AMENDMENT FOUR TO UMA WITH TRES RIOS GOLF LLC .PDF

AMENDMENT FOUR
TO
USE MANAGEMENT AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
TRES RIOS GOLF, LLC
C-30-04-027-1-02
RECITALS
This Amendment Four to Use Management Agreement (“Amendment Four”) is entered into
between Maricopa County, a political subdivision of the state of Arizona (“County”), and Tres
Rios Golf, LLC, an Arizona limited liability company (“Concessionaire”).
WHEREAS, a Use Management Agreement (C-30-97-022-01) was entered into between
County and Concessionaire on March 12, 1997, (“Original Agreement”), for the purpose of
construction of improvements, operation and maintenance of the golf course complex thereon;
and
WHEREAS, Amendment One (C-30-99-005-1-01) dated January 2, 1999 clarified
certain administrative provisions of the Original Agreement to facilitate Sierra Estrella, LLC in
acquiring a loan for the continued construction, operation and maintenance of the golf course;
and
WHEREAS, Amendment Two (C-30-04-027-1-00) dated June 16, 2004, to be effective
May 27, 2004, extended the Original Agreement until April 30, 2027 in exchange for Sierra
Estrella, LLC constructing new improvements to include replacement of a well, parking lot
improvements and a modification of the fee schedule; and
WHEREAS, on August 18, 2010, Maricopa County approved the assignment of Estrella
Mountain Regional Park Golf Course from Sierra Estrella, LLC to Textron Financial Corporation
and SPE GO Holdings, Inc (C-30-11-010-3-00). As part of the Assignment, a name change
was subsequently approved from Estrella Mountain Regional Park Golf Course to Tres Rios
Golf Course at Estrella Mountain Park. All conditions of the Original Agreement, as amended,
remained unchanged; and
WHEREAS, Amendment Three (C-30-04-027-1-01) dated March 16, 2011 rescinded the
Original Agreement and provided a new Use Management Agreement (“Agreement”) that
provided various administrative changes, modified the fee payment, and executed the last
renewal option; and,
WHEREAS, on January 9, 2014 Maricopa County approved the assignment of SPE GO
Holdings, Inc (C-20-11-020-3-00) to Tres Rios Golf, LLC (C-30-14-013-M-00); and,
AMENDMENT FOUR TO UMA WITH TRES RIOS GOLF LLCR .DOCX 1

WHEREAS, the County and the and Concessionaire now desire to allow a onetime
payment arrangements for outstanding audit of late fees incurred during the contract period May
1, 2012 through April 30, 2014 and to make other administrative corrections; and
WHEREAS, since this Agreement will require administrative action from time to time to
carry out the spirit and intent of the Agreement, each Party desires to delegate certain
administrative duties under this Agreement, whether or not specific authority is granted in any
provision of this Agreement; and,
WHEREAS, the County and the Concessionaire desire to enter into this Amendment
Four to the Agreement with the understanding that all other provisions of the Agreement shall
remain in full force and effect.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, receipt and sufficiency of which are hereby acknowledged, County and
Concessionaire hereby agree as follows:
I. INCORPORATION OF RECITALS
The Recitals set forth above are hereby incorporated into this Amendment Four.
II. GENERAL TERMS
Add Section 1.4 Administrative Action:
As this Agreement may require administrative action from time to time to carry out the
spirit and intent of the Agreement, the County’s Director of Parks and Recreation and
Concessionaire, or their designee, 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.
III. ACCOUNTING AND FEES
Delete Section 3.2.5 – Fee Due Date in its entirety and replace with the following:
3.2.5 Fee Due Date.
3.2.5.1 Minimum Fee Payment.
The minimum fee shall be payable in accordance with Exhibit 3.2.1 –
Fee Payment Schedule. County may invoice annually for minimum fee
due in the Contract Year, to be paid in monthly increments. Payment is
due on or before the 15th of the month following, i.e. April due May 15th.
Should the due date fall on a Saturday, Sunday or legal holiday, then said
due date shall be at the close of business on the first day thereafter which
is not a Saturday, Sunday or legal holiday.
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3.2.5.2 Additional Fee Due.
Additional fees are based on the previous Contract Year’s annual gross
income as defined in Section 3.2.1, Exhibit 3.2.1 – Fee Payment
Schedule and Exhibit 3.2.3 – Monthly Income Statement. Payment
amount will be verified through the monthly income statement and the
Annual Financial Report as defined in Section 3.1.2 (see Exhibit 3.2.1 –
Fee Payment Schedule). If additional fees are due, County shall invoice
for additional fees due and are payable within twenty (20) calendar days
of the date of the invoice unless otherwise stated on the invoice. Should
the due date fall on a Saturday, Sunday or legal holiday, then said due
date shall be at the close of business on the first day thereafter which is
not a Saturday, Sunday or holiday.
3.2.5.3 Utility Payments.
Invoices received by the Concessionaire directly from the utility provider
are payable by the Concessionaire by the stated due date. County shall
invoice for utility fees as defined in Section 5.4 are payable within twenty
(20) calendar days of the date of the invoice unless otherwise stated on
the invoice. Should the due date fall on a Saturday, Sunday or legal
holiday, then said due date shall be at the close of business on the first
day thereafter which is not a Saturday, Sunday or holiday.
3.2.5.4 Late Payment Fee.
A late payment fee of ten percent (10%) of the invoiced amount or
amount due, will be assessed if any payment due the County is not
received by the stated due date as outlined in this Agreement and Exhibit
3.2.1 – Fee Payment Schedule.
3.2.5.5 One-time Payment Schedule for Past Due Fees
An audit determined past due fees for Contract Year 2012-2013 and
2013-2014 of which there is an outstanding balance of $12,751.01.
Concessionaire has requested payment arrangements for these
outstanding fees. To accommodate cash flow restriction and conserve
capital needed for routine golf course maintenance, the County consents
to a payment plan for the $12,571.00 payable in eleven (11) monthly
increments of $1,047.58 each and one payment of $1,047.63, payable
the 15th of each month. The first payment is due the first month after
execution of this Amendment by the Maricopa County Board of
Supervisors (i.e. date of execution in July, first payment will be payable
August 15th.) Should the due date fall on a Saturday, Sunday or legal
holiday, then said due date shall be at the close of business on the first
day thereafter which is not a Saturday, Sunday or holiday. If payments
are not received by due date, the remaining outstanding balance shall
then become payable within ten (10) days of the 15th of the month where
payment was missed. Failure to pay the outstanding balance within one
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(1) year from the date of the first payment installment shall be considered
a breach of this Agreement
3.2.5.6 All payments shall be paid as follows:
3.2.5.6.1 Hand delivered to any Maricopa County Regional Park
3.2.5.6.2 By credit card by calling 928-501-9213
3.2.5.6.3 Mailed to:
Maricopa County Parks and Recreation Department
Attn: Finance
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
3.2.6 Failure to pay required fees shall be considered a breach of this Agreement. No
other fees shall be payable from Concessionaire to County except as set forth in
this Agreement.
IV. NOTICES, CURRENT ADDRESSES AND POINTS OF CONTACT
Section 6.1.7 Notices, Current Addresses and Points of Contact is hereby deleted in its
entirety and replaced with the following new Section 6.1.7:
6.17 Notices, Current 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 the County: Maricopa County Parks & Recreation Department
Attn: Contract Administrator
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
Email: emilymiller@mail.maricopa.gov
Phone: 928-501-9211
For Tres Rios, LLC: (Lender)
Northeast Bank
200 Berkeley Street, 17th Floor
Boston, MA 02116
(Management)
Tres Rios Golf, LLC
1245 E. Warner Road, Suite 202
Gilbert, AZ 85296
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Email: sjacques@cbonsgolfgroup.com
Phone: 480-545-8542
With a copy to:
Addison Law
Attn: Timothy J. Clow
One Lincoln Centre
5400 LBJ Freeway, Suite 1325
Dallas, TX 75240
Email: tclow@addisonlaw.com
Phone: 972-341-8121
Notifications required to be made to the Estrella Mountain Regional Park Supervisor will
be made telephonically to: (623) 932-3811
V. REMAINING TERMS OF AGREEMENT.
The foregoing paragraphs contain all the changes made by this Amendment Four. All other
terms and condition, other than as revised in this Amendment Four, shall remain unchanged
and in full force and effect.
DATED this day of 2016.
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