AMENDMENT FIVE EPR PARKS SIX FLAGS PHX.PDF

AMENDMENT FIVE
TO
USE MANAGEMENT AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
EPR PARKS, LLC,
AS SUCCESSOR IN INTEREST TO
HARVEST FAMILY ENTERTAINMENT - ARIZONA, LLC

C-30-08-034-1-09
RECITALS

WHEREAS, pursuant to that certain unrecorded Use Management Agreement, dated June
18, 2008, between Maricopa County, a political subdivision of the State of Arizona (“County”),
and EPR Parks, LLC, a Delaware limited liability company (“Concessionaire”), as successor in
interest to 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; (ii) Amendment Two to Use Management Agreement, dated June
23, 2010; (iii) Amendment Three to Use Management Agreement, dated November 20, 2013: and
(iv) Amendment Four to Use Management Agreement, dated March 30, 2021 (collectively, the
“UMA”), County granted Concessionaire an exclusive right to operate, manage, maintain, expand
and improve a portion of the Joint Use Property; and

WHEREAS, County, and Concessionaire now desire to enter into this Amendment Five to

the UMA (“Amendment Five”) to revise the development completion date for Phase III of the
Complex to no later than March 30, 2027.

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:

L INCORPORATION OF RECITALS
The Recitals, by this reference, are hereby incorporated into this Amendment Five.
Il. DEFINED TERMS

Capitalized terms in this Amendment Five, unless stated otherwise, have the same meaning as set
forth in the UMA.

Il. DEVELOPMENT
Section 1.2.4 of the UMA, as revised in Amendment Four, is hereby deleted in its entirety and

replaced with the following:

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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 | 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 no
later than March 30, 2027. 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 Five regarding
the timing requirements of this Section 1.2.4 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.
During the time prior to completion of the Phase III development, Concessionaire
shall, at its own cost and expense, maintain the undeveloped area and the fence,
including removing weeds, and protect the wellhead from damage. Concessionaire
may require Sub-Concessionaire to maintain such area and fence, provided,
however that the ultimate responsibility for such maintenance is Concessionaire’s.

IV. CANCELLATION

This Amendment Five is subject to cancellation pursuant to the provisions of A.R.S. §38-511.

Ve CERTIFICATION PURSUANT TO A.R.S. §35-394

Concessionaire warrants and certifies that it does not currently, and agrees for the duration of UMA
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 UMA that the Concessionaire is not in
compliance with this paragraph, the Concessionaire shall notify the County within five (5) 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 County of its noncompliance, this UMA shall terminate unless the term
of this UMA shall end prior to said one hundred eighty (180) day period.

VI. COUNTERPARTS

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This Amendment Five may be executed in any number of counterparts, all such counterparts shall
be deemed to constitute one and the same instrument, and each of said counterparts shall be
deemed an original hereof. Electronic signatures shall have the same force and effect as original
signatures.

VII. REMAINING TERMS OF AGREEMENT

The foregoing paragraphs contain all the changes made by this Amendment Five. All other terms
and conditions of the UMA shall remain unchanged and in full force and effect.

IN WITNESS WHEREOPF, County and Concessionaire have executed this Amendment Five as
of the last date set forth below.

COUNTY:

MARICOPA COUNTY, a political subdivision of
the State of Arizona

Chairman, Board of Supervisors Date

ATTEST

Clerk of the Board of Supervisors — Date

Approved as to Form:

Deputy County Attorney Date
CONCESSIONAIRE:
we pee a Delawecs limited liability company
VY 02/21/2024
a Date
Paul Turvey
Name:

Vice President
Title:

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