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Lease No. L-7330 Amendment No. 6 C-22-03-110-4-07 AMENDMENT No. 6 TO LEASE AGREEMENT (“AMENDMENT”) BETWEEN BAR/JCR PHX FLEX INVESTORS, LLC, a DELAWARE LIMITED LIABILITY COMPANY, as Successor in Interest to Vineyard/Kiowa, LLC, an Arizona Limited Liability Company, by Presson Corp., an Arizona Corporation, (“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 25, 2015 and March 9, 2016 (together, the “Agreement”). The Agreement is for premises at 2150-1 South Country Club Drive, Suite 7, Mesa, AZ, consisting of 18,508 rentable square feet of office space (the “Premises”). B. The term of the Agreement expires on May 31, 2017. C. Lessor and Lessee now mutually desire to amend the Agreement to reduce the size of the Premises, revise and extend the term of the Agreement, adjust the rent amount, and outline the scope of improvements to be made to 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. 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. 2. The term of the Agreement shall be revised to commence on November 1, 2016, and extend for three (3) years through October 31, 2019, 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. 3. Effective November 1, 2016, the rentable square feet of the Premises shall be reduced to 10,557 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. 4. Lessor shall be responsible for permitting, procurement, construction, and project management, so as to deliver the improvements required to demise and downsize the Premises, which are set forth herein and in Exhibit “B”, attached hereto and made a part hereof (the “Lessor’s Refurbishment Work”). If required, plans for improvements and construction of Lessor’s Refurbishment Work shall 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 for Lessor’s Refurbishment Work by applicable governmental authorities, and receipt of all required permits, Lessor shall commence Lessor’s Refurbishment Work. Lessor’s Refurbishment Work shall be performed in a good and workmanlike manner and in accordance with all current laws, ordinances, regulations and code requirements including, but not limited to, any and all applicable federal, state, and local rules, regulations, codes, and ordinances including, but not limited to, health, building, zoning, fire and safety codes, and all applicable environmental statues, regulations, and ordinances. Lessor shall also ensure that all activities are in compliance with all applicable federal, state, and local air quality laws, regulations, or policies. 4.1 Prior to the commencement of the Lessor’s Refurbishment Work, 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. 4.2 Lessee acknowledges that the Lessor’s Refurbishment Work required to downsize the Premises includes, but is not limited to, construction of a new hallway and wall, conversion of the restrooms adjacent to the Premises from private to common area restrooms, and installation of new doors. In order to accommodate the Lessor’s Refurbishment Work, Lessee shall surrender possession of 7,951 square feet of the Premises as described on Exhibit A on or about October 31, 2016. Lessee also acknowledges that construction of Lessor’s Refurbishment Work will result in alterations of offices and/or common areas adjacent to the North wall of the Premises. Said alterations will require temporary relocation of Lessee’s personnel and furniture from the affected offices and/or areas during construction. Lessee hereby agrees to reasonably coordinate the relocation of personnel and furniture with Lessor to accommodate Lessor’s Refurbishment Work. 4.3 Subject to force majeure and/or delays caused by Lessee, the Lessor’s Refurbishment Work shall be completed within 180 days from full execution of this Agreement. Upon satisfactory completion of the Lessor’s Refurbishment Work and presentation of a final invoice, Lessee shall reimburse Lessor for: (1) one-half of Lessor’s actual costs of Lessor’s Refurbishment Work at a total price not-to-exceed $13,995.00 (Thirteen Thousand Nine Hundred Ninety-Five and 00/100 Dollars), which shall not be increased without the express written consent of Lessee; and (2) one-half of Lessor’s actual costs incurred for the architectural and engineering fees, drawings, and permits required for Lessor’s Refurbishment Work, at a total price not-to-exceed $2,825.00 (Two Thousand Eight Hundred Twenty-Five and 00/100 Dollars), which shall not be increased without the express written consent of Lessee. 4.4 The term “satisfactory completion”, as used in this Paragraph 4, means that the Lessor’s Refurbishment Work has been completed and delivered to Lessee for Lessee’s use and/or re-installation of Lessee’s furniture and fixtures with the exception of Punch List items (as hereinafter defined). 4.5 Within ten (10) business days of Lessor’s completion of Lessor’s Refurbishment Work, Lessee shall supply to Lessor a written list of items that constitute minor defects or adjustments which can be completed without causing any material interference with Lessee’s use of the Premises (“Punch List Items”), setting forth all corrective work to Lessor’s Refurbishment Work which Lessee reasonably believes is required. Lessor shall perform all such corrective work to the extent that such Punch List Items are part of Lessor’s Refurbishment Work. If Lessee does not provide a Punch List within the ten (10) business day period, Lessee shall be deemed to have accepted Lessor’s Refurbishment Work in its entirety. 4.6 Within ten (10) business days of Lessor’s completion of Lessor’s Refurbishment Work and the Punch List Items, Lessor shall deliver an updated floor plan depicting the Premises to Lessee. If there is a change in the amount of rentable square feet in the Premises from that which is set forth in this Amendment, Lessor and Lessee hereby agree to evaluate the discrepancy and, if necessary, further amend this Agreement to update the amount of rentable square feet within the Premises. 5. Effective November 1, 2016, Lessee agrees to pay as rent, in equal monthly installments, the sums as follows: Months Rate Monthly Annual 1-36 $18.50/s.f. $16,275.38 plus rental tax $195,304.50 plus rental tax 6. The effective date of this Amendment is the date of execution by the Maricopa County Board of Supervisors. 7. Notices to Lessor shall be sent to: c/o BirtcherArizona 1270 E. Broadway Road, Suite 215 Tempe, Arizona, 85282 8. Notices to Lessee shall be sent to: Maricopa County Attn: Chief Real Estate Officer 2801 W. Durango Street Phoenix, Arizona 85009 All rent requests and copies of all Notices to Lessee shall be sent to: Human Services / Head Start Program Attn: Program Manager 2501-1 South Country Club Road, Suite 7 Mesa, Arizona, 85210 9. All parties to this Agreement acknowledge that per Section 12 of the Agreement, Lessee shall continue to have the right to use five (5) parking spaces per 1,000 rentable square feet at no cost to Lessee, which includes one (1) covered reserved parking space per 1,000 rentable square feet. Lessee shall also continue to have the right to use the loading zone in close proximity to Lessee’s storage area at no cost to Lessee. All parties to this Agreement further acknowledge that: 9.1 Lessor previously made changes to the parking lot adjacent to Country Club Drive to provide four (4) reserved uncovered parking spaces for use by Lessee’s visitors, clientele, agents, and guests. Lessor hereby agrees to allow Lessee’s continued use of the aforementioned reserved uncovered spaces at no cost to Lessee. 9.2 Additional covered parking shall be available at a cost of $25.00 per month per stall. 9.3 In the event that Lessor and/or Lessee desire to change, or further define, the location and/or quantity of reserved covered and reserved uncovered parking spaces, the requesting entity will prepare a proposal and/or diagram showing the new location and/or quantity of spaces for presentation to the other party. Upon mutual written agreement of each party, the parking change shall be deemed approved. 10. The foregoing paragraphs contain all the changes made by this Amendment No. 6. 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. 11. 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. 12. This Amendment may be executed in one or more counterparts and the signature pages combined to constitute one document. Facsimile signatures shall have the same force and effect as original signatures. Lease No. L-7330 Amendment No. 6 C-22-03-110-4-07 IN WITNESS WHEREOF, the parties have signed this Amendment No. 6: 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, a Delaware Limited Liability Company ____________________________________ Its: Managing Member Clint L. Hickman Chairman of the Board ____________________________________ ATTEST: By: Robert M. Anderson, Trustee of the Anderson Family Trust established August 4, 1995 Its: Managing Member ____________________________________ Clerk of the Board Date ____________________________________ Date This Amendment No. 6 has been reviewed by the undersigned Attorney, who has determined that it is proper in form and is within the power and authority granted under the laws of the State of Arizona. APPROVED AS TO FORM: ____________________________________ Deputy County Attorney Date Lease No. L-7330 Amendment No. 6 C-22-03-110-4-07 Exhibit “A” Premises Premises (Area 1 of 2) Premises (Area 2 of 2) Effective November 1, 2016 Effective November 1, 2016 9,504 Square Feet 1,053 Square Feet Premises to be Surrendered Effective October 31, 2016 7,951 Square Feet Lease No. L-7330 Amendment No. 6 C-22-03-110-4-07 Exhibit “B” Lessor’s Refurbishment Work – Description The general Scope of Work and Costs (labor and materials) identified by the Lessor to demise and downsize the Premises are as follows: 1) Demo $ 1,538.00 2) Masonry $ 500.00 3) Insulation $ 527.00 4) Doors & Frames $ 1,140.00 5) Glazing $ 6,165.00 6) Drywall & Framing $ 4,510.00 7) Flooring $ 2,535.00 8) Painting $ 765.00 9) Acoustical Ceiling $ 150.00 10) HVAC $ 600.00 11) Fire Sprinklers $ 960.00 12) Electrical $ 886.00 13) Fire Alarm $ 1,200.00 14) Final Clean $ 317.00 15) General Conditions $ 654.00 16) Supervision $ 1,347.00 17) Overhead $ 2,142.00 18) Insurance $ 519.00 19) Tax $ 1,535.00 TOTAL PRICE $27,990.00 Architectural/Engineer – Survey, drawings, and permits associated with the work shown above are estimated not to exceed a TOTAL PRICE of $5,650.00 Lease No. L-7330 Amendment No. 6 C-22-03-110-4-07 Exhibit “B” Lessor’s Refurbishment Work – Depiction