ORIGINAL AGREEMENT.PDF

Agreement Number C-30-06-012-1-00
Maricopa County
Parks and Recreation Department
Use Management Agreement
For the Development, Operation and Maintenance of a
Dry Stack Storage, Watercraft Rental and Boating Supply, Store Complex
At Lake Pleasant Regional Park
ORIGINAL
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Table of Contents
RECITALS 4
GENERAL PROVISIONS 5
1. Concession Granted 5
2. Term 5
3. Anniversary Date 6
4. Fees 6
A. Gross receipts 6
B. Fee Schedule 7
C. Late Payment Interest Charge 7
5. Concession Site 8
6. Performance Guarantee 8
A. Financing 8
B. Capital Construction Guarantee 8
7. Accounting Records 9
8. Required Services 9
9. Authorized Services 10
10. Operating Season 10
11. Rate Schedules 10
12. Long Term Capital Improvement Fund 11
13. Quality of Service 12
14. Right to Encumber 12
15. Insolvency or Bankruptcy 13
16. Development Process 13
A. Concept Plans 13
B. Preliminary Plans 14
C. Final Plans 15
D. "As Built" Plans 15
E. Plan Approval 15
17. Concessionaire Provided Improvements 16
A. Concessionaire Property 16
B. Improvements 16
C. Utilities/Mechanical Maintenance 17
D. Ownership of Improvements Upon Expiration or Termination 17
18. Limitations 18
A. Utility Easements 18
B. Additional Services 18
C. Assignment 18
D. Concessionaire Occupancy 19
E. Equipment Storage 20
F. Construction Schedules 20
G. Right of Entry 20
H. Damages 20
I. Suspension 20
J. Exclusive Use 21
K. Seasonal Use 21
L. Park Closure 21
M. Provision for Alcoholic Beverages 22
19. Concessionaire Operation And Maintenance Responsibilities 22
A. Annual Operating and Maintenance Plan 22
B. Concessionaire Responsibilities 23
C. Housekeeping 23
20. Termination _ 23
A. Termination 23
B. Service of Written Notice 24
C. Interim Operations 24
21. Indemnification and Insurance 24
•A. Indemnification 24
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B. Insurance 25
22. General Conditions 27
A. Public Access 27
B. Non-Exclusive Use 28
C. Compliance 28
D. Accident Reporting 28
E. Amendment 28
F. Safety Program 28
G. Pest Control and Salvage 29
H. Signs 29
I. Legal Effect of the Agreement 29
J. Advertising 29
K. Notices, Current Addresses and Points of Contact 30
L. Equal Opportunity Requirements 30
M. Immigration Reform and Control Act of 1986 (I.R.C.A.) 30
N. Taxes 30
0. Annual Event 31
23. Covenant Against Contingent Fees 31
24. Historic And Archeological Values 31
25. Organization - Employment Disclaimer 32
26. Environmental Compliance 32
A. Current Status 32
B. Regulated Use ' 33
C. Regulated Disposal 33
27. Default By Concessionaire - Remedies 34
A. Default to the County 34
B. Default to Lender • 36
28. Default And Termination 37
A. Acquisition of Improvements 37
B. Determination of Fair Market Value 37
C. Default Damages 37
D. Removal of Improvements Not Acquired 38
29. Dispute of Resolution 38
30. Waiver 38
31. Agent, Employees, Contractors, Subcontractors 38
32. Paragraph Headings 38
33. SeverabilityNalidity 39
34. Incorporation Of Proposal Into The Contract 39
35. Federal Concessions Standards 39
36. Suspension & Debarment; Executive Orders 12549 And 12689 39
37. Retraction of Property 40
38. Holding Over 40
39. Subordination Of Agreement 40
40. Conflict of Interest 40
41. Non Liability of Lender 40
42. Reasonable Approval 41
43. No Third Party Beneficiaries 41
44. Additional Parcel 41
EXHIBIT A 42
Physical Map 42
EXHIBIT B 43
Reclamation Manual LND 04-02 Directives and Standards for Concessions 43
EXHIBIT C 44
Fee Schedule 44
EXHIBIT D 46
Additional Parcel 46
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Agreement Number C-30-06-012-1-00
Maricopa County
Parks and Recreation Department
Use Management Agreement
For the Development, Operation and Maintenance of a
Dry Stack Storage, Watercraft Rental and Boating Supply Store Complex
At Lake Pleasant Regional Park
This Lake Pleasant Regional Park DRY STACK STORAGE, WATERCRAFT
RENTAL, AND BOATING SUPPLY STORE COMPLEX Use Management Agreement,
entered into this l kA"—day of Plarni341- ,20 OS , hereinafter referred to as "Use
Management Agreement" or "Agreement," is entered into between Maricopa County, a
political Subdivision of the State of Arizona, hereinafter referred to as "COUNTY," acting
by and through its Board of Supervisors and Lake Pleasant Marina Partners, LLC,
hereinafter referred to as "CONCESSIONAIRE," together hereinafter referred to as
"PARTIES" or individually as a "PARTY."
RECITALS
WHEREAS the COUNTY, on June 29, 1990, entered into a Recreational
Management Agreement with the United States Department of Interior, through the
United States, Bureau of Reclamation, hereinafter referred to as RECLAMATION, for
development, use, and management of public recreation at Lake Pleasant Regional
Park (hereinafter sometimes referred to as the "LPRP"). Said Recreational
Management Agreement is designated by RECLAMATION as Contract No. 9-07-30-
L0298 and was recorded with the Maricopa County Recorder's Office on June 29, 1990
at Recorder's No. 90-9292506; and
WHEREAS, pursuant to Article 13 of the LPRP Recreational Management
Agreement, the COUNTY is authorized to enter "direct agreements with third parties to
operate concession attractions, developments or services on the LPRP", and the DRY
STACK STORAGE, WATERCRAFT RENTAL, AND BOATING SUPPLY STORE,
hereinafter referred to as "the COMPLEX," is identified on the approved list of potential
public recreational uses for a LPRP third party concession agreement as set forth in
subarticle (d) of Article 13; and
WHEREAS, the COUNTY believes the public interest can best be served by
contract operation of the concession attraction, development or service at reasonable
rates located on a parcel of land lying within the area of the LPRP owned by
RECLAMATION and managed by the COUNTY.
WHEREAS, while RECLAMATION is not a signing party to this Agreement, but
as landowner has a vested interest in the activities conducted thereon, the COUNTY
will obtain all necessary approvals from RECLAMATION regarding the construction and
management of the COMPLEX. RECLAMATION has committed to provide timely and
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expeditious review of all such matters and its approval will not be unreasonably
withheld. In *addition, RECLAMATION will notify the COUNTY of any issues involving
the CONCESSIONAIRE and the COUNTY will communicate such to the
CONCESSIONAIRE.
WHEREAS, this Agreement will require administrative action from time to time to
carry out the spirit and intent of the Agreement, the Department Director for the
Maricopa County Parks and Recreation Department is hereby given the authority and
charged with the responsibility for proper administration of this Agreement, on behalf of
the COUNTY, whether or not specific authority is granted in any provision of this
Agreement.
WHEREAS, this Agreement is the result of an award pursuant to a public
process and is a licensing agreement and not a lease agreement.
Now, therefore, pursuant to the authority contained in COUNTY procedures, and the
Bureau of Reclamation Directives and Standards as identified in Exhibit B, in effect now
or as may be modified or amended in the future, and for good and valuable
consideration, receipt of which is hereby acknowledged by each of the PARTIES, the
COUNTY and the CONCESSIONAIRE agree to enter into this Agreement in order to
provide dry stack storage, watercraft rentals, boating supply store and other related
services to the public at LPRP. The PARTIES hereby agree to adhere to and abide by
the terms and conditions set forth in this Agreement.
GENERAL PROVISIONS
1. Concession Granted
The COUNTY hereby authorizes the COMPLEX on designated property within Lake
Pleasant Regional Park, such property being more particularly described in Paragraph
5 below (hereinafter "the Concession Site"). The COMPLEX includes the COMPLEX
Operation (facilities/improvements) at the Concession Site.
2. Term
The term of this Agreement shall commence on the date the Maricopa County Board of
Supervisors approves this Use Management Agreement. The term of this Agreement
shall be until June 28, 2040 (approximately 35 years) with a fifteen (15) year renewal
option. The renewal option is subject to the mutual written agreement of both PARTIES
and also subject to the COUNTY and RECLAMATION, agreeing in or before the year
2040, to execute the remaining fifty (50) year option of the Lake Pleasant Regional Park
Recreation Management Agreement, Contract No. # 9-07-30-L0298. The minimum
annual fee, commencing at the renewal term, is subject to escalation annually at a rate
not to exceed five percent (5%) of the previous year's minimum fee or as otherwise
agreed upon by PARTIES.
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3. Anniversary Date
While this Agreement is effective on the date approved by the Board of Supervisors,
the first contract year shall only run until December 31, 2005. Thereafter contract years
shall run from January 1 through December 31, except the last contract year shall end
June 28, 2040. January 1 shall be considered the anniversary date for all purposes of
this Agreement.
4. Fees
During the term of this Use Management Agreement, the CONCESSIONAIRE shall pay
the COUNTY a minimum annual amount or percentage of gross receipts, whiohever is
greater, according to the payment schedule attached as Exhibit C. The minimum
annual amounts referred to shall be made during the month that each consecutive
anniversary date of this Agreement occurs, in advance for the that year (i.e. in January
2007 the minimum annual amount will be due for the 2007 contract year). The
additional fees due, if applicable based on the percentages indicated, shall become due
and payable within ninety (90) days after the end of each contract year (i.e. the balance
payment for the 2007 contract year will be due by March 31, 2008). If the balance due
is not paid in a timely manner, the provisions of Paragraph 4.0 will be imposed.
A. Gross receipts
(1) "Gross receipts" as used in this Agreement shall mean and is defined as
follows:
a) The total amount of annual revenue recognized in accordance with GAAP
for the performance or any act, service or employment of whatever nature
it may be, whether such service, act, or employment is done as a part of
or in connection with the sale of goods, wares, CONCESSIONARE
merchandise or not, for which a charge is made or credit allowed,
including all receipts, cash, credits, and property of any kind or nature,
any amount for which credit is allowed by the seller to the purchaser
without any deduction therefrom on account of the cost of the property
sold, the cost of materials used, labor or service costs, interest paid or
payable, losses or any other expenses whatsoever; provided, the cash
discounts allowed or taken on sales shall not be .included.
b) Revenues from Boat Shows and special events, such as entry fees,
exhibitor fees, etc.
c) Gross receipts may be reduced by any refunds given for any goods or
services.
(2) Gross receipts does not include the following:
a) Gross receipts shall not include the amount of any tax imposed on or with
respect to retail sales whether imposed upon the retailer or upon the
consumer and regardless of whether or not the amount of tax is stated to
customers as a separate charge, or any state, or local sales, transaction
privilege or use taxes required by law to be included in or added to the
purchase price and collected from the consumer or purchaser.
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b) Sales from "vending" operations put on the premises and operated by
COUNTY.
c) Sales from Parks and Recreation Department merchandise available on
consignment at Boating Supply Store.
d) Such part of the sales price of any property previously sold and returned
by the purchaser to the seller which is refunded by the seller by way of
cash or credit allowances given or taken as part of payment on any
property.
e) Receipts from the sale or the trade-in value of any furniture, trade fixtures
or equipment used on the Concession Site, and owned by the
CONCESSIONAIRE.
f) The value •of any merchandise, supplies or equipment exchanged or
transferred from or to other business locations of the CONCESSIONAIRE
where such exchanges or transfers are not made for the purpose of
avoiding a sale by the CONCESSIONAIRE which would otherwise be
made from or at the Concession Site.
g) Receipts in the form of refunds from or the value of merchandise,
supplies, or equipment returned to shippers, suppliers or manufacturers.
h) The amount of any cash or quantity discounts received from sellers,
suppliers, or Manufactures.
i) The amount of the CIP fund set aside according to Paragraph 12.
j) The amounts of any discounts given to the CONCESSIONAIRE's
employees.
k) Electrical billings for wet slip storage that are directly passed through to
the user. This is not to be construed as other operational utilities.
I) Fees from casual boat sales at the Concession Site.
The CONCESSIONAIRE shall not be credited with nor allowed to have any
reduction in the amount of the gross receipts, as herein defined, which results
from any arrangement for a "trade out type" agreement or other such
agreement.
B. Fee Schedule
(1) The schedule for minimum annual payments, additional fees and percentage
calculator is attached as Exhibit C.
(2) It is anticipated, and COUNTY will assist in the permit process, that the
permitting process for up to 544 wet slips will be achieved by December 1,
2006. If this process is unavoidably delayed beyond that date, the fee
schedule Exhibit C.1 will be implemented in its place.
C. Late Payment Interest Charge
The Debt Collection Act of 1982 requires the assessment of a late charge if
payment is not received within thirty (30) days of the due date. The
CONCESSIONAIRE shall make punctual payments (monthly payment, utility
payments, end of year payments etc.,) to the COUNTY through its Parks and
Recreation Department of all amounts due under this Agreement. Payments will
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be due and owing within thirty (30) days of billing by the COUNTY if it is a charge
which is billed, or within thirty (30) days of the due date as identified in this
Agreement. Payments not received within the above time periods will be deemed
late. Late payments will subject the CONCESSIONAIRE to administrative
penalties of 10% of the amount billed or due and owing, and interest at the
'statutory rate from the billing or due date. In addition, failure to make timely
payments will be deemed a default of this Agreement. In the event of litigation to
enforce this provision (collection or default), the prevailing party shall recover its
attorney's fees and costs in such proceeding.
5. Concession Site
The Concession Site is approximately 200 acres of land and water area at Lake
Pleasant Regional Park. A map of the Concession Site is shown in Exhibit A.,
attached hereto. Boundaries, as depicted, are subject to change with mutual
agreement.
6. Performance Guarantee
A. Financing
Within forty-five (45) days of approval of this Agreement by the Maricopa County
Board of Supervisors, the CONCESSIONAIRE shall provide the COUNTY with
approved loan documents, letter of credit or other documentation to demonstrate
to the COUNTY's satisfaction that the CONCESSIONAIRE has secured
adequate financing to complete those projects identified in the Phase I
development of the Concept Plans. Failure to provide such documentation of
financial commitment or if such documentation fails to show that the
CONCESSIONAIRE can complete the projects, shall result in immediate
cancellation of this Use Management Agreement by written notice to the
CONCESSIONAIRE.
B. Capital Construction Guarantee
In addition, within thirty (30) business days of the permitting of a minimum of 544
wet slips or notice to the COUNTY that CONCESSIONAIRE is moving forward
to construct a lesser permitted amount, the CONCESSIONAIRE shall establish a
construction fund of at least 80% of the funds required for preparation and
construction of Phase I of the capital improvements identified in the concept
plans submitted according to Paragraph 16 in lieu of a formal performance bond.
During the period of initial construction of capital improvements, 80% of the
funds necessary for completion of each respective phase of construction, e.g.
Phase I, II or III will at all times remain in the construction fund account. If the
Phase I capital improvements are not completed by the CONCESSIONAIRE as
set forth within a time mutually agreed upon between the PARTIES, in writing,
funds in the Capital Construction Guarantee account will be forfeited to the
COUNTY as liquidated damages for non-performance and place the
CONCESSIONAIRE in default. The CONCESSIONAIRE will provide to the
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COUNTY, through its Parks and Recreation Department, a monthly statement
regarding activities in this account. When the capital improvements as set forth
in Phase I final plans are ninety percent (90%) complete as evidenced by an
approximate expenditure of ninety percent (90%) of the funds committed to initial
capital improvements, then the requirement to maintain the balance in this
account is waived.
At the start of each subsequent phase of construction, a new minimum amount
will be agreed to, in writing, for the subsequent phase to remain in the
construction fund.
7. Accounting Records
The CONCESSIONAIRE shall maintain an accounting system which conforms to
generally accepted accounting principles and which accurately reflects the
results of the entire operation of the COMPLEX. These financial records shall be
retained for a seven (7) year rolling period from the current contract year. The
final seven (7) years of records shall also be retained for five (5) years beyond
the expiration date of this Agreement. These financial records shall be made
available for inspection or audit by the COUNTY, Federal or State Government,
their agents or employees at least, but not more than once per contract year.
Within thirty (30) days after the end of each calendar quarter the
CONCESSIONAIRE shall prepare and submit electronically, in spreadsheet
format, a report itemizing gross receipts, exclusions from gross receipts and
pass-throughs for the quarter just completed. Within ninety (90) days after the
end of the CONCESSIONAIRE's contract year, the CONCESSIONAIRE, at its
own expense, shall prepare and submit to the COUNTY, an Annual Financial
Report (AFR) reflecting the income and expenses as well as balance sheet for
the entire operation of the COMPLEX for the contract year just completed. Said
financial statements shall, at a minimum, be reviewed by an independent auditor.
This independent auditor must be a Certified Public Accountant. This report
shall include a statement that the amounts shown in the financial reports are
consistent with those included in the CONCESSIONAIRE's federal and state
income tax returns relating to the COMPLEX operation. If these are not the
same, a statement explaining any differences shall be included. If the
CONCESSIONAIRE's books, records and other documents relevant to this
Agreement are not sufficient to support and document reported sales, the
CONCESSIONAIRE shall, within thirty (30) days of the auditor's report, make
payment to the COUNTY for any amounts not adequately supported and
documented.
Required Services
The CONCESSIONAIRE is required to provide the following services under the
terms of this Agreement, according to Section 4.3 of the Request for Proposal
("RFP") which resulted in this Agreement:
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A. Motorized watercraft rental and fueling/repair station
B. Non-motorized watercraft rental
C. Moving wet boat storage
D. Dry stack boat storage
E. Boating supply store
F. Boat ramp
G. Parking at the Concession Site
H. Infrastructure improvements at the Concession Site.
9. Authorized Services
The CONCESSIONAIRE is authorized, but not required to provide the following
visitor services during the term of this Agreement:
A'. Photo and film supplies
B. Prepared food (COUNTY must be provided with Health Inspection
Compliance reports)
C. Liquor, beer, subject to Arizona State Licensing requirements
D. Interpretive materials (books, postcards, posters, photographs)
E. Boat launching, for a fee, when specifically requested
F. Propane sales
G. Trailer storage and long-term boat storage
H. Fishing and hunting licenses, subject to approval of the Arizona Game and
Fish Department
I. Pay Phone Service.
J. Maricopa County Park and Recreation Department merchandise.
10. Operating Season
Prior to opening and by January 2nd of each year thereafter, the
CONCESSIONAIRE shall submit to the COUNTY an annual operating schedule
showing hours and days of operation. The COUNTY reserves the right to
approve this schedule. This schedule may be amended by written approval from
the Parks and Recreation Department. The CONCESSIONAIRE shall provide
those security measures that are deemed necessary to reasonably protect the
Concession Site during operational hours as well as during those hours when the
facility is closed.
11. Rate Schedules
Prior to opening Phase I and by January 2nd of each year thereafter, the
CONCESSIONAIRE shall provide such a listing of prices and charges to
COUNTY.
It is the intent of the COUNTY that the services and facilities shall be made
available to the general public at reasonable fees and charges. The
CONCESSIONAIRE agrees to make the facilities available to the general public
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at reasonable fees and charges. In general, the market shall determine rates for
fees and charges and the price of merchandise sold.
The CONCESSIONAIRE shall post and at all times keep on public display the
prices, rates, and charges of all goods and services, as well as the acceptable
forms of payment.
12. Long Term Capital Improvement Fund
Beginning on January 1, 2007, or first calendar year after completion of Phase I,
whatever is later, the CONCESSIONAIRE shall be required to set aside one
percent (1%) of the annual gross receipts of the prior contract year for the
establishment of a Capital Improvement Project Fund ("CIP fund"). The
CONCESSIONAIRE shall establish a separate account entitled Lake Pleasant
Marina Partners CIP Fund. As long as the investments have sufficient liquidity to
satisfy the obligations set forth herein, the CONCESSIONAIRE shall direct the
investment of those funds. The COUNTY shall have final authority over approval
of expenditures from this CIP fund after consultation with the
CONCESSIONAIRE. The CONCESSIONAIRE shall provide quarterly reports to
the COUNTY showing fund activity. At the end of term of this Agreement, any
funds left unencumbered for current capital improvements shall be divided
equally between the CONCESSIONAIRE and the COUNTY.
Beginning with Contract Year four (4) (January 1, 2008) and within sixty (60)
days after the end of each contract year thereafter, the CONCESSIONAIRE shall
provide to the COUNTY, for its review and approval, an Annual Capital
Improvement/Major Maintenance Repair Plan for the next three to five years.
This Plan shall include a budget which details any planned expenditures from the
CIP fund. Requests for use of the CIP fund for purposes not budgeted will be
considered on a case by case basis.
The CIP fund during the term of the Use Management Agreement will only be
expended for new capital improvements or major maintenance and repair of
existing facilities, structures, and other improvements which substantially extend
the useful life of existing facilities, structures and other improvements or improve
revenue-generation opportunities. It will not be used for on-going operating
expenditures or routine maintenance. Expenditure of the CIP Fund will only be
made with consent and approval from the COUNTY.
The CIP fund will be capped at the point that it reaches $1.5 million in fund
balance. Payments in will remain at one percent annually.
If the CONCESSIONAIRE deems the decision by the COUNTY regarding
expenditures from the CIP fund to be arbitrary and not responsive to other
immediate needs of the COMPLEX, the CONCESSIONAIRE may request the
COUNTY to seek input from a qualified consultant or other expert in the field of
dry stack storage, watercraft rental, and boating supply store operations. The
COUNTY and the CONCESSIONAIRE shall agree on the consultant and share
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any cost equally. However, the COUNTY shall retain the right to make the final
decision on expenditures from the CIP fund.
Expenditures eligible to be paid from the CIP fund are for those capital items
beyond those identified in the Initial Capital Improvement Budget Construction
schedule as set forth in Exhibit "C" and beyond those considered routine
maintenance which are required to ensure that the COMPLEX and facilities are
protected against disrepair or obsolescence as set forth in Paragraph 18. With
COUNTY approval, the CIP fund may be used for items agreed upon by the
PARTIES, including but not limited to such items as:
• Major repair/replacement of boat slips
• Major repair/replacement of dry storage units
• Re-paving of the parking lot
• Major repair/replacement of wastewater treatment system
• Major re-roofing of the dry boat storage roof
• Major repair/replacement of the fuel tanks
13. Quality of Service
The CONCESSIONAIRE shall furnish services as stated in this Agreement in a
diligent, professional and creditable manner satisfactory to the COUNTY in
accordance with all applicable statutes, laws, ordinances, rules and regulations.
An annual evaluation may be made of the quality of operation and maintenance
of the COMPLEX and of compliance with all terms of this Agreement to
determine if there are areas of deficiency to be addressed and corrected. The
CONCESSIONAIRE shall give full cooperation in this evaluation process.
Failure to timely address deficiencies will be grounds for default. The COUNTY
reserves the right to prohibit the sale or rental of any items or services it
reasonably deems dangerous, unsafe, unhealthy, or beyond the scope of
merchandise necessary for proper service to the public. Glass beverage
containers are not permitted in any area of LPRP which includes the COMPLEX,
or any extension thereof (e.g. floating convenience store, etc.)
14. Right to Encumber
The COUNTY does hereby consent and agree that the CONCESSIONAIRE may
encumber this Agreement including any of the CONCESSIONAIRE's furniture,
fixtures, equipment and inventory related to operation of its business which is the
subject matter of this Agreement, by chattel mortgage, UCC security agreement
or other security-type instrument to assure the payment of a promissory note or
other obligations of the CONCESSIONAIRE. The CONCESSIONAIRE may not
mortgage or encumber any improvements that are permanently affixed to the
land or any lands upon which the COMPLEX lies. Improvements that can be
disassembled and removed without damage to the underlying real estate are not
considered permanently affixed (e.g. rack supported structures and storage
systems such as dry stack storage; floating marina system; above ground water
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treatment, sewage and fuel systems). In the event said security type instrument
should at any time be in default and be foreclosed or transferred in lieu of
foreclosure, written approval of the COUNTY must be obtained prior to any
assignment of this Agreement as set forth in Paragraph 17.D.
15. Insolvency or Bankruptcy
Upon proceedings resulting in an involuntary or voluntary bankruptcy, or state or
federal receivership, wherein a receiver is in possession of the assets of the
CONCESSIONAIRE, the COUNTY and the CONCESSIONAIRE specifically
agree that such action constitutes a breach and default of this AgreeMent
notwithstanding 11 U.S.C. Section 365 of the Bankruptcy Code and the
provisions of Paragraph 27, captioned "Default and Termination," of this
Agreement will apply. The CONCESSIONAIRE must notify the COUNTY of its
intent to seek bankruptcy protection at the earliest possible time prior to such
filing.
In the event that bankruptcy proceedings serve to terminate this Agreement
through a judicial process or as provided above, a lender which has made itself
known to the COUNTY, in writing, shall be permitted to enter into a new Use
Management Agreement under the same terms and conditions as contained
herein provided that prior that to entering into such new Agreement, the lender
retains a manager or operator as follows:
(1) The manager or operator is an experienced dry stack storage, watercraft
rental, and boating supply store complex manager or operator and is
recognized in the dry stack storage, watercraft rental, and boating supply
store business community as such; and
(2) Such manager or operator agrees to manage and is capable of operating the
COMPLEX in a manner and at a level suitable to the COUNTY and
consistent with the standards of the dry stack storage, watercraft rental, and
boating supply store business community.
If such conditions are met, the approval of the COUNTY for such manager or
operator will not unreasonably be withheld or delayed.
16. Development Process
At a minimum, each Phase of development (Phase I and future phases) will
include the three stages of review during the development process and will
consist of the following:
A. Concept Plans
Within sixty (60) days of approval of the Use Management Agreement by the
Maricopa County Board of Supervisors, Concept Plans shall be submitted to the
Parks and Recreation Department for review and approval. The
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CONCESSIONAIRE will not proceed with the second phase (Preliminary Plans)
until a written acceptance and notice to proceed is received from the COUNTY.
Concept Plans will be prepared at a scale of 1" = 200' on topographic base
maps. Plans will identify schematic site configurations including: circulation
patterns; use areas; building envelopes; drainage patterns, including pre-
development 100-year discharges; grading concepts, including proposed finish
grades at critical elements (buildings, ramps, etc.); architectural concepts
including gross square footage, building type, options for exterior finishes, and
roofing; landscape concepts including hardscape and planting areas, signage
and plant materials; site lighting concepts including types and potential locations;
and conceptual utility requirements including power, water, sewer, and
telephone. (Additionally, future expansion potentials will be identified).
Concept plans will include budget and construction schedules.
B. Preliminary Plans
Following the initial project meeting, Preliminary Plans will be provided to the
COUNTY within sixty (60) days of receipt of acceptance of Concept Plans and
written notice to proceed with Preliminary Plans. The CONCESSIOINAIRE will
not proceed until such notice is given.
Preliminary Plans will be prepared at a scale of not greater than 1" = 50' on
topographic base maps. Plans will identify layouts for Phase I construction for all
site elements including circulation and parking, activity areas, buildings,
drainage, grading, landscaping, lighting, signage and utilities. Plans will conform
to all applicable codes and will meet Federal Accessibility Standards. Proposed
floor plans and elevations will be prepared for all buildings. Capacities and
circulation patterns will be identified for all vehicular and trailered traffic, including
wet and dry storage facilities. Schematics for handling storm water runoff will be
prepared and will include calculations for post-development runoff. A preliminary
grading plan will be prepared which will identify areas of cut and fill as well as all
proposed finished floor and other critical finished grade elevations. The
preliminary landscape plan will include type and spacing of plant materials for
screening and landscaped areas, earth forms, hardscape elements, typical
plantings in key areas such as entryways and walkways, and a plant palette.
Site lighting will be shown in proposed locations. Proposed locations and types
of signs, including materials, color, etc., will be presented. "Landscaping, Site
Construction, and Color Scheme: All new facilities should be constructed of
materials that blend with the surrounding landscape in form, texture, line and
color." Utility schematics, including desired locations for points of connection,
will be developed. Loading requirements will be calculated. Preliminary cost
estimates and quantities will be prepared.
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C. Final Plans
Final plans shall be submitted to the COUNTY for review at the 30%, 60%, and
90% stages of completion. With prior written approval of the COUNTY, the 30%
submittal review may be satisfied by the Preliminary Plans stage. Any deviation
from the Final plans must be approved in writing by the Parks and Recreation
Department.
Final Plans shall be prepared at a scale not greater than of 1" = 50'. Plans shall
conform to all applicable codes and will meet current Federal Accessibility
Standards.
Final plans shall consist of all plans and specifications necessary to construct the
COMPLEX. These will include, but not be limited to, the following: architectural,
landscape architectural and engineering components.
Final plans will include the budget and construction schedule and anticipated
dollar expenditures.
D. "As Built" Plans
"As Built" Plans will be submitted to COUNTY upon completion of said
facility/complex for all Phases of construction. Plans submitted shall consist of
all plans, specifications and support documentation necessary to construct the
COMLEX. These will include, but not be limited to, the following: architectural,
landscape and engineering components, copies of permits/approvals needed for
construction and all supporting documentation.
E. Plan Approval
(1) Plans for new improvements or construction activities, or the modification of
existing improvements must be submitted in writing to COUNTY for its prior
review and written approval. No improvements or construction activities may
commence until prior written approval is granted.
(2) All docks placed within the Concession Site must meet specifications
mutually agreed upon between COUNTY and CONCESSIONAIRE as part of
the development process.
(3) All utility lines shall be placed underground.
(4) Improvements and/or construction activities may require the completion of
National Environmental Policy Act ("NEPA") reviews, cultural resource
compliance, and US Army, Corps of Engineers permitting requirements
before any improvements and/or construction activities commence. As such,
and depending upon the extensiveness of proposed improvements, the
CONCESSIONAIRE must plan its activities in advance and provide
COUNTY, and relevant permitting authorities, sufficient time to review all
drawings and proposals, prepare NEPA documentations, etc.
(5) The CONCESSIONAIRE shall comply with all applicable health, building,
zoning, fire and safety codes, all applicable environmental statutes,
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regulations and ordinances, the Americans with Disabilities Act of 1990, the
Architectural Barriers Act of 1968, the Uniform Federal Accessibility Act of
1983, and the Arizona Native Plant Law. The CONCESSIONAIRE shall be
responsible for obtaining all applicable permits, licenses, etc., including, but
not limited to, safety, fire, health, building, zoning, drainage, grading,
environmental, etc. Upon approval of plans and specifications, and the
securing of necessary permits, licenses, etc., the CONCESSIONAIRE may
commence construction. A copy of reproducible as-built "mylarn plans and
specifications as well as electronic files shall be furnished to the COUNTY
within thirty (30) days of completion.
(6)The CONCESSIONAIRE shall diligently pursue all required permits in an
expeditious manner which will allow the earliest possible date for construction
of the Concession Site. Acquisition and costs for all permits are the
responsibility of the CONCESSIONAIRE. If, for any reason construction of
the Concession Site does not begin within three (3) years of the permitting of
the wet slips, the COUNTY may unilaterally cancel this Agreement upon
written notice to the CONCESSIONAIRE and the amount in the construction
account (see Paragraph 6.B) will be forfeited.
(7)The CONCESSIONAIRE shall design, construct or reconstruct improvements
at the COMPLEX including all costs associated with meeting any federal,
state or local permitting requirements. Any construction or renovation at any
time during this Agreement shall require prior approval of the COUNTY.
17. Concessionaire Provided Improvements
A. Concessionaire Property
The CONCESSIONAIRE shall provide at its expense all equipment, furnishings,
and supplies necessary to fulfill its obligations under the terms and conditions of
this Agreement, including but not necessarily limited to the following:
(1)All equipment necessary to operate the concession store.
(2)All property or equipment for recreation-related services the
CONCESSIONAIRE is required to provide and any equipment needed for
additional services offered.
(3)Vehicular support for the concession operation.
(4)Tools and maintenance equipment needed for maintenance of facilities.
B. Improvements
General descriptions of the improvements to be constructed are presented in the
Request for Proposal documents and are to be considered a part of this
Agreement. The estimated development costs at the time of the RFP were
$13,062,000
Further, the CONCESSIONAIRE agrees to expend, at a minimum, the total
budgeted costs for improvements as set forth in the Request For Proposal
documents or within ten percent (10%) thereof ($11,755,800). However, such
expenditures are not restricted to each specific improvement. The
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CONCESSIONAIRE shall provide the COUNTY with financial records to
substantiate the expenditures for such capital improvements.
C. Utilities/Mechanical Maintenance
The CONCESSIONAIRE will be required to pay the cost of all utilities, including
the cost of bringing utilities to the COMPLEX. The CONCESSIONAIRE shall be
responsible for installing a meter at the point of contact. This meter shall be
designated as the COMPLEX meter. The COMPLEX meter shall meet the
COUNTY's specifications. In addition, COMPLEX will be separately billed by the
independent service provider.
D. Ownership of Improvements Upon Expiration or Termination
Upon the expiration or termination of this Agreement, or any renewal thereof, for
reasons other than the default of the CONCESSIONAIRE, the COUNTY agrees
to purchase all improvements by CONCESSIONAIRE -on the COMPLEX SITE
necessary for the operation of the COMPLEX including non-obsolete/non-
perishable store inventory and fuel inventory, at 90% of fair market value, as
determined by an appraiser agreed upon by both of the PARTIES hereto, or if
the PARTIES cannot agree on an appraiser, each party shall hire its own
appraiser to value the property. Costs of appraisals shall be shared by the
PARTIES equally. If the appraisals are within ten (10%), the fair market value
shall be the average of the two appraisals. If the difference in the appraisals is
more than ten (10%), the PARTIES shall make a good faith attempt to agree on
a compromise fair market value. If a compromise cannot be reached, the matter
will be submitted to mediation pursuant to Paragraph 29. The
CONCESSIONAIRE shall remove any and all of its personal property which is
not subject to purchase by the COUNTY„ personal. effects, or other personal
property owned or leased by the CONCESSIONAIRE which is not necessary for
the COUNTY'S operation of the COMPLEX, and shall restore the Concession
Site to a condition satisfactory to COUNTY. All property not removed within sixty
(60) days of the termination date of this Agreement shall thereafter be
considered abandoned and will automatically become the property of COUNTY
and subject to disposal under COUNTY regulations. Removal of property and/or
any required repair or restoration of COUNTY land or facilities by COUNTY after
sixty (60) days following the termination date of this Agreement will be performed
by COUNTY and the CONCESSIONAIRE will be billed for all reasonable costs
associated with the performance of this work.
Ownership of improvements upon termination for default by CONCESSIONAIRE
is subject to Paragraphs 27 & 28.
Page 17 of 46

18. Limitations
A. Utility Easements
The COUNTY shall retain the right to establish access or utility easements
through the COMPLEX provided, however, the COUNTY shall not unduly
interfere with the CONCESSIONAIRE's use of the COMPLEX. Reasonable
notice shall be provided to the CONCESSIONAIRE and such installation of
utilities shall be coordinated with the CONCESSIONAIRE. Relocation of any
existing utilities by the CONCESSIONAIRE shall be coordinated with, and prior
written approval obtained from the COUNTY. Said relocation, if requested by the
CONCESSIONAIRE, shall be at the expense of the CONCESSIONAIRE. As-
built drawings of all utility installations by the CONCESSIONAIRE shall be
furnished to the COUNTY within thirty (30) days of completion of the project. As-
built drawings of, all utility installations by the COUNTY shall be furnished to the
CONCESSIONAIRE upon request.
B. Additional Services
The CONCESSIONAIRE shall have the right to use the Concession Site only for
the activities set forth in Paragraphs 8 and 9 of this Agreement and any other
products, sales and/or services approved, in writing, by the COUNTY. This
Agreement does not preclude the COUNTY from granting rights to similar
additional services items as listed in Paragraph 9 at other locations within LPRP.
However, any future required COMPLEX activities as outlined in Paragraph 8, as
well as Boat and Trailer Storage, deemed appropriate and desirable by the
COUNTY shall first be offered to the CONCESSIONAIRE.
C. Assignment
The CONCESSIONAIRE may not assign, sublet, or subcontract any of the
CONCESSIONAIRE's rights or interests in the heretofore described COMPLEX
without prior written approval of the COUNTY. The principal stockholders or
partners must remain in majority control of the business entity throughout the
term of this Agreement, unlesS an assignment of the majority control is
approved, in writing, by the COUNTY. Violation of the above shall be considered
a breach of this Agreement. It is not the intent of this Paragraph to hinder or
prevent the CONCESSIONAIRE from offering collateral to lending institutions.
The CONCESSIONAIRE may encumber its equity in this Agreement, provided
the proceeds of such loan are used to benefit only the COMPLEX Operation
described in General Provisions.
In the event the CONCESSIONAIRE defaults pursuant to the terms of any such
loan agreement, CONCESSIONAIRE's rights in this Agreement may be
transferred to the holder of the security interest as provided in Paragraphs 14
and 15 of this Agreement.
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This Agreement may only be assigned to a person or entity ("ASSIGNEE") for its
unexpired term and only with prior written consent of COUNTY. COUNTY shall
review the business management capability of the ASSIGNEE, shall require a
background survey including financial profile and felony arrest record report of
the ASSIGNEE, and may require that a financial analysis of the concession
operation including an appraisal of real property improvements be conducted
before approving an assignment of the Agreement.
The CONCESSIONAIRE shall provide COUNTY with at least ninety (90) days
prior- written notice of a sale or transfer of this Agreement so any requested
analysis or study can be completed in a timely manner. The
CONCESSIONAIRE shall pay COUNTY an initial administrative transfer fee of
$2,500.00 upon notification of a potential assignment. The CONCESSIONAIRE
must also agree to pay any additional charges COUNTY incurs as a result of the
assignment.
Conditions of the Agreement are subject to change by COUNTY before approval
of a sale transfer. The length of the term may be reduced but not extended.
COUNTY understands that the CONCESSIONAIRE will have made financial
investments in the Concession Site and COUNTY will work with the
CONCESSIONAIRE and any ASSIGNEE to expedite the sale and transfer of the
Agreement to a COUNTY approved ASSIGNEE.
This Agreement shall be binding on and inure to the benefit of the PARTIES,
their respective heirs, successors and assigns, whether by agreement or
operation of law as authorized by this Agreement.
The CONCESSIONAIRE may not develop business partnerships with other
individuals or companies to provide goods, and services of the COMPLEX,
without the prior written approval of COUNTY. No such partnership or business
arrangement shall provide for the continual presence of anyone on the
Concession Site but the CONCESSIONAIRE or its employees. The
CONCESSIONAIRE may not sub-concession any activities or services required
under Paragraph 8 by this Agreement, or other services or activities not
specifically addressed herein, except by written agreement from the COUNTY.
It is understood at the signing of this Agreement that Skipper Marine
Development is the development agency selected by the CONCESSIONAIRE for
development and management of the COMPLEX.
D. Concessionaire Occupancy
The establishment of a residence, either permanent or temporary, requires the
following:
(1) The preparation of a Special Use Permit, defining the term of the residency.
(2) Written approval by the Department Director after securing approval from the
Bureau of Reclamation.
Page 19 of 46

(3) Demonstrated benefit to the COUNTY and CONCESSIONAIRE in terms
safety, monitoring, revenue enhancement.
(4) No fee shall be charged to the concessionaire for the issuance of the Use
Permit.
E. Equipment Storage
The CONCESSIONAIRE may not store any personal equipment (except as may
be determined appropriate by COUNTY) at the Concession Site or elsewhere at
LPRP which does not specifically support the daily operation of the services
required under the terms and conditions of this Agreement.
F. Construction Schedules
The CONCESSIONAIRE agrees to schedule and conduct any construction
activity in the Concession Site in a manner that minimizes hazards and
inconvenience to the public.
G. Right of Entry
There is reserved to the COUNTY and/or RECLAMATION, its successors,
agents, the right of the officers, agents, employees, licensees, and permittees, or
the designees of public bodies, at all proper times and places, freely to have
ingress to, passage over, and egress from all of said lands, for the purpose of
exercising, enforcing, and protecting their rights and the terms and conditions
described in and reserved by this Agreement, including the right of physical entry
to the area for inspection, monitoring, or any other purpose consistent with any
right or obligation of the COUNTY under any law or regulation, or for the
purposes of surveying park users and customers at the Concession Site. The
COUNTY will notify the CONCESSIONAIRE of any unsatisfactory condition
relative to the construction, management, operation and maintenance of the
COMPLEX. The CONCESSIONAIRE shall take immediate action to correct such
conditions at the CONCESSIONAIRE's expense.
H. Damages
The CONCESSIONAIRE hereby releases the COUNTY and/or RECLAMATION
from all claims for damages to CONCESSIONAIRE owned facilities, structures,
or improvements, authorized by this Agreement, or to the property stored or used
in connection therewith, resulting from reservoir fluctuation, blowing silt, or from
any future modification of the dam, reservoir, or adjoining COUNTY and/or
RECLAMATION lands.
I. Suspension
The COUNTY shall have the authority to immediately suspend any of the
CONCESSIONAIRE's operations if it is determined that there is an imminent risk
or threat to the public, employees or park staff and to enhance or protect project
Page 20 of 46

purposes, resources, health and enjoyment. Such suspension to remain in
effect until the risk or threat has been resolved to the reasonable satisfaction of
the COUNTY.
The CONCESSIONAIRE shall temporarily suspend any of its COMPLEX
operations in the event conditions (natural, man-caused or mechanical) present
a risk to the Concession Site, the employees, the public or park staff. If the
CONCESSIONAIRE so suspends operations, the COUNTY shall be immediately
notified, and the suspended operations shall resume as soon as reasonably
possible following a resolution of the hazard or condition causing the temporary
suspension at which time the Park supervisor will be notified.
If the park is closed for more than 30 days, the CONCESSIONAIRE may apply to
the COUNTY and receive a corresponding offset to the annual minimum
payment if the closure was not caused by the fault or negligence of the
CONCESSIONAIRE.
In the event of such suspension, COUNTY shall not be liable for any
compensation to the CONCESSIONAIRE for any losses, including, but not
limited to, lost income, profit, wages, or other compensation, which may be
claimed by the CONCESSIONAIRE. In the event COUNTY determines that
such a suspension is sufficient to prevent the continued operation of this
Agreement, this Agreement shall be terminated in accordance with Paragraph 20
of this Agreement.
J. Exclusive Use
The CONdESSIONAIRE shall not allow the development of exclusive uses
within the Concession Site, such as pouring rights, naming rights or franchising.
COUNTY retains the right to determine the definition or instances of exclusive
use. For example, the CONCESSIONAIRE cannot sell naming rights to
Coppertone to become the "Coppertone Convenience Store."
K. Seasonal Use
The COMPLEX operation at Lake Pleasant Regional Park is anticipated to be a
year-round operation. Availability to floating dock and wet slips for customers is
anticipated to be 24/7/365. Other reasonable access hours will be agreed to in
accordance with Paragraph 10.
L. Park Closure
The COUNTY reserves the right to close any area of the LPRP when deemed
necessary. The COUNTY may establish limits of visitation at any area of LPRP
including the COMPLEX, based on public health and safety, availability of
parking spaces, or any other reason deemed by the COUNTY to be in the public
interest. COMPLEX patrons do not have superior rights over other visitors to the
Page 21 of 46

LPRP in the event the LPRP is temporarily closed. The COUNTY will make
reasonable efforts to maintain access to the COMPLEX.
M. Provision for Alcoholic Beverages
The CONCESSIONAIRE may otherwise acquire appropriate Arizona liquor
licenses from the Arizona Department of Liquor Licenses and Control. The
COUNTY shall not object to the CONCESSIONAIRE providing alcoholic
beverages to the public as allowed pursuant to such licenses to the extent
allowed by Park Rules as they may be amended from time to time. Upon
securing a liquor license, the CONCESSIONAIRE shall comply with all applicable
statutes, laws, rules and regulations governing the sale of alcoholic beverages.
The CONCESSIONAIRE shall protect, defend, indemnify and hold harmless
RECLAMATION and the COUNTY from and against all damages, liabilities,
costs, charges and expenses including attorneys' fees and court costs from any
activity, condition or event arising out of or related to the CONCESSIONAIRE's
storage, sale, use or disposition of alcoholic beverages on or from the
COMPLEX, or any extension there of (e.g. floating convenience store, etc.).
19. Concessionaire Operation And Maintenance Responsibilities
A. Annual Operating and Maintenance Plan
Within 60 days after the beginning of contract year one and by March 1 of each
contract year thereafter, the CONCESSIONAIRE will provide to the COUNTY a
Routine Operating and Maintenance (O&M) Plan for the COUNTY's review and
approval. Routine maintenance or repair is that which would normally be
expensed during a contract year under Generally Accepted Accounting
Principles ("GAAP"). This plan shall identify all proposed projects which require
regular repair or on-going maintenance of existing facilities and structures. The
O&M plan shall describe how often maintenance activities will be performed at
the Concession Site, how the CONCESSIONAIRE will provide services to the
public, proposed ,hours of operation, how often trash pick-up will occur,
protection of public health, safety, and the environment, and emergency plans in
the event of fire or hazardous material spills. The plan shall contain sufficient
detail to enable COUNTY to monitor operations for compliance. The CIP Fund
cannot be used for expenditures in this category. Examples of expenditures in
this category may include, but not be limited to, the following:
(1) Painting of the COMPLEX and other facilities,
(2) Repair of vandalism,
(3) Repair or replacement of deck area,
(4) Repair due to normal wear and tear,
(5) General maintenance of facilities and improvements to protect
against disrepair or obsolescence,
(6) Placing, anchoring, adjusting, or otherwise operating and maintaining service
docks and the boat ramp courtesy dock,
Page 22 of 46

(7) Maintain and repair the fish cleaning station if applicable during the recreation
season, in accordance with the COUNTY and Arizona Game and Fish; and
(8) Chip sealing the parking lots.
B. Concessionaire Responsibilities
The CONCESSIONAIRE accepts responsibility for the management, operation,
and maintenance of the COMPLEX and Concession Site during the term of the
Agreement.
In the event the CONCESSIONAIRE does not maintain CONCESSIONAIRE
owned buildings or improvements to meet codes or standards of COUNTY,
COUNTY will give the CONCESSIONAIRE thirty (30) day written notice to
correct the problem, or remove the subject property from COUNTY property.
In addition the CONCESSIONAIRE agrees to assist in the collection of data
related to recreation uses occurring within the Concession Site (COUNTY will
provide the form on which to collect such data)
C. Housekeeping
It is the responsibility of the CONCESSIONAIRE to provide employees and
visitors a safe, orderly, sanitary and visually acceptable Concession Site. The
CONCESSIONAIRE shall provide all necessary housekeeping activities so that
clean and sanitary conditions exist at all times. In order to assure a high
standard of physical appearance, operation and maintenance for the COMPLEX,
appropriate inspections may be performed by the COUNTY and
RECLAMATION. Should the COUNTY require the CONCESSIONAIRE to
perform maintenance or make repairs to meet this standard, the
CONCESSIONAIRE shall comply in a timely manner or be subject to default.
20. Termination
A. Termination
(1) COUNTY may terminate this Agreement in whole or in part for default.
(2) Operations under this Agreement may be suspended in whole or in part at
the discretion of COUNTY when necessary to enhance or protect area
resources or visitor enjoyment or safety.
(3) Termination or suspension for default may be utilized in circumstances where
the CONCESSIONAIRE has breached any requirement of this Agreement,
including, but not limited to, failure to maintain and operate facilities and
services to the satisfaction of COUNTY in accordance with COUNTY's
requirements hereunder. (See Paragraph 27)
(4) In the event it is deemed necessary by COUNTY to suspend operations
under this Agreement, in whole or in part to enhance or protect area
resources or visitor enjoyment or safety, COUNTY shall not be liable for any
compensation to the CONCESSIONAIRE for losses occasioned thereby,
Page 23 of 46

including but not limited to, lost income, profit, wages, or other monies which
may be claimed other than as provided in Paragraph 18.1 Sub-Paragraph 3.
(5) To avoid interruption of services to the public upon the expiration or
termination of this Agreement for any reason, the CONCESSIONAIRE, upon
the request of COUNTY, may continue to conduct all operations hereunder
for a reasonable period of time to allow COUNTY to select a successor
CONCESSIONAIRE.
(6) Failure of the CONCESSIONAIRE to make required concession payments
within sixty (60) days of the due date may be grounds for termination of this
Agreement.
(7) Any activity deemed to be illegal on Federal, State, COUNTY and local lands
will be cause for immediate termination of the Agreement.
B. Service of Written Notice
Written notices required or permitted pursuant to this Agreement shall be served
or given as set forth in Paragraph 21.M of this Agreement.
C. Interim Operations
COUNTY may select an interim operator in the event this Agreement is
terminated for default prior to its termination date. A new CONCESSIONAIRE
may be selected as the interim operator if COUNTY deems it to be in the best
interests of the COUNTY.
21. Indemnification and Insurance
A. Indemnification
The CONCESSIONAIRE shall indemnify and hold harmless the COUNTY and
RECLAMATION from any claims by third parties in connection with construction
and maintenance of facilities at the COMPLEX. It is expressly agreed that for the
purposes of this Agreement, the CONCESSIONAIRE is not the agent of the
COUNTY or RECLAMATION for any purpose whatsoever. The
CONCESSIONAIRE shall not have any authority to create any lien against the
COUNTY or RECLAMATION for labor, materials, or services furnished by the
CONCESSIONAIRE, its contractors or sub-contractors. If, because of any act or
omission (or alleged act or omission) of the CONCESSIONAIRE, any
mechanic's, materialman's or other lien, charge or order for the payment of
money shall be filed or recorded against the Concession Site or any building or
improvement thereon or against the COUNTY or RECLAMATION (whether or
not such lien, charge or order is valid or enforceable as such), the
CONCESSIONAIRE shall immediately notify the COUNTY. The
CONCESSIONAIRE shall, at its own expense, cause the same to be canceled
and discharged of record within thirty (30) days after the CONCESSIONAIRE
shall have received notice of the filing thereof, or the CONCESSIONAIRE may,
within said period, furnish to the COUNTY a bond satisfactory to the COUNTY
against said lien, charge or order, in which case the CONCESSIONAIRE shall
Page 24 of 46

have the right in good faith to contest the validity or amount thereof, as provided
by law. The CONCESSIONAIRE's failure to bond over or remove said lien,
charge or order may be considered a breach of this Agreement.
The CONCESSIONAIRE agrees to indemnify and hold harmless both
RECLAMATION as well as the COUNTY including any . of their departments,
agencies, officers, or employees, from and against all liability, loss, expense,
damage, claim or judgment of any nature whatsoever including attorney's fees
and court costs which is caused by any activity, condition or event arising out of
the performance or non-performance of the provisions of this Agreement, except
where caused by the sole or contributory negligence or willful misconduct of the
COUNTY and RECLAMATION and/or of any of its departments, agencies,
officers, employees, or agents.
B. Insurance
The CONCESSIONAIRE shall maintain Concession Site specific:
(1) Public liability insurance, including bodily injury/property damage, auto
liability, Concession Site liability, products and completed operations liability,
bailee legal liability, liquor liability and contractual liability, providing limits of
not less than $3,000,00Q combined single limit for injuries or damage
received or sustained by any person(s), or property, as a result of any one
occurrence or incident. The insurance policy must include coverage for
environmental cleanup and pesticide/herbicide coverage.
(2) The CONCESSIONAIRE is required to carry Worker's Compensation for
statutory limits.
(3) Casualty insurance in an amount sufficient to rebuild the improvements in
case of catastrophic loss. The COUNTY will be the sole "loss payee"
pursuant to such policies and, as such will be entitled to receive and subject
to Paragraph 21.B, shall be obligated to apply insurance proceeds to repair or
reconstruct damaged improvements. Such insurance proceeds shall not be
paid to or deemed part of the COUNTY's general fund. Proceeds deposited
with the COUNTY will be disbursed pursuant to customary construction
lending practices in the Phoenix, Arizona area, as such repair and restoration
is made and subject to such procedures as the COUNTY may require
monitoring the application of such proceeds. In the event a lender to the
CONCESSIONAIRE has notified the COUNTY that it holds a security interest
in this Agreement, such lender shall have the right to approve the
disbursement procedure for the proceeds, such approval not to be
unreasonably withheld or delayed. Reconstruction will be done in consultation
with the CONCESSIONAIRE and any such lender.
Page 25 of 46

(4) ADDITIONAL REQUIREMENTS:
a) The COUNTY and RECLAMATION shall be named as "additional
insureds" under all policies of insurance. Copies of all insurance policies
shall be made available to the COUNTY upon request. Copies of the
Certificate of Insurance (COI) shall be furnished annually to the COUNTY.
The COUNTY shall be given (30) days advance written notice of
cancellation of policy, non-renewal, or change in coverage or limits.
b) Failure of the CONCESSIONAIRE to provide and maintain the required
insurance coverage listed above during the course of this Agreement shall
be considered a default by the CONCESSIONAIRE and subject the
CONCESSIONAIRE to applicable remedies pursuant to Paragraphs 26
and 27 of this Agreement.
c) Upon justification to the CONCESSIONAIRE, the COUNTY reserves the
right to revise the minimum required limits during the term of this
Agreement.
(5) The CONCESSIONAIRE assumes all risk of loss of the property. Loss to the
property may result from, but is not limited to, theft, vandalism, fire and any
fire-fighting activities (including prescribed burns), land slides, rising waters,
winds, falling limbs or trees, and acts of God. If any authorized
improvements are destroyed or substantially damaged, COUNTY shall
conduct an analysis to determine whether the improvements can be safely
occupied in the future and whether rebuilding should be allowed. If rebuilding
is not allowed, all or portions of this Agreement may be terminated.
(6) If, prior to commencement of or during the term of this Agreement, any
property, real or 'personal, under the control of the CONCESSIONAIRE or
any buildings or improvements or such fixtures or equipment on, below,
above, or appurtenant to the Concession Site at the commencement of the
term or thereafter erected, installed or placed thereon shall be destroyed or
damaged in whole or in part by fire or any other cause, except condemnation,
the CONCESSIONAIRE shall give immediate notice thereof to the COUNTY.
The CONCESSIONAIRE shall immediately secure the area to prevent injury,
vandalism and further damage to persons, improvements, and contents
thereof, and direct its insurer to make any payment of loss to the COUNTY
for disbursement pursuant to Paragraph 21b (3) above.
(7) If the destroyed or damaged buildings, improvements, fixtures or equipment
are capable of restoration, this Agreement shall continue in full force and
effect, except that the payment to the COUNTY by the CONCESSIONAIRE
may, to the extent not covered by insurance, be abated and/or other relief
afforded to the extent that the CONCESSIONAIRE can demonstrate, and that
the COUNTY may corroborate, that the damage and/or restoration interferes
with the CONCESSIONAIRE's operations. Any such claim shall be denied if
such destruction is found by the COUNTY to have been caused by the fault
Page 26 of 46

or neglect of the CONCESSIONAIRE. The CONCESSIONAIRE agrees to
cooperate in determination of the abatement and/or other relief to be
provided by furnishing all information requested relative to its operations, and
permitting examination and audit of all accounting records kept in connection
with the conduct thereof.
(8) The CONCESSIONAIRE shall, as soon after damage as reasonably possible,
apply for all required permits of whatever nature to restore damaged
improvements, and complete restorations within a date mutually agreeable to
the PARTIES. Should such damage or destruction occur within thirty-six (36)
months of this Agreement's scheduled termination date, the
CONCESSIONAIRE and the COUNTY may mutually agree to the extent of
the restoration, if any.
22. General Conditions
The CONCESSIONAIRE agrees to comply with all applicable federal, state,
county, and city statutes, laws, ordinances, rules, regulations, and instructions
including Maricopa County Parks Rules and Regulations, which relate to the
construction, reconstruction, management, operation and maintenance of the
COMPLEX, and to keep fully informed of and in compliance with any changes or
revisions thereto. The CONCESSIONAIRE shall obtain all licenses and permits
and pay all taxes, assessments, fees and other expenses of any nature,
associated with the construction of facilities as well as management, operation
and maintenance of the COMPLEX. The CONCESSIONAIRE shall specifically
comply with the following:
A. Public Access
The CONCESSIONAIRE may restrict public access within the Concession Site
for security and/or health and safety reasons, upon prior written approval by
COUNTY. The CONCESSIONAIRE shall have no other control over public
access to or use of the Reservoir and surrounding COUNTY/Federal lands. The
CONCESSIONAIRE may assess a charge should a member of the public
specifically ask the CONCESSIONAIRE to launch or retrieve their boat for them.
The CONCESSIONAIRE may charge for use of the boat ramp at the Concession
Site.
The COMPLEX shall be open to the public and otherwise enhance public
recreational uses at the LPRP. No person shall be denied use of the COMPLEX
facilities because of race, sex, age, handicap, disability, color, religion or national
origin.
However, the CONCESSIONAIRE is responsible for ensuring that the all patrons
experience the quiet enjoyment of the COMPLEX and the CONCESSIONAIRE
has an obligation to protect its customers and employees from any person(s)
acting in a disruptive manner. Therefore, the CONCESSIONAIRE has the
Page 27 of 46

responsibility to remove any person(s) acting in a disruptive manner or displaying
inappropriate behavior.
B. Non-Exclusive Use
The use and occupancy authorized by this Agreement is not exclusive.
COUNTY reserves the right for itself or to allow others to use the Concession
Site in any way that is not inconsistent with the CONCESSIONAIRE's rights and
privileges under this Agreement, after consultation with all PARTIES involved.
Except for any restrictions that the CONCESSIONAIRE and COUNTY agree are
necessary to protect the installation and operation of authorized structures and
developments, the lands and waters covered by this Agreement shall remain
open to the public for all lawful purposes. To facilitate public use of this area, all
existing roads shall remain open to the public, except for roads that may be
closed by joint agreement of the CONCESSIONAIRE and COUNTY.
C. Compliance
The CONCESSIONAIRE shall comply with all applicable federal, state, county
and local laws, orders, rules and regulations, and COUNTY policies and
directives and standards, including Park Rules and Regulations, in effect now or
as may be modified or amended in the future.
D. Accident Reporting
The CONCESSIONAIRE shall immediately report to COUNTY any event which
results in the death or significant injury requiring medical transport or attention to
CONCESSIONAIRE's employee(s) or member(s) of the general public.
E. Amendment
This Agreement may be amended by mutual written consent of the PARTIES
hereto, or by unilateral action of COUNTY when necessary to conform to
Reservoir-specific operations or public laws, rules, regulations or policies. The
length of term of this Agreement may not be extended beyond its fifteen (15)
year renewal option.
F. Safety Program
The CONCESSIONAIRE shall develop and implement a safety program to be
submitted by start of each new contract year for COUNTY review and
concurrence. The program should include a self-inspection of all equipment,
facilities and work processes by qualified concession personnel to verify
compliance with established Federal, State, COUNTY, and local safety and
occupational health regulations.
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G. Pest Control and Salvage
The CONCESSIONAIRE shall be responsible for managing vermin and other
pests, including weeds, on all lands and facilities within the Concession Site.
Prior to initial operations, the CONCESSIONAIRE shall develop and submit for
COUNTY approval, a pest management plan detailing safe and environmentally
sensitive control and/or eradication of potential pests at the Concession Site.
The CONCESSIONAIRE is responsible for complying with all training (Federal,
State, COUNTY, and local), operational requirements, and licensing
requirements pertinent to and required for the application of pesticides in
Arizona.
Plants and animals that are native to Arizona or the immediate area may not be
removed or harmed except with the prior written approval of COUNTY. The
CONCESSIONAIRE shall be required to salvage and replant all plants within the
approved area of development in accordance with accepted practices and
standards of the Arizona commercial horticulture industry. More specifically, as
part of the plan approval process, a plant salvaging plan shall be submitted to
the COUNTY for prior approval.
H. Signs
Signs or other advertising posted on COUNTY and/or RECLAMATION lands
shall be subject to COUNTY and any applicable administrative agency as to
location, design, size, color and content for approval prior to construction or use.
Signs shall be maintained to standards determined by the COUNTY. All such
signs shall comply with all applicable statutes, laws, ordinances, rules and
regulations.
I. Legal Effect of the Agreement
This Agreement is terminable only in accordance with the express and specific
provisions hereof. It does not create or convey any leasehold or other interest in
real property, and may not be used as collateral for a loan unless prior written
COUNTY approval is granted. In such cases, COUNTY shall review and
approve, in advance, any documents related to such an action.
J. Advertising
Advertisements, signs, circulars, brochures, letterheads, and other media or
materials shall not misrepresent in any way the accommodations or services
provided or the status of this Agreement or Concession Site. The fact that the
Concession Site is located on COUNTY and/or RECLAMATION land shall be
made readily apparent in all the CONCESSIONAIRE's brochures and printed
advertising regarding use of the Concession Site.
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K. Notices, Current Addresses and Points of Contact
All notices required or remitted under this Agreement shall be in writing and
given by United States Post Office certified mail, return receipt requested, to
each PARTY's following address, or to such other address as wither PARTY may
notify the other in accordance with the provisions of this Paragraph 22.K. The
mailing of any such notice properly addressed, stamped and certified, shall be
considered served or given when received by the addressee.
The CONCESSIONAIRE and COUNTY shall keep each other informed of
current mailing addresses, including those necessary for payment of fees.
COUNTY's mailing address and point of contact is as follows:
Administrator
Maricopa County Parks and Recreation Department
234 N. Central Ave., Suite 6400
Phoenix, AZ 85004
(602) 506-2930
CONCESSIONAIRE's mailing address and point of contact is as follows:
Michael Pretasky, Sr., Lake Pleasant Marina Partners, LLC
do Mark Ellerbrock
215 North Point Drive
Winthrop Harbor, IL 60096
L. Equal Opportunity Requirements
The CONCESSIONAIRE shall not discriminate against any employee or
applicant for employment because of race, age, handicap, disability, color,
religion, sex or national origin. The CONCESSIONAIRE 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.
M. Immigration Reform and Control Act of 1986 (I.R.C.A.)
The CONCESSIONAIRE understands and acknowledges the applicability of the
I.R.C.A. The CONCESSIONAIRE agrees to comply with the I.R.C.A. in
performance of this Agreement and, upon request, permit the COUNTY
inspection of personnel records to verify such compliance.
N. Taxes
The CONCESSIONAIRE shall pay taxes of whatever character which may be
levied or charged upon the rights of the CONCESSIONAIRE to use of the
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Concession Site as defined in Paragraph 1 of this Agreement, or upon the
CONCESSIONAIRE's improvements, fixtures, equipment or other property or
upon the CONCESSIONAIRE's operations under this Agreement. As set forth
in Paragraph 22 of this Agreement, no leasehold or other real a property interest
is being created or conveyed upon which tax consequences may exist.
0. Annual Event
The CONCESSIONAIRE agrees to hold and provide administrative support for
an annual event sponsored by the COUNTY for the benefit of the COUNTY
Parks and Recreation Department. All net proceeds generated from this event
(if any) shall be used within the Park.
A date for the annual event will be mutually agreed upon by the
CONCESSIONAIRE and the COUNTY and will normally be outside the peak
season of May Ito August 31. The CONCESSIONAIRE agrees to provide the
services and support for this annual event at favorable rates in order to enhance
the return to the COUNTY Parks System.
23. Covenant Against Contingent Fees
The CONCESSIONAIRE warrants that no person or selling agency has been employed
or retained to solicit or secure this Agreement upon an agreement or understanding for
a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by the
CONCESSIONAIRE for the purpose of securing business. For breach or violation of
this warranty, COUNTY shall have the right to annul this Agreement without liability, or
in its discretion, to deduct from the agreement price or consideration, or otherwise
recover, the full amount of such commission, percentage, brokerage, or contingent fee.
24. Historic And Archeological Values
The CONCESSIONAIRE shall be particularly alert in any construction operations to
take all reasonable and necessary precautions to protect and preserve any and all
antiquities or other objects of archaeological, paleontological, cultural, historic, or
scientific interests on COUNTY and/or RECLAMATION lands within the Concession
Site. Objects .under construction include but are not limited to, historic or prehistoric
ruins, human remains, funerary objects and other artifacts. Should such sites or
objects, or evidence of sites or objects, be discovered the CONCESSIONAIRE shall
immediately suspend any and all work involving the area in question, make a
reasonable effort to protect such discovery, and advise COUNTY of the existence of
such discovery. The CONCESSIONAIRE shall immediately provide a verbal notification
to COUNTY of the discovery of human, remains on COUNTY and/or RECLAMATION
lands. The CONCESSIONAIRE shall forward a written report of their findings to
COUNTY within 48 hours by certified mail. The CONCESSIONAIRE shall cease
activity, stabilize, and protect such discoveries until authorized to proceed by COUNTY.
Protective and mitigative measures specified by COUNTY shall be the responsibility of
the CONCESSIONAIRE. COUNTY shall promptly have the area inspected to
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determine its historical significance and the appropriate actions to follow (salvage, test
excavations, etc., and resumption of construction). Cost of any salvage work will be
borne the COUNTY and/Or RECLAMATION. All objects salvaged from public lands are
the property of the United States Government and will be turned over the Reclamation
and/or COUNTY for disposition.
25. Organization - Employment Disclaimer
This Agreement is not intended to constitute, create, give to or otherwise recognize a
joint venture agreement or relationship, partnership or formal business organization of
any kind between RECLAMATION, the COUNTY, and the CONCESSIONAIRE, and the
rights and obligations of the PARTIES shall be only those expressly set forth in this
Agreement.
The PARTIES agree that no persons supplied by the CONCESSIONAIRE in the
performance of obligations under the Agreement are considered to be the COUNTY or
RECLAMATION employees, and that no rights of the COUNTY or RECLAMATION civil
service, retirement or personnel rules accrue to such persons. * The
CONCESSIONAIRE shall have total responsibility, for all salaries, wages, insurance of
any type, bonuses, retirement withholdings, worker's compensation, other employee
benefits and all taxes and premiums appurtenant thereto concerning such persons, and
shall save and hold the COUNTY and RECLAMATION harmless with respect thereto.
26. Environmental Compliance
The ' COUNTY will, to the extent permitted by law, indemnify and hold the
CONCESSIONAIRE harmless for any environmental liability created prior to the date the
CONCESSIONAIRE enters the Concession Site for purposes of design and construction
of the COMPLEX.
A. Current Status
The CONCESSIONAIRE shall prepare a National Environmental Policy Act
(NEPA) report for use by the United States Bureau of Reclamation
(RECLAMATION) to include a public involvement program. The
CONCESSIONAIRE shall not start construction of the facilities until this report is
completed.
If a contaminant/hazardous substance is found at the Concession Site which
was present on the Concession Site prior to commencement of the
CONCESSIONAIRE's activities on the Concession Site or if a
contaminant/hazardous substance is present adjacent to the Concession Site
prior to commencement of the CONCESSIONAIRE's activities on the
Concession Site and migrates to the Concession Site, the identified past
operator or other identified party responsible for the contamination will bear all
cost for the assessment and subsequent remediation. If , the
CONCESSIONAIRE's activities result in adverse environmental impacts, the
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CONCESSIONAIRE will be fully accountable for any resulting site assessment
and cleanup cost required to restore the property. The COUNTY will not seek
compensation or restitution from the CONCESSIONAIRE as a "Potentially
Responsible Party" for any release of a contaminant/hazardous substance on
the Concession Site prior to the commencement of the CONCESSIONAIRE's
activities on the Concession Site unless actions of the CONCESSIONAIRE
contribute to the release or migration of the contaminant/hazardous substance..
B. Regulated Use
The CONCESSIONAIRE shall provide to the COUNTY, in writing, a complete list
identifying all hazardous material or petroleum products initially to be brought on
the Concession Site as presented in Exhibit "P" of the .RFP documents.
Thereafter, the CONCESSIONAIRE shall provide written notice to the COUNTY
only when other hazardous material and/or petroleum products which were not
initially identified are brought on the Concession Site.
Additionally, the CONCESSIONAIRE shall prepare and implement any
necessary remediation action plan in accordance with all applicable federal,
state, the COUNTY, and city statutes, laws, ordinances, rules and regulations.
The CONCESSIONAIRE shall keep Material Safety Data Sheets documents on
site for those materials and products.
The CONCESSIONAIRE shall report to the COUNTY within twenty-four (24)
hours of knowledge of any event or occurrence at the COMPLEX which may or
does result in pollution or contamination adversely affecting lands, water or
facilities owned or managed by the COUNTY.
C. Regulated Disposal
The CONCESSIONAIRE shall protect, defend, indemnify and hold harmless the
COUNTY and RECLAMATION from and against all liabilities, costs, charges and
expenses, including civil or criminal penalties, attorney's fees and court costs
arising out of, or related to, an activity involving or use of a regulated substance
under any applicable federal, state, or local environmental laws, regulations,
ordinances or amendments thereto because of: (a) any such substance that
came to be located on the COMPLEX and/or temporary facilities due to the
CONCESSIONAIRE's use or occupancy of the Concession Site after the signing
of this Agreement; or (b) any release, threatened release or escape of any
substance in, on, under or from said COMPLEX that is caused, in whole or in
part, by any conduct, action or negligence of the CONCESSIONAIRE.
For the purposes of this Agreement, the term "regulated substances" shall
include substances defined as "regulated substances," "hazardous waste,"
"hazardous substances," "hazardous materials," "toxic substances" or
"pesticides" in the Resource Conservation and Recovery Act, as amended by the
Hazardous and Solid Waste Amendments of 1984, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended in 1986
Page 33 of 46

to include Superfund Amendments and Reauthorization Act, the Hazardous
Materials Transportation Act, the Toxic Substance Control Act, the Federal
Insecticide, Fungicide and Rodenticide Act, the relevant local and state
environmental laws, and the regulations, rules and ordinances adopted and
publications promulgated pursuant to the local, state 'and federal laws. This
indemnification shall include, without limitation, claims or damages arising out of
any violations of applicable environmental laws, regulations, ordinances, rules or
subdivisions thereof. This environmental indemnity shall survive the expiration or
termination of this Agreement and/or any transfer of all or any portion of the
COMPLEX operation and shall be governed by the laws of the State of Arizona.
The CONCESSIONAIRE accepts sole responsibility and liability for all wastes
produced by its operation, activities and occupation of the Concession Site and
shall comply with all applicable laws concerning such wastes, including federal;
state, and local regulatory requirements. Any such waste must be disposed of in
compliance with the above.
The CONCESSIONAIRE further hereby represents and warrants to the COUNTY
that the CONCESSIONAIRE, its agents, employees, and contractors, shall be
solely responsible for and assume any responsibility for generating, storing,
releasing, placing or allowing to remain on the property any hazardous
substances, hazardous wastes, or toxic substances (hereinafter collectively
referred to as "Hazardous Substances"), as those terms are defined and regulated
under C.E.R.C.L.A., 42 U.S.C. 9601 et seq., R.C.R.A., 42 U.S.C. 6901 et seq., or
T.S.C.A., 15 U.S.C. 2601 et seq. The CONCESSIONAIRE agrees to comply with
all environmental laws and regulations and to take such other actions as may be
reasonably required to protect against environmental liabilities. Any such
"hazardous substances" must be disposed of pursuant to and in compliance with
all required laws and regulations concerning the use and disposal of such
•substances.
Management and proper disposal of all hazardous material is the responsibility
of the CONCESSIONAIRE. The CONCESSIONAIRE must keep appropriate and
required documentation relating to the management and disposal of all
hazardous material.
27. Default By Concessionaire - Remedies
A. Default to the County
Except where otherwise provided in this Agreement, if the CONCESSIONAIRE is
found or believed by the COUNTY to have materially breached any portion of
this Agreement, written notice shall be given to the CONCESSIONAIRE, by
certified mail, return receipt requested, that it may be in default. The
CONCESSIONAIRE shall have not more than sixty (60) days after the receipt of
written notice to cure the violation or such further time as the COUNTY may
authorize in writing. If the CONCESSIONAIRE has not cured the violation by the
end of the sixty (60) day period, or such further time as the COUNTY authorizes
Page 34 of 46

in writing, the COUNTY shall cause notice to be given to the
CONCESSIONAIRE, by certified mail, return receipt requested, that it is in
default which shall be cause for termination of this Agreement. In such case, the
CONCESSIONAIRE shall, within thirty (30) days, vacate the Concession Site
described in Paragraph 5 or Exhibit A of this Agreement and remove any and all
of its personal property therefrom.
If the COUNTY discovers any situation on the Concession Site which it believes
constitutes an emergency or immediate danger to public health, safety or
welfare, whether or not that situation itself constitutes a violation of this
Agreement, the COUNTY will, if possible, notify the CONCESSIONAIRE of the
situation requiring such immediate attention. If the CONCESSIONAIRE cannot
be contacted or does not or cannot remedy the situation in a timely manner
satisfactory to the COUNTY, the COUNTY may take action to remedy the
emergency with or without giving advance notice to the CONCESSIONAIRE.
However, notice to the CONCESSIONAIRE shall be given as soon as
practicable. If the COUNTY executes its option to remedy the situation, the
reasonable costs incurred by the COUNTY for correcting the emergency or
dangerous situation shall be paid by the CONCESSIONAIRE upon receipt of a
statement of costs from the COUNTY. Failure by the CONCESSIONAIRE to
either remedy the situation or make such payment shall constitute a material
violation and breach of this Agreement and the COUNTY may issue a notice of
default.
In situations which do not constitute an emergency or immediate danger to pubic
health, safety or welfare, notice shall be given to the CONCESSIONAIRE and
the CONCESSIONAIRE shall have the responsibility to correct the situation at its
own expense and in a timely manner satisfactory to the COUNTY. If the
situation is not corrected in a timely manner, the COUNTY may make the
necessary corrections which shall be paid by the CONCESSIONAIRE upon
receipt of a statement of costs from the COUNTY. Failure by the
CONCESSIONAIRE to either remedy the situation or make such payment shall
constitute a material violation and breach of this Agreement and the COUNTY
may issue a notice of default.
If the situation or violation resulted from the CONCESSIONAIRE's failure to carry
out its management responsibilities under this Agreement, or because of
changes in federal, state or county health or safety laws or regulations enacted
or promulgated after the effective date of this Agreement, the
CONCESSIONAIRE shall assume all costs of curing the violation. If such
violations are not cured it will be deemed to constitute a material violation and
breach of this Agreement and the COUNTY may issue a notice of default.
Notwithstanding the above, if a lender to the CONCESSIONAIRE has notified
the COUNTY that it holds a security interest in this Agreement, then the
COUNTY will do the following:
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(1) Send such lender copies of all notices of default • sent to the
CONCESSIONAIRE.
(2) If the CONCESSIONAIRE fails to cure any default within the cure period set
forth above, notify the lender that the CONCESSIONAIRE is in default of this
Agreement.
(3) Thereafter, permit lender the opportunity to cure the default within thirty (30)
days of notice to lender if the default is capable of being cured by payment of
money and within sixty (60) days of notice to lender if the default requires
affirmative action other than or in addition to the payment of money and if
such default cannot be cured within sixty (60) days or without possession of
the COMPLEX or Concession Site, such additional time as agreed upon by
the PARTIES and the lender to be reasonable, under the circumstances, to
complete the cure providing lender diligently pursues the cure.
(4) Permit transfer of CONCESSIONAIRE's rights, duties and obligations under
the same terms as the CONCESSIONAIRE provided that at all times after
such transfer, lender retains a manager or operator as follows:
a) The manager or operator is an experienced dry stack storage, watercraft
rental, and boating supply store manager or operator and is recognized in
the dry stack storage, watercraft rental, and boating supply store
business community as such and,
b) Such manager or operator agrees to manage and is capable of operating
the COMPLEX in a manner and at a level suitable to the COUNTY and
consistent with the standards of the dry stack storage, watercraft rental,
and boating supply store business community.
If such conditions are met, the approval of the COUNTY will not be unreasonably
withheld or delayed.
B. Default to Lender
If the CONCESSIONAIRE is placed in default by lender and said lender has
notified the COUNTY, in writing, of its security interest in this Agreement, and
upon notice to the COUNTY of such default, the COUNTY will permit lender to
assume the rights, duties and obligations of this Agreement under the same
terms as the CONCESSIONAIRE provided that after foreclosure or other
exercise of lenders' remedies, lender shall install a manager or operator that
meets the following conditions:
(1) The manager or operator is an experienced dry stack storage, watercraft
rental, and boating supply store manager or operator and is recognized in
the dry stack storage, watercraft rental, and boating supply store business
community as such and,
(2) Such manager or operator agrees to manage and is capable to operate the
COMPLEX in a manner and at a level suitable to the COUNTY and
consistent with the standards of the dry stack storage, watercraft rental, and
• boating supply store business community.
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If such conditions are met, the approval of the COUNTY will not be unreasonably
withheld or delayed.
28. Default And Termination
Upon default by the CONCESSIONAIRE, and subject to the notice, cure periods and
other applicable provisions of Paragraph 27 of this Agreement, the COUNTY may
terminate this Agreement and take possession of the Concession Site and all
improvements, subject to the following provisions:
A. Acquisition of Improvements
The COUNTY, may at its option, acquire all of the CONCESSIONAIRE'S right,
title and interest in and to all improvements within the Concession Site if the
damages incurred by the COUNTY by reason of the CONCESSINAIRE'S default
("Default Damages") as more particularly defined below) equal or exceed the
then fair market value of all the improvements, If the Default Damages are less
than the fair market value of all the improvements, the COUNTY shall acquire
such improvements to the extent that the COUNTY pays to CONCESSIONAIRE
an amount, if any equal to (i) 90% of the then fair market value of the acquired
improvements, less (ii) the Default Charges.
B. - Determination of Fair Market Value
For the purposes of this Paragraph 28, the then fair , market value of the
improvements shall be determined as set forth in Paragraph 17.D.
C. Default Damages
For purposes of this Paragraph 28, the Default Damages shall equal the
following amounts:
(1) All unpaid fees and other payments due from CONCESSIONAIRE at the time
of termination;
(2) The worth at the time of termination of the amount by which the unpaid fees
• and payments which would have been due after the time of termination
exceed such fees and other , payments that CONCESSIONAIRE proves could
have been reasonably avoided by the COUNTY or another concessionaire
operating the COMPLEX; and
(3) Any other amount necessary to compensate COUNTY for all damages
proximately caused by CONCESSIONAIRE'S default which in the ordinary
course would likely result therefrom (e.g., costs and expenses for alterations
and repairs to maintain the COMPLEX in a condition reasonably necessary
for its operation by the COUNTY or another concessionaire.
The "worth at the time of termination" of the amount specified in Paragraph 28.0
(2) above means such amount discounted at the discount rate of the Federal
Reserve Bank of San Francisco at the time of the termination of this Agreement.
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D. Removal of Improvements Not Acquired
The CONCESSIONAIRE shall have sixty (60) days after the termination of this
Agreement to remove any improvements not acquired by the COUNTY pursuant
to the foregoing provisions of this Paragraph 28.
29. Dispute of Resolution
Any dispute arising out of or relating to this Agreement shall be submitted to mediation
prior to filing an action in the courts. Notice of a dispute must be in writing and provide
a summary of the issue that is the subject of the dispute. The PARTIES shall confer
within thirty (30) days of a PARTY'S receipt of a notice of dispute and decide within ten
(10) days after conferring, on a mutually acceptable mediator. If a mutually acceptable
mediator cannot be agreed upon within thirty (30) days after conferring, the PARTIES
agree to use a mediator appointed by the American Arbitration Association. Mediation
will be non-binding. The cost of any mediation shall be shared equally by the PARTIES.
30. Waiver
The waiver by either PARTY of any breach of any one or more of the covenants,
conditions or provisions of this Use Management Agreement shall not be construed to
be a waiver of any subsequent or other breach of said covenants, conditions or
provisions of this Use Management Agreement. Any failure on the part of either PARTY
to require or exact full and complete compliance with any of the covenants, conditions
or provisions of the Use Management Agreement shall not be construed to, in any
manner, change the terms hereof or preclude such party from enforcing the full
provisions of this Use Management Agreement. Furthermore, the terms of this Use
Management Agreement shall not be changed or altered in any manner whatsoever
other than by written agreement of the COUNTY and the CONCESSIONAIRE.
31. Agent, Employees, Contractors, Subcontractors
The CONCESSIONAIRE shall ensure full compliance with all applicable terms and
conditions of this Agreement by its agents, employees and contractors (including
subcontractors of any tier), and their respective employees. Failure or refusal of the
CONCESSIONAIRE or its agents, employees, contractors, subcontractors or their
employees to comply with these terms and conditions shall be deemed a breach of this
Agreement.
32. Paragraph Headings
The paragraph headings used in this Agreement are for the purpose of convenience
and reference only, and they shall not be construed in any manner or to any extent to
limit or to extend the effect or meaning of the terms and provisions contained
thereunder.
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33. Severability/Validity
Any provision of the Use Management Agreement which is determined to be invalid,
void, or illegal shall in no way affect, impair, or invalidate any other provision hereof,
and remaining provisions shall remain in full force and effect.
34. Incorporation Of Proposal Into The Contract
The contents of the Request for Proposal and the selected Proposer's response are
incorporated entirely into this Agreement by reference. However, this Agreement may
include modifications of terms of the Request for Proposal and proposer's response
thereto as negotiated and agreed by mutual consent of the PARTIES as acknowledged
by the signing of this Agreement. Where this Agreement differs from the Request For
Proposal or the proposer's response to the Request For Proposal, this Agreement
controls.
35. Federal Concessions Standards
The CONCESSIONAIRE will comply with RECLAMATION Manual LND 04-02
Directives and Standards for Concessions Management by Non-Federal Partners, as
shown as Exhibit "B" of this Use Management Agreement.
If this Agreement is amended or terminated because of default or for other reasons and
a subsequent concession contract is issued by the non-Federal partner, the subsequent
concession contract must be in compliance with these directives and standards as
listed above.
36. Suspension & Debarment; Executive Orders 12549 And 12689
The March 2004 OMB Circular A-133 Compliance Supplement pertaining to the U.S.C.
Code has been changed. Before November 26, 2003 contractors receiving individual
awards for $100,000 or more and all sub recipients had to certify that the organization
and its principals were not suspended or debarred. As of November 26, 2003, when the
COUNTY enters into a covered transaction with an entity. (contracts for goods and
services expected to equal or exceed $25,000 and sub awards to sub recipients), the
COUNTY must receive verification that the entity is not suspended or debarred. Non-
Federal entities (the COUNTY) are prohibited from contracting with or making sub
awards under covered transactions to parties that are suspended or debarred or whose
principals are suspended or debarred.
Effective November 26, 2003, when a non-federal entity (the COUNTY) enters into a
covered transaction with an entity at a lower tier, the non-federal entity (the COUNTY)
must receive verification that the entity is not suspended or debarred or otherwise
excluded. As such, each prospective concessionaire must submit a certification (e.g.
certified letter) within sixty (60) days of award, that it is not currently under such
suspension or debarment. Requirements for suspension and debarment are contained
in the Federal codification of the government wide non-procurement debarment and
suspension common rule, which implements Executive Orders 12549 and 12689,
Debarment and Suspension.
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37. Retraction of Property
Any property assigned under this Agreement which is left undeveloped beyond the time
frame listed in the approved site development plan and in the opinion of the COUNTY,
has clearly been left abandoned by the CONCESSIONAIRE, shall be subject to
retraction by the COUNTY for other potential recreational uses.
38. Holding Over
Should the CONCESSIONAIRE, with or without the consent of the COUNTY, continue
in possession of the licensed facilities after the expiration of the agreed term, without
having entered into a subsequent Agreement of like nature and content to the within
Agreement, such possession shall be deemed to be a holding of the licensed facilities
on a month-to-month basis, with all of the terms and conditions of this Agreement to
continue in full force and effect.
39. Subordination Of Agreement
It shall be specifically and expressly understood that the terms and conditions of this
Agreement are subject and subordinate to the LPRP Management Agreement, Contract
No. #9-07-30-L0298, between RECLAMATION and the COUNTY.
40. Conflict of Interest
The PARTIES acknowledge that this Agreement is subject to cancellation pursuant to
the provisions of A.R.S. § 38-511, (A) which reads that "The state, its political
subdivisions or any department or agency of either may, within three years after its
execution, cancel any contract, without penalty or further obligation, made by the state,
its political subdivisions, or any of the departments or agencies of either if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract
on behalf of the state, its political subdivisions or any of the departments or agencies of
either is, at any time while the contract or any extension of the contract is in effect, an
employee or agent of any other party to the contract in any capacity or a consultant to
any other party of the contract with respect to the subject matter of the contract."
41. Non Liability of Lender
The COUNTY agrees that a lender shall not be liable or responsible for (a) any acts or
omissions of the CONCESSIONAIRE prior to the date the lender acquires all of the
CONCESSIONAIRE's rights and interests under the Agreement pursuant to a
foreclosure of a security interest or transfer in lieu thereof (although nothing herein shall
be deemed to relieve a lender from any obligation to cure any defaults which continue
after any foreclosure and which are reasonably capable of being cured by the lender, or
(b) any obligation of the CONCESSIONARE to indemnify the COUNTY or to hold the
COUNTY harmless for any actions, omissions, events, or occurrences which arises or
occur prior to the date a lender acquires the CONCESSIONAIRE's rights or interests
Page 40 of 46

under the Agreement pursuant to a foreclosure of a security interest or transfer in lieu
thereof.
42. Reasonable Approval
Wherever in this Agreement the consent or approval of either PARTY is required, such
approval or consent shall not be unreasonably withheld, conditioned or delayed.
43. No Third Party Beneficiaries
Except as may be otherwise expressly and specifically set forth in this Agreement, no
person or entity shall be deemed a Third Party Beneficiary of any of the provisions of
this Agreement.
44. Additional Parcel
The COUNTY shall use its best efforts to secure such agreements and other
instruments as may be necessary to develop an additional Use Management
Agreement for the certain parcel of land of approximately 30 acres located near the
north side of State Highway 74, west of 87th Avenue, commonly referred to as Lake
Pleasant Harbor Road, as more particularly described on Exhibit D hereto (the
"Additional Parcel"), as provided in the Request for Proposals as an Alternate Service in
response to the RFP for the Development, Operation and Maintenance of a Dry Stack
Storage, Watercraft Rental and Boating Supply Store Complex. This Proposal is
accepted by the COUNTY and the CONCESSIONAIRE will be provided right of first
refusal for development of that Additional Parcel upon incorporation into the Lake
Pleasant Management Agreement between COUNTY and the Bureau of Reclamation.
DATED this -144`' day of 111PUrbti , 20 06 .
MARICOPA THE COUNTY BOARD
OF SUPERVISORS
Zi tAae•
Chairman
ATT S LAKE PLEASANT RINA PARTNERS, LLP
DEC 0 7 2005/1 • /7"/----0
Jerk of the Board Date By: Date
Approved as to form: t Date
Deputy County Attorney AmtawAtii"._
ate
.161;0 A/
By: Date
Page 4f of 46

Lake Pleasant Regional Park
LEGEND
Marina at Scorpion Bay I= Preliminary project site boundary
Al Index contour line below 1610 feet
A/ Contour line below 1610 feet
N1610 contour line (Approximate low water level)
"/ Contour line above 1610 feet
A/ Index contour line above 1610 feet
Scale: 1 Inch = 400 Feet At Lake at normal maximum (1690 feet)*
Contour line above 1690 feet
200 0 200 400 600 800 Feet Index contour line above 1690 feet (Available up
to 1735 feet only)
\\N\ 'IOW\ N., WA Lake level may reach or exceed 1702 feet in some years. I
Exhibit A Maricopa County Parks & Recreation Department - Nov. 23, 2005 ,

EXHIBIT B
Reclamation Manual LND 04-02 Directives and Standards for Concessions
Management by Non-Federal Partners
(See attachment on next page)
Page 43 of 46

Reclamation Manual / Directives and Standards LND 04-02
Categories/Laws and Regulations/Reclamation Rome Page
Subject: Concessions Management by Non-Federal Partners
Purpose: Establishes minimum approval standards for all new, modified, or renewed
non-Federal concession contracts.
Authority: Reclamation Act of 1902, as amended and supplemented; the Reclamation
Project Act of 1939; and the Federal Water Project Recreation Act of 1965, as amended.
Contact: Land, Recreation, and Cultural Resources Office, D-5300
1.Non-Federal Partners. Reclamation may transfer to non-Federal partners the
responsibility to develop and manage public recreation areas and concession services.
Transferred areas are managed by a partner under Federal authorities, the partner's
authorities, specific contracts, and agreements with Reclamation. Well-planned and -
manaeed concessions on the Federal estate are of mutual interest to Reclamation and its
partners. Reclamation is responsible for continuous management oversight of monaging
partners and their concessions operations.
2. Compliance With Directives and Standards. New concession contracts issued by
managing partners must comply with these directives and standards. Existing concession
contracts issued by managing partners must, at the first opportunity, be brought into
compliance with these directives and standards. If a concession contract is amended or
terminated because of contract defanit or for other reasons and a subsequent concession
contract is issued by the non-Federal partner, the subsequent concession contract must be
in compliance with these directives and standards.
3. Definitions..
A. Concession. A concession is a non-Federal commercial business that
supports appropriate public recreation uses and provides facilities, goods,

or services for which revenues are collected. A concession involves the
use of the Federal estate and usually involves the development of real
property improvements.
B. Exclusive Use. Exclusive use is any use that excludes other appropriate
public recreation use or users for extended periods of time Exclusive use
includes, but is not limited to, boat docks, cabins, trailers, manufactured or
mobile homes, structures, or amenities that are determined by Reclamation
to be exclusive use.
C.Federal Estate. The Federal land and water areas under the primary
jurisdiction of the Department of the Interior, Bureau of Reclamation.
D. Fixed Assets. Fixed assets are any structures, fixtures, or capital
improvements permanently attached to the Federal estate.
E.Improvement. An addition to real property that increases its value or
utility or that enhances its appearance.
F.Management Agreement. A management agreement is a binding
contract between Reclamation and a partner to provide public recreation
opportunities and concession services on the Federal estate.
G.Non-Federal Partner. A non-Federal partner is a non-Federal public
entity that manages recreation and other resources through a contractual
agreement with Reclamation.
H.Total Benefits to the Government. Total benefits include:
(1) Direct Returns. These are fees generated by authorized
concession contracts and paid directly to the managing
entity or to the United States Treasury.
(2)Direct Benefits. These are fees paid into a contractually
designated special account for resource and capital
improvements that directly benefit the public in the area of
operations where the fees are collected.

(3) Indirect Benefits. These are services performed by the
concessionaire that benefit the public or improvements
made to the Federal estate by the concessionaire
4. Managing Partner Agreements.
A. Third-Party Concession Agreements. Third-party concession
agreements are agreements between the non-Federal managing partner and
another entity to provide concession related services and facilities.
(1) Agreement Standards. Any concession contract,
including a contract renewal or modification, issued by the
non-Federal managing partner must meet the requirements
of these Concessions Management Directives and
Standards.
(2) Contract Approval. Before issuing or renewing a non-
Federal concession contract, the contract must be approved
by Reclamation.
(3) Stand In Stead Conditions. All concession contracts
must state that Reclamation will not stand in stead for the
managing partner should the management agreement expire
or be terminated. At Reclamation's discretion, Reclamation
may issue a new concession contract that is in compliance
with Reclamation Manual (RM), Concessions Management
by Reclamation, LND 04-01. Reclamation will not issue a
new contract until all exclusive use has been removed.
B. Review and Evaluation. All management agreements will require
Reclamation to conduct annual concession operation reviews and
evaluations. Reclamation may also conduct unplanned reviews, as
necessary. If a review identifies operational or adrninisuative deficiencies
in the operation of a concession, a timetable must be established by the
area office to correct these deficiencies.
C. Exclusive Use. New, renewed, or modified management agreements
and concession contracts will include clauses that prohibit new exclusive
use and require that existing exclusive use be phased out. When existing

concession contracts issued by the partner are modified or renewed,
Reclamation and the partner must establish a timetable in the concession
contract that phases out existing exclusive use before the expiration of the
contract. This timetable must be established before the concession contract
is resubmitted to Reclamation for approval. The concessionaire and a
person hired to guard the concessionaires investment may reside on the
Federal estate, with the written approval of Reclamation.
D. Disposition of Fees. Unless State or local laws direct how concession
fees paid to the partner will be used, the following will apply: (1) fees will
be returned to the area to provide for operation, maintenance, and
replacement of recreation facilities and new facility development; (2) any
excess fees (profit) will be returned to Reclamation and disposed of
according to RM, Crediting of Incidental Revenues, PEC 03-01.
E. Statistical Data. Each year, the managing partner will be required to
provide Reclamation with the information specified in Reclamation's
Recreation Use Data Report. Other information may be required, as
necessary. This information will provide an accurate inventory of
facilities. The report will also contain other data about the managing
partner's recreation and concession operations on the Federal estate.
5. Concessions Planning. Concession development will adhere to the concessions
principls listed in RM, Concessions Management (LND P02), will be based on
appropriate plans developed by the partner or Reclamation, and will be approved by the
Regional Director or delegate. Reclamation can provide direction and assistance in the
process, as necessary, to accomplish effective commercial services planning.
6. Concessions Contracting. The following items will be addressed in all new and
renewed concessions contracts issued by non-Federal partners.
A. Sale and Transfer. The sale and transfer of existing concessions must
be approved according to the management agreement and reported to
Reclamation in a timely manner.
B. Contract Language. The partner will develop and use contract
language that complies with all applicable Federal laws, rules, regulations,
and Executive Orders. Reclamation can provide examples of standard
contract structure and language.

C. Length of Tenn. The term for a concession may not exceed the term of
the management agreement between Reclamation and the partner. In
general, terms should be as short as possible and based on the new
investment required as determined by a financial feasibility evaluation.
D. Subconcessions. All subconcessions must meet the terms and
conditions of the prime concession contract. The partner must approve all
subconcessions and notify Reclamation in advance of any authorization
that needs Reclamation approval. Generally, subconcessions are
discouraged in order to keep operations under single management.
E. Concessions Building and Improvement Program. All designs and
construction must comply with applicable Federal, State, and local
environmental and historic preservation laws and regulations and building
code requirements. In areas where no State or local construction standards
exist, Reclamation may provide appropriate standards. Where required and
before construction, building permits must be obtained from local
authorities by the concessionaire All facilities will be harmonious in form,
line, color, and texture with the surrounding landscape.
F. Operation and Maintenance Plan. Concessionaires will prepare an
annual operation and maintenance plan, which must be approved by the
partner. The concession contract must clearly state what the plan will
contain. Reclamation can provide examples of such plans for the partner
and the concessionaire
G.Reimbursement for Fixed Assets.
(1) A right to reimbursement may exist when a
concessionaire places Reclamation-approved fixed assets
on the Federal estate. Title to fixed assets must be
• established in the concession contract. Reimbursement of a
concessionaire for fixed assets is the responsibility of the
partner. The method for determining the amount of
reimbursement and the method of payment will be
specifically addressed in the concession contract between
the partner and the concessionaire
(2) In the event the partner's agreement with Reclamation
expires or is terminated without a commitment by both

Reclamation and the partner to enter into another
agreement, all the concessionaires' fixed assets and
personal property must be removed from the Federal estate
unless Reclamation decides to issue a new concessions
contract and decides to retain the fixed assets. [See
paragraph 4A(3).] The partner will be responsible for
ensuring that the concession area is returned in a condition
satisfactory to Reclamation.
• (3) It must be clearly stated that no financial obligation or
risk will reside in the Federal Government for
reimbursement for fixed assets or personal property as a
result of the partner awarding a concession contract. All
new concession contracts issued by the partner will address
rights for reimbursement to the concessionaire for fixed
assets. Interests in a concessionaire's fixed assets may not
extend beyond the term of the management agreement. In
addition, the concession contract must provide appropriate
language regarding interests in fixed assets and methods of
reimbursement, if any, to the concessionaire by the partner.
H. Area of Operation. Each concession contract will authorize and define
only the physical area necessary to conduct the business activities allowed
by the contract. Concession boundaries must be surveyed by the partner
and easily recognizable by the visiting public.
I. Additional Facilities or Services. Any proposal for expansion of
facilities or services must be reviewed by Reclamation and approved by
the partner before the expansion takes place.
J.Exclusive Use. The contract must state that no new facility, service, or
site determined by Reclamation to be exclusive use will be allowed. New,
renewed, or modified concession contracts issued by the partner will
include clauses that establish a timetable for phasing out existing exclusive
use before the contract expires.
K. Reclamation Rights. All concession contracts must be subject to the
rights of Reclamation and its agents to use the subject lands and waters for
project purposes.
L. Termination of Concession Contract. Concession contracts will
acknowledge the right of Reclamation to terminate, for cause, any

concession contract authorized by a non-Federal partner.
M. Total Benefits. The partner will establish and recover fair benefits,
including direct return and direct and indirect benefits, for the uses, rights,
and privileges granted by a concession contract. For disposition of fees,
see paragraph 4D.
N. Rates and Merchandise. Rates charged by concessionaires for
services, food, lodging, and merchandise will be based on charges for
comparable facilities, services, and merchandise provided by the private
sector in similar situations. The partner must approve the rates requested
by concessionaires
0. Concessions Safety Program. Concessionaires are responsible for
providing and ensuring a safe and healthful environment for both the
visiting public and employees by developing, implementing, and
administering health, safety, and educational programs to ensure that
concession areas are managed in compliance with Federal., State, and local
laws, rules, and regulations.
P. Environmental Compliance. Concession contracts will address all
activities with potential environmental impacts resulting from the release
of ha 7ardous materials to the environment including, but not Ifinited to,
the following: pesticides, herbicides, sewage effluents, petroleum
products, and liquid waste (gray water). Concessionaires are required to
follow all applicable Federal, State, and local laws, rules, and regulations
related to hazardous substance use, storage, and disposal. Application for
•and acquisition of all required certifications and permits are the
responsibility of the concessionaire.
•Q. Food Sanitation. Concessionaires' food services will comply with
Federal, State, and local food handling and sanitation regulations.
R. Advertising and Signs. The Reclamation logo or name, along with the
non-Federal partner logo or name, will be displayed at all concession
entrances used by the public. Outdoor signs or other forms of advertising
on the Federal estate must be approved by Reclamation before they are
displayed.
S. Sale of Personal Property. The sale of personal property other than the
approved concessions inventory is prohibited on the Federal estate. No

party will be permitted to sell personal property, including vehicles,
manufactured or mobile homes, house trailers, travel trailers, boats, or
personal water craft, on the Federal estate.
T. Utility Services Provided by Reclamation. The fee charged for utility
services provided by Reclamation will be based on the recovery of full
operating and replacement costs for utility capital investments and
comparable utility rates. Utility services include, but are not limited to,
electricity, power, water, waste disposal, gas, and communication systems.
U. Insurance Program. Concessionaires must have and maintain an
appropriate insurance policy that will indemnify the United States and
meet applicable State requirements. All liability policies will provide that
the insurance company will have no right of subrogation against the
United States and must provide that the United States is named as an
additional insured. The partner may establish similar requirements itself,
but it must provide Reclamation with a copy of the insurance certificate
that identifies the above conditions.
V. System of Recordkeeping Financial reports and records necessary for
management and oversight of concessions must be maintained and
available to the partner and to Reclamation upon request. At a minimum,
each concessionaire will complete Reclamation's Annual Financial Report
form(s).
7. Concessions Administration.
A. Annual Review and Evaluation. All concession agreements issued by
the non-Federal partner will require Reclamation and the non-Federal
partner to conduct annual concession reviews and evaluations. The review
should identify problems, solutions, and a timetable for resolving the
problems in a written report. The non-Federal partner must ensure that any
operational or administrative deficiencies noted by the review are
corrected in accordance with the established timetable.
B. Nonprofit Organizations. In certain circumstances, it may be suitable
for cooperative associations or nonprofit organizations to sell goods or
provide visitor services to meet the goals and objectives of both
Reclamation and the partner. These associations and organizations must be
approved by the partner if the cooperating association operates within a

concession or elsewhere on the Federal estate. The cooperating association
will be responsible for maintaining its accounting system, and the system
cannot be combined with a concessionaire's annual financial report.
Nonprofit organizations will also be given very clear instructions
identifying the type of business they are authorized to conduct and the
types of goods and services they may provide. All organizations must
provide written proof of their nonprofit status to Reclamation and the
partner.
C. Employment of Reclamation Personnel or Family Members.
Reclamation employees or family members may not be owners, partners,
board members, corporate officers, general managers, or employees of any
business providing commercial services on the Federal estate, nor may
they have any financial interest in such a company. Ownership of stock
shares traded in a recognized open market is not considered a financial
interest under these directives and standards. Reclamation employees are
further prohibited from using their public office for private or family gain.
A Reclamation employee involved in preparing specifications, awarding a
contract, or administering a concession may not be involved in that
activity if the employee or a family member is involved in any phase or
operation of that concession. Any Reclamation employee or family
member responsible for any phase of a concession contract will be
excused from duties related to the concession contract if the employee or a
family member is involved in competing for the contract or if the
Reclamation employee may benefit financially from the awarding of the
contract.
Guidance on this issue should be obtained from an ethics counselor in the servicing Reclamation Personnel/Human Resources Office.
(159) 4/29/02
Supersedes (74) 4/3/98

Exhibit C
Percentage Fee and Minimum Payment Schedule
Contract Fiscal 0 to 3.5 to 4.5 to 6 to >8Mil or Total Minimum Date Min is Date Adel
Year Year Annual Revenue 3.5 Mil 4.5Mil 6Mil 8Mil Yr 21 >6Mil Percentage Fees Due Due Adel Due is Due Total Fee
2% 2.50% 3% 4% 5% Fee
Initial Term. Date June 28, 2040
35 2040 - 144,240 01/02/40 03/31/41
34 2039 - 144,240 01/02/39 03/31/40
33 2038 - 144,240 01/02/38 03/31/39
32 2037 - 144,240 01/02/37 03/31/38
31 2036 - 144,240 01/02/36 03/31/37
30 2035 _ - 144,240 01/02/35 03/31/36
29 2034 - 144,240 01/02/34 03/31/35
28 2033 - 144,240 01/02/33 03/31/34
27 2032 - 144,240 01/02/32 03/31/33
26 2031 - 144,240 01/02/31 03/31/32
25 2030 - 144,240 01/02/30 03/31/31
24 2029 - 144,240 01/02/29 03/31/30
23 2028 - 144,240 01/02/28 03/31/29
22 2027 - 144,240 01/02/27 03/31/28
21 2026 - - 128,064 01/02/26 03/31/27
20 2025 - - 128,064 01/02/25 ' 03/31/26
19 2024 - - 128,064 01/02/24 03/31/25
18 2023 - - 128,064 01/02/23 03/31/24
17 2022 - - 128,064 01/02/22 03/31/23
16 2021 - - 128,064 01/02/21 03/31/22
15 2020 - - 128,064 01/02/20 03/31/21
14 2019 - - 128,064 01/02/19 03/31/20
13 2018 - - 128,064 01/02/18 03/31/19
12 2017 - - - 128,064 01/02/17 03/31/18
11 2016 - - - - 95,000 01/02/16 03/31/17
10 2015 - - - - 90,000 01/02/15 03/31/16
9 2014 - - -. - 85,000 01/02/14 03/31/15
8 2013 - - - - 80,000 01/02/13 03/31/14
7 2012 - - - - 75,000 01/02/12 03/31/13
6 2011 - - - - 65,000 01/02/11 03/31/12
5 2010 - - - - 60,000 01/02/10 03/31/11
4 2009 - - - - - - 55,000 01/02/09 03/31/10
3 2008 - - - - - - 50,000 01/02/08 03/31/09
2 2007 - - - - - 45,000 01/02/07 03/31/08
1 2006 - 01/02/06 -
- - I 4,000,000 - I - I
_P I I I I I
1. Use Management Signed 12/7/05 Total Fee is calculated as a percentage of gross revenue as follows:
2. Contract Year runs 1/1 to 12/31 of each year, except the first and last. The total fee on revenue from $0 to $3,499,999 will be calculated at 2%
3. Last contract year ends concurrent with BOR agreement (6 nnos) The total fee on revenue from $3,500,000 to $4,499,999 will be calculated at 2.5%
4. 544 Wet Slips permitted by 12/1/06 The total fee on revenue from $4,500,000 to $5,999,999 will be calculated at 3%
The total fee on revenue from $6,000,000 to $7,999,999 will be calculated at 4%
The total fee on revenue greater than $8,000,000 will be calculated at 5% I
Beginning with the 21st year of the contract, revenue greater than $6,000,000 will be calculated at 5%
Page 44 of 46

Exhibit C.1
Percentage Fee and Minimum Payment Schedule
Contract Fiscal 0 to 3.5 to 4.5 to 6 to >8Mil or Total Minimum Date Min is Date Add'I
Year Year Annual Revenue 3.5 Mil 4.5Mil 6Mil 8Mil Yr 21 >6Mil Percentage Fees Due Due Add'I Due is Due Total Fee
2% 2.50% 3% 4% 5% Fee
Initial Term. Dat€ June 28, 2040
35 2040 - 144,240 01/02/40 03/31/41
34 2039 - 144,240 01/02/39 03/31/40
33 2038 - 144,240 01/02/38 03/31/39
32 2037 - 144,240 01/02/37 03/31/38
31 2036 - 144,240 01/02136 03/31/37
30 2035 - 144,240 01/02135 03/31/36
29 2034 - 144,240 01/02134 03/31/35
28 2033 - 144,240 01/02/33 03/31/34
27 2032 - 144,240 01/02/32 03/31/33
26 2031 - 144,240 01/02/31 03/31/32
25 2030 - 144,240 01/02/30 03/31/31 •
24 2029 - 144,240 01/02/29 03/31/30
23 2028 - 144,240 01/02/28 03/31/29
22 2027 - 144,240 01/02/27 03/31/28
21 2026 - - 128,064 01/02/26 03/31/27
20 2025 - - 128,064 01/02/25 03/31/26
19 2024 - - 128,064 01/02/24 03/31/25
18 2023 - - 128,064 01/02/23 03/31/24
17 2022 - .. 128,064 01/02/22 03/31/23
16 2021 - - 128,064 01/02/21 03/31/22
15 2020 - - 128,064 01/02/20 03/31/21
14 2019 - - 128,064 01/02/19 03/31/20
13 2018 - - 128,064 01/02/18 03/31/19
12 2017 - - - 128,064 01/02/17 03/31/18
11 2016 - - - - 95,000 01/02/16 03/31/17
10 2015 - - - - 90,000 01/02/15 03/31/16
9 2014 - - - - 85,000 01/02/14 03/31/15
8 2013 - - - - 80,000 01/02/13 03/31/14
7 2012 - - - - 75,000 01/02/12 03/31/13
6 2011 - - - - 65,000 01/02/11 03/31/12
5 2010 - - - - 60,000 01/02/10 03/31/11
4 2009 - - - - - - " 55,000 01/02/09 03/31/10
3 2008 - - - - - - 50,000 01/02/08 03/31/09
2 2007 - - - - - - 22,500 01/02/07 - 03/31/08
1 2006 - 01/02/06 -
- - 3,977,500 - -
*Special Notes:
1. Use Management Signed 12/7/05 Total Fee is calculated as a percentage of gross revenue as follows:
2. Contract Year runs 1/1 to 12/31 of each year, except the first and last. The total fee on revenue from $0 to $3,499,999 will be calculated at 2%
3. Last contract year ends concurrent with BOR agreement (6 mos) The total fee on revenue from $3,500,000 to $4,499,999 will be calculated at 2.5%
4. 544 Wet Slips not permitted until after 12/1/06 The total fee on revenue from $4,500,000 to $5,999,999 will be calculated at 3%
The total fee on revenue from $6,000,000 to $7,999,999 will be calculated at 4%
The total fee on revenue greater than $8,000,000 will be calculated at 5% I
Beginning with the 21st year of the contract, revenue greater than $6,000,000 will be calculated at 5%
Page 45 of 46

Lake Pleasant Regional Park
Additional Parcel
Property lines shown
are approximate.
Potential convenience mm Proposed park
store site addition
Scale: 1 Inch = 300 Feet
,••%,
Bureau sf Reclamation , •-•4 "?..4r ••n•
28
4 State
Lake Pleasant
Regional Park Potential Park Addition
153 acres T.
Bureau of Reclamation 6
N.
Potential Store Site
X 30.0 acres
Electrical
Substation"
•",
POWERLINE
••••!•!...•
Arizona Depa nt of Transportat
I
Potential StOe Site (BOR)
Bureau of Reclamation 5.9 acres PO
-
Potential Store Site
(State)
5.9 acres
State 32 State 33
State
State
R. 4 E.
Exhibit D