APS_Lease_Agreement.pdf

1.

LEASE AGREEMENT

PARTIES:
This LEASE (“Lease”) is made and executed as of the day of

, 2025, by and between ARIZONA PUBLIC SERVICE
COMPANY, (hereinafter “Lessor’’), and CITY OF BUCKEYE, (hereinafter
“Lessee’”’) sometimes collectively referred to as the “Parties.”

RECITALS:
2.1 Lessor is the owner of certain real property located in the City of Buckeye,
County of Maricopa, and State of Arizona.

2.2 The Lessor desires to lease to the Lessee, and the Lessee desires to lease from
the Lessor a parcel of improved real estate upon the terms and conditions
contained herein.

THE LEASED PREMISES:

Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor for the
Term, at the rental and pursuant to the provisions set forth herein, the real
property (the “Leased Premises”) which is legally described in Exhibit “A,”
which is attached hereto and incorporated herein by reference, except for a
portion of the ancillary yard as depicted on the attached Exhibit “B.”. The Leased
Premises includes:

Main Building: Approximately 5,250 square feet of office space,
together with an attached 2,100 square foot warehouse.

Trailer Building: Approximately 2,100 square feet of office space.

Ancillary Yard: Approximately 220,457 square feet of yard area,
less 3,500 square feet to be retained by Lessor, as depicted in the
attached Exhibit “B.”

TERM OF LEASE AND TERMINATION:

4.1 Initial Term. The Term of this Lease shall commence on September 1, 2025
(the “Commencement Date”) and shall continue until May 31, 2030 (the “Initial
Term”) unless sooner terminated as provided herein or by law.

4.2 First Renewal Term. If agreeable to the Parties, this Lease may be renewed for
a first renewal term of sixty (60) months, from June 1, 2030 until May 31, 2035
(“First Renewal Term”). Lessee must provide Lessor written notice of Lessee’s
request to renew the Lease for the First Renewal Term at least ninety (90) days
before the end of the Initial Term, and obtain Lessor’s written consent to renew
the Lease, which consent may be in the Lessor’s sole discretion. Renewal of the
Lease during the First Renewal Term will be upon the same Terms and

Conditions of the Lease, except that Section 5 may be revised in the Parties’
discretion.

4.3 Second Renewal Term. If agreeable to the Parties and if the First Renewal
Term has been exercised, this Lease may be renewed for a second renewal term of
sixty (60) months, from June 1, 2035 until May 31, 2040 (“Second Renewal
Term”). Lessee must provide Lessor written notice of Lessee’s request to renew
the Lease for the Second Renewal Term at least ninety (90) days before the end of
the First Renewal Term, and obtain Lessor’s written consent to renew the Lease,
which consent may be in the Lessor’s sole discretion. Renewal of the Lease
during the Second Renewal Term will be upon the Terms and Conditions of the
Lease, except that Section 5 may be revised in the Parties’ discretion.

4.4 Termination. Either party may terminate the lease with ninety (90) days
written notice.

. RENT:

5.1 Rent. In consideration for leasing the Leased Premises Lessee shall pay to
Lessor during the term of this Lease, without setoff or deduction, a rental as
follows:

Annual Rental Rate shall be $1.00.

CONSTRUCTION, IMPROVEMENTS AND ALTERATIONS:

6.1 As Is Basis. Lessee acknowledges that it has had the opportunity to inspect
the Leased Premises and agrees that Lessee is taking possession of the Leased
Premises “as is, where is,” with no representation from Lessor.

6.2 Construction Costs. Lessee shall not make any improvements of a permanent
nature without prior written approval of the Lessor. The entire cost of any
improvements shall be paid by Lessee. Lessee shall keep the Leased Premises at
all times free and clear of all liens and encumbrances arising out of or claimed by
reason of any work performed, material furnished or obligations incurred by or at
the instance of Lessee and shall hold Lessor harmless for all such liens or claims
of lien and all attorney’s fees and other costs and expenses incurred by reason
thereof.

6.3 Personal Property, Equipment and Fixtures. Upon the termination or
expiration of this Lease, all furniture, fixtures, and equipment, and personal
property shall be removed by Lessee.

. INSURANCE

7.1 Personal Property. It shall be Lessee’s responsibility to carry and maintain, at
Lessee’s sole expense all insurance to cover Lessee’s personal property.

10.

7.2 Liability. Lessee shall, at all times during the term of this Lease, maintain
and keep in force a policy or policies of insurance which will adequately insure
Lessor and Lessee against public liability and property damage in, on or about the
Property. Minimum requirements for an “Owners, Landlords, and Tenants”
policy or a “comprehensive general liability policy shall provide coverage in the
amount of at least $300,000 bodily injury per individual, per occurrence and
$1,000,000 property damage. The policy shall name Lessor as additional insured.
Lessee shall, within thirty (30) days from and after the execution of this Lease,
cause to be issued to Lessor proper certificates of insurance evidencing that the
foregoing convent of Lessee has been complied with, and said certificate shall
provide that if the underlying insurance is canceled or changed during the term of
the policy, the insurance company shall notify Lessor in writing, and that no such
cancellation or change shall become effective until ten (10) days from and after
the date of receipt of such notice by Lessor. Lessor expressly acknowledges and
agrees that Lessee may self-insure for any and all coverage required in the Lease.

USE OF PREMISES;

8.1 Use. The Leased Premises shall be leased to Lessee for the purposes of

an_ office use with additional uses to include warehousing, material storage,
delivery and distribution and other ancillary and accessory uses associated with a
non-profit organization providing goods and materials to the community. Lessee
agrees to comply with all applicable laws, ordinances, statutes, rules, and
regulations, both state and federal, including but not limited to those relating to
safety and hazardous materials in using the leased Premises.

8.2 Hazardous Substances. Lessee shall not sell, store, use, or permit to remain in
or about the Premises any article, material, or substance that could be considered
toxic, hazardous, or which are otherwise regulated substances under any federal,

state, or local laws without the prior written consent of Lessor.

UNAUTHORIZED USE:

Except for Lessor’s employees, contractors, agents, and invitees, Lessor shall not
manage or control unauthorized use of the Leased Premises. Lessee shall be
responsible for removal of unauthorized vehicles for the Leased Premises.

REPAIR AND RESTORATION:

In the event any improvement located on the Leased Premises is damaged or
destroyed by fire or any other casualty not caused by the negligence of Lessor or
any of its third party licensees, Lessee shall remove, repair or rebuild any such
improvement. In the event any improvement located on the Leased Premises is
damaged or destroyed by fire or any other casualty caused by the negligence of
Lessor or any of its third party licensees, Lessor shall repair and rebuild any such
improvement. If such damage or destruction results in the destruction of 50% or
more of the improvements on the Leased Premises, the Responsible Party may, in
lieu of rebuilding or repairing the facility, terminate this Lease. If the Responsible
Party elects to exercise its option to terminate this Lease, such party shall give the
other party notice of such termination within 30 days after the occurrence of such

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11.

12.

13.

damage or destruction. If the Responsible Party is the Lessee, it, upon such
termination, will cause the Leased Premises to be placed in the same condition as
it was prior to the execution of this Lease.

ASSIGNMENT AND SUBLETTING:

Lessee shall not assign or sublet this Lease without the prior written consent of
Lessor, which shall not be unreasonably withheld or delayed. In the event the
Lessee assigns this Lease or any interest herein, or sublets the Leased Premises or
any portion thereof, the Lessee shall not hereby be relieved from any
responsibility to pay the rental as provided for herein, or from any of the other
terms and conditions of this Lease. Notwithstanding the foregoing, Lessee may
allow third parties (“Lessee’s Permittees”) to use the Leased Premises to conduct
events, provided such third party use complies with the provisions of Section 8 of
the Lease. Any use by Lessee’s Permittees shall not release the Lessee from any
liability or obligation under this Lease.

SIGNAGE:

Lessee shall have the right to place signs upon the Leased Premise that facilitate
Lessee’s intended use. Any such signs must first be approved by Lessor, and such
approval shall not be unreasonably withheld.

DEFAULT AND TERMINATION:

13.1 Events of Default. Lessee shall be deemed to be in material default of this
Lease if:

(a) Lessee should fail to make payment of rent or other money obligation when
due and after receiving ten (10) days written notice of such non-payment from
Lessor;

(b) Lessee should fail to observe or perform any other provision of this Lease
where such failing continues for thirty (30) days after written notice from Lessor;
provided, however, that if the nature of the failure is such that more than thirty
(30) days are required for performance, Lessee shall not be deemed to be in
default if Lessee commences performance within thirty (30) days and thereafter
diligently proceeds to completion.

13.2 Termination Remedies. Should Lessee be in default of this Lease, Lessor, in
addition to any other rights or remedies it may have, may terminate this Lease and
re-enter the Leased Premises without judicial order or sanction and remove all
persons as well as personal property belonging to Lessee without liability for
damages by reason of such removal. Lessee shall be liable and reimburse Lessor
for any and all costs and expenses it may incur in removing, transporting and/or
storing such personal property and for any costs incurred by Lessor to restore the
condition of the Leased Premises to its condition at the Commencement Date,
normal wear and tear excepted.

13.3 Remedies Not Exclusive. Except as otherwise provided herein, nor right or
remedy herein conferred on or reserved to Lessor is intended to be exclusive of
any other remedy or right, and each and every right or remedy shall be cumulative

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14.

15.

16.

and in addition to any right or remedy given hereunder or now or hereafter
existing at law, in equity or by stature.

13.4 Default by Lessor. Lessor shall not be deemed to be in default of the
performance of any obligation required to be performed by Lessor hereunder
unless and until Lessor has failed to perform such obligation within thirty (30)
days after written notice by Lessee to Lessor specifying that Lessor has failed to
perform such obligation; provided, however, that if the nature of Lessor’s
obligations are such that more than thirty (30) days are required for Lessor’s
performance, then Lessor shall not be deemed to be in default if Lessor shall
commence such performance within the thirty(30) day period and thereafter
diligently prosecutes the same until completion.

CONDEMNATION:

If any part of the Leased Premises shall be taken for public or quasi-public use
right of eminent domain, or transferred by agreement in connection with such
public or quasi-public use, with or without any condemnation action or
proceeding being instituted, and Lessor and Lessee agree that the remainder is not
sufficient for the use as stated herein, this Lease shall terminate as of the date title
shall vest in the condemnor. All compensation or damages awarded upon such
taking or transfer of the land and improvements, if any, constructed by Lessor
upon the Leased Premises shall go to the Lessor, and all compensation or
damages awarded for the improvements constructed by the Lessee shall go to the
Lessee.

INDEMNIFICATION:

To the extent permitted by law, Lessee shall indemnify and defend and hold
Lessor (including its employees and agents) harmless from any and all claims of
third parties for injury to or death of any person or loss of or damage to any
property arising out of or resulting from any fault or negligence of Lessee, its
employees, agents, contractors or any third parties that Lessee has allowed or
licensed to use the Leased Premises, its maintenance, or in connection with its or
their use of the Leased Premises, provided that the indemnification obligations
provided for in this Lease shall not extend to injury to or death of any person or
loss of or damage to any tangible property to the extent such results from the act,
fault, or negligence of Lessor, or those over whom Lessor exercises the right of
control. Lessee shall not be liable to Lessor for special, indirect, or consequential
damages resulting from its breach of this Lease or its indemnity under this Article

MISCELLANEOUS:

16.1 Notices. Any notices required or permitted to be served hereunder or by
law must be given in writing, either by personal delivery or by mailing by United
States mail, postage prepaid, certified or registered mail, addressed as follows:

To Lessee:

City of Buckeye
City Attorney
530 E. Monroe Ave.
Buckeye, AZ 85326

To Lessor:

Arizona Public Service Company
Real Estate Administration

PO Box 53999, MS 9446
Phoenix, AZ 85072-3999

Attn: Lee Brent Goodrich

16.2 Governing Law. This Lease shall be governed by and construed in
accordance with the laws of the State of Arizona.

16.3 Attorney’s Fees. In the event any action is brought to enforce the terms,
covenants and conditions of this Lease, the prevailing party shall be entitled to
recover reasonable attorney’s fee to be fixed by the court, together with discovery
and investigation costs.

16.4 Waiver. No waiver of any breach of any of the terms, covenants,
agreements, restrictions or conditions of this Lease shall be construed as a waiver
of any succeeding breach of the same or other covenants, agreements and
condition hereof.

16.5 Holding Over. If Lessee shall hold over on the Leased Premises after the
expiration of the term with the consent of the Lessor, either expressed or implied,
such holding over shall be construed to be only a tenancy from month-to-month,
subject to all the covenants, conditions and obligations hereof, and at the same
monthly rental as provided in this lease. Nothing contained herein shall be
construed to give Lessee any rights so to hold over to continue in possession of
the Leased Premises after the expiration of the term.

16.6 Surrender at End of Term. Upon the expiration or earlier termination of
this Lease, Lessee shall surrender to Lessor all of the Leased Premises in the same
condition as it was prior to the execution of this Lease, normal wear and tear
excepted. The surrender, whether or not voluntary, shall not be deemed to work a
merger. Lessee shall not record this Lease against the Leased Premises, nor shall
Lessee record any abstract of this Lease against the Leased Premises without the
written consent of the Lessor.

16.7. Entire Agreement. This Lease contains the entire agreement of the Parties
hereto with respect to the matters covered thereby, and no other agreement,
statement or promise made by any party hereto, or to any employee, officer or
agent of any party hereto, which is not contained herein shall be binding or valid.

16.8 Lease Binding Upon Successors and Assigns. Each of the terms,
covenants and conditions of this Lease shall extend to and be binding on and inure
to the benefit of the Lessor and the Lessee, and their successors, and assigns.

16.9 Relationship of Parties. The relationship of the Parties hereto is that of
Lessor and Lessee. It is expressly understood and agreed that Lessor does not in
any way nor for any purpose become a partner, joint venture, or agent of Lessee
in the conduct of Lessee’s operation or otherwise.

16.10 Time of the Essence. Time is expressly declared to be of the essence of
this Lease.

16.11 Quiet Enjoyment. Lessor warrants that it owns the real property herein
leased. Upon payment by Lessee of the rents herein provided, and upon the
observance and performance of all of the covenants, terms and conditions on
Lessee’s part to be observed and performed, Lessee shall peaceably and quietly
hold and enjoy the Leased Premises for the term without hindrance or equitably
claiming by, through or under Lessor.

16.12 Counterparts. This Lease may be executed in one or more counterparts
which, taken together, shall constitute one agreement.

16.13 Subordination. Lessee shall subordinate its right hereunder to the lien of
any mortgage, deed of trust or other encumbrance now or hereafter placed against
the Leased Premises by Lessor and to all renewals, replacements, consolidations
and extensions thereof.

IN WITNESS WHEREOPF, this Lease has been executed by the Parties hereto as
of the date and year first hereinabove written.

LESSOR: LESSEE:
ARIZONA PUBLIC SERVICE CITY OF BUCKEYE
COMPANY
; Dale W. Benz Jr ;
Signature: J Signature:
Name: Dale Benz Name:

Title: Manager, Real Estate & Facilities Title:

Date: 06/1 0/2025 Date:

Adobe Acrobat Sign Transaction Number: CBJCHBCAABAAoj6skGCWIzS7pnUJBtxuRbARDILIJxjV

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EXHIBIT A
(Leased Premises-Excluding Red-Shaded Area Depicted in Exhibit B)

THAT PART OF THE EAST HALF OF SECTION 2, TOWNSHIP 1 SOUTH,
RANGE 4 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN,
MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SECTION 2, FROM
WHICH THE NORTHEAST CORNER OF SECTION 2 BEARS NORTH 2
DEGREES 33 MINUTES 21 SECONDS EAST 2696.45 FEET;

THENCE NORTH 89 DEGREES 49 MINUTES 08 SECONDS WEST, ALONG
THE EAST WEST MID-SECTION LINE OF SAID SECTION 2 A DISTANCE OF
734.95 FEET;

THENCE NORTH 01 DEGREE 23 MINUTES 00 SECONDS WEST 366.80 FEET;
THENCE SOUTH 89 DEGREES 23 MINUTES 11 SECONDS WEST 40.00 FEET
TO THE POINT OF BEGINNING BEING ON THE WESTERLY LINE OF THAT
CERTAIN PROPERTY AS DESCRIBED IN INSTRUMENT NO. 2005-0147373;

THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST 163.47
FEET;

SOUTH 43 DEGREES 30 MINUTES 00 SECONDS WEST 297.70 FEET;
SOUTH 60 DEGREES 33 MINUTES 11 SECONDS WEST 187.52 FEET;
SOUTH 78 DEGREES 11 MINUTES 24 SECONDS WEST 388.56 FEET;
SOUTH 83 DEGREES 40 MINUTES 09 SECONDS WEST 845.96 FEET;

SOUTH 83 DEGREES 49 MINUTES 09 SECONDS WEST 42.49 FEET TO A
POINT ON THE NORTH SOUTH MID-SECTION LINE OF SAID SECTION 2;

THENCE NORTH | DEGREE 18 MINUTES 57 SECONDS EAST, ALONG SAID
MID-SECTION LINE 125.10 FEET TO THE CENTER OF SAID SECTION 2;

THENCE NORTH | DEGREE 18 MINUTES 57 SECONDS EAST, CONTINUING
ALONG SAID MID-SECTION LINE 2066.97 FEET TO A POINT ON THE
NORTHERLY RIGHT-OF-WAY OF THE ARIZONA AND EASTERN
RAILROAD, AS SHOWN ON AN UNRECORDED QUIT-CLAIM DEED DATED
MAY 14, 1956;

THENCE NORTH 83 DEGREES 33 MINUTES 33 SECONDS EAST, ALONG
SAID RIGHT-OF-WAY 2035.01 FEET TO A POINT ON THE WESTERLY

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RIGHT-OF-WAY LINE OF THE GILA BEND-BUCKEYE HIGHWAY, AS
DESCRIBED BY INSTRUMENT RECORDED IN DOCKET 11792, PAGE 811
AND IN INSTRUMENT NO. 2005-0147343;

THENCE ALONG SAID RIGHT-OF-WAY LINE THE FOLLOWING COURSES
AND DISTANCES; SOUTH 20 DEGREES 29 MINUTES 33 SECONDS WEST
112.17 FEET;

THENCE SOUTH 83 DEGREES 33 MINUTES 33 SECONDS WEST 44.84 FEET;
THENCE SOUTH 20 DEGREES 38 MINUTES 37 SECONDS WEST 99.31 FEET;

THENCE SOUTH 00 DEGREES 41 MINUTES 40 SECONDS WEST, 1280.06
FEET;

THENCE SOUTH 17 DEGREES 49 MINUTES 27 SECONDS WEST 467.87 FEET;

THENCE SOUTH 01 DEGREES 16 MINUTES 20 SECONDS EAST 5.84 FEET TO
THE POINT OF BEGINNING.

EXCEPT THAT PROPERTY AS SET FORTH IN FINAL ORDER OF
CONDEMNATION RECORDED FEBRUARY 08, 2008 AS 2008-0112268 OF
OFFICIAL RECORDS.

ALSO EXCEPT ANY PORTION THEREOF LYING WITHIN THE SOUTHERN
PACIFIC RAILROAD RIGHT-OF-WAY.

EXHIBIT B
(Leased Premises-Excluding Red-Shaded Area Depicted in Exhibit B)

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BUCKEYE SITE PLAN
North NOT TO SCALE FOR REFERENCE ONLY