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HomeMy WebLinkAboutResolution 2003-021 development agreement with spare time family entertainment F. ANN RODRIGUEZ, RECORDER RECORDED BY.' MMD DEPUTY RECORDER 2403 PE2 TOWN OF MARANA ATTN: TOWN CLERK 13251 N LON ADAMS RD MARANA AZ 85653 DOCKET: 11992 PAGE: 4329 NO. OF PAGES: 16 SEQUENCE: 20030351106 02/21/2003 RES 16:49 MAIL AMOUNT PAID $ 13.50 M~RANA R~SOLUTION NO. 2003-21 A KESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, AUTHORIZING THE APPROVAL AND EXECUTION OF A DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF MARANA AND SPARE TIME FAMILY ENTERTAINMENT CENTER, L.L.C., FOR THE DEVELOPMENT OF PROPERTY LEASED BY SPARE TIME FAMILY ENTERTAINMENT CENTER, L.L.C. WHEREAS, Spare Time Family Entertainment Center, L.L.C. ("Spare Time"), owns a leasehold interest in certain property located at 4385 W. Ina Road ("Property"), which is within the limits of the Town of Marana; and WHEREAS, Spare Time intends to remodel the existing building on the Property and install additional equipment in the building for use as a family entertainment center including bowling, billiards, virtual and video games, and other amenities; and WHEREAS, the Mayor and Council of the Town of Marana, Arizona, have determined that the Propertyhas been vacant and is becoming a blight in the Town, and that it is in the best interest of the Town and its residents to revitalize the Property and surrounding area; and WHEREAS, the Mayor and Council have determined that the development of the Property as a family entertainment center will substantially increase economic development activity in the Town by (i) providing recreational opportunities for the Town's residents, including senior citizens and school children; (ii) allowing cooperation with the Town's Parks and Recreation Departrfient for Town and !ointly-.sponsored activities; (iii) creating employment oppommities within the Town; (iv) significantly mcreasmg sales tax revenue within the Town; and (v) directing the public's retail expenditures to businesses located within the Town; and, WHEREAS, the Mayor and Council have determined that the initial cost of the development of a family entertainment center will be extensive and would likely preclude its development; and WHEREAS, the Mayor and Council desire to cooperate with Spare Time in the development of a family entertainment center on the Property; and WHEREAS, the staff of the Town has prepared the Development Agreement attached hereto as Exhibit "A" and incorporated herein by this reference; and WHEREAS, pursuant to A.R.S. § 9-500.05, the Town is authorized to enter into development agreements relating to property in the Town; and ! -4 Marana, Arizona Resolution No. 2003-21 Page 1 of 2 WHEREAS, the 19Iayor and Co[tncil have dete_r~,ined that the development of a"family entertainment center on the Property will stimulate the Town s economy, and thdt the Town will receive good and adequate consideration for its performance of the provisions of the Development Agreement, including providing needed recreational facilities for families, seniors, and other residents of the Town; and WHEREAS, the Mayor and Council have determined that the terms of the Development Agreement are unobjectionable and do not conflict with the Town's general plan or with the interests of the Town or its residents; and WHEREAS, the Mayor and Council have determined that approval of the Development Agreement is in the best interests of the Town and its residents. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, that the Development Agreement, attached hereto as Exhibit "A" and incorporated herein by this reference, is hereby approved. BE IT FURTHER RESOLVED bythe Mayor and Council that the Mayor is hereby authorized to execute the Development Agreement on behalf of the Town of Marana. PASSED AND ADOPTED bythe Mayor and Council of the Town of Marana, Arizona, this day of February, 2003.. ~~JR~ ATTEST: APPROVED AS TO FORM: Daniel J. Hochuli, Esq. As Town Attorney and not personally 1 i 4 3 3 Q Marana, Arizona ResolufionNo. 2003-21 Page 2 of 2 Exhibit A [Development Agreement] 1 i 4 Maram, Arizona Resolution No. 2003-21 When Recorded Return To: Daniel J. Hochuli, Esq. HOCHULI & BENAVIDEZ, P.' C. 220 East Wetmore Road, Suite 110 Tucson, AZ 8S705 DEVELOPMENT AGREEMENT TOWN OF MARANA & SPARE TIME FAMILY ENTERTAINMENT CENTER, L.L.C. Deeelopment Agreement Marana/Spam Time Family Entertainment Center, LL.C -3 ..- DEVELOPMENT AGREEMENT THIS AGREEMENT is made as of February ,2003, by and between THE TOWN OF MARANA, an Arizona municipal corporation (the "Town"), and SPARE TIME FAMILY ENTERTAINMENT CEI',TI'ER, L.L.C., an Arizona limited liability company ("Developer"). Co Eo Fo RECITALS Go Ho Developer owns a leasehold interest in the real property depicted on Exhibit "A" attached hereto (the "Property"). Developer intends to remodel the existing building on the Property and install additional equipment in the building for use as a family entertainment center including bowling, billiards, virtual and video games, and other amenities (the "Family Entertainment Center"). Certain items included in the remodeling and the acquisition and installation of the equipment are listed on Exhibit "B" attached hereto (the "Work"). The Town Council finds that the development of the Property as a Family Entertainment Center will substantially increase economic development activity in the Town by (i) providing recreational opportunities for the Town's residents, including senior citizens and school children; (ii) allowing cooperation with the Town's Parks and Recreation Department for Town and jointly sponsored activities; (iii) creating employment opportunities within the Town; (iv) significantly increasing sales tax revenue within the Town; and (v) directing the public's retail expenditures to businesses located within the Town's jurisdictional limits. The Property has been vacant and is becoming a blight in the Town, and the Town desires to revitalize the Property and surrounding area. The Town recognizes that the initial cost of the development of the Family Entertainment Center will be extensive and would preclude its development, so the Town and the Developer desire to cooperate in its development. The Town Council further finds that the development of the Family Entertainment Center will stimulate the Town's economy, and that the Town will receive good and adequate consideration for its performance of the provisions of this Agreement, including providing needed recreational facilities for families, seniors, and other residents of the Town. The Developer warrants that it would not be feasible to attract the level of investment necessary to build and operate a Family Entertainment Center of the contemplated scope without financial participation by the Town and the overall support of the project by the Town that such participation reflects. In approving this Agreement, the Town Council finds that all activities relating to the development of the Property are economic development activities within the meaning of Arizona Revised Statutes § 9-500.11, that all expenditures by the Town pursuant to the Agreement constitute the appropria,tion and expenditure of public monies for and in connection with economic development activities and that it is appropriate to provide the Developer with the benefits in this Agreement as an inducement to the Developer to develop, own and operate the Family Entertainment Center in the Town. Arizona Revised Statutes § 9-500.05 authorizes the Town to enter into a development agreement with a landowneror any other person having an interest in real property located within the Town to facilitate development of the Property. On February ,2003, the Town Council adopted Resolution No. 03- , which approves and authorizes the execution and delivery of this Agreement. De~mlopment Agreement Marana/Spam Time Family EnteCainment Center, LL,C 4 3 3 3 NOW THEREFORE, in consideration of the promises and premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 2 COVENANTS DEVELOPMENT OF THE FAMILY ENTERTAINMENT CENTER. The Developer agrees that it shall perform all the construction and improvements necessary to develop the Family Entertainment Center upon the Property, and upon opening it will provide various entertainment opportunities for children, young adults, families, adults, and senior citizens. The Family Entertainment Center will include, among other things, bowling, billiards, virtual reality games, video games, and food and beverage service. 1.1 DEADLINE FOR ISSUANCE OF CERTIFICATE OF OCCUPANCY. Developer intends to complete the Work by the summer of 2003, but agrees that if a Cer'dficate of Occupancy is not issued for the Family Entertainment Center pdor to January 1, 2004, this Agreement shall be declared null and void, and Developer shall not be entitled to any payments contemplated herein. TOWN PARTICIPATION IN A PORTION OF THE COST OF WORK. The Developer shall pay all the Costs associated with the Work. After issuance of a Certificate of Occupancy and operation of the Family Entertainment Center, the Town agrees to reimburse the Developer a portion of the cost of the Work as provided herein. 2.1 2.1.1 "Base Amount" shall be the amount of Sales Tax retained by the Town prior to any reimbursement of Sales Tax to the Developer, which is thirty-three thousand ($33,000.00) dollars. However, if the Town increases its Business Privilege Tax for any activities at the Family Entertainment Center, the Base Amount shall increase proportionately. 2.1.2 "Costs" means all costs associated with the Work; 2.1.3 "Fiscal Year" shall mean that period of time beginning on July 1 of each year and ending on June 30 of the following year. 2.1.4 "Sales Tax" shall mean all Town business privilege taxes (however named) paid by the Developer, after issuance of the Certificate of Occupancy, for activities at the Family Entertainment Center, including entertainment activities, food & beverage sales, and retail sales, whether levied and collected by the Town or levied by the Town and collected by the State of Arizona and retumed to the Town. 2.2 REIMBURSEMENT OF BUSINESS, PRIViLEGE TAX. 2.2.1 If the Family Entertainment Center begins operation pdor to July 1, 2003, the Town shall be entitled to retain all Sales Tax through that date. 2.2.2 For the Fiscal Year beginning July 1,2003, the Town shall retain the Base Amount, and thereafter the Town shall refund all Sales Tax to the Developer (the "Refunded Sales Tax"). Such reimbursement payments to the Developer shall be made quarterly. Each Fiscal Year thereafter, for a period of ten (10) Fiscal Years, the Town shall retain the Base Amount and then refund the remaining Sales Tax as provided in this section. 4 3 3 4 Development Agreement Marana/$pa[e Time Family Entel~inment Center, LLC Page -2- 3 2.2.3 In no event shall there be any reimbursement of Sales Tax paid after June 30, 2013. 2.3 .P~. If it is determined that any of the Work must be conducted subject to public b. Jdding statutes, the Town shall assist the Developer in complying with all applicable public bidding requirements. 2.4 MAXIMUM PAYMENTS BY TOWN. The payments set forth in this Section shall not exceed the total cost of the Work, and in order to assure compliance with this Subsection the Developer shall make its records available for inspection by the Town for audit purposes. In the event the Refunded Sales Tax exceeds thirty three thousand ($33,000.00) dollars per year, the Town shall hold the excess, and the Developer and Town Manager shall mutually agree to a use for the excess revenue. DEVELOPER'S CONTRIBUTION TO PUBLIC RECREATION. Developer agrees that it will participate in the provision and funding of public recreation at the Family Entertainment Center as set forth in this section. 3.'~ TOWN ENTERTAINMENT CREDIT~. For each dollar of Refunded Sales Tax, the Town shall receive one dollar of credit, which may be used by the Town as set forth below (the Entertainment Credit"). 3.2 USE OF ENTERTAINMENT CREDITS. The Town shall be entitled to use Entertainment Credits for use of the Entertainment Center, through the Town's Parks and Recreation Department or in conjunction with public schools. The use of Entertainment Credits at the Entertainment Center shall be determined through annual agreements, to be negotiated and agreed to in good faith by the Developer, Town Manager, and Town Parks and Recreation Director. DEVELOPER'S COMPLIANCE OBLIGATIONS. The Developer acknowledges the Town's concerns regarding on-site security, safety, and liquor license control. Toward this end, the Developer agrees to the following additional security measures. 4.1 ON-SITE SECURITY. Developer warrants that it shall provide on-site security for the Family Entertainment Center, including all buildings, all parking areas, and all other areas of any nature for which the Developer holds any interest, leasehold or otherwise (the "Premises"). Developer agrees that it shall provide adequate on-site security to protect the public, and if the Town feels that the security is not adequate, Developer and Town shall immediately meet and consult to resolve the security problem, and the Developer agrees to comply with all requirements that come about as a result of such cooperative meeting. 4.2 SAFETY AND SECURITY. In order to assure the public safety, Developer agrees that if there are more than ten (10) disturbances on the Premises in any Fiscal Year which (i) result in police response to the Premises, and (ii) are related to violent or disturbing the peace situations, Developer and Town shall immediately meet and consult to resolve the security problem, and the Developer agrees to comply with all requirements that come about as a result of such cooperative meeting. 4.3 REVOCATION OR SUSPENSION OF LIQUOR LICENSE. The Town shall not be obligated to make any further payments as provided in Section 2 of this Agreement upon the occurrence of any of the following: Development Agreement Marana/Spam Time Family Entertainment Center, LLC Page -3- i 9 9 3 3 S 5 6 4.3.1 If the State of Arizona Department of Liquor License and Control (the "Department") suspends or revokes the Developer's liquor license, or requires that the Developer divest its liquor license; 4.3.2 Ift._he Developervoluntadlyrelinquishes, divests, sells, assigns, or otherwise transfers its liquor license at the request of the Department or in connection with a Department investigation or claim. 4.3.3 If the Developervoluntarily relinquishes, divests, sells, assigns, orotherwise transfers its liquor license, unless such relinquishment, divestiture, sale, assignment or transfer is approved by the Town Manager in advance, such approval not to be unreasonably withheld. 4.4 EXTENSION OF LIQUOR LICENSE REQUIREMENTS TO PREMISE~, If there is any occurrence on the Premises outside the area subject to the liquor license which, had it occurred in the building subject to the liquor license, would have resulted in the Department suspending or revoking the Developer's liquor license or requiring the Developer to divest its liquor license, in either case because of the Developer's negligent management, then the Town shall not be obligated to make any further payments as provided in Section 2 of this Agreement. PERMITS AND TOWN REQUIREMENTS. The Town shall use its best efforts to assist the Developer in obtaining all permits and approvals which are necessary or convenient for the Work and the operation of the Family Entertainment Center. The Developer shall not be required to construct any public improvements in connection with the proposed development and operation of the Family Entertainment Center, or any expansion, rehabilitation or reconstruction, other than those improvements required through the normal review of the development plan. REPRESENTATIONS AND WARRANTIES, The Town acknowledges that the Developer is entering into this Agreement and expending considerable sums in design and engineering fees associated with the Work in reliance on the findings, agreements, representations and warranties of the Town contained in this Agreement. The Town acknowledges that the Developer shall continue to expend considerable sums with respect to the same in reliance on the findings, agreements, representations, and warranties of the Town contained in this Agreement. The Town warrants and covenants to the Developer that all of the Town's representations, findings, warranties and covenants set forth in this Agreement are true in all material respects as of the date of this Agreement. 6.1 TOWN REPRESENTATIONS AND WARRANTIES. 6.1.1 The Property is located within the municipal limits of the Town; 6.1.2 The Town is a duly organized, validly existing municipal corporation in the State of Arizona. The, transactions contemplated by this Agreement, the execution of this Agreement and the Town's performance hereunder have been duly authorized by all requisite action of the Town and no other approval or consent is required for this Agreement to be binding upon the Town. The individuals executing this Agreement have all necessary authority to enter into this Agreement and to bind the Town. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of, or default under, any term or provision of any applicable agreement, instrument, law, rule, regulation or official policy to which the Town is a party or by which the Town is bound. De~lopment Agreement Marana/Spam l~me Family Entertainment Center, LL.C Page-4- ! i 4 3 3 6.2 DEVELOPER REPRESENTATIONS AND WARRANTIES, 6.2.1 The Developer is a duly organized, validly existing Arizona limited liability company. The transactions contemplated bythisAgreement, the execution of.this Agreement and the Developer's performance hereunder have been duly authorized by all requisite action of the LLC and no other approval or consent is required for this Agreement to be binding upon the Developer. The individuals executing this Agreement have all necessary authority to enter into this Agreement and to bind the LLC. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of, or default under, any term or provision of any applicable agreement, instrument, law, rule, regulation or official policy to which the Developer is a party or by which the Developer is bound. 6.2.2 Developer intends to operate the Property as a Family Entertainment Center, and represents and warrants that during the term of thisAgreement that it shall not operate the Property as a night club, bar, or any other entity which receives more than forty (40%) percent of its gross receipts from the sale of alcohol. In the event that in any year the Developer receives more than forty (40%) percent of its gross revenue from the sale of alcohol, the Developer may apply to the Town Manager for a waiver of this provision for that year. 6.2.3 Developer agrees that it will work with the Town's Parks and Recreation Director in order to permit Town use of the Family Entertainment Center by the Parks and Recreation Department at discounted rates, as agreed between the Developer and the Town's Parks & Recreation Director. 6.2.4 Developer agrees that none of the Town reimbursements set forth in Section 2 hereof shall directly finance or support the sale of liquor, it being understood by the parties that the remodeling of the Premises and acquisition and installation of recreational equipment does not constitute direct finance or support of the sale of liquor. DEFAULT. Failure or unreasonable delay by either party to perform any term or provision of this Agreement for a pedod of ten (10) days (the "Cure Pedod") after written notice thereof from the other party shall constitute a default under this Agreement. Said Notice shall specify the nature of the alleged default and the manner in which said default may be satisfactorily cured, if possible. If any party to this Agreement is in default under any provision of this Agreement, the non-defaulting party shall be entitled, without prejudice to any other dght or remedy that it may have under this Agreement, at law or in equity, to specific performance by the defaulting party of this Agreement (and each party hereby waives the defense that the other pa.,rty has an-adequate remedy at law), or to terminate this Agreement, or to exercise any o~ all other remedies available to it at law or in equity. NOTICES AND FILINGS, 8.1 MANNER OF SERVING, All notices, filings, consents, approvals and other communications provided for herein or given in connection herewith shall be validly given, filed, made, delivered or served if in writing and delivered personally or sent by registered or certified United States Mail, postage prepaid, if to: Development Agreement Marana/Spam Time Family Entertainment Center, LLC Page -5- I 1 9 The Town: And to: Town Manager Town of Marana 13251 North Lon Adams Marana, Adzona 85653 Town Attomey Daniel J. Hochuli Hochuli & Benavidez, P.C. 220 East Wetmore Road, #110 Tucson, Adzona 85705 The Developer: Spare Time Family Entertainment Center, L.L.C. 405 West Franklin Tucson, Arizona 85701 Attn: Donald Semro And to: Bradley P. Miller Haralson, Miller, Pitt & McAnally, P.L.C. One South Chumh Avenue, Suite 900 Tucson, Arizona 85701 Or to such other addresses as delivery in a like manner. either party hereto may from time to time designate in writing and 8.2 MAILING EFFECTIVF. Notices, filings, consents, approvals and communication given by mail shall be deemed delivered upon receipt. 9.1 Waiver. No delay in exemising any right or remedy shall constitute a waiver thereof, and no waiver by the Town or Developer of the breach of any covenant of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. 9.2 N~. In the event either party finds it necessary to bring any action at law or other proceeding against the other party to enforce any of the terms, covenants or conditions hereof, or by reason of any breach or default hereunder, the party prevailing in any such action or other proceeding shall be paid all reasonable costs and reasonable attomeys' fees by the other party, and in the event any judgment is secured by said prevailing party, all such costs and attomeys' fees shall be included therein, such fees to be set by the court and not by jury. 9.3 TC~.~E~.&~T~_. This Agreem"ent may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and such signature pages all attached to a single instrument so that the signature of all parties may be physically attached to a single document. 9.4 HEADINGS. The descriptive headings of the paragraphs of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. Development Agreement Marana/Spam Time Family Ente~teinment Center, LL,C Page-6- ! ! 9.5 9.6 9.7 9.8 9.9 9.10 9.11 9.12 9.13 E,~g:tlJ~T..~. Any exhibit attached hereto shall be deemed to have been incorporated herein by this reference with the same force and effect as if fully set forth in the body hereof. · ~. Each of the parties hereto shall execute and deliver ail such documents and perform all such acts as reasonably necessary, from time to time, to carry out the matters contemplated by this Agreement. Without limiting the generality of the foregoing, the Town shall cooperate in good faith and process promptly any requests and applications for plan and specification or permit approvals or revisions, and other necessary approvals relating to the development of the Property by Developer and its successors. NO PARTNERSHIP AND THIRD PARTIE~, It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other similar arrangement between Developer and the Town. No term or provision of this Agreement is intended to, or shall, be for the benefit of any person, firm, organization or corporation not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof. All prior and contemporaneous agreements, representations and understandings of the parties, oral or written, are hereby superseded and merged herein. ~. No change or additions to be made to this Agreement except by a written amendment executed by the parties hereto. NAMES AND PLANS. Developer shall be the sole owner of all names, titles, plans, drawings, specifications, ideas, programs, designs, and work products of every nature at any time developed, formulated or prepared by or at the instance of Developer in connection with the Property and the Work. ~. ThisAgreement is entered into in Arizona and shall be construed and interpreted under the laws of the State of Arizona. In particular, this Agreement is subject to the provisions of A.R.$. § 38-511. F~. Should any term, provision, covenant or condition of this Agreement be held to be void or invalid, the parties shall reform this Agreement to conform as closely as possible to the odginal intent hereof. EXCUSED DELAY IN PERFORMANCF. In addition to specific provisions of this Agreement, for a period of time equal to the period of the force majeure delay, untimely performance by a party hereto shall not be deemed to be a default where delays or inability to perform are due to war, insurrection, strikes, slowdowns, lockouts, riots, floods, earthquake, rites, casualties, acts of God, acts of the public enemy, epidemics, quarantine restriction, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, severe weather, inability (when the party which is unable to perform is substantially without fault) of any contractor, subcontractor or supplier to perform acts of the other party, acts or the failure to act of any utility, public or governmental agent or entity and/or other causes beyond the reasonable control of said party. In the event that a party hereto is unable to perform due to an event constituting force majeure as provided for above, then the time for performance by said party shall be extended as necessary for a period of time up to the period of the force majeure delay. Development Agreement Marana/Spem Time Family Ente~;ainment Center, LLC Page-7- 3 3 9.14 ~._'LEI~L~. Every provision of this agreement is, and will be construed to be, a separate and independent covenant. If any provision of this agreement or the application of the same is, to any extent, found to be invalid or unenforceable, then the remainder of this Agreement or the application of that provision to circumstat~ces other than those to which it is invalid or unenforceable, will not be affected by that invalidity or unenforceability, and each provision of this agreement will be valid and will be enforced to the extent permitted by the law, and the parties will negotiate in good faith for such amendments of this agreement which may be necessary to achieve its intent, notwithstanding such invalidity or unenforceability. THIS AGREEMENT shall be binding upon the parties hereto, their administrators, heirs, successors or assigns and can be changed only by written agreement signed by all parties. IN WITNESS WHEREOF, we have hereunto set our hands and seals on the date and year first above written. Date: ATTEST: TOWN OF MARANA, an Arizona municipal corporation By Jocelyn Entz, Town Clerk Bobby Sutton, Mayor APPROVED AS TO FORM AND AUTHORITY The foregoing Agreement has been reviewed by the undersigned attorney who has determined that it is in proper form and within the power and authority granted under the laws of the State of Arizona to the Town of Marana. Daniel J. Hochuli, Esq. Attorney for Town of Marana 1 i 4 Demlopment Agreement Marana/~pam Time Family Entertainment Center, LLC Page-8- SPARE TIME FAMILY ENTERTAINMENT CENTER, L.L.C., an Arizona limited liability company, by MSW Spare Time, L.L.C., its Manager, by MSW Development Services, Inc., its sole member By. Title STATE OF ARIZONA ) ) ss County of Pima ) The foregoing instrument was acknowledged before me this day of February, 2003, by the " of Spare Time Family Entertainment Center, L.L.C., an Adzona limited liability company, by MSW Spare Time, L.L.C., its Manager, by MSW Development Services, Inc., its sole member. My Commission Expires: Notary Public Develol)ment Agreement Marana/Spa~e Time Family Enteltainment Canter, LLC Page -9- EXHIBIT A Map of the Premises Development Agreement Marana/SPam ~me Family Entertainment Center, LLC 3 4 4 3 4 3 below: EXHIBIT B Items included in the remodeling and the acquisition and installation of equipment are listed A. Thirty bowling lanes equipped with automatic children's side bumpers, automatic scoring, and video screens. B. Separated video and amusement games for younger children, and separated video games and virtual reality games for young adults and adults. C. New men's and women's restrooms with baby changing stations. D. Tournament billiard section and regular billiard section. E. New mechanical and equipment room. F. New flooring, ceiling and lighting. G. Security cameras outside the building. H. Meeting rooms for parties and business events. I. Enhanced exterior lighting and parking lot lighting. Development Agreement Marana/Spam Time Family Enla~tainment Center, LL.C i 1 4 3 4 4 9 2