L-7511 AMENDED AND RESTATED LEASE AGREEMENT (1.17.23).PDF

Maricopa County — Formal (2023-02-08)

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Lease No. L-7511
C-86-22-205-X-01

AMENDED AND RESTATED LEASE AGREEMENT

This Amended and Restated Lease Agreement, hereinafter referred to as “Agreement”, is made and entered
into by and between 4041 Central Plaza, LLC, a Delaware limited liability company, hereinafter referred
to as "Lessor", and Maricopa County, a political subdivision of the State of Arizona, hereinafter referred to
as "Lessee". The Lessor and the Lessee are collectively referred to herein as the “Parties”, or individually
as a “Party”.

RECITALS

WHEREAS, Lessor and Lessee are parties to that certain Lease Agreement L-7511 (C-86-22-205-X-00)
dated July 14, 2021 (collectively, "Current Agreement").

WHEREAS, except with respect to the terms and provisions set forth in the Other Lease (as hereinafter
defined), as of the date hereof this Agreement shall constitute the entire agreement between the Parties
regarding the Premises, defined herein below, and shall set forth all of the covenants, promises and
agreements, either oral or written, between Lessor and Lessee regarding the Premises and shall amend and
supersede the Current Agreement and all other agreements between the Parties regarding the Premises
(excluding the Other Lease), which Current Agreement and all other agreements between the Parties
regarding the Premises as of the date hereof, shall no longer be in effect; excluding, however, the Other
Lease which shall remain in full force and effect.

WHEREAS, simultaneously with the execution of this Agreement, the Parties are entering into a certain
Amended and Restated Lease Agreement for the lease of floors six (6), seven (7) and fourteen (14) and
Suite 840, Suite 850 and Suite A-250 in the Building (the "Other Lease").

WHEREAS, pursuant to the terms of the Other Lease as of June 30, 2023 Suite 840 and Suite 850 will be
deleted from the Other Lease and effective as of July 1, 2023 Lessee desires to add Suite 840 and Suite 850
to this Agreement in accordance with Section 1.1.2 below.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, receipt and
sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows:

Section 1. PREMISES.

1.1 Leased Premises. Lessor owns a certain real property improvements located at 4041 N. Central
Avenue, Phoenix Arizona (“Building”) within a larger development known as 40Forty-One which
is also identified as Maricopa County Assessor Parcel Number 118-25-121B (“Property”), both the
Building and the Property are depicted on Exhibit “A”, which is attached hereto and made a part
hereof. Lessor hereby agree as follows:

1.1.1
Effective as of the Commencement Date Lessor leases to Lessee and Lessee leases from
Lessor Suite 201 located on floor two (2) in the Building and containing approximately
10,700 rentable square feet (“RSF”)) as depicted on Exhibit "B-1" ( the "Premises"),
attached hereto and made a part hereof;

1.1.2
Effective as of July 1, 2023 (the "Expansion Effective Date") the Premises shall be expanded
by adding approximately 5,625 RSF by the addition of Suite 840 and Suite 850 located on
the floor eight (8) of the Building as depicted on Exhibit "B-1" (the "Expansion Space"),

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attached hereto and made a part hereof and Lessor shall lease to Lessee; accordingly,
effective as of the Expansion Effective Date in addition to the Premises, Lessor shall Lease
to Lessee and Lessee shall lease from Lessor the Expansion Space. Effective as of the
Expansion Effective Date, the term "Premises" shall automatically be amended to include
Suite 840 and Suite 850 and the total RSF of the then Premises (Suite 201, Suite 840 and
Suite 850) shall be deemed to be 16,325 RSF for all purposes; and

1.1.3
The Lessor also grants Lessee the right to utilize the 5,904 RSF of office space located on
the second (2nd) floor (“Remaining Space”) as depicted on Exhibit "B-1", subject, however
to the terms set forth in Section 3.1 of this Agreement. Notwithstanding anything in this
Agreement to the contrary, Lessee agrees not to lease or allow any third party to use the
Remaining Space during the Term of this Agreement or any Renewal Term (as defined
below).

1.2 Use of Premises. Lessee shall have exclusive use of the Premises for general and executive office
and storage space purposes and any other legally permitted uses consistent with the character of
similar office buildings in the metropolitan Phoenix, Arizona. Lessee shall have the right to
sublease or license any portion of the Premises to its program partners and like agencies without
Lessor consent provided that: (i) there is no change to the agreed upon use; (ii) such sublessees
and/or licensees have executed subleases or licensees, a copy of which shall be delivered to Lessor
before occupancy by such sublessees and/or licensees; (iii) all Lessee's required insurance shall
fully cover all sublessees or licensees; and (iv) any act or omission by a sublessee or licensee
which would otherwise constitute a default by Lessee if such act or omission was by Lessee shall
constitute a default under this Agreement. Lessee shall have access to the Premises twenty-four
(24) hours per day, seven (7) days per week (Maricopa County recognized holidays excepted).
Lessee is hereby granted a non-exclusive right to use in common with Lessor, other tenants and
occupants, and other parties authorized by Lessor, their respective employees, agents, contractors,
customers and invitees, such parking areas, sidewalks, elevators, hallways, and other common areas
and facilities as Lessor shall from time to time designate for common use (“Common Areas”).

1.3 Project Amenities. Project amenities include deli service/restaurant, on-site property management
team, and live Security Guards on-site at the Property Monday through Friday during Normal
Business Hours (hereinafter defined).

1.4 Parking. Lessee shall have the right to use up to seventy-four (74) unreserved covered parking
spaces, as marked by Lessor, for parking of Lessee’s vehicles in parking spaces at the Building
garage at no charge to Lessee. The monthly validation credit for parking for Lessee's visitors set
forth in Section 1.4 of the Other Lease may be utilized by Lessee 's visitors under this Agreement;
however, such use by Lessee hereunder shall count against the monthly validation credit under the
Other Lease. Provided however that, in the event the Other Lease terminates before the termination
or expiration of the Term or Renewal Term of this Agreement, Lessor shall provide Lessee $175.00
per month in free validation for Lessee’s visitor parking at the Building for the remainder of the
Term or Renewal Term of this Agreement, as the case may be.

1.5 Signage. Lessor shall provide Lessee with Building-standard directory lobby and suite signage at
Lessor’s sole cost (including removal at end of term).

1.6 Tenant Improvements. Lessor, at its sole cost and expense, shall be responsible for permitting,
if required, procurement, construction, project management and delivering the improvements
described and depicted on Exhibit “D” (“Tenant Improvements”), which Tenant Improvements
shall be Substantially Completed (as hereinafter defined) by Lessor on or before March 1, 2024. If
Lessor fails to Substantially Complete the Tenant Improvements within the timeline set forth above,
excluding a Lessee Delay (as hereinafter defined) and/or Force Majeure subject to Section 17.22,

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this shall be a Lessor Event of Default, Lessor shall be in default and Lessee shall be entitled to the
remedies set forth in Section 13.4 of this Agreement.

1.6.2
As Lessor is not a licensed contractor, Lessor shall retain an appropriately licensed
contractor (the “Contractor”) to complete the Tenant Improvements. Lessor shall pay the
Contractor directly for the Tenant Improvements and administer said contract in accordance
with Lessor’s standard procedures and prudent project management.

1.6.3
Lessor, at its sole cost and expense, shall, if required, produce construction plans for the
Tenant Improvements, submit the plans to all required permitting agencies with jurisdiction
and obtain all required permits and approvals for construction of the Tenant Improvements.
Lessor shall be solely responsible for identifying all required permits and approvals.

1.6.4
All Tenant Improvements and construction shall be performed in a good and workmanlike
manner in full compliance with all applicable federal, state and local rules, regulations,
codes and ordinances including, but not limited to, health, building, zoning, fire and safety
codes, all applicable environmental statutes, regulations and ordinances, the Americans with
Disabilities Act of 1990, A.R.S. §§ 9-499.02, 41-1492 through 41-1492.11, the
Architectural Barriers Act of 1968, and the Uniform Federal Accessibility Act of 1983.
Lessor shall also ensure that all activities (operations and/or construction) are in compliance
with all applicable federal, state and local air quality and environmental laws, regulations
or policies.

1.6.5
All construction materials shall be new and shall be subject to industry standard warranties.
Upon completion of the Tenant Improvements, Lessor shall obtain final building inspections
and approvals if required and a certification from the architect that all such work was
constructed in substantial conformity with the applicable plans and specifications if
required. Notwithstanding the foregoing, Lessor shall undertake to remedy, at no expense
to Lessee, those building code violations or other violations of applicable law (if any)
resulting from Lessor’s failure to initially construct the Tenant Improvements in accordance
with applicable building codes and other applicable laws in effect at the time of permit
issuance, of which violations Lessor receives a written violation notice from Lessee or any
governmental authority.

1.6.6
Prior to the commencement of the Tenant Improvements, Lessor shall ensure Contractor has
purchased, and maintains throughout construction, all standard insurance coverage at levels
standard in the industry from a company or companies duly licensed by the State of Arizona
and require any subcontractors to maintain equivalent insurance based in their trade and
participation in the work.

1.6.7
NOTICE IS HEREBY PROVIDED that the staff of Maricopa County’s Public Health
and/or Real Estate Departments do not have the authority to perform technical review or
approval of any plans or work performed to construct the Tenant Improvements. Lessor
also acknowledges that the staff of Maricopa County’s Public Health and/or Real Estate
Departments do not have the authority or ability to issue permits or licenses that may be
required to be obtained pursuant to this Agreement or other permitting or licensing agency
requirements, and the determination of whether Lessor is in compliance with the permitting
and licensing requirements lies with the respective permitting or licensing agency. The
execution of this Agreement shall not be considered approval of any permit or license by
Maricopa County.

1.6.8
The term “Substantially Completed or Substantial Completion” or any grammatical
variation thereof, when used in this Agreement, shall mean that the Tenant Improvements

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have been completed other than Punch List Items (as defined below) and notice delivered
to Lessee that the Tenant Improvements are Substantially Completed.

1.6.9
Within ten (10) business days after notice of Substantial Completion of the Tenant
Improvements, or a portion thereof, Lessee shall supply to Lessor a written list of items that
constitute minor defects or adjustments which can be completed after Substantial
Completion of the Tenant Improvements without causing any material interference with
Lessee’s use of the Premises (the “Punch List Items”), setting forth all corrective work to
the Tenant Improvements which Lessee reasonably believes is/are required to be performed.
Lessor shall perform all such corrective work to the extent necessary and complete the
Punch List Items within the later of thirty (30) calendar days from receipt of the written list
or March 31, 2024. If Lessee does not provide written Punch List Items within such ten
(10) business day period, Lessee shall be deemed to have accepted the Tenant Improvements
in their entirety.

1.6.10 Lessee
hereby
designates
Seth
Bouman,
who
can
be
reached
at
Seth.Bouman@Maricopa.Gov or by phone at 602-372-0563, as its representative and agent
for the purpose of receiving notices, reviewing submittals and issuing requests for changes
to the proposed Tenant Improvements and for Lessee review of the Tenant Improvements.
Lessor
hereby
designates
Sandi
Pruitt,
who
can
be
reached
at
spruitt@younanproperties.com or by phone at 602.489.6247, as its representative and agent
for the purpose of receiving notices, reviewing submittals and requests for changes to the
proposed Tenant Improvements.

1.6.11 Lessee acknowledges that the Tenant Improvements shall be performed by Lessor's
contractors and subcontractors during and after normal business hours Monday through
Friday and any time on weekends and holidays. Lessor and Lessee agree to cooperate with
each other in order to enable the Tenant Improvements to be performed in a timely manner
and with as little inconvenience to the operation of Lessee's business as is reasonably
possible.

1.6.12 If Lessee shall request any changes to the Tenant Improvements ("Change Orders"), Lessee
shall reimburse Lessor within thirty (30) days of demand for the cost of any Change Orders.
Notwithstanding the foregoing, Lessee will only be responsible for the cost if the Change
Order increases the original Tenant Improvement costs. Lessor to provide Lessee original
Tenant Improvement costs summary prior to commencement of Tenant Improvements.

1.6.13 If Lessor is delayed in the performance of the work related to the Tenant Improvements as
a result of the acts or omissions of Lessee or its officers, directors, employees, or agents (the
"Lessee Related Parties"), or their respective contractors or vendors, including, without
limitation, changes requested by Lessee to approved plans, Lessee’s failure to comply with
any of its obligations under this Agreement specifically related to the Tenant Improvement
work which delays the Lessor’s ability to complete Tenant Improvements or Lessee Change
Orders (each a "Lessee Delay"), the work related to the Tenant Improvements shall be
deemed to be Substantially Complete on the date that Lessor could reasonably have been
expected to Substantially Complete same absent such Lessee Delay.

Section 2. RECITALS, TERM AND TERMINATION OF CURRENT AGREEMENT.

2.1 Recitals. The Recitals, by this reference, are hereby incorporated into this Agreement.

2.2 Commencement Date. This Agreement shall commence upon full execution of the Parties
(“Commencement Date”).

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2.3 Term. The initial term of this Agreement shall commence on the Commencement Date and shall
expire on June 30, 2026 (“Term”) unless terminated earlier as provided for herein.

2.4 Intent to Renew. Upon mutual written agreement of Lessor and Lessee, including agreeing to all
of the terms and conditions of the rent during the term of each Renewal Term, the Term of this
Agreement may be extended for two (2) additional periods of five (5) years each (each a “Renewal
Term”). To exercise a Renewal Term, Lessee shall give Lessor written notice of its intent to renew
at least nine (9) months prior to the expiration of the Term or Renewal Term, as the case may be,
whereupon, within thirty (30) days after receipt of Lessee's intent to renew, Lessor and Lessee shall
attempt to reach an mutually acceptable amendment to this Agreement, provided, however, if
Lessor and Lessee are unable to execute an amendment for the Renewal Term within ninety (90)
days, then Lessor shall have no obligation to lease the Premises to Lessee for an additional Renewal
Term and Lessee shall have no right to extend the Term or Renewal Term, as applicable. Time is
of the essence with respect to this Section 2.4.

2.5 Hold Over. In the event of expiration of the Agreement without renewal, Lessor hereby grants to
Lessee the right of continued occupancy of the Premises as “hold over tenant” on a “month to
month” basis for up to six (6) months at the lease rate in effect for the last month of the current
term of the Agreement pursuant to the terms, provisions and conditions of this Agreement. Any
holdover after this six-month period shall be at one hundred and fifty percent (150%) of the last
month’s rent.

2.6 Right of First Offer. During the Term of this Agreement and any Renewal Term, Lessee shall
have the continuing and ongoing right of first offer ("ROFO") to lease contiguous additional office
space to the then Premises in the Building (each, an "Offer Space") at such time as, and if, such
Offer Space becomes available. Provided no Event of Default is then continuing beyond the
expiration of any applicable notice and cure periods, Lessor shall offer such Offer Space to Lessee
by written notice to Lessee of the Offer Space (the "ROFO Notice"), which ROFO Notice shall
state: (i) the specific Offer Space being offered to Lessee, (ii) the rental rate for such Offer Space;
(iii) the lease term for such Offer Space; (iv) date of availability of such Offer Space; and (v) the
amount of tenant improvement allowance on a per-square-foot basis being offered by
Lessor. Within fifteen (15) days of receipt of such ROFO Notice by Lessee, Lessee shall advise
Lessor in writing of its intention to submit a reply to ROFO notice to either lease the Offer Space
offered or to waive its ROFO with respect to the Offer Space set forth in the ROFO Notice (the
"Acceptance Period"). If Lessee shall fail to give Lessor such written notice within the Acceptance
Period, or if Lessee waives its ROFO right within such Acceptance Period, Lessee shall be deemed
not to have exercised this ROFO and the provision of this paragraph shall be of no further force or
effect with respect to the Offer Space offered in such ROFO Notice but not as to any other Offer
Space that may subsequently become available, and Lessor may proceed to seek other lessees and
enter into leases for the Offer Space upon the same terms offered to Lessee in the ROFO Notice
without further obligation to Lessee under this ROFO. Whereupon, within fifty (50) days after
Lessee's Acceptance Period, Lessor and Lessee shall attempt to reach a mutually acceptable
amendment to this Agreement, provided, however, if Lessor and Lessee are unable to agree in
writing upon the terms of the amendment for the Offer Space within such 50-day period, then
Lessor shall have no obligation to lease the Offer Space to Lessee per ROFO and Lessee shall have
no right to the Offer Space, as applicable. If Lessee timely exercises its ROFO to lease any Offer
Space as aforesaid, then Lessor and Lessee shall, execute an amendment to this Agreement,
effective as of the date such Offer Space is to be included in the Premises, on the terms set forth in
the ROFO Notice and, to the extent not inconsistent with the ROFO Notice terms, the terms of this
Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED

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HEREIN, (a) Lessee's right of first offer to lease all or any part of the Offer Space shall be subject
and subordinate, junior and inferior to the renewal options, expansion options, right of first refusal
options and other preferential rights of other tenants in the Building heretofore granted by Lessor
with respect to all or any part of the Offer Space provided that such rights existed prior to the
Commencement Date of the Agreement with reasonable proof of such pre-existing rights provided
to Lessee; and (b) Lessee’s ROFO to lease all or any part of the Offer Space pursuant to this
paragraph shall automatically terminate if Lessee assigns this Agreement or any of Lessee’s rights
under this Agreement to any person or entity.
2.7 Termination of Current Agreement. The Parties hereby agree that the Current Agreement shall
terminate as of the Commencement Date.

Section 3. CONSIDERATION.

3.1 Rent. Within thirty (30) days of receipt of invoice, in consideration for the use of the Premises,
Lessee agrees to pay as full-service gross rent, in equal monthly installments, the sums as follow
effective as of Commencement Date:

Months of Term
Rate per RSF
Monthly Rate
Annual Rate
Commencement
Date – 6/30/2023

$22.50*

$20,062.50* plus
applicable taxes

$240,750.00* plus
applicable taxes
7/1/2023 – 7/31/2023
$00.00**
$00.00**
$00.00**
8/1/2023 – 6/30/2024
$23.00**
$31,289.58** plus
applicable taxes
$375,475.00** plus
applicable taxes
7/1/2024 – 6/30/2025
$23.50**
$31,969.79** plus
applicable taxes
$383,637.50** plus
applicable taxes
7/1/2025 – 6/30/2026
$24.00**
$32,650.00** plus
applicable taxes
$391,800.00** plus
applicable taxes

* Commencing as of the Commencement Date and continuing through 6/30/2023 the Monthly Rate and the
Annual Rate are each based upon 10,700 RSF (Suite 201 only)
** Commencing 7/1/23 and continuing through 6/30/2026 the Monthly Rate and the Annual Rate are each
based upon 16,325 RSF (Suites 201, 840 and 850)

The above rates include all operating expenses. Lessee shall not be subject to any additional expense pass-
through during the Term of this Agreement.

Lessee is only to be charged full-service gross rent on 10,700 RSF for the portion of the Premises
constituting Suite 201 for the entire Term or Renewal Term but will have access to the entire second floor
and will have the right to utilize the Remaining Space on the second floor for additional office space as
provided below. Lessee and Lessor agree that there will be no demising wall separating the Premises from
the Remaining Space unless Lessor leases all or any portion of the Remaining Space to a third party. Lessor
will periodically check to ensure that Lessee is not operating out of the Remaining Space. If Lessee has set
up furniture, equipment, or any personal items in the Remaining Space for the purposes of occupying and/or
operating out of the Remaining Space, Lessor will give Lessee notice to vacate the Remaining Space. If
Lessee does not remove such furniture and/or property and/or vacate the Remaining Space within five (5)
business days, Lessee and Lessor agree that Lessor will charge Lessee the then current full-service gross
rent per square foot on any portion of the Remaining Space on a month-to-month basis and it will become
part of the Premises as defined in this Agreement effective as of the date of Lessee’s occupancy of the
Remaining Space, until such time the Remaining Space is vacated. Lessee agrees to execute an amendment

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to this Agreement for the purpose of incorporating the addition to the Premises resulting from Lessee’s use
of the Remaining Space. Subject to Lessee's ROFO set forth in Section 2.6 above, Lessor shall have the
ongoing right to lease all or any portion of the Remaining Space to third parties and construct a demising
walls.

3.2 Operating Expenses. All operating expenses provided to the Building, Premises, and Common Areas,
including but not limited to, property management, security, insurance, property taxes, electricity, gas,
water, sewer and trash removal, janitorial services (Building-standard janitorial) and other Building
maintenance services, are the sole responsibility of Lessor and are included in the full-service rent set
forth above.

3.3 Security Deposits. No security deposit is required.

3.4 Late Payments. Lessee hereby acknowledges that late payment by Lessee to Lessor of rent and other
amounts due under this Agreement will cause Lessor to incur costs not contemplated by this Agreement,
the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not
limited to, processing and accounting charges and late charges, which may be imposed on Lessor by
the provisions of any mortgage or deed of trust encumbering the Premises or any credit agreement
executed by Lessor in connection therewith. Accordingly, if Lessor or its designee does not, within
five (5) days after the due date thereof, receive the rent or any other amount due under this Agreement,
then a late charge (“Late Charge”) equal to the five percent (5%) of such past due amount shall
automatically accrue, and Lessee shall immediately pay such Late Charge to Lessor. The parties hereto
hereby agree that such Late Charge represents a fair and reasonable estimate of the costs Lessor will
incur by reason of Lessee’s failure to make its payment when due. Acceptance of such Late Charge by
Lessor shall in no event constitute a waiver of Lessee’s default with respect to such past due amount or
restrict or prevent Lessor from exercising and enforcing any of Lessor’s other rights and remedies under
this Agreement and applicable law. All past due rent and other amounts due under this Agreement
shall accrue interest at the lesser of the maximum contractual rate permitted by applicable law or ten
percent (10%) per annum.

Section 4. INSURANCE. Lessee, shall at all times during the Term of this Agreement and at its own
cost and expense, procure and continue in force the following insurance coverage: (i) Commercial General
Liability Insurance with a combined single limit for bodily injury and property damages of not less than
Two Million Dollars ($2,000,000) per occurrence and Three Million Dollars ($2,000,000) in the annual
aggregate, including products liability coverage if applicable, covering the insuring provisions of this
Agreement and the performance of Lessee of the indemnity and exemption of Lessor from liability
agreements set forth in Article 13 hereof; (ii) a policy of standard fire, extended coverage and special
extended coverage insurance (all risks), including a vandalism and malicious mischief endorsement,
sprinkler leakage coverage and earthquake sprinkler leakage where sprinklers are provided in an amount
equal to the full replacement value new without deduction for depreciation of all (A) Tenant Improvements,
Alterations, fixtures and other improvements in the Premises and (B) trade fixtures, furniture, equipment
and other personal property installed by or at the expense of Lessee; (iii) Worker's Compensation coverage
as required by law; (iv) automobile liability insurance in the amount of $1,000,000.00 for owned, non-
owned and hired vehicles; and (v) business interruption, loss of income and extra expense insurance
covering failure of Lessee's telecommunications equipment and covering all other perils, failures or
interruptions. Notwithstanding the foregoing, Lessee shall be permitted to self-insure for the perils set forth
above and Lessee represents and warrants that at all times during the Term of this Agreement and any
Renewal Term shall self-insured. A letter of self-insurance shall be provided to Lessor upon request. The
failure to timely pay a claim shall constitute a County Event of Default (as hereinafter defined). Lessor and
Lessee each agree to have their respective insurers waive any rights of subrogation that such companies

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may have against the other party. Lessee hereby waives any right that Lessee may have against Lessor and
Lessor hereby waives any right that Lessor may have against Lessee as a result of any loss or damage to
the extent such loss or damage is insurable under such policies.

Section 5. MAINTENANCE/UTILITIES.

5.1 Phone and Internet. Lessee shall be responsible for the payment of its use of the following
services: phone, internet services (to include internet and phone wiring) and security systems for
the Premises.

5.2 Operating Hours. Normal operating hours of the Building are 7:00 AM – 6:00 PM, Monday –
Friday, and 8:00 AM – 1:00 PM on Saturday (“Normal Business Hours”). If Lessee desires HVAC
services outside Normal Business Hours (“After Hours Usage”), Lessee shall not be charged After
Hours Usage. Lessee shall provide advance notice to the Lessor of the proposed need.

5.3 Maintenance. Lessor warrants as of the Commencement Date that the existing electrical,
plumbing, fire sprinkler, lighting, HVAC (heating, ventilation, and air-conditioning), leading
doors sump pumps, if any, and all other such structural and mechanical elements in the Premises
and Building shall be in good operating condition and that the structural elements of the roof,
bearing walls and foundation of the Building and the Premises shall be free of material defects.
Lessor agrees to provide all necessary maintenance services to the Building and Common Areas
and all necessary maintenance services to the structural and mechanical elements of the Premises
and Premises restrooms throughout the Term of this Agreement or any extensions thereof. Lessor
shall maintain the structure of the Building and Premises in good repair, maintain in good condition,
replace when necessary and shall correct any hazardous conditions existing as the result of any
structural defect or unsoundness and any unsafe condition. Except with respect to Lessor's
obligations with respect to the Premises set forth above, Lessee shall maintain and keep the
Premises in good repair and in good condition. The term “structure” as used herein, includes walls,
roofs, floors (excluding flooring within the Premises), foundations, stairways and exterior walls
and sidewalks. Lessor shall also keep all utility systems serving the Building and Premises, as well
as keep all Building and Premises mechanical, plumbing, electrical, HVAC systems operating and
in a state of good repair (excluding any supplemental cooling systems installed by Lessee, which
shall be Lessee's responsibility). All damage caused by Lessee, its employees, contractors and
invitees shall be repaired at Lessee’s sole cost. Lessor shall further keep the exterior grounds and
all Common Areas clean and free from trash and other rubbish. Lessor will keep all elevators
(including freight) in good working order with regular maintenance and capital upgrades as needed.
If at any time during the Term, except during an event of Force Majeure (as hereinafter defined)
fifty percent (50%) of the elevators (including freight) are out of service greater than twenty-one
(21) consecutive days then Lessee shall receive one (1) day of free rent for each one (1) day past
the twenty-first (21st) day the elevators (including freight) are not greater than 50% operational.
Lessor will perform and bear all the costs of all necessary capital repairs and capital replacements,
including but not limited to: the base Building, parking areas, and major Building systems
(including, without limitation, those costs required for compliance with laws).

Section 6. RETURN OF PREMISES. At the expiration or termination of the Agreement, Lessee will
leave the Premises in a good and clean condition, normal wear and tear excepted. Lessee may, in its sole
discretion, abandon any improvements made by or behalf of Lessee or remove said improvements and
restore the Premises to its original condition, normal wear and tear excepted.

Section 7. ASSIGNMENT. Except as referred to in Section 1.2 hereinabove, Lessee will not assign this
Agreement or sublet the Premises without the prior written consent of Lessor, which consent shall not
unreasonably be withheld. This Agreement shall be binding upon the Parties hereto and their respective
heirs, successors and assigns.

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Section 8. ENTRY. Lessor shall have the right, but not the obligation, to inspect the Premises at reasonable
times after reasonable notice to Lessee. Lessor shall also have the right of entry without notice in the event
of an emergency that may, in the Lessor’s sole discretion, endanger the life or safety of the Building and/or
its occupants.

Section 9. NOTICE. Notices, waiver or other communication under this Agreement shall be effective if
in writing and personally served, or sent by certified mail, return receipt requested, with postage prepaid or
by commercial express delivery service providing receipted delivery. All such notices shall be addressed
to the Parties at the addresses noted below. If personally served, or sent via commercial delivery service,
any such notice shall be deemed given at the time of such service or, if by mail, two (2) calendar days
following the depositing of the same in a post office box regularly maintained by the United States Postal
Service. Either Party may designate in writing a different address for notice purposes pursuant to this
Section.

Lessor:

c/o Younan Properties, Inc.

21900 Burbank Blvd., 2nd Floor

Woodland Hills, California 91367

Attn: General Counsel

With a copy to:
4041 Central Plaza, LLC

c/o Younan Properties, Inc.

21900 Burbank Blvd., 2nd Floor

Woodland Hills, California 91367

Attn: Asset Manager

Lessee:

Maricopa County Real Estate Department
Attn: Director
2801 W. Durango Street
Phoenix, Arizona 85009

With a copy to:
Maricopa County Public Health
Attn: Deputy Director
4041 N Central Ave, 14th Floor
Phoenix, Arizona 85004

Invoices to Lessee shall be in writing and sent via mail or email as follows:

mitchell.lach@maricopa.gov

Section 10. NOTICE OF SALE. If the Building is sold during the Term or any Renewal Term of the
Agreement, Lessor shall notify Lessee in writing, via certified mail, within thirty (30) days of the transfer
date.

Section 11. INDEMNIFICATION. Each Party (as “indemnitor”) agrees to indemnify, defend and hold
harmless the other Party (as “indemnitee”) from and against any and all claims, losses, liability, costs or
expenses (including reasonable attorneys’ fees) (hereinafter collectively referred to as “claims”) arising out
of bodily injury of any person (including death) or property damage, but only to the extent that such claims
are caused by the willful misconduct or gross negligence of the indemnitor, its officers, officials, agents,
employees, or volunteers.

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Section 12. TERMINATION.

12.1
Conflicts. This Agreement is subject to A.R.S. § 38-511 and may be canceled by Lessee
pursuant thereto without any penalty or liability to Lessee.

12.2
Non-Appropriation of Funds. This Agreement may be terminated by Lessee at the end
of any fiscal year due to non-appropriation of funds. County’s fiscal year ends June 30th. State and
Federal fiscal year ends September 30th. Lessor and/or any of its employees, agents, officers,
directors, members, successors or assigns hereby waives any and all rights to bring any claim
against County or its employees, agents, officers, directors, members, successors or assigns from
or relating in any way to County’s termination of this Agreement pursuant to these Sections 12.1
and 12.2

Section 13.
DEFAULT; REMEDIES.

13.1
Lessee Default. Each of the following shall constitute a material breach of this Agreement
and an event of default by Lessee (“County Event of Default”) hereunder:

(a) Lessee’s failure to pay consideration or any other dollar amount under this Agreement when
due, where such failure shall continue for a period of ten (10) business days after Lessee
receives written notice thereof from Lessor.

(b) Lessee assigning or subleasing (except as otherwise expressly permitted in Section 1.2 above)
all or any portion of the Premises without Lessor’s prior written consent.

(c) Lessee’s failure to observe or perform any of the material covenants, conditions or provisions
of this Agreement to be observed or performed by Lessee, other than as described in Subsection
13.1(a), where such failure shall continue for a period of thirty (30) days after Lessee receives
written notice thereof from Lessor, or such additional period of time thereafter as Lessor and
Lessee may agree in writing and may be reasonably necessary under the circumstances to cure
such default if Lessee commences to cure such default within said thirty (30) day period and
thereafter diligently proceeds to cure such default.

13.2
Lessor Remedies. Upon the occurrence of any County Event of Default, Lessor may, at
its option, terminate this Agreement without penalty at any time prior to the curing of such County
Event of Default by delivering to Lessee written notice of termination of this Agreement prior to
Lessee's curing such County Event of Default. Further, upon any occurrence of any County Event
of Default and at any time thereafter, Lessor may, but shall not be required to, exercise any remedies
now or hereafter available to Lessor at law or in equity.

13.3
Lessor Default. Each of the following shall constitute a material breach of this Agreement
and an event of default by Lessor (“Lessor Event of Default”) hereunder:

(a) Lessor’s failure to Substantially Complete the Tenant Improvements by March 1, 2024, except
for Punch List Items; provided, however, in the event of a Lessee Delay, Lessor shall be entitled
to one additional day for each day that the work related to the Tenant Improvements is delayed
due to a Lessee Delay.

(b) Lessor’s failure to observe or perform any of the material covenants, conditions or provisions
of this Agreement to be observed or performed by Lessor, other than as described in Subsection
13.3(a), where such failure shall continue for a period of thirty (30) days after Lessor receives
written notice thereof from Lessee or such additional period of time thereafter as Lessor and
Lessee may agree in writing and may be reasonably necessary under the circumstances to cure

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such default if Lessor commences to cure such default within said thirty (30) day period and
thereafter diligently proceeds to cure such default.

13.4
Lessee Remedies. In the event of a Lessor Event of Default, Lessee may, at its option,
terminate this Agreement without penalty at any time prior to the curing of such Lessor Event of Default
by delivering to Lessor written notice of termination of this Agreement prior to Lessor's curing such Lessor
Event of Default. In the event a Lessor Event of Default is a default pursuant to Section 13.3(a) above, and
Lessee does not elect to terminate this Agreement, Lessee shall be entitled to a day for day rent abatement
until Tenant Improvements are Substantially Complete, above and beyond the five (5) months of free rent
set forth in Section 3.1 above. Further, upon the occurrence of any Lessor Event of Default and at any time
thereafter, Lessee may, but shall not be required to, exercise any remedies now or hereafter available to
Lessee at law or in equity.

13.5
Attorneys’ Fees and Costs. In the event Lessor or Lessee resort to legal proceedings to
enforce any right under this Agreement or to obtain relief for any default by the other Party, the Party
prevailing in such proceedings shall be entitled to recover from the defaulting Party the costs thereof,
including reasonable attorneys’ fees and costs.

Section 14. SUBORDINATION AND ATTORNMENT. Within forty-five (45) days after written
request of the Lessor, Lessee will subordinate its rights, in writing in substantially the same form as the
attached Exhibit “E”, attached hereto and by this reference made a part hereof, hereunder to the lien of any
mortgage now or hereafter in force against the Building or any portion thereof, and to all advances made or
hereafter to be made upon the security thereof, and to any ground or underlying lease of the Building
provided, however, that in such case the holder of such mortgage, or the lessor under such agreement shall
agree that this Agreement shall not be divested or in any way affected by foreclosure, or other default
proceedings under said mortgage, obligation secured thereby, or lease, so long as the Lessee shall not be in
default under the terms of this Agreement. Lessor agrees that this Agreement shall remain in full force and
effect notwithstanding any such default proceedings under said mortgage or obligation secured thereby.

Section 15. ESTOPPEL CERTIFICATES. Within forty-five (45) days after written request from Lessor,
Lessee shall execute and deliver to Lessor a written statement in substantially the same form as Exhibit “F”,
which is attached hereto and made a part hereof, certifying: (a) that the Agreement is unmodified and in
full force and effect, or is in full force and effect as modified and stating the modifications; (b) the amount
of base consideration and the date to which the base consideration and additional consideration have been
paid in advance; (c) the amount of any security deposited with Lessor; and (d) that Lessor is not in default
hereunder or if Lessee is claiming Lessor to be in default, stating the nature of any claimed default. Any
such statement may be relied upon by a purchaser, assignee or lender.

Section 16. ALTERATIONS. Lessee, from time to time, may desire to make alterations, modifications
and improvements to the interior of the Premises (“Alteration”) as may be necessary or desirable for the
conduct of business of Lessee. No Alteration shall be performed without Lessor’s written approval except
such consent shall not be required for any Alteration that: (i) is nonstructural; and (ii) does not impact the
Building systems, impact Building structure, require a permit, or materially affect the air quality of the
Building. If written approval is required, request shall be presented to Lessor with detailed plans. Consent
shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii)
furnishing Lessor with copies of permits, plans and specifications prior to commencement of the work, and
(iii) compliance with all conditions of said permits and other laws, covenants or restrictions of record,
regulations and ordinances (“Applicable Requirements”). Any Alteration shall be performed in a
workmanlike manner with good and sufficient materials. Lessee shall promptly pay upon completion and
furnish Lessor with as built plans (if applicable) and specifications. Lessee shall be responsible to maintain
all Alterations in good condition and repair at Lessee's sole cost and expense.

Section 17. GENERAL.

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17.1
Lessor. The term “Lessor” as used herein includes the singular as well as the plural, the
masculine and feminine as well as the neuter.

17.2
Time is of the Essence. Time is of the essence of this Agreement. The word(s) “day” or
“days” as utilized in this Agreement shall mean calendar days unless expressly stated otherwise. If
the date for performance of any obligation hereunder or the last day of any time period provided
herein shall fall on a Saturday, Sunday or legal holiday, then said date for performance or time
period shall expire on the first day thereafter which is not a Saturday, Sunday or a legal holiday.

17.3
No Partnership or Joint Venture. Nothing contained in this Agreement shall create any
partnership, joint venture or other arrangement between Lessor and Lessee. Except as expressly
provided herein, no term or provision of this Agreement is intended or shall be for the benefit of
any person or entity not a Party hereto, and no such other person or entity shall have any right or
cause of action hereunder.

17.4
Venue; Governing Law. The proper venue for any proceeding at law or in equity or under
the provisions for arbitration shall be Maricopa County, Arizona and the Lessor and Lessee hereby
waive any right to object to venue. This Agreement shall be construed in accordance with and be
governed by the laws of the State of Arizona.

17.5
Entire Agreement. This Agreement, together with any supplemental provisions attached
hereto, constitutes the entire agreement between the Parties and sets forth all of the covenants,
promises, agreements, conditions and understandings between Lessor and Lessee, and there are no
covenants promises, agreements, conditions or understandings, either oral or written, between
Lessor and Lessee other than as set forth herein, and those agreements that are executed
contemporaneously herewith. This Agreement shall be construed as a whole and in accordance
with its fair meaning and without regard to any presumption or other rule requiring construction
against the Party drafting this Agreement. This Agreement cannot be modified or changed except
by a written instrument executed by Lessor and Lessee. Lessor and Lessee have reviewed this
Agreement and have had the opportunity to have it reviewed by legal counsel.

17.6
Waiver. Waiver of any breach of any term, conditions or covenant herein contained shall
not be deemed to be a waiver of any subsequent breach of any term, covenant or condition herein.

17.7
Quiet Enjoyment. Lessor covenants that Lessee, upon paying all full service rent as
provided herein and upon complying with all of its other obligations hereunder, shall be entitled to
lawfully and quietly hold, occupy and enjoy the Premises during the Term or any Renewal Term
without hindrance or molestation by Lessor or by anyone lawfully claiming by, through or under
Lessor, subject, however, to the terms and conditions of this Agreement.

17.8
Authority to Execute. Any individual executing this Agreement on behalf of or as
representative for a corporation or other person, firm, partnership or entity represents and warrants
that he/she is duly authorized to execute and deliver this Agreement on behalf of said corporation,
person, firm, partnership or other entity and that this Agreement is binding on said entity in
accordance with its terms. On or before the execution of this Agreement, any individual executing
this Agreement on behalf of Lessor shall provide documentation as reasonably approved by Lessee
that he/she is duly authorized to execute and deliver this Agreement on behalf of Lessor and that
this Agreement is binding on said entity in accordance with its terms.

17.9
Partial Invalidity. If any term, covenant, condition or provision of this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.

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17.10
Headings. Sections and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

17.11
Cooperation. Lessor and Lessee agree to reasonably cooperate in the execution and/or
delivery of such other instruments and documents as may be reasonably necessary to fulfill the
covenants and obligations to be performed by Lessor and/or Lessee pursuant to this Agreement.

17.12
Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument. Electronic signatures shall have the same force and effect as original signatures.

17.13
Not Binding Until Signed. Submission of this instrument for examination shall not bind
Lessor or Lessee in any manner, and no lease or obligation on Lessor or Lessee shall arise until this
Agreement is executed and delivered by both Lessor and Lessee.

17.14
Administration of Agreement. The Assistant County Manager for Maricopa County,
and/or the Real Estate Director for Maricopa County shall administer this Agreement, including
execution of documents.

17.15
Damage and Destruction. If all or any portion of the Premises is damaged or made
inaccessible due to damage to the Premises or the Building by fire or other insured casualty and the
insurance proceeds have been made available therefor by the holder or holders of any mortgages
covering the Premises or the Building, the damage shall be repaired by Lessor to the extent such
insurance proceeds are available therefor and provided such repairs can, in Lessor’s reasonable
opinion, be completed within one hundred eighty (180) days after the necessity for repairs as a
result of such damage becomes known to Lessor without the payment of overtime or other
premiums, and until such repairs are completed rent shall be abated in proportion to the part of the
Premises which is unusable by Lessee in the conduct of its business (but there shall be no abatement
of rent by reason of any portion of the Premises being unusable for a period equal to ten (10) days
or less). If repairs cannot, in Lessor’s reasonable opinion, be completed within one hundred eighty
(180) days after the necessity for repairs as a result of such damage becomes known to Lessor
without the payment of overtime or other premiums, either Party may terminate this Agreement,
by notifying the other Party in writing of such termination within sixty (60) days after Lessor learns
of the necessity for repairs as a result of damage. In addition, Lessor may elect to terminate this
Agreement if the Building shall be damaged by fire or other casualty or cause, whether or not the
Premises are affected, and the damage is a material uninsured loss by Lessor under the Lessor’s
insurance policies. A total destruction of the Building shall automatically terminate this
Agreement. Except as provided in this Section 17.15, there shall be no abatement of rent and no
liability of Lessor by reason of any injury to or interference with Lessee’s business or property
arising from such damage or destruction or the making of any repairs, alterations or improvements
in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment
therein. Lessee understands that Lessor will not carry insurance of any kind on Lessee’s furniture,
furnishings, trade fixtures or equipment, and that Lessor shall not be obligated to repair any damage
thereto or replace the same. If this Agreement is not terminated, during any period when Lessee’s
use of the Premises is materially impaired by damage or destruction, rent shall abate in proportion
to the degree to which Lessee’s use of the Premises is impaired until such time as the Premises are
made tenantable as reasonably determined by Lessor. Unless this Agreement is terminated as
provided in this Section 17.15, Lessor shall proceed with reasonable promptness to repair and
restore the Building and/or the Premises to its condition as existed prior to such casualty, subject
to reasonable delays for insurance adjustments and Force Majeure.

17.16
Condemnation. If the whole or any material part of the Premises or the Building shall be
taken by power of eminent domain, Lessor shall have the right to terminate this Agreement as of

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the date possession is required to be surrendered to the applicable authority by giving Lessee written
notice thereof. If any part of the Premises or Building is taken, Lessee shall have the right to
terminate this Agreement upon giving Lessor written notice thereof. Notwithstanding the
foregoing, Lessee shall have the right to recover such compensation as may be separately awarded
to, or recoverable by, Lessee in Lessee’s own right.

17.17
Brokers. Lessor and Lessee hereby represent and warrant to the other Party that it has not
retained or dealt with any broker with respect to this transaction other than Collier's International
on behalf of Lessor, and Jones Lang LaSalle on behalf of Lessee (collectively, “Brokers”), and that
they know of no other real estate broker or agent who is entitled to a commission in connection
with this Agreement. Lessor and Lessee each agree to indemnify, protect and hold the other
harmless for, from and against any costs, losses, damages and expenses, including costs and
expenses reasonably incurred with respect thereto, incurred by the other which arise directly or
indirectly out of the breach of such representation and warrant by the indemnifying party. The terms
of this Section shall survive the expiration or earlier termination of the Agreement.

17.18
Certification Pursuant to A.R.S. § 35-394. Lessor warrants and certifies that it does not
currently, and agrees for the duration of Agreement that it will not, use:
1. the forced labor of ethnic Uyghurs in the People's Republic of China.
2. any goods or services produced by the forced labor of ethnic Uyghurs in the People's
Republic of China.
3. any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People's Republic of China.
If Lessor becomes aware during the term of the Agreement that the Lessor is not in compliance
with this paragraph, the Lessor shall notify the Lessee within five (5) business days after becoming
aware of the noncompliance. Failure of Lessor to provide a written certification that the Lessor has
remedied the noncompliance within one hundred eighty (180) days after notifying Lessee of its
noncompliance, this Agreement shall terminate unless the Term of this Agreement shall end prior
to said one hundred eighty (180) day period.

17.19
Immigration. Lessor, for itself and all subcontractors, if any, shall comply and warrants
full compliance with all federal immigration laws and regulations that relate to their employees,
and their compliance with A.R.S. §23-214 et seq. A breach of this warranty shall be deemed a
material breach of this Agreement that is subject to penalties up to and including termination of
this Agreement. The County retains the right to inspect the papers of Lessor or sub-contractors’
employee(s) who work on the Building or Premises to ensure that the Lessor or subcontractor is
complying with the warranty provided above. The Lessor shall make all papers and employment
records of the said employee(s) available during normal working hours in order to facilitate such
an inspection. Nothing herein shall make any Lessor or subcontractor an agent or employee of the
Lessee.

17.20
E-Verify. The Lessor for itself and all subcontractors, if any, warrants that it complies with
verification of employment eligibility and E-Verify Program.

17.21
Certification Pursuant to A.R.S. §35-393.01. If Lessor engages in for-profit activity and
has ten (10) or more employees and if this Agreement has a value of one hundred thousand dollars
($100,000) or more, Lessor certifies it is not currently engaged in and agrees for the duration of
this Agreement to not engage in, a boycott of goods or services from Israel. This certification does
not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C.
§ 4842.

17.22
Force Majeure. Whenever a period of time is herein provided for either Party to perform
(other than the payment of the rent or any other amounts due under this Agreement), said Party
shall not be responsible for, and there shall be excluded from the computation of such period of

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time, any delays due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil
disturbances, governmental regulations or laws, disasters, pandemics and other causes beyond the
reasonable control of the performing Party ("Force Majeure").
.

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IN WITNESS WHEREOF, the Parties have fully executed this Agreement as of the last date written below.

LESSOR: 4041 Central Plaza, LLC,
a Delaware limited liability company

By: ____________________________________

Tony Avila

Date
Executive Vice President

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LESSEE:
Maricopa County, a political subdivision of
State of Arizona

_______________________________________
___________________________________,
Chairman of the Board of Supervisors

ATTEST:

_______________________________________
Clerk of the Board

Date

APPROVED as to FORM:

_______________________________________
Deputy County Attorney Date

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Exhibit “A”

Building and Property

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Exhibit “B-1”
Premises (floorplans)

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Exhibit “B-2”

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Exhibit “C”

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Exhibit “D”

TENANT IMPROVEMENTS
Lessor will complete and assume all costs associated with the following:

o All Premises floors’ restrooms will be fully renovated.
o Resolve, repair and maintain all elevators to operate in a safe and efficient manner.
o Resolve, repair and maintain all freight elevator issues.
o Professionally clean carpets and/or replace carpet squares in areas with stains or damage
as reasonably determined by Lessee.
o Repair or replace ceiling tiles that are damaged, cracked or stained as reasonably
determined by Lessee.
o Paint the entire Premises.
o Lobby directory & TV shall be replaced and/or repaired and fully operational.

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Exhibait “E”

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
CERTIFICATE

THIS AGREEMENT (“SNDA”) is executed by and between (hereinafter referred to as Lender) and
Maricopa County, a political subdivision of the state of Arizona (hereinafter referred to as Lessee or
County),

WITNESSETH:

WHEREAS, Lessee has entered into a Lease Agreement dated (hereinafter referred to as
“Lease”) for certain premises located at , said premises more particularly described in said Lease,
and

WHEREAS, Lender has made a loan to Lessor, , in the sum of $ secured by a ,
Assignment of Rents and Security Agreement on the Lessor’s interest in the premises (the “Security
Agreement”) of which the leased premises are a portion, recorded in the official records of the Maricopa
County Recorder’s Office, and

WHEREAS, Lessee has agreed to the subordination of the Lease to the Security Agreement on the
condition that it is assured of continued use and occupancy of the premises under the terms of said Lease
and this SNDA, and

WHEREAS, Lender agrees to such continued use and occupancy by Lessee provided that by these
presents Lessee agrees to recognize and attorn to Lender or purchaser in the event of foreclosure or
otherwise.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, it is
hereby mutually covenanted and agreed as follows:

1. In the event it should become necessary to foreclose the Security Agreement or Lender should
otherwise come into possession of the premises, Lender will not join Lessee under said Lease in
summary or foreclosure proceedings and will not disturb the use and occupancy of Lessee under
said Lease so long as Lessee is not in default under any of the terms, covenants, or conditions of
said Lease; and has not prepaid the rent except monthly in advance as provided by the terms of
said Lease.

2. Lessee agrees that in the event any proceedings are brought for the foreclosure of any such Security
Agreement it will attorn to the purchaser of such foreclosure sale and recognize such purchaser as
the Lessor under said Lease. Said purchaser, by virtue of such foreclosure to be deemed to have
assumed and agreed to be bound, as “Substitute Lessor”, by the terms and conditions of said Lease
until the resale or other disposition of its interest by such purchaser, except that such assumption
shall not be deemed of itself an acknowledgement of such purchaser of the validity of any then
existing claims of Lessee against the prior lessor. All rights and obligations herein and hereunder
to continue as though such foreclosure proceedings had not been brought, except as aforesaid.
Lessee agrees to execute and deliver to any such purchaser such further assurance and other
documents, confirming the foregoing as such purchaser may reasonably request. Lessee waives
the provisions of any statute or rule of law now or hereafter in effect which may give or purport
to give it any right or election to terminate, except as expressly provided for in said Lease.

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Accordingly, from and after such event “Substitute Lessor” and Lessee shall have the same
remedies against each other for the breach of an agreement contained in the Lease as Lessee and
Lessor had before “Substitute Lessor” succeeded to the interest of the Lessor; provided however,
that “Substitute Lessor” shall not be;

a.
liable for any act or omission of any prior lessor (including Lessor); or

b.
subject to any offsets or defenses that Lessee might have against any prior lessor (including
Lessor); or

c.
bound by any rent or additional rent that Lessee might have paid for more than one month
in advance to any prior lessor (including Lessor); or

d.
liable for the return of any security deposit.

3. The provisions of this SNDA are binding upon and shall inure to the benefit of the heirs, successors
and assigns of the parties hereto.

4. The execution of this document is expressly authorized by Maricopa County in Section(s)
of the Lease. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same instrument.
Electronic signatures shall have the same force and effect as original signatures.

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IN WITNESS WHEREOF this SNDA is effective the day and year last written below.

LESSEE: Maricopa County, a political subdivision of the state of Arizona

______________________________________________

By: [Name]

Date
Director, Maricopa County Real Estate Department

APPROVED as to FORM:

_______________________________________________
Deputy County Attorney

Date

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The terms of the above SNDA are hereby consented and agreed to by Owner/Lessor:

LESSOR: [Name]

_______________________________________________
[Name], [Title]

Date

LENDER: [Name]

________________________________________________
[Name], [Title]

Date

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Exhibit “F”

LESSEE ESTOPPEL CERTIFICATE

THE PURPOSE of this certificate is to confirm the current status of matters relating to the Lease described
below. This Estoppel Certificate is for the benefit of the Lessor and , its successors and/or assigns
(hereinafter “Lender”) and for no other person or entity.

1. Maricopa County, a political subdivision of the state of Arizona, is the Lessee or Lessee under a
lease agreement (hereinafter the “Lease”) with, as Lessor dated , 20 covering
the premises (hereinafter the “Premises”) described as: a lease located at . The Premises are
more fully described in the attached fully executed copy of the Lease (and all amendments or
modifications thereto, if any) and Exhibit “ ” of said Lease. Other than as set forth above,
there are no other modifications or amendments to the Lease.

2. The Premises have been accepted by the Lessee; and the Lessee now occupies the Premises
pursuant to the Lease terms. The commencement date for the term of the Lease is ,
20 .

3. The Lease will expire unless terminated earlier as provided for in the Lease and is subject
to an option to renew and the right to holdover.

4. Lessor has completed all Tenant Improvements (as defined in the Lease), if any, as required under
the terms of the Lease.

5. Lessee claims that the Lessor has not performed the following Lessor’s obligations as directed
by the Lease:

6. The current fixed consideration for the Premises is $ per month plus rental tax. Lessee
has paid the current month’s consideration in full. There are no other rents or other charges under
the Lease which are due and unpaid at this time. Considerations are fully paid (if required by the
Lease) through the last day of the month in which this Estoppel Certificate has been executed.

7. The Lessee has made no security deposit.

8. Except for rents (if any) which may be due under the Lease for the current month, there are no
rents, offsets or credits against future accruing rents, or other charges which have been prepaid
to the Lessor under the Lease.

9. Lessor granted Lessee a right of first refusal to purchase a portion of the real property upon which
the Premises are situated.

10. Lessee has received no notice of a prior sale, transfer, assignment, hypothecation or pledge of
said Lease or of the rents secured therein, except to Lender.

11. Lessee acknowledges that this Estoppel Certificate and the statements herein may be conclusively
relied upon by the Lessor and other person(s) or entity (ies) named above in the first paragraph.

12. This agreement shall be binding upon and inure to the benefit of the Lessor, and any other
person(s) or entity (ies) named above in the first paragraph.

Lease No. L-7511
C-86-22-205-X-01

13. The execution of this document is expressly authorized by Maricopa County in Section(s)
of the Lease.

14. Lessee understands and acknowledges that Lender will rely on this Estoppel Certificate in
acquiring or making a mortgage loan to Lessor and that in connection with said loan, Lessor’s
interest in the Lease is being assigned to Lender as additional security for the loan.

15. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. Electronic
signatures shall have the same force and effect as original signatures.

Executed this ______ day of _____________________, 20____.

Lessee: Maricopa County

______________________________________________
By: [Name]
Director, Maricopa County Real Estate Department

APPROVED as to FORM:

________________________________________________
Deputy County Attorney

Date