MARICOPA TRAIL AGREEMENT WITH MARICOPA TRAIL AND PARK FOUNDATION.DOC

MARICOPA TRAIL AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
MARICOPA TRAIL AND PARK FOUNDATION
This Maricopa Trail Agreement (hereinafter referred to as “AGREEMENT”) is made and entered into
between the County of Maricopa, a political subdivision of the State of Arizona (hereinafter referred to as
“COUNTY”), and Maricopa Trail and Park Foundation, an Arizona non-profit corporation (hereinafter referred to as
“MT+PF”), together hereinafter referred to as “Parties” or individually as a “Party”.
RECITALS
WHEREAS, the COUNTY is authorized to enter into this AGREEMENT pursuant to A.R.S. §11-201; and
WHEREAS, the COUNTY, through its Parks and Recreation Department (hereinafter referred to as
“MCPRD”) provides recreational opportunities and programs to the public; and
WHEREAS, the COUNTY, through the MCPRD constructed and manages a regional trail known as the
Maricopa Trail (“Maricopa Trail”), and
WHEREAS, MT+PF provides trail maintenance, and works to enhance and promote the Maricopa Trail
within the limits of Maricopa County; and
WHEREAS, the COUNTY, through its MCPRD, desires to work together in partnership with MT+PF to
assist in promoting, enhancing and maintaining the Maricopa Trail, to ensure the environmental sustainability of the
Maricopa Trail, ensure compliance with the trail planning and design guidelines established by MCPRD and
increase use of the Maricopa Trail; and
WHEREAS, this partnership will provide enhancement and promotional projects and a small group of
specifically trained volunteers and trail maintenance training programs conducted by the MT+PF to assist in the
maintenance of the Maricopa Trail as managed by the MCPRD; and
WHEREAS, since this AGREEMENT will require administrative action from time to time to carry out the
spirit and intent of the AGREEMENT, the COUNTY’s Director of MCPRD and MT+PF’s Director or each of their
respective designees are hereby given the authority and charged with the responsibility for proper administration of
this AGREEMENT, whether or not specific authority is granted in any provision of this AGREEMENT.
NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, adequacy and
sufficiency of which are hereby acknowledged, and mutual promises and agreements of the Parties herein, it is
agreed as follows:
1. Purpose.
The purpose of this AGREEMENT is to delineate authorities and responsibilities for the Parties and to
reflect the mutual interest of the Parties to conduct outreach, volunteer programs and events, including but
not limited to marketing/promotions that will benefit the public and the community in support of the Parks’
mission of “…through responsible stewardship, is to provide the quality parks, trails, programs, services
and experiences that energize visitors and create life-long users and advocates.”
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2. Term and Termination.
2.1 Term.
2.1.1 Effective Date.
The Effective Date of this AGREEMENT will be shall be the date of the last Party’s
signature.
2.1.2 Term and Renewal Option.
The Term of this AGREEMENT is for a period of five (5) years with one (1) five (5) year
renewal option (“RENEWAL OPTION”). Approval of the RENEWAL OPTION shall
be mutually agreed to by the Parties within thirty (30) days’ prior written notice of the
end of the Term.
2.2 Termination.
2.2.1 Termination by the Parties.
This AGREEMENT may be terminated with or without cause with the mutual agreement
of both Parties. The Party requesting the termination must submit its request, in writing,
a minimum of ninety (90) days in advance of the requested termination date. Said
request for termination will be sent to the intended other Party as per Section 6 below.
2.2.2 Termination by the COUNTY
This AGREEMENT may be immediately terminated by the COUNTY or the COUNTY
may immediately disallow any activity hereunder if the COUNTY determines, in its sole
discretion, that any activity related to this AGREEMENT is detrimental to the health,
welfare or safety of the public.
2.2.3 Ownership of Improvements upon Expiration or Termination.
Each Party will retain ownership of improvements on their respective property(ies) upon
expiration or termination of the AGREEMENT. Any equipment or other personal
property used in performance of this AGREEMENT shall be returned to the Party
holding title thereto.
2.2.4 Hold Over.
Should either Party continue to provide the services described herein after the expiration
of the Term or RENEWAL OPTION, such continued service shall be deemed a hold over
on a month-to-month basis, with all of the terms and conditions of this AGREEMENT to
continue in full force and effect for a period not to exceed one hundred eighty (180) days.
3. Responsibilities of the Parties.
3.1 MT+PF and COUNTY shall both be responsible for the following:
3.1.1 Provide a platform for future collaboration and cooperation regarding assistance in
maintaining the Maricopa Trail, ensure the environmental sustainability of the Maricopa
Trail and ensure compliance with the Maricopa Trail planning and design guidelines
established by MCPRD; and
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3.1.2 Jointly plan, coordinate, implement, and market special events, recreational and
educational programs, all of which are expected to be mutually beneficial to the Parties;
and
3.1.3 Share facilities, personnel, electronic resources and equipment and when in the best
interest of the Parties for training, resource management and development, task forces,
maintenance, public meetings and events or other activities that fulfill the missions of the
Parties; and
3.1.4 Work together when appropriate to develop marketing campaigns that promote the
Maricopa Trail. This may be done through, but not limited to, advertising, branding,
events, campaigns, photo libraries, sponsorships, social media, and other forms of
marketing, promotions, and communications; and
3.1.5 Work together to assist in maintaining the Maricopa Trail, to ensure the environmental
sustainability of the Maricopa Trail and ensure compliance with the Maricopa Trail
planning and design guidelines established by the MCPRD.
3.2 MT+PF shall be responsible for the following:
3.2.1 MT+PF shall assist or at the discretion of MCPRD, directly recruit and train volunteers
that will serve as segment stewards for the MT+PF to help maintain and sustain the
Maricopa Trail through MT+PF scheduled work activities and partnership events; and
3.2.2 MT+PF may coordinate the use of MCPRD owned trail maintenance tools and equipment
when needed for conducting scheduled trail maintenance work events and insure loaned
equipment is in similar condition upon return to MCPRD; and
3.2.3 The MT+PF will provide safety training in the use of MCPRD trail maintenance tools
and may provide appropriate safety gear for MT+PF volunteers such as safety helmets,
safety glasses, gloves, sunscreen, and first aid kits; and
3.2.4 The MT+PF shall annually evaluate and report the activity and effectiveness of the
AGREEMENT following the reporting guidelines established by the MCPRD.
3.2.5 MT+PF shall have each volunteer sign a waiver of liability that has been approved by the
COUNTY prior to such volunteer performing any activities on COUNTY property, with
COUNTY equipment or for COUNTY’s benefit.
3.2.6 MT+PF may assist or at the discretion of MCPRD, directly provide enhancement and
promotional projects in support of increased use of the Maricopa Trail. Enhancements
could include signage and trailhead improvements. Promotions could include events on
the Maricopa Trail and marketing programs.
3.3 COUNTY shall be responsible for the following:
3.3.1 MCPRD may provide volunteer sign-up forms and COUNTY approved waiver of
liability forms for volunteers to complete prior to participating in scheduled Maricopa
Trail activities.
3.3.2 MCPRD shall provide reporting guidelines for MT+PF to evaluate and report the activity
and effectiveness of the AGREEMENT.
3.3.3 MCPRD shall identify and collaborate with MT+PF to identify and approve enhancement
and promotional projects.
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4. Financial.
4.1 There are no fees payable from either Party to the other Party for services and responsibilities as
outlined in this AGREEMENT.
4.2 The Parties recognize that performance by the COUNTY depends upon appropriation of funds by
the COUNTY. If the COUNTY fails to appropriate necessary funds, or if appropriation is reduced
during the fiscal year, the COUNTY may reduce the scope of this AGREEMENT, if appropriate,
or cancel this AGREEMENT, without further duty or obligation. The COUNTY agrees to notify
the MT+PF as soon as reasonably possible after they are aware of the loss of funds.
4.3 The Parties recognize that performance by the MT+PF depends upon appropriation of funds by the
MT+PF. If the MT+PF fails to appropriate necessary funds, or if appropriation is reduced during
the fiscal year, the MT+PF may reduce the scope of this AGREEMENT, if appropriate, or cancel
this AGREEMENT, without further duty or obligation. The MT+PF agrees to notify the
COUNTY as soon as reasonably possible after they are aware of the loss of funds.
5. News Release.
5.1 With respect to activities under this AGREEMENT, the COUNTY may not use the name of the
MT+PF in news releases, publicity, advertising, or other promotion, without the prior written
consent of the MT+PF, except for documents used for internal consumption by the COUNTY.
5.2 With respect to activities under this AGREEMENT, the MT+PF may not use the name of the
COUNTY or MCPRD in news releases, publicity, advertising, or other promotion, without the
prior written consent of the COUNTY, except for documents used for internal consumption by the
MT+PF.
6. Notices, Addresses and Points-of-Contact.
Any notices required or permitted under this AGREEMENT shall be in writing and shall be deemed to
have been duly given if (i) delivered to the Party at the address set forth below, (ii) deposited in the U.S.
Mail, registered or certified, return receipt requested, to the address set forth below, (iii) given to a
recognized and reputable overnight delivery service, to the address set forth below or (iv) delivered
electronically by email with a request for delivery receipt for message.
For MCPRD/COUNTY: Mr. RJ Cardin, Director
Maricopa County Parks and Recreation Department
41835 North Castle Hot Springs Road
Morristown, Arizona 85342
Phone: 928-501-9200
Email: rjcardin@mail.maricopa.gov
For MT+PF: Joe Marvin, President
Maricopa Trail and Park Foundation
PO Box 1056, Phoenix, AZ 85001-1056
Telephone: (623) 853-0829
joemarvin@psg-inc.net
7. General Provisions.
7.1 Indemnification.
The Parties hereby agree that to the extent permitted by law, each Party will defend, protect,
release, indemnify and save the other Parties harmless, including any of the Parties’ departments,
agencies, officers, employees, elected officials or agents, from and against all loss, expense,
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damage or claim of any nature whatsoever which is caused by any activity, condition or event
arising directly or indirectly, in whole or in part, out of the performance or nonperformance by the
indemnifying party of any of the provisions of this AGREEMENT. Each Party hereby
indemnifies the other against all liability, losses and damages of any nature for or on account of
any injuries or death of persons or damages to or destruction of property arising, directly, or
indirectly, in whole or in part, out of or in any way connected with the performance or
nonperformance of this AGREEMENT, except such injury or damage as shall have been
occasioned by the negligence of that other Party. The damages which are the subject of this
indemnity shall include but not be limited to the damages incurred by any Party, its departments,
agencies, officer’s, employees, elected officials or agents. In the event of an action, the damages
which are the subject of this indemnity shall include costs, expenses of litigation and reasonable
attorneys’ fees.
7.2 Insurance.
Each Party shall maintain insurance coverage for losses associated with this AGREEMENT in an
amount not less than $1,000,000 per occurrence and $2,000,000 aggregate with the other Party to
be named as an additional insured. The Parties acknowledge that Maricopa County is self-insured
as provided in A.R.S. § 11-981 and that this self-insurance fully complies with the requirements
under this section.
7.3 Security Interest.
Each Party hereby acknowledges and agrees that this AGREEMENT does not give the other Party
any right, title or interest in the property owned by the other Party and all right, title and interest in
the property lies and remains with the respective Party.
7.4 Assignment and Delegation.
Neither Party may assign any rights hereunder without the express, written, prior consent of both
Parties.
7.5 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.
7.6 Agent, Employees, Contractors, Subcontractors.
MT+PF 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 MT+PF 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.
7.7 Compliance with Non-Discrimination Laws.
The Parties agree to comply with all applicable state and federal laws, rules, regulations and
executive orders governing equal employment opportunity, non-discrimination, and affirmative
action.
7.8 E-Verify
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To the extent applicable under Arizona Revised Statutes § 41-4401, each Party and its contractors
and subcontractors warrant their compliance with all federal immigration laws and regulations that
relate to their employees and their compliance with the E-verify requirements under Arizona
Revised Statutes § 23-214(A). A breach of the above-mentioned warranty by any Party or its
contractors or subcontractors shall be deemed a material breach of the AGREEMENT and may
result in the termination of the AGREEMENT by the non-breaching Party. Each Party retains the
legal right to randomly inspect the papers and records of the other Party's or its contractors' or
subcontractors' employees who work on the Maricopa Trail to ensure that the other Party and its
contractors and subcontractors are complying with the above-mentioned warranty.
7.9 Conflict of Interest
The Parties acknowledge that this AGREEMENT is subject to cancellation provisions pursuant to
A.R.S. § 38-511, the provisions of which are incorporated herein and made a part hereof.
7.10 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.
7.11 Governing Law.
This AGREEMENT shall be construed under the laws of the State of Arizona.
7.12 Default; Remedies
7.12.1 Each of the following shall constitute a material breach of this AGREEMENT and an
event of the default by the respective Party (“EVENT OF DEFAULT”). A Party’s failure
to observe or perform any of the material covenants, conditions or provisions of this
AGREEMENT, where such failure shall continue for a period of thirty (30) days after
such Party receives written notice of such failure from the other Party provided, however,
that such failure shall not be an Event of Default if the defaulting Party has commenced
the cure within such thirty (30) day period and thereafter is diligently pursuing such cure
to completion, but the total aggregate cure period shall not exceed ninety (90) days unless
the Parties agree in writing.
7.12.2 In the event the defaulting Party fails to perform any of its material obligations under this
AGREEMENT and is in default, the other Party may, at its option, immediately terminate
this AGREEMENT. Further, upon the occurrence of any Event of Default and at any time
thereafter, the non-defaulting Party may, but shall not be required to, exercise any
remedies now or hereafter available at law or in equity.
8. 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 MT+PF and COUNTY, other than as set forth herein, and
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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 MT+PF and COUNTY. MT+PF and
COUNTY have reviewed this AGREEMENT and have had the opportunity to have it reviewed by legal
counsel.
8.1 Incorporation of Recitals.
The recitals to this AGREEMENT are hereby affirmed by the Parties as true and correct and are
incorporated in and made a part of this AGREEMENT by this reference.
8.2 Exhibits.
All exhibits attached to and referenced in this AGREEMENT are by this reference incorporated
herein.
8.3 Invalidity of Part of this AGREEMENT.
The Parties agree that should any part of this AGREEMENT be held to be invalid or void, the
remainder of the AGREEMENT shall remain in full force and effect and shall be binding upon the
Parties.
9. Attorneys’ 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
attorneys’ 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 attorneys’ fees on appeal, and court costs.
10. Force Majeure.
The occurrence of any of the following events shall excuse performance of such obligations of a Party as
are rendered impossible or reasonably impracticable to perform while such continues: strikes; lockouts; acts
of God; inability to get materials; governmental restrictions; enemy or hostile governmental action; fire or
other casualty; and other causes beyond the reasonable control of the Party obligated to perform (all events
of “Force Majeure”).
11. Authority.
Each Party covenants and warrants to the other Party that: (a) it is duly authorized to execute this
AGREEMENT; and (b) the execution of this AGREEMENT has been duly authorized by the applicable
Party.
12. 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.
13. 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
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date for performance or time period shall expire on the first day thereafter which is not a Saturday, Sunday
or legal holiday.
IN WITNESS HEREOF, the Parties have executed this AGREEMENT on the dated indicated.
MARICOPA COUNTY MARICOPA TRAIL AND PARK FOUNDATION
Chairman Date By: Date
ATTEST
Clerk of the Board Date
Approved as to Form:
Attorney for Maricopa County Date
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