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Lease No. L-7330 Amendment No. 7 C-22-03-110-4-08 AMENDMENT No. 7 TO LEASE AGREEMENT (“AMENDMENT”) BETWEEN BAR/JCR PHX FLEX INVESTORS, 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-7330, executed by the Maricopa County Board of Supervisors on February 21, 2003, and subsequently amended on May 21, 2008, May 11, 2011, February 26, 2014, February 18, 2015, March 9, 2016 and October 19, 2016 (together, the “Agreement”). The Agreement is for premises at 2150-1 South Country Club Drive, Suite 7, Mesa, AZ, consisting of 10,557 rentable square feet of office space (the “Premises”). B. The term of the Agreement expires on October 31, 2019. C. Lessor and Lessee now mutually desire to amend the Agreement to increase the size of the Premises, revise and extend the term of the Agreement, adjust the rent amount, update notice contact/address and outline the scope of work to construct and relocate the storage room to a new location within the Premises. 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 accuracy of the foregoing Recitals is acknowledged and the Recitals are hereby incorporated into this Agreement. 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 of the Agreement shall be revised to commence on the date last executed below, and extend for three (3) years through June 30, 2021, unless terminated earlier as provided for in the Agreement. This Agreement as amended is subject to termination pursuant to the provisions of A.R.S. §38-511, the provisions of which are incorporated herein by this reference. This Agreement may be terminated by Lessee at the end of any fiscal year due to non-appropriation of funds without penalty of liability to Lessee. Lessee’s county and state fiscal years end June 30th, 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 Lessee or its employees, agents, officers, directors, members, successors or assigns from or relating in any way to Lessee’s termination of this Agreement pursuant to this Section 3. 4. The rentable square feet of the Premises shall be increased to 10,623 square feet as depicted in Exhibit “A”, attached hereto and made a part hereof and all references in the Agreement to “Premises” shall refer to the Premises as modified pursuant to this Amendment. 5. Lessor, at Lessor’s sole cost and expense, shall be responsible for permitting, procurement, construction and project management to deliver, to the reasonable satisfaction of Lessee, the improvements and relocation work necessary to move Lessee’s storage unit to the new location as listed herein (“Tenant Improvements”) and further clarified in Exhibit “B.1” and depicted in Exhibit “B.2”, which are attached hereto and by this reference made a part hereof. 6. As Lessor is not a licensed contractor, Lessor shall retain an appropriately licensed contractor (“Contractor”) to complete the Tenant Improvements. Lessor shall pay the Contractor directly for the Tenant Improvements and administer said contract with Lessor’s standard procedures as part of such project management. If required, plans for improvements and construction must be submitted by Lessor to all required permitting agencies with jurisdiction, for approval in accordance with the customary permitting process. Following approval of the plans by governmental authorities and receipt of all required permits, Lessor shall authorize the Contractor to commence construction of the Tenant Improvements. 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, the Uniform Federal Accessibility Act of 1983 and the Arizona Native Plant Law. 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 any governmental authority. 6.1 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 its subcontractors to maintain equivalent insurance based in their trade and participation in the work. 6.2 NOTICE IS HEREBY PROVIDED that Lessee, or any of its departments, does not have the authority to perform technical review or approval. It is the responsibility of Lessor to determine these requirements. Lessor acknowledges that Lessee, or any of its departments, does not have the authority or ability to issue permits or licenses as required pursuant to this Lease or other permitting or licensing agency and the determination of whether Lessor is in compliance with the permitting and licensing requirements is with the respective permitting or licensing agency. The execution of this Lease shall not be considered approval of any permit or license by Maricopa County. 6.3 The term “Substantially Completed” or any grammatical variation thereof, when used in this Lease, shall mean that the Tenant Improvements have been completed and delivered to Lessee for Lessee’s use and/or installation of Lessee’s furniture and fixtures with the exception of Punch List Items (as hereinafter defined) which can be fully completed subsequent to the date the City of Mesa completes its final inspection. 6.4 Within ten (10) business days after Substantial Completion of the Tenant Improvements, 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 (“Punch List Items”), setting forth all corrective work to the Tenant Improvements which Lessee believes is required to be performed. Lessor shall perform all such corrective work to the extent necessary to complete construction of the Tenant Improvements. If Lessee does not provide a Punch List within such ten (10) business day period, Lessee shall be deemed to have accepted the Tenant Improvements in their entirety. 6.5 Lessee hereby designates Chrisanda DeBois as its representative and agent for the purpose of questions associated with the Tenant Improvements. Maricopa County Human Services Department Attn: Head Start Nurse/Health & Safety 2150 S. Country Club Drive, #7 Mesa, AZ 85210 480.464.9669 x294 DEBOISC@mail.maricopa.gov 7. Effective July 1, 2018, Lessee agrees to pay within 30 day of receipt of invoice, full service rent in equal monthly installments, the sums as follows: Months Rate Monthly Annual 1 $0.00 $0.00 $0.00 2-16 $18.50/s.f. $16,377.13 plus rental tax $196,525.50 plus rental tax 17-36 $19.50/s.f. $17,262.38 plus rental tax $207,148.50 plus rental tax 8. Notices to Lessee shall be sent to: Maricopa County Real Estate Department Attn: Director 2801 W. Durango Street Phoenix, Arizona 85009 9. The foregoing paragraphs contain all the changes made by this Amendment No. 7. All other terms and conditions of the original Agreement and subsequent amendments remain the same and in full force and effect, except as herein amended. 10. The terms and provisions of this Amendment shall bind and inure to the benefit of Lessor and Lessee and their respective successors and permitted assigns. 11. This Amendment may be executed in one or more counterparts and the signature pages combined to constitute one document. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Lease No. L-7330 Amendment No. 7 C-22-03-110-4-08 IN WITNESS WHEREOF, the parties have signed this Amendment No. 7: LESSOR: LESSEE: BAR/JCR Flex Investors, LLC Maricopa County, a political subdivision of a Delaware Limited Liability Company the State of Arizona ______________________________________ ____________________________________ By: BAR Phoenix Flex Portfolio Investor, LLC, Steve Chucri a Delaware Limited Liability Company Chairman of the Board of Supervisors Its: Managing Member ATTEST: ____________________________________ ____________________________________ By: Robert M. Anderson, Trustee of Clerk of the Board Date the Anderson Family Trust established August 4, 1995 Its: Managing Member APPROVED AS TO FORM: ____________________________________ ____________________________________ Date Deputy County Attorney Date Lease No. L-7330 Amendment No. 7 C-22-03-110-4-08 Exhibit “A” Premises Lease No. L-7330 Amendment No. 7 C-22-03-110-4-08 Exhibit “B.1” Lessor’s Tenant Improvement Work – Description As Lessor desires to utilize Lessee’s existing storage room location for other purposes; Lessor, at Lessor’s sole cost, agrees to buildout the proposed location (“Proposed Storage”) and execute the relocation of the contents of Lessee’s existing storage (“Existing Storage”) to the Proposed Storage, to Lessee’s reasonable satisfaction. o Configure the space to ensure that it will accommodate Lessee’s rolling shelves o Double doors will be installed in place of the 3 windows to allow for pallet delivery o Wall to be removed to increase space size to 1,119 usf. o Carpet to be removed o Work associated with the Badge Reader (and phone) relocation to Proposed Storage will be completed by County OET, and/or their contractors. Lessor will pay for all costs associated with this work as described in the attached Aspen Technology Project Cost Estimate and Enterprise Security, Inc Sales Quote. Final costs will be submitted to Lessor upon completion. Lessor shall pay the invoice within 30 days of receipt. Questions and/or scheduling for this work should be directed at: Dave Calhoun Arizona Operations Enterprise Security 505 S 48th St. Ste 103 Tempe Az, 85281 O 480-557-9112 o Remove and relocate or replace rolling shelves to Proposed Storage. o Pack all items for move, move to Proposed Storage and unpack all items. Lease No. L-7330 Amendment No. 7 C-22-03-110-4-08 Exhibit “B.2” Lessor’s Tenant Improvement Work – Depiction