UMA WITH NSHO CORRAL WEST HORSE ADVENTURES.PDF

Mar icopa County
Parks and Recreation
Use Management Agreement
Between
Maricopa County
And
Northside Horse Outfitters, LLC
3 - d°
To Construct, Manage, Operate and Maintain a
Horse Riding Concession within Estrella Mountain
Regional Park
0
S:\ContractskEstrella Mountain ParklEquestrianNUMA (Estrella) ( Final.2).docx

TABLE OF CONTENTS
Cover Page 00
Table of Contents 01
Recitals 04
Agreement 05
1. General Terms ...... 05
1.1 Incorporation of the RFP 05
1.2 Scope 05
1.3 Development 05
1.4 Other Complex Activities 06
2. Term and Termination ... 07
2.1 Effective Date 07
2.2 Contract Year 07
2.3 Term and Renewal Option 07
2.4 Ownership of Improvements upon Expiration or Termination 07
2.5 Termination due to Conflict of Interest 08
2.6 Termination for Cause 08
2.7 Termination by the Parties 08
2.8 Holder Over 08
3. Accounting and Fees 09
3.1 Accounting Records 09
3.2 Fee and Revenue Reporting 09
4. Services and Facilities 11
4.1 Required Services and Facilities 11
4.2 Performance Standards 13
4.3 Exclusive Use 13
4.4 Operating Season 13
4.5 Rate Schedules 14
4.6 RV Parking 14
4.7 Amenities 14
4.8 Financing. 15
4.9 Emergency Evacuation Plan and Ingress/Egress Routes 15
5. Operation, Maintenance, Improvements and Construction 15
5.1 Operations and Maintenance 15
5.2 Condition of Property 21
5.3 Utilities and Utility Payments 21
5.4 Improvements and Construction 23
6. General Provisions 30
6.1 Indemnification and Insurance 30
6.2 Security Interest 33
6.3 Estoppel Statement 34
1
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

Table of Contents (Continued)
6.4 Default, Insolvency, Remedies 34
6.5 Assignment 36
6.6 Park Closure 37
6.7 Compliance 37
6.8 Public Access 37
6.9 Safety Program. 38
6.10 Accident Reporting 38
6.11 Complex Occupancy 38
6.12 Pest Control and Plant and Animal Salvage 39
6.13 Advertising and Media Releases. 39
6.14 Notices, Current Addresses and Points-of Contact 40
6.15 Equal Opportunity Employment Requirements 40
6.16 Immigration Reform Act of 1986 (I.R.C.A.) 41
6.17 Employer Sanctions Law 41
6.18 Verification of Employment Eligibility; E-Verify Program; Economic
Development Incentives; List of Registered Employers 41
6.19 Verification Regarding Compliance with A.R.S. §§ 35-391.06 and
35-393.06, Business Relations with Sudan and Iran. 42
6.20 Taxes 42
6.21 Covenants against Contingent Fees. 43
6.22 Organization - Employment Disclaimer ... 43
6.23 Waiver 43
6.24 Agent, Employees, Contractors, Subcontractors 43
6.25 Suspension and Debarment and Executive Orders 12549 and 12689 44
6.26 Constants 44
6.27 Consents and Approvals. 44
6.28 Further Assurances; Cooperation 45
6.29 No Third Party Beneficiaries 45
6.30 Data Collection 45
6.31 Right of Entry 45
7. Entire Agreement; Modification 45
8. Attorney Fees 46
9. Severability 46
10. Force Majeure 46
11. Authority .. ..... ....46
12. Legal Effect of the Agreement 46
13. Delegation of Authority 46
14. Representation and Warranties of County 46
15. Counterparts 47
2
SAContractslEstrella Mountain ParklEquestrianlUMA (Estrella) ( Final.2).docx

Table of Contents (Continued)
16. Time is of the Essence 47
Exhibit 1.2.1 - Estrella Site Plan and Development Timeline 48
Exhibit 2.4 - Furniture, Fixtures and Equipment Subject to Removal 54
Exhibit 3.2.1 - Estrella Fee Payment Schedule 55
Exhibit 3.2.2 - Monthly Income Statement 56
Exhibit 4.1 - Required Services and Facilities 57
Exhibit 4.2 - Equestrian Concession Inspection Checklist 59
Exhibit 4.7 - Map - Turf Picnic Area 60
Exhibit 5.1.4.0 - Map Connecting Trails 61
Exhibit 6.7 - Park Rules 62
3
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

federal or state statutes or policy; changes dictated by planning and
permitting guidelines; changes dictated by opposition to arty 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 1.2.1 - Estrella 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
1.3 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.
1.3.2 Major developmental features as presented in the RFP Response will serve
as the foundation for all development of the Complex. Variables that could
result in variation of development features will be the result of site selection;
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.
1.3.3 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.
1.3.4 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 indemnification and holding the County harmless from any
liability or loss shall continue as provided in this Agreement.
1.4 Other Complex Activities.
Concessionaire shall have the discretion to design other recreational-
related activities and programs consistent with its prudent business
judgment and market factors and the mission of the County Parks and
Recreation Department. The Concessionaire will, through coordination with
the Estrella Mountain Regional Park Supervisor ("Park Supervisor"),
coordinate the planning of special events and community-based
opportunities. The Concessionaire also agrees to hold and provide
administrative support for a minimum of one (1) annual event, to be
sponsored by the County, for the benefit of the Maricopa County Parks and
Recreation Department. This Agreement does not restrict the
Concessionaire to offering only the current recreational-related activities or
the activities identified herein. The Concessionaire is authorized to add
additional facilities, amenities and activities based upon its market analysis
6
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

and business judgment as long as the expansion remains within the scope
of the RFP. The addition or deletion of significant elements of the facilities,
amenities, or significant activities requires written County approval, prior to
implementation.
2. Term and Termination.
2.1 Effective Date.
The effective date of this Agreement will be the date executed by the Maricopa
County Board of Supervisors (the "Effective Date").
2.2 Contract Year.
Contract Year 1 of this Agreement will be from the Effective Date through June 30,
2012. Subsequent Contract Years will be from July 1 St through June 30th .
2.3 Term and Renewal Option.
The term for this Agreement will be for a period of approximately ten (10) years
(Effective Date — June 30, 2021 (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 July 1, 2020.
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 July 1, 2021 with an expiration of June 30, 2031. 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 — Estrella Fee Payment Schedule. If
Concessionaire fails to exercise the Renewal Option, the Term shall expire June 30,
2021.
2.4 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 the 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 Complex 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 2.4 — 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
7
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

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, including
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.
2.5 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.
2.6 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 2.6. Representative reasons for "cause" include, but are not limited to:
2.6.1 For any reason the real property reverts back to the agency from which the
respective patent was received.
2.6.2 For any reason the real property is no longer useful for recreational
purposes.
2.6.3 New requirements make a continuation of the Agreement infeasible.
2.7 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 as been delivered to the
other Party or the other Party refuses delivery.
2.8 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-
8
SAContractslEstrella Mountain Park \Equestriart\UMA (Estrella) ( Final.2).docx

to-month basis, with all of the terms and conditions of this Agreement to continue in
full force and effect.
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 shall be reviewed by Certified Public Accountant prior to
submittal. 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.
3.2 Fee and Revenue Reporting.
3.2.1 Minimum Fees and Additional Fees.
During the term of this Agreement, the Concessionaire will pay the County
a fee as outlined in Exhibit 3.2.1 — Estrella Fee Payment Schedule. By
definition, the fee is defined as the minimum payment due County monthly
("Fee") 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
9
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

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 payable as outlined in Exhibit 3.2.1 — Estrella Fee
Payment Schedule and due not later than the 15 1h of the month
following, i.e. January payment is due not later than February 15 th
("Due Date"). Should the Due Date fall on a Saturday, Sunday or
legal holiday, then said Due Date shall be at the close of business
on the first day thereafter which is not a Saturday, Sunday or
holiday. The County will not invoice for the monthly fee due.
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. Should the County's Due Date fall on a Saturday,
Sunday or legal holiday, then said Due Date shall be at the close of
business on the first day thereafter which is not a Saturday, Sunday
or holiday.
C. Late Payment Fee.
A Late Payment Fee shall be ten percent (10%) of the invoiced
amount or amount due. Invoiced late fees are due County within
twenty (20) days of the date of the invoice. Should the County's Due
Date fall on a Saturday, Sunday or legal holiday, then said Due Date
shall be at the close of business on the first day thereafter which is
not a Saturday, Sunday or holiday.
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 shall be considered a breach of this
Agreement. In the event of litigation to enforce this provision (collection or
10
SAContractslEstrella Mountain Park \Equestrian\UMA (Estrella) ( Final.2).docx

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.
Should the Due Date fall on a Saturday, Sunday or legal holiday, then said
Due Date shall be at the close of business on the first day thereafter which
is not a Saturday, Sunday or legal holiday. Overpayment to County will be
credited to the Concessionaire during the next billing period or fee payment
period with an invoice acknowledging overpayment.
4. Services and Facilities.
4.1 Required Services and Facilities.
4.1.1 The Concessionaire is required to provide the services, facilities and
amenities provided 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). In addition
to the requirements of Section 5.4 of this Agreement, Concessionaire must
obtain prior approval from the County, in writing, for 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 Optional Services or Facilities and Limitations.
A. Concession sales.
(1) Glass beverage containers are not permitted to be sold or
used in the Complex.
(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 4.1.2.D 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.
11
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

(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.
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. Fees charged by the Concessionaire
for Special Events will be reported as part of the gross
receipts as outlined in Section 3.2.1. Special Events will
be coordinated with the Park Supervisor or Regional
Superintendent.
(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
12
SAContractslEstrella Mountain ParldEquestrianIUMA (Estrella) ( Final.2).docx

facilities used in support of Special Events be occupied
during hours the Complex is not open to the public ("non-
operational hours") unless for security reasons and only
with the authorization, in writing, from the Park Supervisor
or Regional Superintendent.
(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 Park Supervisor, use of the Visitor Center, ramadas or
other areas located at Estrella Mountain Regional Park 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
deficiency to be addressed and corrected. The Concessionaire shall give full
cooperation to the County in this evaluation process. (See Exhibit 4.2 — Equestrian
Concession Inspection Checklist)
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
Estrella Mountain Regional Park (the "Control Area") with the exception of
the Agreement for the Management of the Arena complex within 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. trail rides or cookouts, for which a fee is charged or not
charged.
4.4 Operating Season.
4.4.1 Prior to opening and by January 2nd of each year thereafter, the
Concessionaire will submit to the County an annual operating schedule
13
S:\ContractslEstrella Mountain ParklEquestrianlUMA (Estrella) ( Final.2).docx

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 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 hours of
operation as well as those hours when the facility is closed.
4.5 Rate Schedules.
4.5.1 Prior to opening and by January 2 nd of each year thereafter, the
Concessionaire will provide the County with a general price fisting 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, for its review and comment, notice of such change
prior to becoming effective.
4.5.2 The Concessionaire will post, and at all times keep on public display, the
prices, rates and charges of all goods and services, as well as the
acceptable forms of payment.
4.6 RV Parking.
4.6.1 The Concessionaire may designate a portion of the parking area identified
in Section 4.7.1 for day use recreational vehicle parking. No overnight,
occupied RV parking will be permitted on the Complex or referenced
parking area unless prior authorization is received as outlined in Section
4.1.2.D; however, requests in conjunction with Special Events may be
submitted to the Park Supervisor or, in their absence, the Regional
Superintendent, for use of the Complex for overnight camping.
4.6.2 County, based on availability, will provide the Concessionaire access to two
(2) RV sites to be used by Concessionaire employees. In addition to other
duties to be assigned by the Concessionaire, the designated employees will
be required to perform Complex security and respond in event of an
emergency that affects the Complex.
4.7 Amenities.
4.7.1 Parking Lot.
County agrees to let the Concessionaire use the established parking lot in
the vicinity of the Gila Trail for use by Concession patrons. The parking lot
14
SAContractslEstrella Mountain ParklEquestrianNUMA (Estrella) ( Final.2).docx

will not be used by Concessionaire staff or for the parking of
Concessionaire vehicles or equipment. Concessionaire will not have
exclusive use of the parking lot. (See Exhibit 4.7 — Map — Turf Picnic
Area)
4.7.2 Restroom.
County agrees to let the Concessionaire use the established restroom in
the vicinity of the "Navy Area". This does not relieve the Concessionaire of
the responsibility for additional port-a-johns or actual restroom construction,
dependent upon permitting restrictions, within the Concession Site based
upon the number of participants that use the Concession Site.
Concessionaire will not have exclusive use of the restroom. (See Exhibit
4.7 — Map — Turf Picnic Area)
4.8 Financing.
Within forty five (45) days of approval of this Agreement by the Maricopa County
Board of Supervisors ("Effective Date"), the Concessionaire will provide, to the
County's satisfaction, evidence that the Concessionaire has secured adequate
financing to develop, 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 Effective
Date. Failure to provide satisfactory evidence of financing to the County within the
forty five (45) day period shall result in termination of this Agreement. In the event
the Agreement is terminated due to Concessionaire's failure to provide satisfactory
evidence of financing, the County shall bear no liability to Concessionaire for any
cost, claim, loss or damages resulting from the termination.
4.9 Emergency Evacuation Plan and Ingress/Egress Routes.
The Concessionaire will be required to adopt and post at the Complex, Estrella
Mountain Regional Park's Emergency Evacuation Plan ("Emergency Evacuation
Plan"). The Concessionaire shall train all employees of the Complex regarding the
details of the Emergency Evacuation Plan within thirty (30) days of the Effective
Date. Concessionaire shall train initial employees and any new employees within
fourteen (14) days of their date of hire or working on the concession site, whichever
is earlier. 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 Park Supervisor.
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. A Maintenance Plan, not inclusive of Capital Improvement
Project (CIP) Funds as defined in Section 5.4.9, will be presented to
15
SAContractslEstrerla Mountain ParklEquestrianlUMA (Estrella) ( Final.2).tiocx

County for its review and comment; with expenditure approval made by the
Concessionaire based on prudent business practices. Expenditures shall
be consistent with the provisions as outlined in this Section.
Concessionaire will be responsible for funding of all costs described in the
Maintenance Plan.
A. Capital Improvement Funds are as defined in Section 5.4.9.
B. By definition, a Maintenance Plan is a document outlining the items
or areas of repair and the estimated cost is said items or repair to be
accomplished during the upcoming Contract Year.
C. 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 5.4.9)
5.1.2 Concessionaire will coordinate with the Park Supervisor and Maricopa
County Parks' Maintenance Supervisor for the development of a preventive
maintenance schedule of all facilities, buildings, appliances, etc. so as to
minimize repair resulting from lack of the said schedule. The
Concessionaire is responsible for all preventive maintenance costs.
5.1.3 Structure Maintenance and Repair.
A. Concessionaire Responsibility.
(1) Maintenance and repair of all structures, facilities or
amenities, currently or in the future, within, or associated
with the Complex.
(2) Maintenance and repair 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, RV sites designated for Concessionaire employee
use, and water, electric and septic/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.
(3) 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 Park
Supervisor and Regional Superintendent, in coordination
with Maricopa County Parks' Engineering Manager will
16
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

review all signage as it pertains to style, color, lettering and
advertising unless otherwise mandated by policy or
regulations and for its compliance with the County's
signage policy.
(4) The Concessionaire is responsible for the following
maintenance responsibilities as they pertain to the parking
lot designated in Section 4.7:
(i) Purchase of approved signage and the marking of
handicap designated parking sites as may be
required by appropriate regulation, policy or
guidelines.
(ii) "Striping" of the parking lot as may be required by
appropriate regulation, policy or guidelines.
(iii) Daily clean-up, or a frequency to be determined by
the Park Supervisor, Estrella Mountain Regional
Park, of the parking lot. Park personnel will be
responsible for the placement and emptying of trash
containers.
(5 ) Maintenance, repair and servicing of port-a-johns that are
used in support of the Concession Site in addition to the
restroom designated in Section 4.7.
B. County Responsibility.
(1) County is responsible for the maintenance and repair of
the parking lot referenced in Section 4.7. Concessionaire
agrees to reimburse County at a rate of ten percent (10%)
of costs incurred for maintenance and repair of the parking
lot. Funding for reimbursement is an authorized CIP
expenditure.
(2) County is responsible for the maintenance and repair of
the restroom referenced in Section 4.7. Concessionaire
agrees to reimburse County at a rate of ten percent (10%)
of costs incurred for maintenance and repair of the
restroom. Funding for reimbursement is an authorized CIP
expenditure.
C. Joint Responsibility.
The Concessionaire and the Park Supervisor will jointly clean and
stock the restroom facility designated in Section 4.7 on a schedule
to be mutually agreed upon.
17
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

5.1.4 Trail Maintenance/Development.
A. County Responsibility.
(1) The Park Supervisor, Concessionaire and the Maricopa
County Park's Trail Development Supervisor ("Parks' Trail
Development Supervisor"), shall coordinate the
maintenance schedule and responsibilities for the
Concessionaire's portion of the trail network located within
the Control Area. Coordination will also include the
amount of funds to be spent during each maintenance
schedule/period.
(2) The Park Supervisor is responsible for the coordination of
activity and responsibilities between the Park Supervisor,
Maricopa County Parks' Trail Development Supervisor
("Parks' Trail Development Supervisor") and the
Concessionaire. Responsibilities as to be coordinated will
also include inspection techniques, i.e. from horseback,
walking the assigned trail network, driving the assigned the
trail network, or combination of inspection techniques.
(3) At a minimum, trail maintenance inclusive of the tasks
outlined in Section 5.1.3, will be completed once per
season commencing Contract Year 1.
(4) The Park Supervisor will inspect the trail network
maintenance at a time coordinated with the
Concessionaire. Identified deficiencies will be discussed
between the Park Supervisor, Parks' Trail Development
Supervisor and the Concessionaire and the time table for
resolution of identified deficiencies and responsibilities will
be coordinated within between the parties identified in this
Section. Disputes will be resolved in accordance with
Section 6.4.4.
B. Concessionaire Responsibility.
(1) The Concessionaire is responsible for maintaining the
assigned portion of the trail network within the Control Area
to the satisfaction of the Park Supervisor, based on the
responsibilities and timetable as mutually agreed upon.
(2) As coordinated with the Park Supervisor trail maintenance
shall include, but not be limited to:
(i) Maintenance of trails from the corral or staging areas
connecting to the main trail network(s) located
throughout the Park.
18
SAContractslEstrella Mountain Park\Equestrian\UMA (Estrella) ( Final.2).docx

(ii) Maintenance of the service road in the vicinity of the
arena to the area located southwest of the arena
which is inclusive in the Complex.
(iii) Maintenance of "staging areas" as they become
defined in support of activities to be conducted in the
area southwest of the arena which is inclusive in the
Complex.
(iv) 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.
(v) Removing manure deposited along the Park's trails
heavily traveled by hikers and other users of said
trails.
(3) 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 5.4.9). 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) 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)
(2) 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 CIP expense. If County
purchased said surface material, the Concessionaire will
be responsible for dispersing the material. The decision by
County will prevail.
(3) Funds to be expended for annual trail maintenance outside
of the Complex will be agreed upon by the Park
19
SAContractslEstrella Mountain Park \Equestrian\UMA (Estrella) ( Final.2).docx

Supervisor, Parks' Trail Development Supervisor and
Concessionaire and will consider budgetary limitations.
(4) Jointly, County, through the Park Supervisor, Parks' Trail
Development Supervisor and the Concessionaire, will
"partner" to complete new trail networks as may be
identified, that would expand the trail network and enhance
the recreational enjoyment for visitors and promote safety.
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 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.
(iii) Areas to be considered for "connecting trails" would be
in the vicinity of the Baseline Trail connecting to the
wash coming up from the Complex; an additional
connecting trail from the Rainbow Trail to the Baseline
Trail; and a connecting trail from the Complex to the
Toothaker and others to be identified. Timelines for
expansion will be as agreed to by the Park Supervisor,
Parks' Trail Development Supervisor, Concessionaire,
Trail Development Master Plans and budget
considerations. (See Exhibit 5.1.4.0 — Map —
Connecting Trails)
5.1.5 Infrastructure.
A. County shall, unless otherwise stated in this Agreement, be
responsible for maintenance of the Estrella Mountain Regional Park
infrastructure, i.e. roadways and utilities to the point where the
Concessionaire connects to the infrastructure for use within the
Complex or other sites as may be designated in this Agreement.
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.
20
SAContractslEstrella Mountain ParklEquestrian \UMA (Estrella) ( Final.2).docx

C. Recreational Vehicle Sites.
(1) In reference to the two (2) RV sites designated for use by the
Concessionaire's employees, unless already available, the
Concessionaire is responsible for all permitting and
construction of infrastructure, i.e. water, septic and
electricity, from the point where it connects to the County's
infrastructure.
(2) For infrastructure already in place for use by the two (2) RV
sites, the Concessionaire is responsible for all maintenance
and repair from the point where they connect to the County's
infrastructure, i.e. water, electricity and septic.
(3) In event of repairs mutually determined to be the result of
negligence on the part of the Concessionaire or their
employees occupying the sites, the Concessionaire is
responsible for all costs incurred in order to get the RV sites
again operational.
5.1.6 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.
5.1.7 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.
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. Establishing
a new account is the responsibility of the Concessionaire. The
Concessionaire is responsible for all costs associated with the facilities
and equipment for delivery of electricity to and within the Complex.
5.3.2 Potable water, based on current park usage, is provided as part of the
County's infrastructure at the Park. The Concessionaire is responsible for
all costs associated with the delivery of water to and within the Complex
from the point where it connects to the County's infrastructure. The
County will invoice the Concessionaire for usage 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
21
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

to be provided, installed and maintained by the Concessionaire. Payment
is due County as stated in Section 3.2.3 of this Agreement.
5.3.3 The County is responsible for all costs associates with the delivery of
water up to the point where the Concessionaire connects to the County
infrastructure unless damage or required repairs is determined to be the
fault of the Concessionaire. The Concessionaire is responsible for all
costs associated with repair or replacement of the water delivery system
damaged by the actions or inactions of the Concessionaire, its
employees, or agents.
5.3.4 Based upon the water source and delivery means as of the Effective
Date, the intent of County is to provide potable water to the point where
connected by the Concessionaire for use within the Complex.
5.3.5 County expressly disclaims all warranties, whether expressed or implied,
and makes no representations concerning the availability, quality or
sufficiency of any type of water for present or future use.
5.3.6 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.
5.3.7 RV Site Utilities.
A. County and Concessionaire will determine a standard monthly
estimate for the cost of water used at the RV sites. This stated
amount will be paid to County on a monthly basis and due not
later than the 15th of the month following, i.e. payment for October
is due not later than November 15 th• This amount is subject to
change based upon changes of fee schedules published by the
Provider of the utility.
B. County and Concessionaire will determine a standard monthly
estimate for the cost of electricity used at the RV sites. This
stated amount will be paid to County on a monthly basis and due
not later than the 15 th of the month following, i.e. payment for
October is due not later than November 15. This amount is
subject to change based upon changes of fee schedules
published by the Provider of the utility.
5.3.8 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, unless otherwise stated in this Agreement, shall be the
responsibility of the Concessionaire. The Concessionaire shall be
responsible for the submission of all required plans and obtaining permits.
5.3.9 Utility conservation measures will be incorporated into all planning,
development and operations.
22
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

5.3.10 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
Corn plex.
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.
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 Estrella Mountain Regional Park utility
installations. Costs associated with the reproduction of these
drawings will be the responsibility of the Concessionaire.
5.3.11 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, inclusive of the RV sites.
5.3.12 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 comment on 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 any
applicable statutes, rules, codes or ordinances. The City of Goodyear has
been identified as the primary permitting agency. The Concessionaire is
responsible for the identification of and obtaining of all required permits and
licenses for improvements and construction.
23
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

5.4.2 Concept Plans will be reviewed by County. The Concessionaire will be
responsible for the submission of Concept Plans, 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.
With the exception of initial improvement or construction needed to develop
the Complex, subsequent improvements or construction projects which cost
less than twenty thousand dollars ($20,000) (2010 Constant as defined in
Section 6.26) to complete and do not alter structural elements of existing
improvements, may be undertaken by Concessionaire without prior
approval of the County so long as all permits required for the completion of
the work are obtained.
5.4.3 The Concessionaire acknowledges that it may be required to obtain
licenses, permits or other approvals from government agencies other than
Maricopa County. It is the Concessionaire's sole responsibility to determine
the permitting agency and comply with all applicable licensing and
permitting requirements and to obtain all necessary governmental
approvals.
5.4.4 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.
5.4.5 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.
5.4.6 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 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
24
SAContractslEstrolla Mountain ParklEquestrianlUMA (Estrella) ( Final.2).docx

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
lands are the property of the United States Government and will be
turned over to County for disposition.
5.4.7 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.
5.4.8 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.
5.4.9 Capital Improvement Fund.
A. Beginning ninety (90) days after completion of Contract Year 4, 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 3.2.1. 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 C1P 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:
25
MontractslEstrella Mountain ParklEquestrian\UMA (Estrella) ( Final.2).docx

(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.
(Hi) Fees from casual equipment sales, i.e. clothing,
tack at the Complexes.
(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.
26
SAContractslEstrella Mountain ParklEquestrian\UMA (Estrella) ( Final.2).docx

(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.
B. The CIP Fund will be entitled "Northside Horse Outfitters C1P —
Estrella 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 4 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 (C1P) Plan for the ensuing year. This
Plan will include a budget which details any planned expenditures
from the C1P 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 fife of
existing facilities, structures and other improvements, to include
those that will overall benefit Estrella Mountain 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) Major repair or replacement of fencing or roofing;
27
SAContractslEstrella Mountain Park\Equestrian\UMA (Estrella) ( Final.2).docx

(2) Demolition of existing improvements;
(3) Any work commonly considered a capital repair or
replacement;
(4) Major renovation projects and development or
redevelopment of areas or facilities.
(5) Trail renovation or expansion.
5.4.10 Environmental Compliance.
A. Air Quality.
(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, water and waste
control regulations as well as any other applicable federal,
state and local statutes, regulations and ordinances as
they pertain to environmental protection for their areas of
responsibility within the 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.
(4) Concessionaire agrees to hold harmless, indemnify and
defend County against any and all claims, demands,
actions, penalties, damages, losses, injuries, costs and
expenses related to any alleged violation of air quality
requirements at the Complex related to Concessionaire's
activities under this Agreement.
B. Hazardous and Regulated Materials.
(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 a release or any
adverse environmental impacts, the Concessionaire shall
be solely responsible for any and all resulting site
assessment, studies, remediation and clean-up costs
required to restore the property to its original condition.
28
MontractslEstrella Mountain ParklEquestrian\UMA (Estrella) ( Final.2).docx

(3 ) Regulated Use.
(i) The Concessionaire has provided to County as part
of the RFP process, a complete list identifying all
hazardous material or petroleum products initially to
be brought on the Complex. Changes from the
published list thereafter will be provided by the
Concessionaire to County in writing 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.
(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 affecting lands,
water or facilities owned or managed by the
County.
(4) Indemnification.
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, 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:
(I) 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
29
SAContractslEstrella Mountain ParldEquestrianIUMA (Estrella) ( Final.2).docx

"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.
(6) The Concessionaire shall indemnify the County, without
limitation, for all 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.
(7) 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
30
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

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
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 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. Concessionaire 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
31
SAContractslEstrella Mountain ParklEquestrianlUMA (Estrella) ( Final.2).docx

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 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
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 te 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.
32
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

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
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
33
SAContractslEstrelta Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

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.
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 is filed or instituted by Concessionaire or is filed or
instituted against Concessionaire, debtor, and not be dismissed
within ninety (90) days from the date of such filing or institution, or
Concessionaire fails to notify the County of any such filing within
34
SAContractslEstrella Mountain ParklEquestrian\UMA (Estrella) ( Final.2).docx

twenty (20) days of the filing date of the petition, 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
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.
in addition to any rights the Concessionaire may have under this
Agreement or at law or in equity by reason of a breach by the County, the
Concessionaire may within the thirty (30) day period after written notice,
35
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

at tis option, without waiving any other rights or remedies (including the
right to recover damages), incur any reasonable expense necessary to
perform the obligation of the County specified in such notice and deduct
such expense from the fees or other charges coming due under this
Agreement. The Concessionaire may exercise any other remedy
available to the Concessionaire at law or in equity.
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.
D. Maricopa County, Arizona shall be the venue for any action filed in
the courts to resolve a dispute arising out of or relating to this
Agreement.
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:
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 improvement be conducte
before approving an assignment of the Agreement.
6.5.3 County requests that the Concessionaire provide with at least ninety (90)
days prior written notice of a sale or transfer of this Agreement so any
requested analysis, study and subsequent Board of Supervisor approval
can be completed prior to the effective date of the sale or transfer.
36
SAContractslEstrella Mountain ParklEquestrian\UMA (Estrella) ( Final.2).docx

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 Park, including the area in
which the Complex is located, when deemed necessary for public safety and health
purposes without any liability to County for any compensation to the Concessionaire
for losses, including, but not limited to, lost income, wages or other compensation
which may be claimed by the Concessionaire. 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 County for any
compensation to the Concessionaire for losses, including, but not limited to, lost
income, wages or other compensation which may be claimed by the Concessionaire.
Prior to taking such action, County will make a sincere attempt to coordinate said
actions with the Concessionaire to minimize adverse impact to the Complex
operation. By definition, "public interest" is considered any action taken by the
County necessary to ensure public safety, health purposes, and safety of park
property, curb civil unrest, fire prevention, and possibility of flooding or other natural
events which could adversely impact the Park or users thereof, etc.
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 development, 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 treat to the health or safety of
others.
37
SAContractslEstrella Mountain ParklEquestrianlUMA (Estrella) ( Final.2).docx

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 focal statutes, regulations and ordinances
relating to safety.
6.9.3 The County will have the authority to immediately suspend any of the
Concessionaire's operations if it is determined that there is an imminent
risk or threat to the public, employees, or Park staff and to enhance or
protect project purposes, resources, health and enjoyment. Such
suspension shall remain in effect until the risk or threat has been resolved
to the reasonable satisfaction of the County. Such suspension will be
without liability to County for any compensation to the Concessionaire for
losses, including, but not limited to, lost income, wages or other
compensation which may be claimed by the Concessionaire.
6.10 Accident Reporting.
The Concessionaire will immediately report to the County any event which results in
death, injury, medical transport or requiring medical attention. Reporting will be to
the Park Supervisor or the Regional Superintendent in the Supervisor's absence.
6.11 Complex Occupancy.
6.11.1 The establishment of a residence, either permanent or temporary, will not
be permitted on the Complex. County will authorize the Concessionaire
to develop two (2) RV sites at a location mutually agreed upon between
Parties to be used by Concessionaire employees to enable them to be
nearer the Complex during non-operational hours. The number of RVs
will not exceed one (1) per site for a total of two (2) to be located on the
Complex or the agreed upon location.
6.11.2 Unless the agreed upon sites are already functional, Concessionaire will
be responsible for all costs incurred with the RV site development,
planning, permitting, maintaining and cost of utilities as either billed
directly from the provider or reimbursement to County.
6.11.3 No equipment or property will be stored outside of the Complex.
38
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

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.
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
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 and Media Releases.
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 the Park 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 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
39
SAContractslEstreila Mountain Park\Equestrian\UMA (Estrella) ( Final.2).docx

hotels to increase awareness of the park and the Concession. However,
such projects 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' PIO will receive a copy of all press releases and media
distribution.
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 in
writing. Any such notice 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
(October - May) Attn: Jeff Bitton
P.O. Box 7901
Cave Creek, AZ 85327
For the Concessionaire: Northside Horse Ouffitters, LLC
(June - September) Attn: Jeff Bitton
HC 64 Box 9951
Stanley, ID 83278
Notifications required to be made to the Park Supervisor will be made telephonically
to: (623) 932-3811.
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. seg., 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.
40
SAContractslEstrella Mountain ParklEquestrian\UMA (Estrella) ( Final.2).docx

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 Contractor warrants that it is in compliance with A.R. S. § 41-4401 and further
acknowledges:
6.17.1 That the Contractor 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 Contractor or subcontractor employee who works on
the contract to ensure that the Contractor or subcontractor is complying
with the warranty provided under Subsection A above and that the
Contractor 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 Contractor or subcontractor an agent
or employee of the contracting government entity.
6.18 Verification of Employment Eligibility; E-Verify Program; Economic Development
Incentives; List of Registered Employers.
6.18.1 After December 31, 2007, every employer, after hiring an employee, shall
verify the employment eligibility of the employee through the e-verify
program and shall keep a record of the verification for the duration of the
employee's employment or at least three (3) years, whichever is longer.
6.18.2 In addition to any other requirement for an employer to receive an
economic development incentive from a government entity, the employer
shall register with and participate in the e-verify program. Before
receiving the economic development incentive, the employer shall provide
proof to the government entity tht the employer is registered with and is
participating in the e-verify program. If the government entity determines
that the employer is not complying with this subsection, the government
entity shall notify the employer by certified mail of the government entity's
determination of noncompliance and the employer's right to appeal the
determination. On a final determination of noncompliance, the employer
shall repay all monies received as an economic development incentive to
41
SAContractslEstrella Mountain ParlaquestrianlUMA (Estrella) ( Fina1.2).docx

the government entity within thirty (30) days of the final determination.
For the purposes of this subsection:
A. "Economic development incentive" means any grant, loan or
performance-based incentive from any government entity that is
awarded after September 30, 2008. Economic development
incentive does not include any tax provision under title 42 or 43.
B. "Government entity" means this state and any political subdivision
of this state that receives and uses tax revenues.
6.18.3 Every three (3) months the attorney general shall request from the United
States Department of Homeland Security a list of employers from this
state that are registered with the e-verify program. On receipt of the list of
employers, the attorney general shall make the list available on the
attorney general's website.
6.19 Verification Regarding Compliance with A.R.S. §§ 35-391.06 and 35-393.06,
Business Relations with Sudan and Iran.
6.19.1 By entering into the Contract, the Contractor certifies it does not have
scrutinized business operations in Sudan or Iran. The Contractor 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.
6.19.2 The County may request verification of compliance for any Contractor or
subcontractor performing work under the Contract. Should the County
suspect or find that the Contractor 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 Contractor.
All costs necessary to verify compliance are the responsibility of the
Contractor.
6.20 Taxes.
6.20.1 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.
6.20.2 No leasehold or other real property interest is being created or conveyed
upon which tax consequences may exist.
42
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

6.21 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.
6.22 Organization — Employment Disclaimer.
6..22.1 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.
6.22.2 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..22.3 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.
6.23 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.
6.24 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.
43
SAContractslEstrella Mountain ParklEquestrianlUMA (Estrella) ( FinaI.2).docx

6.25 Suspension and Debarment and Executive Orders 12549 and 12689.
6.25.1 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. 25.2 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.
6.26 Constants.
Whenever a constant is referred to herein (e.g. "2010 Constant" or "measured in
2010 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 2010.
6.27 Consents and Approvals,
The Parties agree to act in good faith and with fair dealing with one another in the
execution, performance and implementation of the terms and provisions of this
Agreement. Whenever the consent, approval or other action of a Party is required
under any provision of this Agreement, such consent, approval or other action shall
not be unreasonably withheld, delayed or conditioned by a Party unless the provision
in question expressly authorizes such Party to withhold or deny consent or approval
or decline to take action in accordance with a different standard, in which case the
consent or approval or the decision to not take action may be withheld, delayed or
conditioned in accordance with the different standard.
44
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

6.28 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.
6.29 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. 30 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.
6.31 Right of Entry.
6..31.1 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. 31.2 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.
6.31.3 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
45
SAContractslEstrella Mountain ParklEquestrian\UMA (Estrella) ( Final.2).docx

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. Severability.
If any term, covenant, condition or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions
hereof shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.
10. Force Maieure.
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.
The Department 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.
14.1 County represents and warrants to Concessionaire that the following statements are
true, correct and complete:
46
S:1ContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).doox

14.1.1 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;
14.1.2 To the best of the County's knowledge, there are no lease agreements,
maintenance contracts, service agreements or other contracts of any
nature which pertain to, cover or affect the Complex except as disclosed
in this Agreement.
14.2 In the event of a breach of a representation or warranty as set forth herein,
Concessionaire shall notify County of same and deliver to County such information
as is necessary to enable County to remedy the breach. Concessionaire shall
cooperate with County to remedy the breach.
15. 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.
16. 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.
47
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Fina1.2).docx

DATED this 1 ilhday of NoVembT 2010.
MARICOPA COUNTY NORTHSIDE HORSE OUTFITTER, LLC
BOARD OF SUPERVISORS
/4/0
By: Date
Approved as to Form:
/e/,// : ,
Attorney for Maricopa County ate
48
SAContracts\Estrella Mountain ParkEquestrtanIUMA (Draft - Estrella) ( Temp Final).docx

EXHIBIT 1.2.1 — ESTRELLA SITE PLAN AND DEVELOPMENT TIMELINE
Estrella Mountain Regional Park
Entrance _J
?ve y.,41 A VE
,
Turf
Nature Area Mica
Center Butte
Golf a
Course
-1A/DLieIN SPRINGS RD
IBA1
Cy)
-"'"\,...,.,....,
ARetVA V P 1
r ri
f ? i Rodeo
I 1 Arena
.10)
iat.f e l Potential horse concession
* Potential horse concession
Icw1
Park boundary
Original land ownership
BLM
Private, state
1. I
It Si i
r WE
\I I
a, 1
1 , f
, 5130 0 500 1000 1500 2000
,
J Feet
Feb-11,201D
49
SAContracts\Estrella Mountain ParklEquestrian\UMA (Estrella) ( Final.2).docx

Exhibit 1.21 — Estrella Site Plan and Development Timeline (Continued)
The Complex is defined as the areas indicated with the large red circle and the red asterisk,
more accurately defined as the S 1/2 of SE 1/4 of Section 33, T1 N, R1W and NW 1/4 of SE 1/4 of
Section 8, T1S, R1W.
The area indicated with the large red circle, hereinafter referred to as the "Main Complex") is
defined as the area located between S. Casey Abbott Road, the Gila Trail (GL); 143 rd Avenue;
and the wash at the south end of the parcel to the north of Indian Springs Road. The entire
parcel is located on lands identified as being on "Private/State Land". The parcel identified is
proposed to have the following facilities and amenities constructed within with the proposed
development timeline:
*Site Development and Proposed Timelines — Main Complex:
Task
Number Site Development (Concessionaire) Proposed Timeline
Begin formal planning and permitting process to
develop temporary facilities and utilities required for
1 operation of the Main Complex Upon Effective Date
Install temporary facilities, i.e. tack/office complex,
day corral, night corral, staging area, feed storage
area, manure containment, portable restrooms,
parking lot and RV sites required to perform basic
operations; obtain temporary Certificate of
Occupancy as may be required by Permitting
2 Authority Upon Effective Date
Begin formal planning, permitting and construction
process for "permanent" facilities and utilities for the
3 Main Complex Upon Effective Date
Main Complex will perform minimum operations, i.e.
4 conduct trail rides by January 1,2011 1/1/2011
Main Complex fully developed and operational as
outlined in the Agreement by the start of Contract
5 Year 4 7/1/2014
*Site Development and proposed timelines are subject to change based upon permitting
delays. Concessionaire will keep County informed as to the overall permitting and
development process and any anticipated delays or adjustments that may be forthcoming.
The area indicated with the red asterisk, hereinafter referred to as the "Event Complex" is
defined as the open, flat area located along the area defined as a "Service Road". The entire
parcel is located on lands identified as being on "Private/State Land". The parcel identified is
proposed to have the following facilities and amenities constructed within with the proposed
development timeline:
50
SAContractslEstrella Mountain Park \Equestrian IUMA (Estrella) ( Fina1,2).docx

Exhibit 1.2.1 — Estrella Site Plan and Development Timeline (Continued)
*Site Development and Proposed Timelines — Event Complex:
Task Proposed
Number Site Development (Concessionaire) Timeline
Develop "Concept" of proposed use of Event
Complex, as agreed to by County, as to activities
1 and events to be hosted by Concessionaire 1/1/2012
Based on a timeline resultant of a business decision
by the Concessionaire, as agreed to by the County,
the Concessionaire will begin the formal planning
and permitting process to develop temporary
facilities and utilities required for operation of the
Event Complex. It is anticipated that this process will
begin by the start of Contract Year 5; however, a
2 definitive date to be agreed upon. 7/1/2015
Install temporary facilities, i.e. staging area, portable
restrooms, parking lot, Concession area, ramadas,
eating areas, required to perform basic operation of
3 the Event Complex 1/1/2016
Begin formal planning, permitting and construction
process for "permanent" facilities and utilities for the
4 Secondary Complex by the start of Contract Year 6 7/1/2016
Secondary Complex will perform minimum
operations, i.e. cookouts, stage coach rides during
5 Contract Year 6 1/1/2017
Secondary Complex fully developed and operational
as outlined in the Agreement by the start of Contract
6 Year 7 7/1/2017
*Site Development and proposed timelines are subject to change based upon permitting
delays and business decisions as agreed to by County. Concessionaire will keep County
informed as to the overall permitting and development process and any anticipated delays or
adjustments that may be forthcoming.
Maintenance Responsibilities:
This section supplements maintenance responsibilities as stated in the Agreement.
51
SAContractslEstrella Mountain ParklEquestrian \UMA (Estrella) ( Final.2).docx

Exhibit 1.2.1 — Estrella Site Plan and Development Timeline (Continued)
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 or as agreed upon between the Park Supervisor
and Concessionaire as it pertains to the Park's restroom.
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 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 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.
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 and road networks, as applicable, to include connecting trails, will
be as coordinated between the Concessionaire, Trail Development Supervisor and Park
Supervisor.
52
SAContractslEstrella Mountain ParlaquestrianIUMA (Estrella) ( Final.2).docx

Exhibit 1.2.1 — Estrella Site Plan and Development Timeline (Continued)
14. Frequency of maintenance responsibilities may change based upon current conditions
and park operations. The Park Supervisor is authorized to make such determination;
however, determination will be coordinated with the Concessionaire. In event of conflict,
Resolution will be determined by the Park Superintendent and Contract Administrator,
Parks and Recreation Department of which their decision will prevail. If conflict still
occurs, the provisions of the section entitled "Dispute and Resolution" will be followed.
53
SAContractslEstrella Mountain Park \Equestrian WMA (Estrella) ( Final.2).docx

EXHIBIT 2.4 — 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 old one (1) non-
free standing panel to another.
54
SAContractslEstralla Mountain ParlaquestrianIUMA (Estrella) ( Final.2).docx

EXHIBIT 3.2.1 — ESTRELLA FEE PAYMENT SCHEDULE
Concessionaire will pay a Fee monthly based on adjusted gross receipts, as reported on
Exhibit 3.2.2 — 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 15 th 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 1 st 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.
Fee
Contract Payment
Year Period Due
Effective Date -
1 6130/2012 1.5% AGR
2 7/1/2012 - 6/30/2013 3% AGR
3 7/1/2013 - 6/30/2014 4% AGR
4 7/112014 - 6/30/2015 5% AGR
5 7/1/20154 - 6/30/2016 10% AGR
6 7/1/2016 - 6/30/2017 10D/0 AGR
7 7/1/2017 - 6/30/2018 10% AGR
8 711/2018 - 6/30/2019 10% AGR
9 7/1/2019 - 6/30/2020 10% AGR
10 7/1/2020 - 6/30/2021 10% AGR
55
S:1ContractslEstrella Mountain Park EquestrianIUMA (Estrella) ( Final.2).docx

EXHIBIT 3.2.2 MONTHLY INCOME STATEMENT
(Published Separately)
56
SAContractslEstrella Mountain Park \Equestrian \UMA (Estrella) Final.2).docx

Weather
to
Additional Park
Groups
Total
Taxp
$'s
Base
Merchandise
Statement
Income Total
Monthly SS
1.5
-
3.2.2
SS
Exhibit 1
Hr
3
Hr
2
Riders Hr
1.5
of
41
Hr
1
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
Exhibit 4.1 is designed to supplement other required services, facilities, amenities or
maintenance requirements as may be stated throughout the Agreement.
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 Park
Supervisor.
2. Conduct guided trail rides from the back of a horse for special interest groups, i.e. private
and civic organizations.
3. Conduct additional events such as stage coach rides, cook-outs, campfire events.
4. The Complex will be located at the area designated. (See Exhibit 1.2.1 — Estrella Site
Plan and Development Timeline) Concessionaire will be responsible for the
development of the Complex.
5. The Complex will consist of, as a minimum, the following:
A. Corrals or facilities designated for staging of horses scheduled to be ridden each
day.
B. Corrals or facilities 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.
57
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

Exhibit 4.1 — Required Services and Facilities (Continued)
H. Feed storage area.
I. Additional Restroom Facilities. Permanent or chemical toilets as required by
permitting requirements. The restroom facilities must be ADA compliant unless
otherwise permitted. The Park Supervisor will allow the Concessionaire use of the
restroom facility located in the vicinity of the Turf Picnic Area. (See Exhibit 4.7 —
Map — Turf Picnic Area)
J. Adequate parking for use by employees of the Concession. The Park Supervisor will
allow the Concessionaire use of the parking facility for patrons of the concession
located in the vicinity of the Turf Picnic Area. (See Exhibit 4.7 — Map — Turf Picnic
Area)
K. An area designated for special events, such as cook-outs, stage coach rides.
58
SAContractslEstrella Mountain ParklEquestriarAUMA (Estrella) ( Final.2).docx

EXHIBIT 4.2 EQUESTRIAN CONCESSION INSPECTION CHECKLIST
(Published Separately)
59
SAContractslEstrella Mountain ParklEquestrian\UMA (Estrella) ( Final.2).docx

EXHIBIT 4.2 — EQUESTRIAN INSPECTION CHECKLIST
Mancopa County
Parks & Recreation Department
STANDARD INSPECTION FORM FOR EQUESTRIAN FACILITIES
234 N. Central Avenue,
Suite 6400
Phoenix, Amona85004-2208 Name of Concession:
Phone: (6)i2) 5(16-293(1
Fax (602) 506-4692 Location:
Date of Inspection: Time:
Name of Concessionaire:
Concessionaire's Representative Present:
A. Concession Areas.
1. Corals:
2. Rest Rooms:
3. Sales Office:
4. Rodent Control:
5. Litter Control and Trash Removal:
6. Signs:
7. Food and beverage areas:
8. Environmental Health Services Operating Permit posted:
9. Health Inspection Reports kept on file; issues addressed (if any):
10. Stock:
B. Office.
1. Appearance of Office:
2. Daily sales reconciled and reports filed:
3. Cash register used for point-of-sale control:
4. Reporting forms follow Generally Accepted Accounting Principles
(GAAP):
C. Customer Service.
1. Copy of price sheet available:
2. Examples of customer comments about service, pricing, policies, etc.:
3. Example of a complaint that was received and how it was resolved:
D. Financial/Reporting.
1. Files monthly attendance on time:
2. Pays monthly rent on time:
3. Paid additional rent (if any) on time:
4. Paid utility reimbursement invoices on time:
5. Certificate of Insurance provided on time:
S:/Contracts/Estrella/Equestrian/Annual Inspection Checklist.doc

234 N. Central Avenue, Suite Date:
6400 Phoenix, Arizona 85003-2187 Subject: Standard Inspection Form for Equestrian Facilities
Phone: (602) 506-2930 Page 2 of 2
Fax: (602) 506-4692
F. Employer Sanctions Law.
1. Number of employees hired since December 31, 2007:
2. Number of personnel files checked for compliance with E-Verify:
3. Is the Concessionaire compliant with A.R.S. §41-4401:
G. Comments.
****************************************************************************************
Inspection Confirmation:
Signature of Person Conducting Inspection Date
Tom Timmons, Contract Administrator
Printed Name and Title of Person Listed Above
SIContracts/Estrelia/Equestrian/Annual Inspection Checklist.doc

EXHIBIT 4.7 — MAP — TURF PICNIC AREA
(Published Separately)
60
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Final.2).docx

2006
TO RODEO ARENA TRAIL- HEADS 16.
Park & April.
(Over flow)
Area Area
Regional Primitive Camping Navy
Road Playground
Picnic Service
Mountain Super Playground
4
3
Turf Ramada 5
Ramada
Estrella Ramada
2 RR
Ramada
9 Feet
Ramada Meters 500 County
Ramada
Gate 150 Reermum
Parking Restroom Locked Building; Fence 100 250 Maricopa and
on trails! 50 Park-s
stay P RR • —• • 0 0
River Please designated
50 250
Gila
Softball Fields
Future Development Kilometers Wes
CK TRAILHEADD 5
to Park WAY 5
DlAMONDBA
Entrance Mountain 1 Map 0 0.,
Main Estrella Entrance Station \si CAMINO HIDALGO 5 I-_i-_I-
\ lk & Access 5
\ Compound
Headquarters I
Maintenance Estrella Mountai iReHoyil Park
Park
N' 01 -709 3ST1OHGY170

EXHIBIT 5.1.4.0 — MAP — CONNECTING TRAILS
(Published Separately)
61
SAContractslEstrella Mountain ParklEquestrian\UMA (Estrella) ( Final.2).docx

d4ti,i1
RB
!63,3
ITR-
ITI3
Fistrella
ITHI \ tIC
I DSLQ
* ,‘ (a Lj
(31‘ Hill Knobb 91 'co
en-a Lie...4
et, ▪
-1 j- Ik,7. . •
1 5 )IL ,
it IGD for See Butte Mica
I/ /1\
t details. close-Up so.
Mountain
e / INDIAN
GD ,
I s,
SPRINGS Gila
ompetitive RD Riuer Canal
Regional
Estrella Parking Track AyEIVIDA
Competitive SOUTHERN
,
Mountain
Track 2 AVE
Park
IN
I
RACE Lk 1:1-10t
NM
WAy NIX
IONA! -
cc ("71'
Hill
Monument
COMMUNITY
I
11

EXHIBIT 6.7 — PARK RULES
(Published Separately)
62
SAContractslEstrella Mountain ParklEquestrianIUMA (Estrella) ( Fina1.2).clocx

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
govemment 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 [ands 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 authodzed 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 traitheads.
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