AMENDMENT TWO TO UMA WITH SCORPION BAY HOLDINGS LLC.PDF

Amendment Two Scorpion Bay Holdings, LLC 
 
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AMENDMENT TWO 
TO 
USE MANAGEMENT AGREEMENT 
BETWEEN 
MARICOPA COUNTY 
AND  
SCORPION BAY HOLDINGS, LLC 
(C-30-06-012-1-04) 
 
 
RECITALS 
 
 
WHEREAS, a Use Management Agreement was entered into between Maricopa 
County (“County”) and Lake Pleasant Marina Partners, LLP on December 7, 2005 (C-30-
06-012-1-00) (“UMA”) to develop, operate and maintain dry stack storage, watercraft 
rental, and boating supply store complex (“Complex” or “Concession Site”) at Lake 
Pleasant Regional Park (“LPRP”); and 
 
WHEREAS, Amendment One to the UMA (C-30-06-012-1-01) dated March 12, 
2008, amended Exhibit C.1 – Percentage Fee and Minimum Payment Schedule due to 
construction delays and clarified additional language (UMA and Amendment One are 
collectively the “Agreement”); and 
 
WHEREAS, on September 23, 2015, County approved the assignment of the 
Agreement from Lake Pleasant Marina Partners, LLC to Scorpion Bay Holdings, LLC 
(“Concessionaire”) (C-30-06-012-1-02); and 
 
WHEREAS, on October 21, 2015, County approved a Letter Regarding Use 
Management Agreement with Scorpion Bay Holdings, LLC (C-30-06-012-1-03) which 
provided Concessionaire to fund the acquisition of the rights under the Agreement through 
Compass Bank; and, 
 
WHEREAS, Parties now desire to enter into Amendment Two to the Agreement 
(“Amendment Two”) to allow Concessionaire to offer modified and additional recreational 
services to the public, delete first right of refusal of certain property, add certain property 
to the Complex for dry storage, change the fees schedule, and make other administrative 
corrections; and 
 
WHEREAS, the County and the Concessionaire desire to enter into this 
Amendment Two with the understanding that all other provisions of the Agreement not 
revised herein shall remain in full force and effect. 
 
NOW, THEREFORE, in consideration of the foregoing and other good and 
valuable consideration, receipt and sufficiency of which is hereby acknowledged, County 
and Concessionaire hereby agree as follows: 
 
I. 
INCORPORATION OF RECITALS 
 
The Recitals, by this reference, are hereby incorporated into this Agreement.

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II.  
PARAGRAPH 4 FEES  
 
Paragraph 4. Fees A and B and Exhibit C-1 of the Agreement are hereby deleted in their 
entirety and replaced with the following new Paragraph and Exhibit C.1 Fee Payment 
Schedule (Amended, Revision #2) attached hereto and incorporated herein: 
 
      4. Fees 
 
The Concessionaire will pay the County a minimum fee and additional fees in 
accordance with the fee payment schedule.  (See Exhibit C.1 Fee Payment Schedule 
(Amended, Revision #2) attached hereto and incorporated herein).  The “Minimum 
Fee” is defined as the minimum annual payment due to the County. The “Additional 
Fee” means the amount by which a percentage is applied to annual Adjusted Gross 
Revenue (as defined in 4.B).   
 
A. Gross Revenues, as used in this Agreement shall mean and is defined as 
follows: 
 
(1) 
The total amount of annual revenue recognized in accordance with 
GAAP for the performance or any act, service or employment of 
whatever nature it may be, whether such service, act, or employment is 
done as a part of or in connection with the sale of goods, wares, 
Concessionaire merchandise or not, for which a charge is made or credit 
allowed, including all receipts, cash, credits, and property of any kind or 
nature, any amount for which credit is allowed by the seller to the 
purchaser without any deduction therefrom on account of the cost of the 
property sold, the cost of materials used, labor or service costs, interest 
paid or payable, losses or any other expenses whatsoever; provided, 
however, that the cash discounts allowed or taken on sales shall not be 
included. 
(2) 
Gross Revenues from boat shows and special events, including but not 
limited to entry fees, exhibitor fees, and merchandise sales.  
(3) 
Gross Revenue may be reduced by any refunds given for any goods or 
services. 
 
B. Adjusted Gross Revenue is defined as adjustments to Gross Revenue for 
allowable deductions.  Allowable deductions are:  
 
(1) 
The amount of any tax imposed on or with respect to retail sales 
whether imposed upon the retailer or upon the consumer and 
regardless of whether or not the amount of tax is stated to customers 
as a separate charge, or any state, or local sales, transaction privilege 
or use taxes required by law to be included in or added to the purchase 
price and collected from the consumer or purchaser. 
(2) 
Sales from "vending" operations put on the premises and operated by 
County. 
(3) 
Sales from Parks and Recreation Department merchandise available 
on consignment at a boating supply store. 
(4) 
Such part of the sales price of any property previously sold and returned 
by the purchaser to the seller, which is refunded by the seller by way of 
cash or credit allowances given or taken as part of the payment on any

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property. 
(5) 
Receipts from the sale or the trade-in value of any furniture, trade 
fixtures, or equipment used on the Concession Site and owned by the 
Concessionaire. 
(6) 
The value of any merchandise, supplies, or equipment exchanged or 
transferred from or to other business locations of the Concessionaire 
where such exchanges or transfers are not made to avoid a sale by the 
Concessionaire which would otherwise be made from or at the 
Concession Site. 
(7) 
Receipts in the form of refunds from or the value of merchandise, 
supplies, 
or 
equipment 
returned 
to 
shippers, 
suppliers, 
or 
manufacturers. 
(8) 
The amount of any cash or quantity discounts received from sellers, 
suppliers, or manufacturers. 
(9) 
The amount of the CIP fund set aside according to paragraph 12. 
(10) 
The amounts of any discounts given to the Concessionaire's 
employees. 
(11) 
Electrical billings for wet slip storage that are directly passed through to 
the user and this is not to be construed as other operational utilities. 
 
The Concessionaire shall not be credited with nor allowed to have any reduction in the 
amount of the Gross Revenue, as herein defined, which results from any arrangement 
for a "trade out type" agreement or other such agreement.  
 
III.   
PARAGRAPH 5 CONCESSION SITE 
 
Approximately twenty-two (22) additional acres included in the LPRP Master Plan, as 
shown on Exhibit A-1 attached hereto and made a part hereof, shall be added to the 
Concession Site. Paragraph 5 Concession Site of the Agreement is hereby deleted in its 
entirety and replaced with the following new Paragraph 5 Concession Site as follows: 
 
5. Concession Site 
 
The Concession Site is comprised of two separate parcels, as shown on maps in 
Exhibit A and Exhibit A-1, both of which are attached hereto and made a part hereof.  
Individually, Exhibit A is defined as “Scorpion Bay Marina” and Exhibit A-1 is defined 
as “One Cow Cove”. Boundaries (not acreage) as depicted are subject to change with 
the mutual agreement of the Parties. 
 
A. Exhibit A Scorpion Bay Marina 
 
The portion of the Concession Site shown on Exhibit A Scorpion Bay Marina is 
approximately 200 acres of land and water area at LPRP.  
 
B.  Exhibit A-1 One Cow Cove 
 
The portion of the Concession Site shown on Exhibit A-1 One Cow Cove is 
approximately 22 acres of land and water area at LPRP.  
 
Exhibit A-1 represents the preliminary site map for Concession Site for dry 
storage at One Cow Cove.  Concessionaire will be responsible for a full Alta

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Survey and providing the County with an updated map in order to finalize 
Exhibit A-1, if necessary. 
  
(1) 
The Concessionaire shall pay and be responsible for obtaining all 
applicable permits, of the Concessionaire’s dry storage site at One Cow 
Cove. 
(2) 
Upon the approval of, including but not limited to, Bureau of 
Reclamation, United States Army Corps of Engineers, Maricopa 
County, and the City of Peoria, the portion of the Concession Site as 
depicted on Exhibit A-1 shall be used by the Concessionaire for parking 
of dry storage. Concessionaire, at its sole cost, will be responsible for 
the identification of the appropriate permitting agencies, environmental 
compliances, taxes, assessments, fees and other approval and 
expenses of any nature associated with the construction of the One 
Cow Cove as well as improvement, management, operation and 
maintenance and the payment of all fees. The Concessionaire is 
responsible for submitting for approval a plan for the development of 
the site.  
(3) 
If a plan for development from the Concessionaire is not submitted 
within ten (10) years from the date of this Amendment Two, this parcel 
at One Cow Cove will be automatically retracted from the Agreement 
and deleted from the definition of Concession Site.  Upon request of 
the County, Concessionaire agrees to execute an amendment to the 
Agreement describing this deletion. County may, in its sole discretion, 
expand the time period for Concessionaire to submit its plan for 
development. 
 
IV.   
PARAGRAPH 8 REQUIRED SERVICES 
 
Paragraph 8 Required Services of the Agreement is hereby deleted in its entirety and 
replaced with the following new Paragraph 8: 
 
8.  Required Services 
 
The CONCESSIONAIRE is required to provide the following services under the terms 
of this Agreement, according to Section 4.3 of the Request for Proposal ("RFP"), which 
resulted in this Agreement. Concessionaire, at its sole cost, will be responsible 
for the identification of the appropriate permitting agencies, environmental 
compliances, taxes, assessments, fees and other approval and expenses of 
any nature associated with the construction of the Complex as well as 
improvement, management, operation and maintenance and the payment of 
all fees. 
 
A.  Motorized watercraft  
B.  Fueling/repair station 
C  Non-motorized watercraft  
D.  Moving wet boat storage 
E.  Stack/dry boat storage 
F.  Boating supply store 
G.  Boat ramp

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H.  Parking at the Concession Site 
I.  Infrastructure improvements at the Concession Site 
 
V.   PARAGRAPH 9 AUTHORIZED SERVICES 
 
Paragraph 9 Authorized Services of the Agreement is hereby deleted in its entirety and 
replaced with the following new Paragraph 9: 
 
 
9. Authorized Services 
 
 
A. The Concessionaire is authorized, but not required to provide the following 
services during the term of the Agreement.  Concessionaire, at its sole cost, 
will be responsible for the identification of the appropriate permitting 
agencies, environmental compliances, taxes, assessments, fees and 
other approval and expenses of any nature associated with the 
construction of the Complex as well as improvement, management, 
operation and maintenance and the payment of all fees. 
 
(1) 
On-shore and offshore rental cabins and other short-term lodging 
facilities, including additional support facilities and amenities related to 
the provision of lodging services. 
(2) 
Houseboat short-term rental 
(3) 
Operation of tour boat(s) 
(4) 
Boating store sales including, but not limited to: 
(5) 
Boating, camping, clothing and recreational sundries 
(6) 
Interpretative materials (books, postcards, posters, photographs) 
(7) 
Food services to include, but not limited to: 
(8) 
The selling of prepackaged foods 
(9) 
Operation of a full-service restaurant 
(10) 
Operation of a grill and snack bar 
(11) 
Alcohol services to include:  
(12) 
Selling of prepackaged liquor, beer 
(13) 
Operation of a full-service bar 
(14) 
Boat launching for a fee when specifically requested. 
(15) 
Propane sales. 
(16) 
Boat trailer storage and long-term boat storage. 
(17) 
Selling Arizona Game and Fish Department fishing and hunting 
licenses. 
(18) 
Maricopa County Park and Recreation Department merchandise. 
(19) 
Boat shows and special events may be approved by the County and 
Bureau of Reclamation under a Special Use Permit for the facility. 
(20) 
Water-based activities may be provided upon prior approval by County 
and Bureau of Reclamation. Water activities shall be consistent with 
approved usage at LPRP. 
 
B. The Lake Pleasant Regional Park Master Plan includes the provision for 
lodging in an area that includes the Concession Site. During the term of the 
Agreement and any renewal option, Concessionaire is exclusively authorized 
to develop, construct, and manage a lodging facility on the Concession Site. 
Notwithstanding the foregoing, Concessionaire and County agree that

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Concessionaire will inform County when Concessionaire has a plan for 
developing a lodging facility and, at that time, in order for Concessionaire to 
move forward with the development of the lodging facility, County and 
Concessionaire shall enter into an amendment to the Agreement that will 
include the requirements for such development.   This is not an exclusive right 
for lodging, or any other services, in the LPRP.  County retains the right to 
develop lodging in other areas of the LPRP 
 
VI.  
PARAGRAPH 17.C UTILITIES/MECHANICAL MAINTENANCE 
 
Paragraph 17.C Utilities/Mechanical Maintenance of the Agreement is hereby deleted in 
its entirety and replaced with the following new Paragraph 17.C: 
 
C. Utilities/Mechanical Maintenance 
 
The Concessionaire will be required to pay the cost of all power (electrical) and 
communications (telephone and internet) utilities, including the costs of 
bringing utilities to the Complex.  In connection with the foregoing, the 
Concessionaire shall be responsible for installing a meter(s) at the point of 
contact.   This meter(s) shall be designated as the Complex meter.  The 
Complex meter shall meet the County’s specifications.  In addition, for the 
foregoing utility services, the Concessionaire will be separately billed by the 
independent service provider(s). 
 
The County and Concessionaire acknowledge that water for the Complex is 
conveyed from a well owned and maintained by the County.  The 
Concessionaire shall reimburse the County for one-half of the cost incurred by 
the County to operate, maintain, and replace such well and associated 
features.  Those costs include the actual cost for the well water delivery 
system, to include but not limited to, power, purchase costs, electrical 
components, well depth, well casing, wellhead, deep pump, pneumatic tank, 
chlorination equipment, buried water distribution system, exclusive and storage 
tank (“Well Water Delivery System”). 
 
(1) 
The County shall provide Concessionaire, within thirty (30) days of the 
beginning of each calendar year, an invoice representing the 
calculation of the Concessionaire’s share of the Well Water Delivery 
System costs for the preceding year. Payment shall be made per the 
terms as indicated on the invoice. 
(2) 
In the event that the Concessionaire provides improvements that result 
in an increase of Concessionaire’s water usage, after the date of this 
Amendment Two, Concessionaire shall be responsible for any and all 
upgrades, future expansion or upgraded services to the Well Water 
Delivery System as required due to such future improvements, at the 
Concessionaire’s sole expense. 
 
VII.  
PARAGRAPH 22.K NOTICES, CURRENT ADDRESSES, AND POINTS-OF-
CONTACT 
 
Paragraph 22.K Notices, Current Addresses, and Points of Contact of the Agreement is 
hereby deleted in its entirety and replaced with the following new Paragraph 22.K:

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22.K  
Notices, Current Addresses, and Points-of-Contact 
 
All notices under this Agreement, shall be emailed, mailed or delivered in person or by 
courier to the Party to receive such notice and addressed to the following individuals: 
 
For the COUNTY: 
Maricopa County Parks and Recreation 
41835 N. Castle Hot Springs Road 
Morristown, AZ 85342 
Attn: RJ Cardin, Director 
Email: rjcardin@mail.maricopa.gov 
Phone: 602-506-9502 
Fax: 602-372-8596
 
For the CONCESSIONAIRE:
Scorpion Bay Holdings, LLC 
Desert Troon Limited, LLC 
7669 E. Pinnacle Peak Road, Suite 250 
Scottsdale, AZ 85255 
Attn: Dan Smith 
Email: ds@desert-troon.com 
Phone: 480-563-5247 
Fax: 480-585-7803
 
 
VIII.   PARAGRAPH 44.  ADDITIONAL PARCEL 
 
Paragraph 44 Additional Parcel and Exhibit D to the Agreement are hereby deleted in their 
entirety. 
 
IX.  
BOYCOTT OF GOODS 
 
If Concessionaire engages in for-profit activity and has ten (10) or more employees, and 
if this Agreement has a value of $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. 
 
X. 
CONFLICT OF INTEREST. 
 
The Agreement is subject to A.R.S. 38-511 and may be canceled by the County pursuant 
thereto without any penalty or liability to County.        
 
XI.  
REMAINING TERMS OF AGREEMENT 
The foregoing paragraphs contain all the changes made by this Amendment Two.  All 
other terms and conditions of the Agreement shall remain unchanged and in full force and 
effect. 
. 
. 
. 
. 
.

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MARICOPA COUNTY 
 
 
 
 
 
 
 
 
 
 
 
 
 
____________________________________ 
Clint Hickman 
Chairman, Board of Supervisors        Date 
 
 
 
ATTEST 
 
 
____________________________________ 
Clerk of the Board of Supervisors      Date 
 
 
Approved as to Form: 
 
 
____________________________________ 
Deputy County Attorney 
 Date 
 
 
SCORPION BAY HOLDINGS, LLC 
 
_____________________________ 
By: 
 
 
 
Date 
 
 
_____________________________ 
Name: 
 
 
_____________________________ 
Title:

Amendment Two Scorpion Bay Holdings, LLC 
 
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EXHIBIT A 
Scorpion Bay Marina

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EXHIBIT A-1 
 One Cow Cove  
 
Exhibit A-1 represents the preliminary site map for Concession Site for One Cow Cove.  
Concessionaire will be responsible for a full Alta Survey and providing County updated 
map in order to finalize Exhibit A-1, if necessary.

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EXHIBIT C-1 
FEE PAYMENT SCHEDULE (Amended, Revision #2) 
 
 
Contract Year
Calendar Year
Minimum Fees Due
Date Minimum Fee 
Due
Date Additional Fee 
Due
35
2040
$150,000.00
01/02/40
03/31/40
34
2039
$150,000.00
01/02/39
03/31/39
33
2038
$150,000.00
01/02/38
03/31/38
32
2037
$150,000.00
01/02/37
03/31/37
31
2036
$150,000.00
01/02/36
03/31/36
30
2035
$150,000.00
01/02/35
03/31/35
29
2034
$150,000.00
01/02/34
03/31/34
28
2033
$150,000.00
01/02/33
03/31/33
27
2032
$150,000.00
01/02/32
03/31/32
26
2031
$150,000.00
01/02/31
03/31/31
25
2030
$150,000.00
01/02/30
03/31/30
24
2029
$150,000.00
01/02/29
03/31/29
23
2028
$150,000.00
01/02/28
03/31/28
22
2027
$150,000.00
01/02/27
03/31/27
21
2026
$150,000.00
01/02/26
03/31/26
20
2025
$150,000.00
01/02/25
03/31/25
19
2024
$150,000.00
01/02/24
03/31/24
18
2023
$150,000.00
01/02/23
03/31/23
17
2022
$150,000.00
01/02/22
03/31/22
16
2021
$150,000.00
01/02/21
03/31/21
15
2020
$128,064.00
01/02/20
03/31/20
14
2019
$128,064.00
01/02/19
03/31/19
13
2018
$128,064.00
01/02/18
03/31/18
12
2017
$128,064.00
01/02/17
03/31/17
11
2016
$95,000.00
01/02/16
03/31/16
10
2015
$90,000.00
01/02/15
03/31/15
9
2014
$85,000.00
01/02/14
03/31/14
8
2013
$80,000.00
01/02/13
03/31/13
7
2012
$75,000.00
01/02/12
03/31/12
6
2011
$65,000.00
01/02/11
03/31/11
5
2010
$60,000.00
01/02/10
03/31/10
4
2009
$55,000.00
01/02/09
03/31/09
3
2008
$22,500.00
01/02/08
03/31/08
2
2007
$22,500.00
01/02/07
03/31/07
1
2006
01/02/06
*Special Notes:
1. Use Management Signed 12/7/05
2. Contract Year runs 1/1 to 12/31 of each year, except the first and last
3. Last contract year ends concurrent with BOR agreement (6 mos)
4. 544 Wet Slips not permitted until after 12/01/06
5. Construction delays occurred not fault of concessionaire
Effective 01/01/2021 Total Fee is calculated as percentage of gross revenue as follows:
  1. The total fee on revenue from $0 to $4,999,999 will be calculated at 3% which equates to the 
minimum fee of $150,000.
  2.  Additional Fee:  The total fee on incremental Adjusted Gross Revenue than $5,000,000 will be 
calculated at 5%