AMENDMENT NO. 1 TO LEASE L-7453 RE HF1-D PHOENIX 1706, LLC.PDF

LEASE No. L-7453 AMENDMENT No. 01
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AMENDMENT NO. 1 TO LEASE
BETWEEN
HF1-D PHOENIX 1706, LLC (“LANDLORD”)
AND
MARICOPA COUNTY (“TENANT”)
RECITALS
A. Landlord, HF1-D Phoenix 1706, LLC., a Delaware limited liability company authorized to do
business in Arizona, as successor in interest to SWRE DEAL V BUILDING, LLC., and Tenant,
Maricopa County, a political subdivision of the state of Arizona, are parties to that certain Lease
Agreement No. L-7453 dated July 30, 2014 (“Lease”). The Lease is for premises at 1850 North
95th Ave., Suite 182, Phoenix, AZ 85037, consisting of 4,702 rentable square feet of office space
(“Premises”).
B. The term of the Lease is scheduled to expire on January 31, 2020.
C. Landlord and Tenant now mutually desire enter into this Amendment No. 1 (“Amendment”) to
amend the Lease to: a) extend the term, modify the Lease structure and modify the rent; b)
modify the level of Janitorial Services (as hereinafter defined); c) allow for Landlord provided
Tenant Improvements and Tenant Improvement Allowance as hereinafter defined; d) allow for
covered parking and installation of monument sign panels (“Monument Signage”); e) update
Notice Addresses for the parties; f) modify Indemnification and Insurance language; g) update
SNDA and Estoppel provisions and exhibits and add Delegation of Authority provisions; h)
clarify and modify early termination provisions and i) modify general provisions to the Lease.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, receipt and sufficiency of which is hereby acknowledged, Tenant and Landlord agree to
amend the Lease as follows:
1. Recitals. The Recitals, by this reference, are hereby incorporated into this Amendment.
2. Capitalized Terms. Capitalized terms used in this Amendment without definition shall have the
meanings assigned to such terms in the Lease, unless the context expressly requires otherwise.
3. Lease Term. The Lease Term is extended for the period beginning February 1, 2020 and
ending May 31, 2027, unless terminated earlier as provided for in the Lease or this Amendment.
Landlord and Tenant acknowledge that this Lease is subject to termination pursuant to the
provisions of A.R.S. §38-511.
4. Rent. The parties agree that the defined term in the original Lease, “Full Service Rent Less
Electrical”, shall now be referred to as “Modified Gross Rent”. Tenant agrees to pay Modified
Gross Rent for the Premises based upon 4,702 rentable square feet, in Monthly Installments, in
the sums as follows:
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Lease Lease Annual Rate Annual Modified Monthly
Months Period Per Square Foot Gross Rent Installment
01 to 04 02/1/20 – 05/31/20 $0.00/s.f. $0 $0
05 to 16 06/1/20 – 05/31/21 $23.00/s.f. $108,146.00 $9,012.17
17 to 28 06/1/21 – 05/31/22 $23.50/s.f. $110,497.00 $9,208.08
29 to 40 06/1/22 – 05/31/23 $24.00/s.f. $112,848.00 $9,404.00
41 to 52 06/1/23 – 05/31/24 $24.50/s.f. $115,199.00 $9,599.92
53 to 64 06/1/24 – 05/31/25 $25.00/s.f. $117,550.00 $9,795.83
65 to 76 06/1/25 – 05/31/26 $25.50/s.f. $119,901.00 $9,991.75
77 to 88 06/1/26 – 05/31/27 $26.00/s.f. $122,252.00 $10,187.67
5. Operating Expenses and Real Estate Taxes. Effective as of February 1, 2020: a] Section 8 of
the original Lease (OPERATING EXPENSES AND REAL ESTATE TAXES) is hereby
modified by changing the Base Year to 2020 from 2014; b] the Operating Expense Component
for which Tenant is liable will include one hundred percent (100%) of the cost of the janitorial
services provided to the Premises (i.e., no Base Year). Such janitorial services are defined to
include the following in-Premises services: suite cleaning, VCT floor cleaning, carpet cleaning,
trash removal, and the janitorial supplies related to the foregoing (“Janitorial Services”).
Landlord will manage the Janitorial Services contract and pass through, on a monthly basis, the
entirety of the Janitorial Services expenses, with Tenant having the right to review and modify
the level of Janitorial Services that are being provided in an effort to reduce the cost thereof.
Landlord also agrees to competitively bid the Janitorial Services to multiple vendors; and, c]
Tenant will retain the responsibility to directly contract and pay for the cost of electrical service
to the Premises.
6. Tenant Improvements and Tenant Improvement Allowance. Subject to Force Majeure,
Landlord shall be responsible for permitting, if required, procurement, construction, and project
management, so as to deliver the tenant improvements (“Tenant Improvements”), as described
on Exhibit “1” attached hereto and made a part hereof, on or before July 31, 2020. Landlord
shall provide a Tenant Improvement Allowance (“Tenant Improvement Allowance”), in an
amount equal to and not to exceed Twelve Dollars ($12.00) per rentable square foot, to be used
towards construction costs (using such building standard materials as reasonably determined by
Landlord), space planning, architectural / engineering fees, and permitting fees for the Tenant
Improvements. A three percent (3%) project management fee based on the total cost of the
Tenant Improvements will be owed by the Tenant to the Landlord, and at the sole discretion of
the Tenant, may be paid by withholding from the Tenant Improvement Allowance. Tenant shall
also have the right to convert up to Two Dollars ($2.00) per rentable square foot of the Tenant
Improvement Allowance to a rent credit. All of the Tenant Improvement Allowance must be
used by Tenant no later than July 31, 2020. If it is not used by July 31, 2020, then up to Two
Dollars ($2.00) per rentable square foot of the unused portion of the Tenant Improvement
Allowance will be applied by Landlord as a credit against the Modified Gross Rent due from
Tenant for the month of September, 2020 (with any unused portion thereof [if any] applied to
the Modified Gross Rent due from Tenant for the month of October, 2020
a. As Landlord is not a licensed contractor, Landlord shall retain an appropriately licensed
contractor (“Contractor”) to complete the Tenant Improvements. Landlord shall pay the
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Contractor directly for the Tenant Improvements and administer said contract in
accordance with Landlord’s standard procedures and prudent project management.
b. Landlord, at its sole cost and expense, shall, if required, prepare and 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. Landlord shall be solely responsible for identifying all required
permits and approvals.
c. 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 air quality, 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. Landlord 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.
d. All construction materials shall be new and shall be subject to industry standard
warranties. Upon completion of the Tenant Improvements, Landlord 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, Landlord shall undertake to
remedy, at no expense to Tenant, those building code violations or other violations of
applicable law (if any) resulting from Landlord’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 Landlord receives a written
violation notice from Tenant or any governmental authority.
e. Prior to the commencement of construction of the Tenant Improvements, Landlord shall
obtain, and maintain 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 its subcontractors to maintain equivalent insurance based in their
trade and participation in the work.
f. NOTICE IS HEREBY PROVIDED that the staff of Maricopa County’s Public Health
and 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.
Landlord also acknowledges that the staff of Maricopa County’s Public Health and 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 Amendment or other permitting or
licensing agency requirements, and the determination of whether Landlord is in
compliance with the permitting and licensing requirements lies with the respective
permitting or licensing agency. The execution of this Amendment shall not be considered
approval of any permit or license by Maricopa County.
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g. The term “Substantially Completed” or any grammatical variation thereof, when used in
this Amendment shall mean that the Tenant Improvements have been completed and
notice delivered to Tenant that the completed Tenant Improvements are ready for
Tenant’s use with the exception of Punch List Items (as hereinafter defined) which can
be fully completed subsequent to the date the jurisdictional authority completes its final
inspection.
h. Within ten (10) business days after notice of Substantial Completion of the Tenant
Improvements, Tenant shall supply to Landlord a written list of items that constitute
minor defects or adjustments which can be completed after Substantial Completion of
the Improvements without causing any material interference with Tenant’s use of the
Premises (the “Punch List Items”), setting forth all corrective work to the Tenant
Improvements which Tenant believes is/are required to be performed. Landlord shall
perform all such corrective work and complete the Punch List Items within thirty (30)
calendar days from receipt of the written list. If Tenant does not provide a written Punch
List within such ten (10) business day period, Tenant shall be deemed to have accepted
the Tenant Improvements in their entirety.
i. Tenant hereby designates Mark Bingham, who can be reached at
Mark.Bingham@Maricopa.gov or by phone at 602-372-4419 as its representative and
agent for the purpose of receiving notices, reviewing submittals and issuing requests for
changes to the Tenant Improvements and for Tenant review of the installed Tenant
Improvements. Landlord hereby designates Brad Dales, who can be reached at
bdales@viawestgroup.com or by phone at 602-957-8300, x113, as its representative and
agent for the purpose of receiving notices, reviewing submittals and requests for changes
to the Tenant Improvements.
7. Parking. In addition to the four (4) parking stalls per 1,000 square feet of Premises as agreed
upon in the original Lease, Exhibit A, 5 (Parking), Landlord shall provide Tenant with an
additional six (6) covered reserved parking stalls at a monthly charge of Fifty Dollars ($50.00)
per stall/per month. Exhibit A, 5 (Parking) of the Lease shall be deemed revised to reflect such
additional parking. The parking charges due hereunder shall be paid to Landlord, in advance,
on a monthly basis, together with that month’s installment of the Modified Gross Rent due from
Tenant.
8. Suite Signage. Tenant shall retain its current rights to the eyebrow signage above the Premises.
In addition, Tenant shall receive monument signage, for which it will pay Landlord Fifty Dollars
($50.00) per month. Landlord shall provide fabrication and installation, at Tenant’s sole cost, of
one (1) panel on each side of the Complex’s existing monument sign in the available slot next to
and parallel to the existing ”Arizona @ Work” sign, as depicted on Exhibit “1” attached hereto.
Tenant has the right to apply any unused portion of the Tenant Improvement Allowance towards
the cost of fabrication and installation of the monument signage.
9. Indemnity and Non-Liability. Section 12.1 (Indemnity) of the original Lease is hereby deleted
and replaced by the following:
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12.1 Indemnity. Tenant shall defend, indemnify and hold harmless Landlord, and Landlord’s
employees and agents, from and against any and all claims arising from Tenant’s use of the
Premises, Building or Complex, or from the conduct of Tenant’s business or from any activity,
work, or thing done, permitted, or suffered by Tenant in or about the Premises or the Building
or Complex and shall further defend, indemnify and hold harmless, Landlord and Landlord’s
employees and agents, from and against any and all claims arising from any breach or default in
the performance of any obligation on Tenant’s part to be performed under the terms of this Lease
or arising solely from gross negligence or willful misconduct of Tenant, or any of Tenant’s
agents, contractors, or employees, and from and against all costs, reasonable attorneys’ fees,
expenses and liabilities incurred in the defense of any such claim or any action or proceeding
brought thereon. In the event any action or proceeding is brought against Landlord by reason of
any such claim, Tenant upon notice from Landlord shall defend the same at Tenant’s expense.
Notwithstanding any foregoing provisions hereof to the contrary, Tenant shall have no obligation
to indemnify Landlord from and against any claims directly resulting from Landlord’s grossly
negligent actions or omissions.
Landlord shall defend, indemnify and hold harmless Tenant, and Tenant’s employees and agents,
from and against any and all claims arising from Landlord’s ownership of the Complex or any
activity, work, or thing done, permitted or suffered by Landlord in or about the Complex, and
shall further defend, indemnify and hold harmless Tenant and Tenant’s employees and agents
from and against any and all claims arising from any breach or default in the performance of any
obligation on Landlord’s part to be performed under the terms of the Lease or arising solely from
any gross negligence or willful misconduct of Landlord, or any of Landlord’s agents, contractors,
or employees, and from and against all costs, reasonable attorneys’ fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought thereon. In the
event any action or proceeding is brought against Tenant by reason of any such claim, Landlord
upon notice from Tenant shall defend the same at Landlord’s expense by counsel reasonably
satisfactory to Tenant. Notwithstanding any foregoing provisions hereof to the contrary,
Landlord shall have no obligation to indemnify Tenant from and against any claims directly
resulting from Tenant’s negligent actions or omissions.
10. Insurance. Section 13.1 (Liability Coverage) and 13.2 (Certificates) of the original Lease are
hereby deleted and replaced by the following:
13.1 Liability Coverage. Tenant shall, at its expense, obtain and keep in force during the term
of this Lease, including any renewal term, a commercial general liability insurance policy with
a combined single limit of not less than $3,000,000 covering bodily injury to one or more persons
and property damage with deductibles in an amount reasonably satisfactory to Landlord. All
policies of insurance required to be provided hereunder by Tenant shall be issued by insurer(s)
licensed and qualified to do business in the State of Arizona, with a current A.M. Best Company
rating of at least AVII. The policy shall be primary and shall cover the entire Complex. Tenant
shall increase its liability coverage as may be reasonably requested by Landlord, if Landlord
presents evidence that customary insurance coverage limits for similar facilities in the
Metropolitan Phoenix market area have increased. The establishment of insurance requirements
shall not limit the liability of Tenant under this Lease.
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Landlord shall, as a portion of Operating Expenses, obtain and keep in force with a financially
responsible insurance company, during the Term, including any renewal term, a commercial
general liability insurance policy with a combined single limit of not less than $3,000,000
covering bodily injury to one or more persons and property damage. Landlord shall, at its own
expense, insure the Premises, for all perils and risk coverage on the structures(s) including, but
not limited to, fire, wind, burglaries and other casualties.
13.2 Certificates. Tenant shall deliver to Landlord a certificate of insurance under Tenant’s
self-insurance program, making specific reference to the Complex and the Premises, evidencing
the existence and amounts of the insurance required pursuant to this Section 13, as well as the
deductibles. No such self-insurance program shall be nonrenewable, cancelable or subject to
material reduction of coverage or other material modification except after thirty (30) days’ prior
written notice to Landlord. Tenant shall, at least thirty (30) days prior to the expiration of such
self-insurance program, furnish Landlord with renewals or “binders” thereof.
It is expressly understood by Tenant that the receipt of any required insurance certificate(s) by
Landlord hereunder does not constitute agreement that the insurance requirements of this Section
13 have been fully met or that the self-insurance program indicated on the certificate are in
compliance with all requirements of this Section 13. Further, the failure of Landlord to obtain
certificates or other evidence of insurance from the Tenant shall not be deemed a waiver by
Landlord. Non-conforming insurance shall not relieve Tenant of its obligation to provide the
insurance specified herein. Any failure of Tenant to obtain, maintain, or provide copies or
certificates of any insurance required hereunder shall constitute a material and continuing breach
of this Lease.
11. Mortgagee Protection. Section 17.1 (Subordination of Lease) of the original Lease and the
referenced and attached Exhibit “J” are hereby deleted in their entirety and replaced by the
following language and the Exhibit “J” that is attached hereto and made a part hereof,
respectively:
“17.1 Subordination of Lease. Within forty-five (45) days after written request from Landlord,
Tenant will subordinate its rights under the Lease, in writing and in substantially the same form
as in Exhibit “J” attached hereto and by this reference made a part hereof, to the lien of any
mortgage now or hereafter in force against the Property 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 Property provided, however, that in such case the holder of such mortgage, or the
landlord under such lease shall agree that this Lease 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 Tenant shall not be in default under the terms of this Lease. Landlord agrees
that this Lease shall remain in full force and effect notwithstanding any such default proceedings
under said mortgage or obligation secured thereby.”
12. Estoppel Certificate. Section 17.3 (Estoppel Certificate) of the original Lease and the
referenced and attached Exhibit “K” are hereby deleted in their entirety and replaced by the
following language and the Exhibit “K” that is attached hereto and made a part hereof,
respectively:
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“17.3 Estoppel Certificate. Within thirty (30) days after written request from Landlord, Tenant
shall execute and deliver to Landlord or Landlord’s designee, a written statement in substantially
the same form as Exhibit “K,” which is attached hereto and made a part hereof, certifying: (a)
that the Lease 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 Landlord; (d) that Landlord is not in default hereunder or if Tenant
is claiming Landlord to be in default, stating the nature of any claimed default. Any such
statement may be relied upon by a purchaser, assignee, or lender.”
13. Termination Right. Exhibit A, Section 2 (Termination Right) is hereby deleted and replaced
by the following:
Landlord acknowledges that this Lease is subject to A.R.S. § 38-511 and may be canceled by
Tenant pursuant thereto without any penalty or liability to Tenant.
Non-Appropriation of Funds. This Lease may be terminated by Tenant at the end of any fiscal
year due to non-appropriation of funds without any penalty or liability to Tenant. County’s fiscal
year ends June 30th. Landlord 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 Lease pursuant to this Section 2 of Exhibit A.
14. Notices. The Notice Addresses under Sections 1.2, 1.2.1, 1.3 and 1.3.1 of the original Lease
are hereby deleted and replaced by the following:
1.2 Landlord’s Notice Address:
HF-1-D Phoenix 1706, LLC
c/o ViaWest Properties, LLC/Director of Real Estate
2390 East Camelback Road, Suite 305
Phoenix, AZ 85016
1.2.1 Landlord’s Rent Remittance Address:
HF-1-D Phoenix 1706, LLC
Attn: ViaWest Properties, LLC
2390 East Camelback Road, Suite 305
Phoenix, AZ 85016
1.3 Tenant’s Notice Address:
Maricopa County Real Estate Department
Attn: Director
2801 W Durango Street
Phoenix, Arizona 85009
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with a copy to:
Maricopa County Department of Public Health
Attention: Strategic Planning & Operations Supervisor
4041 N. Central Avenue, Ste. 1400, Phoenix, Arizona 85012
1.3.1 Tenant’s Invoice Address:
Office of Community Wellness & Health Promotion
Maricopa County Department of Public Health
Attention: Accountant
4041 N. Central Avenue, Ste. 600, Phoenix, Arizona 85012
with a copy to:
Office of Vital Registration
Maricopa County Department of Public Health
Attention: Business & Budget Analyst
3221 N. 16th Street, Ste. 100, Phoenix, Arizona 85016
Either party hereto may, by proper notice to the other in accordance with Section 23 of the
original Lease, designate any other address for the giving of notice. Any notice shall be deemed
to have been given on the earlier of: (a) the date of actual delivery, return or refusal, or, (b) the
day of mailing by certified mail.
15. General. Section 28 of the original Lease is hereby modified by addition of the following:
28.21 Notice of Sale. If the Premises or the property where the Premises is located is sold
during the term of the Lease, Landlord shall be required to notify Tenant in writing, via certified
mail, within thirty (30) days of the transfer date.
28.22 Delegation of Authority. Since this Lease will require administrative action from time
to time, including execution of documents, to carry out the intent of the Lease, both the Deputy
County Manager for Maricopa County or the Real Estate Director for Maricopa County each,
individually and separately, are hereby given the authority and charged with the responsibility
for proper administration of this Lease, whether or not specific authority is granted in any
provision of this Lease.
16. Option to Extend. Exhibit A, Section 3 (Option to Extend) and Section 4 (Market Rate
Determination) are hereby deleted in their entirety and replaced by the following language:
“Upon mutual written agreement, the Term of this Lease may be extended for two (2) five (5) year
terms (individually a “Renewal Term”) at the then market or agreed upon rate. To exercise a
Renewal Term, Tenant shall give Landlord written notice of its intent to renew at least ninety (90)
days prior to the expiration of the then current Lease Term or Renewal Term, as the case may be.
During the Renewal Term(s), the terms, provisions and conditions contained within this Lease,
except rent, shall remain in full force and effect.”
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17. Conflict. In the event of any conflict between the Lease and this Amendment, the terms of this
Amendment shall control. Except as expressly amended, supplemented or modified by this
Amendment, the Lease shall continue in full force and effect.
18. Binding Effect. The foregoing paragraphs contain all the changes made by this Amendment .
All other terms and conditions of the Lease remain the same and in full force and effect. This
Amendment shall bind and inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
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IN WITNESS WHEREOF, the Parties have signed this Amendment:
LANDLORD: TENANT:
HF1-D PHOENIX 1706, LLC MARICOPA COUNTY
____________________________________ ____________________________________
Todd Glass Date Bill Gates
Sr. Managing Director, Investments
Humphreys Fund I REIT, LLC ATTEST:
____________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
____________________________________
Deputy County Attorney Date
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EXHIBIT ”1”
TENANT IMPROVEMENTS AND MONUMENT SIGNAGE
The Tenant Improvements are described below:
 Tenant reserves the right to request additional Tenant Improvements as needed so long as they
do not exceed the allotted Tenant Improvement Allowance as described in Section 6 of the
Amendment to which this Exhibit “1” is attached.
 Interior painting of entire suite
 Install new, darker, window tinting on seven (7) windows on the east side of the Premises.
 Repair or re-balance air conditioning as necessary in east two (2) rooms
 Fabrication and installation of 2 monument sign panels as shown below
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EXHIBIT ”J”
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
CERTIFICATE
for
LEASE AGREEMENT NO. L-
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 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 Deed of Trust 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
Deed of Trust 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
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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, or otherwise adversely affect the said Lease and the obligations of Lessee
thereunder by reason of any such foreclosure proceeding. 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.
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LEASE No. L-7453 AMENDMENT No. 01
C-86-15-005-1-02
IN WITNESS WHEREOF this SNDA is effective the day and year first 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
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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W3993.0013 BN 37620589v1

LEASE No. L-7453 AMENDMENT No. 01
C-86-15-005-1-02
EXHIBIT ”K”
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L-7453
THE PURPOSE of this Estoppel Certificate is to confirm the current status of matters relating to the
Lease described below. This Estoppel Certificate is for the benefit of the Landlord, the potential
purchasers of the subject Property and , its successors and/or assigns (collectively, “Lender”) and
for no other person or entity.
1. Maricopa County, a political subdivision of the state of Arizona, is the Tenant under a lease
agreement (hereinafter the “Lease”) with, as Landlord dated , 20 covering
the premises described as: a lease located at . The Premises are more fully described in
the attached fully executed copy of the Lease agreement (and all amendments or modification
thereto, if any) and Exhibit “ ” of said Lease agreement. Other than as set forth above,
there are no other modifications or amendments to the Lease.
2. The Premises have been accepted by the Tenant; and the Tenant now occupies the Premises
pursuant to the Lease terms. The commencement date for the term of the Lease was ,
20 .
3. The Lease will expire unless terminated earlier as provided for in the Lease and is
subject to an option to extend.
4. Landlord has completed all tenant improvement work, if any, as required under the terms of
the Lease.
5. Tenant claims that the Landlord has not performed the following Landlord’s obligations as
directed by the Lease: .
6. The current fixed consideration for the Premises, including the parking charges due thereunder,
is $ per month plus rental tax. Tenant 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 Tenant 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 Landlord under the Lease.
9. Tenant has no right or option to purchase any portion of the real property upon which the
Premises are situated.
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W3993.0013 BN 37620589v1

LEASE No. L-7453 AMENDMENT No. 01
C-86-15-005-1-02
10. Tenant 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. Tenant acknowledges that this Estoppel Certificate and the statements herein may be
conclusively relied upon by the Landlord 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 Landlord, and any other
person(s) or entity (ies) named above in the first paragraph.
13. The execution of this document is expressly authorized by Maricopa County in Section(s)
of the Lease.
14. The Tenant understands and acknowledges that Lender will rely on this Estoppel Certificate in
acquiring the Property or acquiring or making a mortgage loan to Landlord and that in
connection with said loan, Landlord’s interest in the Lease may be assigned as security for the
loan.
Executed this ______ day of _____________________, 20____.
Lessee: Maricopa County
__________________________________
By: [Name]
Director, Maricopa County Real Estate Department
APPROVED as to FORM:
_______________________________________________
Deputy County Attorney Date
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W3993.0013 BN 37620589v1