ASSIGNMENT OF USE MANAGEMENT AGREEMENT FOR SCORPION BAY MARINA.PDF

Assignment of Use Management Agreement Rights
This Assignment (Assignment) made on September 23, 2015, by and among
MARICOPA COUNTY, a political subdivision of the State of Arizona, whose mailing address is
c/o of Maricopa County Parks and Recreation Department, 41835 N. Castle Hot Springs Road,
Morristown, AZ 85342, Attention: Contract Administrator, by its Board of Supervisors, hereinafter
referred to as the County;
AND
LAKE PLEASANT MARINA PARTNERS, LLC, an Arizona limited liability company, whose
principal place of business and post office address is 215 North Point Drive, Winthrop Harbor IL
60096, hereinafter referred to as Assignor;
AND
SCORPION BAY HOLDINGS, LLC, an Arizona limited liability company whose address is c/o
DESERT TROON LIMITED, LLC 17207 N. Perimeter Drive, Suite 200, Scottsdale, AZ 85250,
hereinafter referred to as the Assignee.
WITNESSETH
Whereas, Assignor is the Concessionaire under a Use and Management Agreement
(UMA) between it and County dated December 7, 2005, as amended, which UMA is attached
hereto and made a part hereof; and
Whereas, Assignor is interested in assigning to Assignee all of its interest in said UMA;
and
Whereas, Assignee is interested in obtaining all of Assignor’s right, title and interest in said
UMA; and
NOW THEREFORE, in consideration of the mutual premises herein set forth, and other
good and valuable consideration, the adequacy and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Effective as of the Assignment Date set forth in paragraph 8 below. Assignor hereby
transfers and assigns unto Assignee all of its right, title and interest pursuant to the
UMA attached hereto and made a part hereof.
2. Assignor represents and covenants that it is the only owner of said UMA right and
that said UMA remains valid and in full force and effect as of the date hereof.
Assignor shall do nothing to invalidate said UMA.
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3. Assignee does hereby accept this Assignment, and does agree to be bound by all
terms and conditions of the UMA.
4. In consideration for this Assignment, Assignee shall pay to Assignor the sum of
$1.00.
5. This Assignment is binding upon the parties and their respective successors and
assigns.
6. County consents to the terms of this Assignment pursuant to Paragraph 18 of the
UMA. This Consent shall not be deemed or construed to be a waiver of any term,
covenant, condition or provision of the UMA or consent to any other assignment or
sub-concession thereof. All rights of the “County” under the UMA are hereby
reserved. The County waives any requirement that the Assignor maintain control of
or an interest in Assignee.
7. For purposes of notice to the Assignee, the address above written shall be used.
The County and Assignee acknowledge the obligation to apprise the other party of
any address changes.
8. Date of Assignment shall be the date on which the closing occurs under the Asset
Purchase Agreement dated as of August 3, 2015 (as amended) among Assignee
and Assignor. Effective as of the date the County receives written notice of the
Assignment, County releases Assignor from any further liability or obligations under
the UMA.
9. Unless the County is notified the assignment has occurred the consent to this
Assignment by Maricopa County shall expire on January 1, 2016.
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IN WITNESS WHEREOF, the Parties hereto have caused this Assignment to be executed
by its duly authorized representatives on the respective dates entered below.
MARICOPA COUNTY
BOARD OF SUPERVISORS
____________________________________
Chairman Date
ATTEST
____________________________________
Clerk of the Board Date
Approved as to Form:
____________________________________
Attorney for Maricopa County Date
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5080013v1(57716.2)

LAKE PLEASANT MARINA PARTNERS, LLC
____________________________________
Principal Date
State of ___________________
)SS:
County of _________________ )
On this, the ______ day of September, 2015, before me a notary public, personally appeared
Michael Pretasky, known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument, and acknowledged that he executed the same for the
purposes therein contained.
In witness hereof, I hereunto set my hand and official seal.
___________________________
Notary Public
My commission expires: ___________________________
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5080013v1(57716.2)

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SCORPION BAY HOLDINGS, LLC
___________________________________
Principal Date
State of ___________________
)SS:
County of _________________ )
On this, the _______ day of September, 2015, before me a notary public, personally appeared
Daniel S. Smith, known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument, and acknowledged that he executed the same for the
purposes therein contained.
In witness hereof, I hereunto set my hand and official seal.
___________________________
Notary Public
My commission expires: ___________________________
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5080013v1(57716.2)