CONTRACT RE DESIGN CONSTRUCT USE WITH SCORPION BAY.PDF

CONTRACT FOR DESIGN, CONSTRUCTION, USE AND MAINTENANCE OF A DOCK AND
BOATHOUSES TO BE USED EXCLUSIVELY BY GOVERNMENTAL ENTITIES
C-30-19-_______
This contract for Design, Construction, Use And Maintenance Of a Dock and Boathouses to be Used
Exclusively by Governmental Entities (“Agreement”) is entered into by and between Maricopa County, a
political subdivision of the State of Arizona (“COUNTY”), acting by and through its Parks and Recreation
Department (“MCPRD”), and Scorpion Bay Holdings, LLC (“CONCESSIONAIRE”) or its successor(s) in
interest and/or assigns, together hereinafter referred to as “Parties” or individually as a “Party.”
RECITALS
WHEREAS, COUNTY is empowered by A.R.S. § 11-251, as amended, to enter into this
Agreement.
WHEREAS, COUNTY is the Recreational Manager of Lake Pleasant Regional Park (“LPRP”)
pursuant to the Recreational Management Agreement between the United States Department of the Interior
Bureau of Reclamation (“BOR”) and Maricopa County, Contract No. 9-07-30-L-0298 dated June 29, 1990,
as amended.
WHEREAS, on December 7, 2005, the COUNTY entered into a Use Management Agreement
(“UMA”) for the Development, Operation and Maintenance of a Dry Stack Storage, Watercraft Rental and
Boating Supply Store Complex at LPRP with Lake Pleasant Marina Partners. Under the UMA, which was
assigned to CONCESSIONAIRE on September 28, 2015, CONCESSIONAIRE obtained the exclusive right
to develop and occupy the area of LPRP described in the UMA, which shall hereinafter be referred to as
the Scorpion Bay Marina. The existing UMA is valid through June 28, 2040 and has one (1) fifteen (15)
year renewal option remaining.
WHEREAS, the UMA is described herein for reference purposes only and this Agreement and the
UMA are independent contracts between the Parties, subject to their independent respective terms and
conditions, and the Parties’ performance under this Agreement and the UMA are independent of each other.
WHEREAS, COUNTY desires construction of a dock and boathouses for the exclusive use of
COUNTY and its governmental invitees within the Scorpion Bay Marina so that COUNTY may serve the
needs of the general public in the management of LPRP. The dock and boathouses shall hereinafter be
referred to as the “Project.”
WHEREAS, this Agreement identifies and defines the responsibilities of the COUNTY and of the
CONCESSIONAIRE for the Project.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereto agree as follows:
I. The accuracy of the foregoing Recitals is acknowledged and the Recitals are hereby incorporated into
this Agreement.
II. This Agreement shall become effective upon full execution (Effective Date) and expires eleven (11)
years from the date that the COUNTY and CONCESSIONAIRE: both (1) agree that construction has
been “satisfactorily completed,” and (2) a Certificate of Occupancy has been issued for the Project
(“Commencement Date”). The term “satisfactorily completed,” as used in this paragraph, means that
the CONCESSIONAIRE’S construction has been completed and delivered to COUNTY pursuant to the
approved plans with the exception of Punch List Items (as hereinafter defined). The Commencement
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Date shall be confirmed in writing by the Parties per mutual approval and execution of Exhibit A -
Commencement Date Confirmation which is attached hereto and made a part hereof.
III. Provided the COUNTY is not in breach of the Agreement, COUNTY may, at its option, extend the term
of this Agreement for up to two (2) additional periods of five (5) years each upon sixty (60) calendar
days advance written notice to CONCESSIONAIRE of COUNTY’s intent to extend, but in no event shall
the term of this Agreement be longer than the term of the UMA, as defined in the Recitals.
IV. Design and Construction.
1. CONCESSIONAIRE has prepared all design plans (to include specifications and construction
drawings) necessary to construct the Project. Excerpts from the design plans are attached hereto
and made a part hereof as Exhibit B – Design Plan Excerpt. Project design plans were submitted
to and approved by the COUNTY as set forth below.
A. 10% design plans were submitted to COUNTY on December 20, 2017.
B. 70% design plans were submitted to COUNTY on April 10, 2018.
C. 100% sealed design plans, dated January 21, 2019, were submitted to COUNTY on January
23, 2019.
2. Nothing contained herein shall preclude CONCESSIONAIRE from using contractors for any portion
of the design and/or construction of the Project, provided that any and all such contractors shall be
under the direct supervision and control of CONCESSIONAIRE and shall not be considered to have
any relationship with COUNTY.
3. CONCESSIONAIRE shall comply and they shall ensure that contractors shall comply with all
applicable laws, ordinances, orders, rules and regulations of any governmental authority whether
now or hereafter in effect associated with the Project.
4. CONCESSIONAIRE shall obtain all necessary approvals and permits required for construction of
the Project.
5. No construction activities may commence until COUNTY’s written authorization to commence
construction is granted to CONCESSIONAIRE.
6. CONCESSIONAIRE shall ensure contractors keep the Project in a clean and safe manner at all
times during use.
7. COUNTY will designate a project manager who shall be the contact person for CONCESSIONAIRE
in conjunction with the Project.
8. The anticipated construction costs for the Project, itemized in Exhibit C – Not to Exceed
Construction Costs (“Construction Costs”) attached hereto and made apart hereof, shall not
exceed eight hundred ninety eight thousand seven hundred dollars ($898,700.00). As referenced
herein, Construction Costs solely encompass the following costs directly associated with the
Project:
A. Costs of design and the creation of building plans necessary to complete the Project.
B. Costs of all required studies and permitting.
C. Costs of construction, construction management and post-design contracts.
D. Notwithstanding the foregoing, in the event that the COUNTY changes the scope of work,
described in Exhibit B- Design Project Excerpt, an increase in Construction Costs may
occur. If there is an increase in Construction Costs due to a COUNTY change in the scope of
work and/or force majeure events, then CONCESSIONAIRE shall provide an estimate of the
increased cost for COUNTY review and COUNTY approval via an amendment to this
Agreement; provided, however, CONCESSIONAIRE shall not be required to conduct any work
due to a change in scope of work and/or force majeure events until such time as an amendment
to this Agreement is executed and COUNTY has assured CONCESSIONARE that additional
funds have been budgeted.
9. Subject to force majeure and/or delays caused by COUNTY, CONCESSIONAIRE’S construction
shall be completed within twelve (12) months from full execution of this Agreement (“Construction
Timeline”).
A. Extensions for the Project construction for delays caused by the effects of adverse weather
shall be submitted to MCPRD as a request for change in the Construction Timeline.
B. No claim for damages, or any claim other than for an extension of time, shall be made or
asserted against COUNTY by reason of any delays unless such claim for damages or
extension of time are the result of force majeure events or for hindrance or delays due solely
to gross negligence, fraud, bad faith or active interference on the part of the COUNTY or its
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agents. CONCESSIONAIRE shall be entitled only to extensions of the Construction Timeline
as the sole and exclusive remedy for such resulting delay, in accordance with and to the extent
specifically provided above.
C. Failure to complete construction of the Project as provided for by this Agreement shall be
considered an event of default on the part of CONCESSIONAIRE. Upon formal notification
from COUNTY to CONCESSIONAIRE of default for failure to construct, and upon the expiration
of the cure period described in Section VI.9 below, CONCESSIONAIRE shall reimburse
COUNTY for any actual damages incurred by the COUNTY to complete the Project as a result
of such default.
D. Within ten (10) business days of the Commencement Date, COUNTY shall supply to
CONCESSIONAIRE a written list of items that constitute minor defects or adjustments which
can be completed without causing any material interference with COUNTY’S use of the Project
(“Punch List Items”), setting forth all corrective work which COUNTY reasonably believes is
required. CONCESSIONAIRE shall perform all such corrective work to the extent that such
Punch List Items are part of the Project. If COUNTY does not provide such Punch List Items
within the ten (10) business day period, COUNTY shall be deemed to have accepted the
Project in its entirety.
10. Payment Schedule.
A. As a consideration for the performance of the duties described herein for design and
construction, COUNTY shall pay CONCESSIONAIRE for the Construction Costs in accordance
with Exhibit D - Payment Schedule, attached hereto and made a part hereof.
B. The CONCESSIONAIRE shall invoice the COUNTY monthly and in accordance with the
Payment Schedule by submitting via email (see Section IV.5 below) a legible copy of their
detailed invoice indicating percentages of completion, accompanied by supporting evidence
such as material invoices and lien waivers.
C. Payment shall be made to the CONCESSIONAIRE through the Maricopa County Vendor
Express Payment Program. This is an Electronic Funds Transfer process.
CONCESSIONAIRE is required to complete the Vendor Registration Form located on the
Maricopa County Department of Finance Vendor Registration Web Site
(www.maricopa.gov/finance/vendors).
D. Funds are currently appropriated and budgeted for the Construction Costs. If funds are not
appropriated and budgeted in any fiscal year for the Concessionaire’s cost of utilities, operation
and maintenance expenses as set forth on Exhibit F – Operations and Maintenance Matrix
(Annual Maintenance Expense), for payments due under this Agreement, the COUNTY shall
immediately notify CONCESSIONAIRE of such occurrence and the COUNTY shall
immediately assume the responsibility for the CONCESSIONAIRE’s operation and
maintenance items as set forth on Exhibit F - Operations and Maintenance Matrix with the
exception of CONCESSIONAIRE’s waste water system.
E. The CONCESSIONAIRE shall promptly correct all work rejected by the COUNTY as defective
or failing to conform to the requirements of the Agreement, whether observed before or after
completion of the work, and whether or not fabricated, installed or completed. Any dispute
regarding rejected work shall be subject to the provisions of Section VI.2 below. The
CONCESSIONAIRE shall solely bear the costs of correcting such rejected work including the
replacement or repair of other work affected by the contractors’ performance, including
additional testing and inspection and compensation for the design professional’s services made
necessary thereby. Punch List Items shall be corrected prior to final payment.
V. Use and Maintenance. Upon Commencement Date:
1. COUNTY owns the Project.
2. Within ten (10) days of final payment for the design and construction of the Project,
CONCESSIONARE shall execute a Bill of SALE to COUNTY for the Project, the form of which is
attached hereto and made a part hereof as Exhibit E – Bill of Sale.
3. The COUNTY and any governmental entity authorized by the COUNTY shall have exclusive use
of the Project, subject to CONCESSIONAIRE’S rights of access to fulfill its maintenance and
operation responsibilities described in Exhibit F - Operations and Maintenance Matrix.
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4. The COUNTY and CONCESSIONAIRE shall maintain and operate the Project in accordance with
the requirements as set forth in Exhibit F - Operations and Maintenance Matrix, attached hereto
and made a part hereof.
5. A calendar year’s good faith estimate Annual Maintenance Expense payment is the sum of five
thousand dollars ($5,000.00).
A. Within forty-five (45) days after the Commencement Date, the COUNTY shall pay to
CONCESSIONAIRE, a prorated share of the five thousand dollars ($5,000.00) representing
the Annual Maintenance Expense payment for the remaining balance of time in the initial
calendar year.
B. The Parties will annually review by February 1 each year the actual costs for such utilities,
maintenance and operation and negotiate in good faith for any equitable adjustments to such
Annual Maintenance Expense payment, based upon actual costs.
C. Within forty-five (45) days of January 1 each year thereafter, the COUNTY’s Annual
Maintenance Expense payment shall be paid to CONCESSIONAIRE.
VI. General Provisions.
1. CONCESSIONAIRE shall:
A. Comply with A.R.S. §§ 41-4401 and 23-214(A).
1) COUNTY retains the legal right to inspect the records of the CONCESSIONAIRE to verify
compliance with A.R.S. §§ 41-4401 and 23-214(A).
2) Failure by CONCESSIONAIRE to comply with A.R.S. §§ 41-4401 and 23-214(A) shall be
deemed a breach of this Agreement and is subject to penalties up to and including
termination of the Agreement.
B. Require that any contractors selected for the Project to:
1) Warrant their compliance with all federal immigration laws and regulations that relate to its
employees and their compliance with A.R.S. §§ 41-4401 and 23-214(A). A breach of this
requirement shall be a material breach of this Agreement.
2) Agree that COUNTY retains the legal right to inspect the papers of the contractors’
employee(s) who work(s) on this Project to ensure that contractors are complying with the
warranty.
C. Comply, to the extent required by applicable law, and require its contractors and suppliers to
comply, with all then applicable federal, State of Arizona and local nondiscrimination laws,
rules, regulations, ordinances and executive orders, including, without limitation, the Civil
Rights Act of 1964, the Age Discrimination in Employment Act and the Americans with
Disabilities Act, as they may be amended, modified, codified, supplemented or repealed from
time to time.
D. Upon written consent of COUNTY, have the right to delegate its responsibilities under this
Agreement to another party. However, any delegation shall not relieve the CONCESSIONAIRE
of its original responsibilities as defined herein.
2. In the event of any dispute, claim, question, or disagreement arising from or relating to this
Agreement or the breach thereof, COUNTY and CONCESSIONAIRE agree to use their best efforts
and enter into good faith negotiations to resolve the disputed matters. However, this shall not limit
the rights of the Parties to seek any remedies provided by law. Provided no notice of termination
of this Agreement has been given by either Party to the other, if it is feasible under the terms of this
Agreement, each Party shall continue to perform their obligations not related to the dispute during
the resolution of such dispute, unless enjoined or prohibited by a court of competent jurisdiction. In
the event of any dispute that cannot be resolved through the good faith negotiations described
above, the Parties hereto agree pursuant to A.R.S. §§ 12-1518 and 12-133 to abide by binding
arbitration as may be required. The Parties are responsible for acts and omissions of their
respective contractors’ employees and their respective agents and employees, and other persons
performing portions of the Project under a contract with the CONCESSIONAIRE or COUNTY, as
the case may be.
3. To the fullest extent permitted by law, the Parties shall defend indemnify and hold harmless each
other, and their respective agents, representatives, officers, directors, officials, and employees from
and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees,
court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings)
arising out of, or alleged to have resulted from the acts, errors, omissions, or mistakes relating to
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the performance of this Agreement, excepting therefrom any willfully or grossly negligent actions
by either COUNTY or CONCESSIONAIRE, as the case may be.
4. Prior to the commencement of construction, CONCESSIONAIRE and contractors shall obtain, and
maintain throughout construction, all standard insurance coverage (at levels standard in the
industry) from a company or companies duly licensed by the State of Arizona, and is required to
maintain equivalent insurance based on their trade and participation in the work. If any contractor
is unable to comply with this paragraph, contractor shall request a waiver of this requirement in
writing, and shall provide justification for a waiver. If the CONCESSIONAIRE grants the request it
shall not constitute a waiver of the CONCESSIONAIRE’S right to strict performance of this
Agreement, including the insurance requirements for all other contractors.
5. All notices or demands upon any Party to this Agreement shall be in writing and shall be delivered
in person or sent by email or certified mail, return receipt requested, addressed as follows:
TO THE COUNTY:
Maricopa County Parks and Recreation Department
Contract Administrator
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
Phone: 602-506-9511
Email Address: emilymiller@mail,.maricopa.gov
TO THE CONCESSIONAIRE:
Scorpion Bay Holdings, LLC
c/o Gary S. Elbogen
Executive Vice President
Desert Troon Companies
7669 E. Pinnacle Peak Road, Suite 250
Scottsdale, AZ 85255
Phone: 480-563-5247 ext 113
Email Address: gse@desert-troon.com
6. This Agreement is subject to cancellation by COUNTY pursuant to the provisions of A.R.S. §
38-511.
7. Contained herein is the written determination by the COUNTY Attorney that the COUNTY is
authorized under the laws of the State of Arizona to enter into this Agreement and that it is in proper
form.
8. If legislation is enacted after the effective date of this Agreement that changes the relationship or
structure of one or more Parties to this Agreement, the Parties agree that this Agreement shall be
renegotiated at the written request of either Party.
9. Default.
A. The CONCESSIONAIRE shall be considered to be in default of this Agreement if they fail to:
(1) comply with any term or condition of this Agreement; (2) acquire and maintain all required
insurance policies, licenses and permits; or (3) make satisfactory progress in performing the
construction and maintenance duties set forth in this Agreement. If CONCESSIONAIRE is
deemed to be in default of this Agreement by the COUNTY, the COUNTY will provide
CONCESSIONAIRE with written notice of default, after which the CONCESSIONAIRE will
have forty-five (45) calendar days to cure any default, or provide a plan to do so that is
acceptable to the COUNTY. If CONCESSIONAIRE fails to cure the default within the agreed
upon timeline, the COUNTY shall be entitled, at its sole discretion and selection, to exercise
the following remedies:
1) Terminate this Agreement by giving the CONCESSIONAIRE written notice of termination
due to default. If the Agreement is terminated in accordance with these provisions, the
CONCESSIONAIRE hereby covenants to peaceably and quietly deliver to the COUNTY
such instruments as shall be required by the COUNTY, to properly evidence termination of
the CONCESSIONAIRE’s rights hereunder and its interest herein. The
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CONCESSIONAIRE shall continue to perform, in accordance with the requirements of the
Agreement, up to the date of termination, as directed in the termination notice.
2) The COUNTY may exercise any other remedy available at law or in equity.
B. It shall be a default and breach of this Agreement by COUNTY if the COUNTY fails to perform
any of its obligations hereunder and such failure to perform continues for a period of thirty (30)
calendar days after written notice thereof from the CONCESSIONAIRE to the COUNTY (unless
such failure cannot reasonably be cured within thirty (30) calendar days, in which event the
COUNTY shall have commenced to cure said breach or failure within said thirty (30) calendar
day period and shall diligently pursue cure of the failure or breach to completion to avoid being
in default).
C. Should the COUNTY continue to be in default of this Agreement without pursuit of a cure, the
CONCESSIONAIRE may terminate this Agreement with a ninety (90) calendar day written
notice to the COUNTY. In addition to any rights the CONCESSIONAIRE may have under this
Agreement or at law or in equity by reason of a breach by the COUNTY, the
CONCESSIONAIRE may within the thirty (30) calendar day period after the written notice, at
its option, without waiving any other rights or remedies (including the right to recover damages),
incur any reasonable expense necessary to perform the obligation of the COUNTY specified in
such notice and deduct such expense from the fees or other charges due under this Agreement.
The CONCESSIONAIRE may exercise any other remedy available to the CONCESSIONAIRE
at law or in equity.
10. The CONCESSIONAIRE warrants to the COUNTY that:
A. Materials and equipment furnished under this Agreement will be of first quality and new; and
B. The Project will be free from material defects; and
C. The Project will conform to the requirements of this Agreement.
11. Any portion of the Project not conforming to the requirements of this Agreement, including
substitutions not properly approved and authorized in the permitted plans, shall be considered
defective. This warranty is in addition to, and not limited by, the provisions of Section 10. The
warranty period is one (1) year from Commencement Date unless otherwise stated in the
Agreement.
12. Since this Agreement will require administrative action from time to time to carry out the intent of
the Agreement, the MCPRD Director is 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.
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MARICOPA COUNTY
A Political Subdivision of the State of Arizona
Maricopa County:
By:
Chairman, Board of Supervisors Date
Attest:
By:
Clerk of the Board Date
The foregoing Agreement has been reviewed by the undersigned Deputy County Attorney who has
determined that it is in proper form and within the powers and authority granted to Maricopa County under
the laws of the State of Arizona.
Deputy County Attorney Date
Recommended by:
R. J. Cardin, Director Date
Maricopa County Parks and Recreation Department
CONCESSIONAIRE
Gary S. Elbogen, Executive Vice President Date
Scorpion Bay Holdings, LLC
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EXHIBIT A – COMMENCEMENT DATE CONFIRMATION
COMMENCEMENT DATE CONFIRMATION
CONCESSIONAIRE: SCORPION BAY HOLDINGS, LLC
COUNTY: MARICOPA COUNTY
This Commencement Date Confirmation is made by the undersigned CONCESSIONAIRE and
COUNTY, pursuance to that certain Contract For Design, Construction And Maintenance Of A Dock To Be
Used Exclusively By Governmental Entities dated as of _________________ (Agreement) for certain
premises known as government dock at Scorpion Bay Marina, Lake Pleasant Regional Park, Morristown,
Arizona, 85374.
Commencement Date; Termination Date. CONCESSIONAIRE and COUNTY hereby agree that
the Commencement Date of the Agreement is _______________, and the Termination Date of the
Agreement is __________________, unless extended or terminated earlier as provided for in the
Agreement.
CONCESSIONAIRE: COUNTY:
Scorpion Bay Holdings, LLC
By:___________________________________ By:____________________________________
Name: Gary S. Elbogen Name: RJ Cardin
Its: Executive Vice President Director, Maricopa County Parks and
Recreation Department
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EXHIBIT B – DESIGN PLAN EXCERPT
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EXHIBIT B – DESIGN PLAN EXCERPT (Continued)
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Exhibit C – Not to Exceed Construction Costs
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EXHIBIT D - Payment Schedule
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Exhibit E – Bill of Sale
Arizona Bill of Sale of Personal Property
KNOW ALL PERSONS BY THESE PRESENTS, Scorpion Bay Holdings, LLC (“SELLER”), for
and in consideration of the sum of Ten Dollars ($10.00), lawful money of the United States, the
receipt of which is hereby acknowledged, does hereby sell to Maricopa County, a political
subdivision of the State of Arizona, (“PURCHASER”), with an address at 301 W. Jefferson Street,
Phoenix, Arizona, 85003, the boathouses and dock constructed pursuant to that certain Contract
for Design, Construction, Use and Maintenance of a Dock and Boathouses to be Used Exclusively
by Governmental Entities (C#___________) dated XXXXXXX, XX, 2019 (“CONTRACT”), for
the exclusive use of PURCHASER and its governmental invitees (“GOVERNMENT DOCK”),
and PURCHASERS’ administrators, successors, and assigns forever. Said GOVERNMENT
DOCK is primarily constructed of wood and steel and is located at Scorpion Bay Marina, Lake
Pleasant Regional Park, Arizona, in the general location depicted on Bill of Sale Exhibit “A” - ,
attached hereto and made a part hereof.
SELLER warrants that the GOVERNMENT DOCK was built in compliance with the provisions
of the CONTRACT and represents to PURCHASER and its successors and assigns that the
GOVERNMENT DOCK is free from all liens and encumbrances.
IN WITNESS WHEREOF, this Bill of Sale is executed on the _____, of _______________
2019.
ACCEPTED BY:
SELLER: PURCHASER:
Scorpion Bay Holdings, LLC Maricopa County, a political subdivision of
the State of Arizona
_________________________________ ____________________________________
Gary Elbogen Date Chairman of the Board Date
Vice President
ATTEST:
____________________________________
Clerk of the Board Date
APPROVED as to FORM:
________________________________________
Deputy County Attorney
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Exhibit E – Bill of Sale (Continued)
Exhibit “A”
183’ x 66’ Government Dock
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EXHIBIT F - Operation and Maintenance Matrix
In general, COUNTY shall, at its sole cost and expense, maintain and be responsible for operating and
maintaining the portions of the Project located above water level.
In general, CONCESSIONAIRE shall, at its sole cost and expense, maintain and be responsible for
operating and maintaining the portions of the Project located under water level.
Operation and Maintenance Items CONCESSIONAIRE COUNTY
Waste Water System (mainline) X
Water System (mainline) X
Electric Service (mainline), Meter and Monthly X
Charges
Dock Anchoring System X
Dock Leveling and Winch Maintenance X
Electrical Components Above Water Level X
Structures Above Water Level (cleaning, trash, repairs X
to boathouses, covered slips, fixtures, lifts, bumpers,
cleats, locks, walkway materials, etc.)
Repair of Storm* Damage X
Inspections of Facilities – yearly (COUNTY, X X
CONCESSIONAIRE, Arizona State Game and Fish, BOR)
Spill Plan (including equipment) X
Major Repairs/Replacements (due to damage or X
obsolescence not caused by actions of the
CONCESSIONAIRE)
*As defined in Wikipedia: A storm is any disturbed state of an environment or in an astronomical body's
atmosphere especially affecting its surface, and strongly implying severe weather. It may be marked by
significant disruptions to normal conditions such as strong wind, tornadoes, hail, thunder and lightning (a
thunderstorm), heavy precipitation (snowstorm, rainstorm), heavy freezing rain (ice storm), strong winds
(tropical cyclone, windstorm), or wind transporting some substance through the atmosphere as in a dust
storm.
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