AMD 2 RE LEASE L-7418 LUHRS INVESTORS.PDF

LEASE No. L-7418 AMENDMENT No. 02
C-11-11-001-1-02
AMENDMENT No. 2 TO LEASE AGREEMENT
BETWEEN
LUHR’S INVESTORS, LLC, LESSOR
AND
MARICOPA COUNTY, LESSEE
RECITALS
A. Lessor, Luhr’s Investors, LLC, a Delaware limited liability company registered to do
business in Arizona, as successor in interest to HHLuhrs, LLC, and Lessee, Maricopa
County, a political subdivision of the State of Arizona, are parties to that certain Lease
Agreement No. L-7418 dated August 18, 2010 (the “Original Agreement”) and
subsequently amended on November 19, 2014 (collectively, the “Agreement” or “Lease”).
The Agreement is for leased premises in that certain office building located in the
development commonly known as the Luhrs Arcade located at 125 South 1st Avenue,
Phoenix, AZ (the “Building”), consisting of 13,153 rentable square feet of office space (the
“Premises”).
B. The term of the Agreement expires December 31, 2019.
C. Lessor and Lessee now mutually desire to enter into this Amendment No. 2 to the
Agreement (“Amendment”) to amend the Agreement to extend the lease term and provide
for term renewal options, modify the current Base Rent to become Full Service Rent as
defined below, remove Lessor’s right to terminate under section 2.7 of the Original
Agreement, adjust the number of unreserved parking spaces, set new parking fees, update
Lessor and Lessee notice addresses, update SNDA and Estoppel provisions and exhibits,
and define Lessor-provided Tenant Improvements and cleaning schedule as hereinafter
defined.
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.
3. The Term shall be extended beginning January 1, 2020 through April 30, 2027, unless
terminated earlier as provided for in the Agreement.

LEASE No. L-7418 AMENDMENT No. 02
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4. Section 2.5 of the Original Agreement is deleted in its entirety and replaced with the
following:
So long as the Lessee is not in default under this Agreement, Lessor hereby grants to Lessee
two (2) options to extend this Agreement for additional Terms of five (5) years each
(“Renewal Term”) with written notice to Lessor one hundred-eighty (180) days prior to the
end of the then current Term of Lessee’s intent to open renewal discussion. The Full Service
Rent, as hereinafter defined, during a Renewal Term shall be at fair market rental rate for
similar class buildings with similar tenant improvements, location and surrounding
amenities in the Downtown Phoenix, Arizona, area (the “Fair Market Rental Rate”).
5. Section 2.7 of the Original Agreement is deleted in its entirety.
6. Lessor shall provide a Tenant Improvement Allowance equal to $10 per rentable SF. Said
Tenant Improvement Allowance shall be used at Lessee’s discretion at any time during the
first thirty-six (36) months of the Term. At the end of the thirty-sixth month if Lessee
hasn’t used all of the Tenant Improvement Allowance then it shall be converted to a rent
credit. In addition to the above Tenant Improvement Allowance, Lessor agrees to provide
Lessee the following at no charge to Lessee:
a. Carpet cleaning in years two (2) and four (4) of the lease Term.
b. VCT clean and shine in years two (2) and four (4) of the lease Term.
c. Continued exterminating services for rodent/bug issues on a call as-needed basis.
d. Rebalance of HVAC in classroom to be completed within the first one hundred
eighty (180) days of the Term. If work is not completed during this time, Lessee may
at its sole discretion, perform or have performed the work and receive, within thirty
(30) days of invoice submittal to Lessor, one hundred (100) percent reimbursement
from Lessor for said work.
e. Tinting of windows in classroom to be completed within the first one hundred eighty
(180) days of the Term. If work is not completed during this time, Lessee may at its
sole discretion, perform or have performed the work and receive, within thirty (30)
days of invoice submittal to Lessor, one hundred (100) percent reimbursement from
Lessor for said work.
f. Installation of water fountain in lobby between restroom entrances to be completed
within the first one hundred eighty (180) days of the Term. If work is not completed
during this time, Lessee may at its sole discretion, perform or have performed the
work and receive, within thirty (30) days of invoice submittal to Lessor, one hundred
(100) percent reimbursement from Lessor for said work.
7. The parties agree that the Agreement is hereby converted to a full service gross rental
structure (“Full Service Rent”) which includes applicable real estate taxes, insurances and
all other operating expenses. There shall be no operating expense pass throughs from Lessor
to Lessee during the lease Term and any Renewal Terms. Lessee agrees to pay to Lessor as
Full Service Rent for the Term the following monthly amount, payable on the first day of
the month as follows:

LEASE No. L-7418 AMENDMENT No. 02
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Lease Months Monthly Rate Monthly Rent (less parking) Annual Rent
01 to 04 Abated Abated
05 to 16 $28.25/sf $30,964.35 plus rental tax (RT) $371,572.25
17 to 28 $28.75/sf $31,512.40 plus RT $378,148.75
29 to 40 $29.25/sf $32,060.43 plus RT $384,725.25
41 to 52 $29.75/sf $32,608.48 plus RT $391,301.75
53 to 64 $30.25/sf $33,156.52 plus RT $397,878.25
65 to 76 $30.75/sf $33,704.56 plus RT $404,454.75
77 to 88 $31.25/sf $34,252.60 plus RT $411,031.25
8. Section 4 (OPERATING EXPENSES) of the Agreement is eliminated in its entirety.
9. Section 4 (PARKING) of Amendment No. 1 to the Agreement shall be deleted in its entirety
and replaced with the following:
Parking. Lessee shall have the right to use forty one (41) total unreserved parking spaces at
the Project with close proximity to the Premises at a rate of sixty dollars ($60.00) per space
per month for the first year then increase to seventy-five ($75.00) per space per month
thereafter, however such costs shall be abated for the first four (4) months of the lease Term.
Lessee has or shall receive up to 41 activated parking area access cards (“Parking Cards”)
free of charge, with the number of such Parking Cards being specified by Lessee to Lessor
from time to time during the Term. Lessee shall reimburse Lessor for the cost of any
additional Parking Cards issued in excess of 41 Parking Cards and for any replacement
Parking Cards, with the cost charged being Lessor’s actual cost for such Parking Cards.
During any month of the Term when Lessee has received less than 41 activated Parking
Cards, Lessee shall receive a credit, usable during such month only, for the value of the
number of unassigned Parking Cards less than 41. The value of the unassigned Parking
Cards shall be based on the then current monthly rate of Lessor for a monthly Parking Card.
The credit shall be applied to payment of amounts payable by Lessee to Lessor for visitor
parking charges otherwise payable by Lessee to Lessor during the applicable month. Visitor
parking charges shall be based on Lessor’s then current visitor parking rates. The amount of
the monthly credit will not accrue and will be forfeited if it is not fully used by Lessee for
payment of visitor parking charges payable by Lessee during the applicable month. Use of
the parking spaces shall be subject to the Parking Rules and Regulations attached to the
Original Agreement as Exhibit “H” and as established from time to time by Lessor and/or
the parking management agent as Lessor so designates in writing to Lessee.
10. Section 14 (Notices) of the Original Agreement is updated as follows:
Lessor:
Luhr’s Investors, LLC
c/o Lincoln Property Company
3131 East Camelback Road, Suite 318
Phoenix, AZ 85016

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And, copies of notices other than Rent payment transmittals shall be sent to:
Invesco Real Estate
2001 Ross Avenue
Suite 3400
Dallas, TX 75201
Attn: Asset Manager
Lessee:
Maricopa County Adult Probation Finance
Attention: Linda Ettari
201 West Jefferson, 4th Floor
Phoenix, Arizona 85003
With a copy to:
Maricopa County Real Estate Dept.
Attention: Director
2801 W Durango Street
Phoenix, Arizona 85009
All Rent requests herein required to be given to Lessee shall be sent to:
Maricopa County Adult Probation Finance
Attention: Thanette Burton
201 West Jefferson, 4th Floor
Phoenix, Arizona 85003
JudicialAPInvoices@mail.maricopa.gov
with a cc to: lettari@apd.maricopa.gov and tburton@apd.maricopa.gov
11. Section 18 (SUBORDINATION AND ATTORNMENT ) of the Original Agreement and its
referenced attached Exhibit “D” shall be deleted in their entirety and replaced with the
following language and new Exhibit “D” attached hereto and made a part hereof:
Upon written request of the Lessor and within forty-five (45) days, Lessee will subordinate
its rights, in writing in substantially the same form as the attached Exhibit “D,” attached
hereto and by this reference made a part hereof, hereunder 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 Lessor
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 Lessee shall not be in default under the terms of this Lease. Lessor
agrees that this Lease shall remain in full force and effect notwithstanding any such default
proceedings under said mortgage or obligation secured thereby.

LEASE No. L-7418 AMENDMENT No. 02
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12. Section 19 (ESTOPPEL CERTIFICATES) of the Original Agreement and its referenced
attached Exhibit “E” shall be deleted in their entirety and replaced with the following
language and new Exhibit “E” attached hereto and made a part hereof:
Within forty-five (45) days after written request from Lessor, Lessee shall execute and
deliver to Lessor or Lessor’s designee, a written statement in substantially the same form as
Exhibit “E,” 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 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.
13. Section 20.15 of the Original Agreement, Delegation of Authority, shall be deleted in its
entirety and replaced with the following:
Since this Agreement will require administrative action from time to time to carry out the
intent of the Agreement, both the Deputy County Manager for Maricopa County and 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
Agreement, whether or not specific authority is granted in any provision of this Agreement.
14. The effective date of this Amendment is the date of approval by Maricopa County.
15. The Agreement, as amended, is subject to termination pursuant to the provisions of A.R.S.
§38-511.
16. The forgoing paragraphs contain all the changes made to the Agreement by this
Amendment. All other terms and conditions of the Agreement remain the same and in full
force and effect.
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LEASE No. L-7418 AMENDMENT No. 02
C-11-11-001-1-02
IN WITNESS WHEREOF, the parties have signed this Amendment:
LESSOR: LESSEE:
Luhr’s Investors, LLC a Delaware Maricopa County, a political subdivision
limited liability company of the state of Arizona
____________________________________ ____________________________________
Signature Bill Gates
Chairman of the Board of Supervisors
____________________________________
Printed Name, Title ATTEST:
____________________________________
Date ____________________________________
Clerk of the Board Date
APPROVED as to FORM:
____________________________________
Deputy County Attorney Date

LEASE No. L-7418 AMENDMENT No. 02
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Exhibit “D”
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

LEASE No. L-7418 AMENDMENT No. 02
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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, 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 the Maricopa County in
Section(s) of the Lease.
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LEASE No. L-7418 AMENDMENT No. 02
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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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Exhibit “E”
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L-
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 Tenant
under a lease agreement (hereinafter the “Lease”) with, as Lessor 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
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 improvement work, if any, as required under the terms of
the Lease.
5. Tenant 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.
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 Lessor under the Lease.

LEASE No. L-7418 AMENDMENT No. 02
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9. Tenant has no right or option to purchase any portion of the real property upon which the
Premises are situated.
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 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.
13. The execution of this document is expressly authorized by the Maricopa County in
Section(s) of the Lease.
14. The Tenant 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.
Executed this ______ day of _____________________, 20____.
Lessee: Maricopa County
__________________________________
By: [Name]
Director, Maricopa County Real Estate Department
APPROVED as to FORM:
_______________________________________________
Deputy County Attorney Date