assignee; and
C. Require that a financial analysis of the Complex operation,
including an appraisal of real property improvements be
conducted before approving an assignment of the Agreement.
6.5.3 The Concessionaire will provide the County with at least sixty (60) days
prior written notice of a sale or transfer of this Agreement so any
requested analysis or study can be completed in a timely manner.
6.5.4 This Agreement will be binding and inure to the benefit of the Parties,
their respective heirs, successors and assigns, whether by agreement or
operation of law, as authorized by this Agreement.
6.6 Park Closure.
The County reserves the right to close any area of the Complex when deemed
necessary for public safety and health purposes without any liability to the
Concessionaire. The County may establish limits of visitation at any portion of the
Complex, 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, without any liability to the Concessionaire.
6.7 Compliance.
The Concessionaire hereby agrees and shall comply with all applicable federal,
state, county and city statutes, laws, ordinances, rules, regulations and instructions,
including Maricopa County Parks and Recreation Department's rules and regulations
(attached as Exhibit 6.7 — Park Rules), in effect now or as may be amended or
added, which apply to the improvement, management, operation and maintenance of
the Complex and to keep fully informed of, and in compliance with, any changes or
revisions thereto. The Concessionaire shall also pay all taxes, assessments, fees
and other expenses of any nature associated with the construction of facilities as well
as improvement, management, operation and maintenance of the Complex.
6.8 Public Access.
6.8.1 The Concessionaire may restrict public access within the Complex during
hours of operation and non-operation for reasons of security or health and
safety.
6.8.2 The Complex will be open to the public or otherwise enhance public
recreational uses. No person shall be denied use of the Complex
because of race, sex, age, handicap, disability, color, religion, sexual
orientation or national origin. Concessionaire reserves the right to deny
any person use of those portions of the Complex when it reasonably
believes that such use poses a direct threat to the health or safety of
others.
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6.9 Safety Program.
6.9.1 The Concessionaire shall develop and implement a Safety Program to be
submitted within thirty (30) days after the start of the initial Contract Year
for County's review and input. The Program shall include a self-
inspection of all equipment, facilities and work processes by qualified
concession personnel to verify compliance with established federal, state,
county and local safety and occupational health regulations. Changes or
amendments to the Safety Program will be submitted to the County as
they occur.
6.9.2 The Concessionaire is responsible for ensuring that adequate safety
measures and personnel are on-site for all events. 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.
6.10 Accident Reporting.
The Concessionaire will immediately report to the County any event which results in
death, or injury requiring medical transport or attention. Reporting will be to the Cave
Creek Regional Park Supervisor or the the Regional Superintendent in the
Supervisor's absence.
6.11 Complex Occupancy.
The establishment of a residency, either permanent or temporary, will not be
permitted on the Complex at Cave Creek. County will provide two (2) RV sites in the
vicinity of the current maintenance compound to be used by Concessionaire
employees to enable them to be nearer the horses during non-operational hours.
The number of RVs will not exceed one (1) per site for a total of two (2). No
equipment or property will be stored outside of the Complex unless otherwise
authorized by the Cave Creek Regional Park Supervisor.
6.12 Pest Control and Plant and Animal Salvage.
6.12.1 The Concessionaire will be responsible for managing vermin and other
pests, including weeds, on all lands and facilities within the Complex.
6.12.2 The Concessionaire is responsible for complying with all training (federal,
state, county and local), operational and licensing requirements pertinent
to and required for the application of pesticides in Arizona if applied and
applicable.
6.12.3 Plants and animals that are native to Arizona or the immediate area may
not be removed or harmed except with the prior written approval of
County. The Concessionaire will be required to salvage and replant all
plants within the approved area of development in accordance with
accepted practices and standards of the Arizona commercial horticulture
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industry. More specifically, as part of the plan approval process, a Plant
Salvaging Plan will be submitted to the County for review and to the
permitting authorities as may be required for approval as part of the
permitting process.
6.13 Advertising.
6.13.1 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. All printed advertising
shall include a statement to the effect that the Complex is being operated
as "A Concessionaire of the Maricopa County Parks and Recreation
Department."
6.13.2 Signs or other advertising posted on County land outside the Complex will
be subject to County and any other applicable administrative agency
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.
6.13.3 The Concessionaire is responsible for all costs associated with the
planning, permitting, construction, installation and associated utility costs
of signs used in support of the Complex.
6.13.4 The Concessionaire is authorized to accept advertising from vendors not
located ("Outside Vendors") at Cave Creek Mountain Regional Park,
present and future, that desire to advertise their respective business to
visitors of the Complex.
6.13.5 The Concessionaire is authorized to assess a fee for advertising
requested by outside vendors. Advertising revenue generated will be
subject to revenue sharing with the County and will be reported as Gross
Receipts.
6.13.6 County, through the Cave Creek Regional Park Supervisor, will actively
cooperate with the Concessionaire to facilitate joint advertising of
programs and amenities offered by the Concessionaire within the Park,
i.e. promotional for local hotels to increase awareness of the Park and the
Concession. However, such joint ventures shall not interfere or conflict
with other advertising or revenue generating opportunities that may
become available to Parks.
6.13.7 Parks, through its Public Information Officer (PIO) will facilitate
advertising, based upon County guidelines, on Parks' website and
through the County distribution means.
6.13.8 Major Media Releases.
Concessionaire will coordinate media releases with County prior to
release. Parks' RIO will receive a copy of all press releases and media
distribution.
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6.14 Notices, Current Addresses and Points-of-Contact.
All notices required or permitted under this Agreement shall be in writing and given
by United States Post Office certified mail, return receipt requested, to each Party's
following address, or to such other address as either Party may notify the other. The
mailing of any such notice properly addressed, stamped and certified, shall be
considered served when communication is received and signed for or delivery is
refused.
For the County: Maricopa County Parks & Recreation Department
Attn: Contract Administrator
234 N. Central Avenue, Suite 6400
Phoenix, AZ 85004
For the Concessionaire: Northside Horse Outfitters, LLC
(Winter) Attn: Jeff Bitton
P.O. Box 7901
Cave Creek, AZ 85327
For the Concessionaire: Northside Horse Outfitters, LLC
(Summer) Attn: Jeff Bitton
HC 64 Box 9951
Stanley, ID 83278
Notifications required to be made to the Cave Creek Regional Park Supervisor will
be made telephonically to: (623) 465-0431.
6.15 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.
6.16 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 Agreement and, upon request, permit the County to inspect
personnel records to verify such compliance.
6.17 Employer Sanctions Law.
The Concessionaire warrants that it is in compliance with A.R. S. § 41-4401 and
further acknowledges:
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6.17.1 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;
6.17.2 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;
6.17.3 That the contracting government entity retains the legal right to inspect
the papers of any Concessionaire's or subcontractor employee who
works on the contract to ensure that the Concessionaire 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;
6.17.4 That nothing herein shall make any Concessionaire or subcontractor an
agent or employee of the contracting government entity.
6.18 Verification Regarding Compliance with A.R.S. §§ 35-391.06 and 35-393.06,
Business Relations with Sudan and Iran.
6.18.1 By entering into the Contract, the Concessionaire certifies it does not
have scrutinized business operations in Sudan or Iran. The
Concessionaire shall obtain statements from its subcontractors certifying
compliance and shall furnish the statements to the Procurement Officer
upon request. These warranties shall remain in effect through the term of
the Contract.
6.18.2 The County may request verification of compliance for any
Concessionaire or subcontractor performing work under the Contract.
Should the County suspect or find that the Concessionaire or any of its
subcontractors are not in compliance, the County may pursue any and all
remedies allowed by law, including, but not limited to: suspension of work;
termination of the Contract for default; and suspension and/or debarment
of the Concessionaire. All costs necessary to verify compliance are the
responsibility of the Contractor.
6.19 Taxes.
6.19.1 The Concessionaire shall pay taxes of whatever character which may be
levied or charged upon:
A. The Concessionaire's rights under this Agreement; or
B. Upon the Concessionaire's furniture, equipment or other property;
or
C. Upon the Concessionaire's operations under this Agreement.
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6.19.2 No leasehold or other real property interest is being created or conveyed
upon which tax consequences may exist.
6.20 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.
6.21 Organization — Employment Disclaimer.
6.21.1 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.
6.21.2 The Parties agree that no persons 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 persons.
6.21.3 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.
6.22 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.
6.23 Agent, Employees, Contractors, Subcontractors.
The Concessionaire will ensure full compliance with all applicable terms 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.
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6.24 Suspension and Debarment and Executive Orders 12549 and 12689.
6.24.1 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.
6.24.2 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 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.
6.25 Constants.
Whenever a constant is referred to herein (e.g. "2009 Constant" or "measured in
2009 dollars"), the Consumer Price Index for the Metropolitan Area which includes
the City of Phoenix published by the U.S. Bureau of Labor Statistics (or the nearest
metropolitan area or a comparable index if that index is not published or no longer
published) (the "Index") shall be utilized to gauge the inflationary rate to be applied to
determine the sum of money in then current dollars that is equivalent to the
applicable amount of dollars circa 2009.
6.26 Consents.
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.
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6.27 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.
6.28 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.
6.29 Data Collection.
The Concessionaire agrees to assist in the collection of data related to recreation
uses occurring within the Complex. The County, or its designated representative, will
provide the forms on which to collect the data. The Concessionaire will not be
required to collect or release data to the County that violates any privacy statutes,
regardless of originator, or is of a nature that identifies specific individuals as users of
the Complex.
6.30 Right of Entry.
6.30.1 There is reserved to the County and its successors or agents, the right of
the officers, agents, employees, licensees, and Permittee's, or the
designees of public bodies, at all proper times and places, freely to have
ingress to, passage over, and egress from all of said lands, for the
purpose of exercising, enforcing, and protecting their rights and the terms
and conditions described in and reserved by this Agreement, including
the right of physical entry to the area for inspection, monitoring, or any
other purpose consistent with any right or obligation of the County under
any law or regulation, or for the purposes of surveying Park users and
customers at the Complex.
6.30.2 The County will notify the Concessionaire of any unsatisfactory condition
relative to the management, operation and maintenance of the Complex.
The Concessionaire shall take immediate action to correct such
conditions at the Concessionaire's expense.
6.30.3 The Concessionaire authorizes County, through proper coordination, use
of the Complex, at no fee, for meetings, required training, etc.
7. 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 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
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modified or changed except by a written instrument executed by the Concessionaire and
County. The Concessionaire and County have reviewed this Agreement and have had the
opportunity to have it reviewed by legal counsel.
8. 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 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.
9. Seyerabilibt.
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.
10. 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").
11. 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.
12. 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 County shall at all times
remain the title holder of the real property.
13. Delegation of Authority.
TheDepartment Director, 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.
14. Representation and Warranties of County.
County represents and warrants to Concessionaire that the following statements are true,
correct and complete:
41
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14.1 County has complete and full authority to execute this Agreement and to grant to
Concessionaire the rights contemplated by this Agreement. All governmental actions
required to be taken by County to authorize execution of this Agreement by County
and performances by County of its obligations hereunder have been taken and this
Agreement is binding upon and enforceable against County in accordance with its
terms;
14.2 County has no knowledge of, nor has County received any notice of, any actual or
threatened action, litigation or proceeding by any organization, person, individual or
governmental agency (including governmental actions under condemnation authority
or proceedings similar thereto) against Cave Creek Regional Park or County, in
County's capacity as the user of Cave Creek Regional Park, nor has any such
organization, person, individual or governmental agency communicated to County
anything which County believes to be a threat of any such action, litigation or
proceeding;
14.3 The referenced Patents and Warranties are in full force and effect and remain
unamended except as disclosed in this Agreement. Neither County or respective
agency is in default or breach under the respective Patents or Warranties and
nothing contained in this Agreement contravenes any provision of the respective
Patents or Warranties; and
14.4 There are no lease agreements, maintenance contracts, service agreements or other
contracts of any nature which pertain to, cover or affect the Complex except as
disclosed in this Agreement.
15. Recitals.
The Recitals, by this reference, shall be incorporated herein and made a part of this
Agreement.
16. 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 and copied signatures are acceptable as original signatures.
17. 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.
DATED this day of 2009.
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MARICOPA COUNTY NORTHSIDE HORSE OUTFITTER, LLC
BOARD OF SUPERVISORS
MAR 17 2010 d_agt PWP 3 1/P
Date Date
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MAR 1 7 MO
Date
Approved as to Form:
--Dcputy-Qbunty Date
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43
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EXHIBIT 1.1.1 — CAVE CREEK SITE PLAN AND DEVELOPMENT TIMELINE
(Published Separately)
44
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EXHIBIT 1.1.1 — CAVE CREEK SITE PLAN AND DEVELOPMENT TIMELINE
Complex Location:
The Concessionaire will occupy the existing horse concession complex. (See attached map
with Complex boundary and supporting documents)
Site Development and Proposed Timeline:
Task Site Development
Number (Concessionaire) Proposed Timeline
Make arrangements to convert
utilities to name of Concessionaire;
have respective meters read to
1 begin billing cycle Upon Effective Date
2 Occupy Complex Upon Effective Date
Begin Complex operation using
existing facilities as County does not
require additional facilities from what
3 is already present Upon Effective Date
Begin Complex operation using
4 existing trail network Upon Effective Date
Task
Number Site Development (County) Proposed Timeline
Provide two (2) RV sites and limited
storage area for equipment
associated with Complex operation
in a location to be determined by
County with the opportunity provided
1 to the Concessionaire for comment Upon Effective Date
Coordinate trail maintenance
responsibilities as stated in the
2 Agreement Upon Effective Date
Coordinate trail development
responsibilities as stated in the
3 Agreement Upon Effective Date

Exhibit 1.1.1 — Cave Creek Site Plan and Development Timeline (Continued)
Maintenance Responsibilities:
This section supplements responsibilities as stated in the Agreement.
1 Maintenance of all structures and facilities currently located, or to be located on the
Complex, will be on-going to ensure safety of stock and guests and to promote a
favorable appearance to guests.
2. Corrals will be inspected to ensure adequate horse safety with on-the-spot correction of
deficiencies noted. Panels will be repaired or replaced as necessary.
3. Buildings or other structures will be locked and secured when the Complex is not
operational.
4. Restrooms will be cleaned and serviced at a frequency necessary to present a high
standard of sanitation and appearance.
5. "Day" corrals will be cleaned daily and manure/waste will be deposited in an authorized
storage area until collected on a schedule mutually agreed upon between County and
Concessionaire. No manure or waste will be stored on Park property outside of the
Complex boundaries.
6. "Night/holding" corrals will be cleaned on a schedule mutually agreed upon between
County and Concessionaire; unless frequency is insufficient to control odor, insects, etc.,
of which the frequency will need to be increased. The Cave Creek Regional Park
Supervisor, based on observations, may dictate a more frequent cleaning schedule.
7. Trash will be placed in receptacles approved and agreed to by the Cave Creek Regional
Park Supervisor. County and Concessionaire will agree to a schedule for pick-up that
will promote a sanitary condition and neat appearance of the Complex.
8. Complex grounds, to include parking lots, will be free of trash and present an overall
neat appearance.
9. Feed storage areas will be maintained and present a neat appearance.

Exhibit 1.1.1 — Cave Creek Site Plan and Development Timeline (Continued)
10. Office, retail, tack and storage areas will be clean, free of trash and present a neat
appearance.
11. Protective measures will be put into place to ensure the safety of wildlife from feed
sources designated for stock. Feed sources will be so secured to protect livestock from
accessing unless the desire of the Concessionaire is for them to do so.
12. Adequate drainage will be provided to prevent erosion, uncontrolled run-off or standing
water.
13. Maintenance of all trail networks, to include connecting trails, will be as coordinated
between the Concessionaire, Trail Development Supervisor and Park Supervisor.
14. Frequency of maintenance responsibilities may change based upon current conditions
and Park operations. The Park Supervisor is authorized to make such determination;
however, will be coordinated with the Concessionaire. In event of conflict, resolution will
be determined by the respective Park Superintendent and the Contract Administrator,
Parks and Recreation Department of which their decision will prevail. If conflict still
occurs, the provisions of the section entitled "Dispute Resolution" will be followed.

Trail
Rides Cave Regional Cave
- Creek Creek
2(109 Park

EXHIBIT 2.5 — FURNITURE, FIXTURES AND EQUIPMENT SUBJECT TO REMOVAL
1. Computer hardware and software;
2. Equipment leased from third parties;
3. Audio, visual and cash-control equipment;
4. Security systems;
5. Any signage or furnishes bearing the trademark or trade name of Concessionaire or its
affiliates; and
6. Any rolling stock, vehicles; recreational vehicles; or trailers (designated for the
transport of livestock, feed or equipment) ; and
7. Personal property or other personal property owned or leased by the Concessionaire
or any of their employees or sub-contractors; and
8. Any livestock used in support of the Concession; and
9. Any merchandise or inventory belonging to the Concessionaire or affiliates thereof
intended for resale or in support of Concession operations, i.e. boots, clothing,
saddles, bridles, halters, blankets; and
10. Any remaining livestock feed products; and
11. All furniture, fixtures and equipment "on loan" to the Concessionaire from other
government agencies shall remain on the Complex upon the Expiration Date or
termination.
12. All portable panels (corrals). By definition, a portable panel is one that is not stabilized
through posts or fencing that is buried in the ground, but panels that are designed to
be moved simply through removal of attaching devices, i.e. clamps to hold one (1)
non-free standing panel to another.
45
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EXHIBIT 3.2.1 — CAVE CREEK FEE PAYMENT SCHEDULE
Concessionaire will pay a Fee of ten percent (10%) of the monthly adjusted gross receipts,
as reported on Exhibit 3.3.2 — Monthly Income Statement. This Fee Payment Schedule
will remain constant throughout the term of the Agreement; however, is subject to change if
the renewal option is executed.
Payment will be due County not later than the 15th of the month following, unless payment
Due Date falls on a Saturday, Sunday, or legal holiday of which payment is then due before
close of business of the V' business day following Saturday, Sunday or legal holiday.
There will be a ten percent (10%) late payment fee of the amount due if payment is not
received by the Due Date.
Contract Year Fee Payment
1
6/1/2010 - 5/3112011) 10% AGR
2
(6/1/2011 -5/31/2012) 10% AGR
3
(6/1/2012 - 5/31/2013) 10% AGR
4
(6/1/2013 - 5/31/2014) 10% AG R
5
(6/1/2014 - 5/31/2015) 10% AG R
6
(6/1/2015 - 5/31/2016) 10% AG R
7
(6/1/2016 - 5/31/2017) 10% AGR
8
(6/1/2017 - 5/31/2018) 10% AGR
9
(6/1/2018 - 5/31/2019) 10% AGR
10
(6/1/2019 - 5/31/2020) 10% AGR
Payment Due 15th of month following
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EXHIBIT 3.2.2 — MONTHLY INCOME STATEMENT
(Published Separately)
47
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Weather
to
Additional Park
Groups
Total
Taxp
$'s
Base
Merchandise
Statement
Income Total
Monthly SS
1.5
-
3.2.2
155
Exhibit
Hr
3
Hr
2
Riders Hr
1.5
of
#
1Hr
1+0
Out
In
Date 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

EXHIBIT 4.1 — REQUIRED SERVICES AND FACILITIES
(Published Separately)
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EXHIBIT 4.1 — REQUIRED SERVICES AND FACILITIES
Exhibit 4.1 is designed to supplement other required services, facilities, amenities or
maintenance requirements as may be stated throughout the Agreement.
Cave Creek Regional Park:
1. Conduct guided trail rides from the back of a horse, open to the public. Length of
ride is dependent upon the Concessionaire. Rides will be along trails designated
by the Cave Creek Regional Park Supervisor.
2. Conduct guided trail rides from the back of a horse for special interest groups, i.e.
private and civic organizations.
3. The Complex will be located on the existing horse riding concession site. (See
Exhibit 1.1.1 — Cave Creek Site Plan and Development Timeline)
4. The Complex will consist of, as a minimum, the following:
A. Corrals for staging of horses scheduled to be ridden each day.
B. Stables or corrals designated to be used by the horses when not scheduled
to be ridden that day or during hours of non-operation.
C. An area designated for horses that are sick, injured or recuperating.
D. An area designated to water and feed the horses.
E. An area designated for storage of manure. A regular disposal schedule shall
be incorporated into the operation of the Concession, mutually agreed upon
between Parties.
F. Shade structures for customers. A shade structure for horses is optional
based upon accepted business practices as long as not considered cruelty to
animals.
G. Office and tack room. These facilities can be individual or combined. The
office will perform all administrative functions necessary for operation of the
Complex, i.e. making of reservations, payment. The office can also serve as
the sales center for sale of concession-specific items, i.e. hats, boots, etc.
The tack room will be used for storage of saddles, bridles, etc. used in
support of the Concession. Concessionaire is required to provide its own
cash register for collection of fees, means to process credit card payments,
telephone, fax, etc. necessary to conduct operations. County will not be
responsible for the making of reservations, collection of monies or sale of
Concessionaire merchandise. The office complex will be staffed by
Concessionaire employees at all times.
H. Feed storage area.

Exhibit 4.1 — Required Services and Facilities (Continued)
I. Restroom facilities — permanent or chemical toilets as required by permitting
requirements. The restroom facilities must be ADA compliant.
J. Adequate parking for use of employees and users of the Concession.
5. All operations pertaining to the equestrian concession located at Cave Creek
Regional Park will be operated out of the Complex.
6. Coordinate with the Cave Creek Regional Park Supervisor for the establishment
and conduct of such joint programs where the respective Park Ranger will have an
opportunity to conduct, from horseback, educational programs, i.e. "Horse 101".
7. Coordinate with the Cave Creek Regional Park Supervisor for the development of
promotional opportunities that would incorporate the resources of the
Concessionaire and of the Nature Center located at Cave Creek Regional Park.

EXHIBIT 6.7 — PARK RULES
(Published Separately)
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EXHIBIT 6.7 - PARK RULES
Maricopa County Parks & Recreation Department
PARK RULES
Adopted August 13, 2003 by the Maricopa County Board of Supervisors
R-101 Definitions of insurance naming the Department as additionally insured,
The following definitions shall determine meanings for certain and/or provide for adequate medical, sanitary and security services.
Facilities, objects, entities or activities. 7. A performance payment bond may be required for any permittee
1. 'Abandoned Vehicle" means any vehicle, boat, trailer, or who is providing a service that was solicited to provide any event
structure, which shows evidence of being left unattended for a or activity sponsored by the Department.
period of 48 hours unless displaying an official permit 8. The Department may impose conditions on the conduct of any
indicating a stay in excess of 48 hours. activity which are necessary to protect the area and maintain its
2. "Aircraft" means a structure or device for navigation of the air availability as a public park.
that is supported either by its own buoyancy or by the 9. A Special Use Permit is not required for any person operating under
dynamic action of the air against its surface. the provisions of a valid special use or commercial management
3. "Camping" means erecting a tent or shelter or arranging concessions agreement with the Department.
bedding or both, for the purpose of, or in such a way as will 10. Special Use Permit applications, which are compatible with the
permit, overnight use; or parking a trailer camper or other management objectives of the individual park, may be refused for
vehicle for the purpose of remaining overnight. health and safety reasons or to protect the park from significant
4. "Commission" means the Maricopa County Parks and damages. With respect to competing non-profit uses, the use of
Recreation Commission. park space shall be granted on a first-come, first-served basis. With
5. "County" means Maricopa County. respect to competing commercial uses, informal proposals shall be
6. "Department" means the Maricopa County Parks and solicited and the Special Use Permit awarded to that concessionaire
Recreation Department. which offers to provide the County with the highest potential revenue
7. "Loudspeaker or public address system" means a device to and/or best recreational value to park patrons, provided the
amplify or direct sound. concessionaire does not have a poor performance history on any
8. "Maricopa County Park(s)" means any land or areas under the prior permits.
control of the Maricopa County Board of Supervisors which 11. All persons entering a park under a Special Use Permit are subject
has been designated as a Park, Recreation Area or to all entrance and/or other fees, and all rules and regulations
Conservation Area. concerning park resource and facility use. The total amount of
9. "Roads" means the entire width between the boundary lines of entrance fees owed by persons entering a park under a Special Use
every way when any part thereof is open, kept or maintained Permit may be calculated in advance and paid in accordance with terms
for use by the public for purposes of vehicular travel. negotiated as part of the Special Use Permit,
10. "Special Use Permit" means commercial or non-commercial 12. A decision by the Department concerning any Special Use Permit may be
permits issued by the Department for activities outside a appealed to the Commission.
park's activity design or which excludes the general public or 13. Applications for Special Use Permits may be obtained from an
for which there is monetary gain. authorized representative of the Department.
11. "Swimming" means to propel one's self in water by natural
means; consequently aquatic activities including the full or R-103 Violations and Penalties
partial use of inner tubes, air mattresses or personal support 1. Any person who violates any of these rules shall be guilty of a
devices. Class 2 misdemeanor.
12. "Designated Trail" means an authorized recreational trail 2. Any person who violates any of these rules may also be evicted for
designed, constructed, and maintained according to standards failure to comply.
within the County manual; it is within Maricopa County Parks'
boundaries and has been included in the Maricopa County The following acts are prohibited in Maricopa County Parks:
Park trail system inventory.
R-104 Entry, Use, Occupancy. Fees
R-102 Special Use Permits, Fees and Approvals 1. Entering, using, or occupying of a Maricopa County park or its
1. Special Use Permits shall be required for eligible non-profit, facilities, designated trails or waterways under the supervision and
government or private, as well as commercial uses. control of the Department for any purpose when said parks or areas
2. For eligible non-profit uses, a Special Use Permit is required are posted against such entrance, use, occupancy or where barriers
of any person or group for any activity outside each park's exist.
activity design, or for the use of specific park areas that 2. Entering upon or using for any purpose the land, water or facilities
3. A Special Use Permit shall also be obtained in advance by any within the boundaries of Maricopa County Parks when a fee, rental,
any person or group wishing to use a Maricopa County Park admission or other consideration has been established for such land,
for eligible commercial uses. water or facility has been paid said fee, rental, admission or other
4. Park impact Fees for Special Use Permits shall be negotiated consideration.
by the Department used on the expenses related to the
administration of the activity, protection of the park and R-105 Animals and Pets
visitors, and in accordance with established fee schedules
when applicable. 1. Riding, permitting or allowing livestock, saddle, pack, or draft animals
5. The Department may require commercial applicants to enter except on designated trails or areas under special permit issued
an agreement with the County for a negotiated percentage of by the Department or by special provisions of a Use Management
gross receipts not to exceed twenty (20) percent. Agreement.
6. The Department may require the permittee to post a deposit 2. Possessing, allowing or permitting a dog and/or other pets in a Maricopa
against damage and clean-up expense, provide a certificate of County Park, unless the same shall be under immediate control on a

Exhibit 6.7 - Park Rules (Continued)
leash not exceeding 6 feet in length, except the leash for any purpose.
requirement shall not apply to dogs while being used in hunting, 2. Engaging in noisy conduct, operating generators or motors, operating
in field trials, or while being trained when upon lands open to such radios, or otherwise making loud or disturbing noises that may disturb
uses and it does not interfere with other park activities. the peace of the area between the hours of 10:00 p.m. and 6:00 a.m.
3. Possessing, allowing or permitting a dog in a Maricopa County 3. Public urination or public defecation.
Park without a current license. 4. Engaging in noisy conduct that disturbs the peace.
4. Allowing dogs or other pets, other than seeing-eye or hearing
guide dogs, within the confines of public park buildings. R-112 Camping
except the leash requirement shall not apply to dogs while 1. Camping without first obtaining a written permit issued by the
5. Allowing dogs and/or other animals to create a nuisance, noise Department.
or disturbance in any area. 2. Failure to obey all written or posted camping regulations.
6. Failure of any owners of pets to properly dispose of any waste.
7. Scattering or depositing the ashes of any animal. R-113 Fires
1. Building fires except in designated places.
R-106 Firearms, Hunting and Trapping 2. Building fires in any area posted against such use.
1. Possessing a firearm, unless unloaded in both barrel and magazine 3. Building wood or charcoal fires at any time posted against such activity
in any area closed to the discharge of firearms unless permitted by (during fire ban).
state law. 4. Use of gas or propane stoves or grills when use is prohibited (during
2. Shooting a firearm, air rifle, air pistol, potato cannon, or any type of extreme fire ban).
cannon, paintball gun, slingshot, or shooting with a bow and arrow, 5. Abandoning any fire without completely extinguishing it.
or setting traps except in locations provided for that purpose by 6. Allowing a fire to escape from control.
Arizona Game and Fish rules.
R-114 Public or Commercial Activities
R-107 Motor Vehicle and Bicycles 1. Conducting any activity or assembly outside the individual park's
1. Operating any motorized vehicle except on roads and parking areas activity design or requiring the use of park areas which exclude the use
designated by the Department for such purpose. of the general public without first obtaining a Special Use Permit from
2. Abandoning any vehicle in any area of a Maricopa County Park. the Department.
Vehicles violating this section may be towed at the owner's expense. 2. Posting, placing, or distributing advertising material; erecting a fence or
3. Parking a motor vehicle or trailer or other device towed by a motor barrier (except under specific use management or lease agreements),
vehicle in such a manner whereby roads, parking areas or other constructing or occupying improvements; or enclosing County
traffic ways or traffic are blocked or otherwise impeded. Vehicles administered lands without first obtaining or enclosing a Special Use
violating this section may be towed at the owner's expense if such Permit from the Department.
violation constitutes blockage of any emergency lane or otherwise 3. Using a loudspeaker or public address system, or amplifier, without first
interferes with park operations, obtaining a Special Use Permit from the Department.
4. Operating a bicycle in a careless or reckless manner, or in disregard 4. Using County administered lands for a commercial purpose without
of the safety of any person or property. first obtaining a Special Use Permit from the Department.
5. Utilizing bike ramps in non-designated areas.
6. Operating, without permission from the County, any motorized R-115 Glass Bottles
skateboard, motorized scooter, mo-ped or like device. 1. Possessing glass, ceramic or hard frangible plastic beverage bottles.
R-108 Watercraft and Swimming R-116 Aircraft and Engine Powered Models
1. Bringing into, or operating any watercraft upon a body of water 1. Operating any passenger carrying aircraft of any nature or parachute,
except at such places and in such a manner as designated for such including parasailing, except in areas designated for such use by the
use or purpose by the Department. Department or in an emergency situation.
2. Storing or leaving any watercraft without first obtaining a permit 2. Operating engine powered models and/or toys in any park area not
issued by the Department or its authorized concessionaire. designated for such use or in such manner that it could be a hazard
3. Swimming in areas posted against such use. to the public.
4. Cliff jumping.
R-117 Interference with a Park Ranger or a Park Police Officer
R-109 Vandalism 1. Interfering with any Park Ranger and/or Park Police Officer in the
1. Destroying, damaging, or removing any tree, shrub, wildflower, discharge of the Park Ranger's and/or Park Police Officer's duties.
cactus, or any other vegetation, or any other vegetative product 2. Failing or refusing to obey any lawful command of any Park Ranger
or by-products without first obtaining a written permit from the and/or Park Police Officer or other Certified Peace Officer.
Department.
2. Destroying, damaging, defacing or removing any County property R-118 Trails
or property administered by the Department. 1. Damaging, blocking, restricting or otherwise interfering with the use
of a trail
R-110 Littering 2. Throwing or rolling rocks or other items into valleys or canyons, down
1. Depositing or abandoning garbage, sewage, refuse, trash, waste hillsides, mountainsides or trails.
or other obnoxious material, except in receptacles or containers 3. Leaving a designated trail or walkway between trailheads.
provided for such purposes. 4. Operating a bicycle, riding a horse, or hiking, except on trails designated
2. Throwing or breaking glass, plastic or ceramic objects leaving for that use.
Shards or other fragments on park property. 5. Failure to follow any sign that dictates the use or behavior on a trail.
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

Formal Meeting Agenda
Wednesday, March 17, 2010
Page 29 of 50
80. USE MANAGEMENT AGREEMENT WITH NORTHSIDE HORSE OUTFITTERS LLC FOR
OPERATION OF A HORSE RIDING CONCESSION
Approve the Use Management Agreement between Maricopa County and Northside Horse
Outfitters, LLC for the management, operations, maintenance and improvement of the Horse
Riding Concession located at Cave Creek Regional Park. The term of the Agreement shall
be from June 1, 2010 ('Effective Date") through May 31, 2020 (approximately 10 years) with
a 10-year Renewal Option. All costs associated with the management, operations,
maintenance and improvement will be at the expense of Northside Horse Outfitters, LLC.
Guaranteed revenue for Maricopa County Parks and Recreation Department (Agency 305,
Fund 241) over the life of the original term is 10% of the Adjusted Gross Receipts or an
estimated $200,000. (C-30-10-022-3-00)
CHIEF FINANCIAL OFFICER
Finance
81. FUNDS TRANSFERS; WARRANTS
Approve regular and routine fund transfers from the operating funds to clearing funds
including payroll, journal entries, allocations, loans, and paid claims and authorize the
issuance of the appropriate related warrants. Said warrants and claims are recorded on
microfiche retained in the Department of Finance in accordance with the Arizona State
Department of Library Archives and Public Records retention schedule, and are
incorporated herein by this reference.
CHIEF PROCUREMENT OFFICER
Materials Management
82. SOLICITATION SERIALS
Approve the following solicitation serial items. The action on the following items is subject to
Legal Counsel's review and approval of the respective contracts and subsequent execution
of contracts.
a. 01178-RFP, EMPLOYEE HEALTH BENEFITS PLAN
Approve the renewal/extension of the following contracts: (These are
recommended with the concurrence of the using agencies and the vendors, upon
satisfactory contract performance and, when appropriate, after a market survey is
performed.)
Renewal/Extension Date: July 01, 2010
Serial: 01178-RFP
Item: Employee Health Benefits Plan ($10,000,000.00 estimate/two years until
June 30, 2012) CIGNA HEALTHCARE OF ARIZONA currently holds this contract
and has agreed to renew at terms, conditions, and price, which give the county a

REQUEST FOR EXECUTION OF DOCUMENT
To: Fran McCarroll, Clerk of the Board
Board of Supervisors
Tenth Floor, Administration Building
Date: February 26, 2010
Submitting Department: Maricopa County Parks and Recreation Department
Name of Person Submitting: Tom Timmons Phone Number: 602-506-3998
Title of Document: Use Management Agreement Between Maricopa County and Northside Horse
Outfitters, LLC
Encumbrance No. (CU): C-30-10-022-3-00 Bid Serial No: N/A
Date of Legal Review: Date of Board Approval:
Copy of Agenda Item Attached: Yes
Original Enclosed for Official Filing: Yes
This is an IGA and must be filed with the County Recorder: No
Number of Copies Enclosed: 3
(Include desired number of copies in addition to the original which is retained for official files.)
Return Copies To: Tom Timmons
Parks and Recreation Department
234 N. Central Avenue, Suite 6400
Phoenix, AZ 85004
602-506-3998
Date Executed and Returned:

Action Requested:
Approve the Use Management Agreement between Maricopa County and Northside Horse Outfitters,
LLC for the management, operations, maintenance and improvement of the Horse Riding Concession
located at Cave Creek Regional Park. The term of the Agreement shall be from June 1, 2010 ("Effective
Date") through May 31, 2020 (approximately 10 years) with a 10-year Renewal Option. All costs
associated with the management, operations, maintenance and improvement will be at the expense of
Northside Horse Outfitters, LLC. Guaranteed revenue for Maricopa County Parks and Recreation
Department (Agency 305, Fund 241) over the life of the original term is 10% of the Adjusted Gross
Receipts or an estimated $200,000.
Required Information:
In December 2008, a Request for Proposal (Serial PR 09-02-RFP) was released for a horse riding and
horse stable concession to be located within the Maricopa County Parks' System, of which Northside
Horse Outfitters, LLC responded and their proposal accepted. Northside Horse Outfitters, LLC proposed
the management, operations, maintenance and improvement of the existing horse riding concession
located at Cave Creek Regional Park. Northside Horse Outfitters, LLC has currently been operating a
horse riding concession at Cave Creek Regional Park under a Special Use Permit which terminates May
31, 2010. The term of the Agreement shall be from June 1, 2010 ("Effective Date") through May 31,
2020 (approximately 10 years) with a 10-year Renewal Option.
Expenditure Impact by FY(s):
PY10: $0
FY11: $20,000
FY12: $20,000
FY13: $20,000
FY14: $20,000
Accounting String:
FY Bgt PAS Fund Agency Dept Org Object Sub-Obj $ Amt Rept Cat Prgt Code
10 Y AREC 241 305 300 3008 650 05 $0 0000
MFR Information:
Program: Park Education and Recreation Program
Activity: Community Resource Activity
Performance Demand Measure: # of concession and souvenir dollars received
Anticipated Results: % of change in concession and souvenir revenues compared to previous year