JOINT PROGRAM MARKETING AGREEMENT WITH REI.PDF
Extracted text (via pymupdf)
52539 characters
REI - Joint Program and Marketing Agreement 1 of 18 JOINT PROGRAM AND MARKETING AGREEMENT Between MARICOPA COUNTY and RECREATIONAL EQUIPMENT, INC. This Joint Program and Marketing 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”) acting on behalf of its Parks and Recreation Department (hereinafter referred to as “MCPRD”) and Recreational Equipment Inc., an Arizona Foreign Nonprofit Corporation (hereinafter referred to as “REI”), together hereinafter collectively referred to as “Parties” or individually as a “Party”. A. Authority. 1. The County is authorized to enter into this Agreement pursuant to A.R.S. §§11-201, 11-251 and 11-933 et seq. 2. This Agreement is the result of a solicitation released by County, Serial #180226-ITN Invitation to Negotiate Sponsorship and Partnering Programs – for Maricopa County on behalf of its Parks and Recreation Department on February 1, 2018 (“ITN”) and REI, one of the successful respondents to the ITN. 3. MCPRD Director, or his or her designee, is authorized as the signatory on each Statement of Work (“SOW”) attached hereto as Exhibit B and made a part hereof, as further detailed in Section E below, and all required documents related to the SOW activities. 4. Since this Agreement will require administrative actions from time to time to carry out the intent of this Agreement, the County’s Director of MCPRD and REI’s Manager, or 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. B. Purpose. 1. The purpose of this Agreement is to develop a relationship between the Parties to work in harmony to reflect the mutual interest in supporting and promoting healthy outdoor lifestyles within all the Maricopa County Regional Parks including the Maricopa Trail (“Parks”), a map of which is attached hereto as Exhibit A and made a part hereof. 2. MCPRD’s mission “through responsible stewardship, is to provide the highest quality parks, trails, programs, services and experiences that energize visitors and create life-long users and advocates” aligns with the core values of REI as they are “dedicated to encouraging the public to participate in outdoor recreation and outdoor activities as well as educating the public with recreational fundamentals of outdoor activities.” 3. Together the Parties may conduct defined activities, including recreational opportunities, commercial tours, commercial sales, stewardship and or volunteer events, programs, promotions and special events, including but not limited to planning, coordinating, implementing, promoting, sponsoring, educating and marketing (Activities) that the Parties expect will benefit the public. Activities under this Agreement will be developed through the SOW, attached hereto as Exhibit B, and incorporated herein. C. Statement of Mutual Benefit and Interest. The mutual benefit and interest for the Parties is to establish Activities for the public through cooperative interaction between County and REI. Both Parties engage in Activities that provide highly interactive and hands-on experiences. REI will teach participants (“Users”) how to recreate within the Parks responsibly while challenging them to learn new outdoor skills and experience the healthy and transformational lifestyle the outdoors provides. 1. The primary goal of the Agreement is for each Party to supplement the other’s strengths by creating a beneficial relationship by which they may work together to accomplish common goals and objectives for the REI - Joint Program and Marketing Agreement 2 of 18 education, cooperative marketing, operation and management of sustainable outdoor recreational opportunities. 2. The secondary goal is to provide the community with experiences that will increase their knowledge and provide skills that will provide safe and healthy lifestyles. D. Permitted Uses. The use of Parks under this Agreement shall be for the recreational use associated with each SOW Activity. REI acknowledges that the Activities described in each SOW may be inherently risky in nature, including accidents that can cause severe bodily injury or death, and participants using the Parks as part of the recreation use associated with each SOW, are not using the Parks upon the invitation of the County and are not invitees of the County. The SOWs are limited only to recreational users and/or educational users within the meaning of the landowner protection provisions of A.R.S. § 33-1551 (Arizona Recreational Use Statute) participating in an Activity. All protections and immunities provided under Arizona law, including A.R.S. §33-1551, shall be afforded to County and REI in their respective capacities. E. Disclaimer. REI hereby acknowledges that all or portions of Parks: 1. May be comprised of steep, rugged or otherwise hazardous terrain; 2. May be comprised of steep or undeveloped access routes or trails that are not constructed or improved and have been largely created by visitor use; 3. Have flora and fauna which can be dangerous, poisonous or otherwise capable of causing bodily harm or death; 4. May contain mine shafts, caverns, mines and other hazards, known or unknown. Accordingly, County makes no warranty, express or implied, including warranty of fitness of the Parks for any particular purpose including any Activities permitted under this Agreement. REI agrees that the Parks are, therefore, used on an “as is, where is” basis, and County shall be under no duty or obligation to improve or otherwise make them safe for the Activities. REI hereby expressly recognizes that any such use of Parks and Activities is for the benefit of REI and the Users. REI further represents and warrants that before allowing the Users to engage in any Activities, it has thoroughly and meaningfully explained to the Users the risks and hazards present on the Parks, the risks and hazards associated with the participation in the Activities, and the disclaimers by REI and the County of any warranty or liability set forth herein. F. Activities. The Activities the Parties will offer are, but not limited to, as follows: 1. Commercial Tours 2. Backpacking 3. Wilderness/Desert Skills 4. Paddling 5. Mountain Biking 6. Hiking 7. Campouts (i.e. Mother/Daughter camping) 8. Commercial Sales 9. Major Events/Races (i.e. 100 Miles in 100 Days Challenge, 5k Hike/Run) 10. Stewardship and/or Volunteer Activities 11. Joint Promotional and Marketing Opportunities REI - Joint Program and Marketing Agreement 3 of 18 G. Joint Responsibilities 1. The Parties shall work together to develop the SOW Operations Plan (“SOW-OP”) for each Activity. 2. The Parties will jointly plan and develop, on a yearly basis, a platform for collaboration and cooperation of the Activities through the completion of an annual SOW. 3. The Parties will meet yearly with County Risk Management to review any claims and insurance coverage requirements to determine if limits need to be modified during the contract term. H. REI Responsibilities: 1. SOW’s a. Provide forecasted Activities geared towards events and programs with a comprehensive slate of recreation, commercial tours, stewardship, joint sponsorships, cultural and educational programs targeted toward community through MCPRD for approval by submission of an annual SOW, one hundred and twenty days (120) days prior to calendar year end. b. Provide forecasted monthly SOW’s for individual Activity(ies) to MCPRD for approval. c. Assist MCPRD in development of a SOW-OP for all SOW’s. d. REI shall provide the County with the final SOW with participant count and revenue generated and email this finalized SOW to the County within thirty (30) days of the last day of the Activity date. e. Provide Activities geared for day use and multi-day use of commercial tours and outdoor educational programs by submission of a quarterly SOW report representing specific dates of use, to include park name and revenue generated. f. Meet with County annually for review of prior year’s SOWs: i. Success/Value of SOW’s. ii. Fee Schedules (i.e. participant costs, gross revenue, authorized deductions) iii. Benefit (to Public and each Party). iv. Marketing/branding. 2. Coordinate all stewardship and volunteer activities through MCPRD’s Volunteer Coordinator. 3. Provide marketing opportunities, to include but not limited to: a. In store (kiosk with MCPRD information, maps) b. Website c. Advertising 4. Provide all necessary gear and equipment for each Activity. 5. Use its liability release form (“Release”) attached here as Exhibit C and by this reference incorporated herein. The Release shall be executed by each REI User (or if the REI User is a minor, by signature of a parent or guardian) prior to participation in the Activities. The Release shall specifically include the County by name and contain a full release and waiver of all liability in favor of County. If the REI User is registered for more than one Activity, then REI shall require such REI User to sign a Release for each Activity. REI shall not allow the REI User to take part in an Activity if the participant does not sign the Release. 6. Contacts. a. Provide lead staff persons as liaison for all SOW. The lead staff persons are: Brian Jump – Director of North America Operations for REI Experiences Email: sheald@rei.com Jay Parks – Market Manager for Local Experiences Email: jparks@rei.com Phone: (480) 826-9602 Jon Colby - Director Single Day Tours and Rentals Email: jcolby@rei.com Jeremy Oyen - Nationwide Operations Manager for REI Outdoor Schools Email: joyen@rei.com REI - Joint Program and Marketing Agreement 4 of 18 Dianna Navarro – Single Day & Events Operations Manager Email: dnavarr@rei.com Lucas Brown – Multi-Day Operations & Permits Manager Email: lbrown@rei.com Address: REI Co-op 17465 N. 93rd Street Scottsdale, AZ 85255 b. Provide County with a REI administrative contact person. The administrative contact person is: Megan Stump, Senior Instructor Email: mstump@rei.com Office Phone: 480-826-9602 Address: REI Co-op 17465 N. 93rd Street Scottsdale, AZ 85255 I. MCPRD responsibilities: 1. SOW a. Meet with REI annually for review of forecasted annual SOW, one hundred and twenty days (120) days prior to calendar year end. b. Timely review forecasted monthly SOW’s for the individual Activity(ies). c. Collaborate with REI for development of the SOW-OP. d. Coordinate Activities with respective park. e. Confirm REI Activities by signing the SOW-OP. f. Prepare a quarterly invoice per Section J.1.b.v. g. Meet with REI annually for review of prior year’s SOWs: i. Success/Value of SOW’s. ii. Fee Schedules (i.e. participant costs, gross revenue, authorized deductions). iii. Benefit (to Public and each Party). iv. Marketing/branding. 2. Contacts a. Provide a lead staff person as liaison for all SOWs. The lead staff person is: Jennifer Waller Operations Manager 41835 N. Castle Hot Springs Road Morristown, AZ 85342 Email: jennifer.waller@maricopa.gov Office Phone: 602-506-9502 Cell Phone: 623-810-0372 b. Provide REI with a County administrative contact person. The administrative contact person is: Emily Miller Contract Administrator 41835 N. Castle Hot Springs Road Morristown, AZ 85342 REI - Joint Program and Marketing Agreement 5 of 18 Email: emily.miller@maricopa.gov Office Phone: 602-506-9511 Cell Phone: 480-205-7976 c. Provide REI with a County volunteer coordinator. The volunteer coordinator contact person is: Bill Klewer Volunteer Coordinator 41835 N. Castle Hot Springs Road Morristown, AZ 85342 Email: bill.klewer@maricopa.gov Office Phone: 602-506-9512 J. IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES THAT: 1. Term, extension and fees. a. Term. This Agreement shall commence on the date it is fully executed by the REI and the County (“Effective Date”) and end on January 31, 2024 (“Term”). Thereafter, this Agreement may be extended by a written amendment mutually agreed to by the Parties. b. Fees. i. REI Users shall pay the park entrance fee for all Activities, unless otherwise approved by the SOW- OP. ii. REI shall pay the County five percent (5%) of the Gross Revenue (defined as the money generated by the Activity) as indicated on each SOW-OP, less allowable County Authorized Deductions (defined as all discounts, promotional, trade, volume and/or cash discounts, credits, and allowances granted on account of returns or billing errors, taxes and other governmental charges paid). The Parties acknowledge that there may multi-day Activities within the Park and in lands surrounding the Parks, owned by other entities (i.e. United States Forest, Bureau of Land Management). The Gross Revenue for multi-day Activities shall only include the percentage of funds attributable to use of Park lands. iii. The Parties acknowledge that there may be multi-day Activities that take place both within the Parks and on lands surrounding the Parks, owned by other entities (i.e. United States Forest, Bureau of Land Management). Therefore, the Gross Revenue for a multi-day Activity shall only include the percentage of money generated attributable to the portion of the Activity that takes place within the Parks. iv. REI shall pay all facility rental fees, as per MCPRD’s published rate schedules, for REI events, programs, and commercial tours that are independent of this Agreement and/or are not jointly sponsored or promoted with MCPRD. v. All Activities and associated fees will be evaluated annually and may be subject to change, only by mutually-written Amendment to this Agreement. vi. The County will prepare a quarterly invoice that will be emailed to REI. Payment of all fees invoiced are due within forty-five (45) days REI’s receipt from date of the invoice. Payment can be paid via credit card or mailed to: MCPRD Finance Department 41835 N. Castle Hot Springs Road Morristown, AZ 85342 602-506-9500 2. Termination. a. Either Party may terminate the Agreement with or without cause at any time upon sixty (60) days prior written notice to the other Party. b. This Agreement is subject to cancellation pursuant to the provisions of A.R.S. §38-511. REI - Joint Program and Marketing Agreement 6 of 18 c. Should REI, with the consent of the County, continue to provide the services described hereinafter after the expiration of the Term and any extended term, without having entered into a subsequent agreement of like nature and content to this Agreement, such continued service shall be deemed an agreement on a month-to-month basis, not to exceed a period of six (6) months, with all of the terms and conditions of this Agreement to continue in full force and effect. 3. Modification or Amendment. Modifications or amendments of the Agreement shall be binding only if in writing, signed and dated by both Parties. 4. This Agreement is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any Party against the County, its departments, agencies, or entities, its officers, employees, or agents, or any other person. 5. Laws, Rules and Regulations. Both Parties shall, and shall cause, its agents to comply at all times with all applicable federal, state, county, local and city statutes, laws, ordinances, rules, regulations and instructions, including, without limitation, environmental health safety and regulations respecting the premises used, in effect now or as may be amended or added. This compliance shall be at each Party’s sole cost and expense. MCPRD Park Rules are attached hereto as Exhibit D and made a part hereof. 6. Participation in Similar Activities. This Agreement in no way restricts the Parties from participating in similar activities with other public or private agencies, organizations, and individuals. 7. Indemnification. Each Party and each of its affiliates and each of their officers, directors and employees (as "Indemnitor'') agrees to indemnify, defend, and hold harmless the other Party and each of its affiliates and each of their officers, directors and employees (as "Indemnitee") from and against any and all damage, claims, losses, liability, costs, or expenses whatsoever, whether absolute, contingent or otherwise (including reasonable attorney's fees) (hereinafter collectively referred to as "Claims") arising from or in connection with any negligent performance of this Agreement, but only to the extent that such Claims which result in vicarious/derivative liability to the Indemnitee directly or indirectly due to (i) the Users engaging in any of the Activities; (ii) the entry of the Users onto the Parks; (iii) any other act of omission of County, REI, the Users, or any other person or entity; and (iv) the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. 8. Insurance. The Parties acknowledge that the County is self-insured as provided in A.R.S. 11-981 and that this self-insurance fully complies with the requirements under Section 8.a through c. REI shall secure and maintain the following insurance coverage (unless otherwise stated below) within five (5) business days of the Effective Date. REI is responsible for ensuring all contractors and subcontractors have insurance in the limits required under this Agreement. a. General liability insurance as per Table One. b. Vehicle liability: Five hundred thousand dollars ($500,000) combined single limit for all vehicles. c. 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. d. Coverage must include environmental clean-up for any events or activities determined to have a potential for environmental damage, for example events involving gasoline/diesel engines that can leak in/on County owned property/waterways. While REI may not be required to provide proof of coverage for an event their contractors and sub-contractors may be required to provide proof of coverage if they own /operate equipment that could give rise to environmental clean-up claims. e. A Waiver of Subrogation/recovery against the County shall be included in all policies. f. Additional insured status with an endorsement as broad as ISO Additional Insured Endorsement CG20101185. The County, Bureau of Reclamation, Bureau of Land Management, Tonto National Forest and State Trust Land shall be named as “additional insured” under all policies of insurance with exception of Worker’s Compensation policy. Copies of all insurance policies or certificates thereof shall be made available to the County upon request. Copies of the Certificate of Insurance (“COI”) will be furnished annually to the County. The County shall be given thirty (30) days advance written notice of cancellation of a policy, non-renewal, or change in coverage or limits. g. The County reserves the right to revise the minimum required limits of insurance during the term of this Agreement provided the changes are consistent with market conditions, prudent business judgment and REI - Joint Program and Marketing Agreement 7 of 18 industry standards. REI and County will meet yearly to review claims, if any, to determine if modification of limits is warranted. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK REI - Joint Program and Marketing Agreement 8 of 18 Table One Description General Liability / Aggregate Food Vending Services, i.e. hot dog, hamburgers, shaved ice 1m/2m Food Vending via Boat - float on water concession 1m/2m Equestrian, such as horseback riding, wagon/stage coach rides, cookouts 1m/2m Equestrian Rodeo Events, i.e. team roping, barrel racing etc. 2m/4m Equestiran Competition rides (Endurance Races) 2m/4m Mountain Bike Demonstration - rentals 1m/2m Guided Mountain Biking on designated Park Trails 1m/2m Guided Hiking on designated Park Trails 1m/2m Races on Park Trails - Competitive Mountain Bike 1m/2m Races on Park Trails - Foot Race 1m/3m Triathlon - running, biking and swimming 1m/2m Duathlon - running and biking 1m/2m Organized Non Profit Events (ie Boyscout Jamboree) 1m/2m Track Meets on designated Park Trails or open areas (ie Adobe) 1m/2m Fireworks 2m/4m Guided Sailing tours 1m/2m Guided Boat tours 1m/2m Guided Fishing tours 1m/2m Guided Rafting/Kayaks 1m/2m Guided/Rentals Paddle Boards 1m/2m Fishing Derby 1m/2m Sail Boat Regattas 2m/4m Jet Ski Rentals 1m/3m Boat Rentals 1m/3m Powerboats 1m/3m Flyboarding 2m/4m Wakeboarding 2m/4m Scuba Instruction and certification with Dive Masters 1m/3m Seaplanes 2m/4m Film Shoots 1m/2m Photography Shoots 1m/2m Family Events, i.e. Bounce Stations 2m/4m Festivals 1m/2m Concerts 2m/4m Motorcycle Demonstration 2m/4m Motorcycle Track Racing (ie, Flattrack motorcycle, MiniMoto Motorcycles) 1m/2m Softball, Baseball Adult; organized league play 1m/2m Softball, Baseball Children/teens; organized league play 1m/2m Multipurpose field use - soccer or football; organized league play 1m/2m REI - Joint Program and Marketing Agreement 9 of 18 9. Assignment. REI shall not assign, sell, transfer or subcontract in whole or in part the REI’s rights or interests in the Agreement without prior written approval of the County. 10. Compliance. a. REI shall not discriminate against any employee or applicant for employment because of race, age, handicap, disability, color, religion, sex, sexual orientation or national origin. REI 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. b. REI shall agree to comply with the Immigration Reform and Control Act (“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. c. REI shall warrant full compliance with all federal immigration laws and regulations that relate to their employees, and their compliance with A.R.S. §23-214 et seq. A breach of this warranty shall be deemed a material breach of this Agreement that is subject to penalties up to and including termination of this Agreement. The County retains the right to inspect REI records indicating its compliance with all federal immigration laws and regulations that relate to their employees, and A.R.S. §23-214 et seq. Nothing herein shall make REI an agent or employee of the County. d. REI warrants compliance with verification of employment eligibility and E-Verify Program. 11. Performance. 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. 12. Compensation. Compensation shall be to the County according to an individually signed SOW for a specific Activity per Section J.1.a. 13. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void, or unenforceable, then the remaining provisions shall remain in full force and shall in no way be affected, impaired or invalidated. 14. Waiver of Breach. Waiver of any breach of any term, condition or covenant of this Agreement shall not be deemed to be a waiver of any subsequent breach of any term, condition or covenant. 15. No Publicity. Neither Party may use the other Party’s name or mark in any advertising, written sales promotion, press release and/or other publicity matters relating to this Agreement without the other Party’s prior written consent. County acknowledges that REI has a no publicity policy and practice regarding its relationships with sub-concessions/vendors and joint promoters. 16. Governing Law. This Agreement shall be construed in accordance with and shall be governed, interpreted and regulated by, the laws of the State of Arizona, and arbitration proceedings, if applicable, or suit to enforce any provision of this Agreement or to obtain any remedy with respect hereto may be brought in the Superior Court of the State of Arizona, Maricopa County, and for this purpose each Party hereby expressly and irrevocably consents to the jurisdiction of said Court. 17. Fees and Costs. 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 and any appeal, 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. 18. Entire Agreement. This Agreement, including the SOW(s) for the individual Activities and any other exhibits, constitutes the entire understanding of the Parties and supersedes any other prior agreement or understanding between the Parties relating to the subject matter. 19. Damages Limitation. In no event will either party be liable to the other for an incidental, indirect, special or consequential or punitive damages for any claim arising under this Agreement, including damages arising from loss of revenues, profits, business opportunity or use regardless of the cause of action and even if a Party has been advised of the possibility of such damages. REI - Joint Program and Marketing Agreement 10 of 18 20. Confidentiality. If the County receives a public record request for information regarding REI, the County will provide REI an opportunity to submit to the County their reasons why specific language is confidential and should not be released under Arizona law. If the County does not agree with REI’s position, the County will advise REI and provide them an opportunity to exercise their legal rights prior to release of the information. IN WITNESS WHEREOF the Parties hereto have caused these present to be executed as of the dates set forth below: MARICOPA COUNTY ________________________________________ Chairman, Board of Supervisors Date Attest: ________________________________________ Clerk of the Board Date Approved as to form: __________________________________________ Deputy County Attorney Date RECREATIONAL EQUIPMENT, INC. By: Name: Title: Date: REI - Joint Program and Marketing Agreement 11 of 18 Exhibit A Maricopa County Parks and Maricopa Trail Map Park Name Phone Adobe Dam / Cave Creek Regional Park / Spur Cross Ranch Cons. Area: 602‐506‐2930 Ext 8 Estrella Mountain Regional Park/ Buckeye Hills Regional Park: 602‐506‐2930 Ext 6 Lake Pleasant Regional Park: 602‐506‐2930 Ext 2 Desert Outdoor Center: 602‐372‐7470 McDowell Mountain Regional Park: 602‐506‐2930 Ext 3 San Tan Mountain Regional Park: 602‐506‐2930 Ext 7 Usery Mountain Regional Park: 602‐506‐2930 Ext 4 White Tank Mountain Regional Park: 602‐506‐2930 Ext 5 Maricopa Trail: 602‐506‐2930 Ext 2 Vulture Mountains Recreation Area: 928‐684‐2772 Hassayampa River Preserve: 928‐684‐2772 REI - Joint Program and Marketing Agreement 12 of 18 Name: Name: Phone: Phone: Email: Email: Name of Activity Proposed Park(s) Proposed Date(s) Time(s) Rental Equipment Vendors Submitted By: Received for Review by MCPRD Signature Date Date Add'l Information: Activity Type Activity Description Activities (may be multiple) Activities. REI will conduct the following Activities at Parks as indicated (Dates of Activity(s) are subject to mutual agreement by both parties): EXHIBT B STATEMENT OF WORK (SOW) Contact Information Points of Contact. The parties designate the following persons as their respective points of contact in connection with the Activities described in this SOW: REI Point of Contact MCPRD Point of Contact This SOW is made pursuant to the Joint Program and Marketing Agreement dated ________________ between Maricopa County (hereinafter referred to as County) by and through its Parks and Recreation Department (hereinafter referred to as MCPRD) and the Recreation Equipment Inc. (hereinafter referred to as REI) (the “Agreement”). This SOW may include a multitude of Activities (recreational opportunities, commercial tours, commercial sales, stewardship events, programs, promotions, and special events, including but not limited to planning, coordinating, implementing, promoting, sponsoring, educating, and marketing). All terms not defined in this SOW have the meaning ascribed to them in the Agreement. Upon completion of the SOW, MCPRD's will contact REI for additional information required for the Activity(ies) SOW operation plan (SOW-OP). REI - Joint Program and Marketing Agreement 13 of 18 Exhibit C Release of Liability Template RELEASE OF LIABILITY, ASSUMPTION OF RISK, AND INDEMNIFICATION AGREEMENT This document affects your legal rights: Read BOTH SIDES carefully before signing. 1. ACTIVITY AND ASSOCIATED RISKS: I have chosen to participate in the following activity: (hereinafter referred to as “the Activity”), which is organized by Recreational Equipment, Inc. (hereinafter referred to as “REI” and Maricopa County (“County”)). I understand that: the Activity is inherently hazardous, and I may be exposed to dangers and hazards, including some of the following (depending on the nature of the Activity): falls, falling rocks, fractures, concussions, dangerous weather, overexertion, overheating, injuries from my lack of fitness or conditioning, unpredictable ocean and river currents, hypothermia, avalanches, hostile or aggressive wildlife, drowning, death, equipment failures, and negligence of others; as a consequence of these risks, I may be seriously hurt or disabled or may die from the resulting injuries, and of my property may also be damaged; hospital facilities, qualified medical care, and emergency medical evacuation may be limited or unavailable during portions of the Activity; and REI and the County assume no responsibility for providing medical care during the Activity, and I will have to pay for any medical care and/or evacuation that I incur. In consideration of the permission to participate in the Activity, I agree to the terms contained in this document. 2. ASSUMPTION OF THE RISKS: I hereby freely assume the above-mentioned risks as well as other risks not listed that are part of this activity, and any harm, injury or loss that may occur to me or my property as a result of my participation in the Activity or during any transportation to or from the Activity—including any injury or loss caused by the negligence of REI and the County, their employees, agents and officers, its contractors, and other Activity participants. I also understand that any equipment that I provide or may borrow or rent from REI or any other provider I use at my own risk and that any such equipment is provided without any warranty about its condition or suitability. 3. RELEASE OF LIABILITY: I hereby RELEASE REI and the County, their employees, agents, officers, and contractors, the providers of any equipment used in the Activity, land owners, municipal or governmental providers of use permits, and their respective employees, officers, and directors (“the Released Parties”) FROM ALL LIABILITIES, CAUSES OF ACTION, CLAIMS AND DEMANDS that arise in any way from any injury, death, loss or harm that occur to me or to any other person or to any property during the Activity or in any way related to the Activity, including during transportation to or from the Activity. This RELEASE includes claims for the negligence of the Released Parties and claims for strict liability for abnormally dangerous activities. This RELEASE does not extend to claims for gross negligence, intentional or reckless misconduct, or any other liabilities Read ALL SIDES carefully before signing. REI - Joint Program and Marketing Agreement 14 of 18 that Washington law with respect to REI and Arizona law with respect to the County does not permit to be excluded by agreement. I also agree NOT TO SUE or make a claim against the Released Parties for death, injuries, loss or harm that occur during the Activity or are related in any way to the Activity. 4. INDEMNIFICATION HOLD HARMLESS AND DEFENSE: I promise to INDEMNIFY, HOLD HARMLESS AND DEFEND the Released Parties (defined in Section 3) against any and all claims to which Section 3 of this agreement applies, including claims for their own negligence. I also promise to INDEMNIFY, HOLD HARMLESS AND DEFEND the Released Parties against any and all claims for my own negligence, and any other claim arising from my conduct during the Activity. In accordance with these promises, I will reimburse the Released Parties for any damages, reasonable settlements and defense costs, including attorney’s fees, that they incur because of any such claims made against them. I agree that in the event of my death or disability, the terms of this agreement, including the indemnification obligation in this Section, will be binding on my estate, and my personal representative, executor, administrator or guardian will be obligated to respect and enforce them. 5. AGREEMENT TO FOLLOW DIRECTIONS: I agree to follow the rules for the Activity provided to me and to follow directions given to me by the leaders of the Activity. 6. INDEPENDENT CONTRACTORS: I acknowledge that REI and the County have no control over and assume no responsibility for the actions of any independent contractors providing any services for the Activity. 7. USE OF MY LIKENESS: I understand that during the Activity I may be photographed or videotaped. To the fullest extent allowed by law, I waive all rights of publicity or privacy or pre-approval that I have for any such likeness of me or use of my name in connection with such likeness, and I grant to REI and the County and its assigns permission to copyright, use, and publish (including by electronic means) such likeness of me, whether in whole or part, in any form, without restrictions, and for any purpose. 8. SEVERABILITY: I agree that the purpose of this agreement is that it shall be an enforceable RELEASE OF LIABILITY AND INDEMNITY as broad and inclusive as is permitted by Washington law with respect to REI and Arizona law with respect to the County. I agree that if any portion or provision of this agreement is found to be invalid or unenforceable, then the remainder will continue in full force and effect. I also agree that any invalid provision will be modified or partially enforced to the maximum extent permitted by law to carry out the purpose of the agreement. 9. APPLICABLE LAW, FORUM & ATTORNEY’S FEES: This agreement is governed by and shall be construed in accordance with the laws of the state of Washington with respect to REI and the laws of the state of Arizona with respect to the County, without any reference to its choice of law rules. I agree that any dispute arising from this Agreement or in any way associated with the Activity shall be brought only in the state or federal courts located in the Superior Court of King County, in Seattle, Washington or in the U.S. District Court for the Western District of Washington with respect to REI or the Maricopa County Superior Court of Arizona in Phoenix, Arizona or in the U.S. District Court, Phoenix Arizona for the County, and I agree to the jurisdiction and venue of those courts for any such dispute. In any litigation in which the validity or enforceability of this agreement is contested, I agree that the non-prevailing party will pay all attorney’s fees and costs of the parties seeking to uphold the agreement. I HAVE FULLY INFORMED MYSELF OF THE CONTENTS OF THIS AGREEMENT BY READING IT BEFORE SIGNING IT. NO ORAL REPRESENATATIONS, STATEMENTS, OR OTHER INDUCEMENTS TO SIGN THIS RELEASE HAVE BEEN MADE APART FROM WHAT IS CONTAINED IN THIS DOCUMENT. I UNDERSTAND THIS IS A CONTRACT THAT AFFECTS MY LEGAL RIGHTS AND I SIGN IT OF MY OWN FREE WILL. Signature of Customer: ________________________________________________ Date:___________________ Name Printed: ________________________________________________ Date of birth: ___________________ REI - Joint Program and Marketing Agreement 15 of 18 If participant is a minor, signature of parent or responsible adult is required below: In consideration of the minor child being permitted to participate in the Activity, I accept and agree to the full contents of this agreement. I certify that I have the authority to sign on behalf of the minor child and to make decisions for the minor child regarding this Activity. I also agree to RELEASE, HOLD HARMLESS, INDEMNIFY AND DEFEND the Released Parties (defined in Section 3) from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to the minor child during the Activity or in any way related to the Activity. This includes any claim of the minor and any claim arising from the negligence of the Released Parties. I understand that nothing in this agreement is intended to release claims for gross negligence, intentional, or reckless misconduct, or any other liabilities that Washington law with respect to REI and Arizona law with respect to the County does not permit to be excluded by agreement. Parent/Responsible Adult Signature: _______________________________________________ Name Printed: _________________________________________________________________ (relationship): ____________________________________________Date: ________________ REI - Joint Program and Marketing Agreement 16 of 18 Exhibit D MCPRD Park Rules MARICOPA COUNTY PARKS AND RECREATION PARK RULES Adopted August 13, 2003 by the Maricopa County Board of Supervisors Revised January 13, 2016 by the Maricopa County Board of Supervisors R-101 DEFINITIONS The following definitions shall determine meanings for certain facilities, objects, entities or activities. 1. “Abandoned Vehicle” means any vehicle, boat, trailer, or structure, which shows evidence of being left unattended for a period of 48 hours unless displaying an official permit indicating a stay in excess of 48 hours. 2. “Aircraft” means a structure or device for navigation of the air that is supported either by its own buoyancy or by the dynamic action of the air against its surface. 3. “Camping” means erecting a tent or shelter or arranging bedding, or both, for the purpose of, or in such a way as will permit, overnight use; or parking a trailer camper or other vehicle for the purpose of remaining overnight. 4. “Commission” means the Maricopa County Parks and Recreation Commission. 5. “County” means Maricopa County. 6. “Department” means the Maricopa County Parks and Recreation Department. 7. “Loudspeaker or public address system” means a device to amplify or direct sound. 8. “Maricopa County Park(s)” means any land or areas under the control of the Maricopa County Board of Supervisors which has been designated as a Park, Recreation Area or Conservation Area. 9. “Roads” means the entire width between the boundary lines of every way when any part thereof is open, kept or maintained for use by the public for purposes of vehicular travel. 10. “Special Use Permit” means commercial or non-commercial permits issued by the Department for activities outside a park’s activity design or which excludes the general public or for which there is monetary gain. 11. “Swimming” means to propel one’s self in water by natural means; consequently aquatic activities including the full or partial use of inner tubes, air mattresses or personal support devices. 12. “Designated Trail” means an authorized recreational trail designed, constructed, and maintained according to standards within the county manual; it is within Maricopa County Parks’ boundaries and has been included in the Maricopa County Park trail system inventory. R-102 SPECIAL USE PERMITS, FEES AND APPROVALS 1. Special Use Permits shall be required for eligible non-profit, government or private, as well as commercial uses. 2. For eligible non-profit uses, a Special Use Permit is required of any person or group for any activity outside each park’s activity design, or for the use of specific park areas that require the exclusion of general public usage. 3. A Special Use Permit shall also be obtained in advance by any person or group wishing to use a Maricopa County Park for eligible commercial uses. 4. Park Impact Fees for Special Use Permits shall be negotiated by the Department based on the expenses related to the administration of the activity, protection of the park and visitors, and in accordance with established fee schedules when applicable. 5. The Department may require commercial applicants to enter into an agreement with the County for a negotiated percentage of gross receipts not to exceed twenty (20) percent. 6. The Department may require the permittee to post a deposit against damage and clean-up expense, provide a certificate of insurance naming the department as additionally insured, and/or provide for adequate medical, sanitary and security services. 7. A performance and payment bond may be required from any permitee who is providing a service that was solicited to provide any event or activity sponsored by the department. 8. The Department may impose conditions on the conduct of any activity, which are necessary to protect the area and maintain its availability as a public park. 9. A Special Use Permit is not required for any person operating under the provisions of a valid special use or commercial management concessions agreement with the department. 10. Special Use Permit applications, which are compatible with the management objectives of the individual park, may be refused for health and safety reasons or to protect the park from significant damages. With respect to 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. REI - Joint Program and Marketing Agreement 17 of 18 Exhibit D (Continued) MCPRD Park Rules R-103 VIOLATIONS AND PENALITIES 1. Any person who violates any of these rules shall be guilty of a Class 2 misdemeanor. 2. Any person who violates any of these rules may also be evicted for failure to comply. THE FOLLOWING ACTS ARE PROHIBITED IN MARICOPA COUNTY PARKS: R-104 ENTRY, USE, OCCUPANCY, FEES 1. Entering, using, or occupying of a Maricopa County Park or its facilities, designated trails or waterways under the supervision and control of the Department for any purpose when said parks or areas are posted against such entrance, use, occupancy or where barriers exist. 2. Entering upon or using for any purpose, the land, water or facilities within the boundaries of Maricopa County Parks when a fee, rental, admission or other consideration has been established for such land, water or facilities, unless the person entering or using such land, water or facility has paid said fee, rental, admission or other consideration. R-105 ANIMALS AND PETS 1. Riding, permitting or allowing livestock, saddle, pack, or draft animals except on designated trails or areas under special permit issued by the Department or by special provisions of a use management agreement. 2. Possessing, allowing or permitting a dog and/or other pets in a Maricopa County Park, unless the same shall be under immediate control on a leash not exceeding 6 feet in length, except the leash requirement shall not apply to dogs while being used in hunting, or in field trials, or while being trained, when upon lands open to such uses and it does not interfere with other park activities. 3. Possessing, allowing or permitting a dog in a Maricopa County Park without a current dog license. 4. Allowing dogs or other pets, other than seeing-eye or hearing guide dogs, within the confines of public park buildings. 5. Allowing dogs and/or other animals to create a nuisance, noise or disturbance in any area. 6. Failure of owners of pets to properly remove and dispose of any waste. 7. Scattering and/or depositing the ashes of any animal. R-106 DISCHARGE OF FIREARMS, HUNTING AND TRAPPING 1. Except as provided by state law, discharging a firearm, shooting with bow and arrow, or setting traps except in locations provided for that purpose and as permitted by Arizona Game and Fish rules. R-107 MOTOR VEHICLES AND BICYCLES 1. Operating any motorized vehicle except on roads and parking areas designated by the Department for such purpose. 2. Abandoning any vehicle in any area of a Maricopa County Park. Vehicles violating this section may be towed at the owner’s expense. 3. Parking a motor vehicle or trailer or other device towed by a motor vehicle in such a manner whereby roads, parking areas or other traffic ways or traffic are blocked or otherwise impeded. Vehicles violating this section may be towed at the owner’s expense if such violation constitutes blockage of any emergency lane or otherwise interferes with park operations. 4. Operating a bicycle in a careless or reckless manner, or in disregard of the safety of any person or property. 5. Utilizing bike ramps in non-designated areas. 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. REI - Joint Program and Marketing Agreement 18 of 18 Exhibit D (Continued) MCPRD Park Rules 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 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.