UMA WITH GLOBAL SPORTS FACILITY-ADOBE LLC.DOCX

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Use Management Agreement
Between
Maricopa County
And
Global Sports Facilities-Adobe, LLC
For the Promotion, Development, Management, Operation, and Maintenance of 
Rise Adobe Sports Complex located at Adobe Dam Regional Park
#C_________________
This Use Management Agreement (hereinafter referred to as “Agreement”) is entered into between Maricopa 
County, a political subdivision of the State of Arizona (hereinafter referred to as “County”) and Global Sports 
Facilities-Adobe, LLC, an Arizona limited liability company (hereinafter referred to as “Concessionaire”). The 
County and the Concessionaire are collectively referred to as “Parties” or individually as a “Party.”
RECITALS
WHEREAS, Maricopa County Parks and Recreation Department (hereinafter referred to as “MCPRD”) 
is authorized to administer this Agreement and the County is authorized to enter into this Agreement pursuant to 
A.R.S. §§ 11-201, 11-251 and 11-933 et seq.; and
 WHEREAS, the County and the Flood Control District of Maricopa County, a political subdivision of 
the State of Arizona (“District”), entered into that certain Joint Use Agreement, dated September 8, 1981, as 
amended by that certain (i) First Amendment to Joint Use Agreement dated June 21, 1993, recorded as Document 
No. 1993-0421100 on June 29, 1993, in the Official Records of Maricopa County, Arizona (“MCR”); (ii) Second 
Amendment to Joint Use Agreement dated May 19, 1999, recorded as Document No. 1999-0513221 on May 28, 
1999, and re-recorded as Document  No. 1999-0666862 on July 14, 1999, in the MCR; (iii) Third Amendment to 
Joint Use Agreement dated June 7, 2006, recorded as Document No. 2006-0840478 on June 22, 2006, in the 
MCR; and (iv)  Fourth Amendment to Joint Use Agreement dated September 22, 2016, recorded as Document 
No. 2016-0763640 on October 18, 2016, in the MCR (collectively, the Joint Use Agreement (“JUA”)); and
WHEREAS, subject to the terms and conditions of the Joint Use Agreement, County is authorized to 
construct, install, operate and maintain recreational facilities and amenities within the area of Adobe Dam, an 
impoundment area which is an integral component of the Adobe Dam Project, known as Adobe Dam Regional 
Park (“Park”) as illustrated in Exhibit 1 – Adobe Mountain Regional Park, as attached hereto and made a part 
hereof, which comprises a portion of the Maricopa County Regional Parks System, located in the County of 
Maricopa, State of Arizona, and legally described in the Joint Use Agreement; and 
WHEREAS, this Agreement is the result of a solicitation, Serial # ITN-220182 Invitation to Negotiate 
for A Public Private Partnership for Development, Improvement and/or Expansion, Financing and Operation of 
the Existing Sports Facility at Adobe Dam Regional Park released by County on December 6, 2021 (“ITN”); and
WHEREAS, Concessionaire submitted a response to the ITN  and desires to redevelop and/or improve 
the existing facility of approximately seventy-eight (78) acres and to provide new development up to 
approximately three hundred sixty-two (362) acres at the Park as described in Concessionaire’s ITN’s response 
(“ITN Response”) and in this Agreement; and
WHEREAS, it is in the public interest for the County to arrange contract operation of a multi-purpose 
sports facility at the Park as illustrated in Exhibit 1A – Complex Conceptual Site Plan as attached hereto and 
made a part hereof; and 
WHEREAS, there is an existing Use Management Agreement, as amended (“UMA”), between the 
County and KCCM Enterprises, LLC (“KCCM”) dated April 15, 1991 (C-30-06-032-1-00)  for the construction, 
operation, management and maintenance of a sports facility, currently known as Victory Lane Sports (“Victory 
Lane”), located on a parcel of land within the Park that contains approximately seventy-eight (78) acres; and 
WHEREAS, Concessionaire and KCCM have entered into an assignment agreement whereby KCCM, 
upon County prior approval, will assign 100% of the direct and/or indirect  interest in KCCM’s UMA as well as

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the improvements and associated infrastructure owned by KCCM (the foregoing being referred to as the 
“Assignment”); and
               WHEREAS, the Assignment is contingent upon County approval and  this Agreement becoming 
effective; and
WHEREAS, performance under  this Agreement is contingent upon Concessionaire acquiring funding 
as required under this Agreement; and
WHEREAS,  the recreational facility shall be known as Rise Adobe, and is hereinafter referred to as 
“Complex” or “Project” or “Projects”; and
WHEREAS, the Parties agree the intent of this Agreement is solely for the development, operation, 
maintenance, management, and improvement of the Complex and does not convey any interests in land or any 
property rights. 
AGREEMENT
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements 
herein contained and other good and valuable consideration, the sufficiency, and adequacy of which the Parties 
acknowledge, the Parties agree as follows:
1.
Recitals.  The Recitals, by this reference, shall be incorporated herein and made a part of this Agreement.
2.
Definitions.
A.
Additional Minimum Fee: An annual payment paid to the County by the Concessionaire based 
upon a percentage of revenue beyond the Annual Minimum Fee (as defined below).  Percentage of 
Adjusted Gross Revenue (as defined below) to which the Additional Minimum Fee applies, and a 
payment schedule will be due in accordance with the respective agreement for services.
B.
Adjusted Gross Revenue: All Gross Revenue (as defined below) generated by a concession 
adjusted downward for limited MCPRD allowable deductions.  The allowable deductions are set 
forth in Exhibit 8 – Accounting and Fees. 
C.
Annual Management Plan (AMP): The AMP is an annual review conducted jointly by the Parties 
to review present, and the next year’s, plan for development and/or operations of the Complex, as 
fully described in Exhibits 1 through 11 of this Agreement, all of which are attached hereto and 
incorporated herein by this reference.
D.
Bond Financing: The bond financing referenced in Section 3.A. below.
E.
Bond Issuer: Maricopa County Industrial Development Authority (“MCIDA”)
F.
Bond Trustee: [
].
G.
Contract Year:  A Contract Year is from January 1st through December 31st, except the first 
Contract Year of this Agreement, which will be from the Effective Date, through December 31, 
2023.  
H.
Effective Date: The date that Concessionaire obtains Bond Financing.
I.
Gross Revenue: Gross Revenue is all monies and/or other revenues generated and/or received by 
the Concessionaire’s operations on, or associated with, the Complex.
J.
Market Value: Market Value is the value of improvements constructed by Concessionaire as shall 
be determined by a certified real estate appraiser, as defined per A.R.S §32-3601, who is experienced 
at appraising recreational facilities and is agreed upon by the County and Concessionaire unless 
otherwise noted in this Agreement.  
K.
Annual Minimum Fee: A base concession fee required to be paid by the Concessionaire to the 
County based on Adjusted Gross Revenue, in accordance with the payment schedule outlined in this 
Agreement.
L.
Opening Date: The Opening Date is the date the Complex, or a portion thereof, initially opens to 
the public.
3.
Scope of the Complex.
A.
Not later than one hundred twenty (120) days of the date of full execution of this Agreement, 
Concessionaire shall provide County with proof from MCIDA indicating that the financing bonds 
have been approved and funds will be available to Concessionaire for construction of the Complex 
in accordance with Exhibit 2 – Complex Activities and Parameters, specifically Section 3.A.,

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and Exhibit 3 – Development of the Complex in the amount in the amount to reasonably complete 
the Complex, which is estimated to be five hundred fifty million dollars ($550,000,000).
B.
After the Effective Date, the County  grants the Concessionaire the right to design, develop, expand, 
manage, and operate the Complex with the improvements as illustrated in Exhibit 1A – Complex 
Conceptual Site Plan, which are more fully described in Exhibit 2 – Complex Activities and 
Parameters under  the terms and conditions of this Agreement. 
C.
The Complex shall conform, at a minimum, to each of the descriptions, terms, and conditions set 
forth in Exhibits 1 through 11 of this Agreement and shall comply with the requirements of the 
pertinent land patent(s), the Park’s master plan and/or updated master plan, the District’s Flood 
Impoundment Restrictions and Guidelines (Exhibit 3 - Development of the Complex - Appendix 
One Flood Impoundment Area Guideline and Restrictions), and Phoenix City Streams Flood 
Control Project regulations,  as well as any approved amendments or revisions thereto.
D.
The Concessionaire shall not use Complex for purposes other than uses permitted under the terms 
of this Agreement without express written consent and approval of County.   
E.
The Concessionaire, at its sole cost and expense, shall obtain all applicable permits, environmental 
compliances, taxes, assessments, fees, and other expenses of any nature associated with the 
management, operation, maintenance, or improvement of the Complex as more fully described in 
in Exhibits 1 through 11.  Notwithstanding the foregoing, the Concessionaire shall not be liable 
for any expenses for or associated with improvements initiated by the County and the District for 
their purposes and unrelated to Concessionaire activities.
F.
Concessionaire shall complete the design and development of the Complex in accordance with the 
Exhibit 2 – Complex Activities and Parameters, specifically Section 3.A., and Exhibit 3 – 
Development of the Complex within three (3) years from the Effective Date.
G.
If the Concessionaire concludes, in its reasonable judgment, that it will be unable to build all of the 
improvements set forth as proposed on Exhibit 1A – Complex Conceptual Site Plan Phase I,  
Exhibit 2 - Complex Activities and Parameters, and/or develop and use a significant portion of 
the land due to development impediments as noted in Exhibit 3 - Development of the Complex, 
then the Concessionaire shall immediately notify County and in the County’s sole discretion, either: 
(i) the Concessionaire shall immediately cease to use the portion of the land that cannot be developed 
and, within sixty (60) calendar days of Concessionaire’s notification to the County that the land 
cannot be developed as set forth in this Agreement, the Parties shall amend this Agreement to reflect 
the reduction in the size of the Complex and the revised Exhibits as required, the County will, in its 
sole discretion, make the decision(s) pertaining to whether development may deviate from the ITN 
Response and the Agreement, and such decision(s) cannot be appealed; or (ii) the County may, but 
is not required to, grant a reasonable extension of the construction completion year, not to exceed 
two (2) years; or (iii) the County may terminate the Agreement in accordance with Section 6 and 
Section 7 of this Agreement.  
H.
If any of the proposed improvements to the Complex requires a new or modified Occupancy Permit 
or partial Occupancy Permit, the Concessionaire shall not occupy the Complex or that portion of the 
Complex until an Occupancy Permit or Partial Occupancy Permit is issued by the jurisdictional 
authorities, along with the written consent and approval of the County.  Concessionaire shall 
commence operations and maintenance of each new improvement with the Complex within six (6) 
months from receipt of the Occupancy Permit or Partial Occupancy Permit and the written consent 
of the County.   
I.
The Concessionaire shall not commence any construction or improvements on or after the Effective 
Date, without the prior written consent of the County and District, in accordance with Exhibit 3 – 
Development of the Complex.  
4.
Assurance of Performance
A.
No improvements shall be commenced upon the Complex by Concessionaire until Concessionaire 
has secured, at its own expense, and submitted to the County a performance, labor, and material 
bond for the construction, in the amount of the total estimated construction cost of improvements to 
be constructed by Concessionaire. In lieu of said performance and labor and material bonds for the 
construction, the County may at its sole discretion accept the performance and labor and material 
bonds supplied by Concessionaire’s contractor or subcontractors, or performance guarantees, or 
other satisfactory evidence to assure said construction will be timely completed; and
B.
The Concessionaire shall obtain and maintain during the term of this Agreement, at its own expense, 
an assurance of performance in the amount of no less than one year of debt service repayment that 
shall secure full and faithful performance by Concessionaire of all of its obligations under this 
Agreement. Said assurance shall be renewed annually during the Term and Renewal Term (defined

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below) of this Agreement and shall be renewed not fewer than thirty (30) days before the expiration 
of the then applicable assurance period. Evidence of said bond renewal shall be furnished to County. 
The County retains sole discretion to determine if any presented assurance is acceptable to the 
County, including each proposed annual renewal, as to form and amount; and
C.
Assurance of performance, as identified in this Section 4, must be issued by a company qualified to 
do business in the State of Arizona and be in a form acceptable to the County. Any  irrevocable 
letter of credit, or a cash deposit established in a local bank in an interest-bearing account payable 
to the order of the County as trustee for Concessionaire, shall have  all interest distributed to the 
County. 
5.
Term and Fees.  
A.
The term of this Agreement shall be from the Effective Date through June 6, 2056 (“Term”).  
B.
Upon Concessionaire’s request, the County may agree to renew this Agreement (“Renewal Term”) 
subject to the following:
1)
The Concessionaire shall provide written notice of a request to renew not later than one hundred 
and eighty (180) calendar days prior to the date the Term is scheduled to expire; and  
2)
The Renewal Term shall be upon the same terms and conditions as the final year of the Term 
except that the Parties shall negotiate a reasonable adjustment to the Annual Minimum Fee and 
Additional Minimum Fee, as defined and administered in Exhibit 8 - Accounting and Fees 
upon the start of the Renewal Term.  The reasonable adjustments shall be based on, but not 
limited to, Market Value of the Complex, Concessionaire’s investment of capital improvements 
and ongoing maintenance costs, revenue generation and sustainability of Concessionaire’s 
recreational activity(ies); and
3)
JUA or a replacement JUA must be in full force and effect.
C.
Fees.  The Concessionaire shall pay the County Annual Minimum Fees and Additional Minimum 
Fee as shown in the fee payment schedule below (“Fee Payment Schedule”) and as administered in 
Exhibit 8 – Accounting and Fees: 
Fee Payment Schedule
CONTRACT YEARS
ANNUAL 
MINIMUM 
FEE 
(EACH 
CONTRACT 
YEAR)
ANNUAL 
MINIMUM FEE 
DUE DATE
(EACH 
CONTRACT 
YEAR)
ADDITIONAL MINIMUM 
FEE MINIMUM BASED 
ON TOTAL ADJUSTED 
GROSS INCOME (EACH 
CONTRACT YEAR)
ADDITIONAL 
MINIMUM FEE
DUE DATE
(EACH CONTRACT 
YEAR)
Effective Date 
through 12/31/2023
Pro-rated 
portion of  
$312,000
Within thirty (30)  
days of Effective 
Date
N/A
N/A
Years 2-5
$312,000
January 1st
3%
February 1st
Years 6-10
$343,200
January 1st
5%
February 1st
Years 11–15
$377,500
January 1st
7%
February 1st
Years 16-25
$415,272
January 1st
  7%
February 1st
Year 26-June 6, 2056
$456,799
January 1st
  7%
February 1st
6.
Termination.
A.
This Agreement may be terminated for cause in whole or in part, at any time, by the County, upon 
forty-five (45) calendar days prior notice to the Concessionaire without any penalty or liability to 
the County.  Concessionaire and its employees, agents, officers, directors, members, successors, or 
assigns hereby waive any and all rights to bring any claim against the County or its employees, 
agents, officers, directors, members, successors or assigns from or relating in any way to the 
County’s termination of this Agreement. Representative reasons for “cause” include but are not 
limited to: (i) the real property, or a portion thereof, reverts to the agency from which any patent 
was received; (ii) the real property is no longer useful for a recreational purpose; and/or (iii) new 
requirements imposed upon the County make a continuation of the Agreement unreasonable.
B.
The Parties acknowledge that this Agreement is subject to cancellation pursuant to the provisions 
of A.R.S. §38-511.
C.
This Agreement may be terminated without cause with the mutual agreement of the Parties.  The 
Party requesting the termination must submit its request, in writing, a minimum of one hundred 
eighty (180) calendar days in advance of the requested termination date.  Notice of the request for 
termination shall be sent to the other Party pursuant to the notice provisions set forth in Section 15

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of this Agreement.  If the request for termination is initiated by the Concessionaire, the County may 
select an interim operator (or may choose to become the interim operator) to act as the 
Concessionaire until a replacement concessionaire has been selected.  Within forty-five (45) 
calendar days of the date the interim operator commences operations, or sooner if the Parties agree, 
the Concessionaire shall pro-rate any membership fees, fees paid for a future service or other fees 
and shall pay such pro-rated amount to the interim operator.  The Concessionaire shall pay to the 
interim operator all security deposits received by Concessionaire for tournaments, events, or 
functions to be held at the Complex, scheduled after the termination date of this Agreement.
D.
In the event a JUA is in place, and  the Concessionaire, with the consent of the County, continues 
to provide the services described hereinafter the expiration of the Term and/or the Renewal Term, 
without having entered into a subsequent agreement of like nature and content to this Agreement, 
this shall be deemed a holdover of the Complex on a month-to-month basis, not to exceed a period 
of twelve (12) months, with all of the terms and conditions of this Agreement, except as provided 
in this paragraph, to continue in full force and effect.  If the County has consented to a holdover but 
the Parties have not entered into a new agreement by the end of the twelve (12) month period, the 
prior consent by the County shall be deemed to be revoked and the Concessionaire is required to 
vacate and may no longer holdover.
7.
Default.
A.
It shall be a default and breach of this Agreement by Concessionaire if any of the following shall 
occur at any time during the Term or Renewal Term:
1)
Failure to make payment of any monetary sums specified to be paid by the Concessionaire 
under this Agreement on or before the date the same shall become due, and such failure 
continues for a period of thirty (30) calendar days after notice of such default is given to the 
Concessionaire.
2)
Failure to provide insurance as required (see Section 10).
3)
Failure of the Concessionaire to make satisfactory progress, in the County’s sole discretion, to 
meet the mutually agreed-upon development timeline per Section 3.F or an extension thereof 
per Section 3.G. 
4)
Failure to operate and maintain the Complex, as more fully described in Exhibits 1 through 
11,  pursuant to the terms and conditions of this Agreement, where such failure continues for a 
period of thirty (30) calendar days after notice of such default is given to the Concessionaire, 
provided, however, that if such default is of a nature that it cannot reasonably be cured within 
said thirty (30) calendar days, then the cure period may be extended by the County, in writing, 
for such longer time as may be reasonably necessary, so long as the Concessionaire commences 
to cure the failure within said thirty (30) day period, in good faith and with due diligence, and 
thereafter diligently and continuously pursues the same to completion.
5)
A breach of Concessionaire’s representations and warranties set forth in Section 13 of this 
Agreement.
6)
Institution or filing by or against the Concessionaire of insolvency, receivership or bankruptcy 
proceedings or any other proceedings for the settlement of Concessionaire’s debts and not 
dismissed within ninety (90) calendar days from the date of such filing or institution.
7)
Appointment of a receiver, guardian, conservator, trustee or assignee, or any other similar 
officer or person to take charge of all of the property or businesses of the Concessionaire and 
such appointment is not vacated within ninety (90) calendar days after the date of appointment.
8)
Any general assignment for the benefit of creditors by Concessionaire.
9)
All of the Concessionaire’s assets located at the Complex or interest in the Complex being 
subjected to attachment, execution, or other judicial seizure.
10) Insolvency of the Concessionaire.
11) Concessionaire’s dissolution or ceasing to do business.
B.
Upon determination by the County that the Concessionaire is in default, the County shall be entitled, 
at its sole discretion and selection, to exercise any and all of the following remedies:
1)
Terminate this Agreement, without penalty or liability to the County, by giving the 
Concessionaire notice of termination. Upon the issuance of the notice of termination, all of the 
Concessionaire’s rights in the Complex and under this Agreement shall terminate immediately. 
Within the notice of termination, the County, in its sole discretion, shall direct the 
Concessionaire to (i) surrender and vacate the Complex, and the County may enter and take 
possession of the Complex and eject all parties in possession, or eject some and not others, or 
eject none; and, in the alternative; (ii) the County may at the Concessionaire’s sole cost and 
expense:

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a.
demolish and/or remove all, or a portion of, improvements on the Complex and return the 
property, or a portion of the property, to a condition as similar as possible to the condition 
of the property at the time of execution of this Agreement; and
b.
remove all personal property, trade fixtures, equipment, and inventory owned by 
Concessionaire and repair any damage caused to the Complex; and
c.
remove all garbage and debris, to include inoperable or obsolete equipment, from the 
Complex.
2)
Concessionaire shall pay all costs incurred by the County to perform the work as stated herein, 
in any manner it may deem desirable, within thirty (30) calendar days of receipt of an invoice 
from the County.  
3)
Termination under this Section shall not relieve the Concessionaire of the obligation for 
payment of any sums then due to the County or from any claim for damages previously accrued 
or then accruing against the Concessionaire. 
4)
If the Agreement is terminated for default, the Concessionaire shall, and hereby covenants to, 
peaceably and quietly surrender the Complex to the County and to execute and deliver to the 
County such instruments as shall be required by the County, to evidence termination of the 
Concessionaire’s rights hereunder, its interest herein, and to certify that the Concessionaire has 
not encumbered the Complex. 
5)
If the Agreement is terminated for default, Concessionaire shall immediately transfer any funds 
in the Maintenance Account and the Capital Improvement Project Fund to the County.
6)
The County may exercise any other remedy available at law or in equity.
C.
It shall be a default and breach of this Agreement by the County if the County fails to perform any 
of its material obligations hereunder and such failure to perform continues for a period of thirty (30) 
calendar days after written notice thereof from the Concessionaire to the County, unless such failure 
cannot reasonably be cured within thirty (30) calendar days.  In this event the County shall have 
commenced curing said breach or failure within said thirty (30) calendar day period and shall 
diligently pursue cure of the failure or breach to completion to avoid being in default.  Should the 
County continue to be in default without the pursuit of a cure, the Concessionaire may terminate 
this Agreement with a ninety (90) calendar day written notice to the County.  
8.
Surrender.  
Upon the expiration date or termination date the Concessionaire shall, unless otherwise approved by the 
County, within sixty (60) calendar days from the expiration date or termination date of this Agreement, 
at the County’s sole discretion, conduct the following tasks:
A.
Execute a Certificate of Acknowledgement that the Concessionaire has vacated and relinquished all 
possessory rights to the Complex to the County as well as represent and warrant that the 
Concessionaire has not encumbered the Complex; and
B.
Demolish and/or remove obsolete improvements on the Complex as specified by the County and 
return the property to a condition as similar as possible to the condition of the property at the time 
of execution of this Agreement; and
C.
Remove personal property, trade fixtures, equipment, and inventory owned by Concessionaire from 
the Complex and repair any damage caused to the Complex. Any such items not removed within 
the specified timeframe shall be deemed to be abandoned by Concessionaire. Concessionaire shall 
pay all costs incurred by the County to remove and dispose of such property in any manner it may 
deem desirable, within thirty (30) calendar days of receipt of an invoice from the County; and
D.
Remove all garbage and debris, including inoperable or obsolete equipment, from the Complex. 
If Concessionaire fails to comply to perform the work as stated herein within such timeframe, 
Concessionaire shall pay all costs incurred by the County to perform the work as stated herein, in any 
manner it may deem desirable, within thirty (30) calendar days of a receipt of invoice from the County.
9.
Financing.  
A.
If the Concessionaire defaults under the Bond Financing documents, upon written notice thereof by 
the Bond Trustee to the County, the County agrees to recognize the Bond Trustee as the 
Concessionaire under this Agreement and attorn to the Bond Trustee as the Concessionaire, pursuant 
to the Subordination and Attornment Agreement set forth on Exhibit 12, attached hereto and 
incorporated herein by this reference. 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., above groundwater storage tank).

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B.
The Concessionaire or any of its sub concessionaires, contractors or subcontractors shall not have 
any authority to create any lien against the County for labor, materials, or services furnished by the 
Concessionaire, its contractors, or subcontractors.  If, because of any act or omission (or alleged act 
or omission) of the Concessionaire, any mechanic’s, materialmen or other liens, charge, or order for 
the payment of money shall be filed or recorded against the County (whether or not such lien, charge 
or order is valid or enforceable as such), the Concessionaire shall immediately notify the County.  
The Concessionaire will, at its own expense, cause the same to be canceled and discharged of record.
10.
Indemnification and Insurance.
A.
The Concessionaire, for itself, its agents, officers, directors, partners, vendors, contractors, 
employees, assignees, sub-concessionaires, licensees, invitees, or any and all other persons claiming 
rights through the Concessionaire, shall, to the fullest extent permissible by law, indemnify, defend 
and hold harmless the County  and the District, including their agents, officers, directors, and 
employees thereof, from and against any and all loss or expense of any nature whatsoever, incurred 
as a result of any claim or suit of any nature whatsoever, which arises in any way whatsoever 
pursuant to this Agreement.  The Concessionaire shall be liable and responsible for, including but 
not limited to, reasonable attorneys’ fees, court costs, awards and other expenses relating to the 
defense against claims or litigation, incurred by the County.  This clause shall, in all instances, be 
interpreted to find that the obligation to defend, indemnify, and hold harmless does fall to 
Concessionaire. The scope of this indemnification does not extend to the sole negligence of the 
County.
B.
The Concessionaire shall secure and maintain the following insurance coverage within five (5) 
business days of the Effective Date:
1)
Public liability insurance, including bodily injury/property damage, auto liability, products and 
completed operations liability, liquor liability, and contractual liability, providing limits of no 
less than two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) 
aggregate limits, or evidence of self-insurance acceptable to the County, for injuries or damage 
received or sustained by any person(s), or property at the Complex.
2)
Endorsement for sexual molestation for the limits of one million dollars ($1,000,000) general 
liability and two million dollars ($2,000,000) aggregate. 
3)
Waiver of Subrogation/recovery against the County shall be included in all policies.
4)
Environmental cleanup and pesticide/herbicide coverage shall be included unless 
documentation provided by the Concessionaire that this is not available or feasible. 
5)
Worker’s Compensation, if applicable, with limits not less than $1,000,000 for each accident, 
$1,000,000 disease for each employee, and $1,000,000 disease policy limit.
6)
Property insurance in an amount sufficient to rebuild the improvements in case of a casualty 
loss.  Concessionaire shall notify the MCPRD’s Contract Administrator immediately upon any 
property insurance claim submission. The County will be an “additional payee” pursuant to 
such policy.  The Concessionaire will be entitled to receive and shall be obligated to apply 
insurance proceeds to repair or reconstruct damaged improvements.  Insurance proceeds shall 
be disbursed pursuant to customary construction lending practices in the Phoenix, Arizona area, 
as such repair and restoration are being made and subject to such procedures as the County may 
reasonably require monitoring the application of such proceeds.
7)
The insurance coverages will be reviewed annually, no later than December 31 of each year, as 
part of the AMP pursuant to the terms of the Agreement. The County reserves the right to 
request a copy of all claims (including but not limited to incident reports, damages).
8)
The County reserves the right to revise the minimum required limits of insurance during the 
term of this Agreement provided the changes are consistent with market conditions, prudent 
business judgment, and industry standards.
C.
The County and the District will be named as “additional insured” under all policies of insurance. 
Copies of all insurance policies or certificates thereof will be made available to the County upon 
request. Copies of the Certificate of Insurance will be furnished annually to the County. The County 
will be given thirty (30) calendar days advance written notice of cancellation , non-renewal, or 
change in coverage or limits of a policy. 
D.
The Concessionaire assumes all risk of loss and shall be responsible for any and all losses to the 
Complex and all improvements.  The loss to the Complex may result from, but is not limited to, 
theft, vandalism, fire, and any fire-fighting activities (including prescribed burns), floods, droughts, 
landslides, rising waters, winds, falling limbs or trees and acts of God.  If, prior to commencement 
of, or during, the Term or Renewal 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

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on, below, above, or appurtenant to the Complex at the commencement of the Term or Renewal 
Term or hereafter erected, installed or placed thereon shall be destroyed or damaged in whole or in 
part by any cause except condemnation, the Concessionaire will notify the County immediately.  
The Concessionaire will immediately secure the area to prevent injury, vandalism, or further damage 
to persons, improvements, and contents thereof and direct its insurer to make any payment to the 
appropriate Party.  
E.
If the destroyed or damaged buildings, improvements, fixtures, or equipment under the control of 
the Concessionaire are capable of restoration, in the reasonable judgment of the County and 
Concessionaire, this Agreement shall continue in full force and effect, except that established fee 
payable to the County by the Concessionaire, to the extent not covered by insurance, shall be abated 
to the extent that the damage or restoration interferes with the Concessionaire’s operations.  The 
Concessionaire agrees to cooperate in the determination of the abatement or other relief to be 
provided by furnishing all information requested relative to its operations, permitting examination, 
and audit of all accounting records kept in connection with the conduct thereof.  The abatement of 
fees may be negotiated in relation to the percentage of damage.  Fee abatement(s) may be granted 
for a period of not more than one hundred eighty (180) calendar days.  The Concessionaire will, as 
soon after the damage as reasonably possible, apply for all required permits required 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 or if the damage destroys in excess of fifty percent (50%) of the 
appraised value of the Complex on the date of loss (as determined by an independent appraiser), 
then the Concessionaire or the County shall have the option to terminate this Agreement in whole 
or in part.  If this Agreement is terminated pursuant to this provision, any insurance proceeds shall 
be applied first to remove any damaged or destroyed improvements and second to pay any loans to 
the Concessionaire secured by its interest in this Agreement or any property covered hereby.  The 
balance of the proceeds shall be divided by the County and the Concessionaire in equal proportions.  
11.
Assignment.
A.
The Concessionaire shall not transfer, sell, or assign, transfer or subcontract, in whole or in part, the 
Concessionaire’s rights or interests in the Agreement without the prior written approval of the 
County and the District. 
B.
The Concessionaire shall provide at least ninety (90) calendar days prior to the date of the proposed 
transfer, written notice of a sale, transfer, or assignment of this Agreement, so any requested 
analysis, study, and subsequent County approval can be completed prior to the effective date of the 
transfer, sale, or assignment. 
1)
The Concessionaire shall deposit with the County a minimum nonrefundable administrative 
transfer fee (“Administrative Fee”) of five thousand dollars ($5,000.00) upon notification of a 
potential sale, transfer, or assignment to reimburse the County for administrative costs 
associated with the transaction. 
2)
In connection with a full transfer, sale or assignment to a designated assignee, the 
Concessionaire shall provide the County, for review, any information requested by the County 
for purposes of transfer, sale, or assignment of this type of business operation including, but not 
limited to, the following:
a.
Business and management capability of the designated assignee; and
b.
A financial analysis of the Complex operation, including an appraisal of real property 
improvements and/or furniture, fixtures and equipment that are included in the transaction, 
be conducted before approving a(n) transfer, sale, or assignment; and
c.
A background check including financial profile and criminal history of the key individuals 
of the designated assignee.
C.
The Concessionaire, upon no less than thirty (30) calendar days prior written notice to the County, 
may partner or subcontract with other entity(ies) to operate units of the Complex, provided that, all 
Gross Revenue from partners, subcontractors, vendors, and events shall be included in revenue 
reporting as per Exhibit 8 - Accounting and Fees.  Concessionaire is responsible for all actions, 
liabilities, and damages of partners, subcontractors, or other entity(ies). 
12.
Compliance Requirements.
A.
The Concessionaire, for itself and all subcontractors, if any, shall not discriminate against any 
employee or applicant for employment because of race, age, handicap, disability, color, religion, 
sex, sexual orientation, 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-

Page 9 of 52
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.
B.
The Concessionaire, for itself and all subcontractors, if any, agrees to comply with the Immigration 
Reform and Control Act (I.R.C.A.) and Arizona statutes, in the performance of this Agreement and, 
upon request, permit the County to inspect personnel records to verify such compliance.
C.
The Concessionaire, for itself and all subcontractors, if any, shall comply and warrants full 
compliance with all federal immigration laws and regulations that relate to their employees, and 
their compliance with A.R.S. §23-214 et seq.  A breach of this warranty shall be deemed a material 
breach of this Agreement that is subject to penalties up to and including termination of this 
Agreement.  The County retains the right to inspect the papers of Concessionaire or sub-contractors’ 
employee(s) who work on the Complex to ensure that the Concessionaire or subcontractor is 
complying with the warranty provided above.  The Concessionaire shall make all papers and 
employment records of the said employee(s) available during normal working hours in order to 
facilitate such an inspection. Nothing herein shall make any Concessionaire or subcontractor an 
agent or employee of the County.
D.
The Concessionaire for itself and all subcontractors, if any, warrants that it complies with 
verification of employment eligibility and E-Verify Program. 
E.
If Concessionaire engages in for-profit activity and has ten (10) or more employees, and if this 
Agreement has a value of one hundred thousand dollars ($100,000) or more, Concessionaire certifies 
it is not currently engaged in and agrees for the duration of this Agreement to not engage in, a 
boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 
50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
F.
Concessionaire warrants and certifies that it does not currently, and agrees for the duration of the 
contract that it will not, use:
1)
The forced labor of ethnic Uyghurs in the People's Republic of China.
2)
Any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic 
of China.
3)
Any contractors, subcontractors or suppliers that use the forced labor or any goods or services 
produced by the forced labor of ethnic Uyghurs in the People's Republic of China. 
If Concessionaire becomes aware during the term of the Agreement that the Concessionaire is not 
in compliance with this paragraph, the Concessionaire shall notify the County within five business 
days after becoming aware of the noncompliance. Failure of Concessionaire to provide a written 
certification that the Concessionaire has remedied the noncompliance within one hundred eighty 
(180) days after notifying the public entity of its noncompliance, this Agreement shall terminate 
unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period.
13.
Concessionaire’s Representations. Concessionaire represents and warrants to the County that the 
following statements are true and correct:
A.
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 contingency 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, 
the Concessionaire is responsible for payment of any commission and County shall have the right 
to recover the full amount of such commission, percentage, brokerage, or contingency fee.  
B.
This Agreement is not intended to constitute, create, give to, or otherwise recognize a joint venture 
agreement or partnership or formal business organization of any kind between the County and the 
Concessionaire and the rights and obligations of the Parties shall be only those expressly set forth 
in this Agreement.
C.
No person(s) supplied by the Concessionaire in the performance of obligations under the Agreement 
is/are considered to be the County’s employees, and no rights of the County’s civil service, 
retirement, or personnel rules apply to such person(s).
D.
The Concessionaire has total responsibility for determining employee eligibility, 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 harmless with respect thereto. 
E.
The Concessionaire will ensure full compliance with all applicable terms and conditions of this 
Agreement by its agents, employees, vendors, and contractors (including subcontractors of any tier) 
and their respective employees.  Failure or refusal of the Concessionaire or its agents, employees, 
vendors, contractors, sub-contractors, or their employees to comply with these terms and conditions 
will be deemed a breach of this Agreement.

Page 10 of 52
F.
The Concessionaire has not been debarred, suspended, proposed for debarment, declared ineligible, 
or voluntarily excluded from covered transactions by any Federal department or agency.
G.
The Concessionaire has not within a three (3) year period preceding this Agreement been convicted 
of or had a civil judgment rendered against them for the commission of fraud or a criminal offense 
in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) 
transaction or contract under a public transaction; violation of Federal or State antitrust statutes or 
commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making 
false statements or receiving stolen property. 
H.
The Concessionaire is not presently indicted or otherwise criminally or civilly charged by a 
government entity (Federal, State, or local) with the commission of any of the offenses enumerated 
in paragraph (G) of this certification.
I.
The Concessionaire has not, within a three (3) year period preceding this Agreement, had 
transactions terminated for default.
J.
The Concessionaire shall include, without modification, Sections 13(F) through 13(I) above in all 
lower tier covered transactions (e.g., transactions with vendors, contractors) and in all solicitations 
for lower tier covered transactions related to this Agreement.
14.
Representation and Warranties of the County.  
The County represents and warrants to the Concessionaire that the existing land and improvements are 
being presented “as-is, where-is” as of the Effective Date of this Agreement.  The County does not imply 
or provide any warranty with respect to the physical aspects of the Complex except as set forth herein.
15.
Notices. 
All notices required under this Agreement shall be in writing and given by email delivery with read 
receipt, United States Post Office certified mail with return receipt requested,  by commercial courier 
served with a receipt, or by hand delivery with a receipt, to each Party’s following address, or to such 
other address as either Party may notify the other in writing as provided herein.  Notice given in 
compliance with this Section is deemed received (i) on the day it is personally served, (ii) on the day it 
is sent by email, (iii) five (5) days after it is sent by certified mail, or (iv) two (2) days after it is delivered 
to any commercial  courier service. 
For the County:  
Maricopa County Parks & Recreation Department
Attn: Contract Administrator
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
Email: emily.miller@maricopa.gov
Phone: (602) 506-9511
For the Concessionaire:
Global Sports Facilities-Adobe, LLC
Attn: Lyndon Estill, President
7970 East Thompson Peak Pkwy, Suite 104 
Scottsdale, AZ 85255
Email: Lyndon.Estill@Uprisefacilities.com
Phone:  (425) 591-9469
16.
General Provisions.  
A.
Concessionaires rights and privileges pursuant to this Agreement, are and shall at all-times be, 
subordinate to the use of the property for flood control purposes. Concessionaire shall conduct all 
operations in such a manner as to avoid any interference with the flood control purposes of the 
property. In the event Concessionaire is notified that any of its facilities, property or operations is 
causing or may cause interference with the use of the property for flood control purposes, 
Concessionaire, at its sole cost and expense, shall remove and eliminate such interference. Neither 
the District nor the County shall be liable to the Concessionaire in any way for damage to the 
property of Concessionaire or to the operations of Concessionaire’s business due to use and 
operation of the property for flood control purposes.
B.
The waiver by either Party of any breach of any one or more of the covenants, conditions or 
provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach 
of said covenants, conditions, or provisions of this 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 Agreement shall not be construed to, in any manner, change the terms hereof or 
preclude such Party from enforcing the full provisions of this Agreement.

Page 11 of 52
C.
The paragraph or section headings used in this Agreement are for the purpose of convenience or 
reference only.  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.
D.
The Parties intend for this Agreement to comply with applicable laws.  If any provision of this 
Agreement is determined to be invalid, void, or illegal, then such determination shall not affect, 
impair, or invalidate any other provision hereof, and the remaining provisions shall remain in full 
force and effect, and the Parties shall use their commercially reasonable efforts to restate the invalid 
provision to the end that it complies with applicable laws.
E.
The Parties agree to act in good faith and with fair dealing with one another in the execution, 
performance, and implementation of the terms and provisions of this Agreement.  Whenever the 
consent, approval or other action of a Party is required under any provision of this Agreement, such 
consent, approval or other action shall not be unreasonably withheld, delayed or conditioned by a 
Party unless the provision in question expressly authorizes such Party to withhold or deny consent 
or approval or decline to take action in accordance with a different standard, in which case the 
consent or approval or the decision not to take action may be withheld, delayed or conditioned in 
accordance with the different standard.   
F.
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.
G.
The Concessionaire agrees to collect data related to recreation uses occurring within the Complex. 
The County, or its designated representative, will provide the forms on which to collect the data.  
The Concessionaire will not be required to collect or release data to the County that violates any 
privacy statutes, regardless of the originator, or is of a nature that identifies specific individuals as 
users of the Complex.
H.
There is reserved to the County and their successors or 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 the said lands of the Complex, 
to exercise, enforce, 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 to survey Park users and customers at the Complex.  Unless there is an 
emergency, the right of entry by the County must be coordinated with the Concessionaire to ensure 
safe entry and reasonable flow of business.  
I.
The Concessionaire shall not commit or permit any illegal, morally questionable nuisance or unsafe 
condition to be created or maintained on the Complex.  The Concessionaire shall not operate or 
knowingly permit the operation of any illegal acts upon the Complex.
J.
The Concessionaire hereby agrees and shall provide, obtain and maintain, at its sole cost and 
expense, all operating permits and licenses and shall comply with all applicable federal, state, 
county, local and city statutes, laws, ordinances, rules, regulations, and instructions, including the 
MCPRD’s rules and regulations (see Exhibit 11 - Park Rules), in effect now or as may be amended 
or added, which apply to the development, management, operation and maintenance of the Complex, 
as more fully described in Exhibits 1 through 11, and to keep fully informed of, and in compliance 
with, any changes or revisions thereto.  Upon the securing of appropriate permits and licenses to sell 
liquor, the Concessionaire shall provide, at its sole cost and expense, all insurance required for liquor 
sales. In addition to compliance with legal requirements, the Concessionaire shall exercise prudent, 
responsible, and experienced judgment in the serving of liquor for consumption in designated areas 
at the Complex. 
K.
This Agreement shall be deemed to be made under, and shall be construed in accordance with and 
shall be governed, interpreted and regulated by, the laws of the State of Arizona, and arbitration 
proceedings, if applicable, or suit to enforce any provision of this Agreement or to obtain any remedy 
with respect hereto may be brought in the Superior Court of the State of Arizona, Maricopa County, 
and for this purpose, each Party hereby expressly and irrevocably consents to the jurisdiction of said 
Court. 
L.
If suit or action is commenced to enforce compliance with any term, covenant, or condition of this 
Agreement, including any action undertaken in the context of bankruptcy proceedings, the Party not 
prevailing shall pay to the prevailing party a sum which the trial judge determines is reasonable as 
attorney fees to be allowed in the suit or action and court costs. If an appeal is taken from any 
judgment or decree in the suit or action, the Party not prevailing on the appeal shall pay the 
prevailing Party such further sum as the appellate court shall adjudge reasonable as attorney fees on 
appeal and court costs.

Page 12 of 52
M. The occurrence of any of the following events shall excuse performance of such obligations of a 
Party as are rendered impossible or reasonably impracticable to perform while such continues: 
strikes; lockouts; acts of God; governmental restrictions; enemy or hostile governmental action; fire 
or other casualties; and other causes beyond the reasonable control of the Party obligated to perform 
(each an event of “Force Majeure”).  
N.
Concessionaire covenants and warrants that the person executing this Agreement on behalf of the 
Concessionaire is duly authorized to sign this Agreement and agrees to provide proof of such 
authorization, for example, bylaws or a resolution, prior to the execution of this Agreement.
O.
This Agreement does not create a leasehold estate, and the District shall at all times remain the title 
holder of the real property.
P.
The MCPRD Director and/or his/her delegee shall administer this Agreement. 
Q.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an 
original but all of which together shall constitute the same instrument.  Electronic signatures shall 
have the same force and effect as original signatures.
R.
Time is of the essence of this Agreement.  If the date for performance of any obligation hereunder 
or the last day of any period provided herein shall fall on a Saturday, Sunday, or legal holiday, then 
said date for performance or period shall expire on the first day thereafter which is not a Saturday, 
Sunday, or legal holiday. 
S.
This Agreement, together with any amendments and exhibits attached hereto, constitutes the entire 
Agreement between the Parties, and sets forth all of the covenants, promises, agreements, 
conditions, or understandings, either oral or written, between the Concessionaire and the County, 
and those agreements that are executed contemporaneously herewith.  This Agreement shall be 
construed as a whole and in accordance with its fair meaning and without regard to any presumption 
or other rule requiring construction against the Party drafting this Agreement.  This Agreement 
cannot be modified or changed except by a written instrument executed by the Concessionaire and 
the County.  The Concessionaire and the County have reviewed this Agreement and have had the 
opportunity to have it reviewed by legal counsel.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGE(S) FOLLOW

Page 13 of 52
IN WITNESS WHEREOF, the Parties have executed this Agreement on the last date indicated below.
CONCESSIONAIRE
GLOBAL SPORTS FACILITIES-ADOBE, LLC 
Signature
Date
By: 
Printed Name
Its: 
Title
RECOMMENDED BY:
RJ Cardin
Date
Director, Maricopa County Parks & Recreation Dept.
MARICOPA COUNTY
____________________________________________
Chairman
Date
Board of Supervisors
ATTEST
Clerk of the Board
Date
Approved as to Form:
__________________________________
 Deputy County Attorney

Page 14 of 52
Exhibit 1 – Adobe Dam Regional Park 
(Not to Scale)

Page 15 of 52
Exhibit 1A  
Complex Conceptual Site Plan
 (Not to Scale)

Page 16 of 52
Exhibit 2 - Complex Activities and Parameters
Exhibit 2 - Complex Activities and Parameters as stated herein, sets forth the allowable uses of the Complex.  
This Exhibit will be reviewed annually, no later than December 31 of each year, as part of the AMP pursuant to 
the terms of the Agreement.  
The Concessionaire is authorized to organize, administer, and supervise athletic competitions, recreational 
activities, including organization of leagues, scheduling of games/practices, facilitation and/or organization of 
tournament play, and other recreational activities, as well as provide instructional programs, educational 
opportunities, and clinics as provided herein for Concessionaire’s athletic recreation programs at the Complex.
Local youth scholarshipped teams will have access to all sports venues Monday through Thursday not to exceed 
1,000 hours per week.  
UpRise Global will make $250,000.00 in scholarships available annually to local youth for a minimum of ten  
(10) years from the date of full operations. The scholarships will apply to sports participation, afterschool care 
programs and equipment. The scholarships will be awarded and managed by the UpRise Global Foundation 
Scholarship Committee.
UpRise will work with local schools who need programs and facilities to provide access to the site.
1.
Complex Use. Concessionaire shall have exclusive right to schedule use of the Complex and for 
conducting Complex Special Events (see Section 3.C below).  
2.
Complex Residency.  The establishment of a residency, either temporary or permanent, will not be 
permitted on the Complex or within the Park.
3.
Complex Activities.  
A.
The Complex shall be open to the public. The Concessionaire is anticipated to provide or develop 
the following additional structures and support facilities for activities associated with recreation as 
stated herein:
1)
A sports education and programing facility, with shared use for the County, the District, and 
Park concessionaires.
2)
A recreational vehicle park with approximately three hundred sixty (360) stalls with picnic 
areas.
3)
A new fieldhouse/main building that includes a restaurant, bar and grill service, arcade, 
recreational retail outlets  and other retail venues, day care services, video production center, 
safety and security center including first aid, sports park administration business center, meeting 
rooms, and other recreation support venues that shall replace the existing Victory Lane main 
building; and 
4)
An indoor team sports building for basketball, cheer, dance, wrestling and volleyball including 
a shared stadium court, food service, restrooms, locker rooms and other amenities; and
5)
A sports educational center focused on success for under-resourced student athletes by 
providing student athletes with the tools, mentors and information to enhance their academic 
achievement and to develop outstanding character to assist to receive academic and athletic 
scholarships; and
6)
A health, wellness & fitness building with facilities for general fitness, health & wellness, 
crossfit training, and other specialized athletic training with an annex for performance training 
and proficiency improvement plus an indoor/outdoor training field; and 
7)
A multi-use indoor sports structure  that shall be sized for soccer, football, lacrosse, indoor track 
& field and other indoor-related sports in a climate-controlled  environment that will also be 
suitable for special events and other large capacity indoor uses such as recreational trade shows; 
and,
8)
Outdoor field sports that shall focus on, but not limited to soccer,  baseball, youth baseball 
including little league and softball, sand volleyball, pickleball, flag football, ultimate frisbee, 
cricket, lacrosse multi-skill level team building courses and curriculums; and 
9)
A track and field stadium with a team sports center for holding outdoor sporting, performing 
arts, music, and other recreational based events; and 
10) An E-Sports or other type of organized, multiplayer video game competitions (E-Gaming); and,
11) Retail merchandise sales, restaurants, catering and food services located throughout the 
Complex; and

Page 17 of 52
12) Operations and maintenance facilities located within various buildings and yard areas in 
strategic locations within the Complex.
13) Shade structures, pathway lighting, security systems for the building(s) and property. 
B.
Additional recreation activities at the Complex shall be approved in advance by the MCPRD.
C.
Complex Special Events.  Special Events are defined as events and activities outside of regular-
seasonal practices and races, such as overnight use of lands for trailers, tents, camping.  Special 
Events require submission of a Special Use Permit (“SUP”).
D.
Special Use Permits.  The Concessionaire shall, through coordination with the MCPRD’s Contract 
Administrator and/or the Park Supervisor, coordinate the planning of Special Event SUPs for 
approval by the MCPRD and the District.
1)
For planning purposes, it is preferred that the Concessionaire submit annually to the MCPRD 
(no later than November 1) the tentative dates of all Special Events anticipated to occur in the 
upcoming Calendar Year.  The MCPRD may combine annual activities into an annual SUP for 
approval by the MCPRD and the District.
2)
Overnight use of any temporary structures (e.g., tents, trailers), or vehicles of any type 
(including recreational vehicles) located below the standard project flood (“SPF”) pool 
elevation is not permitted on the Complex or within the Park without prior authorization.  Such 
authorization may be obtained through the submission of an SUP application with a map 
illustrating the location of the overnight use. SUP applications for overnight use will be 
reviewed and approved on a case-by-case basis.    
3)
Special Event SUPs not among the  activities included in the annual SUP must be submitted to 
the MCPRD’s Contract Administrator sixty (60) calendar days prior to the event date.  
4)
SUP applications shall contain a full written description, a timeline of the event, and a map 
showing the location of the event.
5)
SUPs may require an addendum to the Emergency Evacuation Plan (see Exhibit 9 – Safety).
6)
SUP’s may be modified by notification within a reasonable timeframe to the MCPRD’s 
Contract Administrator (e.g., weather  delay would require immediate notification; event 
cancelation would require a minimum of at least thirty (30) calendar day notification).
7)
If additional recreational vehicle parking beyond the Complex boundaries is needed, it may be 
coordinated with the MCPRD’s Contract Administrator and/or Park Supervisor,  and the cost 
will be the published primitive overnight parking/camping fee.
8)
The County or the District may cancel any Special Event SUP at any time  due to a public safety 
concern in line with emergency protocols established by the County or District without any 
liability.
E.
Special Event Vendors.  The Concessionaire may invite outside vendors to support Special Events 
through the sale of vendor products. 
1)
The Concessionaire assumes all liability for outside vendors and is responsible for obtaining all 
required licenses, permits, liability, and property insurance, and shall pay all appropriate taxes 
as well as to conduct all appropriate income reporting. 
2)
The County and the District shall be listed as additionally insured on each Certificate of 
Insurance required per the Agreement Section 10 Indemnification and Insurance.
3)
The County and the District are not liable for the failure of vendors to comply with these 
obligations; however, it is the responsibility of Concessionaire to ensure the outside vendors 
are aware of these requirements and the County reserves the right to remove from the Complex, 
without liability, any vendor who is not in compliance with these requirements or vendors with 
products or merchandise deemed inappropriate. 
4)
The Concessionaire shall assist in arranging security for, and assumes sole liability for, vendors 
and their vehicles, equipment and merchandise that remain on the Complex.  The County 
assumes no liability for any vendor vehicles, equipment, or merchandise located on the 
Complex.  
5)
The Park volunteers or staff shall not be assigned any responsibility for the security of vendor 
vehicles, equipment, or merchandise.

Page 18 of 52
Exhibit 3 – Development of the Complex 
Exhibit 3 – Development of the Complex, as stated herein, sets forth the guidelines for the planning, design, 
permitting, and construction of the Complex.  This Exhibit will be reviewed annually, no later than December 31 
of each year, as part of the AMP pursuant to the terms of the Agreement.
1.
Planning.
A.
The Complex shall be developed with the improvements and activities set forth in Exhibit 2 – 
Complex Activities and Parameters.
B.
The Concessionaire shall provide to MCPRD and the District conceptual site plans to identify 
specific Complex Elements and infrastructure requirements.  As defined, Complex Elements are 
those proposed elements identified in the ITN Response and Exhibit 2 – Complex Activities and 
Parameters that are supported by the County at the time of the execution of this Agreement, and 
any other facilities that may be agreed upon from time-to-time between the Parties and the District. 
1)
Conceptual site plans should be sufficiently detailed and include information on land use and 
construction (i.e., locations of public/non-public access, tracks, buildings, fences); and 
2)
If applicable, identify and provide to the MCPRD and the District  studies that outline the 
infrastructure needs for the Complex.   The studies shall include an analysis of infrastructure 
capacity and identification of all permitting and agreements needed to provide the required 
infrastructure.
C.
Within sixty (60) days prior to the onset of each Contract Year, the Concessionaire shall submit a 
detailed timeline of the Concessionaire’s proposed milestones of development of the Complex 
Elements for the upcoming Contract Year for the MCPRD and the District review and approval.  In 
addition to the timeline submittal: 
1)
Concessionaire shall meet with representatives of the MCPRD upon notice from the MCPRD 
and the District, but in no event on less than a semi-annual basis, to discuss the Concessionaire’s 
progress in achieving the Contract Year goals. Nothing contained herein shall be construed as 
prohibiting any meeting from occurring via telephone or another electronic forum, upon mutual 
agreement of the Parties, unless the circumstances necessitate in person meeting(s).
2)
Not fewer than five (5) business days prior to each such meeting, Concessionaire shall provide 
written reports to the MCPRD and the District that provide a progress update on each of 
Concessionaire’s development and identify compliance with the approved timeline.  
2.
Development.  
A.
The Concessionaire shall, at its sole cost and expense,  pay all costs and fees associated with the 
Complex design, plan preparation, development, and obtaining all permits from applicable 
jurisdictions.. 
B.
The Concessionaire shall design and develop the Complex, at its sole cost and expense, with the 
improvements set forth in Complex Elements.  
C.
The Concessionaire shall work to procure commodities, services, and facilities that protect and 
enhance the overall environment in a diligent, professional, and credible manner within reasonable 
fiscal constraints. Practices should include sustainable design features, water conservation practices, 
and recycling programs where applicable.
D.
Development or improvements may require the completion of the National Environmental Policy 
Act (“NEPA”) reviews, cultural resource compliance, or other permits before any improvements or 
construction activities commence.  The Concessionaire must plan its activities and provide the 
MCPRD and relevant permitting agencies sufficient time to review all drawings and proposals, 
prepare NEPA documentation, as well as prepare and review other documentation as required. Refer 
to Exhibit 4 - Resource Management for additional compliance parameters.
E.
Concessionaire shall develop, organize, facilitate, and implement a Public Outreach process to 
solicit input and perspective on the proposed project. Public Outreach is defined as  gathering public 
input, creating awareness and/or sharing information with the public. It may include public 
involvement activities, public relations or public information efforts. Public Outreach, and related 
costs are the responsibility of the Concessionaire.  Concessionaire shall share all publications and 
results of Public Outreach with the County.
F.
If requested by MCPRD, Concessionaire shall participate, as deemed appropriate by the MCPRD, 
in any effort to amend the Park Master Plan, including, without limitation, participation in Public 
Outreach, or public meetings.

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G.
The Concessionaire understands that the Complex is located within an impoundment area and is 
subject to flooding.  All proposed development and improvements must adhere to the Adobe Dam 
Impoundment Area Guidelines (“Guidelines”) as indicated in Exhibit 3 Development of the 
Complex - Appendix One Flood Impoundment Area Guideline and Restrictions.
H.
The Parties may partner to undertake future improvement projects within the Complex that are 
mutually beneficial.
I.
The Concessionaire agrees to schedule and conduct any improvements or construction activity on 
the Complex in a manner that minimizes hazards and inconvenience to the public.
J.
Proposed construction materials stockpiling and/or equipment staging areas are subject to the prior 
approval of the MCPRD and the District.  A plan that, at a minimum, specifies the quantity, type, 
and location of the materials/equipment to be stored/staged, the proposed safety and security for the 
staging area(s), and a storm water protection plan, shall be submitted for approval to the MCPRD 
and the District a minimum of sixty (60) calendar days in advance of the proposed activity.  
Stockpiling of material on the streets or in the public right-of-way is not allowed at any time.
2.
Existing Model Airplane Facility.  The Concessionaire shall be responsible for all costs, including but 
not limited to, all design, plans and all permits associated with the relocation and construction of the 
replacement Arizona Model Pilots Association (“AMPS”) facility within the Park.  If AMPS does not 
consent to the relocation, AMPS will remain in their existing location. 
A.
Upon AMPS consent for relocation within sixty (60) days of the request by Concessionaire, the 
replacement location and amenities for AMPS shall be approved by AMPS, MCRPD, the District, 
all other regulatory agencies having jurisdiction over the land, and AMPS’ operating restrictions 
(i.e. Federal Aviation Administration).
B.
The replacement AMPS facility construction shall be equivalent to, or an improvement of, the 
existing AMPS facility and shall include, but not be limited to, 1) demolition/removal of the existing 
facility and 2) facility access via new paved road, granite parking lot, new ramada(s), two new paved 
runways, and new wet and dry utility services.  
C.
The Concessionaire shall coordinate demolition, relocation and new construction with MCPRD, the 
District and AMPS so as not to significantly affect the scheduled activities for the existing AMPS 
facility.
D.
The Concessionaire will furnish to the MCPRD a full site survey in paper and GIS formats along 
with a legal description of the new AMPS facility within sixty (60) calendar days of completion of 
construction for the facility, at no cost to the County.
3.
Plan Approval. All development and improvement plans for new construction or improvements shall be 
submitted, in writing, to the MCPRD and the District, for their prior review and written approval at the 
conceptual level, thirty percent (30%), sixty percent (60%) and ninety percent (90%) stages with final 
stamped sets as required by the respective permitting agency.  Final stamped sets will include the budget, 
construction schedule, and anticipated dollar expenditures.  Any deviation from the final plans which is 
material or adds costs must be approved in writing by the MCPRD and the District. The Concessionaire 
may commence construction  after the MCPRD and the District have received approved plans and 
specifications from Concessionaire, the Concessionaire has secured the necessary permits, licenses, and 
all other approvals required for the construction of the Complex and upon MCPRD’s written notice to 
proceed.
4.
Infrastructure.  Required infrastructure improvements, which include, but are not limited to the 
following, shall be developed as necessary to serve the development and/or accommodate traffic to and 
from the Complex:   
A.
Roads. 
1)
The County-maintained existing road(s) to and within the Park are shown in black on Exhibit 
1 – Adobe Dam Regional Park.  The Concessionaire shall pay for all costs associated with the 
addition of new road(s) and/or modifications to the existing road(s) to and from the Complex, 
as dictated by traffic impact studies prepared, and standard engineering performed, by the 
Concessionaire.  
2)
The use and final design of any new road(s), and/or modifications to the existing road(s) to/from 
the Complex are subject to the approval of all agencies having authority over Park lands, the 
adjoining properties (as applicable), and rights-of-way.  
3)
The County shall use its best efforts to assist the Concessionaire with identifying acceptable 
and feasible Complex access corridors and facilitate discussions to memorialize land rights 
and/or agreements necessary to construct and maintain the required roads.  
4)
The Concessionaire shall pay for all costs associated with acquiring necessary land rights for 
the roads.

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B.
Water. The County expressly disclaims all warranties, whether express or implied, and makes no 
representations concerning the availability, quality, or sufficiency of any type of water for present or 
future use.
1)
Potable Water.  Water is currently extended into the Park and provided by City of Phoenix.  The 
Concessionaire, at its sole cost and expense, shall pay for all costs associated with delivering 
potable water to the new facilities within the Complex, to include the installation of meter(s) 
for water usage reporting for the Complex. Establishing a new account with the City of Phoenix 
for the potable water at the Complex is the responsibility of the Concessionaire.    
2)
Non-potable Water.  The Concessionaire, at its sole cost and expense, shall pay for all costs 
associated with obtaining an alternate source of non-potable water (if applicable), distribution 
of non-potable water to and within the Complex, incorporating the use of non-potable water for 
irrigation or non-potable water needs at the Complex, and tracking water usage (i.e., metering).  
a.
Non-potable water at the Park is a limited source of water per an annual allocation.  
According to the Arizona Department of Water Resources (“ADWR”), the Annual 
Allocation of non-potable water is limited to sixty-five (65) acre feet from January 1 
through December 31 of each year (“Annual Allocation”).  The County shall not be 
financially responsible for finding or providing water from other sources if the non-potable 
water is not available.  
b.
The Concessionaire shall provide an alternate source of water if the existing non-potable 
water is not available or not adequate to fulfill the needs of the Complex.  Concessionaire 
may drill a well on-site, at its sole cost and expense, so long as it complies with all 
applicable permitting and ADWR requirements.  Any well installed will be registered in 
the name of the County since the County has water use rights available for the Park.  The 
County will file any required annual ADWR reports associated with any new well(s) and 
Concessionaire will be responsible for the ADWR annual fee for water distribution.
3)
Water Management Plan.  The Concessionaire will develop a Water Management Plan (“Water 
Management Plan”) to accompany the Complex’s conceptual preliminary design details and 
describe management of the non-potable water supply system.  
4)
The Concessionaire shall provide to the MCPRD during the design phase of the Complex, a 
finalized Water Management Plan that forecasts daily, weekly, and monthly water demand use.  
The plan shall illustrate water usage that does not exceed the sixty-five (65) acre feet Annual 
Allocation.
C.
Wastewater System.  
1)
Concessionaire shall be responsible for all costs for wastewater disposal, to include all costs 
associated with the design, permitting, construction, purchase, and maintenance of the 
system(s) to be used in support of disposal of wastewater for the Complex, unless otherwise 
stated in this Agreement.  Regulated substances may not be disposed of in sewer or septic 
systems (See Exhibit 4 - Resource Management). 
2)
Wastewater will need to be disposed of through a septic system or use of chemical toilets 
depending upon the planning and permitting restrictions.   
D.
Electrical. 
1)
Concessionaire shall be responsible for providing, maintaining, and paying the fees for the 
delivery and use of electricity to and within the Complex to include all meters at no cost to the 
County unless otherwise stated in this Agreement.  
2)
Transferring the account or establishing a new account for the electrical service at the existing 
facility is also the responsibility of the Concessionaire.  
E.
Easements. The County and/or the District reserves the right to establish or modify access or utility 
easements through the Complex: 
1)
If the proposed new or modified easement is solely for the benefit of the County and/or the 
District, then the costs of design, permitting, construction, and maintenance of the easement 
and improvements located therein will be the responsibility of the County and/or the District.  
Reasonable notice will be provided to the Concessionaire of the location of the proposed 
easement(s) and improvements.  Construction will be coordinated with Concessionaire.  
2)
If Concessionaire requests relocation of any existing utilities or new utility installation and/or 
a new or modified access, Concessionaire shall submit the proposed location(s) of the 
easement(s) and improvement(s) to the MCPRD for the MCPRD, the County and the District 
review and approval prior to submission to the appropriate planning and permitting authorities. 
The Concessionaire shall be responsible for all costs associated with the aforementioned 
relocation/installation of utilities and/or access to include all fees, permits, and construction.

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F.
Impediments to Development.  The Parties recognize that the Concessionaire has not had the benefit 
of a contingency period under this Agreement which would enable it to confirm: (i) the ability to 
obtain all permits required to complete the improvements contemplated by this Agreement and this 
Exhibit 3 – Development of the Complex; (ii) that there are no obstacles to development such as 
unfavorable soil conditions, soil contamination, access limitations, and similar matters; and (iii) that 
there are no other unanticipated impediments to development such as neighborhood opposition or 
political opposition to any aspect of the proposed projects to be undertaken in the Complex, 
therefore, the Parties agree that the development of the Complex may be limited and that the 
elements and features of the Complex are subject to reasonable change by the Concessionaire to 
accommodate directives from regulatory agencies, changes in the marketplace, changes in federal 
or state statutes or policy, changes dictated by planning and permitting guidelines or restrictions, 
changes dictated by opposition to any proposed development, the inability to obtain utility services 
or materials to operate any proposed element of the Complex; and the need to remodel and renovate 
features.  If any of the aforementioned items impede the proposed development set forth in the ITN 
Response and the Agreement, then the Concessionaire shall immediately notify County and in the 
County’s sole discretion, either: (i) the Concessionaire shall immediately cease to use the portion of 
the land that cannot be developed and, within sixty (60) calendar days of Concessionaire’s 
notification to the County that the land cannot be developed as set forth in this Agreement, the 
Parties shall amend this Agreement to reflect the reduction in the size of the Complex and the revised 
Exhibits as required, the County will, in its sole discretion, make the decision(s) pertaining to 
whether development may deviate from the ITN Response and the Agreement, and such decision(s) 
cannot be appealed; or (ii) the County may, but is not required to, grant a reasonable extension of 
the construction completion year, not to exceed two (2) years; or (iii) the County may terminate the 
Agreement in accordance with Section 6 and Section 7 of this Agreement.  
G.
As-Built Plans. As-Built Plans shall be a final drawing produced at the completion of the Complex.
3)
As-Built Plans will be submitted to the permitting agencies upon completion of construction of 
the Complex or any future improvements.
4)
One (1) electronic copy of As-Built Plans and specifications shall be furnished to the MCPRD 
within sixty (60) calendar days of completion of construction of the Complex or future 
improvements.  The Concessionaire will be responsible for the costs incurred for additional 
plans as may be required.
F.
Legal Description.  The Concessionaire will furnish to the MCPRD a full site survey in paper and 
GIS formats along with a legal description of the Complex within sixty (60) calendar days of 
completion of construction for the Complex, at no cost to the County.

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Exhibit 3 - Development of the Complex - Appendix One
Flood Impoundment Area Guideline and Restrictions

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Exhibit 4 - Resource Management
Exhibit 4 - Resource Management as stated herein, provides the resource management and environmental 
compliance parameters.  This Exhibit will be reviewed annually, no later than December 31 of each year, as part 
of the AMP pursuant to the terms of the Agreement.  
The Concessionaire is responsible for ensuring that adequate resource management and environmental practices 
are adhered to as set forth herein.  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.  
1.
Environmental.
A.
Environmental Review.  The Concessionaire, at the Concessionaire’s sole expense, shall be 
responsible for the completion of all applicable environmental studies or assessments, and obtaining 
all applicable permits, licenses as well as conducting any type of environmental mitigation that may 
be required within the Complex.   For reference, the Environmental Assessments for the Park are 
listed on Exhibit 4 Resource Management – Appendix One. 
B.
Air Quality.  The Concessionaire, at the Concessionaire’s sole expense, shall be responsible for 
obtaining all air quality permits, and/or licenses to ensure compliance with the Maricopa County air 
and dust control, water, and waste control regulations, as well as any other applicable federal, state, 
and local statutes, regulations, and ordinances as they pertain to environmental protection.
C.
Hazardous and Regulated Materials.
1)
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 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.
2)
Management and proper disposal of all hazardous material is the responsibility of the 
Concessionaire.  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 
regulated materials.  The Concessionaire must keep appropriate and required documentation 
relating to the management and disposal of all regulated materials.
3)
If the Concessionaire’s activities result in a release of any regulated substances or any adverse 
environmental impacts, the Concessionaire shall be solely responsible for any and all resulting 
site assessment(s), studies, remediation, and clean-up costs required to restore the property to 
as close to its original condition as possible.
D.
Regulated Use.
1)
The Concessionaire will provide to the County upon the start of any construction activities, and 
within ninety (90) calendar days of the Opening Date, a complete list identifying all regulated 
substances including, but not limited to, hazardous material or petroleum products to be stored 
at the Complex.  Changes from the initial list shall be provided by the Concessionaire to the 
County, in writing, as they occur.  The Concessionaire shall keep safety data sheets on site for 
all regulated substances as required by law.
2)
The Concessionaire shall prepare and implement any necessary remediation action plan in 
accordance with all applicable federal, state, county, local and city statutes, laws, ordinances, 
rules, and regulations in the event Concessionaire causes any contamination of the Complex or 
the Park.
3)
The Concessionaire shall provide, within twenty-four (24) hours of its knowledge, verbal 
notification to the County, in accordance with Section 16 of this Agreement, information on 
any event or occurrence at the Complex which may or does result in pollution or contamination 
affecting lands, water or facilities owned or managed by the County or adjacent properties.
E.
Compliance.
1)
If Concessionaire’s activities result in adverse environmental impacts whether known or 
unknown, Concessionaire will be fully accountable for any resulting site assessment and 
cleanup cost required to restore the Premises. Concessionaire shall protect, defend, indemnify 
and hold harmless County from and against all liabilities, costs, charges and expenses, including

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civil or criminal penalties, attorneys’ 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; 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 Concessionaire. 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 and shall be governed by the laws of the State of Arizona, if applicable.  
Concessionaire accepts sole responsibility and liability for all wastes produced by its operation, 
activities and occupation of the premises 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.
2)
Concessionaire agrees it shall be solely responsible for and assumes all responsibility for the 
actions of Concessionaire, its agents, employees and contractors in generating, storing, 
releasing, placing or allowing to remain on the property any hazardous substances, hazardous 
wastes, or toxic substances, as those terms as defined and regulated under CERCLA, 42 U.S.C. 
9601 et seq., RCRA, 42 U.S.C. 6901 et seq., or TSCA, 15 U.S.C. 2601 et seq.  Concessionaire 
further 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.
2.
Pest / Weed Control and Animal Salvage.
A.
The Concessionaire, at the Concessionaire’s sole expense, shall be responsible for managing vermin 
and other pests, including weeds, on all lands and facilities within the Complex.  In the event of 
visible evidence of pest(s) infestation, Concessionaire will treat such infestation and restore the area 
to as close to its original condition as possible.  The Concessionaire will provide to the MCPRD, 
upon the start of any construction activities, and within thirty (30) calendar days of the Opening 
Date, an Integrated Pest Management Plan, defined as a plan that details a safe and environmentally 
sensitive control or eradication of potential pests at the Complex for the MCPRD and the District 
approval.  At a minimum, the Integrated Pest Management Plan needs to include the product name, 
Material Safety Data Sheet, (MSDS) and applied solution ratio.  The Integrated Pest Management 
Plan will be evaluated annually by the MCPRD.  
B.
The Concessionaire, at the Concessionaire’s sole expense, shall be responsible for complying with 
all training (federal, state, county, and local), operational, and licensing requirements pertinent to 
and required for the application of pesticides in Arizona.  The applicator shall hold all necessary 
licenses and registrations required for the lawful application of pesticides, herbicide, fungicide, 
fertilizer, and similar chemicals/substances.  The Concessionaire shall keep MSDS on site for those 
materials and products set forth above as required by law.
C.
The Concessionaire, at the Concessionaire’s sole expense, shall be responsible for securing all 
permits and plans for the protection and/or relocation of endangered, threatened, or protected species 
of wildlife in any area(s) of land disturbance (including potholing associated with construction or 
operation of the Complex) per State/Federal guidelines.  Two resources that may assist 
Concessionaire with their research to determine required permits are i) Environmental Review from 
Arizona Game and Fish https://azhgis2.esri.com/ and ii) the US Fish & Wildlife Services 
http://ecos.sws.gov/ipac/.
3.
Historic and Archeological Resources.  The County has no knowledge of the presence of any artifacts, 
antiquities, human remains, or other items of archeological, scientific, or cultural interest, which would 
impede the development of the Complex.  However, the Concessionaire shall take all reasonable and 
necessary precautions to protect and preserve any and all antiquities or other objects of archeological, 
paleontological, cultural, historical, or scientific interest that it finds on County lands within the 
Complex.  These objects 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:
A.
Immediately suspend all work involving the area in question, make a reasonable effort to protect 
and stabilize such discovery and provide a verbal notification to the MCPRD’s Contract 
Administrator, in accordance with Section 16 of this Agreement  of such discovery.

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B.
Forward a written report of their findings to the MCPRD’s Contract Administrator in accordance 
with Section 15 of this Agreement, and not resume work until written authorized to proceed is issued 
by the County.
C.
At its sole cost and expense, have the area inspected to determine its historical significance and 
required next action (e.g., salvage, test excavations, and resumption of construction).  If the property 
has been determined to be a site of archeological significance, the removal of the artifacts will be 
the responsibility of the County.  All objects salvaged from public lands are the property of the 
United States Government and will be turned over to the County for disposition.

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Exhibit 4 Resource Management Appendix One
Environment Assessments for the Adobe Mountain Dam Recreation Area

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Exhibit 5 – Preventative Maintenance and Capital Improvements
Exhibit 5 – Preventative Maintenance and Capital Improvements as stated herein, provides the preventative 
maintenance and capital improvement parameters for the Complex.  This Exhibit will be reviewed annually, no 
later than December 31 of each year, as part of the AMP pursuant to the terms of the Agreement. 
The Concessionaire shall perform Complex preventative maintenance and capital improvements as stated in the 
Agreement and as identified in Exhibit - 5 Preventative Maintenance and Capital Improvements Appendix 
One, attached hereto and made a part hereof, diligently, and professionally satisfactory to the County in 
compliance with all applicable statutes, laws, ordinances, rules, and regulations.  
1.
Preventative Maintenance and Repairs.  Concessionaire shall be responsible for the preventative 
maintenance and repairs of all infrastructure, roadways, structures, wet utilities, dry utilities, equipment, 
and facilities/amenities within, or associated with/within the Complex. By definition, “Preventative 
Maintenance” means those activities that are completed to maintain an area, facility, or piece of 
equipment in a safe, properly functioning condition that complies with commercial operating standards 
for that specific amenity and/or equipment as applicable.  Preventative Maintenance, as used in this 
Section, does not refer to those activities defined below in this Section 2.  
A.
The Concessionaire is responsible for all Preventative Maintenance costs and can expend money  
from the Maintenance Account as designated for maintenance and repair of existing facilities, 
structures and other improvements as defined in Exhibit 8 - Accounting and Fees.
B.
The Concessionaire, within thirty (30) calendar days of the Opening Date of the Complex, shall 
develop and submit to the MCPRD a Preventative Maintenance Plan (“PMP”) incorporating the 
Concessionaire’s PMP responsibilities, as referenced in Section 1 above, pertaining to the Complex.  
2.
Capital Improvements Projects. Capital Improvement Projects (“CIP”) are defined as new construction 
or major repair and/or replacement of building components, which substantially extend the useful life of 
the existing facilities. Concessionaire shall be responsible for all CIP costs and shall maintain the 
Complex in a commercially reasonable manner to prevent disrepair within, or associated with, the 
Complex.   
A.
Beginning with Contract Year two (2) and within ninety (90) calendar days after the end of each 
Contract Year thereafter, the Concessionaire shall provide to the County, for its review, an Annual 
Capital Improvement Project Plan (“ACIPP”) for the ensuing year.  The ACIPP shall include a 
budget that details any planned expenditures from the CIP Fund, as defined in Exhibit 8 – 
Accounting and Fees. 
B.
In the event the County and the Concessionaire disagree on the proposed CIP expenditures for any 
Contract Year, then the determination of Concessionaire shall control so long as it is consistent with 
the provisions of this Section 2.

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Exhibit 6 - Marketing and Media
Exhibit 6 - Marketing and Media, as stated herein, provides the marketing and media parameters for the 
Complex.  This Exhibit will be reviewed annually, no later than December 31 of each year, as part of the AMP 
pursuant to the terms of the Agreement.  
The Concessionaire is responsible for ensuring that all Complex media, advertising materials, and marketing are 
family oriented and are reviewed and/or approved by the MCPRD as noted herein.
1.
Press Releases and Media Distribution.  The Concessionaire will provide the MCPRD’s Contract 
Administrator, via email, a courtesy copy of all media releases.
2.
Marketing & Advertising.
A.
Advertisements, signs, circulars, brochures, letterheads and other media or materials shall not 
misrepresent in any way the accommodations or services provided. 
B.
All printed advertising shall include a statement to the effect that the Complex is being operated as 
“A Concessionaire of Maricopa County at Adobe Dam Regional Park.”  
C.
The Concessionaire is authorized to accept family-oriented advertising from other Park 
concessionaires and vendors not located  at the Park (Outside Vendors) that desire to advertise their 
respective businesses to visitors of the Complex.  
D.
The Concessionaire is authorized to charge a fee for advertising requested by Outside Vendors.  
3.
Signage.  Concessionaire, at its sole cost and expense, may provide signs or other advertising to be posted 
on the County land outside the Complex, subject to the MCPRD, the County, the District, and any other 
applicable administrative agency approvals and permits as to location, design, size, color, and content, 
prior to construction or use thereof.

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Exhibit 7 - Administrative Functions
Exhibit 7 - Administrative Functions as stated herein, provides the procedures for the daily administration of 
the Complex.  This Exhibit will be reviewed annually, no later than December 31 of each year, as part of the AMP 
pursuant to the terms of the Agreement.  
The Concessionaire shall provide administrative functions as stated herein and in the Agreement in a diligent, 
professional, and credible manner satisfactory to the County in compliance with all applicable statutes, laws, 
ordinances, rules, and regulations.  
1.
The Concessionaire shall pay, at its sole cost and expense, for all costs associated with employment and 
management of all Concessionaire’s personnel, including volunteers for the operation of the Complex. 
The Concessionaire is fully responsible for the proper supervision of all its employees, volunteers, 
contractors, subcontractors, vendors, and all patrons using the Complex.
2.
Schedules.
A.
Operating Schedule.  Within sixty (60) calendar days of the Opening Date and by January 2nd of 
each calendar year thereafter, the Concessionaire shall submit to the MCPRD for review and 
comment, and as part of the AMP, an annual operating schedule showing the intended hours and 
days of operation. The Concessionaire may modify the annual operating schedule, based on its 
prudent business judgment; however, Concessionaire shall provide the MCPRD notice, in writing, 
of such changes thirty (30) calendar days prior to becoming effective or as soon as reasonably 
practicable.  Hours of operation may be adjusted by Concessionaire or the County; however, no 
event will begin before 6:00 a.m. or proceed past posted Park closing hours without written 
authorization from the MCPRD.
B.
Rate Schedules.  Within sixty (60) calendar days of the Opening Date and by January 2nd of each 
calendar year thereafter, the Concessionaire will submit to the MCPRD, for review and comment 
and as part of the AMP, a general price list for goods and services that will be charged to the public. 
Concessionaire may modify the rates and prices based on it prudent business judgment; however, 
the Concessionaire shall provide the MCPRD notice, in writing, of such change within thirty (30) 
calendar days prior to becoming effective or as soon as reasonably practicable.  The Concessionaire 
will post, and at all times keep on public display, the prices, rates, and charges for all goods and 
services, as well as the acceptable forms of payment.
3.
Complex Annual Evaluation.  An annual evaluation (see Exhibit 7 – Administrative Functions 
Appendix One - Complex Annual Visual Evaluation Template, attached hereto and made a part 
hereof) by the MCPRD’s Contract Administrator in cooperation with appropriate County staff (e.g., 
County Facility Management Department (“FMD”)) will be made of the physical appearance, quality of 
operation, and general maintenance of the Concessionaire’s operation within the Complex and of 
compliance with all terms of this Agreement to determine if there are areas of deficiency to be addressed 
and corrected.
A.
As an integral part of the evaluation process, and as a demonstration of the Concessionaire’s 
commitment to public safety and its long-term investment and interests, the Concessionaire shall 
obtain annual inspections, done by a third-party inspector, of the Complex (e.g., building structures, 
roofing, foundations, electrical and fire systems) and shall provide to MCPRD a copy of said 
inspections, at no cost to the County.
B.
The Concessionaire shall fully cooperate with the County in this evaluation process, and any 
deficiency determination shall be at the sole discretion of the County.  The County will afford 
Concessionaire thirty (30) calendar days to respond to such evaluation and provide a timeline, not 
to exceed ninety (90) calendar days from the date of the evaluation, or more upon mutual agreement 
of the Parties, to correct any deficiencies.  Failure to correct deficiencies identified by the County 
shall be considered an event of default that is curable in accordance with the provisions set forth in 
Section 7 of this Agreement.  
C.
The County shall administer this Agreement diligently and professionally.  The Concessionaire may 
also evaluate the County, on an annual basis, as to compliance with all terms of this Agreement to 
determine if there are areas of deficiency to be addressed and corrected.  The County shall fully 
cooperate with the Concessionaire in this evaluation process.

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Exhibit 7 - Administrative Functions
Appendix One – Complex Annual Visual Evaluation 
Please refer to Complex Annual Third-Party Inspection for Specific Conditions of the Complex
Template
Name of Complex:
_____ Complex
Location: 
Adobe Dam Regional Park
Date of Evaluation: 
Name of Concessionaire: 
Global Sports Facilities – Adobe, LLC
Concessionaire’s Representative Present: 
Description
Acceptable
Needs 
Attention Comments
A.
Buildings and Public Area Conditions:
1
Roadway / Entrance
2
Ramada
3
Portable Restrooms
4
Bleachers
5
Public parking areas
6
Weed /Rodent Control
7
Litter and trash control
8
Signage
9
Other:
B.
Complex Specific:
1
Appearance/maintenance of runway
2
Complex lighting
3
Fencing/barriers
4
Benches/Tables
5
Fire extinguishers readily available
6
Floatable items contained
7
Other:
C.
Maintenance and Repair Facility Observations
1
Dust control measures evident and effective:
2
Debris stockpiles / containment thereof
3
Equipment Buildings / Storage Areas conditions:
4
Storm prevention
5
SDS “Right-To-Know” Station in Place; SDS sheets posted
6
Regulated substances containment / Hazmat placards / Spill 
Prevention Plan
7
Other:
D.
Customer Service
1
Examples of customer comments about service, pricing, 
policies, and quality 
2
Example of a complaint that was received and how it was 
resolved
F.
Compliance:
1
Is the Concessionaire compliant with A.R.S. §41-4401
2
Annual third-party inspections (building, roofing, foundations, 
electrical & fire) copies provided
Confirmation:
Signature of Person Conducting Evaluation MCPRD              Date
Signature of Person Conducting Evaluation County FMD       Date
Signature of Person Conducting Evaluation DISTRICT          Date

Page 39 of 52
Exhibit 8 – Accounting and Fees
Exhibit 8 - Accounting and Fees as stated herein, provides administrative procedures for payments of annual 
and minimum fees, payment of utilities, as well as provides procedures for the establishment of a Maintenance 
Account  (defined below in Section 4) and a Capital Improvement Fund (defined below in Section 5) for the 
Complex.  This Exhibit will be reviewed annually, no later than December 31 of each year, as part of the AMP 
pursuant to the terms of the Agreement.  
The Concessionaire shall maintain an accounting system and pay all fees as stated herein and in the Agreement 
in a timely manner and in compliance with all applicable statutes, laws, ordinances, rules, and regulations.  
1.
Complex Use Fees.  Complex use fees are fees paid by the Concessionaire to the County for the use of 
the Complex. The Concessionaire is responsible for the management and collection of all Complex use 
fees.  
2.
Accounting Records.
A.
GAAP.  The Concessionaire will maintain an accounting system which conforms to the Generally 
Accepted Accounting Principles (“GAAP”), and which accurately reflects an accounting of the 
Concessionaire’s entire operation of the Complex.  These financial records will be retained for at 
least a seven  (7) year period from each current Contract Year.  These financial records will also be 
made available for an annual inspection or audit by the County, federal, or state government, their 
agents, or employees.
B.
Annual Financial Report.  Within ninety (90) calendar days of the end of each calendar year, the 
Concessionaire, at its own expense, will prepare and submit to the County an Annual Financial 
Report (“AFR”) stating the income and expenses, including a balance sheet, of the entire operation 
within the Complex for the calendar year just completed.  The AFR shall be audited by a Certified 
Public Accountant prior to submittal.  The AFR shall include a statement that the amounts shown 
in the financial report are consistent with those included by the Concessionaire’s federal and state 
income tax returns relating to the Concessionaire’s operation of the Complex.  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 
fiscal activity, the Concessionaire will, within twenty (20) calendar days of the auditor’s report, 
make payment to the County for any amounts not adequately supported and documented. 
C.
Audit.  The County has the right to audit payment records (payment records are defined as monthly 
revenue reports, AFR, and any other payments made to the County during the respective Contract 
Year) for timeliness and accuracy.  Any fees determined to be due the County will be invoiced to 
the Concessionaire with payment due within twenty (20) calendar days of invoice.  Overpayment to 
the County will be credited to the Concessionaire during the next billing period or fee payment 
period with an invoice acknowledging overpayment. 
3.
Fees and Statements.
A.
Annual Minimum Fee.  During the Term and Renewal Term of this Agreement, the Concessionaire 
will pay the County an Annual Minimum Fee due to the 15th of the month following the Effective 
Date representing Contract Year one (1) and on January 1st of each subsequent Contract Year, in 
accordance with the Fee Payment Schedule (see Agreement Section 5(C)).  In the alternative, for 
the subsequent Contract Years, the Annual Minimum Fee may be paid in twelve (12) monthly 
installments or quarterly, with a due date on the 15th of each current month (e.g., June Minimum 
Fee due date is June 15). The County shall invoice for the Annual Minimum Fee.  
B.
Additional Minimum Fee.  If applicable, the monthly Income and Attendance Statements (identified 
below in this Section C) will be used to calculate Additional Minimum Fee due the County based 
upon a percentage of the Adjusted Gross Revenue in accordance with the Fee Payment Schedule 
(see Agreement Section 5(C)). Due date is February 1st of each year for the preceding Contract 
Year’s Additional Minimum Fee calculations.  The County shall invoice for the Additional 
Minimum Fee.
C.
Monthly Income and Attendance Statement.  A sample monthly Income and Attendance statement 
(see Exhibit 8 – Accounting and Fees Appendix One Monthly Income and Attendance 
Statement (Income and Attendance Statement) attached hereto and made a part hereof) shall be 
prepared by the Concessionaire and emailed to the MCPRD’s Contract Administrator within fifteen 
(15) calendar days from month end as directed in this Section 3(E) below, e.g., June 30th month-
end; the due date is July 15th.  
1)
Gross Revenue.  Includes, but is not limited to, the following:

Page 40 of 52
a.
Complex revenues, admission fees, race entry fees, vendor fees, and Special Events (as 
defined in Exhibit 2 – Complex Activities and Parameters).
b.
Rental fees from any type of rental amenity.
c.
Membership fees and/or dues.
d.
Fees collected for services not listed above, e.g., internet/WiFi services.
e.
Sub-tenant, independent contractors, and sub-concessions Gross Revenue sales shall be 
included as part of Concessionaire’s Gross Revenue.
f.
Merchandise, equipment, food, and beverage concession sales.
g.
Fees charged for programs, lessons and instructions provided by Concessionaire’s staff or 
monthly fee charged to sublicensees, or instructors functioning as independent contractors 
at the Complex.
h.
Promotional or advertising income received by or paid to Concessionaire in exchange for 
displays, promotions, advertising, or other business transacted at the Complex.
2)
Adjusted Gross Revenue Authorized Deductions:
a.
The amount of any tax imposed upon the Concessionaire or upon the customer, 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.
b.
The cost of holding Special Events that are in addition to regular operating costs.
c.
Sales from the MCPRD merchandise available on consignment through the 
Concessionaire.
d.
Any part of the sales price of any goods previously sold and returned by the purchaser to 
the Concessionaire which is refunded by the Concessionaire by way of cash or credit 
allowances. 
e.
The value of any merchandise, supplies or equipment exchanged or transferred from or to 
other business locations of the Concessionaire.
f.
Debt service on Bond Financing.
g.
Direct cost of food, non-alcoholic beverages, and trophies.
h.
Direct cost of producing advertising materials for billboards, flyers, banners for vendor 
advertising.  At no time should these costs exceed 50% of income generated.
i.
Receipts in the form of refunds from, or the value of, merchandise, supplies, or equipment 
returned to shippers, suppliers, or manufacturers.
j.
Receipts from the sale or the trade-in of any furniture, trade fixtures, or equipment used on 
the Complex and owned by the Concessionaire.
k.
The amount of any cash or quantity discounts received from sellers, suppliers, or 
manufacturers.
l.
The amounts of any discounts given to the Concessionaire’s employees.
m. The amount of CIPF set aside from the previous Contract Year (see this Section 4 below).
n.
Credit card charges payable to credit card issuers.
D.
Other Fees. Invoices generated by the County for utilities or other fees are due no later than twenty 
(20) calendar days after the date of the invoice (“Due Date”).
1)
Electrical Fees.  The County shall invoice the Concessionaire monthly for electrical costs 
consumed for delivery of the County’s non-potable water through the existing well and piping 
system to a point of connection for the Complex.
2)
Water Fees.
a.
The County shall invoice the Concessionaire monthly for the non-potable water consumed.  
The rate applied to the monthly County invoice sent to the Concessionaire for the amount 
of well/groundwater used during the billing period will be the annual rate set by the Central 
Arizona Project (“CAP”).  The CAP rate is subject to change annually by CAP. The County 
will notify Concessionaire upon notification from CAP’s annual rate changes. 
b.
Both Parties agree that neither have control over the subsequent CAP rate increases.  The 
County agrees that if the CAP rates  increase by ten percent (10%) or more over the 
previous calendar year, the County and Concessionaire will conduct a review of the impact 
of the rate increase on operations to determine if there is a need to offset such increased 
costs and, if so, the method to do so. This review process, if required, will be completed 
prior to ninety (90) calendar days of the start of the new calendar year in which the rate 
increase occurred. 
c.
The County shall be responsible for submission of all annual use reports as required by the 
ADWR for the withdrawal of the Annual Allocation.  The County shall invoice the

Page 41 of 52
Concessionaire annually for the ADWR fees, based on ADWR published fee schedule and 
the metered use of non-potable water during the calendar year. Concessionaire will not use 
more than the Annual Allocation, however if an error were to occur and Concessionaire 
consumption exceeds the Annual Allocation, Concessionaire will be responsible for 
ADWR charges, penalties and any additional fees for use beyond the Annual Allocation.  
E.
All reports, fees, and payments due the County will be sent to:
Reports: 
Email: emily.miller@maricopa.gov
Fees/Payments, if by credit card: 
Phone 602-506-9500
Reports/Fees/Payments, if by mail:
Maricopa County Parks and Recreation Department
c/o Finance Department
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
F.
Credit Card Processing Fee.  Any Concessionaire payments made by credit card shall incur  the 
same credit card processing fee that are charged to the County by the financial institutions. A notice 
of the amount of the processing fee will be on the invoice as well as on Concessionaire’s receipt.
G.
Late Payment Fee.  A late payment fee of ten percent (10%) for every thirty (30) days after the Due 
Date.  Late fees will be due not later than twenty (20) days after the date of the late payment fee 
invoice from the County.  
4.
Maintenance Account. The Concessionaire agrees to set up a maintenance account (“Maintenance 
Account”) with a minimum fund balance of one hundred thousand dollars ($100,000) upon issuance of 
the final Certificate of Occupancy and  deposit funds at any time it is necessary to maintain such balance.  
The funds deposited into this account shall be used to maintain the Complex in a commercially 
reasonable manner and keep the Complex in good repair in accordance with the PMP (see Exhibit 5 –
Preventative Maintenance and Capital Improvements).  
A.
The Concessionaire will maintain control of the Maintenance Account; however, the County retains 
the option to audit the Maintenance Account deposits and expenditures.  
B.
The County will review the Maintenance Account annually, no later than December 31 of each year, 
as part of the AMP pursuant to the terms of the Agreement.  
C.
The funds in the Maintenance Account shall be transferred to the County in the event that the 
Concessionaire defaults or upon the termination of this Agreement.
5.
Capital Improvement Project Fund (“CIPF”).  Beginning ninety (90) calendar days after conclusion of 
first full year of operation after the Opening Date of the Complex, Concessionaire agrees to set up a 
CIPF account in the amount of one million dollars ($1,000,000) for capital improvements and/or major 
maintenance and repair of existing facilities, structures, and other improvements to substantially extend 
the useful life of the Complex. (See Exhibit 5 - Preventative Maintenance and Capital 
Improvements).
A.
Beginning ninety (90) calendar days after conclusion of second full year of operation after the 
Opening Date of the Complex, the Concessionaire shall deposit annually two and one-half percent 
(2.5%) of the annual Adjusted Gross Revenue of the prior Contract Year into the CIPF for CIPs for 
each upcoming calendar year.  In addition, if the CIPF  falls below one million dollars ($1,000,000) 
at any time, within thirty (30) days of such shortfall  Concessionaire shall deposit an amount into 
the CIPF to bring the balance back up to one million dollars ($1,000,000).
B.
The Concessionaire may direct the investment of the CIPF until needed for CIPs.    
C.
The funds in the CIPF shall be transferred to the County in the event that the Concessionaire defaults 
or upon the termination of this Agreement.

Page 42 of 52
Exhibit  8 – Accounting and Fees
Appendix One – Sample Monthly Income and Attendance Statement
Venue No.
Venue Description (SAMPLE)
Gross Revenue
Month 
Attendance
1
Existing Victory Lane Sport Park
 
 
2
General Admission / Main Gate
 
 
4
Soccer
 
 
5
Softball
 
 
6
Baseball
 
 
7
Youth Baseball / Girls Softball
 
 
8
Volleyball (Outdoor Sand Courts)
 
 
9
Arcade & Entertainment Center
 
 
10
Pro Shop / Sporting Goods Shop
 
 
11
Day Care Center
 
 
12
Videotaping & Sales
 
 
14
Retail, Specialty Kiosks & Other POS
 
 
 
Food Service, Beverage & Concessions
 
 
• Soccer Stadium & Fields Concessions
 
 
• Fieldhouse Restaurant, Bar & Grille & Special Events
 
 
• Fieldhouse Concessions
 
 
• Softball Stadium & Fields Concessions
 
 
• Baseball Stadium & Fields Concessions
 
 
• Youth Baseball & Girls Softball Fields Concessions
 
 
• Volleyball Beach Stadium & Courts Area Concessions
 
 
• Team Sports Building Concessions
 
 
• Health & Fitness Concessions & Specialties
 
 
15
Advertising & Branding
 
 
16
Indoor Basketball
 
 
17
Indoor Volleyball
 
 
18
Indoor Stadium Court - Special Uses & Events
 
 
19
Health & Wellness
 
 
20
Physical Therapy
 
 
21
General Fitness
 
 
22
Cross-Fit, Aerobics & Studio Training
 
 
23
Performance Training & Strengthening
 
 
Total
Grand Total - All Venues
 
 
Adjustments Allowed Per Exhibit 8 - Accounting and Fees Section 3.C.2.
 
AUTHORIZED DEDUCTIBLE EXPENSES (SAMPLE)
Amount
 
Taxes
 
 
MCPRD Merchandise
 
 
Product Returns
 
 
Merchandise Exchange/Transfers
 
 
Refunds from Manufacturers
 
 
Trade in Fixtures/Equipment
 
 
Cash/Quantity Discounts
 
 
Employee Discounts
 
 
CIP Fund
 
 
Credit Card Processing Charges
 
 
Total Authorized Deductible Expenses:
 
 
 
 
 
Total Adjusted Gross Revenue

Page 43 of 52
Exhibit 9 - Safety
Exhibit 9 - Safety as stated herein, provides the safety parameters for the Complex.  This Exhibit will be reviewed 
annually, no later than December 31 of each year, as part of the AMP pursuant to the terms of the Agreement.  
The Concessionaire is responsible for ensuring that adequate safety measures and personnel are on-site at all times 
during Complex operating hours.  All activities and events conducted by the Concessionaire will be conducted in 
conformance with all relevant industry standards and in compliance with all applicable federal, state, and local 
statutes, regulations, and ordinances relating to safety.
1.
Security.  The Concessionaire, at its sole cost and expense, shall provide security measures to protect the 
Complex, its employees and/or contractors, and the public. 
2.
Safety Program.
A.
The Concessionaire shall develop and implement a written safety program thirty (30) calendar days 
prior to the scheduled Opening Date and provide a copy of the program to the MCPRD. All activities 
and events conducted by the Concessionaire shall be conducted in conformance with all relevant 
industry standards for safety and in compliance with all applicable federal, state, local safety, 
occupational health regulations, statutes, laws, and ordinances.
B.
The safety program shall 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. Changes or amendments to the safety program will 
be submitted to the MCPRD as they occur. 
3.
Suspend Operations. The County will 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.  Such suspension shall remain in effect until the risk or threat has been resolved 
to the reasonable satisfaction of the County.  Such suspension will be without liability to the County for 
any Concessionaire losses, including, but not limited to, lost income, wages, or other compensation, 
which may be claimed by the Concessionaire.
4.
Reporting. The Concessionaire shall immediately report to the County any event which results in death, 
serious injury, or medical transport.  Reports shall be submitted to the Contractor Administrator, Park 
Supervisor, and the Regional Superintendent as per the MCPRD organizational flow chart set forth in 
Exhibit 10 - MCPRD Organizational Chart.
5.
Park Access and Closure.
A.
The Concessionaire reserves the right to deny any person’s use of portions of the Complex when it 
reasonably believes that such use poses a direct threat to the health or safety of others or the 
Complex.
B.
The Concessionaire may restrict public access within the Complex during hours of operation and 
non-operation for reasons of security or health and safety.  
C.
The County also reserves the right to close any area of the Park, including the area in which the 
Complex is located, when deemed necessary for public safety and health purposes without any 
liability to the County for any Concessionaire losses, including, but not limited to, lost income, 
wages or other compensation which may be claimed by the Concessionaire. Prior to taking such 
action, the MCPRD will attempt to coordinate said actions with the Concessionaire to minimize 
adverse impact to the Complex operation.  
D.
The County may establish limits of visitation at any portion of the Complex, based on public health 
and safety, or any other reason deemed by the County to be in the public interest (defined below), 
in the judgment of the County, without any liability to the County for any Concessionaire losses, 
including, but not limited to, lost income, wages or other compensation which may be claimed by 
the Concessionaire.  By definition, “public interest” means, among other things, any action taken 
by the County necessary to ensure public safety and health as well as safety of Park property, curb 
civil unrest, for fire prevention, for flood prevention/clean-up or for other natural events which could 
adversely impact the Park or users thereof.  Prior to taking such action, the MCPRD will attempt to 
coordinate said actions with the Concessionaire to minimize adverse impact to the Complex 
operation.  
6.
Emergency Evacuation Plan (“EEP”). The purpose of an EEP is to provide emergency evacuation 
guidelines in the event emergency evacuations are necessary.  The MCRPD’s Contract Administrator 
will provide the Concessionaire an EEP template for their use as soon as possible after the Effective Date 
of this Agreement.

Page 44 of 52
A.
The Concessionaire shall, upon the Effective Date, provide the MCPRD’s Contract Administrator 
with the name and phone numbers of a primary and secondary point-of-contact to be notified in 
event of an evacuation.  
B.
The Concessionaire shall provide two (2) EEPs to the MCPRD’s Contract Administrator within 
sixty (60) calendar days after the Effective Date.  The requirements for the submittals are set forth 
below:
1)
The EEP(s) shall pertain only to Adobe Dam Regional Park in its entirety and shall be specific 
to the Concessionaire.
2)
The first EEP shall describe emergency evacuation procedures from the date that Complex 
construction starts through the issuance of the final Certificate of Occupancy.  The EEP for this 
timeframe shall, at a minimum, set forth evacuation procedures and accessible routes for all 
personnel on site during construction as well as a procedure for notifying personnel of a change 
in the evacuation plan/route due to construction materials or equipment staging.
3)
The second EEP shall describe the emergency evacuation procedures for the Complex that will 
become effective on the Opening Date of the Complex, or portions thereof, are first open to the 
public.  The EEP shall, at a minimum, set forth evacuation procedures and routes for all persons 
on site during normal daily operations.
C.
Each EEP requires the approval of the County.  The MCPRD will coordinate the County approval 
of the EEP.
D.
The Concessionaire shall train all contractors, vendors, employees, and volunteers of the Complex 
regarding the details of the EEP within fourteen (14) calendar days of their first day of employment, 
volunteering or working at the Complex.
E.
The Concessionaire shall update the point-of-contact list as changes occur and shall provide a copy 
of the list within seven (7) calendar days of contact change to the MCPRD’s Contract 
Administrator.
F.
An amended EEP may be required for Special Event functions or Special Event SUP’s (see Exhibit 
2 – Complex Activities and Parameters).

Page 45 of 52
Exhibit 10 - MCPRD Organizational Chart
Organizational Flow Chart
Director
R.J. Cardin
602-506-9506
rj.cardin@maricopa.gov 
Contract Administration
Emily Miller
Contract Administrator
602-506-9511
emily.miller@maricopa.gov
Operations and Facility Management
Jennifer Waller
Operations Manager
602-506-9502
jennifer.waller@maricopa.gov 
Jennifer Johnston
Eastside Regional Superintendent
480-921-7625
jennifer.johnston@maricopa.gov
Adobe Mountain Regional Park
Darci Kinsman
Park Supervisor
602-506-2930 ext. 8
darci.kinsman@maricopa.gov

Page 46 of 52
Exhibit 11 – Park Rules
MARICOPA COUNTY PARKS AND RECREATION
PARK RULES
Adopted August 13, 2003 by the Maricopa County Board of Supervisors
Revised January 13, 2016 by the Maricopa County Board of Supervisors
R-101 DEFINITIONS 
The following definitions shall determine meanings for certain facilities, objects, entities or activities. 
1. “Abandoned Vehicle” means any vehicle, boat, trailer, or structure, which shows evidence of being left unattended for a period of 48 
hours unless displaying an official permit indicating a stay in excess of 48 hours. 
2. “Aircraft” means a structure or device for navigation of the air that is supported either by its own buoyancy or by the dynamic action of 
the air against its surface. 
3. “Camping” means erecting a tent or shelter or arranging bedding, or both, for the purpose of, or in such a way as will permit, overnight 
use; or parking a trailer camper or other vehicle for the purpose of remaining overnight. 
4. “Commission” means the Maricopa County Parks and Recreation Commission. 
5. “County” means Maricopa County. 
6. “Department” means the Maricopa County Parks and Recreation Department. 
7. “Loudspeaker or public address system” means a device to amplify or direct sound. 
8. “Maricopa County Park(s)” means any land or areas under the control of the Maricopa County Board of Supervisors which has been 
designated as a Park, Recreation Area or Conservation Area. 
9. “Roads” means the entire width between the boundary lines of every way when any part thereof is open, kept or maintained for use by the 
public for purposes of vehicular travel. 
10. “Special Use Permit” means commercial or non-commercial permits issued by the Department for activities outside a park’s activity 
design or which excludes the general public or for which there is monetary gain. 
11. “Swimming” means to propel one’s self in water by natural means; consequently aquatic activities including the full or partial use of 
inner tubes, air mattresses or personal support devices. 
12. “Designated Trail” means an authorized recreational trail designed, constructed, and maintained according to standards within the 
county manual; it is within Maricopa County Parks’ boundaries and has been included in the Maricopa County Park trail system inventory. 
R-102 SPECIAL USE PERMITS, FEES AND APPROVALS 
1. Special Use Permits shall be required for eligible non-profit, government or private, as well as commercial uses. 
2. For eligible non-profit uses, a Special Use Permit is required of any person or group for any activity outside each park’s activity design, 
or for the use of specific park areas that require the exclusion of general public usage. 
3. A Special Use Permit shall also be obtained in advance by any person or group wishing to use a Maricopa County Park for eligible 
commercial uses. 
4. Park Impact Fees for Special Use Permits shall be negotiated by the Department based on the expenses related to the administration of 
the activity, protection of the park and visitors, and in accordance with established fee schedules when applicable. 
5. The Department may require commercial applicants to enter into an agreement with the County for a negotiated percentage of gross 
receipts not to exceed twenty (20) percent. 
6. The Department may require the permittee to post a deposit against damage and clean-up expense, provide a certificate of insurance 
naming the department as additionally insured, and/or provide for adequate medical, sanitary and security services. 
7. A performance and payment bond may be required from any permitee who is providing a service that was solicited to provide any event 
or activity sponsored by the department. 
8. The Department may impose conditions on the conduct of any activity, which are necessary to protect the area and maintain its 
availability as a public park. 
9. A Special Use Permit is not required for any person operating under the provisions of a valid special use or commercial management 
concessions agreement with the department. 
10. Special Use Permit applications, which are compatible with the management objectives of the individual park, may be refused for health 
and safety reasons or to protect the park from significant damages. With respect to competing non-profit uses, the use of park space shall be 
granted on a first-come, first-served basis. With respect to competing commercial uses, informal Proposals shall be solicited and the Special 
Use Permit awarded to that concessionaire which offers to provide the County with the highest potential revenue and/or best recreational 
value to park patrons, provided the concessionaire does not have a poor performance history on any prior permits. 
11. All persons entering a park under a Special Use Permit are subject to all entrance and/or use fees, and all rules and regulations 
concerning park resource and facility use. The total amount of entrance fees owed by persons entering a park under a Special Use Permit, 
may be calculated in advance and paid in accordance with terms negotiated as part of the Special Use Permit. 
12. A decision by the Department concerning any Special Use Permit may be appealed to the Commission. 
13. Applications for Special Use Permits may be obtained from an authorized representative of the Department. 
R-103 VIOLATIONS AND PENALITIES 
1. Any person who violates any of these rules shall be guilty of a Class 2 misdemeanor. 
2. Any person who violates any of these rules may also be evicted for failure to comply. 
THE FOLLOWING ACTS ARE PROHIBITED IN MARICOPA COUNTY PARKS: 
R-104 ENTRY, USE, OCCUPANCY, FEES 
1. Entering, using, or occupying of a Maricopa County Park or its facilities, designated trails or waterways under the supervision and control 
of the Department for any purpose when said parks or areas are posted against such entrance, use, occupancy or where barriers exist. 
2. Entering upon or using for any purpose, the land, water or facilities within the boundaries of Maricopa County Parks when a fee, rental, 
admission or other consideration has been established for such land, water or facilities, unless the person entering or using such land, water 
or facility has paid said fee, rental, admission or other consideration. 
Exhibit 11 – Park Rules

Page 47 of 52
(Continued)
R-105 ANIMALS AND PETS 
1. Riding, permitting or allowing livestock, saddle, pack, or draft animals except on designated trails or areas under special permit issued by 
the Department or by special provisions of a use management agreement. 
2. Possessing, allowing or permitting a dog and/or other pets in a Maricopa County Park, unless the same shall be under immediate control 
on a leash not exceeding 6 feet in length, except the leash requirement shall not apply to dogs while being used in hunting, or in field trials, 
or while being trained, when upon lands open to such uses and it does not interfere with other park activities. 
3. Possessing, allowing or permitting a dog in a Maricopa County Park without a current dog license. 
4. Allowing dogs or other pets, other than seeing-eye or hearing guide dogs, within the confines of public park buildings. 
5. Allowing dogs and/or other animals to create a nuisance, noise or disturbance in any area. 
6. Failure of owners of pets to properly remove and dispose of any waste. 
7. Scattering and/or depositing the ashes of any animal. 
R-106 DISCHARGE OF FIREARMS, HUNTING AND TRAPPING 
1. Except as provided by state law, discharging a firearm, shooting with bow and arrow, or setting traps except in locations provided for that 
purpose and as permitted by Arizona Game and Fish rules. 
R-107 MOTOR VEHICLES AND BICYCLES 
1. Operating any motorized vehicle except on roads and parking areas designated by the Department for such purpose. 
2. Abandoning any vehicle in any area of a Maricopa County Park. Vehicles violating this section may be towed at the owner’s expense. 
3. Parking a motor vehicle or trailer or other device towed by a motor vehicle in such a manner whereby roads, parking areas or other traffic 
ways or traffic are blocked or otherwise impeded. Vehicles violating this section may be towed at the owner’s expense if such violation 
constitutes blockage of any emergency lane or otherwise interferes with park operations. 
4. Operating a bicycle in a careless or reckless manner, or in disregard of the safety of any person or property. 
5. Utilizing bike ramps in non-designated areas. 
6. Operating, without permission from the County, any motorized skateboard, motorized scooter, moped or like device. 
R-108 WATERCRAFT AND SWIMMING 
1. Bringing into, or operating any watercraft upon any body of water, except at such places and in such manner as designated for such use or 
purpose by the Department. 
2. Storing or leaving any watercraft without first obtaining a permit issued by the Department or its authorized concessionaire. 
3. Swimming in areas posted against such use. 
4. Cliff jumping. 
R-109 VANDALISM 
1. Destroying, damaging, or removing any tree, shrub, wildflower, cactus, or any other vegetation, or any other vegetative product or by-
products without first obtaining a written permit from the Department. 
2. Destroying, damaging, defacing or removing any County property or property administered by the Department. 
R-110 LITTERING 
1. Depositing or abandoning garbage, sewage, refuse, trash, waste, or other obnoxious material, except in receptacles or containers provided 
for such purposes. 
2. Throwing or breaking any glass, plastic or ceramic object leaving shards or other fragments on park property. 
R-111 PUBLIC BEHAVIOR 
1. Conducting one’s self in a disorderly or intoxicated manner, or using threatening, abusive, or boisterous or insulting language, or 
conducting or participating in a disorderly assembly, or to solicit for any purpose. 
2. Engaging in noisy conduct, operating generators or motors, operating radios, or otherwise making loud or disturbing noises that may 
disturb the peace of the area between the hours of 10:00 p.m. and 6:00 a.m. 
3. Public urination or public defecation. 
4. Engaging in noisy conduct that disturbs the peace. 
R-112 CAMPING 
1. Camping without first obtaining a written permit issued by the Department 
2. Failure to obey all written or posted camping regulations. 
R-113 FIRES 
1. Building fires except in designated places. 
2. Building fires in any area posted against such use. 
3. Building wood or charcoal fires at any time posted against such activity (during fire ban). 
4. Use of gas or propane stove or grills when use is prohibited (during extreme fire ban). 
5. Abandoning any fire without completely extinguishing it. 
6. Allowing a fire to escape from control. 
R-114 PUBLIC OR COMMERCIAL ACTIVITES 
1. Conducting any activity or assembly outside the individual park’s activity design or requiring the use of park areas which exclude the use 
by the general public without first obtaining a Special Use Permit from the Department. 
2. Posting, placing, or distributing advertising material; erecting a fence or barrier (except under specific use management or lease 
agreements), constructing or occupying improvements; or enclosing County administered lands without first obtaining a Special Use Permit 
from the Department.

Page 48 of 52
Exhibit 11 – Park Rules
(Continued)
3. Using a loudspeaker, or public address system, or amplifier without first obtaining a Special Use Permit from the Department. 
4. Using County administered lands for a commercial purpose without first obtaining a Special Use Permit or use management or lease 
agreement from the Department. 
R-115 GLASS BOTTLES 
1. Possessing glass, ceramic or hard frangible plastic beverage bottles. 
R-116 AIRCRAFT AND ENGINE POWERED MODELS 
1. Operating any passenger carrying aircraft of any nature or parachute, including parasailing, except in areas designated for such use by the 
Department or in an emergency situation. 
2. Operating engine powered models and/or toys in any park area not designated for such use or in such a manner that it could be a hazard 
to the public. 
R-117 INTERFERENCE WITH A PARK RANGER OR A PARK POLICE OFFICER 
1. Interfering with any Park Ranger and/or Park Police Officer in the discharge of the Park Ranger’s and/or Park Police Officer’s duties. 
2. Failing or refusing to obey any lawful command of any Park Ranger and/or Park Police Officer or other Certified Peace Officer. 
R-118 TRAILS 
1. Damaging, blocking, restricting or otherwise interfering with the use of a trail. 
2. Throwing or rolling rocks or other items into valleys or canyons, down hillsides, mountainsides or trails. 
3. Leaving a designated trail or walkway between trailheads. 
4. Operating a bicycle, riding a horse, or hiking, except on trails designated for that use. 
5. Failure to follow any sign that dictates the use or behavior on a trail.

Page 49 of 52
Exhibit 12 – Subordination and Attornment Agreement
SUBORDINATION AND ATTORNMENT AGREEMENT
THIS SUBORDINATION AND ATTORNMENT AGREEMENT (“Agreement”) is made and entered 
into as of _______________, 2022, by and among [
], not in its individual capacity but solely as 
trustee (“Trustee”) under the Indenture of Trust dated as of [
], 2022 (the “Indenture”) by and 
between the Trustee and the Authority (as defined herein); Maricopa County, a political subdivision of the State 
of Arizona (the “County”), and Global Sports Facilities-Adobe, LLC, a Domestic Limited Liability Company 
(“Concessionaire”). The County, the Concessionaire, and the Trustee are collectively referred to as “Parties” or 
individually as a “Party”.
RECITALS
WHEREAS, the County and the Concessionaire are entering into that certain Use Management 
Agreement dated as of [
], 2022 (the “UMA”); and
WHEREAS, the Concessionaire is the borrower under that certain Loan Agreement (the “Loan 
Agreement”, together with any and all documents related thereto, the “Loan Documents”), dated as of [
], 2022, between Concessionaire and [
] (the “Authority”), pursuant to which the 
Authority has made a loan to Concessionaire from the proceeds of the [
] (the “Bonds”); and
WHEREAS, the UMA is subject to Bond Financing, which Bond Financing will be evidenced by the 
Loan Documents; and
WHEREAS, the rights of the Concessionaire under the Loan Documents were assigned to Trustee, as 
trustee, for the benefit of the holders of the Bonds; and
WHEREAS, the UMA, with the consent of County, has been given as collateral to secure the 
Concessionaire’s obligations under the Loan Documents; and
WHEREAS, the Parties hereto desire to enter into this Agreement.
AGREEMENTS
NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth and other 
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Trustee, the 
Concessionaire and the County hereby covenant and agree as follows:
1.
Subordination. Subject to the terms of this Agreement, the Parties agree that the UMA is and 
shall at all times continue to be subject and subordinate to the Loan Documents. Concessionaire and the County 
agree not to change, alter, amend, or otherwise modify the UMA, or voluntarily terminate or cancel the UMA, 
unless required to do so by the federal government, without the prior written consent of Trustee.
2.
Attornment. If Concessionaire defaults under the Loan Agreement or any other Loan 
Document, the Trustee (or any successor Trustee) shall have the right to procure a new concessionaire/operator 
for the Complex pursuant to and subject to the terms set forth in Section 11 (Assignment) of the UMA. Upon the 
County’s approval of such new concessionaire/operator (the “New Concessionaire/Operator”), the New 
Concessionaire/Operator shall become the “Concessionaire” under the UMA, and the County shall be bound to 
the New Concessionaire/Operator, and the New Concessionaire/Operator shall be bound to the County, under all 
of the terms, covenants and conditions of the UMA for the balance of the remaining term, including any extensions 
or renewals.
3.
Limitation of Liability. Trustee (or any successor Trustee) shall not be: (a) liable for any 
past act, misrepresentations, breach, default or omission on the part of Concessionaire or for any accrued

Page 50 of 52
obligation of Concessionaire under the UMA and the County shall have no right to assert the same or any damages 
arising therefrom as an offset or defense against Trustee (or any successor Trustee); (b) subject to any offsets or 
defenses which the County may have at any time after the date of this Agreement against Concessionaire; (c) 
bound by any amendment or modification of the UMA made without Trustee’s prior written consent; (d) 
personally liable under the UMA; or (e) liable for the commencement or completion of any construction or any 
contribution toward construction or installation of any improvements upon the Property, or any expansion or 
rehabilitation of existing improvements thereon, or for restoration of improvements following any casualty not 
required to be insured under the UMA or for the costs of any restoration in excess of the proceeds recovered 
under any insurance required to be carried under the UMA.  However, said Limitation of Liability shall not 
benefit any successor Concessionaire, who shall assume all obligations and liabilities of the original 
Concessionaire.
4.
Notice of Default by Concessionaire. The County hereby covenants and agrees to give 
Trustee written notice properly specifying wherein Concessionaire has failed to perform any of its covenants 
or obligations under the UMA, simultaneously with the giving of any notice of such default to Concessionaire 
under the provisions of the UMA. The County agrees that Trustee shall have the right but not the obligation, 
within thirty (30) days after receipt by Trustee of such notice (or within such additional time as is reasonably 
required to correct any such default), to correct or remedy, or cause to be corrected or remedied, each such 
default before the County may take any action under the UMA by reason of such default. Such notices to 
Trustee shall be delivered to:
[
] 
[
]
[
] 
Attention: [
]
Telephone: [
]
or to such other address as Trustee shall have designated to the County by giving written notice to the County.
5.
Title of Paragraphs. The titles of the paragraphs of this Agreement are for convenience and 
reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the 
interpretation, construction or meaning of the provisions of this Agreement.
6.
Governing Law. This Agreement shall be governed by and construed in accordance with the 
laws of the State of Arizona.
7.
Provisions Binding. The terms and provisions of this Agreement shall be binding on and shall 
inure to the benefit of the heirs, executors, administrators, successors and permitted assigns, respectively, of 
Trustee, the County, and Concessionaire. The reference contained to successors and assigns of Concessionaire is 
not intended to constitute and does not constitute a consent by the County or Trustee to an assignment by 
Concessionaire but has reference only to those instances in which the County and Trustee shall have given written 
consent to a particular assignment by Concessionaire thereunder.
8.
Amendment. This Agreement may not be amended or modified orally or in any manner other 
than by an agreement in writing signed by the Parties hereto or their respective successors in interest.
9.
Multiple Counterparts. This Agreement may be executed in any number of counterparts and 
by different parties in separate counterparts, each of which when so executed shall be deemed to be an original 
and all of which taken together shall constitute one and the same agreement.  Electronic signatures shall have the 
same force and effect as original signatures. Signature pages may be detached from multiple separate counterparts 
and attached to a single counterpart.
10.
Entire Agreement.  This Agreement embodies the entire agreement of the parties with respect 
to the subject matter of this Agreement and supersedes all prior agreements and understandings relating to the

Page 51 of 52
subject matter of this Agreement.  If any provision of this Agreement is inconsistent with any provision of the 
UMA, this Agreement shall control.
11.
Severability.  If any term or provision of this Agreement shall to any extent be held invalid or 
unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, but each term 
and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
12.
Time of the Essence.  Time is of the essence for performance of the obligations of 
Concessionaire, the County, and Trustee under this Agreement.
13.
Further Assurances.  At any time and from time to time, upon the written request of any Party 
to this Agreement and without cost to Trustee, each of the Parties agrees to promptly and duly execute and deliver 
any and all such further instruments and documents and take such further action as the others may reasonably 
deem necessary or advisable to obtain the full benefits of this Agreement.
14.
Trustee’s Rights.  The Trustee is acting in its capacity as trustee under the Loan Documents 
and shall be entitled to all rights, protections, and immunities granted to it under the Loan Documents in acting 
hereunder. In the event any provision of this Agreement requires the approval, consent, or action by Trustee, 
Trustee must undertake to grant or deny such approval or consent, or perform such action, only subject to and as 
directed by the terms of the Loan Documents, and may, in Trustee’s sole discretion, require direction of the 
Registered Owners (as defined in the Loan Documents) of at least a majority in aggregate principal amount of the 
Bonds of that Series (as defined in the Loan Documents) then Outstanding (as defined in the Loan Documents) 
prior to undertaking any such approval, consent, or action.
15.
Cancellation. This Agreement is subject to cancellation pursuant to A.R.S. § 38-511.
16.
Boycott. If Concessionaire and/or Trustee engage in for-profit activity and have ten (10) or 
more employees, and if this Agreement has a value of one hundred thousand dollars ($100,000) or more, 
Concessionaire and/or Trustee certify they are not currently engaged in and agree for the duration of this 
Agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a 
boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
17.
Forced Labor. Concessionaire and Trustee warrant and certify that they does not currently, 
and agrees for the duration of the contract that they will not, use:
a)
The forced labor of ethnic Uyghurs in the People’s Republic of China.
b)
Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s 
Republic of China.
c)
Any contractors, subcontractors or suppliers that use the forced labor or any goods or 
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 
If Concessionaire and/or Trustee become aware during the term of the Agreement that the Concessionaire and/or 
Trustee is not in compliance with this paragraph, the Concessionaire and/or Trustee shall notify the County within 
five business days after becoming aware of the noncompliance. Failure of Concessionaire and/or Trustee to 
provide a written certification that the Concessionaire and/or Trustee have remedied the noncompliance within 
one hundred eighty (180) days after notifying the public entity of their noncompliance, this Agreement shall 
terminate unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period.
[SIGNATURE PAGE FOLLOWS]

Page 52 of 52
IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals as of the 
date first above written.
TRUSTEE:
[
]
By
  Authorized Officer
CONCESSIONAIRE:
GLOBAL SPORTS FACILITIES-ADOBE, LLC, an 
Arizona limited liability company
By: Global Sports Facilities, Inc., an Arizona nonprofit 
corporation, its sole member
By_______________________________________
Name: Lyndon Estill
Title: President
COUNTY:
MARICOPA COUNTY
____________________________________________
Chairman
Date
Board of Supervisors
ATTEST
Clerk of the Board
Date
Approved as to Form:
__________________________________
Deputy County Attorney
[Signature Page —Subordination and Attornment Agreement]