AMENDMENT FOUR TO UMA WITH EPR PARKS LLC.PDF

Amendment Four to UMA, Six Flags Hurricane Harbor  
 
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AMENDMENT FOUR 
TO 
USE MANAGEMENT AGREEMENT 
BETWEEN 
MARICOPA COUNTY 
AND 
EPR PARKS, LLC,  
AS SUCCESSOR IN INTEREST TO 
HARVEST FAMILY ENTERTAINMENT – ARIZONA, LLC 
 
 
C-30-08-034-1-08 
 
WHEREAS, Maricopa County, a political subdivision of the State of Arizona (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); 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, located in the County of Maricopa, State of Arizona, and legally described in the Joint Use 
Agreement (Joint Use Property); and 
WHEREAS, pursuant to that certain unrecorded Use Management Agreement, dated June 
18, 2008, between County and Harvest Family Entertainment-Arizona, LLC, a Missouri limited 
liability company (“Harvest”), as amended by those certain unrecorded (i) Amendment One to Use 
Management Agreement, dated June 3, 2009, between County and Harvest; (ii) Amendment Two 
to Use Management Agreement, dated June 23, 2010, between County and Harvest; and (iii) 
Amendment Three to Use Management Agreement, dated November 20, 2013, between County 
and Harvest (collectively, the UMA), County granted Harvest an exclusive right to operate, 
manage, maintain, expand and improve a portion of the Joint Use Property; and 
WHEREAS, the UMA was assigned by Harvest to CLP Phoenix AZ Waterpark, LLC, a 
Delaware limited liability company (CLP) by that certain Assignment of Use Management 
Agreement dated November 26, 2013, between Harvest and CLP; and 
WHEREAS, CLP sub-concessioned its interest in the UMA to Arizona Park Holdings, 
LLC, a Delaware limited liability company (A&R), pursuant to that certain Sub-Use Management 
Agreement dated November 26, 2013, between CLP and Sub-Concessionaire (Sub-UMA); and

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WHEREAS, on or about April 6, 2017, the equity interest of CLP was acquired by EPR 
Parks, LLC, a Delaware limited liability company (EPR), and EPR subsequently merged CLP into 
EPR with EPR, hereinafter Concessionaire, being the surviving entity; and 
WHEREAS, EPR and A&R entered into that certain Amended and Restated Sub-Use 
Management Agreement dated April 6, 2017 (A&R Sub-UMA); and 
 
WHEREAS, A&R assigned the A&R Sub-UMA to Six Flags Phoenix, LLC, an Arizona 
limited liability company (Six Flags), hereinafter Sub-Concessionaire, by way of that certain 
Assignment and Assumption of Sub-Use Agreement dated June 1, 2018 (Six Flags Assignment); 
and  
 
WHEREAS, on or about November 5, 2018, EPR amended and restated in its entirety the 
existing A&R Sub-UMA between EPR and Sub-Concessionaire (Amended & Restated Sub-
UMA); and 
 
WHEREAS, County, and Concessionaire now desire to enter into this Amendment Four to 
the UMA (Amendment Four) to revise the development phases of the Complex, update notice 
provisions, and revise the legal description of Parcel 2 of the Complex. 
 
 
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. 
 
II. 
DEFINED TERMS 
 
Capitalized terms in this Amendment Four, unless stated otherwise, have the same meaning as set 
forth in the UMA. 
 
III. 
DEVELOPMENT 
 
Section 1.2 of the UMA, as revised in Amendment Two, is hereby deleted in its entirety and 
replaced with the following: 
 
Section 1.2 
Development 
 
 
The elements and features of the Complex are subject to change by Concessionaire from 
time to time to accommodate changes in the marketplace, and changes dictated by: (1) planning 
and permitting guidelines; (2) inability to obtain materials to operate an element of the Complex; 
(3) the need to remodel, renovate, or replace features; and/or (4) Force Majeure events.  Variations 
from the development concepts set forth in the Site Plan or this Agreement shall be subject to

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County approval, which shall not be unreasonably withheld, delayed, or conditioned.  The Parties 
have agreed to the following updated general development terms and conditions. 
      
1.2.1 Overview.  A minimum of three (3) development phases will be incorporated into 
the Complex.  
 
1.2.2 Phase I.  Phase I has been completed to the County’s satisfaction in accordance 
with the requirements of the UMA. 
 
1.2.3 Phase II.  Phase II consisted of the addition of the Constrictor Slide Tower attraction 
in 2011, followed by the addition of the Junior Splashgrounds in 2012, and has been 
completed to the County’s satisfaction in accordance with Amendment Two of the 
UMA. 
 
1.2.4 Phase III.  Phase III will consist of the development of a fenced employee parking 
area that will support the recreational waterpark developed as Phase I and II of the 
Complex. At a minimum, the Concessionaire, at its sole cost and expense, shall 
ensure the parking area is: (1) completely fenced; (2) constructed and maintained 
in a manner that is safe for vehicular and pedestrian use  as dictated by Maricopa 
County Department of Transportation; and (3) dust-proofed with a surface material 
acceptable to the City of Phoenix, the County, and the District.  Concessionaire 
shall, at its own cost and expense, obtain and comply with any and all permits 
required to improve the parking area.  Phase III development shall be completed 
within three (3) years of the date of full execution of this Amendment Four.  
Concessionaire shall diligently pursue the development of Phase III within the 
agreed timeline; however, Concessionaire shall not be considered to be in default 
of the UMA to include this Amendment Four unless the procedures in Section 1.2.5 
are followed, and remedies shall be limited to those set forth in Section 1.2.5.  
Delays, if not accepted by County in writing, could result in default of the UMA. 
 
1.2.5 Notwithstanding anything in Section 5.5 to the contrary, if the County reasonably 
determines that the Concessionaire is not pursuing completion of Phase III, as such 
term is set forth above, in the exercise of commercial diligence in accordance with 
the stated or mutually agreed on timelines, the County shall notify the 
Concessionaire in writing of the failure to do so and the basis of the County’s 
determination set forth in reasonable detail. If Concessionaire fails to commence 
commercial diligence as required by the County within sixty (60) days after receipt 
of the notice and pursue such diligence thereafter until completion, the 
Concessionaire shall be deemed in default hereof, at the County’s written option 
delivered to Concessionaire.  If the Concessionaire is in default, County shall be 
entitled to pursue and obtain specific performance and other injunctive relief to 
compel completion of the development of Phase III as agreed or damages, except 
indirect, consequential, special, or punitive.  Concessionaire acknowledges and 
agrees that the extended time to cure and limitation of County’s remedies apply 
only to Section 1.2.4 pertaining to the commencement and completion of Phase III.

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IV. 
NOTICES, CURRENT ADDRESSES, AND POINTS-OF-CONTACT 
 
The contact information for the Concessionaire listed in Section 5.16 of the UMA is hereby deleted 
in its entirety and replaced with the following: 
 
County: 
 
 
Maricopa County Parks and Recreation Department 
 
 
 
 
Attn: R.J. Cardin 
 
 
 
 
41835 N. Castle Hot Springs Road 
 
 
 
 
Morristown, AZ 85342 
 
 
 
 
Telephone: 602-506-9500 
 
 
 
 
E-mail: rj.cardin@maricopa.gov 
 
Concessionaire:   
EPR Parks, LLC 
Attn: Mr. Paul Turvey 
809 Walnut, Suite 200 
Kansas City, MO 64016 
Telephone: 816-472-1700 
E-mail: info@eprkc.com 
 
 
With a copy to: 
 
Stinson Leonard Street, LLP 
 
 
 
 
 
Attn: Mr. Robert Faulkner 
 
 
 
 
7700 Forsyth Blvd, Suite 1100 
 
 
 
 
St. Louis, MO 6301-1821 
 
 
 
 
Telephone: 314-259-4530 
 
 
 
 
E-mail: Robert.faulkner@stinson.com 
 
The following contact information for the Sub-Concessionaire is added by this Amendment Four: 
 
Sub-Concessionaire:  
Six Flags Phoenix, LLC 
Attn: Donald Spiller 
4243 w. Pinnacle Peak Rd 
Glendale, AZ 85310 
Telephone: 623-760-9566 
E-mail: dSpiller@sftp.com 
 
V. 
EXHIBIT 1.1A – COMPLEX SITE PLAN AND LEGAL DESCRIPTION 
 
The legal description of Parcel 2 of the Complex set forth on Exhibit 1.1A of the UMA is hereby 
deleted in its entirety and replaced with the legal description and depiction of the property set forth 
on Exhibits “A” and “B,” attached hereto and made a part hereof.  
 
VI. 
REMAINING TERMS OF AGREEMENT 
 
The foregoing paragraphs contain all the changes made by this Amendment Four.  All other terms 
and conditions of the UMA shall remain unchanged and in full force and effect.

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THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGES FOLLOW

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IN WITNESS WHEREOF, County and Concessionaire have executed this Amendment Four as 
of the dates set forth below. 
 
 
 
 
 
 
 
COUNTY: 
 
MARICOPA COUNTY, a political subdivision of 
the State of Arizona  
 
 
 
 
 
 
 
 
 
 
 
 
____________________________________ 
Clint Hickman 
Chairman, Board of Supervisors        Date 
 
 
 
ATTEST 
 
 
____________________________________ 
Clerk of the Board of Supervisors      Date 
 
 
Approved as to Form: 
 
 
____________________________________ 
Deputy County Attorney 
 Date 
 
 
ACKNOWLEDGEMENT OF COUNTY 
 
STATE OF ARIZONA 
) 
) SS. 
COUNTY OF MARICOPA 
) 
The foregoing instrument was acknowledged before me this ___ day of 
__________________, 20__, by ______________________, the Chairman of the Board of 
Supervisors, on behalf of Maricopa County, Arizona. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notary Public (signature) 
 
 
 
My Commission Expires: ______________

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CONCESSIONAIRE: 
 
EPR Parks, LLC, a Delaware limited liability company 
 
 
 
_____________________________ 
By: 
 
 
 
Date 
 
 
_____________________________ 
Name: 
 
 
_____________________________ 
Title: 
 
 
ACKNOWLEDGEMENT OF CONCESSIONAIRE 
 
 
STATE OF  
 
) 
) SS. 
COUNTY  
 
) 
The foregoing instrument was acknowledged before me this  
 day of  
 
, 20__, by  
 
 
 
 
, the   
 
 
 
of 
EPR PARKS, LLC, a Delaware limited liability company, for and on behalf of EPR PARKS, 
LLC. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notary Public (signature) 
 
 
 
My Commission Expires: ______________

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EXHIBIT A

Amendment Four to UMA, Six Flags Hurricane Harbor  
 
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EXHIBIT B