COMPLETED BOARD ORDER�"yh�35
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No: A 11144
a. Approve Amendment No. 3 extending the Management Agreement
Interim Agreement") between Forever Resorts, doing business as
Monterey Lake Resorts and Marinas, LLC", and the County of
Monterey one year to operate the resort businesses at Lake Nacimiento
and Lake San Antonio until April 23, 2011; and
b. Authorize the Board Chair to sign Agreement Amendment No. 3.
Upon motion of Supervisor Parker, seconded by Supervisor Armenta, and carried by those
members present, the Board hereby:
a. Approved Amendment No. 3 extending the Management Agreement Interim Agreement")
between Forever Resorts, doing business as Monterey Lake Resorts and Marinas, LLC",
and the County of Monterey one year to operate the resort businesses at Lake Nacimiento
and Lake San Antonio until April 23, 2011; and
b. Authorized the Board Chair to sign Agreement Amendment No. 3.
PASSED AND ADOPTED this 13th day of April, 2010, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, Potter
NOES: None
ABSENT: None
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in
the minutes thereof of Minute Book 75 for the meeting on April 13, 2010.
Dated: April 14, 2010 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
Deputy
BIB]
40285-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90656-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
SIGNED BOARD REPORTX��"yj�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: April 13, 2010 Consent AGENDA NO.: Is-
SUBJECT: a. Approve Amendment No. 3 extending the Management Agreement
Interim Agreement") between Forever Resorts, doing business as
Monterey Lake Resorts and Marinas, LLC", and the County of Monterey
one year to operate the resort businesses at Lake Nacimiento and Lake
San Antonio until April 23, 2011; and
b. Authorize the Board Chair to sign Agreement Amendment No. 3.
DEPARTMENT: Parks Department and Water Resources Agency
RECOMMENDATION:
It is recommended that the Board of Supervisors:
a. Approve Amendment No. 3 extending the Management Agreement Interim
Agreement") between Forever Resorts, doing business as Monterey Lake Resorts and
Marinas, LLC", and the County of Monterey one year to operate the resort businesses at
Lake Nacimiento and Lake San Antonio until April 23, 2011; and
b. Authorize the Board Chair to sign Agreement Amendment No. 3.
SUMMARY/ DISCUSSION:
On April 22, 2008, the Board of Supervisors approved an Interim Management Agreement with
Forever Resorts for that entity to manage and operate, on a trial basis, the County owned County
Park facility resorts at Lake San Antonio and Lake Nacimiento
The purpose of the Interim Agreement was to provide for a trial operating period to establish a
working relationship with Forever Resorts. At the expiration of the Interim Agreement,
Forever's performance will be evaluated to determine whether it will be in the County's best
interest to modify, extend, or terminate the Interim Agreement. Due to unforeseen circumstances
for both parties, the past two year's resort operation has been a learning experience for Forever
Resorts and the County Parks Department. To maintain continuity, it is recommended that the
Board of Supervisors approve a one year extension to the Agreement until April 23, 2011.
Drought conditions and continued infrastructure repairs have resulted in reduced revenue at both
Lakes in recent years and have not contributed to an appropriate evaluation of Forever's
management of the resorts. Fortunately, recent above average rainfall has significantly raised
water levels at both reservoirs to the 62% at Lake Nacimiento and 54% at Lake San Antonio, and
significant infrastructure improvements, such as a new marina, parking lot, restroom &
campground refurbishments, and fish cleaning station, will add to visitors' positive experience
this season and a better ability to evaluate Forever's potential. Therefore, extending an
additional year should enable the County to determine if a long term relationship with Forever
Resorts is warranted.
BIB]
40285-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90657-U03
C10-U03
BOARD-U03
REPORTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
SIGNED BOARD REPORTX��"yj�OTHER AGENCY INVOLVEMENT:
In addition to the Parks Department and Water Resources Agency, County Administrative
Office, and County Counsel are in support of this recommendation.
FINANCING:
Under the proposed extension Amendment to the Agreement, the County receives revenue or
reimburses Forever Resorts for Net Operating Income/Expenses. In addition, the County pays a
management fee in the amount not to exceed a total of 4.9% of the annual gross revenues.
Annual gross revenue, as defined, does not include the County's operation of camping, day use,
and boating. Assuming anticipated 2010 water level stays at, or exceeds, 60-65% of capacity,
and with the economy on an upswing) the upcoming 2010 season is anticipated to show a
significant increase in visitation numbers. Sufficient appropriations have been requested for
the Fiscal Year 2010-11 Parks Lake Resorts Fund 004 for the anticipated cost of operations
including debt service coverage and reimbursement to the Water Resources Agency for clean up
costs.
For FY 2009-10 drought conditions and continued infrastructure repairs have resulted in reduced
revenues at the Lakes. The Parks Department is currently working on a separate report to be
presented to the Board's Budget Committee detailing the impacts of this situation.
Prepared and Approved by: Approved by:
inio 8 7 5 95 is Weeks 83 755-4896
anger/Par s D' ctor Water Resources, General Mgr.
775-j/0 Date: 4/ 7
Attachment: Attachment A Interim Management Agreement is on file with the clerk to the
Board
Amendment #3 to Agreement
BIB]
40285-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90657-U03
C10-U03
BOARD-U03
REPORTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AMENDMENT NO. 3X��"ym�AMENDMENT #3 TO AGREEMENT
COUNTY OF MONTEREY AND FOREVER RESORTS
THIS AMENDMENT is made to the AGREEMENT to operate the resort businesses at Lake
Nacimiento and Lake San Antonio dated April 22, 2008, by and between Monterey Lake Resorts
and Marinas, LLC, hereinafter referred to as Forever Resorts", and the County of Monterey, a
political subdivision of the State of California, hereinafter referred to as County".
WHEREAS, County and Forever Resorts wish to amend the AGREEMENT to extend its term
for another full year from its original termination date and to clarify the actions of the parties;
NOW, THEREFORE, the County and Forever Resorts hereby agree to amend the
AGREEMENT in the following manner:
1 The original AGREEMENT, as previously amended, shall be amended by deleting the
original Paragraph/Section 2-term provision: This Agreement shall be in full force and
effect, commencing April 22, 2008 and ending at midnight on April 22, 2010", and it
shall be replaced in its entirety with the following: This Agreement shall be in full
force and effect, commencing April 22, 2008 and ending at midnight on April 23,
2011."
3. Accept as provided herein, all remaining terms, conditions and provisions of the
AGREEMENT are unchanged and unaffected by this Amendment and shall continue in
full force and effect as set forth in the AGREEMENT.
4. A copy of the Amendment #3 shall be attached to the original AGREEMENT dated April
22, 2008, Amendment #1 dated April 23, 2009, and Amendment #2 dated June 23, 2010.
IN WITNESS WHEREOF, the parties have executed the Amendment on the day and year
written below.
MONTEREY COUNTY MONTEREY LAKE RESORTS AND
MARINAS, LLC
Chair, Board of Supervisors
Dated
By
Company Representative
Printed Name
Dated
APPROVED AS TO FORM:
COUNTY COUNSEL
By: Deputy County Counsel
Date
BIB]
40285-U01
AMENDMENT-U02
NO.-U02
3-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90658-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREENiiFN"1-
INTERIM MANAGEMENT AGREEMENT
This Interim Management Agreement hereinafter the Agreement") is made as of this day
of April 2008 by and between the County of Monterey and the Monterey County Water
Resources Agency hereinafter collectively referred to as County"), whose principal address is
168 West Alisal Street 311 Floor Salinas, California hereinafter referred to as the COUNTY"), and
MONTEREY LAKES RESORTS & MARINAS, L.L.C., a California limited liability company and Forever
Resort, whose principal address is 7501 E. McCormick Parkway, Scottsdale, Arizona 85258
hereinafter referred to as Contractor").
RECITALS:
WHEREAS, the County has invited proposals through a Request for Information
#10047 hereinafter referred to as the RFI) to obtain responses from qualified managers to
operate certain recreational facilities at both Lake Nacimiento and Lake San Antonio, which are
owned by the County; and
WHEREAS, the Contractor submitted a written proposal in response to the RFI to
management services; and
WHEREAS, the County determined that the Contractor's written proposal was
responsive, responsible, and in the best interests of the County; and
WHEREAS, the County operates the two 2) reservoirs for the primary purposes of
groundwater recharge and flood-control, and these purposes will always take precedence over
recreation related businesses at the reservoirs, the Contractor must always take these two 2)
purposes into consideration in planning and implementing business operations requested by
the County, and
WHEREAS, non-water dependent recreational activities are less likely to be impacted by
reservoir operations, the County supports and encourages their development, and
WHEREAS, the Contractor represents that it has the expertise, experience, and
capabilities to provide the business management, finance, product strategy, and has been
successful in operating resorts such as those available at other existing public and private
resorts where reservoir water levels are subject to substantial changes caused by weather
and/or man made actions, and other matters relating to the business operations requested by
the County in the RFI in a timely and professional manner, which could result in a temporary
withdrawal of marina activities and related services, upon notice to the County and subsequent
approval and
WHEREAS, the Contractor has over twenty-five 25) years of experience in marina and
lodging property operations throughout the United States. Contractor operates in several
locations throughout the State of California such as Trinity Lake U.S. Forest Service), Oak
Bottom and Brandy Creek Marinas in the Whiskeytown National Recreation Area National Park
Service), and Lake Don Pedro and Moccasin Point Marina on Lake Don Pedro Don Pedro
Recreation Agency and the Turlock Irrigation District and Modesto Irrigation District).
WHEREAS, the Contractor's team is a made up of a strong network of well-trained and
dedicated professionals in the resort and marine industry, employing fifteen 15) Certified
Marina Managers, five 5) of which are located within California.
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEMENT
WHEREAS, the Contractor is committed to environmental leadership through its
participation in the U.S. Environmental Protection Agency National Environmental Performance
Track Program with twenty-five 25) of the operations earning this certification.
WHEREAS, the COUNTY desires to avail itself of the expertise of Contractor in the
aforesaid areas, in which it acknowledges the expertise of Contractor as a Resort/Marina
Operator.
NOW, THEREFORE, it is the Parties intent that the above recitals be a substantive part
of the consideration for this Agreement in consideration of the mutual covenants and
agreements hereinafter contained, it is agreed by and between the parties hereto as follows:
AGREEMENT
1. APPOINTMENT
The COUNTY hereby appoints CONTRACTOR to be the Operator to provide the resort
management services to the COUNTY as described in Paragraph 3 for the resort operations at
Lake San Antonio and Lake Nacimiento during the term of this Agreement.
2. TERM
This Agreement shall be effective as of the date it is authorized by the COUNTY and shall
continue until such time as a formal Management Agreement is negotiated and finalized
between the COUNTY and the CONTRACTOR or March 31, 2009 whichever comes first.
3. SERVICES AND OPERATIONS
CONTRACTOR agrees that during the term of this Agreement it will provide to the COUNTY, by
and through its officers, employees, and representatives, management services hereinafter
referred to as Services") for the COUNTY operations located at Lake San Antonio and Lake
Nacimiento as follows:
a) CONTRACTOR will provide, operate and maintain visitor services as directed
by the COUNTY, to such an extent and in a manner considered satisfactory
by the COUNTY, including but not limited to having one 1) General Manager,
one 1) Marina Manager, and one 1) Operations Manager with the General
Manager living on-site at either of the two 2) lake properties/resort
operations. Neither, the Operations Manager nor the Marina Manager will be
required to live on site, but only to reside within the area. The COUNTY shall
only provide one housing unit. The COUNTY shall provide CONTRACTOR the
use of both the real and personal property buildings, facilities, structures,
equipment and inventory) as described within Attachment-A for providing,
operating and maintaining visitor services during the term of this
Agreement.
b) CONTRACTOR will be responsible for human resources management of the
resort operations. Human resources management will include recruiting,
selection, hiring, retention, termination, and overall employee management.
Employees of the operations will be employees of the CONTRACTOR.
Employee benefits will be based on the CONTRACTOR's Employee Benefit
Policy.
2
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGRELI`'iE`i
c) All rates and charges to the public by CONTRACTOR for visitor services will
be reasonable and appropriate for the type and quality of facilities,
equipment and products provided. CONTRACTOR will propose rates/pricing
for visitor services and the COUNTY will review and approve the final
rates/pricing charged to the visitors prior to implementation.
d) In all phases of CONTRACTOR's services and management, CONTRACTOR
recognizes and agrees that COUNTY has and maintains absolute entitlement,
to use of, and release of all waters within the respective reservoir. Further
that COUNTY will from time to time as it solely deems necessary release or
add water to each reservoir, and it is agreed may do so without regard to the
effect, if any, as to CONTRACTOR's revenue, income or profit, whether gross
or net.
e) CONTRACTOR recognizes and agrees that each reservoir was built,
maintained and operated for the purpose of water conservation and flood
control, regardless of any statements recorded or documented to the
contrary.
f) CONTRACTOR agrees that its management will be guided and directed in
such a fashion to take every opportunity to render COUNTY facilities and
operations less dependent on the reservoir levels.
g) CONTRACTOR agrees that any additional services initiated by the
CONTRACTOR under this Agreement will be negotiated on a case-by-case
basis and documented in the form of a written addendum to this Agreement,
approved by both parties.
h) CONTRACTOR agrees to bring forth as deemed necessary recommendations
to upgrade existing services and/or facilities to further advance pre-existing
or existing recreational services.
i) CONTRACTOR has the right to place houseboats only on Lake San Antonio in
Monterey County for the first operating year, at no cost to the COUNTY. To
the extent that there may be revenue generated from houseboat rentals in
the first year, CONTRACTOR would retain such revenue. COUNTY will not pay
Management Fees on houseboat revenues in the first year. At the end of the
first year, CONTRACTOR and COUNTY will review the houseboat usage and
cost results, and discuss the potential to continue or increase the houseboat
rental program in future years, which shall be solely at the COUNTY's option.
4. ALCOHOLIC BEVERAGE LICENSES
Included in the COUNTY's acquisition of the assets of the previous operator of both resorts, the
COUNTY acquired six 6) State of California, Department of Alcoholic Beverage Control Licenses
hereinafter referred to as Licenses"), identified as follows:
a) Lake Nacimiento Water World Resorts)
Permit #20-12923 Off Sale Beer and Wine Store
Permit #20-1 2926 Off Sale Beer and Wine Marina
Permit #41-16597 On Sale Beer and Wine Eating Place
3
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEMENT
b) Lake San Antonio Resorts
Permit #20/41-271152 Off Sale Beer and Wine Marina/Eating Place
Permit #20-271 1 50 Off Sale Beer and Wine South Shore Store
Permit #20-271151 Off Sale Beer and Wine North Shore Store
Under this Agreement the herein described Licenses will be transferred to the CONTRACTOR,
and are to be used by the CONTRACTOR to provide the Services for the COUNTY operations at
each of these locations during the term of this Agreement. Upon termination of this
Agreement, CONTRACTOR hereby agrees to transfer the aforementioned Licenses standing in
CONTRACTOR's name to such other party so designated by the COUNTY to assume the
management services herein provided. Any and all revenues by CONTRACTOR from the sale of
all alcoholic beverages under these Licenses shall be retained by the CONTRACTOR as the sole
property of CONTRACTOR and shall not be deposited into the Operating Account.
CONTRACTOR shall maintain a separate accounting for all such revenues. The COUNTY shall
have no interest, whatsoever, in the revenues from the sale of alcoholic beverages.
5. MANAGEMENT FEE
In consideration of the services defined in Paragraph 3, the COUNTY agrees to pay monthly as
invoiced by CONTRACTOR a fee of 3.735% hereinafter referred to a~ the Management Fee") of
the Gross Receipts Revenues"), excluding those revenues derived from a s--ale-of all alcoholic
beverages under Section 4 of this Agreement, of each operation as outlined within Attachment-
B. The Management Fee will be charged monthly to the financial statements of each resort
operation, or as directed by the COUNTY. The Management Fee will begin with the
commencement of this Agreement and will be paid to CONTRACTOR during the term of this
Agreement. The Management Fee will be paid by theme h day of the following month for the
prior month's Gross Receipts. If Revenues, excluding those Revenues derived from the sale of
all alcoholic beverages under Section 4 of this Agreement, exceed actual expenses
CONTRACTOR agrees to forward those additional revenues to the County on a monthly basis
and within thirty 307-days of the following month.
In addition to the a-nagem nt Fee,-the C-ounty will reimburse CONTRACTOR for-alLQ.peiating
expenses net of revenues.-and cosLof-goods. For the purpose of this Agreement, the term
Operating Expenses" shall mean the amounts paid or payable by CONTRACTOR in connection
with the services provided for in Paragraph 3, including, without limitation, all costs associated
with ordinary operations. All reimbursements for Operating Expenses shall be made monthly in
accordance with he COUNTY approved operating budget for the resort operations. Parties
understand and agree that the services provided by CONTRACTOR may be curtailed depending
on the priority of use of the reservoirs herein set forth, which may result in ongoing Operating
Expenses that are to be reimbursed to the CONTRACTOR by the COUNTY. To the extent that-the
3.735% Management Fee exceeds a total of 4.9%, all Revenues in the amoexc ee ding the
49% shall be divi ed in the following manner, all Revenues related to alcoholic beverage sales
will be retained by the CONTRACTOR, all remaining excessive Revenues will be retained by the
WUNTY, and or credit towards the Manage Eee_due to the CONTRACTOR.
6. CONTRACTORS FACILITIES AND EQUIPMENT USED IN OPERATION
a) The COUNTY will assign facilities and equipment to CONTRACTOR for the
purposes of this Agreement with rights to review and inspect those areas as
desired as outlined within Attachment-A. CONTRACTOR will not be
authorized to construct any Capital Improvements without the prior written
approval of the COUNTY. CONTRACTOR will not receive any compensable
4
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEMENT
interest in assigned facilities or approved capital improvements unless
approved in writing by the COUNTY.
b) The COUNTY will provide to CONTRACTOR all of the personal property,
including without limitation removable equipment, furniture and goods for
operation under this Agreement as outlined within Attachment-C.
c) The cost of capital and personal property assets acquired will be borne by
the COUNTY. The COUNTY is including within this Agreement as Attachment-
D, a list of those capital items that require attention and is in order of
priority as deemed required by the COUNTY as appropriate funding sources
are identified or become available.
d) The CONTRACTOR shall be responsible for all expenses related to
maintenance, repairs, housekeeping and grounds keeping related to
Facilities and Equipment as well as real and personal property owned by the
COUNTY, utilized by the CONTRACTOR while executing the requirements of
this Agreement. Such expenses shall be a part of the Operating Expenses.
e) Provided housing under this Agreement for CONTRACTORS one required on-
site manager use shall not be allocated from existing rental property, and/or
any additional rental property that may be added after the date of execution
of this Agreement. With the exception of the one unit provided to the
CONTRACTOR by the County, housing expenses are not considered nor
covered as part of the Operating Expenses. CONTRACTOR shall be
responsible for any and all utility charges in connection to the one County
provided unit. This does not exclude the opportunity for the CONTRACTOR
to add additional units at their own cost with prior written County approval.
f) The COUNTY reserves the right of use of the resort facilities for official
county business, at no cost, as long as such use does not interfere or reduce
existing revenue generating activities.
g) The COUNTY furthermore reserves the right to use any occupied space
and/or facility, and CONTRACTOR agrees to perform the administrative task
of notifying and removing the current occupants' with a thirty 30) day
written notice. COUNTY agrees to pay CONTRACTOR the current rental rate
for the space and/or facility under these circumstances.
h) CONTRACTOR agrees to extend to on-site county Parks and Water Resources
Agency) employees any and all discounts that are provided to
CONTRACTORS staff, as long as such use does not interfere or reduce
existing revenue generating activities. However, this shall not include the
use of CONTRACTOR's houseboats so long as such houseboats are excluded
from the revenue used to calculate the Management Fee.
7. ASSIGNMENT
Neither party shall assign, sell, mortgage, hypothecate, or otherwise transfer its interest or
obligations in this Agreement without the prior written consent of the other party. None of the
services covered by this Agreement shall be subcontracted without the prior written consent of
the COUNTY. Notwithstanding any such subcontract, the CONTRACTOR shall continue to be
liable for the performance of all requirements of this Agreement.
5
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEMENT
8. INDEMNIFICATION
8.1 CONTRACTOR shall indemnify, defend, and hold harmless the COUNTY, its
officers, agents, and employees, from and against any and all claims, liabilities, and losses
whatsoever including damages to property and injuries to or death of persons, court costs, and
reasonable attorneys' fees) occurring or resulting to any and all persons, firms or corporations
furnishing or supplying work, services, materials, or supplies in connection with the
performance of this Agreement, and from any and all claims, liabilities and losses occurring or
resulting to any person, firm or corporation for damage, injury or death arising out of or
connected with CONTRACTOR's performance of this Agreement, unless such claims, liabilities,
or losses primarily caused by the sole negligence or willful misconduct of the COUNTY.
CONTRACTOR's performance" includes CONTRACTOR's action or inaction and the action or
inaction of CONTRACTOR's officers, employees, agents and subcontractors.
8.2 COUNTY will, to the extent allowable by law, indemnify CONTRACTOR, its owners,
officers, employees, contractors and agents against all claims, liabilities, costs, fees, expenses,
damages and liabilities including reasonable attorneys' fees and costs) associated with any
third party claim relating to or arising as a result of using or being omitted from using the
services to be provided by CONTRACTOR or COUNTY'S use of the properties to be managed by
the Contractor, except to the extent i) CONTRACTOR is obligated to indemnify COUNTY
pursuant to this Section 7.1 or ii) the liability was primarily caused by the negligent acts or
omissions or willful misconduct of CONTRACTOR's employees, contractors or agents in
performing the services as finally adjudicated by a court of law.
8.3 Neither COUNTY nor CONTRACTOR will be liable for any delays or failures in
performance due to circumstances beyond either party's reasonable control or that may arise
out of or become the result of the priority uses of the reservoir.
9. INSURANCE
9.1 Evidence of Coverage. Prior to commencement of this Agreement, the
CONTRACTOR shall provide a Certificate of insurance" certifying that coverage as required
herein has been obtained. Individual endorsements executed by the insurance carrier shall
accompany the certificate. In addition the CONTRACTOR upon request shall provide a certified
copy of the policy or policies.
This verification of coverage shall be sent to the COUNTY'S Contracts/Purchasing Department,
unless otherwise directed. The CONTRACTOR shall not receive a Notice to Proceed" with the
work under this Agreement until it has obtained all insurance required and such, insurance has
been approved by the COUNTY. This approval of insurance shall neither relieve nor decrease
the liability of the CONTRACTOR.
9.2 Qualifying Insurers. All coverage's, except surety, shall be issued by
companies which hold a current policy holder's alphabetic and financial size category rating of
not less than A-VII, according to the current Best's Key Rating Guide or a company of equal
financial stability that is approved by the County's Purchasing Manager.
9.3 Insurance Coverage Requirements. Without limiting CONTRACTOR's duty to
indemnify, CONTRACTOR shall maintain in effect throughout the term of this Agreement a
policy or policies of insurance with the following minimum limits of liability:
a) Commercial general liability insurance, including but not limited to
premises and operations, including coverage for Bodily Injury and Property
Damage, Personal Injury, Contractual Liability, Broadform Property Damage,
Independent Contractors, Products and Completed Operations, and liquor
6
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL ACREEMEf
liability with a combined single limit for Bodily Injury and Property Damage
of not less than $10,000,000 per occurrence.
b) Business automobile liability insurance, covering all motor vehicles,
including owned, leased, non-owned, and hired vehicles, used in providing
services under this Agreement, with a combined single limit for Bodily Injury
and Property Damage of not less than $1,000,000 per occurrence
c) Workers' Compensation Insurance, if CONTRACTOR employs others
in the performance of this Agreement, in accordance with California Labor
Code section 3700 and with Employer's Liability limits not less than
$1,000,000 each person, $1,000,000 each accident and $1,000,000 each
disease and policy aggregate.
d) Professional liability insurance, if required for the professional
services being provided, e.g., those persons authorized by a license to
engage in a business or profession regulated by the California Business and
Professions Code), in the amount of not less than $1,000,000 per claim and
$2,000,000 in the aggregate, to cover liability for malpractice or errors or
omissions made in the course of rendering professional services. If
professional liability insurance is written on a claims-made" basis rather
than an occurrence basis, the CONTRACTOR shall, upon the expiration or
earlier termination of this Agreement, obtain extended reporting coverage
tail coverage") with the same liability limits. Any such tail coverage shall
continue for at least three years following the expiration or earlier
termination of this Agreement.
e) Watercraft Liability Insurance, Protection and Indemnity insurance
with limits not less than $5,000,000 each occurrence combined single limit
for Bodily Injury and Property Damage, with respect to the ownership,
operation and maintenance of all watercraft.
f) Pollution Legal Liability Insurance, with limits not less than
$2,000,000 each incident/aggregate, with respect to Bodily Injury and
Property Damage or Remediation Costs arising from new or pre-existing
pollution incidents with a deductible not to exceed $ 10,000 per incident.
Should any of the required insurance be provided under a form of coverage that includes a
general annual aggregate limit or provides that claims investigation or legal defense costs are
included in the annual aggregate limit, such aggregate limit shall be double the
occurrence/incident limits specified above.
Should any required insurance lapse during the Agreement term; requests for payments
originating after such lapse shall not be processed until COUNTY receives satisfactory evidence
of reinstated coverage as required by this Agreement, effective as of the lapse date. If insurance
is not reinstated, COUNTY may, in its sole discretion, terminate this Agreement effective on the
date of such lapse of insurance, as a material breach of the CONTRACTOR's obligations.
Liability policies shall be endorsed or otherwise certified) to provide the following:
1 Name as additional insured's, COUNTY its officers, agents and employees
2. That such insurance is primary to any other insurance or self-insurance available to
the additional insured's with respect to claims covered under the required policies
and that coverage applies separately to each insured against whom claim is made
7
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEMENT
or suit brought, but the inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
All policies shall be endorsed to provide 30 days prior written notice except 10 days for non-
payment) of cancellation or endorsed reduction of coverage or limits to the following address:
County of Monterey
Contracts/Purchasing Division
168 West Alisal Street 3'd Floor
Salinas, CA 93901
Attn: Contracts/Purchasing Officer
9.4 Other Insurance Requirements. All insurance required by this Agreement
shall be with a company acceptable to the COUNTY and issued and executed by an admitted
insurer authorized to transact Insurance business in the State of California. Unless otherwise
specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if
the policy is not written on an occurrence basis, such policy with the coverage required herein
shall continue in effect for a period of three years following the date CONTRACTOR completes
its performance of services under this Agreement.
Each liability policy shall provide that the COUNTY shall be given notice in writing at least thirty
days in advance of any endorsed reduction in coverage or limit, cancellation, or intended non-
renewal thereof. Each policy shall provide coverage for CONTRACTOR and additional insured's
with respect to claims arising from each subcontractor, if any, performing work under this
Agreement, or be accompanied by a certificate of insurance from each subcontractor showing
each subcontractor has identical insurance coverage to the above requirements.
Commercial general liability and automobile liability policies shall provide an endorsement
naming the County of Monterey, its officers, agents, and employees as Additional Insured's with
respect to liability arising out of the CONTRACTOR'S work, including ongoing and completed
operations, and shall further provide that such insurance is primary insurance to any insurance
or self-insurance maintained by the COUNTY and that the insurance of the Additional Insured's
shall not be called upon to contribute to a loss covered by the CONTRACTOR'S insurance. The
required endorsement form for Commercial General Liability Additional Insured is ISO Form CG
20 10 11-85 or CG 20 10 10 01 in tandem with CG 20 37 10 01 2000). The required
endorsement form for Automobile Additional insured endorsement is ISO Form CA 20 48 02
99.
Prior to the execution of this Agreement by the COUNTY, CONTRACTOR shall file certificates of
insurance with the COUNTY'S contract administrator and COUNTY'S Contracts/Purchasing
Division, showing that the CONTRACTOR has in effect the insurance required by this
Agreement. The CONTRACTOR shall file a new or amended certificate of insurance within five
calendar days after any change is made in any insurance policy, which would alter the
information on the certificate then on file. Acceptance or approval of insurance shall in no way
modify or change the indemnification clause in this Agreement, which shall continue in full
force and effect. All insurers shall have a current A M Best rating of not less than A VII.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the
insurance coverage required under this Agreement and shall send, without demand by COUNTY,
annual certificates to COUNTY'S Contract Administrator and COUNTY'S Contracts/Purchasing
Division. If the certificate is not received by the expiration date, COUNTY shall notify
CONTRACTOR and CONTRACTOR shall have five calendar days to send in the certificate,
evidencing no lapse in coverage during the interim. Failure by CONTRACTOR to maintain such
8
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo �FINAL AGREEMENT
insurance is a default of this Agreement, which entitles COUNTY, at its sole discretion, to
terminate this Agreement immediately.
10. LEGAL, REGULATORY COMPLIANCE
This agreement and all operations hereunder by CONTRACTOR and the COUNTY shall be
subject to all applicable laws. CONTRACTOR shall comply with all applicable laws in fulfilling its
obligation under this Agreement.
CONTRACTOR will give the COUNTY immediate written notice of any violation of applicable laws
by its employees, representatives or agents.
I1. ACCOUNTING RECORDS AND REPORTS
CONTRACTOR shall provide an accounting system under which its accounts can be readily
identified with its system of accounts classification. The accounting system shall be capable of
providing information required by this Agreement and in final form acceptable to the COUNTY.
Financial reporting requirements to the COUNTY will be monthly during this agreement or at
the direction of the COUNTY.
12.
GENERAL
a) No amendment or waiver of any provisions of this Agreement, or consent to
any departure by either party from any such provision, shall be effective
unless the same shall be in writing and signed by the parties to this
Agreement, and, in any case, such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
b) This Agreement and the rights of the parties hereunder may not be assigned.
c) Any notice or request to be given under this Agreement shall be in writing
and will be deemed to have been given when delivered after being sent by
overnight delivery service, certified or registered mail, postage prepaid and
return receipt requested, to the recipient at the address indicated below:
To FOREVER RESORTS: Monterey Lakes Resorts & Marinas, L.L.C.
Forever Corporate Plaza
Attn: John Schoppmann, Vice President
7501 East McCormick Parkway
Scottsdale, Arizona 85258
To the COUNTY: Monterey County Parks Department
Attn: John Pinio, Director of Parks
855 East Laurel Drive Building G
Salinas, California 93905
Water Resource Agency
Attn: Curtis Weeks, General Manager
893 Blanco Circle
Salinas, CA 93901
9
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo
�FINAL AGREEMENT
d) This Agreement shall constitute the entire agreement between the parties
with respect to the subject matter hereof, and shall supersede any prior oral
and written commitments, agreements and understandings relating hereto.
e) This Agreement shall be governed by, and enforced in accordance with, the
laws of the State of California. The parties stipulate that this Agreement was
entered into in the County of Monterey, in the State of California. The parties
further stipulate that the County of Monterey, California, is the only
appropriate forum for any litigation resulting from a breach hereof or any
questions risen here from. This Agreement shall insure to the benefit of, and
be binding upon, CONTRACTOR and the COUNTY or their respective
successors and assigns.
f) If a dispute arises relating to the parties hereto which cannot be resolved by
good-faith negotiations, the parties agree that in order to promote to the
fullest extent reasonably possible a mutually amicable resolution of the
dispute in a timely cost-effective manner, we will waive our respective rights
to trial by jury and resolve our dispute by submitting the controversy to
binding arbitration. It is hereby agreed that the dispute shall be referred to
the presiding judge for the County of Monterey, who will be responsible for
the selection and appointment of the arbitrator to be utilized. The
arbitrator's decision shall be final and binding and judgment may be entered
thereon. In the event a party fails to proceed with arbitration, unsuccessfully
challenges the arbitrator's award, or fails to comply with arbitrator's award,
the other party is entitled to costs of suit including a reasonable attorney's
fee for having to compel arbitration or defend or enforce the award.
g) The waiver by any party of any breach of this Agreement shall not operate as
or be construed to be a waiver by such part of any subsequent breach.
13. CONTRACT AUDITS
CONTRACTOR agrees that the COUNTY or its designee will have the right to review, obtain and
copy all records pertaining to performance of the Agreement. CONTRACTOR agrees to provide
COUNTY or its designee with any relevant information requested, and shall permit COUNTY or
its designee access to its premises, upon reasonable notice, during normal business hours for
the purpose of interviewing employees and inspecting and copying such books, records,
accounts and other material that may be relevant to a matter under investigation for the
purpose of determining compliance with this Agreement. CONTRACTOR further agrees to
maintain such records for a period of three 3) years after final payment under the Agreement.
CONTRACTOR offers to the COUNTY to provide an independent audit of CONTRACTOR's
expenses at any time requested by the COUNTY in writing.
14. NON-DISCRIMINATION
During the performance of this contract, the CONTRACTOR shall not unlawfully discriminate
against any employee or applicant for employment because of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital status,
age over 40), sex, or sexual orientation. The CONTRACTOR(s) shall ensure that the evaluation
and treatment of its employees and applicants for employment are free of such discrimination.
The CONTRACTOR shall comply with the provisions of the Fair Employment and Housing Act
Government Code, 12900, et seq.) and the applicable regulations promulgated thereunder
California Code of Regulations, Title 2, 7285.0, et seq.).
10
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo
�FINAL AGREEMENT
The applicable regulations of the Fair Employment and Housing Commission implementing
Government Code, 12990, et seq., set forth in Chapter 5 of Division 4 of Title 2 of the
California Code of Regulations are incorporated into this AGREEMENT by reference and made a
part hereof as if set forth in full.
The CONTRACTOR shall include the non-discrimination and compliance provisions of the clause
in all agreements with subcontractors to perform work under the Agreement.
is. INDEPENDENT CONTRACTOR
The CONTRACTOR shall be an independent contractor and shall not be an employee of
Monterey County, nor immediate family of an employee of the COUNTY. CONTRACTOR shall be
responsible for all insurance General Liability, Automobile, Workers' Compensation,
unemployment, etc,) and all payroll-related taxes. CONTRACTOR shall not be entitled to any
employee benefits. The CONTRACTOR shall control the manner and means of accomplishing
the result contracted for herein.
16. CONFLICT OF INTEREST
The CONTRACTOR covenants that the CONTRACTOR, its responsible officers, and its employees
having major responsibilities for the performance of work under the AGREEMENT, presently
have no interest and during the term of the AGREEMENT will not acquire any interests, direct or
indirect, which might conflict in any manner or degree with the performance of the
CONTRACTOR'S services under the AGREEMENT.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed and
delivered by the duly authorized officers or agents as set forth below.
MONTEREY LAKES RESORTS & MARINA, L.L.C.
By:
Name:
Title:
Date:
The COUNTY OF MONTEREY, California
By:
Date:
Name:
Title:----------------------
11
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo
�FINAL AGREEMEN
ATTACHMENT A
CONTRACTOR FACILITIES
The COUNTY shall provide CONTRACTOR the use of both the real and personal property
buildings, facilities, structures, equipment and inventory) as described below for providing,
operating and maintaining visitor services during the term of the Agreement:
Lake San Antonio Operation:
South Shore Facility
Marina and Dock Area
Rental Boats
Restaurant, General Store and Administration Area
Laundry Facility and Storage Area
Gas Station and Fuel Storage Tanks
Rental Mobile Homes 1 7)
Ice House
Dry Storage Area
Houseboat Program
North Shore Facility
General Store
Rental Mobile Homes 4)
Lake Nacimiento Operation
Administration Building, Shared Occupancy with the County Parks and Water Resources
Agency
Rental Condos 19)
Marina and Dock Area, including Fueling Operations
General Store and Restaurant
Community Laundry Facility
Swimming Pool
Portable RV Trailers 8)
Mobile Home Units 3)
Dry Storage Area
12
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo
�FINAL AGREEMENT
ATTACHMENT B
MANAGEMENT FEE
In consideration of the services defined in Section 3, the COUNTY agrees to pay monthly as
invoiced by CONTRACTOR a fee of 3.735% of the gross receipts Revenues"), excluding those
Revenues derived from the sale of all alcoholic beverages under Section 4 of this Agreement, of
each operation as outlined below:
Marina Sales Both Locations)
Rental Boat and Docking Revenue Both Locations)
Restaurant Revenue Both Locations)
Gasoline Sales Both Locations)
Lodging Rental Revenue Lake Nacimiento)
RV Trailer Rental Revenue Lake Nacimiento)
Mobile Home Rental Revenue Lake Nacimiento)
Mobile Home Rental Revenue Lake San Antonio)
General Store Revenues Both Locations)
Coin Laundry Revenue Both Locations)
Dry Storage Revenue Both Locations)
Miscellaneous Other Income
Exclusions from Gross Receipts
Revenues derived from the sale of all alcoholic beverages
All taxes required by law to be added to the total purchase price to be collected fro the
customers
Customer Returned Products and Merchandise.
All refunds made on any sales or charges for services included as gross receipts
Prepaid fees and reservations lodging prior to the execution of this Agreement)
13
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEMENT
ATTACHMENT C
EQUIPMENT AND FURNITURE ACCESS
Lake Nacimiento
Administration Building Shared Facility with County)
The Administration building, recently completed in 2004, is a shared facility, which is used to
house both County and Contractors administrative staff. The structure contains two stories and
is constructed with conventional wood framing on a concrete foundation with a high-end
composition shingle roof and stucco exterior.
The upper story of the structure contains approximately 1,848 square feet and serves as the
main entry and reception area. The interior walls are a combination of floor to ceiling beam and
glass windows and painted drywall. The floor area is tiled and the reception area is fitted with
granite countertops. Other amenities include a full height stone fireplace and men and women's
restrooms.
The bottom story contains approximately 2,400 square feet with permanent offices and
conference rooms along with men and women's restrooms. The walls are finished with paint
and drywall. The floors are mainly carpeted with tiling in the restrooms.
The floor areas in both stories are fully furnished. Office spaces are furnished with chairs,
desks, cabinets, tables, telephones and the conference room is furnished with tables and chairs.
Ample storage area is available for supplies and records.
Other building features include fire sprinklers and a central HVAC system. An interior stairway
serves as the primary access between the top and bottom stories. Access around the outside of
the building is by walkways and stairs. No elevators are installed.
The replacement cost for the Administration Building is estimated to be $1,268,700. If
maintained to its present condition, the facility is estimated to have a useful life of about 50
additional years before needing replacement.
Rental Condos
There are currently a total of nineteen 19) renal condos which were built in the late 1980's on a
ridge above and to the south of the main parking lot with views of the lake. The units were built
as multi unit duplexes and triplexes. Each unit of the duplex and end units of the triplexes is
two stories. The middle unit of each triplex is one story. The occupancy of two story units and
one-story units are ten 10) persons and four 4) persons respectively. The total footprint area
of all condo units is estimated at 15,324 square feet. The total deck area contained within all
the condo units is estimated at 3,520 square feet.
The units are constructed with conventional wood framing and founded on either concrete
perimeter walls or footers or drilled concrete piers spanned with wood glulam beams. The
exterior walls are faced with oiled shake shingles and the roofs are covered with asphalt
shingles. The units contain exterior wood framed decks and railings. Each unit contains a
kitchen, separate bedroom, full bath, and a living room on the first floor. The two story units
have stairs to lofted sleeping quarters on the second floor. The floors in the kitchen, eating
space, entry and bath areas are covered and finished with linoleum. The remaining floor areas
are carpeted. Countertops in all units are covered with a Formica material. Kitchen appliances
are apartment-sized units. Each unit is furnished with fire sprinklers, an HVAC system and an
electric hot water heater unit. Power is supplied to all units from a central pad mounted
transformer.
14
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEI'MMEN
The replacement cost for the Rental Condo units is estimated to be $4,170,600. If maintained
to their present condition the units are estimated to have a useful life of an additional 30 years,
before needing replacement.
Marina Operations
The Marina is an integrated structure of floating decks stabilized with underwater cables and
anchors. The cables feed through deck winches to maneuver the structure along the water
surface to accommodate varying lake levels. The central aisle is connected to the shoreline by a
short gangplank and railing and branches into six docking aisles. Four 4) of the docking aisles
contain individual boat stalls slips) with boarding walkways that harbor a total of one-hundred
forty six 146) medium size boats. Eight 8) of the slips contain boatlifts. The two 2) docking
aisles nearest the gangplank do not contain slips but have designated spaces for mooring boats
not assigned a slip. The remaining marina area includes a marina store, storage shed, fueling
pad, jet-ski launch pad, and a cable maintenance platform.
The Marina is over forty 40) years old and is mainly constructed with traditional treated swan
lumber components. The central aisle, several of the branch isles, and slip walkways are
constructed of 2x treated wood decking over a network of treated wood beams attached to
flotation cells. The floor of the marina store is constructed with glulam beams placed across
pontoons. The marina store is enclosed with corrugated sheet metal walls and roof supported
on a light steel frame. The walls and roof are internally faced with fiberglass batten insulation
with a vapor barrier. The storage shed contains a similar floor with wood framed walls and a
sheet metal roof. The jet-ski launch pad is an extension of the main entry aisle supporting a
medium duty steel frame with a one ton motorized hoist.
The replacement cost for the Marina is estimated to be $1,021,300. If maintained at its present
condition the Marina is estimated to have a useful life of one 1) to two 2) years before needing
to be replaced. However, immediate replacement is recommended.
General Store and Restaurant
The General Store and Restaurant are land based and situated above high lake level just east of
the Marina. The facility is centrally located between the main public parking area, boat launch
ramps and Pine Knoll Campground. Permanently partitioned spaces for retail sales, information
office, public restrooms and kitchen are provided within the footprint of the original steel
building. The building is rectangular in shape and founded on a concrete slab with outside
dimensions of approximately one-hundred ten feet 110) x sixty-three feet 63) x twelve 12)
feet high enclosing 6,930 square feet. The exterior walls are a combination of storefront
windows, stone wainscot, and painted wood siding. The roof is sheathed with corrugated sheet
metal decking.
The retail area contains several freestanding beverage coolers and drink dispensers along with
displays of resort clothing, snacks and sundries on freestanding shelves. Store sales are
processed through two 2) checkout stands.
A visitor's information office is located along the northeast corner of the General Store with its
own entry adjacent to the main store entrance.
If maintained to their present condition, the retail area and visitor's information office is
estimated to have a useful life of fifteen 15) to twenty 20) years before needing replacement.
The public restrooms contain separate men and women's facilities. If maintained to their
current condition, the units are estimated to require replacement within two 2) years. The
current restroom facilities are not ADA compliant, which could be problematic since they are
adjacent to the retail/visitor area.
15
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEMU
The Restaurant area of the facility contains a kitchen that is capable of serving 400 to 500
meals a day and contains a cooking stove, griddle, deep-fryer, warming ovens, dishwasher unit,
walk-in refrigerator and freezer unit. The griddle and deep-fryer units are hooded and ventilated
by a single duct fan. The food preparation and dishwashing counters are fabricated stainless
steel sheet metal. The kitchen is fitted with a under the hood fire suppression system. The
restaurant is fitted with a roof mounted A/C unit that is capable of cooling both the kitchen and
seating area. If maintained to its current condition, the kitchen is estimated to have a useful life
estimated at three 3) to five 5) years, before needing refurbishment or replacement.
The restaurant is a lean-to structure added on to the west side of the kitchen with dimensions
of approximately fifty-one 51) feet x seventeen 17) feet containing 867 square feet including
space for a beer/wine bar. A partially shaded outdoor wood deck runs along the west end of the
restaurant to increase occupancy with a dimension of approximately thirty-two 32) feet x
twenty 20) feet containing 640 square feet. The combined occupancy of the restaurant and
deck is 125 people. The restaurant is fully outfitted with tables and chairs to accommodate the
anticipated occupancy of 125 people. If maintained to its current condition, the restaurant is
estimated to have a useful life span of fifteen 15) to twenty 20) years before needing
refurbishment.
Commercial power is provided to the General Store and Restaurant through a 440 volt, 3-phase
central distribution panel adjacent to the kitchen area. A fixed 150 KW diesel generator and
transformer switch provide backup power to run all of the refrigeration equipment, fans,
ventilators, lights and other circuitry connected to the panel.
The replacement cost for the General Store and Restaurant is estimated to be $ 1,909,600.
Swimming Pool
The swimming pool is concrete with tiled water line and measures fifty 50) feet x twenty 20)
feet with a depth ranging from 1 %Z feet to 9 feet deep. A concrete deck surrounds the pool. The
pool is equipped with a circulating and pump system. If maintained to its current condition, the
swimming pool is estimated to have a useful life of ten 10) to fifteen 1 5) years before needing
replacement or refurbishment.
The replacement cost for the Swimming Pool has not been clearly estimated at this time.
Portable RV Trailers
There are eight 8) portable RV Trailers approximately two 2) years old and are fully contained
units with beds, toilet/shower unit, lounge and kitchen amenities. The footprint size of each
unit is twenty-nine 29) feet x eight 8) feet enclosing 232 square feet. If maintained to their
current condition the trailers are estimated to have a useful life of ten 10) to fifteen 1 5) years
before needing replacement.
The replacement cost for the eight 8) RV Trailer units, has not been clearly estimated at this
time.
Community Laundry
This facility is currently being housed in a doublewide mobile home unit. The unit contains five
5) washers and five 5) dryers all coin operated. The unit is estimated at fifty 50) years old,
and is in marginal condition. If maintained at their current condition the unit is estimated to
have a life span of two 2) years.
The replacement cost for the unit has not been clearly estimated at this time.
16
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREENAIEN?_
Maintenance Yard Shared facility with the County)
The Maintenance Yard is an enclosed fenced area of approximately 10,000 square feet
containing fuel and oil storage tanks, operations and maintenance vehicles, and storage sheds.
The fuel and oil storage tanks are mounted on steel stands situated within a rectangular
concrete secondary containment pit. Gasoline is stored in a 1,000gallon storage tank, and
Diesel fuel is stored in a 250gallon storage tank. Hydraulic fluid, engine oil, and shake oil are
stored in separate fifty-five 55) gallon storage units. The storage tanks have an estimated life
span of five 5) to ten 10) years.
The replacement costs for the storage tanks has not been clearly estimated at this time.
Boat Storage Yard
The Boat Storage yard encloses approximately 20,000 square feet, paved with asphalt, and
enclosed with a chain link security fence. If maintained at its current condition the yard is
estimated to have a useful life span of ten 10) to fifteen 1 5) years before needing any type of
major repairs.
Vehicles
The operations has approximately 12 operations and maintenance vehicles ranging in age from
four 4) to thirty-seven 37) years including but not limited to a garbage truck, water truck,
several pickup trucks and SUV's.
The replacement cost for these vehicles has been estimated an included with the Rental Boats.
Rental Boats
The Rental Boat operations, has several power cruising boats, fishing boats and jet-ski units.
These items range in age from two 2) to twelve 12) years in age. There is a mix of seventeen
17) Bayliner, Reinell, Centurion, Voyager and Gadfrey powerboats and twelve 12) Klamath
fishing boats, and three 3) Yamaha Wave runner jet-skis.
The replacement cost for the Vehicles and Rental Boat Fleet is estimated at $614,500.
Other Assets
Other Assets include cost allowances for inventories of over-the-counter goods in the Marina
and General Store, Restaurant pots, pans, dishes, silverware and boating supplies stored in the
Marina shed.
The replacement cost for these items is estimated at $95,000.
LAKE SAN ANTONIO
South Shore Facilities:
Marina
The Marina is an integrated structure of floating decks stabilized with underwater cables and
anchors. The cables feed through deck winches to maneuver the structure along the water
surface to accommodate varying lake levels. The main aisle is connected to the shoreline by a
short gangplank and railing and branches into two 2) docking aisles. The docking aisles
contain mooring spaces slips) with boarding walkways that accommodate a total of one
hundred 100) medium size boats. Eight 8) of the slips contain boatlifts. The remaining marina
area includes a marina store, storage shed, fueling pad, jet-ski launch pad and cable
maintenance platform.
17
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEMENT
The Marina is between twenty 20) to thirty 30) years old and is mainly constructed from
prefabricated wood glulam beams bolted face down together over cross beams and pontoons.
The floor of the marina store is constructed with glulam beams, cross beams and pontoons.
The marina store is enclosed with corrugated sheet metal, with the walls and the roof
supported by a light steel frame. The walls and roof are internally faced with fiberglass batten
insulation with vapor barrier. The storage shed contains a similar floor with framed walls and
sheet metal roof. The jet-ski launch pad is an extension of the main entry aisle supporting a
medium duty steel frame with a one 1) ton motorized hoist system.
The replacement cost of the Marina is estimated to $718,000. If maintained in its current
condition, the Marina is estimated to have a useful life of seven 7) to ten 10) years before
requiring replacement.
Laundry and Storage Building
The Laundry and Storage Buildings are land based and situated just north of the general store.
The building is a rectangular concrete and block building and founded on a concrete slab with
outside dimensions of approximately forty 40) feet x thirty-one 31) feet x twelve 12) feet
high, enclosing 1,240 square feet. The exterior walls are a combination of storefront windows,
concrete block, and painted wood siding. The roof is wood frame with shingles.
The Laundry area contains nine 9) washers and six 6) dryers, which are all coin-operated units.
The storage areas contain spare parts and supplies.
The replacement cost for the Laundry and Storage Building is estimated to be $210,800. If
maintained to its current condition, the Laundry and Storage Building is estimated to have a
useful life of ten 10) to fifteen 1 5) years, before requiring replacement. The useful life of the
appliances is estimated to be one 1) to five 5) years before requiring replacement.
Ice House
The Ice House is located adjacent to the Laundry and Storage Building and is approximately
twenty 20) years old. The building is a rectangular wood framed insulated and metal lined
building and founded on a concrete slab with outside dimensions of approximately forty 40)
feet x seventeen 17) feet x eight 8) feet high enclosing 680 square feet. In addition the
refrigeration unit is housed in a five 5) feet x forty 40) feet lean-to along the rear of the
building. The unit is lined with insulated panels and metal lining.
The replacement cost for the Ice House is estimated to be $226,400. If maintained in its current
condition, the Ice House is estimated to have a useful life of five 5) to ten 10) years before
requiring replacement.
Gas Station and Fuel Storage Tanks
The Gas Station is located within the parking footprint of the Laundry and Storage Building and
includes two 2) dispensers and two 2), 12,000gallon double walled horizontal storage tanks
mounted on concrete slabs. The gasoline tanks contain spill boxes and vapor recovery systems.
One 1) of the gas tanks is located adjacent to the Laundry and Storage Building, while the other
tank is located adjacent to the Marina.
The replacement cost for the Gas Station and Storage Tanks is estimated to be $106,000. If
maintained in its current condition, the fuel dispensers and vapor recovery system is estimated
to have a useful life of ten 10) to fifteen 15) years, before needing replacement. The gasoline
storage tanks are estimated to have a useful life of fifteen 15) to twenty 20) years, before
replacement is needed.
18
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEME.;-'-
Cafe, General Store, and Administrative Building
The Cafe, General Store and Administrative Building are a 7,500 square foot wood sided
structure. The Cafe has the capacity to provide breakfast, lunch and dinner. The building also
houses a small video game room, which includes a pool table. The General Store is stocked with
the basic grocery items, camping and fishing supplies needed by guests.
The replacement cost for the Cafe, General Store and Administrative Building is estimated to be
$2,300,000. If maintained in the current condition the facility has an estimated life span of
twenty 20) to thirty 30) years, before needing replacement or refurbishment.
Rental Mobile Homes
The Mobile home units are founded on jacks with a skirting system enclosing the foundation
from sight. The mobile home units are also used as weekend condo rentals during peak
periods. The mobile homes on the south shore reside within an upslope area just west of the
Marina and are serviced with State Park operated and maintained utilities. Seventeen 17) units
of varying age and condition provide a total of 1 3,324 square feet of living space. Units #1 and
#2 were recently built and have a useful life estimated at ten 10) to fifteen 15) years. Units #5,
#6 and #7 are older units and are estimated to have a useful life of three 3) to five 5) years.
The remaining units #3, #4 and #8 thru #1 7 are estimated to have a useful life of five 5) to ten
10) years. The remaining useful life of all the decks and entry stairs are estimated at five 5) to
ten 10) years.
The replacement cost for the Rental Mobile Home units is estimated to be $1,678,700.
Emergency Generator
The facility has a backup diesel powered generator with the capacity of 150 KW to provide
power to the operation of the Marina. The generator is approximately six 6) years old. If
maintained in its current condition and based on intermittent use, the Emergency Generator is
estimated to have a useful life of ten 10) to fifteen 1 5) years.
Rental Boats
The facility has several power cruising boats, fishing boats and jet skis. The boats range in age
from two 2) to eighteen 18) years. There is a mix of nine 9) Reinell, Centurion, Sweetwater
and Voyager powerboats and eighteen 18) Klamath fishing boats.
The estimated replacement cost for the generator and rental boats is estimated at $232,600.
Other Assets
Other Assets include cost allowances for inventories of over-the-counter goods in the Marina
Store and boating supplies stored in the Marina shed. Estimated replacement cost for these
items is $35,000.
NORTH SHORE FACILITIES
Campground General Store
The Campground General Store is constructed of prefabricated modules encompassing a
footprint measuring seventy-one 71) feet x sixty-six 66) feet or about 4,686 square feet. The
store is estimated to be less than twenty 20) years old. If maintained in its current condition it
is estimated to have a useful life of fifteen 1 5) to twenty 20) years.
The estimated replacement cost for the facility is $590,400.
Rental Mobile Homes
There are four 4) mobile home units on the north shore and reside within an upslope area on
the eastern edge of the facility campground. The units encompass a total of 2,635 square feet.
19
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEMEN
If maintained in their current condition the units have an estimated life span of one 1) to two
2) years.
The estimated replacement cost for the units is $332,000.
Other Assets
Other Assets include cost allowances for inventories of over-the-counter goods in the
Campground General Store.
The estimated replacement cost for the goods is $30,000.
20
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012
AGREEMENT - MONTEREY COUNTY Wyo�FINAL AGREEME
ATTACHMENT D
IDENTIFIED CAPITAL IMPROVEMNTS
The cost of capital and personal property assets will be borne by the COUNTY. Lists of those
items that require attention are described below:
Nacimiento Marina and Dock Repair, includes but not limited to main walkway, fuel
system, store floatation, cables and anchors.
Rental boat Replacements 1 5) Both Locations)
Nacimiento Condo Unit Interior Upgrades
Nacimiento Rehab siding on Condos
San Antonio Modular Unit Interior Upgrades
ADA Compliance Issues Both Locations)
San Antonio North Shore Modular Unit replacement 4)
San Antonio Store Replace Main Electrical Panel
San Antonio Marina Utility Upgrades
Nacimiento Store Heating and Air Conditioning
San Antonio North Shore Freezer Unit
San Antonio Housekeeping/Maintenance Office Roof Replacement
Vehicle Upgrades Both Locations)
21
Interim Management Agreement
County of Monterey and Monterey Lakes Resorts & Marinas, LLC
BIB]
40285-U01
AGREEMENT-U02
U02
MONTEREY-U02
COUNTY-U02
WATER-U02
RESOURCES-U02
AGENCY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90212-U03
DO90659-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14819-U05
7-U06
A.-U07
APPROVE-U07
AMENDMENT-U07
NO.-U07
3-U07
EXTENDING-U07
MANAGEMENT-U07
AGREEMENT-U07
INTERIM-U07
AGREEMENT")-U07
BETWEEN-U07
FOREVER-U07
RESORTS,-U07
750-PARKS-U08
LEARCH-U09
LYNN-U09
LEARCHL-U10
4/5/2010-U011
DOING-U012
BUSINESS-U012
AS-U012
MONTEREY-U012
LAKE-U012
RESORTS-U012
MARINAS,-U012
LLC",-U012
COUNTY-U012
OF-U012
MONTEREY-U012
ONE-U012
YEAR-U012
TO-U012
OPERATE-U012
RESORT-U012
BUSINESSES-U012
AT-U012
LAKE-U012
NACIMIENTO-U012
LAKE-U012
SAN-U012
ANTONIO-U012
UNTIL-U012
APRIL-U012
23,-U012
2011;-U012
B.-U012
AUTHORIZE-U012
BOARD-U012
CHAIR-U012
TO-U012
SIGN-U012
AGREEMENT-U012
AMENDMENT-U012
NO.-U012
3.-U012