CMCA AMEND 2 WITH SAGUARO DIVING AND SPORTS.PDF

AMENDMENT TWO
TO
COMMERCIAL MANAGEMENT CONCESSIONS AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
SAGUARO DIVING & SPORTS, INC
RECITALS
WHEREAS, a Commercial Management Concessions Agreement, as previously
amended as described herein below (“Agreement”) was entered into between Maricopa County,
a political subdivision of the State of Arizona, hereinafter referred to as “County” and Saguaro
Diving & Sports, Inc., hereinafter referred to as “Concessionaire" on August 4, 2010 (C-30-11-
004-3-00); and
WHEREAS, the County and the and Concessionaire entered in Amendment One (C-30-
11-004-3-01) on November 16, 2011 to exercise three (3) of the one (1) year Renewal Options
and make other administrative corrections; and
WHEREAS, the County and the and Concessionaire desire automatic Renewal Options
and to make other administrative corrections to the Agreement; and
WHEREAS, the County and Concessionaire desire to enter into this Amendment Two to
the Agreement, with the understanding that all other provisions of the Agreement shall remain in
full force and effect.
NOW THEREFORE, in consideration of the foregoing and other valuable considerations,
County and Concessionaire hereby agree as follows:
I. INCORPORATION OF RECITALS
The Recitals set forth above are hereby incorporated into this Amendment.
II. GENERAL TERMS
Add paragraph 1.4 Concessionaire Annual Pass in its entirety.
1.4 Concessionaire Annual Pass
A Concessionaire annual pass will be issued in conjunction with this Agreement.
The pass is restricted for business use only; using the pass for any reason
beyond business operations may result in revocation of privileges, including
termination of your contract. (See Exhibit 3.2 Fee, Attendance and Revenue)
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II. TERM AND TERMINATION
Delete Section 2.4 – Term and Renewal Option in its entirety and replace with the
following:
2.4 Term and Renewal.
The term for this Agreement will be for a period from the Effective Date through
December 31, 2011 (the “Term”) with ten (10) one (1) year renewal options
(“Renewal Options”). For three (3) Renewal Options beginning on January 1,
2012, until Contract Year ending December 31, 2014, if Concessionaire desires
to exercise the Renewal Options, Concessionaire shall provide written notice to
the County on or before October 1st of the ending Contract Year of its intent not
to enter into the Renewal Option for the next Contract Year. Approval of the
Renewal Option shall be at the sole discretion of the County. Beginning January
1, 2015, this Agreement shall automatically renew for seven (7) additional
Renewal Options unless either Party gives prior notice not to renew to the other
Party on or before October 1st of the ending Contract Year of its intent not to
enter into the Renewal Option for the next Contract Year and, if such notice is
given, the Agreement shall expire on December 31st of the respective Contract
Year. Each Renewal Option shall continue in full force and effect for the period
commencing January 1st of the new Contract Year through December 31st of the
respective Contract Year. All terms and provisions of this Agreement shall remain
in full force and effect throughout each Renewal Option unless otherwise stated
as part of the renewal agreement. The Parties hereby agree that the County shall
not be liable to the Concessionaire or any of its officers, employees, agents or
contractors at law or in equity for giving notice and/or not entering into a Renewal
Option.
Delete Section 2.8 – Hold Over in its entirety and replace with the following:
2.8 Holder Over.
Should the Concessionaire, with the consent of the County, continue to provide
the services described herein after the expiration of the Term or Renewal Option,
without having entered into a subsequent agreement of like nature and content to
this Agreement, such continued service shall be deemed a holder over of the
licensed facility on a month-to-month basis, with all of the terms and conditions of
this Agreement to continue in full force and effect.
III. ACCOUNTING AND FEES
Delete Section 3.2 – Fee and Revenue Reporting in its entirety and replace with the
following:
3.2 Fee and Revenue Reporting.
3.2.1 Administrative Fees and Concession Fees.
During the term of this Agreement, the Concessionaire will pay the
County a fee (“Fee”) as outlined in Exhibit 3.2 – Fee, Attendance
and Revenue.
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3.2.2 Attendance and Revenue Statement.
An Attendance and Revenue Statement (a form mutually agreed
upon between the County and Concessionaire will be used to
report participants and gross revenue collected by the
Concessionaire). (See Exhibit 3.2.2 – Attendance and Revenue
Statement)
3.2.3 Late Payment Fee.
A Late Payment Fee shall be ten percent (10%) of the amount
due. Invoiced late fees are due the County by the Due Date
stated on the invoice. Should the County’s Due Date fall on a
Saturday, Sunday or legal holiday, then said Due Date shall be at
the close of business on the first day thereafter which is not a
Saturday, Sunday or holiday.
3.2.4 Failure to Pay
Failure to pay the required fees shall be considered a breach of
this Agreement. In the event of litigation to enforce this provision
(collection or default), the County is entitled to recover its
attorney’s fees and costs in such proceedings.
3.2.5 Audit
County has the right to audit payment records received for
timeliness and accuracy a minimum of once per Contract Year.
Any fees determined to be due County will be invoiced to the
Concessionaire with payment due within twenty (20) days. Should
the Due Date fall on a Saturday, Sunday or legal holiday, then
said Due Date shall be at the close of business on the first day
thereafter which is not a Saturday, Sunday or legal holiday.
IV. GENERAL PROVISIONS
Delete Section 6.1.0 – Notices, Current Addresses and Points-of-Contact
6.10 Notices, Current Addresses and Points-of-Contact.
All notices required or permitted under this Agreement shall be in writing and
given by (1) United States Post Office certified mail, return receipt
requested, or by Email with Electronic Return Receipt/Read
acknowledgement, to each Party’s following address, or to such other
address as either Party may notify the other in writing. Any such notice shall
be considered served when communication is received and signed/accepted
or delivery is refused.
For the County: Maricopa County Parks & Recreation Department
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Attn: Contract Administrator
41385 N. Castle Hot Springs Road
Morristown, AZ 85342
E-Mail: emilymiller@mail.maricopa.gov
For the Concessionaire: Saguaro Diving & Sports, Inc.
Attn: Darcy Pastorino
908 E. Impala Avenue
Mesa, AZ 85204
Telephone: 480-507-3988
E-Mail: darcyw@aircomponents.com
Notifications required to be made to the Park Supervisor will be made telephonically
to the phone numbers listed in Exhibit 1. 1 – Regional Park System.
V. GENERAL PROVISIONS
Delete Section 6.1.2 – Insurance in its entirety and replace with the following:
6.1.2 Insurance
The Concessionaire shall maintain the following insurance coverage:
A. General liability insurance: two million dollars ($2,000,000) per
occurrence; four million dollars ($4,000,000) per aggregate.
B. Additional insured status with an endorsement as broad as ISO
Additional Insured Endorsement CG20101185.
C. Vehicle liability: Five hundred thousand dollars ($500,000)
combined single limit for all vehicles.
D. Statutory workers’ compensation and employer’s liability of five
hundred thousand dollars ($500,000) per accident, five hundred
thousand dollars ($500,000) per disease and five hundred
thousand dollars ($500,000) disease policy limits.
E. Waiver of subrogation/recovery against the County to be included
in all policies.
F. Coverage must include environmental clean-up unless
documentation is provided by the Concessionaire that this is not
available or feasible.
VI. EXHIBIT 3.2.1 – FEE REPORTING AND PAYMENT SCHEDULE
Delete Exhibit 3.2.1 – Fee Reporting and Payment Schedule in its entirety and replace
with the following:
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EXHIBIT 3.2 FEE, ATTENDANCE AND REVENUE
Concessionaire will pay County the following fees according to the payment schedule listed
below.
Fee Amount
Administrative Fee $150.00
Concession Fee (Participant Entrance Fee per Park entrance) $3.00 per participant
Concessionaire Annual Pass One (1) Free
Additional $3.00/yr
Instructional Staff Fees:
1. One Instructional Staff Member with Dive Boat per $340.00
permit period
2. One Shoreline Instructional Staff Member per permit $240.00
period
3. Each Additional Instructional Staff Member per permit $60.00
period
The Administrative Fee, by definition, is the fee assessed by the County for the initial
development of the Agreement; subsequent Amendments and management of the
Agreement. The Administrative Fee is payable upon the Concessionaire signing the initial
Agreement or Amendments to Agreement, and prior to the Agreement being presented to
the Maricopa County Board of Supervisors (“Board”) for execution. If for some reason the
initial Agreement or Amendment is not executed by the Board, the Administrative Fee will
be refunded to the Concessionaire; otherwise, the Administrative Fee is non-refundable.
The Concession Fee, by definition, is the fee assessed by the County for such things as to
offset impact to the Park and use of Park property in which the Concessionaire received
payment from users of the Concession. Participant Entrance Fees will be payable by
Concessionaire, upon invoice by County, in accordance with the appropriate Fee Payment
Period. Concessionaire will issue a numbered identification tag to the pre-paid participant.
(See Appendix 1 – Identification Tag) The identification tag will be issued by the
Concessionaire to the participants. Upon the participant entering the Park at the Entry
Station, the participant will present the identification tag to the Park Entry Representative;
the Park Entry Representative will retain the top portion of the identification tag; the
participant will retain the bottom portion of the identification tag. Any participant that does
not have an identification tag will pay the published Park Entrance Fee upon entering the
Park. Parks Entry Station Personnel will provide the Contract Administrator with their
portion of the identification tag provided by the participant as verification of the number
reported.
The Concessionaire’s annual pass is restricted and can only be used for official
Concessionaire business. One (1) CMCA annual pass for each Concession contract will be
free of charge. Additional passes (i.e. tour guides) will be $ 3.00 each, renewed at the end
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of each contract period, upon payment of renewal fee. The renewal of the
Concessionaire’s annual pass is conditioned upon Concessionaire being in good standing
and an approved vendor with Maricopa County Parks and Recreation.
Payment of Additional Instructional Staff, identified after the Effective Date, will be identified
to County within fifteen (15) days of employment; certification documents will be provided to
County with notification; County will invoice for additional fees due. There will be no refunds
for Instructional Staff that are no longer affiliated with the Concessionaire during the term of
the Agreement.
V. EXHIBIT 3.2 – FEE, ATTENDANCE AND REVENUE - Continued
Fees, Attendance and Revenue Statement Reporting Schedule
Concessionaire will provide Attendance & Revenue Statements and pay County fees
according to the schedule listed below.
Attendance & Concession Fee
Period Revenue Statement Payment
Due Date Due Date
July 1st – September 30th October 10th October 15th
October 1st – December 31st January 10th January 15th
January 1st – March 31st April 10th April 15th
April 1st – June 30th July 10th July 15th
Should the County’s Due Date fall on a Saturday, Sunday or legal holiday, then said Due
Date shall be at the close of business on the first day thereafter which is not a Saturday,
Sunday or holiday.
Attendance & Revenue Statement, whether there is activity or not, is to be mailed, faxed or
emailed and received by Parks by the date as shown in the Fee and Reporting Schedule.
Email Attendance & Revenue Statement to: emilymiller@mail.maricopa.gov
Fax Attendance & Revenue Statement to: 602-372-8536
Upon County’s receipt of Concessionaire’s Attendance & Revenue Statement, an invoice
will be generated and emailed to the Concessionaire’s contact as provided in this
Agreement.
Payments of fees by credit card:
Call 928-501-9200 and reference invoice number upon presentation of credit
card information.
Payment of fees by mail:
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Payments to be mailed must be accompanied by Concessionaire’s Attendance &
Revenue Report and must reference invoice number. Checks or money orders
for fee payment will be made payable to:
Maricopa County Parks and Recreation Department
Attn: Accounts Receivable
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
V. EXHIBIT 3.2.2 – ATTENDANCE STATEMENT
Delete Exhibit 3.2.2 – Attendance Statement in its entirety and replace with the following:
EXHIBIT 3.2.2 – ATTENDANCE AND R EVENUE STATEMENT
Submission of the Attendance and Revenue Statement is in accordance with fees and reporting
timelines as shown in Exhibit 3.2 – Fee, Attendance and Revenue.
CONCESSIONAIRE: SAGUARO DIVING & SPORTS, INC.
Reporting Period: __________________________________________
Date(s) of # of Instructional Dive Boat or Shoreline # of
Event Staff/Event (Indicate y/n) Participants
Total Amount Due Parks @ $3.00 per Participant
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APPENDIX 1 – IDENTIFICATION TAG
ENTRY STATION COPY
CONCESSIONAIRE: SAGUARO DIVING & SPORTS, INC
DATE OF EVENT: _______________________________
PARTICIPANT NAME/NUMBER: _____________________
INSTRUCTOR NAME:______________________________
THIS IS AN ORIGINAL DOCUMENT-
RECEIPT, STICKER OR EMBOSS HERE
(PLEASE GIVE TO ENTRY STATION FOR PARK ENTRANCE)
---------------------------------------------------------------------------------------------
PARTICIPANT COPY
CONCESSIONAIRE: SAGUARO DIVING & SPORTS, INC
DATE OF EVENT: _______________________________
PARTICIPANT NAME/NUMBER: _________________________
INSTRUCTOR NAME:______________________________
THIS IS AN ORIGINAL DOCUMENT-
RECEIPT, STICKER OR EMBOSS HERE
(INDIVIDUAL PARTICIPANT COPY – PLEASE PLACE ON DASH – AT
COMPLETION OF DIVE, GIVE TO THIS PORTION TO INSTRUCTOR)
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