AMENDMENT 7 UMA JUNIOR NATIONAL FOUNDATION.PDF

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AMENDMENT SEVEN 
TO 
USE MANAGEMENT AGREEMENT 
BETWEEN 
MARICOPA COUNTY 
AND 
JUNIOR NATIONAL FOUNDATION 
C-30-04-027-1-08 
This Amendment Seven to Use Management Agreement (“Amendment Seven”) is entered into 
between Maricopa County, a political subdivision of the state of Arizona (“County”), and Junior 
National Foundation, a domestic nonprofit corporation, an assignee from Southwest Golf 
Management, LLC (“Concessionaire”). County and Concessionaire are collectively referred to as 
“Parties” or individually as a “Party.” 
 
RECITALS 
 
WHEREAS, the County through a series of land patents with the U.S. Department of the 
Interior Bureau of Land Management (“BLM”) (02-66-0070 dated December 30, 1965; 02-72-0037 
dated December 9, 1971; 02-76-0037 dated July 28, 1976); Warranty Deeds; and State Land 
Patents (6352,6353 and 6354 dated February 27, 1976) became entitled to use of the lands 
described as a recreational park and related facilities, which lands are currently known as Estrella 
Mountain Regional Park (“Park”); and 
 
WHEREAS, the County entered into Amendment Three to Estrella Mountain Park Golf 
Course Use Management Agreement (“UMA”) for the Management, Operation, Maintenance, and 
Improvement of the Golf Course Concession – Tres Rios Golf Course at Estrella Mountain Park 
Formerly Known as Estrella Mountain Park Golf Course dated March 16, 2011 (C-30-04-027-1-01), 
which amended and restated the Use Management Agreement dated March 12, 1997 (C-30-99-
005-1-01), as amended; and 
         
WHEREAS, on April 25, 2012, the County approved the assignment of the UMA from 
Textron Financial Corporation and SPE Go Holdings, Inc to Tres Rios Golf, LLC (C-30-12-032-3-
00); and, 
 
WHEREAS, on August 17, 2016, the County and Tres Rios Golf, LLC entered into 
Amendment Four (“Amendment Four”) to the UMA (C-30-04-27-1-02); and   
 
WHEREAS, on September 16, 2020, Maricopa County approved the assignment of the UMA 
from Tres Rios Golf, LLC to Southwest Golf Management, LLC (C-30-04-027-1-03) as the result of 
a solicitation (#210127-RFP Request for Proposals for Use Management Agreement for the Tres 
Rios Golf Course) by the County on August 24, 2020, and August 25, 2020; and 
 
WHEREAS, on September 16, 2020, the County and Southwest Golf Management, LLC 
entered into Amendment Five (“Amendment Five”) to the UMA (C-30-04-027-1-05) (Amendment 
Four, Amendment Five and the UMA collectively referred to as the “Agreement”) to set up a reserve 
fund, conduct a Phase I Environmental Study, revise the term, and the payment schedule; and

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WHEREAS, on July 14, 2021, the County approved the assignment of the Agreement from 
Southwest Golf Management, LLC to Junior National Foundation (C-30-04-027-1-06); and 
 
WHEREAS, on November 16, 2022, the County and Junior National Foundation entered 
into Amendment Six to the Agreement (“Amendment Six”) for the development, operation, 
maintenance, management, and improvement of a new 18-hole golf course, among other things, 
and did not convey any interest in land or any property rights; and 
 
WHEREAS, on November 16, 2022, the County approved the Estrella Mountain Regional 
Park Master Plan Amendment to add the 18-hole golf course and modifications to the multiple use 
trails; and 
 
WHEREAS, Concessionaire has notified County that it is unable to complete all of the 
improvements as required in Amendment Six due to development impediments; and  
 
WHEREAS, the County and the Concessionaire desire to enter into this Amendment Seven 
with the understanding that all other provisions of the Agreement and applicable previous 
amendments not otherwise revised herein shall remain in full force and effect. 
 
AGREEMENT 
 
 
NOW, THEREFORE, in consideration of the foregoing and other good and valuable 
consideration, receipt, and sufficiency of which are hereby acknowledged, County and 
Concessionaire hereby agree as follows: 
 
 
I. 
INCORPORATION OF RECITALS 
 
 
The Recitals set forth above are hereby incorporated into this Amendment Seven. 
 
II. 
GENERAL TERMS 
 
 
1. 
Effective Date.  The effective date of this Amendment Seven shall be the date 
executed by Maricopa County (“Effective Date”). 
 
2. 
Concessionaire has notified County that it is not able to timely complete the 
improvements required in Amendment Six due to development impediments. The 
County hereby grants a reasonable extension of the timeline of two (2) years for 
Concessionaire to complete such improvements pursuant to Attachment A – 
Improvement Phasing Schedule – Amended (Amendment Seven), defined 
herein.  
 
3. 
Attachment A – Improvement Phasing Schedule - Amended for Amendment Six is 
deleted in its entirety and replaced with Attachment A – Improvement Phasing 
Schedule – Amended (Amendment Seven), attached hereto and incorporated 
herein by this reference. 
 
4. 
Section II.2.D of Amendment Six is hereby deleted in its entirety and replaced with 
the following:

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If the Concessionaire has not completed improvements as required in Attachment A 
and/or Attachment C this Amendment Seven shall be null and void, unless extended 
per Section II.2.E herein, and the Reserve Account shall be forfeited to the County.   
 
 
5. 
Section II.2.E of Amendment Six is hereby deleted and replaced with the following: 
 
E. If Concessionaire concludes, in its reasonable judgment, that it will be unable to 
build all of the improvements listed on Attachment A and/or Attachment C, 
and/or develop and use a significant portion of the Complex due to development 
impediments, then the Concessionaire shall immediately notify County, and, in 
the County’s sole discretion, either:  
1) The County shall decide to allow Concessionaire to immediately cease to 
use the portion of the Complex that cannot be developed and, within sixty 
(60) calendar days of Concessionaire’s notification to the County, the 
Parties shall amend this Agreement to reflect the reduction in the size of 
the Complex and the revised Projects; or 
2) The County may, in its sole discretion, grant a reasonable extension of the 
timeline, not to exceed a total of four (4) years; or  
3) The County may terminate this Amendment in accordance with Section 
2.7, 6.4 or any other pertinent provision of the Agreement and the Reserve 
Account shall be forfeited to the County. 
 
6. 
Section II.2.F of Amendment Six is hereby deleted and replaced with the following: 
 
If the Projects are not completed by Concessionaire pursuant to Attachment A 
and/or Attachment C, or as may be extended (as noted in Section II.2.D herein), the 
Reserve Account identified in Section II.2.A herein, shall be forfeited to the County. 
 
7. 
This Agreement is subject to cancellation pursuant to the provisions of A.R.S. §38-
511. 
 
8. 
Capitalized terms used in this Amendment Seven without definition shall have the 
meanings assigned to such terms in the Agreement unless the context expressly 
requires otherwise. 
 
9. 
This Agreement, as amended, may be executed in two or more counterparts, each of 
which shall be deemed an original but all of which together shall constitute one and 
the same instrument. Electronic signatures shall have the same force and effect as 
original signatures. 
 
10. 
The foregoing paragraphs contain all the changes made by this Amendment Seven.  
All other terms and condition, other than as revised in this Amendment Seven, shall 
remain unchanged and in full force and effect. 
 
 
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment Seven to be 
executed by their duly authorized representatives. 
 
JUNIOR NATIONAL FOUNDATION 
 
 
____________________________________

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Principal 
Date 
 
 
 
 
MARICOPA COUNTY 
 
 
 
 
 
____________________________________  
Chairman 
Board of Supervisors 
 
 
 
 
 
 
 
 
ATTEST 
 
____________________________________  
Clerk of the Board  
 
 
Date 
 
 
 
 
Approved as to Form: 
 
 
 
 
 
____________________________________  
Deputy County Attorney  
 
 
Date

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ATTACHMENT A 
Improvement Phasing Schedule – Amended (Amendment Seven) 
 
Phasing Schedule  
Approximate 
Valuation 
Years 
Description 
 
Phase I 
2020-2022 
Clubhouse, 
Golf 
Course 
Restroom, 
Bunker Renovations, Cart and Equipment 
Lease. 
$1,300,000 
Phase II 
2022-2025 
Extensive Golf Course Improvements, 
Junior National Golf Association Training 
Facility, Maintenance Yard. 
$1,500,000  
Phase III 
2024-2027 
New 18-hole championship golf course.  
5,000 sf Junior Resource Center. 
Expand or new Golf Maintenance facility. 
New 
and 
remodeled 
golf 
course 
restrooms. 
Renovated and improved on golf course 
electrical and irrigation buildings. 
$12,000,000 
Phase IV 
2028-2030 
20,000 
sf 
new 
clubhouse 
with 
underground cart storage. 
$14,000,000