CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.PDF

Commercial Management Concessions Agreement
Between
Maricopa County
And
Fat Bike, LLC
Dba Sonoran Outdoor Adventures
To Manage, Operate and Maintain a
Commercial Concession within the
Maricopa County Regional Park System

TABLE OF CONTENTS
Cover Page …………………………………………………………………………………………………..
Table of Contents …………………………………………………………………………………………… 1
Recitals………………………………………………………………………………………………………. 2
Agreement…………………………………………………………………………………………………… 3
1. General Terms………………………………………………………………………………………….. 3
1.0 Facilities, Services, Operations and Maintenance……………………………………………….. 3
1.1 Annual Management Plan……………………………………………………………………….. 3
1.2 Safety…………………………………………………………………………………………….. 4
1.3 Marketing and Media…………………………………………………………………………….. 4
1.4 MCPRD Organizational Chart…………………………………………………………………… 4
1.5 Notices, Current Addresses and Point of Contact……………………………………………….. 4
2. General Provisions…..…………………..………………………………………………………......... 5
2.0 Term……………………………………………………………………………………………… 5
2.1 Termination…………………………………….………………………………………………… 6
2.2 Default, Insolvency, Remedies…………………………………………………………………… 7
2.3 Indemnification and Insurance…………………………………………………………………… 9
2.4 Compliance...…………………………………………………………………………………….. 10
2.5 Assignment……………………………………..………………………………………………… 11
2.6 Equal Opportunity Employment Requirements .………………………………………………… 11
2.7 Immigration Reform and Control Act of 1986 (I.R.C.A.)..……………………………………… 11
2.8 Employer Sanctions Law and Employment Eligibility …………………………………………. 11
2.9 Taxes……………………………………………………………………………………………… 12
2.10 Covenants against Contingent Fees ……………………………………………………………… 12
2.11 Organization – Employment Disclaimer ………………………………………………………… 12
2.12 Waiver …………….…………………...………………………………………………………… 13
2.13 Agent, Employees, Contractors, Subcontractors ………………………………………………… 13
2.14 Paragraph/Section Headings …………..………………………………………………………… 13
2.15 Severability/Validity …………………..………………………………………………………… 13
2.16 Suspension and Debarment and Executive Orders 12549 and 12689…………………………… 13
2.17 Consents and Approvals………………..……………………………………………………….. 14
2.18 Further Assurances; Cooperation……..………………………………………………………… 14
2.19 No Third Party Beneficiaries …………………..………………………………………………. 14
3. Entire Agreement, Modification……………………………………………………………………….. 15
4. Attorney Fees……….………………..………………………………………………………………… 15
5. Severability………….………………..………………………………………………………………… 15
6. Force Majeure……….………………..………………………………………………………………… 15
7. Authority…………….………………..………………………………………………………………… 15
8. Legal Effect of the Agreement………..………………………………………………………………… 16
9. Delegation of Authority……………..………………………………………………………………….. 16
10. Representation and Warranties of County……………………………………………………………… 16
13. Counterparts……….…………………..………………………………………………………………… 16
14. Time is of the Essence.………………..………………………………………………………………… 16
Exhibit 1.0 System, Services, Operations and Maintenance
Exhibit 1.1.3.2 Administrative Functions
Exhibit 1.1.3.3 Accounting and Fees
Exhibit 1.2 Safety
Exhibit 1.3 Marketing and Media
Exhibit 1.4 MCPRD Organization Chart
Exhibit 2.4 Park Rules
Page 1
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

Commercial Management Concessions Agreement
Between
Maricopa County
And
Fat Bike, LLC dba Sonoran Outdoor Adventures
For the Management, Operation and Maintenance of a Commercial Concession within the
Maricopa County Regional Park System
This Commercial Management Concessions Agreement hereinafter referred to as “Agreement,” is
entered into between Maricopa County, a political subdivision of the State of Arizona (hereinafter
referred to as “County”) through its Parks and Recreation Department (herein referred to as
“MCPRD”) and Fat Bike, LLC dba Sonoran Outdoor Adventures (hereinafter referred to as
“Concessionaire”).The County and Concessionaire are collectively referred to as “Parties” or
individually as a “Party.”
RECITALS
WHEREAS, County is authorized to enter into this Agreement pursuant to A.R.S. §§§11-201,
11-251 and 11-933; and
WHEREAS, the Recitals by this reference shall be incorporated herein and made a part of this
Agreement; and
WHEREAS, the provisions of the Maricopa County Parks and Recreation Department Park
Rules (“Park Rules”) are hereby incorporated herein and made a part of this Agreement; and
WHEREAS, pursuant to the Land Patents or management rights, the County is authorized to
enter into direct agreements with Concessionaire to manage, operate and maintain a commercial
concession within the MCPRD and Maricopa Trail System (herein after “System”); and
WHEREAS, the County believes the public interest can best be served by contract operation of
the Concession lying within the System; and
WHEREAS, this Agreement will require administrative or operational action from time to time to
carry out the spirit and intent of this Agreement, the County desires to delegate to the Director of
the MCPRD or his or her designee, the authority and responsibility for proper administration of this
Agreement, whether or not specific authority is granted in any provision of this Agreement; and
WHEREAS, the Parties agree the intent of this Agreement is solely for the operation,
management and maintenance of the Concession described within this Agreement and is not
intended to convey any interests in any property rights.
Page 2
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

AGREEMENT
NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and
agreements hereinafter contained, the County and the Concessionaire agree as follows:
1. General Terms.
1.0 Facilities, Services, Operations and Maintenance
The County hereby grants the Concessionaire the right to manage, operate, and
maintain and provide a commercial concession to provide and maintain guided
events such as hiking tours, mountain biking rentals and tours, and un-motorized
watercraft rentals and tours (“Concession”) as identified in Exhibit 1.0 System,
Services, Operations and Maintenance, within the System, subject to the terms of
this Agreement. For purposes of this Agreement, the System consists of the
following parks: Adobe Dam Regional Park, Buckeye Hills Regional Park, Cave
Creek Regional Park, Estrella Mountain Regional Park, Lake Pleasant Regional
Park, McDowell Mountain Regional Park, San Tan Mountain Regional Park, Usery
Mountain Regional Park, White Tank Mountain Regional Park, Spur Cross Ranch
Conservation Area, and the Maricopa Trail.
1.1 Annual Management Plan
All operational and maintenance functions will be implemented in an annual
management plan (hereinafter referred as “Annual Management Plan” or “AMP”).
The purpose of the AMP is to identify management, operational procedures to clarify
responsibilities, understandings and actions as they pertain to the Concessionaire’s
operations in place for the year. The AMP is to be consistent with the terms of the
Agreement.
1.1.1 The achievement of the objectives set out in the AMP will require the
commitment and efforts of MCPRD and the Concessionaire.
1.1.2 The AMP shall be developed and implemented annually by both parties. The
AMP shall be approved annually by the Concessionaire and the MCPRD’s
Director or his or her designee. The AMP shall remain in effect until
superseded by a new AMP in the following year. If variations are necessary
during the current year:
1.1.2.1 Notifications of variations requested must be sent to MCPRD per
Section 1.5.
1.1.2.2 No variation or deviation will be implemented until written approval
and execution by both parties for an AMP amendment.
1.1.3 The AMP provides for the annual review of the following working documents
for the management of the Complex. These exhibits reference the base items
to be contained in the AMP. Additional items can be added and/or determined
per Section 1.1.2 above.
Page 3
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

1.1.3.1 System, Services, Operations and Maintenance.
All management and maintenance operations associated with the
Concession will be conducted inside the boundary of the System, as
outlined in this Agreement and as described in Exhibit 1.0 System,
Services, Operations and Maintenance, attached hereto and
incorporated herein by this reference.
1.1.3.2 Administrative Functions.
All daily administrative functions for interactions within the System,
as outlined in this Agreement and as described in Exhibit 1.1.3.2
Administrative Functions, attached hereto and incorporated
herein by this reference.
1.1.3.3 Accounting and Fees.
Concessionaire is to provide all accounting and fee provisions as
outlined in this Agreement and as described in Exhibit 1.1.3.3
Accounting and Fees, attached hereto and incorporated herein by
this reference.
1.2 Safety.
Concessionaire is to provide all safety measures as outlined in this Agreement and
as described in Exhibit 1.2 Safety, attached hereto and incorporated herein by this
reference.
1.3 Marketing and Media.
Concessionaire is to abide by all marketing and media provisions as outlined in this
Agreement and as described in Exhibit 1.3 Marketing and Media, attached hereto
and incorporated herein by this reference.
1.4 MCPRD Organization Chart.
MCPRD Organization Chart is provided for points of contact in relation to AMP, as
provided in Exhibit 1.4 MCPRD Organizational Chart, attached hereto and
incorporated herein by this reference.
1.5 Notices, Current Addresses and Points-of-Contact.
All formal notices required or permitted under this Agreement shall be in writing and
given by 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.
Page 4
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

For the County: Maricopa County Parks & Recreation Department
Attn: Contract Administrator
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
Email: emilymiller@mail.maricopa.gov
Phone: (928) 501-9211
For the Concessionaire: Fat Bike, LLC dba Sonoran Outdoor Adventures
Attn: Marek Kulesza
17624 N. 40th Way
Phoenix, AZ 85032
Telephone: 847-372-3212
E-Mail: marek@sonoranoutdooradventures.com
2. General Provisions.
2.0 Term.
2.0.1 Effective Date.
The effective date of this Agreement will be from the date approved by the
Maricopa County Board of Supervisors (the “Effective Date”).
2.0.2 Contract Year.
Contract Year 1 of this Agreement will be from the Effective Date through
December 31, 2016. Subsequent Contract Years will be from January 1st
through December 31st.
2.0.3 Term and Renewal Option.
The term for this Agreement will be for a period from the Effective Date
through December 31, 2016 (herein after referred to as “Term”).
2.0.3.1 Beginning on January 1, 2017, this Agreement shall automatically
renew for ten (10) additional terms of one (1) year each (herein after
referred to as “Renewal Option”). Automatic Renewal Options are
based on:
2.0.3.1.1 If either Party requests changes to the AMP and changes
been reviewed and approved by both Parties by October
1st of the ending Contract year; or
2.0.3.2.1 If both Parties agree in writing that the AMP has no
modifications.
2.0.3.2 If either Party provides written notice to the other Party on or before
October 1st of the ending Contract Year of its intent not to enter into
the Renewal Option for the next Contract Year and, if such notice is
given, the Agreement shall expire on December 31st of the
respective Contract Year.
Page 5
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

2.0.3.3 Each Renewal Option shall continue in full force and effect for the
period commencing January 1st of the new Contract Year through
December 31st of the respective Contract Year. All Terms and
provisions of this Agreement shall remain in full force and effect
throughout each Renewal Option. The Parties hereby agree that the
County shall not be liable to the Concessionaire or any of its
officers, employees, agents or contractors at law or in equity for
giving notice and not entering into a Renewal Option.
2.1 Termination
2.1.1 Termination due to Conflict of Interest.
The Parties acknowledge that this Agreement is subject to cancellation
pursuant to the provisions of A.R.S. §38-511.
2.1.2 Termination for Cause.
This Agreement may be terminated in whole or in part, at any time, by the
County, upon thirty (30) days prior notice to the Concessionaire without any
penalty or liability to the County. The Concessionaire and its employees,
agents, officers, directors, members, successors, or assigns hereby waive
any and all rights to bring any claim against the County, or its employees,
agents, officers, directors, members, successors or assigns from or relating in
any way to the County’s termination of this Agreement pursuant to this
Section 2.1. Representative reasons for “cause” include, but are not limited
to:
2.1.2.1 For any reason the real property reverts back to the agency from
which the respective patent was received.
2.1.2.2 New requirements make a continuation of the Agreement infeasible,
i.e. licensing or permitting requirements.
2.1.2.3 New operational or recreational requirements make a continuation
of the Agreement unreasonable.
2.1.2.4 Unsatisfactory performance on the part of the Concessionaire or
failure to comply with the provisions of this Agreement. The Director
of the Parks and Recreation Department or his or her designee is
hereby given the authority to exercise the County’s termination
rights in the event any payment required by this Agreement is late
by more than sixty (60) days, or if any report required by this
Agreement is delinquent by more than sixty (60) days.
2.1.3 Termination by the Concessionaire.
The Concessionaire may terminate this Agreement without cause by
providing advance written notice of the intent to terminate. The
Concessionaire must provide notice of termination in writing a minimum of
Page 6
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

thirty (30) days in advance of the requested termination date. The notice of
termination will be effective providing that there are no outstanding fees or
other outstanding duties of the Concessionaire. If outstanding fees or
requirements do exist, the termination will not be effective until all outstanding
fees have been paid and the requirements are satisfied.
2.1.4 Restoration Upon Termination
The Concessionaire will be required to restore any modifications to existing
System trails as identified in Exhibit 1.0 System, Services, Operations and
Maintenance, to their original condition upon Effective Date of this
Agreement, within forty-eight (48) hours of expiration or termination of the
Agreement. If any restoration is not completed within forty-eight (48) hours of
expiration or termination of the Agreement, the County is permitted, in its sole
discretion, to complete such restoration, and Concessionaire shall be solely
responsible for reimbursing County for any and all reasonable costs incurred
by the County for such restoration. Concessionaire shall pay County for such
costs within fifteen (15) days of receiving an invoice from County.
2.1.5 Holdover.
Should the Concessionaire, with the consent of the County, continue to
provide the services described herein after the expiration of the Term or
Renewal Option, without having entered into a subsequent Agreement of like
nature and content to this Agreement, such continued service shall be
deemed a holdover of the licensed facility on a month-to-month basis, with all
of the terms and conditions of this Agreement to continue in full force and
effect. The term of the holdover shall not exceed a period of ninety (90) days.
2.2 Default, Insolvency, Remedies.
2.2.1 Default by the Concessionaire.
It shall be a default and breach of this Agreement if any of the following shall
occur at any time during the Term or Renewal Option:
2.2.1.1 The Concessionaire shall fail to make payment of any monetary
sums specified to be paid by the Concessionaire under this
Agreement on or before the date the same shall become due, and
such failure shall be continued for a period of twenty (20) days after
notice of such default is given to the Concessionaire, or
2.2.1.2 The Concessionaire shall fail to observe or perform any of the
Concessionaire’s other covenants, agreements or obligations
hereunder, and such failure shall continue for a period of thirty (30)
days after notice of such default is given to the Concessionaire,
provided, however, that if such default is of a nature that it cannot
reasonably be cured within said thirty (30) days, then the cure
period may be extended by mutual agreement by the Parties, in
writing, for such longer time as may be reasonably necessary, so
long as the Concessionaire commences to cure failure within said
Page 7
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

thirty (30) day period, in good faith and with due diligence, and
thereafter diligently and continuously pursues the same to
completion; or
2.2.1.3 If a petition to have the Concessionaire adjudicate a bankrupt or
other proceeding under any Federal or State law relating to
bankruptcy, bankruptcy reorganization, insolvency or relief of
debtors is filed or instituted by the Concessionaire or is filed or
instituted against the Concessionaire, debtor, and not be dismissed
within ninety (90) days from the date of such filing or institution, or
the Concessionaire fails to notify the County of any such filing within
twenty (20) days of the filing date of the petition, or
2.2.1.3.1 A receiver, guardian, conservator, trustee or assignee, or
any other similar officer or person shall be appointed to
take charge of all of the property of the Concessionaire,
and such appointment is not vacated within ninety (90)
days after the date of filing, or
2.2.1.3.2 The Concessionaire shall make any general assignment
for the benefit of creditors, or
2.2.1.3.3 The Concessionaire shall make any general assignment
for the benefit of creditors, or
2.2.1.3.4 All of the Concessionaire’s assets as an interest in the
Concession are subjected to attachment, execution or
other judicial seizure.
2.2.2 County’s Remedies on Default.
Upon default hereunder by the Concessionaire, the County shall be entitled
to exercise the following remedies:
2.2.2.1 The County may, at the election of the County, terminate this
Agreement by giving the Concessionaire notice of termination. On
the giving of the notice of termination, all of the Concessionaire’s
rights in the Concession and under this Agreement shall terminate.
Termination under this Section 2.2.2 shall not relieve the
Concessionaire from the payment of any sums then due to the
County or from any claim for damages previously accrued or then
accruing against the Concessionaire. If the Agreement is
terminated in accordance with these provisions, the Concessionaire
hereby covenants to peaceably and quietly surrender the
Concession to the County and to execute and deliver to the County
such instruments as shall be required by the County, as will properly
evidence termination of the Concessionaire’s rights hereunder and
its interest herein.
2.2.2.2 The County may sue for specific performance and/or exercise any
other remedy available to the County at law or in equity.
Page 8
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

2.2.3 Concessionaire’s Remedies.
The County shall be in default under this Agreement if the County fails to
perform any of its obligations hereunder and such failure to perform continues
for a period of thirty (30) days after written notice thereof from the
Concessionaire to the County (unless such failure cannot reasonably be
cured within thirty (30) days, in which event the County shall have
commenced to cure said breach or failure within said thirty (30) day period
and shall diligently pursue cure of the failure or breach to completion to avoid
being in default). Should the County be in default pursuant to the terms of
this Section 2.2.3, the Concessionaire may terminate this Agreement with
thirty (30) days written notice to the County.
2.3 Indemnification and Insurance.
2.3.1 Indemnification.
2.3.1.1 In addition to the indemnification provisions provided for
elsewhere in this Agreement, the Concessionaire shall indemnify
and hold harmless the 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 by
third parties in connection with the use and operation of facilities
for the Concession or , arising out of or in any way caused by or
related to any activity, condition or event arising out of the
performance or non-performance of the provisions of this
Agreement, except to the extent caused by the gross negligence
or willful misconduct of the County or any of its departments,
agencies, officers, employees or agents.
2.3.1.2 The Concessionaire or any of its contractors or subcontractors
shall not have any authority to create any lien against the County
for labor, materials, or services furnished by the Concessionaire,
its contractors or subcontractors. If, because of any act or
omission (or alleged act or omission) of the Concessionaire, any
mechanic’s, materialman’s or other lien, charge or order for the
payment of money shall be filed or recorded against the County
(whether or not such lien, charge or order is valid or enforceable
as such), the Concessionaire shall immediately notify the County.
The Concessionaire will, at its own expense, cause the same to
be canceled and discharged of record within thirty (30) days after
the Concessionaire will have received notice of the filing thereof,
or the Concessionaire may, within said period of time, furnish to
the County a bond satisfactory to the County against said lien,
charge or order, in which case the Concessionaire will have the
right in good faith to contest the validity or amount thereof.
Page 9
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

2.3.1.3 The Concessionaire shall indemnify and hold harmless County, its
successors in interest and assigns, from any liability, damage,
expenses, costs or attorney(s’) fees incurred arising from any and
all claims as a result of the consumption of food and/or beverage
(alcohol and non-alcohol) sold by Concessionaire or any of its
agents, contractors, vendors, officers, employees, assigns,
designees or invitees due to the rights granted to the
Concessionaire pursuant to the terms of this Agreement or as a
result of any negligent act or omission by the Concessionaire or
any of its agents, contractors, vendors, officers, employees
assigns, designees or invitees.
2.3.2 Insurance.
The Concessionaire shall maintain the following insurance coverage:
2.3.2.1 General liability insurance: One million dollars ($1,000,000) per
occurrence; two million dollars ($2,000,000) per aggregate.
2.3.2.2 Additional insured status with an endorsement as broad as ISO
Additional Insured Endorsement CG20101185.
2.3.2.3 Vehicle liability: Five hundred thousand dollars ($500,000)
combined single limit for all vehicles.
2.3.2.4 Statutory workers’ compensation and employer’s liability of five
hundred thousand dollars ($500,000) per accident, five hundred
thousand dollars ($500,000) per disease and five hundred
thousand dollars ($500,000) disease policy limits.
2.3.2.5 Waiver of subrogation/recovery against the County to be
included in all policies.
2.3.2.6 Coverage must include environmental clean-up unless
documentation is provided by the Concessionaire that this is not
available or feasible.
2.3.3 Additional Requirements.
The County, Bureau of Reclamation and Bureau of Land Management will be
named as “additional insured” under all policies of insurance with the
exception of Worker’s Compensation policy. Copies of all insurance policies
or certificates thereof will be made available to the County upon request.
Copies of the Certificate of Insurance (COI) will be furnished annually to the
County. The County will be given thirty (30) days advance written notice of
cancellation of a policy, non-renewal, or change in coverage or limits.
2.4 Compliance.
2.4.1 The Concessionaire hereby agrees and shall comply with all applicable
federal, state, county and city statutes, laws, ordinances, rules, policies,
Page 10
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

regulations and instructions, including Maricopa County Parks and
Recreation Department’s rules and regulations (attached as Exhibit 2.4 Park
Rules), in effect now or as may be amended or added, which apply to the
management, operation and maintenance of the Concession and to keep fully
informed of, and in compliance with, any changes or revisions thereto. .
2.4.2 Maricopa County has issued Policy A1515, Acceptance of Gifts by County
Employees is Prohibited. It has been Maricopa County’s policy that
employees may not accept any gifts or favors that would lead toward
favoritism or the appearance of favoritism. Similarly, Arizona law prohibits
County employees and members of boards, committees, and commissions
from receiving anything of value or any compensation other than their normal
salary for any service rendered in connection with that person’s duties with
Maricopa County. (See A.R.S 38-505). Further, in compliance with the Policy
#A1515, authorization for Parks and Recreation Department Staff and
Volunteers to accept guided trail ride and other concessionaire opportunities
for the purpose of education is allowable upon advanced written authorization
by the Director of Maricopa County Parks & Recreation or his or her
designee.
2.5 Assignment.
The Concessionaire may not assign or subcontract any of the Concessionaire’s
rights or interests in the Agreement without prior written approval of the County,
which approval is hereby delegated to the Director of MCPRD, and such approval
shall be at the discretion of the County or the Director of MCPRD, as the case may
be.
2.6 Equal Opportunity Employment Requirements.
The Concessionaire shall not discriminate against any employee or applicant for
employment because of race, age, handicap, disability, color, religion, sex, sexual
orientation or national origin. The Concessionaire shall comply with Title VI and Title
VII of the Federal Civil Rights Act; the Federal Rehabilitation Act; the Age
Discrimination in Employment Act; the Americans with Disabilities Act of 1990,
A.R.S. §41-1461 et. seq., A.R.S. §41-1492 et. seq.,29 U.S.C. §721 (Section 504),
and Arizona Executive Order 75-5 which mandates that all persons shall have equal
access to employment opportunities.
2.7 Immigration Reform and Control Act of 1986 (I.R.C.A.).
The Concessionaire understands and acknowledges the applicability of the I.R.C.A.
The Concessionaire agrees to comply with the I.R.C.A. and Arizona statutes, in the
performance of this Agreement and, upon request, permit the County to inspect
personnel records to verify such compliance.
2.8 Employer Sanctions Law and Employment Eligibility.
2.8.1 That the Concessionaire and its subcontractors, if any, warrant their
compliance with all federal immigration laws and regulations that relate to
their employees and their compliance with A.R.S. §23-214, et. seq.;
Page 11
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

2.8.2 That a breach of a warranty under Subsection A above, shall be deemed a
material breach of the contract that is subject to penalties up to and including
termination of the contract; and
2.8.3 That the contracting government entity retains the legal right to inspect the
papers of any Concessionaire or sub-concessionaire’s employee who works
on the contract to ensure that the Contractor or subcontractor is complying
with the warranty provided under Subsection A above and that the
Concessionaire agrees to make all papers and employment records of said
employee(s) available during normal working hours in order to facilitate such
an inspection; and
2.8.4 That nothing herein shall make any Concessionaire or sub-concessionaire an
agent or employee of the contracting government entity; and
2.8.5 The Concessionaire warrants that it is in compliance with verification of
employment eligibility and E-Verify Program.
2.9 Taxes.
2.9.1 The Concessionaire shall pay taxes of whatever character which may be
levied or charged upon:
2.9.1.1 The Concessionaire’s rights under this Agreement; or
2.9.1.2 Upon the Concessionaire’s furniture, equipment or other property; or
2.9.1.3 Upon the Concessionaire’s operations under this Agreement.
2.9.2 No leasehold or other real property interest is being created or conveyed
upon which tax consequences may exist.
2.10 Covenants against Contingent Fees.
The Concessionaire warrants that no person or selling agency has been employed or
retained to solicit or secure this Agreement upon an agreement or understanding for
a commission, percentage, brokerage, or contingency fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by
the Concessionaire for the purpose of securing business. For breach or violation of
this warranty, County shall have the right, as its exclusive remedy, to recover the full
amount of such commission, percentage, brokerage or contingency fee.
2.11 Organization – Employment Disclaimer.
2.11.1 The Agreement is not intended to constitute, create, give to, or otherwise
recognize a joint venture agreement or partnership or formal business
organization of any kind between the County and the Concessionaire and the
rights and obligations of the Parties shall be only those expressly set forth in
this Agreement.
Page 12
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

2.11.2 The Parties agree that no person(s) supplied by the Concessionaire in the
performance of obligations under the Agreement are considered to be the
County’s employees and that no rights of the County’s civil service,
retirement, or personnel rules apply to such person(s).
2.11.3 The Concessionaire shall have total responsibility for determining employee
eligibility, all salaries, wages, insurance or any type, bonuses, retirement
withholdings, worker’s compensation, other employee benefits and all taxes
and premiums appurtenant thereto concerning such persons and shall save
and hold the County harmless with respect thereto.
2.12 Waiver.
The waiver by either Party of any breach of any one or more of the covenants,
conditions or provisions of this Agreement shall not be construed to be a waiver of
any subsequent or other breach of said covenants, conditions or provisions of this
Agreement. Any failure on the part of either Party to require or exact full and
complete compliance with any of the covenants, conditions or provisions of the
Agreement shall not be construed to, in any manner, change the terms hereof or
preclude such Party from enforcing the full provisions of this Agreement.
2.13 Agent, Employees, Contractors, Subcontractors.
The Concessionaire will ensure full compliance with all applicable Terms and
Renewal Options and conditions of this Agreement by its agents, employees and
contractors (including sub-contractors of any tier) and their respective employees.
Failure or refusal of the Concessionaire or its agents, employees, contractors, sub-
contractors or their employees to comply with these terms and conditions will be
deemed a breach of this Agreement.
2.14 Paragraph/Section Headings.
The paragraph or section headings used in this Agreement are for the purpose of
convenience of reference only. They will not be construed in any manner, or to any
extent, to limit or to extend the effect or meaning of the terms and provisions
contained thereunder.
2.15 Severability/Validity.
The Parties intend for this Agreement to comply with applicable laws. If any
provision of this Agreement is determined to be invalid, void, or illegal, then such
determination shall not affect, impair, or invalidate any other provision hereof, the
remaining provisions shall remain in full force and effect and the Parties shall use
their commercially reasonable efforts to restate the invalid provision to the end that it
complies with applicable laws.
2.16 Suspension and Debarment and Executive Orders 12549 and 12689.
2.16.1 The March 2004 OMB Circular A-133 Compliance Supplement pertaining to
the U.S.C. Code has been changed. Before November 26, 2003, contractors
Page 13
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

receiving individual awards for one hundred thousand dollars ($100,000) or
more and all sub-recipients have to certify that the organization and its
principals were not suspended or debarred. As of November 26, 2003, when
the County enters into a covered transaction with an entity (contracts for
goods and services expected to equal or exceed twenty five thousand dollars
($25,000) and sub-awards to sub-recipients), the Federal Entities are
prohibited from contracting with or making sub-awards under covered
transactions to Parties that are suspended or debarred or whose principals
are suspended or debarred.
2.16.2 Effective November 26, 2003, when a Non-Federal Entity (the County) enters
into a covered transaction with an Entity at a lower tier, the Non-Federal
Entity (the County) must receive verification that the Entity is not suspended
or debarred or otherwise excluded. As such, each prospective concessionaire
must submit a certification (e.g. certified letter) within sixty (60) days of award
that it is not currently under such suspension or debarment. Requirements
for suspension and debarment are contained in the Federal codification of the
government-wide non-procurement debarment and suspension common rule,
which implements Executive Orders 12549 and 12689, Debarment and
Suspension.
2.17 Consents and Approvals.
The Parties agree to act in good faith and with fair dealing with one another in the
execution, performance and implementation of the terms and provisions of this
Agreement. Whenever the consent, approval or other action of a Party is required
under any provision of this Agreement, such consent, approval or other action shall
not be unreasonably withheld, delayed or conditioned by a Party unless the provision
in question expressly authorizes such Party to withhold or deny consent or approval
or decline to take action in accordance with a different standard, in which case the
consent or approval or the decision to not take action may be withheld, delayed or
conditioned in accordance with the different standard.
2.18 Further Assurances; Cooperation.
Each of the Parties hereto shall execute and provide all additional documents and
other assurances that are reasonably necessary to carry out and give effect to the
intent of the Parties reflected in this Agreement.
2.19 No Third Party Beneficiaries.
Except as may be otherwise expressly and specifically set forth in this Agreement,
no person or entity shall be deemed a third party beneficiary of any of the provisions
of this Agreement.
2.20 Conflict of Interest.
The Parties acknowledge that this Agreement is subject to cancellation pursuant to
the provisions of A.R.S. §38-511(A) which reads that “The state, its political
subdivisions or any department or agency of either may, within three years after its
execution, cancel any contract, without penalty or further obligation, made by the
Page 14
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

state, its political subdivisions, or any of the departments or agencies of either if any
person significantly involved in initiating, negotiating, securing, draft creating the
contract on behalf of the state, its political subdivisions or any of the departments or
agencies of either is, at any time while the contract or any extension of the contract is
in effect, an employee or agent of any other party to the contract in any capacity or a
consultant to any other party of the contract with respect to the subject matter of the
contract.”
3. Entire Agreement; Modification.
This Agreement, together with any supplemental provisions attached hereto, constitutes the
entire agreement between the Parties and sets forth all of the covenants, promises,
agreements, conditions or understandings, either oral or written, between the
Concessionaire and the County, other than as set forth herein, and those agreements that
are executed contemporaneously herewith. This Agreement shall be construed as a whole
and in accordance with its fair meaning and without regard to any presumption or other rule
requiring construction against the party drafting this Agreement. This Agreement cannot be
modified or changed except by a written instrument executed by the Concessionaire and the
County. The Concessionaire and the County have reviewed this Agreement and have had
the opportunity to have it reviewed by legal counsel.
4. Attorney Fees.
If suit or action is commenced to enforce compliance with any term, covenant or condition of
this Agreement, including any action undertaken in the context of bankruptcy proceedings,
the Party not prevailing shall pay to the prevailing Party a sum which the trial judge
determines is reasonable as attorney fees to be allowed in the suit or action, and court
costs, and if appeal is taken from any judgment or decree in the suit or action, the Party not
prevailing on the appeal shall pay to the prevailing Party such further sum as the appellate
court shall adjudge reasonable as attorney fees on appeal, and court costs.
5. Severability.
If any term, covenant, condition or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions
hereof shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.
6. Force Majeure.
The occurrence of any of the following events shall excuse performance of such obligations
of a Party as are rendered impossible or reasonably impracticable to perform while such
continues: strikes; lockouts; acts of God; inability to get materials; governmental restrictions;
enemy or hostile governmental action; fire or other casualty; and other causes beyond the
reasonable control of the Party obligated to perform (all events of “Force Majeure”).
7. Authority.
Each Party covenants and warrants to the other Party that: (a) it is duly authorized to
execute this Agreement; and (b) the execution of this Agreement has been duly authorized
by the Applicable Party.
Page 15
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

8. Legal Effect of the Agreement.
This Agreement is terminable only in accordance with the express and specific provisions
hereof. This Agreement does not create a leasehold estate and the County shall at all times
remain the patent holder of the real property.
9. Delegation of Authority.
The Department Director Maricopa County Parks and Recreation Department or his or her
designee, is authorized to conduct required administrative actions as may be necessary to
carry out the spirit and intent of the Agreement.
10. Representation and Warranties of County.
10.0 The County represents and warrants to the Concessionaire that the following
statements are true, correct and complete:
10.0.1 The County has complete and full authority to execute this Agreement and to
grant to the Concessionaire the rights contemplated by this Agreement. All
governmental actions required to be taken by the County to authorize
execution of this Agreement by the County and performances by the County
of its obligations hereunder have been taken and this Agreement is binding
upon and enforceable against the County in accordance with its terms; and,
10.0.2 To the best of the County’s knowledge, there are no lease agreements,
maintenance contracts, service agreements or other contracts of any nature
which pertain to, cover or affect the Concession except as disclosed in this
Agreement.
10.1 In the event of a breach of a representation or warranty as set forth herein, the
Concessionaire shall notify the County of same and deliver to the County such
information as is necessary to enable the County to remedy the breach. The
Concessionaire shall cooperate with the County to remedy the breach.
11. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
Faxed, emailed and copied signature, are acceptable as original signatures.
12. Time is of the Essence.
Time is of the essence of this Agreement. If the date for performance of any obligation
hereunder or the last day of any time period provided herein shall fall on a Saturday, Sunday
or legal holiday, then said date for performance or time period shall expire on the first day
thereafter which is not a Saturday, Sunday or legal holiday.
Page 16
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

DATED this ________day of _____________________________, 2016
MARICOPA COUNTY FAT BIKE, LLC
BOARD OF SUPERVISORS dba SONORAN OUTDOOR ADVENTURES
____________________________ _____________________________
Chairman Date By: Date
ATTEST
__________________________________
Clerk of the Board Date
Approved as to Form:
__________________________________
Attorney for Maricopa County Date
Page 17
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

EXHIBIT 1.0 System, Services, Operations, and Maintenance
Exhibit 1.0 System, Services, Operations, and Maintenance as stated herein, provides the
working document for the systems, services provided, daily operation and maintenance parameters
that will be reviewed annually, no later than December 31 of each year, as part of the Annual
Management Plan (AMP) pursuant to the terms of the Agreement.
1. The Concessionaire is restricted to designated trails and will not leave the designated trails
and/or designated event areas (ie competition track, ramadas, etc) and will not conduct
events in the open desert. The Concessionaire is not allowed to create new trails or create
trail shortcuts without the approval of the Park Supervisor.
2. System Maps:
Page 18
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

XHIBIT 1.0 System, Services, Operations, and Maintenance Continued
2. Parks Considered as part of this Agreement:
Adobe Dam Regional Park
Buckeye Hills Regional Park
Cave Creek Regional Park
Estrella Mountain Regional Park
Lake Pleasant Regional Park
McDowell Mountain Regional Park
San Tan Mountain Regional Park
Usery Mountain Regional Park
White Tank Mountain Regional Park
Spur Cross Ranch Conservation Area
Maricopa Trail
Park Notification Numbers:
Adobe Dam / Cave Creek Regional Park / Spur Cross: 623-465-0431
Buckeye Hills / Estrella Mountain Regional Park: 623-932-3811
Lake Pleasant Regional Park: 602-372-7460
McDowell Mountain Regional Park: 480-471-0173
San Tan Mountain Regional Park: 480-655-5554
Usery Mountain Regional Park: 480-984-0032
White Tank Mountain Regional Park: 623-935-2505
Maricopa Trails / Vulture Mountain Recreation Area: 602-506-2930
*City Jurisdiction for Possible Business License:
Adobe Dam Regional Park City of Phoenix
Buckeye Hills Regional Park Buckeye or Unincorporated Maricopa County
Cave Creek Regional Park: Town of Cave Creek
Estrella Mountain Regional Park: Avondale or Goodyear or Unincorporated
Maricopa County
Lake Pleasant Regional Park: Peoria
McDowell Mountain Regional Park: Fountain Hills
San Tan Mountain Regional Park: Queen Creek
Usery Mountain Regional Park: Mesa
White Tank Mountain Regional Park: Surprise or Unincorporated Maricopa County
Page 19
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

EXHIBIT 1.0 System, Services, Operations, and Maintenance - continued
3. Services
3.0 All guides (staff) will be competent and experienced in conducting guided trips.
Guides will have knowledge of the area, the Park and the trails. Guides will become
an ambassador for the System. They will do everything in their power to make
certain each guided event is a quality experience. Under no circumstances will
guides be in charge of events when they do not meet the qualifications listed above
or are not familiar with the particular trail being traveled. If concession is allowed to
provide services at Lake Pleasant Regional Park (“LPRP”), the Lake Pleasant Park
Supervisor may audit any program given to the public related to the information
presented to the participant such as but not limited to Lake Pleasant history, dam
construction, Central Arizona Project information, basically anything related to
education about LPRP.
3.1 Concessionaire shall furnish operations, services, facilities or maintenance as stated
herein in a diligent, professional and creditable manner satisfactory to the County.
Variance from the following listed special events will be submitted to the County for
concurrence in writing prior to being implemented:
3.1.1 Guided Hiking Tours
3.1.2 Mountain Biking - Rental and Guided Tours
3.1.3 Un-motorized Watercraft (ie kayaks, canoes, paddleboards) - Rental and
Guided Tours
4. Operations
4.0 The AMP will provide the overarching department guidance. The Park Supervisor
will be responsible for specific coordination to include, but not limited to the following:
4.0.1 The Concession can be located and will operate only in areas authorized by
the Park Supervisor or as otherwise directed by representatives in authority,
i.e. Maricopa County Sheriff’s Office, Arizona Fish and Game Department.
Entering into this Agreement does not construe that Concessionaire is
allowed exceptions to access any closed areas of Lake Pleasant nor does it
allow for extended use of the 10 or 4 lane launch ramp, special parking or
boat docks.
4.0.2 Site selection will consider factors including, but not limited to, required
facilities needed to support operations; other activities or concessions during
the same period; the nature of the event to be supported, etc.
4.0.3 Concessionaire shall be responsible for coordination of major events (more
than 15 people on guided tours) with the Park Supervisor. The Park
Supervisor will accommodate dependent upon availability. Email to Park
Supervisor the advance schedule within 30 days (modifications within 7 days)
to include but not limited to:
Page 20
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

EXHIBIT 1.0 System, Services, Operations, and Maintenance - continued
4.0.3.1 Event name.
4.0.3.2 Date and Time for the following:
4.0.3.2.1 Location
4.0.3.2.2 Arrival for Set Up
4.0.3.2.4 Arrival for Participants
4.0.3.2.5 Length of Tour
4.0.3.2.6 End of Event
4.0.3.3 Number of participants and crew.
4.0.3.4 Other vendor information.
4.0.3.5 Describe with specifics for entry to the Park (i.e. shuttle, car, bus)
4.0.4 Concessionaire’s locations for group gathering shall be arranged and
coordinated through Park Supervisor prior to an activity. If groups regularly
gather at locations and it is determined by the Park Supervisor that adverse
impact is being caused to an area, such gatherings may be halted or confined
to designated areas.
4.0.5 The Concessionaire’s vehicles and equipment will park only in areas
designated by the Park Supervisor. There will be no parking of vehicles or
equipment off of designated roadways or in the open desert or turf areas
unless authorized by Park Supervisor.
4.0.6 Concessionaire is authorized to coordinate services currently provided by
Parks, i.e. Ranger Interpretative Programs.
4.0.7 Utilizing Park roads for event will require a permit through Maricopa County
Department of Transportation (“MCDOT”). At no time is the Concessionaire
allowed to stop traffic on Parks roads without an approved Traffic Control
Plan and Permit from MCDOT, which includes staff and the control
equipment to be placed per the issued permit.
4.0.7 Utilizing Adobe Dam Regional Park Concessionaires for co-sponsored events
will require a special use permit with approval through Maricopa County
Flood Control District (“MCFCD”). Application for the Special Use Permit
cannot be waived.
4.1 The Concessionaire shall provide, at its own expense, all equipment, furnishings and
supplies necessary to fulfill its obligations under the terms and conditions of this
Agreement.
Page 21
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

EXHIBIT 1.0 System, Services, Operations, and Maintenance - continued
4.2 Concessionaire maybe authorized to set-up temporary structures/ canopies for use
during the event for Concession operations, upon coordination and approval with the
Park Supervisor as to location.
4.2.1 The Concessionaire is required to identify and obtain all necessary permits
from the appropriate permitting agencies for use of the temporary
structures/canopies.
4.2.2 If staking it to take place, the Concessionaire is responsible for Blue Staking
the area as not to damage underground infrastructures (ie irrigation lines,
phone lines, etc).
4.2.3 Set-up will not occur before the start of each day’s event or activity or as
coordinated with the Park Supervisor.
4.2.4 Temporary structures will be removed upon completion of the event or each
day’s operations.
4.2.5 The Concessionaire is responsible for proper staking, etc. to preclude the
temporary structure/canopy being blown down in event of wind or inclement
weather. Stakes will not exceed six (6) inches in length.
4.3 Camping, facility and ramada rental fees: If reserving for an event, fees are due at
the time a reservation is made with Park staff.
4.4 The Concessionaire is responsible for the providing of a source of water that may be
required which would be in addition to what is currently available within the Park.
Park personnel are not responsible for the providing of additional water in support of
activities.
4.5 Concessionaire is not authorized to use a generator or any sound generating devices
within the Park boundary unless approved by Park Supervisor.
4.6 Restricted (Not Authorized) Services at Lake Pleasant:
4.6.1 Concessionaire will not conduct commercial activities at Scorpion Bay
Marina, including, but not limited to the picking up or loading participants from
the docks of Scorpion Bay.
4.6.2 Items currently identified or to be identified that through contractual
arrangement with Scorpion Bay Marina, MCPRD concessions that would
create unfair competition or that would be in violation of said agreements.
The intent of this restriction is to coordinate the providing of recreational
services and products not to unduly restrict.
4.6.3 Sale of products containing alcohol or any food, on land or water, in the
vicinity of Scorpion Bay Marina.
Page 22
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

EXHIBIT 1.0 System, Services, Operations, and Maintenance - continued
5.0 Maintenance
5.1 The Concessionaire is responsible for all maintenance costs associated with
the Concession.
5.2 The Concessionaire is responsible for the providing of trash receptacles and
the removing of trash and receptacles at the end of the event. The
Concessionaire will ensure that all garbage or debris left in the vicinity of the
Concession area after the completion of event is placed in an authorized
container. The Park Supervisor may increase the frequency of trash being
emptied.
5.3 Tables, eating areas, shaded areas, etc. will be kept clean, neat and sanitary
at all times and will follow all County/City food handling regulations.
Page 23
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

Exhibit 1.1.3.2 Administrative Functions
Exhibit 1.1.3.2 Administrative Functions as stated herein, provides the working document for the
daily administration parameters that will be reviewed annually, no later than December 31 of each
year, as part of the Annual Management Plan (AMP) pursuant to the terms of the Agreement.
The Concessionaire shall provide administrative functions as stated herein and in the Agreement in
a diligent, professional and creditable manner satisfactory to the County in compliance with all
applicable statutes, laws, ordinances, rules and regulations.
1. Performance Standards.
The Concessionaire shall furnish services as stated in this Agreement in a diligent,
professional and creditable manner satisfactory to the County in compliance with all
applicable statutes, laws, ordinances, rules and regulations. Evaluations will be made by
the Park Supervisor of the quality of operation of the Concession; the Contract Administrator
for MCPRD is responsible for audits, a minimum of one time per Contract Year, of the
Agreement to ensure compliance with all terms of this Agreement and AMP, and if areas are
determined to be deficient, these areas will be identified to the Concessionaire for
correction. The Concessionaire shall give full cooperation to the County in this evaluation
process. Failure to correct deficiencies will result in default on the part of the Contractor of
which Agreement Section 2.1 will apply.
2. Equipment
All required equipment (i.e., kayaks, paddle boards, helmets, life jackets, etc.) is either
provided by the participant or the Concessionaire. The Concessionaire agrees to maintain
the Concessionaire’s equipment in a manner to ensure safe operation for the guests.
3. Licenses, Permits
3.0 The Concessionaire is responsible for obtaining all required licenses, permits and
certificates (see EXHIBIT 1.0 System, Services, Operations and Maintenance)
3.1 The Concessionaire must be properly licensed; have the required
permits/certificates, including all required Health Permits; must be in compliance with
U.S. Coast Guard standards; captaining of boats will require Merchant Mariner
Credentials issued by United States Coast Guard.
4. Operation of Similar Concessions.
4.0 The County may operate or permit the operation of similar concessions that offer
“like” services throughout the System. At the option of the County, similar
concessions may be operating during the same event.
4.1 The County does not guarantee the Concessionaire any minimum number of events
throughout the Contract Year or any guaranteed revenue amount throughout the
Contract Year.
Page 24
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

Exhibit 1.1.3.2 Administrative Functions - continued
5. Operating Season.
The intent is that the Operating Season will be three hundred sixty five (365) days per year,
seven (7) days per week in support of scheduled events or as agreed upon by the Parties.
6. Park Closure.
The County reserves the right to close any area of the Park, including the area in which the
Concession is located and operated, when deemed necessary for public safety and health
purposes without any liability to the County for any compensation to the Concessionaire for
losses, including, but not limited to, 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 Concession Site or area of operation, based on public health and safety,
availability of parking spaces, or any other reason deemed by the County to be in the public
interest, in the judgment of the County, or closure that may be deemed necessary due to
resource management, such as Eagle closure, habitat development, species management,
including Federal Regulations at Lake Pleasant, without any liability to the County for any
compensation to the Concessionaire for losses, including, but not limited to, lost income,
wages or other compensation which may be claimed by the Concessionaire.
7. Public Access.
7.0 The Concessionaire may restrict public access within the Concession during hours of
operation and non-operation for reasons of security or health and safety.
7.1 The Concession will be open to the public. No person shall be denied use of the
Concession because of race, sex, age, handicap, disability, color, religion, sexual
orientation or national origin. The Concessionaire reserves the right to deny any
person use of those portions of the Concession when it reasonably believes that
such use poses a direct threat to the health or safety of others.
Page 25
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

EXHIBIT 1.1.3.3 Accounting and Fees
Exhibit 1.1.3.3 Accounting and Fees as stated herein, provides the working document for the
overall financial parameters that will be reviewed annually, no later than December 31 of each year,
as part of the Annual Management Plan (AMP) pursuant to the terms of the Agreement.
The accounting and fee parameters provides the administrative procedures for payments of annual
and minimum fees, payment of utilities. All fee, payment and fund structures as defined below may
be adjusted annually as per the AMP.
1. Admission and Park Entrance Fees
1.0 The Concessionaire is responsible for the management and collection of all fees for
their events or programs.
1.1 Users of the Concession will be required to pay the Park Entrance Fee upon each
entry to the Park unless in possession of a valid annual pass.
1.2 The Concessionaire is required to pay the Park Entrance Fee unless in possession
of an annual pass (“CMCA Pass” see Section 2.0 below).
2. Concessionaire Annual Pass
2.0 A Concessionaire Annual pass will be issued in conjunction with this Agreement. The
pass is restricted for business use only; using the pass for any reason beyond
business operations may result in revocation of privileges, including termination of
your Agreement.
2.1 One pass will be issued for each Concession Agreement free of charge, additional
passes (i.e. tour guides) will be $ 3.00. Provided you remain in good standing, the
pass will remain valid as long as you are an approved vendor with MCPRD.
3. Accounting Records.
3.0 The Concessionaire will maintain an accounting system which conforms to the
Generally Accepted Accounting Principles (GAAP) and which accurately reflects the
results of the entire operation of the Concession. These financial records will be
retained for a seven (7) year period from the current Contract Year. These financial
records will be made available for inspection or audit by county once per Contract
Year.
3.1 County has the right to audit payment records received for timeliness and accuracy a
minimum of once per Contract Year. Any fees determined to be due County will be
invoiced to the Concessionaire with payment due within twenty
(20) days.
Page 26
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

EXHIBIT 1.1.3.3 Accounting and Fees - Continued
4. Fee and Revenue Reporting.
4.0 Fees.
During the term of this Agreement, the Concessionaire will pay the County a fee
schedule as outlined in in this Exhibit. By definition, the fee is defined as the payment
due County (“Fee”). This fee structure is subject to change upon review of the AMP
and/or contract renewal.
4.0.1 Concessionaire will pay County the following fees according to the payment
schedule listed below. Payments accepted by credit card, checks or money
orders, made payable to Maricopa County Parks & Recreation Department
per Section 4.1.4 below.
Fee Amount
Administrative Fee (Initial and Each Amendment) $150.00
Concession Fee/Participant Fee $3.50 per Participant
Camping Permits Current fees listed on MCPRD website
Ramada Reservations Current fees listed on MCPRD website
for actual hours of event usage (not
including setup & teardown)
CMCA Annual Pass (one free) – Each additional pass $3.00 each
4.0.2 The Administrative Fee, by definition, is the fee assessed by the County for
the initial development of the Agreement; subsequent Amendments and
management of the Agreement. The Administrative Fee is payable upon
the Concessionaire signing the initial Agreement or Amendments to
Agreement, and prior to the Agreement being presented to the Maricopa
County Board of Supervisors (“Board”) for execution. If for some reason
the initial Agreement or Amendment is not executed by the Board, the
Administrative Fee will be refunded to the Concessionaire; otherwise, the
Administrative Fee is non-refundable.
4.0.3 The Concession Fee, by definition is the fee assessed by the County to
offset impact to the Park and create funds to be applied towards Park
Operations. Payment is due the County according to the fee payment
schedule outlined above in Section 4.1.3.
Page 27
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

EXHIBIT 1.1.3.3 Accounting and Fees – Continued
4.0.4 A Concessionaire Annual pass will be issued in conjunction with this
agreement. One pass will be issued for each Concession contract free of
charge, additional passes will be $3.00 each.
4.1 Attendance and Revenue Statement and Fee Payments.
4.1.1 An Attendance and Revenue Statement (“Statement”) is a form mutually
agreed upon between the County and Concessionaire will be used to report
participants and gross revenue (defined in Section 4.1.9 below) collected by
the Concessionaire. Statement shall be in the following format:
CONCESSIONAIRE NAME: Fat Bike, LLC dba Sonoran Outdoor Adventures
Reporting Period: ________________________________
Park Name Attendance # Bus/
And Per Event #Vans Coaches
Event Date $3.50 each $25.00/ea $55.00/ea
Totals:
Total Due Parks:
4.1.2 If no events were held or revenue generated during the Reporting Period, the
Concessionaire is still required to submit the Attendance Statement; however
indicate “No Events Held or Revenue Generated During this Reporting
Period”.
Page 28
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

EXHIBIT 1.1.3.3 Accounting and Fees – Continued
4.1.3 Fee Reporting and Payment Schedule shall be due as listed in the table
below. Should the County’s Due Date fall on a Saturday, Sunday or legal
holiday, then said Due Date shall be at the close of business on the first day
thereafter which is not a Saturday, Sunday or holiday.
Attendance & Fee Payment
Period Revenue Statement Date Due
Date Due County County
No Later than
July 1st – September 30th October 10th October 15th
October 1st – December 31st January 10th January 15th
January 1st – March 31st March 10th April 15th
April 1st – June 30th July 10th July 15th
4.1.4 Fee Payments (unless called in with Credit Card) and Statements are to be
emailed or mailed to:
Maricopa County Parks & Recreation Department
Attn: Contract Administrator
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
Email: emilymiller@mail.maricopa.gov
Phone: (928) 501-9211
Do not send Payments and Attendance and Revenue Statements
directly to the individual Park.
4.1.5 Late Payment Fee shall be ten percent (10%) of the amount due or $25.00
whichever is greater. Invoiced late fees are due the County by the Due Date
stated on the invoice. Should the County’s Due Date fall on a Saturday,
Sunday or legal holiday, then the Due Date shall be at the close of business
on the first day thereafter which is not a Saturday, Sunday or holiday.
4.1.6 Failure to pay the required fees shall be considered a breach of this
Agreement. In the event of litigation to enforce this provision (collection or
default), the County is entitled to recover its attorney’s fees and costs in such
proceedings.
Page 29
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

Exhibit 1.2 Safety
The Concessionaire is responsible for ensuring that adequate safety measures and personnel are
on-site for all events as defined in the Agreement and per Exhibit 1.0 System, Services,
Operations and Maintenance. All activities and events conducted by the Concessionaire will be
conducted in conformance with all relevant industry standards and in compliance with all applicable
federal, state and local statutes, regulations and ordinances relating to safety.
1. In event an unsafe operation of the Concessionaire is noted by the Park Supervisor or park
staff, operation will immediately be suspended until the risk or threat has been resolved to
the reasonable satisfaction of the Park Supervisor or park staff. Such suspension will be
without liability to the County for any compensation to the Concessionaire for losses,
including, but not limited to, lost income, lost revenue, wages or other compensation which
may be claimed by the Concessionaire.
2. It is the responsibility of the concessionaire to ensure the health and well-being of their staff
and participants. As such, it is highly recommended that guides and staff are trained and
certified in at-least basic first aid and cardio resuscitation techniques. Guides and staff will
have with them first aid kits and equipment to perform emergency medical services. Guides
and staff will be knowledgeable in the treatment of or prevention of inadequate hydration,
over exertion, musculoskeletal problems, unsafe acts, etc. In case of emergency, guides
and staff will contact appropriate emergency medical services then the Park Supervisor.
3. The Concessionaire is responsible for providing emergency communication with the Park
Supervisor for each guided event.
4. The County is not responsible for the providing of any security for the Concessionaire.
5. Emergency Evacuation.
5.0 The Concessionaire will be required to take direction from the Park Supervisor in
event of emergency evacuation.
5.1 In event of evacuation, items needed to support the Concession may be directed to
remain on-site; the County will not be liable for any loss or damage incurred.
6. Accident Reporting.
The Concessionaire will immediately report to the County any event which results in death
or injury requiring medical transport or medical attention. Reporting will be to the Park
Supervisor or the Regional Superintendent and/or Parks Operation Manager in the Park
Supervisor’s absence. In event an unsafe operation of the Concession is noted by the Park
Supervisor or park staff, operation will immediately be suspended until the risk or threat has
been resolved to the reasonable satisfaction of the Park Supervisor or designated person.
Such suspension will be without liability to the County for any compensation to the
Concessionaire for losses, including, but not limited to, lost income, wages or other
compensation which may be claimed by the Concessionaire.
Page 30
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

Exhibit 1.3 Marketing and Media
The Concessionaire is responsible for ensuring that all media, advertising materials and marketing
is family oriented and is reviewed and approved by MCPRD as noted herein. This includes, but not
limited to:
1. MCPRD or County will not provide promotion of this Concession on County websites
or social media.
2. 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.
3. Signs or other advertising posted on County land will be subject to the County’s and
any other applicable administrative agency’s approval as to location, design, size,
color and content prior to construction or use. All such signs will comply with all
applicable statutes, laws, ordinances, rules and regulations.
4. The Concessionaire is not authorized to accept advertising from vendors not located
at the Park (“Outside Vendors”) that desire to advertise their respective business to
visitors of the Concession.
5. The Concessionaire will coordinate media releases with the County prior to release.
The Parks’ PIO will receive a copy of all press releases and media distribution.
6. Logos and labels on the products dispensed will be limited to nutritional facts,
manufacturer information, the Concessionaire’s name and an encouraging scripture.
No other forms of advertising, brochures or material will be provided by the
Concessionaire.
Page 31
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

Exhibit 1.4 MCPRD Organizational Chart
RJ Cardin, Director
928‐501‐9200
rjcardin@mail.maricopa.gov
Operations and Facility Management Contract Administration Finance Department Marketing and Media
Jennifer Waller Emily Miller Patty Sanford Dawna Taylor
Operations Manager Contract Administrator Financial Analyst Public Information Officer
928‐501‐9202 928‐501‐9211 928‐501‐9208 928‐501‐9204
jenniferwaller@mail.maricopa.gov emilymiller@mail.maricopa.gov pattysanford@mail.maricopa.go dawnataylor@mail.maricopa.go
Page 32
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

MARICOPA COUNTY PARKS AND RECREATION
PARK RULES
Adopted August 13, 2003 by the Maricopa County Board of Supervisors
Revised January 13, 2016 by the Maricopa County Board of Supervisors
R-101 DEFINITIONS
The following definitions shall determine meanings for certain facilities, objects, entities or
activities.
1. “Abandoned Vehicle” means any vehicle, boat, trailer, or structure, which shows evidence of
being left unattended for a period of 48 hours unless displaying an official permit indicating a
stay in excess of 48 hours.
2. “Aircraft” means a structure or device for navigation of the air that is supported either by its
own buoyancy or by the dynamic action of the air against its surface.
3. “Camping” means erect ing a tent or shelter or arranging bedding, or both, for the purpose of,
or in such a way as will permit, overnight use; or parking a trailer camper or other vehicle for
the purpose of remaining overnight.
4. “Commission” means the Maricopa County Parks and Recreation Commission.
5. “County” means Maricopa County.
6. “Department” means the Maricopa County Parks and Recreation Department.
7. “Loudspeaker or public address system” means a device to amplify or direct sound.
8. “Maricopa County Park(s)” means any land or areas under the control of the Maricopa
County Board of Supervisors which has been designated as a Park, Recreation Area or
Conservation Area.
9. “Roads” means the entire width between the boundary lines of every way when any part
thereof is open, kept or maintained for use by the public for purposes of vehicular travel.
10. “Special Use Permit” means commercial or non-commercial permits issued by the
Department for activities outside a park’s activity design or which excludes the general public or
for which there is monetary gain.
11. “Swimming” means to propel one’s self in water by natural means; consequently aquatic
activities including the full or partial use of inner tubes, air mattresses or personal support
devices.
12. “Designated Trail” means an authorized recreational trail designed, constructed, and
maintained according to standards within the county manual; it is within Maricopa County
Parks’ boundaries and has been included in the Maricopa County Park trail system inventory.
R-102 SPECIAL USE PERMITS, FEES AND APPROVALS
1. Special Use Permits shall be required for eligible non-profit, government or private, as well
as commercial uses.
2. For eligible non-profit uses, a Special Use Permit is required of any person or group for any
activity outside each park’s activity design, or for the use of specific park areas that require the
exclusion of general public usage.
3. A Special Use Permit shall also be obtained in advance by any person or group wishing to
use a Maricopa County Park for eligible commercial uses.
4. Park Impact Fees for Special Use Permits shall be negotiated by the Department based on
the expenses related to the administration of the activity, protection of the park and visitors, and
in accordance with established fee schedules when applicable.
Page 33
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

5. The Department may require commercial applicants to enter into an agreement with the
County for a negotiated percentage of gross receipts not to exceed twenty (20) percent.
6. The Department may require the permittee to post a deposit against damage and clean-up
expense, provide a certificate of insurance naming the department as additionally insured,
and/or provide for adequate medical, sanitary and security services.
7. A performance and payment bond may be required from any permitee who is providing a
service that was solicited to provide any event or activity sponsored by the department.
8. The Department may impose conditions on the conduct of any activity, which are necessary
to protect the area and maintain its availability as a public park.
9. A Special Use Permit is not required for any person operating under the provisions of a valid
special use or commercial management concessions agreement with the department.
10. Special Use Permit applications, which are compatible with the management objectives of
the individual park, may be refused for health and safety reasons or to protect the park from
significant damages. With respect to competing non-profit uses, the use of park space shall be
granted on a first-come, first-served basis. With respect to competing commercial uses,
informal proposals shall be solicited and the Special Use Permit awarded to that
concessionaire which offers to provide the County with the highest potential revenue and/or
best recreational value to park patrons, provided the concessionaire does not have a poor
performance history on any prior permits.
11. All persons entering a park under a Special Use Permit are subject to all entrance and/or
use fees, and all rules and regulations concerning park resource and facility use. The total
amount of entrance fees owed by persons entering a park under a Special Use Permit, may be
calculated in advance and paid in accordance with terms negotiated as part of the Special Use
Permit.
12. A decision by the Department concerning any Special Use Permit may be appealed to the
Commission.
13. Applications for Special Use Permits may be obtained from an authorized representative of
the Department.
R-103 VIOLATIONS AND PENALITIES
1. Any person who violates any of these rules shall be guilty of a Class 2 misdemeanor.
2. Any person who violates any of these rules may also be evicted for failure to comply.
THE FOLLOWING ACTS ARE PROHIBITED IN MARICOPA COUNTY PARKS:
R-104 ENTRY, USE, OCCUPANCY, FEES
1. Entering, using, or occupying of a Maricopa County Park or its facilities, designated trails or
waterways under the supervision and control of the Department for any purpose when said
parks or areas are posted against such entrance, use, occupancy or where barriers exist.
2. Entering upon or using for any purpose, the land, water or facilities within the boundaries of
Maricopa County Parks when a fee, rental, admission or other consideration has been
established for such land, water or facilities, unless the person entering or using such land,
water or facility has paid said fee, rental, admission or other consideration.
R-105 ANIMALS AND PETS
1. Riding, permitting or allowing livestock, saddle, pack, or draft animals except on designated
trails or areas under special permit issued by the Department or by special provisions of a use
management agreement.
Page 34
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

2. Possessing, allowing or permitting a dog and/or other pets in a Maricopa County Park,
unless the same shall be under immediate control on a leash not exceeding 6 feet in length,
except the leash requirement shall not apply to dogs while being used in hunting, or in field
trials, or while being trained, when upon lands open to such uses and it does not interfere with
other park activities.
3. Possessing, allowing or permitting a dog in a Maricopa County Park without a current dog
license.
4. Allowing dogs or other pets, other than seeing-eye or hearing guide dogs, within the confines
of public park buildings.
5. Allowing dogs and/or other animals to create a nuisance, noise or disturbance in any area.
6. Failure of owners of pets to properly remove and dispose of any waste.
7. Scattering and/or depositing the ashes of any animal.
R-106 DISCHARGE OF FIREARMS, HUNTING AND TRAPPING
1. Except as provided by state law, discharging a firearm, shooting with bow and arrow, or
setting traps except in locations provided for that purpose and as permitted by Arizona Game
and Fish rules.
R-107 MOTOR VEHICLES AND BICYCLES
1. Operating any motorized vehicle except on roads and parking areas designated by the
Department for such purpose.
2. Abandoning any vehicle in any area of a Maricopa County Park. Vehicles violating this
section may be towed at the owner’s expense.
3. Parking a motor vehicle or trailer or other device towed by a motor vehicle in such a manner
whereby roads, parking areas or other traffic ways or traffic are blocked or otherwise impeded.
Vehicles violating this section may be towed at the owner’s expense if such violation constitutes
blockage of any emergency lane or otherwise interferes with park operations.
4. Operating a bicycle in a careless or reckless manner, or in disregard of the safety of any
person or property.
5. Utilizing bike ramps in non-designated areas.
6. Operating, without permission from the County, any motorized skateboard, motorized
scooter, moped or like device.
R-108 WATERCRAFT AND SWIMMING
1. Bringing into, or operating any watercraft upon any body of water, except at such places and
in such manner as designated for such use or purpose by the Department.
2. Storing or leaving any watercraft without first obtaining a permit issued by the Department or
its authorized concessionaire.
3. Swimming in areas posted against such use.
4. Cliff jumping.
R-109 VANDALISM
1. Destroying, damaging, or removing any tree, shrub, wildflower, cactus, or any other
vegetation, or any other vegetative product or by-products without first obtaining a written
permit from the Department.
2. Destroying, damaging, defacing or removing any County property or property administered
by the Department.
Page 35
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

R-110 LITTERING
1. Depositing or abandoning garbage, sewage, refuse, trash, waste, or other obnoxious
material, except in receptacles or containers provided for such purposes.
2. Throwing or breaking any glass, plastic or ceramic object leaving shards or other fragments
on park property.
R-111 PUBLIC BEHAVIOR
1. Conducting one’s self in a disorderly or intoxicated manner, or using threatening, abusive, or
boisterous or insulting language, or conducting or participating in a disorderly assembly, or to
solicit for any purpose.
2. Engaging in noisy conduct, operating generators or motors, operating radios, or otherwise
making loud or disturbing noises that may disturb the peace of the area between the hours of
10:00 p.m. and 6:00 a.m.
3. Public urination or public defecation.
4. Engaging in noisy conduct that disturbs the peace.
R-112 CAMPING
1. Camping without first obtaining a written permit issued by the Department
2. Failure to obey all written or posted camping regulations.
R-113 FIRES
1. Building fires except in designated places.
2. Building fires in any area posted against such use.
3. Building wood or charcoal fires at any time posted against such activity (during fire ban).
4. Use of gas or propane stove or grills when use is prohibited (during extreme fire ban).
5. Abandoning any fire without completely extinguishing it.
6. Allowing a fire to escape from control.
R-114 PUBLIC OR COMMERCIAL ACTIVITES
1. Conducting any activity or assembly outside the individual park’s activity design or requiring
the use of park areas which exclude the use by the general public without first obtaining a
Special Use Permit from the Department.
2. Posting, placing, or distributing advertising material; erecting a fence or barrier (except under
specific use management or lease agreements), constructing or occupying improvements; or
enclosing County administered lands without first obtaining a Special Use Permit from the
Department.
3. Using a loudspeaker, or public address system, or amplifier without first obtaining a Special
Use Permit from the Department.
4. Using County administered lands for a commercial purpose without first obtaining a Special
Use Permit or use management or lease agreement from the Department.
R-115 GLASS BOTTLES
1. Possessing glass, ceramic or hard frangible plastic beverage bottles.
R-116 AIRCRAFT AND ENGINE POWERED MODELS
Page 36
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX

1. Operating any passenger carrying aircraft of any nature or parachute, including parasailing,
except in areas designated for such use by the Department or in an emergency situation.
2. Operating engine powered models and/or toys in any park area not designated for such use
or in such a manner that it could be a hazard to the public.
R-117 INTERFERENCE WITH A PARK RANGER OR A PARK POLICE OFFICER
1. Interfering with any Park Ranger and/or Park Police Officer in the discharge of the Park
Ranger’s and/or Park Police Officer’s duties.
2. Failing or refusing to obey any lawful command of any Park Ranger and/or Park Police
Officer or other Certified Peace Officer.
R-118 TRAILS
1. Damaging, blocking, restricting or otherwise interfering with the use of a trail.
2. Throwing or rolling rocks or other items into valleys or canyons, down hillsides,
mountainsides or trails.
3. Leaving a designated trail or walkway between trailheads.
4. Operating a bicycle, riding a horse, or hiking, except on trails designated for that use.
5. Failure to follow any sign that dictates the use or behavior on a trail.
Page 37
CMCA AMP WITH FAT BIKE LLC DBA SONORAN OUTDOOR ADVENTURES.DOCX