AMD 2 L-7489 RE IP BPG CITY SQUARE-A.PDF

Lease No. L-7479 Amendment No. 2
C-85-19-002-1-03
AMENDMENT No. 2 TO LEASE AGREEMENT
(“AMENDMENT”)
BETWEEN
IP BPG CITY SQUARE, LLC
a DELAWARE LIMITED LIABILITY COMPANY,
(“LESSOR”)
AND
MARICOPA COUNTY,
(“LESSEE”)
RECITALS
A. Lessor and Lessee are parties to that certain Lease Agreement No. L-7479, dated August 1, 2018 and
amended on June 12, 2019 (“Agreement”). The Agreement is for the premises located at 3800 North
Central Ave, Suites 1200, 1400, and 1700, Phoenix, AZ, consisting of 26,098 rentable square feet of
office space (the “Premises”).
B. The term of the Agreement expires on December 31, 2021.
C. As part of the Agreement negotiations, Lessee requested, and Lessor agreed to construct, on Lessee’s
behalf after the Agreement Commencement Date, certain tenant improvements consisting of two (2)
dual-head electric vehicle charging stations (each unit has 2 ‘charging heads’) within the Multi-Level
Garage of the Property (“Improvements”) as defined on Exhibit “A,” attached hereto and made a part
hereof, provided, however that two (2) Dual Output Gateway North America, Bollard Unit 208/240V
@30A with Cord Management, at a cost of Five Thousand Seven Hundred Sixty-Eight Dollars ($5,768)
each (“Bollard Unit”) are included in the Improvements even though only one (1) Bollard Unit is listed
on Exhibit A, as Lessor is paying for one (1) of the Bollard Units and Lessee is paying for the other.
D. Lessor and Lessee now mutually desire to enter into this Amendment No. 2 (“Amendment”) to amend
the Agreement to provide for County’s reimbursement to Lessor for the Improvements, except for the
cost of one (1) Bollard Unit, add provisions for Lessee to reimburse Lessor for electricity used based on
Lessee use; and adjust the number of parking spaces to add two (2) additional parking spaces for use by
Lessee as required for the installation and use of the Improvements at no charge or fee to Lessee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, Lessee and Lessor agree to amend the
Agreement as follows:
1. The Recitals, by this reference, are hereby incorporated into this Amendment.
2. Capitalized terms used in this Amendment without definition shall have the meanings assigned to such
terms in the Agreement, unless the context expressly requires otherwise.

Lease No. L-7479 Amendment No. 2
C-85-19-002-1-03
3. Lessor, at its sole cost and expense, shall be responsible for permitting, if required, procurement,
construction, and project management, so as to deliver the Improvements on or before November 1,
2019.
3.1 As Lessor is not a licensed contractor, Lessor shall retain an appropriately licensed contractor (the
“Contractor”) to complete the Improvements. Lessor shall pay the Contractor directly for the
Improvements and administer said contract in accordance with Lessor’s standard procedures and
prudent project management.
3.2 Lessor, at its sole cost and expense, shall, if required, prepare and produce construction plans for
the Improvements, submit the plans to all required permitting agencies with jurisdiction, and
obtain all required permits and approvals for construction of the Improvements. Lessor shall be
solely responsible for identifying all required permits and approvals.
3.3 All 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.
3.4 All construction materials shall be new and shall be subject to industry standard warranties. Upon
completion of the 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 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.
3.5 Prior to the commencement of construction of the Improvements, Lessor 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.
3.6 NOTICE IS HEREBY PROVIDED that the staff of Maricopa County’s Air Quality and Real Estate
Departments do not have the authority to perform technical review or approval of any plans or
work performed to construct the Improvements. Lessor also acknowledges that the staff of
Maricopa County’s Air Quality 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 Lessor 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.
3.7 The term “Substantially Completed” or any grammatical variation thereof, when used in this
Amendment shall mean that the Improvements, have been completed and notice delivered to

Lease No. L-7479 Amendment No. 2
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Lessee that the completed Improvements are ready for Lessee’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.
3.8 Within ten (10) business days after notice of Substantial Completion of the 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 Improvements
without causing any material interference with Lessee’s use of the Premises (the “Punch List
Items”), setting forth all corrective work to the Improvements which Lessee 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 thirty (30) calendar days from receipt of the written list.
If Lessee does not provide a written Punch List within such ten (10) business day period, Lessee
shall be deemed to have accepted the Improvements in their entirety.
3.9 Lessee hereby designates Frank Schinzel, who can be reached at Frank.Schinzel@maricopa.gov
or by phone at 602.506-6940, as its representative and agent for the purpose of receiving
notices, reviewing submittals and issuing requests for changes to the Improvements and for
Lessee review of the installed Improvements. Lessor hereby designates Hans Keizer, who can be
reached at hkeizer@barkerpacific.com or by phone at (480) 606.2280 as its representative and
agent for the purpose of receiving notices, reviewing submittals and requests for changes to the
Improvements.
3.10 Upon completion of the Improvements satisfactory to Lessee and within 30 days of receipt of
invoice, Lessee shall reimburse Lessor a total price not-to-exceed Twenty-one Thousand Sixty and
64/100 Dollars ($21,060.64), which shall not be increased without the express written consent of
Lessee.
4. During the Term of the Agreement or any Renewal Term, Lessee shall have exclusive use of three (3)
out of the four (4) charging heads on the Bollard Units and ‘first come-first serve’ use of the remaining
charging head. The Bollard Units designated for exclusive use by Lessee will have signage which reflects
“Maricopa County Use Only.” Lessor shall manage the operation agreement (using ChargePoint) for the
vehicle charging stations and charge Lessee, at cost, for the electricity for its use of three (3) of the
vehicle charging heads. Payment for such electricity shall be included in the payment made by Lessee at
the charging head for its use. Within thirty (30) days after full execution of this Amendment and
December 1, 2020, Lessee shall pay to Lessor the annual network fee of two hundred and thirty eight
dollars ($238.00) for each of the three (3) charging heads, totaling seven hundred and fourteen dollars
($714.00). Lessor and Lessee shall share the cost of maintenance needs for the Bollard Units, as
needed.
5. Lessor, at no charge or fee to Lessee, shall provide to Lessee two (2) additional parking spaces in the
Multi-Level Garage required for the installation and use of the Improvements and these shall be
reserved stalls located on the roof deck of the Multi-Level Garage and shall be available for Lessee’s
sole use twenty-four hours a day, seven days a week.
6. Unless otherwise set forth in this Amendment, the changes to the Agreement set forth herein will be
effective as of the date the Amendment is fully executed by the Parties (the “Effective Date”).

Lease No. L-7479 Amendment No. 2
C-85-19-002-1-03
7. The foregoing paragraphs contain all the changes made by this Amendment. All other terms and
conditions of the original Agreement remain the same and in full force and effect, except as herein
amended.
IN WITNESS WHEREOF, the Parties have fully executed this Amendment as of the last date written below.
LESSOR: LESSEE:
IP BPG City Square, LLC, Maricopa County, a political subdivision of the
a Delaware limited liability company, State of Arizona
authorized to do business in the state of Arizona
By: Barker Pacific Group, Inc. _______________________________________
a Delaware corporation Bill Gates
its authorized agent Chairman, Board of Supervisors
ATTEST:
By:______________________________
Name: _______________________________________
Title:____________________________ Clerk of the Board Date
Date:____________________________
APPROVED AS TO FORM:
_______________________________________
Deputy County Attorney Date

Lease No. L-7479 Amendment No. 2
C-85-19-002-1-03
Exhibit “A”
Improvements – Description

Lease No. L-7479 Amendment No. 2
C-85-19-002-1-03