L-7456 ORIGINAL LEASE AGREEMENT.PDF

SHOPPING CENTER LEASE
L-7456
C-24-15-002-3-00
THIS SHOPPING CENTER LEASE ("LEASE") is dated as of arsytican, 2014
("Effective Date"), and entered into by and between CITY OF BUCKEYE, ARIZONA, an
Arizona municipal corporation ("Landlord"), and MARICOPA COUNTY, a political
subdivision of the State of Arizona ("Tenant").
ARTICLE I
FUNDAMENTAL LEASE PROVISIONS
THE FOLLOWING FUNDAMENTAL LEASE PROVISIONS ARE A PART OF THIS LEASE, BUT DO
NOT CONSTITUTE THE ENTIRE LEASE. TENANT ACKNOWLEDGES THAT IT HAS READ ALL OF THE
PROVISIONS CONTAINED IN THE ENTIRE LEASE AND ALL EXHIBITS WHICH ARE A PART THEREOF
AND AGREES THAT THIS LEASE, INCLUDING THE FUNDAMENTAL LEASE PROVISIONS AND ALL
EXHIBITS, REFLECTS THE ENTIRE UNDERSTANDING AND REASONABLE EXPECTATIONS OF
LANDLORD AND TENANT REGARDING THE PREMISES. TENANT ALSO ACKNOWLEDGES THAT IT
HAS HAD THE OPPORTUNITY TO REVIEW THIS LEASE WITH LEGAL COUNSEL AND SUCH OTHER
ADVISORS AS TENANT DEEMS APPROPRIATE PRIOR TO EXECUTION.
A: SHOPPING CENTER (the "Center") Sundance Crossings, located at the
Southwest corner of Dean and Yuma Roads,
Buckeye, Maricopa County, Arizona 85326
B: LANDLORD: The City of Buckeye, Arizona, an Arizona
municipal corporation
C: LANDLORD'S ADDRESS: City of Buckeye
[For payment of Rent and Legal Notice]: 530 East Monroe Avenue
Buckeye, AZ 85326
Attn: Stephen Cleveland, City Manager
D: TENANT: Maricopa County, a political subdivision of
the State of Arizona
E: TENANT'S TRADE NAME: N/A
F: TENANT'S ADDRESS: Maricopa County Department of Finance
[For Legal Notice]: Real Estate Services Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
[For payment of Rent]: Maricopa County Superior Court
Administration
Attn: Financial Administrator
125 W. Washington
Phoenix, AZ 85003
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G: USE: The premises shall be used and occupied
solely for a governmental justice and
administrative court, general office, and
other legal uses permitted by current zoning
ordinances for the Center.
H: LEASEHOLD IMPROVEMENT N/A
ALLOWANCE
I: SPACE NUMB EWADDRES S : Building B, Suites #101-105
J: SQUARE FOOTAGE: Approximately 11,462 rentable square feet
K: PERCENT OF CENTER: 5.67%
L: LEASE TERM: Three (3) years
M: COMMENCEMENT DATE: December 1, 2014
N: MINIMUM ANNUAL RENT:
Years P.S.F. Monthly Annually
Year 1 $19.47 $18,597.09 $223,165.08
Year 2 $20.06 $19,160.64 $229,927.68
Year 3 $20.66 $19,733.74 $236,804.88
Option Period(s):
Years P.S.F. Monthly Annually
Year 4 $21.26 $20,306.84 $243,682.08
Year 5 $21.86 $20,879.94 $250,559.28
0: PERCENTAGE RENT: N/A
P: RENEWAL OPTION(S) Two (2) options to renew for one (1)
(if applicable): additional year each
Q: SECURITY DEPOSIT: N/A
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ARTICLE II
DEMISED PREMISES
2.1 Demised Premises. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord the Premises, which Premises are situated within the Center as delineated in
Exhibits "A" and "B" hereof. The parties stipulate that for all purposes of this Lease that the
square footage of the Premises is as stated in Article 1 (.1) above and that all rent calculations
hereunder are and shall be based on said square footage. This Lease is subject to and restricted
by the terms, covenants, conditions, restrictions and easements herein set forth or recorded
against the property upon which the Premises are located. Tenant covenants as a material part of
the consideration of this Lease to keep and perform each and all of such terms, covenants,
conditions, restrictions and easements to be kept and performed by it. The Tenant acknowledges
and agrees that this Lease constitutes a lease of real property in a shopping center within the
meaning of Section 365 (b)(3) of the Bankruptcy Code, 11 U.S.C. Sections 101 et seq. (the
"Bankruptcy Code").
The use and occupation by Tenant of the Premises shall include the use in common with
others entitled thereto of such common additional areas, including, without limitation, the
parking areas, service roads, loading facilities, sidewalks and other facilities as may be
designated and made available from time to time by the Landlord, subject however to the terms
and conditions of this Lease and to reasonable rules and regulations for the use thereof as
prescribed from time to time by Landlord. Said common additional areas are hereinafter referred
to as the "Common Areas."
Landlord hereby reserves and excepts from the Premises (a) the exterior surfaces of
exterior walls (not including the storefront), (b) the roof and any air rights or other rights, title or
interest in any space above the ceiling, or ten feet above the finished floor, whichever is lower, of
the Premises, except as required for the installation of Tenant's light fixtures or other equipment,
fixtures and improvements required for the operation of Tenant's business, and (c) any right, title
or interest to the concrete floor or any area below the surface of the concrete floor of the
Premises, for such purposes as Landlord deems necessary, including, without limitation,
installation, maintenance, use and replacement of pipes, ducts, conduits, wires, lines, systems
and structural elements serving the Premises and/or other portions of the Center.
2.2 Revisions of Site Plan. The depiction of the Center and common areas on
Exhibit "A" represents Landlord's current plans for the Center. Such depiction may be
subsequently modified and does not constitute a representation, covenant or warranty of any kind
by Landlord. Landlord reserves the right to change (i) the size, location, use, type, number,
design and dimension of the buildings and the common areas, (ii) the location and shape of the
Premises and (iii) the identity and type of tenants.
ARTICLE III
TERM
3.1 Commencement of Term. For purposes of this Lease, a "Lease Year" shall be
defined as that twelve (12) month period during the Primary Term or any Extension Term
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(hereinafter defined) commencing on the Commencement Date or the annual anniversary
thereof, as may be applicable; provided, however, that if the Commencement Date is a day other
than the first day of a calendar month, then the first Lease Year shall include that period of time
from the Commencement Date up to the first day of the next calendar month, and any subsequent
Lease Year shall be the twelve (12) month period beginning on the first day of such month. The
Lease shall be effective as of the date hereof and shall continue thereafter for the period of the
Lease Term set forth in Article I (L) above. The term of this Lease, and Tenant's obligation to
pay rent, shall commence on the Commencement Date set forth in Article I (M) above. Tenant
may terminate this Lease with ninety (90) days prior written notice. Landlord and /or any of its
employees, agents, officers, directors, members, successors or assigns hereby waive any and all
rights to bring any claim against Tenant or its employees, agents, officers, directors, members,
successors or assigns from, or related in any way to, Tenant's termination of this Lease pursuant
to Paragraph 3.1, Paragraph 28.28 and/or Paragraph 28.29. Landlord agrees to deliver to Tenant,
and Tenant agrees to accept from Landlord, possession of the Premises on the Commencement
Date.
3.2 Options to Renew. Provided that as of the time Tenant gives notice of its intent
to exercise the Renewal Option (as defined below) and the commencement of the Renewal Term
(as defined below): (i) Tenant is not then in default, (ii) no condition then exists which with the
passage of time or the giving of notice or both would constitute an event of default pursuant to
this Lease and (iii) Tenant has continuously occupied the Premises for the permitted use during
the Lease Term, Tenant (but not any assignee or sublessee) shall have the right and option (the
"Renewal Option") to renew this Lease, by written notice delivered to Landlord no later than 180
days prior to the expiration of the Lease Term, for two (2) additional terms (the "Renewal
Terms") of one (1) year each, under the same terms, conditions and covenants contained in the
Lease, except that (a) no abatements or other concessions, if any, shall apply to the Renewal
Terms; (b) Tenant shall have no further option to renew the Lease beyond the expiration of the
Renewal Terms; and (c) all leasehold improvements within the Premises shall be provided in
their then existing condition (or on an "as is" basis) at the time the Renewal Terms commence.
Failure by Tenant to notify Landlord in writing of Tenant's election to exercise the Renewal
Option herein granted within the time limits set forth for such exercise shall constitute a waiver
of such Renewal Option. Upon exercise of the Renewal Option by Tenant and subject to the
conditions set forth hereinabove, the Lease shall be extended for the period of the Renewal
Terms without the necessity of the execution of any further instrument or document, although if
requested by either party, Landlord and Tenant shall enter into a written agreement
supplementing the Lease in accordance with the provisions hereof. Any termination of the Lease
during the initial Lease Term shall terminate any and all then-existing renewal rights hereunder.
The renewal rights of Tenant hereunder shall not be severable from the Lease, nor may such
rights be assigned or otherwise conveyed in connection with any permitted assignment of the
Lease. Landlord's consent to any assignment of the Lease shall not be construed as allowing an
assignment of such renewal rights to any assignee.
ARTICLE IV
RENT
4.1 Minimum Annual Rent. Tenant agrees to pay to Landlord, at the times and in
the manner herein provided, the Minimum Annual Rent specified in Article I (N) above.
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Minimum Annual Rent shall be payable in advance in twelve (12) equal monthly installments on
the first day of each calendar month, without prior notice, deduction, demand or offset,
commencing upon the Commencement Date as provided in Article 3.1 above.
It is mutually intended and understood that said rent is a "modified gross" rent to
Landlord and that all taxes (except Landlord's personal income taxes, if applicable) attributable,
or prorated to the Premises shall be paid in addition to said rent as hereinafter provided.
4.2 Security Deposit. Landlord and Tenant hereby acknowledge that Tenant has
made no security deposit in connection with this Lease.
4.3 Taxes and Other Charges.
A. Government Property Lease Excise Tax. Landlord and Tenant hereby
acknowledge that the tax liability under the Government Property Lease Excise Tax ("GPLET")
provisions of A.R.S. §§ 42-6201, et seq is not applicable pursuant to A.R.S. § 6208(1) as Tenant's
use of the Premises as described in Article I (G) is a governmental activity. Tenant further
acknowledges and agrees that Landlord shall be entitled to submit copies of this Lease (or an
abstract thereof) to the Maricopa County Treasurer and the Arizona Department of Revenue, as
required by A.R.S. § 42-6202(c).
B. Taxes on Rentals and other Sums Payable by Tenant. Tenant shall pay to
Landlord, as additional rent, along with the rental otherwise payable hereunder, a sum equal to
the aggregate of any municipal, city, county, state or federal excise, sales, use or privilege taxes
legally levied or imposed, or hereinafter legally levied or imposed, during the term hereof or any
extension or renewal hereof, against or on account of the amounts payable hereunder or the
receipts thereof by Landlord (except state, federal or other income taxes imposed or levied
against Landlord), which shall be paid monthly with the installments of rental as hereinabove
provided together with Landlord's reasonable cost to appeal or otherwise protest these taxes.
C. Personal Property Taxes. Tenant shall pay, prior to delinquency, all taxes
levied upon fixtures, furnishings, equipment and all other personal property belonging to Tenant
and placed on the demised premises by Tenant together with any applicable excise taxes.
4.4 Other Charges. Tenant shall pay to Landlord when due all sums of money
required to be paid pursuant to this Article, Article XIV, Article XVI and all other sums of
money or charges required to be paid by Tenant under this Lease as additional rent, whether or
not same is designated as additional rent. If such amounts or charges are not paid at the time
provided in this Lease, they shall nevertheless be collectible with the next installment of
Minimum Annual Rent thereafter falling due. The foregoing notwithstanding, nothing herein
contained shall be deemed to suspend or delay the payment by Tenant of any amount of money
or charge at the time same becomes due and payable hereunder, or limit any other right or
remedy of Landlord.
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ARTICLE V
PERMISSIBLE USE
5.1 Permitted Uses.
A. Tenant shall use the Premises solely for the purpose specified in Article I
(G) hereof, and Tenant shall not use or permit the Premises to be used for any other purpose or
purposes or under any other trade name whatsoever without the prior written consent of
Landlord, which consent may be withheld in Landlord's sole, absolute and arbitrary discretion.
Tenant further covenants and agrees that it will not use, nor suffer or permit any person or
persons to use the Premises or any part thereof for any use or purpose contrary to this Lease, or
in violation of the laws, rules and regulations of the United States of America, the State of
Arizona, or the ordinances, regulations or requirements of the local, municipal or county
governing bodies or any other lawful governmental or quasi-governmental authorities having
jurisdiction over the Center.
B. Tenant agrees not to conduct or operate its business in any manner which
could jeopardize or increase the rate of any fire or other insurance on the Premises or Center.
Tenant further agrees not to use or permit the use of the Premises, the common areas or any
portion or portions thereof, whether by Tenant or otherwise: (i) for the conduct of any offensive,
noisy or dangerous trade, business manufacturing activity or occupation; (ii) for the maintenance
of any nuisance or the conduct of any activity which violates public policy; (iii) for any activity
which physically and substantially interferes with, the other property of Landlord or its business,
or the property or business of any other occupant of the Center; or (iv) for any other
unreasonable use of the Premises not compatible with the operation of a first-class retail and
commercial shopping center. Tenant may not display portable signs, devices or any other objects
to be stored or to remain outside the defined exterior walls or roof or permanent doorways of the
Premises, or in the hallways. Any sign placed or erected by Tenant and permitted hereunder
shall be kept by the Tenant safe, secure and in conformance with the requirements of the local
governing body having jurisdiction over the Center. No aerial or antenna shall be erected on the
roof or exterior walls of the Premises without, in each instance, the prior written consent of
Landlord. Any aerial or antenna so installed without such written consent shall be subject to
removal by Landlord, Landlord's agents, and Landlord's employees, without notice at any time.
In addition, Tenant agrees that it will not solicit in any manner in any of the automobile parking
and common areas of the Center.
C. Tenant shall use its best efforts to complete or cause to be completed all
deliveries, loading, unloading and services to the Premises prior to 10:00 A.M. of each day, and
to prevent delivery trucks or other vehicles servicing the Premises from parking or standing in
service areas for undue periods of time. Landlord reserves the right to further reasonably
regulate the activities of Tenant in regard to deliveries and servicing of the Premises, and Tenant
agrees to abide by such further reasonable rules and regulations which Landlord may impose
from time to time.
D. In the event Tenant violates Section 5.1 A. above and changes the use of
the Premises from that specified in the "Use of Premises" stated in Article 1 (G) hereof or permits
or allows any unapproved person or entity to use or occupy the Premises, then Landlord may, but
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is not obligated to, elect to terminate this Lease upon written notice of Landlord's intent to
Tenant. If this Lease shall terminate, both Landlord and Tenant shall be relieved of all further
liability to each other, and Tenant shall vacate the Premises upon the date specified in Landlord's
notice to Tenant. However, Tenant shall remain liable for all accrued obligations which accrued
prior to the date of such termination.
E. Landlord recognizes and accepts that Tenant will use the Premises for the
operations of a Justice Court and Landlord recognizes and agrees to allow the Tenant to operate
the Premises as a Justice Court.
5.2 Prohibited Operations. No use, operation or conduct by Tenant shall be
conducted or permitted within the demised premises or the Center that is inconsistent with the
operation of a first-class shopping center, as determined by Landlord in its sole discretion,
including without limitation, the following:
A. Tenant shall not commit or permit any waste or any unlawful, improper or
offensive use of the Premises, or create or permit any public or private nuisance or act or thing
which may disturb the quiet enjoyment of any other tenant or occupant of the Center.
B. Tenant shall not permit the emission of any obnoxious odor, nor store or
use any noxious, toxic, caustic, or corrosive fuel or gas.
C. Tenant shall not dump, incinerate or burn any trash or toxic waste in or
about the Premises. All trash shall be kept in the type of container specified by Landlord, and
shall be placed outside of the Premises and prepared for collection in the manner and at the times
and places specified by Landlord. If Landlord provides or designates a service for picking up
trash, Tenant shall use such service at Tenant's cost. If no such service is provided, Tenant shall
arrange for and pay the cost of removal of any of Tenant's trash.
D. Tenant shall not conduct or permit any auction, distress, bankruptcy or fire
sale to be held on or about the Premises, whether such shall be voluntary or involuntary.
E. Tenant shall not display merchandise, nor permit merchandise or other
items to remain outside the Premises, without obtaining Landlord's prior written consent.
F. Tenant shall keep all signs in or about the Premises suitably lighted during
such hours as Landlord may reasonably require, including periods in addition to Tenant's
business hours.
G. Tenant shall not utilize any loud speakers, radios, phonographs, stereos,
televisions or any other type of sound emitting device in or about the Premises that are audible
outside the Premises, except for fire and burglar alarms, and shall not operate any machinery or
equipment that, in Landlord's opinion, is harmful to the Premises or disturbing to other tenants.
H. Tenant shall not operate or conduct a health spa, dance, aerobic or exercise
studio of any kind, billiard room, pool hall, game or video arcade, discotheque, or other place of
public amusement, training or education facility, massage parlor or "adult" only business of any
type.
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5.3 Compliance with Laws. Tenant shall comply with all applicable rules,
regulations, ordinances, orders, codes, laws and requirements of all municipal, county, state,
federal and other applicable governmental authorities.
5.4 Use of Walls. Landlord reserves the use of the exterior walls, the roof and the
floor of the Premises and the right to install, maintain, use, repair and replace pipes, conduits,
wire and other improvements through the Premises in locations and in a manner that will not
materially interfere with Tenant's use of the Premises.
ARTICLE VI
UTILITIES
6.1 Utility Installation. Landlord agrees that it will cause to be made available to
Tenant upon or adjacent to the Premises, at Landlord's cost, facilities for the delivery to the
Premises of water, power, electricity, and telephone service, and for the removal of trash and
sewage from the Premises.
6.2 Payment of Utility Cost. Landlord agrees to pay for water, sewer, power,
electricity and all other utilities used by Tenant on or from the Premises from and after the
Commencement Date. Notwithstanding anything to the contrary contained in this Lease, Tenant
shall have an electricity allowance which will be based on an average cost of $2,104.67 per
month (the "Electric Allowance"). The actual electricity costs shall be reconciled by Landlord
annually so that in the event Tenant used more than fifteen percent (15%) over the Electric
Allowance, Landlord shall invoice Tenant for the difference between the actual costs and the
Electric Allowance. However, in the event Tenant used less than eighty-five percent (85%) of
the Electric Allowance, then Landlord shall reimburse Tenant for the difference between the
actual costs and the Electric Allowance. If Tenant's actual annual electricity costs are within the
eighty-five percent (85%) to one hundred fifteen percent (115%) range of the Electric
Allowance, then Tenant shall not be invoiced or reimbursed for any difference between the
actual electricity costs and the Electric Allowance.
6.3 No Liability. Landlord shall not be liable to Tenant for the failure or interruption
of utility service unless caused solely by Landlord's negligence and then only if such failure or
interruption continues for one business day and has a material and adverse effect on the ability of
Tenant to conduct its business operations within Premises. In such event, Tenant's sole remedy
shall be an abatement of the Minimum Annual Rent until the failure or interruption of the utility
service is restored or until there is no longer a material or adverse effect on the ability of Tenant
to conduct its business operations within the Premises.
ARTICLE VII
INDEMNITY AND INSURANCE
7.1 Indemnification and Waiver. Tenant assumes all risk of, and waives all claims
against Landlord arising from, damage, loss or theft of property or injury to persons in, upon, or
about the Premises from any cause arising from Tenant's use of the Premises. The foregoing
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waiver includes, without limitation, the following risks against which Tenant should maintain
adequate insurance to protect Tenant's inventory, equipment and other personal property: (i) any
defect in or failure of plumbing, heating or air conditioning equipment, electric wiring, water
pipes, stairs, railings or walks; (ii) the disrepair of any equipment; (iii) the bursting, leaking or
running of any tank, washstand, water closet, drain or any pipe or tank in, upon or about the
Premises; (iv) the backup of any sewer pipe or down spout; (v) the escape of steam or hot water;
(vi) water, snow or ice; (vii) the falling of any fixture, plaster or stucco; (viii) broken glass; (ix)
any act or omission of other occupants within the Center or of adjoining property; and (x) any
unauthorized or criminal entry of third parties within the Premises. Landlord shall defend,
indemnify and hold harmless Tenant and Tenant's employees, agents and officials from and
against any and all claims arising from Landlord's ownership of the Center or arising from any
breach or default in the performance of any obligation on Landlord's part to be performed under
the terms and obligations of this Lease or arising from any negligence of Landlord, or any of
Landlord's agents, contractors or employees, and from and against all costs, attorneys' fees
expenses and liabilities incurred in the defense of any claim or any action or proceeding brought
thereon. Tenant hereby further agrees to defend, indemnify and save harmless Landlord for,
from and against all liability whatsoever including, without limitation, liability for any real or
claimed damage or injury and from all liens, claims and demands arising out of the use of the
Premises and its facilities by Tenant, any repairs or alterations which Tenant may make upon the
Premises and any claims of any employee of Tenant against Landlord. Tenant hereby
acknowledges that the Premises, the Center and/or the common areas may be subject to various
laws, rules and regulations, including without limitation, the Americans with Disabilities Act.
Tenant further acknowledges that Landlord and the property manager of the Premises shall have
no obligation to conduct any inspection or otherwise determine whether the Premises, the Center
or the common areas are in compliance with such laws. The foregoing obligation of Tenant to
indemnify shall include all costs of legal counsel and investigation, together with other costs,
expenses and liabilities incurred in connection with any and all claims of damage.
Notwithstanding any other provisions in this Lease, Tenant and Landlord each waive all rights of
recovery against the other, and against the directors, partners, officers, employees, agents and
representatives of the other, for loss of, or damage to, the waiving party, its property or the
property of others under its control to the extent that, with respect to Landlord, Landlord receives
insurance proceeds from any insurance policy in force at the time of such loss or damage and,
with respect to Tenant, Tenant is required to maintain insurance pursuant to this Lease. Each
party shall, upon obtaining the insurance policies required hereunder, give notice to the insurance
carrier or carriers that the foregoing waiver of subrogation is contained in this Lease and shall
obtain, at their own expense, an appropriate waiver of subrogation endorsement from the insurer.
If the Premises, the Center or Tenant's personal property are damaged or destroyed by fire, from
vandalism, malicious mischief or sprinkler leakage or any other cause against which Tenant is
required to maintain insurance pursuant to this Lease, Landlord shall not be liable to Tenant for
any such damage or destruction. Tenant shall have no claim to or interest in any portion of the
proceeds of any insurance maintained by Landlord.
7.2 Mutual Waiver of Subrogation. Landlord waives any and all rights of
recovery against Tenant for or arising out of damage to or destruction of the Premises, from
causes then included under standard fire and extended coverage insurance policies or
endorsements, whether or not such damage or destruction shall have been caused by the
negligence of Tenant, its agents, servants, employees, contractors, visitors or licensees, but only
to the extent that Landlord's insurance policies then in force permit such waiver and only to the
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extent of the coverage provided by said policies. Tenant waives any and all rights of recovery
against Landlord for or arising out of damage to or destruction of any property of Tenant, from
causes then included under standard fire and extended coverage insurance policies or
endorsements, whether or not caused by the negligence of Landlord, its agents, servants,
employees, contractors, visitors or licensees, but only to the extent that Tenant's insurance
policies then in force permit such waiver and only to the extent of the coverage provided by said
policies. Landlord and Tenant represent that their present insurance policies now in force permit
such waiver. If at any time during the term of this lease either party shall give no less than five
(5) days prior notice to the other certifying that any insurance carrier which shall have issued any
such policy covering any of the property above mentioned shall refuse to consent to the aforesaid
waiver of subrogation, or if such carrier shall consent to such waiver only upon the payment of
an additional premium (and such additional premium is not paid by the other party hereto), or
such carrier shall revoke consent previously given or shall cancel or threaten to cancel any policy
previously issued and then in force and effect, because of such waiver of subrogation, then, in
any of such events, the waiver in this Article shall thereupon be of no further force or effect as to
the loss, damage or destruction covered by such policy; provided, however, that if at any time
thereafter such consent shall be obtained therefor without an additional premium from any
existing or substitute insurance carrier, the waiver hereinabove provided for shall again become
effective.
7.3 Tenant's Insurance Obligation. Tenant further covenants and agrees to carry
and maintain during the entire Lease Term hereof, at Tenant's sole cost and expense, the
following insurance coverages in the amounts and forms hereinafter specified:
A. Public Liability and Property Damage. A commercial general liability
policy with limits of not less than One Million Dollars ($1,000,000) combined single limit bodily
injury and property damage insuring against any and all liability of the insured with respect to
the Premises or arising out of the maintenance, condition, use or occupancy thereof. Tenant shall
also maintain umbrella liability insurance as excess and extended coverage for liability
associated with the commercial general liability policy with limits of not less than Two Million
Dollars ($2,000,000) and in form and content acceptable to Landlord. All such bodily injury
liability insurance and property damage liability insurance shall specifically insure the
performance by Tenant of the indemnity agreement as to liability for injury to or death of
persons and injury or damage to property contained in Section 7.1 hereof. Such policies shall
include, without limitation, coverage for fire, explosion and water damage and legal liability
coverage.
B. Plate Glass. Tenant shall be responsible for the maintenance of the plate
glass on the Premises, but shall have the option either to insure the risk with commercial glass
coverage or to self insure same, which shall obligate Tenant to be personally liable for any claim,
loss or damage related thereto, together with the cost of the repair of same. Tenant's
responsibility for maintenance of the plate glass includes its replacement in the event repair of
the glass would not restore the glass to its original condition at the time of installation.
C. Tenant Improvements. Special form commercial property coverage
covering Tenant's leasehold improvements, alterations or additions permitted under Article VIII
hereof, Tenant's trade fixtures, merchandise and all personal property from time to time in, on or
upon the Premises, in an amount not less than one hundred percent (100%) of their full
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replacement cost, without depreciation, during the Lease Term, providing protection against any
peril included within the classification "Fire and Extended Coverage," together with insurance
against sprinkler damage, vandalism and malicious mischief. Any insurance policy proceeds
shall be used for the repair or replacement of the property damaged or destroyed unless this
Lease shall cease and terminate under the provisions of Article XV hereof, whereupon any
proceeds of insurance covering Tenant's leasehold improvements and any alterations or additions
permitted under Article VIII hereof shall be payable to Landlord.
D. Workers' Compensation. Tenant shall carry Workers' Compensation
insurance in the required statutory amounts for all Tenant's employees.
7.4 Policy Requirements. All policies of insurance provided for herein shall be
issued by insurance companies with a general policy holder's rating of A or better and a financial
rating of not less than Class 10 as rated in the most current available Best's Insurance Reports
and qualified to do business in the State of Arizona. All such policies shall name Landlord as an
additional insured. Executed copies of such policies of insurance or original certificates thereof
shall be delivered to Landlord within ten (10) days after delivery of possession of the Premises to
Tenant and thereafter at least thirty (30) days prior to the expiration of the term of each such
policy. All public liability and property damage policies shall contain a provision that Landlord,
although named as an additional insured, shall nevertheless be entitled to recovery under such
policies for any loss occasioned to it, its servants, agents, or employees by reason of any act or
omission of Tenant or its servants, agents, employees or contractors. As often as any such policy
shall expire or terminate, renewal or additional policies shall be procured and maintained by
Tenant pursuant to the terms of this Article VII so that at no time shall the insurance coverage
required hereby lapse. All policies of insurance delivered to Landlord must contain a provision
that the company writing such policy will give to Landlord at least thirty (30) days' notice in
writing in advance of any cancellation or lapse or the effective date of any reduction in the
amount of or other material change of insurance. All public liability, property damage and other
casualty policies shall be written as primary policies, not contributing with and not in excess of
coverage which Landlord may carry.
73 Increase in Coverage. In the event Landlord deems it necessary to increase the
amounts or limits of insurance required to be carried by Tenant hereunder, Landlord may
reasonably increase such amounts or limits of insurance, and Tenant shall increase the amounts
or limits of the insurance required to be carried by Tenant hereunder and shall provide Landlord
with policies or original certificates indicating the increased amounts or limits as provided in
Section 7.4 hereof.
7.6 Landlord's Insurance Obligations. Subject to reimbursement by Tenant as
additional rent and as part of Center Operating Costs (as defined below) under Article 16,
Landlord shall procure and maintain in force throughout the Lease Term:
A. insurance on the Center in an amount not less than the full insurable value
thereof, or the replacement cost as Landlord shall from time to time determine. The perils
insured against shall include such additional perils as Landlord may from time to time determine;
B. commercial general liability and property damage insurance with respect
to the Center and all activities therein and uses thereof, coverage to include Landlord and those
2275262.5 12/4/14 11

for whom Landlord is in law responsible. Such policy shall be written on a comprehensive basis
with such limits or deductions for each occurrence or accident as Landlord requires from time to
time;
C. at Landlord's option, insurance against loss of insurable gross profits
attributable to all perils insured against by Landlord or commonly insured against by prudent
landlords, including, without limitation, loss of rent receivable from tenants in the Center in
accordance with the provisions of existing leases in such amount or amounts as Landlord from
time to time requires; and
D. such other form or forms of insurance as Landlord determines from time
to time, in amounts and for perils required by Landlord
Notwithstanding anything contained herein to the contrary, Landlord may provide all required
insurance coverage hereunder through membership in the Arizona Municipal Risk Retention
Pool so long as all of the foregoing risks are covered.
7.7 Insurance Use Restrictions. Tenant agrees that it will not at any time during the
Lease Term carry any stock of goods or do or permit anything to be done in or about the
Premises which will tend to increase the insurance rates upon the building of which the Premises
are a part. Tenant agrees to pay to Landlord forthwith upon demand the amount of any increase
in premiums for insurance against loss by fire or any other peril normally covered by fire and
extended coverage insurance that may be charged during the Lease Term on the amount of
insurance to be carried by Landlord on the building of which the Premises are a part resulting
from the foregoing or from Tenant doing any act in or about the Premises which does so increase
the insurance rates, whether or not Landlord shall have consented to such act on the part of
Tenant. If Tenant installs upon the Premises any electrical equipment which constitutes an
overload on the electrical lines of the Premises, Tenant shall at its own expense make whatever
changes or provide whatever equipment safeguards are necessary to comply with the requirement
of the insurance underwriters and any governmental authority having jurisdiction there over, but
nothing herein contained shall be deemed to constitute Landlord's consent to such overloading.
7.8 Adequacy of Insurance. Landlord makes no representation or warranty to
Tenant that the amount of insurance to be carried by Tenant under the terms of this Lease is
adequate to fully protect Tenant's interests. If Tenant believes that the amount of any such
insurance is insufficient, Tenant is encouraged to obtain, at its sole cost and expense, such
additional insurance as Tenant may deem desirable or adequate. Tenant acknowledges that
Landlord shall not, by the fact of approving, disapproving, waiving, accepting, or obtaining any
insurance, incur any liability for or with respect to the amount of insurance carried, the form or
legal sufficiency of such insurance, the solvency of any insurance companies or the payment or
defense of any lawsuit in connection with such insurance coverage, and Tenant hereby expressly
assumes full responsibility therefor and all liability, if any with respect thereto.
7.9 Self Insurance. Tenant shall have the right to self-insure with respect to any or
all insurance required of Tenant under this Lease, so long as such self-insure program satisfies all
insurance requirements of Tenant under this Lease.
2275262.5 12/4/14 12

ARTICLE VIII
TENANT'S ALTERATIONS
8.1 Alterations. Tenant shall not make any alteration, addition or improvement to
the Premises, including, without limitation, the entrances and exits to the Premises, or to any
fixture, wiring, plumbing, heating and air conditioning or other equipment therein without
Landlord's prior written consent. In no event shall Tenant make any alterations, additions or
changes to the storefront, or the exterior walls or roof of the Premises, unless and until the
written consent of Landlord shall first have been obtained, which consent may be withheld in
Landlord's sole and arbitrary discretion. Tenant shall not make or cause to be made any
penetration through the roof or demising walls of the Premises without the prior written consent
of Landlord. Tenant shall be directly responsible for any and all damages resulting from any
violation of the provisions of this Article.
8.2 Manner of Construction. All alterations, additions, or changes to be made to the
Premises shall be under the supervision of a competent architect or competent licensed structural
engineer satisfactory to Landlord and shall be made in accordance with plans and specifications
with respect thereto, approved in writing by Landlord before the commencement of work.
Failure of Landlord to disapprove any such plans and specifications within fifteen (15) days of
submission shall be deemed its approval of same. Tenant, at Tenant's expense, shall be
responsible for compliance with all laws, codes, rules and regulations of governmental agencies
or authorities in connection with Tenant's alterations of the Premises. Landlord's consent to any
proposed alterations shall create no responsibility or liability on the part of Landlord for their
compliance with all laws, codes, rules and regulations of governmental agencies or authorities.
Landlord shall be entitled to withhold its consent to a proposed alteration if such alteration to the
Premises would require modifications or alternations to the Center or common areas. All work
with respect to any alterations, additions or changes must be done in a good and workmanlike
manner and diligently prosecuted to completion to the end that the Premises shall at all times be
a complete unit except during the period of work. Upon completion of any alterations, additions
or changes, Tenant agrees to cause a Notice of Completion to be recorded in the office of the
Recorder of Maricopa County. Such alterations, additions or changes shall be considered as
improvements and shall become an integral part of the Premises upon installation thereof and
shall not be removed by Tenant. All improvements to the Premises by Tenant including, but not
limited to, light fixtures, floor coverings and partitions, but excluding trade fixtures and signs,
shall be deemed to be the property of Landlord upon installation thereof. All materials used in
any alterations or changes to the Premises shall be new or like new quality and condition. Any
such alterations, additions or changes shall be performed and done strictly in accordance with the
laws and ordinances relating thereto. In performing the work of any such alterations, additions
or changes, Tenant shall have the work performed in such manner as not to obstruct the access to
the Premises of any other occupant to the Center. Tenant shall furnish Landlord with a copy of
all applicable construction permits and plans so that Landlord may hold in its file a complete and
accurate set of permits and plans for all alterations, additions and changes to the Premises and for
all Tenant's Work on the Premises.
8.3 Construction Insurance. In the event that Tenant shall make any permitted
alterations, additions or changes to the Premises under the terms and provisions of this Article,
Tenant agrees to carry "Builder's All Risk" insurance in an appropriate amount covering the
2275262.5 12/4/14 13

construction of such alterations, additions or changes, and such other insurance as Landlord may
require; it being understood and agreed that all such alterations, additions or changes shall be
insured by Tenant pursuant to Section 7.3 immediately upon completion thereof. In addition,
Landlord may, in its discretion, require Tenant to obtain a completion bond or some alternate
form of security satisfactory to Landlord in an amount equal to one hundred fifty percent (150%)
of the estimated cost of the alterations, additions and changes to assure the lien free completion
of such alterations, additions and changes.
8.4 American's with Disabilities Act of 1990. Tenant shall fully comply with the
provisions of the American's with Disabilities Act ("ADA"). It is Tenant's responsibility to
provide access to all facilities under Tenant's control. Tenant, at Tenant's expense, shall be
responsible for complying with non-structural requirements with regard to the interior of the
Demised Premises. Tenant shall not engage in any activity or allow any condition relating to the
Leased Premises that would violate the ADA. Tenant shall notify Landlord immediately of any
investigation, proceeding, notice or claim regarding a violation of the ADA relating to the
Leased Premises. Tenant, at its' own expense, shall comply with all laws, rules, orders,
ordinances, directives, regulations and requirements of federal, state, county and municipal
authorities now in force which thereafter may be in force, which shall impose any duty upon
Landlord with respect to the use, occupation or alteration of the Demised Premises including, but
not limited to, requirements of the "ADA". Tenant agrees to indemnify and hold Landlord
harmless for, from and against any penalty, damage or charge imposed for any violation by
Tenant, its' assignees, tenants, subtenants, licensees, agents and employees of any said
requirements. Tenant shall provide Landlord with thirty (30) days written notice in the event
Tenant desires to make any non-structural alteration, addition or change to the Premises.
ARTICLE IX
MECHANIC'S LIENS
9.1 Tenant's Lien Obligations. Tenant agrees that it will pay, or cause to be paid, all
costs for work done by it or caused to be done by it on the Premises and that it will keep the
Premises and the Center free and clear of all mechanic's liens and other liens for or arising from
work done by or for Tenant or for persons claiming under it. Tenant expressly understands and
agrees that any such work done by it or caused to be done by it is for Tenant's own account and
not on behalf of, or as an agent of Landlord. NOTICE IS HEREBY GIVEN THAT NEITHER
LANDLORD NOR LANDLORD'S INTEREST IN THE DEMISED PREMISES OR THE
CENTER SHALL BE LIABLE OR RESPONSIBLE TO PERSONS WHO FURNISH
MATERIAL OR LABOR FOR OR IN CONNECTION WITH SUCH WORK. Landlord may,
but is not required to, post on or about the Premises during any construction activity any
reasonable Notice of Nonresponsibility in order to advise contractors, subcontractors and
materialmen of Landlord's nonresponsibility for any costs or charges. Tenant agrees to, and shall
indemnify and save Landlord free and harmless for, from and against, liability, loss, damage,
costs, attorneys' fees, and all other expenses on account of claims of contractors, subcontractors,
laborers or materialmen or others for work performed or materials or supplies furnished for
Tenant or persons claiming under it.
9.2 Contest of Lien. If Tenant shall desire to contest any claim of lien, or if any such
lien is actually filed against the Premises or Center, Tenant shall furnish Landlord adequate
2275262.5 12/4/14 14

security for one hundred twenty-five percent (125%) of the value or one hundred twenty-five
percent (125%) of the amount of the claim, plus estimated costs and interest or a bond of a
responsible corporate surety in such amount conditioned on the discharge of the lien. If a final
judgment establishing the validity or existence of a lien for any amount is entered, Tenant shall
promptly pay and satisfy the same, together with any and all costs incurred by the lien claimant,
and attorneys' fees, if so provided in the judgment.
9.3 Right to Cure. If Tenant shall be in default in the payment of any charge for
which a mechanic's lien claim and suit to foreclose the lien have been filed, and shall not have
given the security to protect the property and Landlord against such claims of lien as hereinabove
provided, Landlord may, but shall not be required to, pay such claim and any costs, and the
amount so paid, together with reasonable attorneys' fees incurred in connection therewith, shall
be immediately due and owing from Tenant to Landlord, and Tenant agrees to pay the same
promptly upon demand with interest the maximum lawful rate per annum from the date of
payment thereof by Landlord.
9.4 Notice. Should any claim of lien for work done by or on behalf of Tenant be filed
against the Premises or Center or any action affecting the title to such property be commenced,
Tenant shall forthwith give Landlord notice thereof.
9.5 Inspection. Landlord or its representative shall have the right to go upon and
inspect the Premises at all reasonable times, and shall have the right to post and keep posted
thereon notices as permitted or provided by law or which Landlord may deem to be proper for
the protection of Landlord's interest in the Premises or the Center. Tenant shall, before the
commencement of any work which might result in any such lien, give to Landlord a written
notice of its intention to do so in sufficient time to enable Landlord to file and record such
notices.
ARTICLE X
SIGNS
Tenant shall not affix or maintain upon the glass panes or supports of the show windows,
or within sixty (60) inches of any window or upon the doors, roof or exterior walls of the
Premises, any signs, advertising placards, names, insignia, trademarks, descriptive material or
any other similar item or items except those approved in writing in advance by Landlord as to the
size, design, type, color, location, copy, nature and display qualities of such item. Individual
Tenant signs which are illuminated shall be connected to individual Tenant's electrical meters.
Lighting of Tenant signs shall be at Landlord's sole discretion. In addition, no advertising
medium shall be utilized by Tenant the sound or effect of which extends beyond the Premises
including, without limitation, flashing lights, searchlights, loudspeakers, phonographs, radios or
televisions. Tenant shall not display, paint or place or cause to be displayed, painted or placed,
any handbills, bumper stickers or other advertising devices on any vehicle parked in the parking
area or on the structure of the Building, whether belonging to Tenant or to Tenant's agents or to
any other person; nor shall Tenant distribute, or cause to be distributed, in the Center any
handbill or other advertising devices. In the event Tenant shall violate any provision of this
Article X, Tenant hereby grants to Landlord the right to enter the Premises and correct such
violation at Tenant's sole cost and expense. If any such violation shall occur in the common
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areas, Landlord shall have the immediate right to cure such violation, which right shall include,
without limitation, removal of any and all unapproved signage.
ARTICLE XI
TRADE FIXTURES AND PERSONAL PROPERTY
11.1 Ownership. Any trade fixtures, signs and other personal property of Tenant not
permanently affixed to the Premises shall remain the property of Tenant, and Landlord agrees
that Tenant shall have the right, provided Tenant is not in default under the terms of the Lease, at
any time, and from time to time, to remove any and all of its trade fixtures, signs and other
personal property which it may have stored or installed in the Premises including, but not limited
to, counters, shelving, showcases, mirrors and other movable personal property. Nothing
contained in this Article shall be deemed or construed to permit or allow Tenant to remove any
furniture or fixtures without the immediate replacement thereof with similar furniture or fixtures
of comparable or better quality, so as to render the Premises unsuitable for conducting the type
of business described in Article I (G). Tenant, at its expense, agrees to immediately repair any
damage occasioned to the Premises by reason of removal of any such trade fixtures, signs, and
other personal property. All trade fixtures, signs and other personal property installed in or
attached to the Premises by Tenant shall be new or of new quality when so installed or attached.
Tenant shall also reimburse Landlord for any costs incurred by Landlord in repairing any damage
occasioned to the Center by reason of removal from the Premises of any trade fixtures, signs or
personal property of Tenant.
11.2 Removal. If Tenant fails to remove any of its trade fixtures, furniture and other
personal property upon expiration or the sooner termination of this Lease, Landlord may at
Landlord's option retain all or any of such property, and title thereto shall thereupon
automatically vest in Landlord, or Landlord may remove same from the Premises and dispose of
all or any portion of such property, in which latter event Tenant shall, upon demand, pay to
Landlord the actual expense of such removal and disposition together with the cost of repair of
any and all damage to the Premises resulting from or caused by such removal.
ARTICLE XII
ASSIGNMENT, SUBLEASE, AND OTHER TRANSFERS
12.1 Restrictions. Tenant shall not transfer, assign, sublet, mortgage or otherwise
hypothecate or encumber this Lease, or Tenant's interest in and to the Premises, nor enter into
any management, license or concession agreements with respect to the Premises (hereinafter
collectively a "Transfer"), without in each instance procuring Landlord's prior written consent,
which consent may be given or withheld in Landlord's sole and absolute discretion. Any
attempted or purported Transfer without Landlord's prior written consent shall be void and of no
force and effect, shall not confer any interest or estate in the purported transferee, and shall at
Landlord's sole, exclusive, and absolute discretion, entitle Landlord to terminate this Lease upon
written notice to Tenant. A consent to one Transfer by Landlord shall not be deemed to be a
consent to any subsequent Transfer to any other party.
2275262.5 12/4/14 16

12.2 Procedure for Transfer. Should Tenant desire to make a Transfer hereunder,
Tenant shall, in each instance, give written notice of its intention to do so to Landlord not less
than sixty (60) days prior to the effective date of such proposed Transfer, specifying in such
notice whether Tenant proposes to assign or sublet, or enter into a license or concession
agreement, the proposed date thereof, and specifically identifying the proposed Transferee.
Landlord shall, within thirty (30) days after its receipt of such notice of a proposed Transfer from
Tenant, by mailing written notice to Tenant of its intention to do so (a) withhold consent to the
Transfer pursuant to Section 12.1, (b) consent to such Transfer; or (c) terminate this Lease, such
termination to be effective thirty (30) days after receipt of such notice by Tenant. No Transfer of
this Lease or agreement entered into with respect thereto, whether with or without Landlord's
consent, shall relieve Tenant or any Guarantor of this Lease from liability under this Lease.
12.3 Required Documents. Each Transfer to which Landlord has consented shall be
evidenced by a written instrument, the form and content of which is satisfactory to Landlord,
executed by Tenant and Transferee under which the Transferee shall agree in writing for the
benefit of Landlord to perform and to abide by all of the terms, covenants and conditions of this
Lease to be done, kept and performed by Tenant, including the payment of all amounts due or to
become due under this Lease directly to Landlord and the obligation to use the Premises only for
the purpose specified in Article I (G) hereof. In addition, Tenant shall reaffirm its obligations
under this Lease and shall cause all Guarantors to reaffirm their respective obligations under any
guaranty of the Lease. Tenant agrees to reimburse Landlord for Landlord's reasonable attorneys'
and administrative fees incurred in conjunction with the processing of an documentation for each
proposed Transfer, whether or not the Transfer is consummated.
12.4 Merger and Consolidation. If Tenant is a corporation or limited liability
company which, under the current laws, rules or guidelines promulgated by the governmental
body or agency having jurisdiction and authority to promulgate the same, is not deemed a public
corporation, or is an unincorporated association or partnership, the transfer, assignment or
hypothecation, in the aggregate of more than twenty-five percent (25%) of the total outstanding
stock or interest in such corporation, limited liability company, association or partnership, shall
be deemed a Transfer within the meaning and provisions of this Article and shall require
Landlord's prior written consent.
123 Bankruptcy.
A. If this Lease is assigned to any person or entity pursuant to the provisions
of the Bankruptcy Code, any and all monies or other consideration payable or otherwise to be
delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and
remain the exclusive property of Landlord, and shall not constitute property of Tenant or of the
estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other
considerations constituting Landlord's property under this Section 12.5 not paid or delivered to
Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to
Landlord.
B. Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed
all of the obligations arising under this Lease on and after the date of such assignment, including
2275262.5 12/4/14 17

the obligation to operate the business which Tenant is required to operate pursuant to Exhibit "B"
hereof.
ARTICLE XIII
OPERATION OF TENANT'S BUSINESS
13.1 Continuous Operation. Tenant covenants and agrees that it will operate and
conduct in 100% of the Premises, continuously and uninterruptedly during the Lease Term, the
business which it is required to operate and conduct under the provisions hereof, except while the
Premises are untenantable by reason of fire or other unavoidable casualty, and that it will at all
times keep and maintain within and upon the Premises an adequate stock of merchandise and
trade fixtures and have sufficient personnel to service and supply the demands and requirements
of its customers.
13.2 Rules and Regulations. Tenant shall observe faithfully and comply with and
shall cause its employees and invitees to observe faithfully and comply with reasonable rules and
regulations governing the Center as may from time to time be promulgated and amended by
Landlord.
ARTICLE XIV
REPAIRS AND MAINTENANCE
14.1 Tenant's Maintenance Obligations. Tenant covenants, at all times during the
Lease Term, to keep the Premises and every part thereof "broom clean," and in good condition
and repair (reasonable wear and tear excepted).
14.2 Landlord's Maintenance Obligations.
A. Landlord shall operate the Center and, subject to the obligations of Tenant
in this Lease, shall cause to be repaired and maintained the common areas and the structure of
the Center (including roof), in a good and safe manner and condition in accordance with industry
standards. Landlord shall keep and maintain in good order and first class condition, repair and
appearance, making all replacements required in connection therewith, the Premises and every
part thereof, including, without limitation, the entire storefront, all glass and doors located within
or in any perimeter wall of the Premises, all interior or exterior signs of Tenant, and all other
improvements, fixtures and appurtenances in and to the Premises, including, without limitation,
lighting, wiring, plumbing and electrical fixtures, and all heating, ventilating, air conditioning
and other equipment serving the Premises, of every nature and kind, whether or not located
within the Premises and whether furnished or installed by Landlord or Tenant. Landlord, at its
expense, shall also provide facilities maintenance and custodial services to the Premises.
B. Tenant shall promptly notify Landlord of any damage to or deficiency or
defect in any part of the Premises or the Center. Notwithstanding the foregoing provisions of
this Section 14.2, Landlord shall not be liable to Tenant for failure to make repairs as required
herein unless Tenant has previously notified Landlord in writing of the need for such repairs and
Landlord has failed to commence and complete said repairs within thirty (30) days (or such
2275262.5 12/4/14 18

longer period of time as may be reasonably required to complete said repair(s) which, due to its
nature, cannot reasonably be remedied within thirty (30) days), following receipt of Tenant's
written notification. Under no circumstances shall Tenant be entitled to terminate this Lease as a
result of Landlord's failure or alleged failure to make repairs hereunder.
14.3 Tenant's Failure to Maintain. If Tenant refuses or neglects to maintain the
Premises, or any portion thereof, in accordance with Section 14.1 above, Landlord shall have the
right, upon giving Tenant written notice of its election to do so, to make such repairs or perform
such maintenance on behalf of and for the account of Tenant. In such event, the cost of such
work shall be paid by Tenant promptly upon receipt of bills therefor. Failure of Tenant to pay
any of said charges within ten (10) days of receipt of bills therefor shall constitute a default
hereunder. Upon any surrender of the Premises, Tenant shall deliver the Premises to Landlord,
upon the expiration or earlier termination of this Lease, in good order, condition and state of
repair, ordinary wear and tear excepted, and excepting such items of repair as may be Landlord's
obligation hereunder.
14.4 Definition of Exterior Walls. As used in this Article, the expression "exterior
walls" shall not be deemed to include storefront or storefronts, plate glass, window cases, or
window frames, doors or door frames, security grilles or similar enclosures. It is understood and
agreed that Landlord shall be under no obligation to make any repairs, alterations, renewals,
replacements or improvements to or upon the Premises or the mechanical equipment exclusively
serving the Premises at any time except as otherwise provided in this Lease.
14.5 Right to Enter. Tenant agrees to accept the background clearances that the City
of Buckeye performs on all city employees and city contractor employees with respect to
Landlord's contractors and employees, and Tenant shall badge them appropriately so that
Landlord's contractors and employees have access to the Premises and Center, without delay, for
official business in the Premises. Tenant agrees to permit Landlord and its authorized
representatives to enter the Premises at all times for the purpose of making emergency repairs
and during usual business hours for the purpose of inspecting the same. Tenant further agrees
that Landlord may go upon the Premises and make any necessary repairs thereto and perform
any work therein which may be necessary to comply with any laws, ordinances, rules or
regulations of any public authority, any fire rating bureau, or of any similar body, or that
Landlord may deem necessary to prevent waste or deterioration in connection with the Premises
if Tenant does not make or cause such repairs to be made or performed or cause such work to be
performed promptly after receipt of written demand from Landlord. Tenant shall also permit
Landlord to enter the Premises, without notice, for the purpose of making emergency repairs to
the Premises or the Center, and upon reasonable advance notice, for the purpose of making
repairs to the portions of the Center adjacent to the Premises. Nothing herein contained shall
imply any duty on the part of Landlord to do any such work which, under provisions of this
Lease, Tenant may be required to do, nor shall Landlord's failure to elect to perform such work
constitute a waiver of Tenant's default. No exercise by Landlord of any rights herein reserved
shall entitle Tenant to any damage for any injury or inconvenience occasioned thereby, to any
abatement of rent, or to terminate this Lease.
2275262.5 12/4114 19

ARTICLE XV
DAMAGE OR DESTRUCTION
15.1 Insured Casualty. In the event that the Premises are partially or totally destroyed
by fire or any other peril covered by insurance maintained by Landlord, Landlord shall, within a
period of one hundred eighty (180) days after the occurrence of such destruction, but only to the
extent that proceeds of such insurance are available to Landlord for such purpose, commence
reconstruction and restoration of the Premises and prosecute the same diligently to completion,
in which event this Lease shall continue in full force and effect. In the event insurance proceeds
are not sufficient to pay the cost of such reconstruction, or if the damage or destruction is due to
the acts or omissions of Tenant, its agents, employees or contractors, or if Landlord is restricted
by any governmental authority, Landlord may elect to either terminate this Lease or pay the cost
of such reconstruction. Notwithstanding the foregoing, Tenant shall be obligated for the
restoration of all of Tenant's leasehold improvements, trade fixtures and other personal property
on the Premises.
15.2 Uninsured Casualty. In the event that the Premises are partially or totally
destroyed as a result of any casualty or peril not covered by Landlord's insurance, Landlord may
within a period of ninety (90) days after the occurrence of such destruction (i) commence
reconstruction and restoration of the Premises and prosecute the same diligently to completion,
in which event this Lease shall continue in full force and effect; or (ii) notify Tenant in writing
that it elects not to so reconstruct or restore the Premises, in which event this Lease shall cease
and terminate as of the date of such destruction. Notwithstanding the foregoing, Tenant shall be
obligated for the restoration of all of Tenant's leasehold improvements, trade fixtures and other
personal property on the Premises.
15.3 Damage to the Center. Notwithstanding anything to the contrary herein
contained, in the event of a total destruction of the Center or a partial destruction of the Center,
the cost of restoration of which would exceed one-third (1/3) of the then replacement value of the
Center, by any cause whatsoever, whether or not insured against and whether or not the Premises
are partially or totally destroyed, Landlord may, within a period of ninety (90) days after the
occurrence of such destruction, notify Tenant in writing that it elects not to so reconstruct or
restore the Center, in which event this Lease shall cease and terminate as of the date of such
destruction.
15.4 Damage Near End of Term. Notwithstanding the foregoing, in the event that
the Premises are partially or totally destroyed during the last year of the Lease Term, Landlord
and Tenant each shall have the option to terminate this Lease by giving written notice to the
other of the exercise of such option within thirty (30) days after such destruction, in which event
this Lease shall cease and terminate as of the date of service of such notice. For the purposes of
this Article, partial destruction shall be deemed to be a destruction to an extent of at least one-
third (1/3) of the full replacement cost of the Premises as of the date of destruction.
15.5 Release of Liability. In the event of any termination of this Lease in accordance
with this Article, the parties shall be released thereby without further obligation to the other party
coincidental with the surrender of possession of the Premises to Landlord except for items which
have theretofore accrued and are then unpaid or unperformed. Notwithstanding any other
2275262.5 12/4/14 20

provision of this Lease, Tenant shall be responsible for the full payment of the Minimum Annual
Rent and all additional rent unless expressly reduced, waived or abated under the terms hereof.
ARTICLE XVI
COMMON AREAS; CENTER OPERATING COSTS
16.1 Use of Common Areas. There shall be available in the Center certain areas and
facilities to be used for automobile parking and for the general nonexclusive use, convenience
and benefit of the customers and patrons of Tenant and of the other tenants, owners and
occupants of the Center, which areas together with the service corridors and all other service
facilities and equipment are referred to herein as "common areas." Except as otherwise
specifically provided in this Lease, Tenant and its employees and invitees are authorized,
empowered and privileged to use the common areas in common with other authorized persons,
as determined by Landlord, during the Lease Term. The condemnation or other taking by any
public authority, or sale in lieu of condemnation, of any or all of such common areas shall not
constitute a violation of this paragraph. Landlord reserves the right to change the entrances,
exits, traffic lanes and the boundaries and locations of the common areas. In connection
therewith, Landlord reserves the right to grant any party the exclusive right to use designated
portions of the common areas, in which case Tenant shall have no right to use such designated
portions unless they have been designated for Tenant's exclusive use. Landlord shall, at all
times, have sole and exclusive control of the common areas and may, at its option, from time to
time, as Landlord deems advisable: (a) exclude and restrain any person from the use or
occupancy thereof, (b) alter, improve, diminish, delete or add to portions of or otherwise change
the common areas, including without limitation, changing the location, area, level, size and
arrangement of driveways, entrances, exits, vehicular parking spaces or traffic flow, (c) designate
restricted areas and employee parking areas, and (d) construct additional buildings and
improvements. Landlord shall keep or cause to be kept said common areas in a neat, clean and
orderly condition, properly lighted and landscaped, and shall repair any damage to the facilities
thereof.
16.2 [INTENTIONALLY OMITTED]
16.3 Common Area Rules and Regulations. Landlord shall have the right to
establish and, from time to time, to change, alter and amend, and to enforce against Tenant and
the other users of the common areas, such reasonable rules and regulations (including the
exclusion of, or designation of area(s) for, employees' parking) as may be deemed necessary or
advisable by Landlord for the proper and efficient operation and maintenance of the common
areas. The rules and regulations herein provided for may include, without limitation, the hours
during which the common areas shall be open for use.
ARTICLE XVII
TENANT'S DEFAULTS; REMEDIES
17.1 Events of Default. The occurrence of any of the following shall constitute a
default and material breach of this Lease by Tenant:
2275262,5 12/4114 21

A. Any failure by Tenant to pay any rent or any other charge required to be
paid under this Lease, or any part thereof, when due; or
B. Any failure by Tenant to observe or perform any other provision, covenant
or condition of this lease to he observed or performed by Tenant where such failure continues for
thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature
of such default is such that the same cannot reasonably be cured within a thirty (30) day period,
Tenant shall not be deemed to be in default if it shall commence such cure within such period
and thereafter diligently pursue such cure to completion, any such written notice shall be in lieu
of, and not in addition to, any notice required under Arizona statues.
C. The cessation of Tenant's business from the Premises or closure of the
Premises for a period in excess of seventy-two (72) consecutive hours; or
D. Abandonment or vacation of the Premises by Tenant; or
E. A general assignment by Tenant or any Guarantor of this Lease for the
benefit of creditors, or the filing by or against Tenant or any Guarantor of any proceeding under
an insolvency or bankruptcy law including but not limited to the Bankruptcy Code, unless such
proceeding is dismissed within ninety (90) days, or the appointment of a trustee or receiver to
take possession of all or substantially all of the assets within the Premises of Tenant or any
Guarantor, unless possession is restored to Tenant or such Guarantor within thirty (30) days, or
any execution or other judicially authorized seizure of all or substantially all of Tenant's assets
located upon the Premises or of Tenant's interest in this Lease, unless such seizure is discharged
within thirty (30) days.
17.2 Remedies. Upon a default by Tenant as defined in Section 17.1 above, Landlord
(or Landlord's agent and employees), in addition to any other rights or remedies available to
Landlord at law or in equity, including injunction, shall have the right without further demand or
notice, to pursue any one or more of the following remedies:
A. Immediately or at any time thereafter re-enter and take possession of the
Premises and remove Tenant, Tenant's agents, any subtenants, licensees, concessionaires or
invitees and any or all of their property from the Premises. Re-entry and removal may be
effected by summary proceedings or any other action or proceeding permitted by law. In this
regard, Landlord may lock the doors to the Premises and exclude Tenant therefrom. Property
removed from the Premises may be stored in a public warehouse or elsewhere at the cost of and
for the account of Tenant, but Landlord shall not be obligated to effect such removal. Landlord
shall not be liable in any way in connection with any action taken under this subparagraph A..
No action taken, commenced or prosecuted by Landlord, no execution on any judgment and no
act or forbearance on the part of Landlord in taking or accepting possession of the Premises shall
be construed as an election to terminate this Lease unless Landlord expressly exercises such
option in writing in accordance with subparagraph D. below;
B. Prosecute and maintain an action or actions, as often as Landlord deems
advisable, for collection of rents, other charges and damages as the same accrue, with or without
entering into possession and without terminating this Lease. No judgment obtained shall
2275262.5 12/4/14 22

constitute a merger or otherwise bar prosecution of, subsequent actions for rents and other
charges and damages as they accrue;
C. Upon taking possession of the Premises Landlord may from time to time,
without termination of this Lease, for the account of Tenant, attempt to relet the Premises or any
part thereof (but without obligation to do so) for such rental, terms and conditions (which may be
for a term extending beyond the Term of this Lease) as Landlord, in its sole discretion, may
deem advisable, with the right to make alterations and repairs to the Premises required for
reletting. The rents received by Landlord from such reletting shall be applied, first, to the
payment of any costs of relating (as defined below) and second to the payment of rent due and
unpaid hereunder. The residue, if any, shall be held by Landlord and applied in payment of
future rent as the same may become due and payable hereunder. If the rents received from such
reletting during any month are insufficient to reimburse Landlord for any costs of reletting or
rent due and payable, Tenant shall pay any deficiency to Landlord. Such deficiency shall be
calculated and paid monthly. Notwithstanding any such reletting without termination, Landlord
may at any time thereafter elect to terminate this Lease for such previous breach; and/or
D. Elect to terminate this Lease by written notice to Tenant. In the event of
such termination, Tenant agrees to immediately surrender possession of the Premises. If Tenant
fails or refuses to surrender the Premises, Landlord may take possession in accordance with
subparagraph A. above. Should Landlord terminate this Lease, Tenant shall have no further
interest in this Lease or the Premises, and Landlord may recover from Tenant all damages
Landlord may incur by reason of Tenant's default including, without limitation (I) the costs of
reletting the Premises, (2) reasonable attorneys' fees, (3) the unamortized value of the Leasehold
Improvement Allowance (as defined in Article I) and (4) the unamortized portion of any
brokerage commission of fee paid by Landlord in connection with this Lease, all of which
amounts shall be immediately due and payable at Landlord's election from Tenant to Landlord.
In determining the rent which would be payable by Tenant hereunder subsequent to default, the
rent for each year of the unexpired term shall be equal to the average Minimum Annual Rent,
and additional rent, costs and expenses paid by Tenant from the commencement of the Lease
Term to the time of default, or during the thirty-six (36) months immediately preceding default,
whichever period is shorter.
17.3 Costs of Reletting. As used in this Article 17, "costs of reletting" shall include
any reasonable costs necessary to take possession of the Premises and lease the Premises to
another Tenant including, but not limited to:
A. legal costs and expenses of recovery of the Premises including court costs
and attorneys' fees;
13. brokerage costs for leasing;
C. costs and expenses of alterations, repairs and improvements;
D. indebtedness other than Minimum Annual Rent due from Tenant to
Landlord under this Lease;
E. costs of protecting the Premises; and
2275262.5 12/4/14 23

F. costs of removal and storage of Tenant's property.
All costs of reletting as stated in this Section 17.3 shall be consistent with marketplace conditions
at the time of said reletting.
17.4 Acceptance of Surrender. No act or conduct of Landlord, whether consisting of
reentry, taking possession or reletting of the Premises or obtaining appointment of a receiver or
accepting the keys to the Premises, or otherwise, prior to the expiration of the Lease Term shall
be deemed to be or constitute an acceptance by Landlord of the surrender of the Premises or an
election to terminate this Lease unless Landlord exercises its election under subsection 17.2D. of
this Lease. Such acceptance or election by Landlord shall only be effected, and must be
evidenced by written acknowledgment of acceptance of surrender or notice of election to
terminate signed by Landlord.
17.5 Landlord's Right to Perform Tenant's Covenants. Subject to the provisions of
Section 17.113. above, Tenant agrees that in the event it is due to render performance in
accordance with any term or condition of this Lease and it fails to render such performance or
commence such cure within thirty (30) days after written notification thereof is given, or
immediately if required for the protection of the Premises, Landlord shall have the right, but not
the obligation, to render such performance and to charge all costs and expenses incurred in
connection therewith to Tenant, plus a sum equal to five percent (5%) thereof representing
Landlord's overhead. All amounts so charged shall be additional rent due and payable
immediately to Landlord upon presentment of a statement to Tenant indicating the amount and
nature of such costs and expenses. Landlord shall have no liability to Tenant for any loss or
damages resulting from any such action by Landlord hereunder, and entry by Landlord under this
Section 17.5 or other provisions of this Lease shall not constitute a constructive or actual eviction
or a breach of any covenant for quiet enjoyment of, or any other covenant of Landlord contained
in this Lease.
17.6 Landlord's Remedies Cumulative. No remedy herein conferred upon Landlord
shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be
in addition to every other remedy given hereunder, or now or hereafter existing at law or in
equity or by statute. No delay or omission of Landlord to exercise any right or power arising
from any default shall impair any such right or power, or shall be construed to be a waiver of any
such default or an acquiescence therein.
17.7 No Waiver. The waiver by Landlord of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term, covenant or
condition or any subsequent breach of the same or any other term, covenant or condition herein
contained. The subsequent acceptance of rent by Landlord shall not be deemed to be a waiver of
any preceding breach by Tenant of any term, covenant or condition of this Lease other than the
failure of Tenant to pay the particular rent so accepted, regardless of Landlord's knowledge of
such preceding breach at the time of acceptance of such rent. No covenant, term or condition of
this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing and
executed by Landlord.
17.8 [INTENTIONALLY OMITTED]
2275262.5 12/4/14 24

ARTICLE XVIII
DEFAULT BY LANDLORD
18.1 Event of Default. The occurrence of any of the following shall constitute a
default and material breach of this Lease by Landlord:
A. Any failure by Landlord to perform the obligations required of Landlord
within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant
to Landlord specifying wherein Landlord has failed to perform such obligation; provided,
however, that if the nature of Landlord's obligation is such that more than thirty (30) days are
required for performance, then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently prosecutes the same to
completion. Nothing herein contained shall be interpreted to mean that Tenant is excused from
paying rent due hereunder as a result of any default by Landlord.
B. A general assignment by Landlord or any Guarantor of this Lease for the
benefit of creditors, or the filing by or against Landlord or any Guarantor of any proceeding
under an insolvency or bankruptcy law including but not limited to the Bankruptcy Code, unless
such proceeding is dismissed within ninety (90) days, or the appointment of a trustee or receiver
to take possession of all or substantially all of the assets within the Premises or Center of
Landlord or any Guarantor, unless possession is restored to Landlord or such Guarantor within
thirty (30) days, or any execution or other judicially authorized seizure of all or substantially all
of Landlord's assets located upon the Premises or Center or of Landlord's interest in this Lease,
unless such seizure is discharged within thirty (30) days.
18.2 Remedies. Upon a default by Landlord as defined in Section 18.1 above, Tenant
(or Tenant's agent and employees), in addition to any other rights or remedies available to Tenant
at law or in equity, including injunction, shall have the right without further demand or notice, to
pursue any one or more of the following remedies:
A. Prosecute and maintain an action or actions, as often as Tenant deems
advisable, for charges and damages as the same accrue, with or without terminating this Lease.
No judgment obtained shall constitute a merger or otherwise bar prosecution of, subsequent
actions for charges and damages as they accrue; and/or
B. Elect to terminate this Lease by written notice to Landlord. Should
Tenant terminate this Lease, Tenant shall have no further duty or obligation to pay rent or any
other monies under this Lease, and Tenant may recover from Landlord all damages Tenant may
incur by reason of Landlord's default including, without limitation (1) reasonable attorneys' fees,
(2) the unamortized value of the Leasehold Improvement Allowance (as defined in Article I) and
(3) the unamortized portion of any brokerage commission of fee paid by Tenant in connection
with this Lease, all of which amounts shall be immediately due and payable at Tenant's election
from Landlord to Tenant.
18.3 Acceptance of Surrender. No act or conduct of Tenant, whether consisting of
taking possession of the Premises or obtaining appointment of a receiver, or otherwise, prior to
2275262.5 12/4/14 25

the expiration of the Lease Term shall be deemed to be or constitute an acceptance by Tenant of
an election to terminate this Lease unless Tenant exercises its election under subsection 18.2B. of
this Lease. Such election by Tenant shall only be effected, and must be evidenced by written
acknowledgment of notice of election to terminate signed by Tenant.
18.4 Tenant's Right to Perform Landlord's Covenants. Subject to the provisions of
Section 18.1A. above, Landlord agrees that in the event it is due to render performance in
accordance with any term or condition of this Lease and it fails to render such performance or
commence sure cure within thirty (30) days after written notification thereof is given, or
immediately if required for the protection of the Premises, Tenant shall have the right, but not the
obligation, to render such performance and to charge all costs and expenses incurred in
connection therewith to Landlord, plus a sum equal to five percent (5%) thereof representing
Tenant's overhead. All amounts so charged shall be due and payable immediately to Tenant
upon presentment of a statement to Landlord indicating the amount and nature of such costs and
expenses. Tenant shall have no liability to Landlord for any loss or damages resulting from any
such action by Tenant hereunder, and shall not constitute a breach of any covenant of Tenant
contained in this Lease.
18.5 Tenant's Remedies Cumulative. No remedy herein conferred upon Tenant shall
be considered exclusive of any other remedy, but the same shall be cumulative and shall be in
addition to every other remedy given hereunder, or now or hereafter existing at law or in equity
or by statute. No delay or omission of Tenant to exercise any right or power arising from any
default shall impair any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein.
18.6 No Waiver. The waiver by Tenant of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term, covenant or
condition or any subsequent breach of the same or any other term, covenant or condition herein
contained. No covenant, term or condition of this Lease shall be deemed to have been waived by
Tenant unless such waiver is in writing and executed by Tenant.
ARTICLE XIX
ATTORNEYS' FEES
In the event that either party shall institute any legal action or proceeding against the
other relating to the provisions of this Lease, or any default hereunder, the unsuccessful party in
such action or proceeding agrees to pay to the prevailing party the reasonable attorneys' fees and
costs actually incurred by the prevailing party.
ARTICLE XX
EMINENT DOMAIN
20.1 Taking Resulting in Termination. In the event that all or substantially all of the
Premises shall be taken under the power of eminent domain, or that any portion of the Center
shall be so taken so as to render the Center not reasonably suitable for continuation of business in
Landlord's absolute discretion, this Lease shall thereupon terminate as of the date possession
2275262.5 12/4/19 26

shall be so taken. In the event that a portion of the floor area of the Premises shall be taken
under the power of eminent domain and the portion not so taken will not be reasonably adequate
for the operation of Tenant's business, notwithstanding Landlord's performance of restoration as
hereinafter provided, this Lease shall terminate as of the date possession of such portion is taken.
If this Lease is terminated, all rent shall be paid up to the date that actual possession of the
Premises, or a portion thereof, is taken by public authority, and Landlord shall make an equitable
refund of any rent paid by Tenant in advance and not yet earned.
20.2 Partial Taking. In the event of any taking under the power of eminent domain
which does not terminate this Lease as aforesaid, all of the provisions of this Lease, shall remain
in full force and effect, except that the Minimum Annual Rent only shall be reduced in the same
proportion that the amount of floor area of the Premises taken bears to the floor area of the
Premises immediately prior to such taking, and Landlord shall, to the extent of the condemnation
award, at Landlord's own cost and expense, restore such part of the Premises as is not taken to as
near its former condition as the circumstances will permit. In this circumstance, if Tenant
determines that the condition of the Premises is not adequate for the continued operation of
Tenant's business, notwithstanding Landlord's performance of restoration, this Lease shall
terminate as of the date possession of such portion is taken. If this Lease is terminated, all rent
shall be paid up to the date that actual possession of the Premises, or a portion thereof, is taken
by public authority, and Landlord shall make an equitable refund of any rent paid by Tenant in
advance and not yet earned.
20.3 Award. All damages awarded for any such taking under the power of eminent
domain, whether for the whole or a part of the Premises shall belong to and be the property of
Landlord, whether such damages shall be awarded as compensation for diminution in value or
the leasehold or for the fee of the Premises; provided, however, that nothing herein contained
shall prevent Tenant from making claim for loss or damage to Tenant's trade fixtures and
removable personal property.
20.4 Transfer Under Threat of Taking. A voluntary sale by Landlord of all or any
portion of the Center to a public or quasi-public body, agency or person, corporate or otherwise,
having the power of eminent domain, either under threat of condemnation or while
condemnation proceedings are pending, shall be deemed to be a taking by eminent domain.
ARTICLE XXI
SUBORDINATION TO FINANCING; ATTORNMENT
21.1 Subordination. This Lease is subject and subordinate to all ground and/or other
underlying leases including sale and leaseback leases, mortgages and deeds of trust or other
encumbrances which now affect the Center, the Premises or any portion thereof, together with all
renewals, modifications, consolidations, replacements and extensions thereof; provided,
however, that if the lessor under any such lease or the holder or holders of any such mortgage,
deed of trust or any encumbrance shall advise Landlord that it or they desire to require this Lease
to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to
promptly execute, acknowledge and deliver any and all documents or instruments which
Landlord or such lessor, holder or holders deem necessary or desirable for purposes therefor.
2275262,5 12/4/14 27

21.2 Future Encumbrance. Landlord shall have the right to cause this Lease to be
and become and remain subject and subordinate to any and all ground and/or other underlying
leases, including sale and leaseback leases, mortgages or deeds of trust or other encumbrances
which may hereafter be executed covering the Center, the Premises, the real property thereunder
or any portion thereof, for the full amount of all advances made or to be made thereunder and
without regard to the time or character of such advance, together with interest thereon, and
subject to all the terms and provisions thereof; and Tenant agrees, within ten (10) days after
Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all
documents or instruments requested by Landlord or necessary or proper to assure the
subordination of this Lease to any such mortgages, deeds of trust, leasehold estates or other
encumbrances.
21.3 Attornment. Notwithstanding anything to the contrary set forth in this Article,
Tenant hereby attorns and agrees to attorn to any person, firm or corporation purchasing or
otherwise acquiring Landlord's interest in the Center, the Premises, or the real property
thereunder or any portion thereof, at any sale or other proceeding or pursuant to the exercise of
any rights, powers, or remedies under such mortgages or deeds of trust or ground or underlying
leases as if such person, firm or corporation had been named as Landlord herein, it being
intended hereby that if this Lease shall be terminated, cut off, or otherwise defeated by reason of
any act or actions by the owner or holder of any such mortgage or deed of trust, or the lessor
under any such leasehold estate, then at the option of any such person, firm or corporation so
purchasing or otherwise acquiring Landlord's interest in the Center, the Premises, or the real
property thereunder or any portion thereof, this Lease shall continue in full force and effect.
21.4 Estoppel Certificates.
A. Tenant covenants at any time and from time to time upon request by
Landlord, to execute, acknowledge and deliver to Landlord a statement in writing within thirty
(30) days following Landlord's request therefor either certifying to the following or noting any
disagreement therewith and the reason(s) therefor: (a) that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the same is in full force and effect as
modified and stating such modifications); (b) the dates to which the monthly installments of
Minimum Annual Rent and other charges have been paid in advance, if any; (c) Tenant's
acceptance and possession of the Premises; (d) the Commencement Date and/or Expiration Date
of the Term; (e) the rent provided under the Lease; (f) that Landlord is not in default under this
Lease (or if Tenant claims such a default, the nature thereof); (g) that Tenant claims no offsets
against the rent (or if Tenant claims such offsets, the amount thereof), and (h) such other
information as Landlord or any prospective purchaser or lender shall reasonably require. It is
intended that any such statement delivered pursuant to this Article may be relied upon by any
prospective purchaser, mortgagee or assignee of any mortgagee of the Premises or the Center.
B. Tenant's failure to deliver the statement required under Section 21.4A.
within such thirty (30)-day period shall be conclusive upon Tenant (a) that this Lease is in full
force and effect, without modification except as may be represented by Landlord; (b) that there
are no uncured defaults in Landlord's performance; (c) that not more than one month's rent has
been paid in advance; and (d) that all other matters to be certified by Tenant pursuant to
Landlord's written request are true and correct as stated in said request, as of the date thereof
2275262.5 12/4/14 28

ARTICLE XXII
SALE OF PREMISES BY LANDLORD
In the event of any sale, exchange or other conveyance of Landlord's interest in the
Center or any portion or portions thereof by Landlord and an assignment by Landlord of this
Lease, Landlord and Tenant shall be and are hereby entirely freed and relieved of all liability
under any and all of their covenants and obligations contained in or derived from this Lease
arising out of any act, occurrence or omission relating to the Premises or this Lease occurring
after the consummation of such sale, exchange or conveyance and assignment,
ARTICLE XXIII
SURRENDER OF PREMISES AND HOLDING OVER
23.1 Surrender. Upon the expiration or earlier termination of this Lease, Tenant shall
quit and surrender the Premises, "broom clean," in good condition and repair (reasonable wear
and tear excepted) together with all alterations, additions and improvements that may have been
made, subject to the provisions of Section 23.4. If the Premises are not surrendered at the end of
the Term, Tenant shall indemnify, defend and hold harmless Landlord for, from and against any
loss or liability resulting from delay by Tenant in so surrendering the Premises including,
without limitation, any claims made by any succeeding tenant based on such delay.
23.2 Holding Over. If Tenant should remain in possession of the Premises after the
expiration of the Term without executing a new lease, then such holding over shall be construed
as a tenancy from month-to-month, subject to all the covenants, terms, provisions and obligations
of this Lease, so far as applicable, except Minimum Annual Rent, which shall be subject to an
automatic increase equal to one hundred fifty percent (150%) times the Minimum Annual Rent
payable in the last Lease Year of the Term. Nothing contained herein shall be construed as
Landlord's permission for Tenant to hold over.
23.3 No Merger. The voluntary or other surrender of this Lease by Tenant or the
cancellation of this Lease by mutual agreement of Tenant and Landlord shall not work a merger,
and shall, at Landlord's option, terminate all or any subleases and subtenancies, or operate as an
assignment to Landlord of all or any subleases or subtenancies. Landlord's option hereunder
shall be exercised by notice to Tenant and all known sublessees and subtenants in the Premises
or any part thereof.
23.4 Removal of Installations and Restoration by Tenant.
A. Every alteration, addition and improvement made by or on behalf of
Tenant shall immediately become the property of Landlord upon attachment to or installation in
the Premises, without compensation therefor to Tenant, and shall be surrendered by Tenant as
part of the Premises, without disturbance or injury, upon expiration or earlier termination of this
Lease, unless Landlord designates in writing that any such alteration, decoration, addition or
improvement shall be removed (so long as such designation was made a condition to Landlord's
original approval of the alteration, decoration, addition or improvement), in which event Tenant
shall, at its sole cost and expense, remove any such item designated for removal by Landlord
2275262.5 12/4/14 29

within thirty (30) days after termination or expiration of this Lease. Fixtures cannot be removed
by Tenant without written consent of Landlord. Tenant may remove all items of personal
property attached to any wall of the Premises so long as the wall from which same are removed
is repaired to its original condition, normal wear and tear excepted.
B. All trade fixtures, equipment and furnishings placed upon the Premises by
Tenant shall immediately become the property of the City of Buckeye and shall not be removed
from the Premises without the prior written consent of Landlord.
C. In the event of any injury or damage to the Premises or the Center
resulting from the removal by Tenant of any alteration, decoration, addition, improvement, trade
fixtures, equipment and furnishings in accordance with the foregoing provisions of this Section
23.4, Tenant shall promptly repair the same, at its sole cost and expense, in a good and
workmanlike manner or, if mutually agreed, shall pay to Landlord as additional rent all amount
sufficient for Landlord to repair same or to compensate Landlord for such injury or damage,
together with a sum equal to five percent (5%) of such cost representing Landlord's overhead. At
Landlord's option, any personal property or fixtures remaining upon the Premises after expiration
of this Lease shall be deemed abandoned and become the property of Landlord.
ARTICLE XXIV
NOTICES
Wherever in this Lease it shall be required or permitted that notice, approval, advice,
consent or demand be given or served by either party to this Lease to or on the other, such notice,
approval, advice, consent or demand shall be given or served, and shall not be deemed to have
been duly given or served unless, in writing and forwarded by certified or registered mail or
overnight carrier, addressed to the parties at the addresses listed in Article l hereof. Either party
may change such address by written notice sent by certified or registered mail to the other.
ARTICLE XXV
QUIET ENJOYMENT
Landlord covenants that upon compliance by Tenant with all of the terms,
covenants and conditions of this Lease, Tenant shall and may peaceably and quietly have, hold
and enjoy the Premises for the Term without hindrance or molestation from Landlord. This
covenant shall not extend to any disturbance, act or condition caused or committed by any other
tenant in the Center and shall be subject to the provisions of this Lease. This Lease is subject to
any covenants, conditions, restrictions or easements now or hereafter of record affecting all of
any portion of the Center.
ARTICLE XXVI
CAPTIONS AND TERMS
26.1 Reference Only. The captions of Articles and Sections of this Lease are for
convenience only and do not in any way limit or amplify the terms and provisions of this Lease.
2275262.5 12/4/14 30

Except as otherwise specifically stated in this Lease, the "Lease Term" shall include the original
term and any extension, renewal or holdover thereof.
26.2 Parties. If more than one (1) person or corporation is named as Landlord or
Tenant in this Lease and executes the same as such, the words "Landlord" or "Tenant," wherever
used in this Lease, are intended to refer to all such persons or corporations, and the liability of
such persons or corporations for compliance with the performance of all the terms, covenants
and provisions of this Lease shall be joint and several. The masculine pronoun used herein shall
include the feminine or the neuter as the case may be, and the use of the singular shall include
the plural, as the context may require.
ARTICLE XXVII
OBLIGATIONS OF SUCCESSORS
Each and all of the provisions of this Lease shall be binding upon and inure to the benefit
of the parties hereto, and except as otherwise specifically provided in this Lease, their respective
heirs, executors, administrators, successors and assigns, subject, however, to all agreements,
covenants, and restrictions contained elsewhere in this Lease with respect to the assignment,
transfer, encumbering or subletting of all or any part of Tenant's interest in this Lease or the
Premises.
ARTICLE XXVIII
MISCELLANEOUS PROVISIONS
28.1 Separability. It is agreed that if any provision of this Lease shall be determined
to be void by a court of competent jurisdiction, then such determination shall not affect any other
provision of this Lease, and all such other provisions shall remain in full force and effect.
28.2 Warranty of Corporate Authority. If Tenant is a corporation, the persons
executing this Lease on behalf of Tenant hereby covenant and warrant that Tenant is a duly
formed corporation and all steps have been taken prior to the date hereof to qualify Tenant to do
business in the State of Arizona; that all franchise and corporate taxes have been paid to date;
and that all forms, reports, fees and other documents necessary to comply with applicable laws
will be filed when due on or before the execution of the Lease, Tenant will provide a Corporate
Resolution signed by the secretary of Corporation allowing the Corporation to enter into and be
bound by the terms and conditions of this Lease agreement.
28.3 Merger. It is understood and acknowledged that there are no oral agreements
between the parties hereto affecting the Lease, and this Lease entirely supersedes and cancels
any and all previous negotiations, arrangements, brochures, agreements and understanding, if
any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject
matter thereof, and none thereof shall be used to interpret or construe this Lease. This Lease
contains all of the terms, covenants, conditions, warranties and agreements of the parties relating
in any matter to the rental, use and occupancy of the Premises and shall be considered to be the
only agreement between the parties hereto and their representatives and agents. None of the
terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to
2275262,5 12/4/14 31

except by written Lease Amendment signed by the parties hereto. All negotiations and oral
agreements acceptable to both parties have been merged into and are included herein. There are
no other representations or warranties between the parties, and all reliance with respect to the
representations is totally upon the representations and agreements contained in this Lease.
28.4 Right to Lease. Landlord reserves the absolute right to effect such other
tenancies in the Center as Landlord in the exercise of its sole business judgment shall determine.
Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or type or
number of tenants shall, during the Lease Term, occupy any space in the Center.
28.5 Governing Law. The laws of the State of Arizona shall govern the validity,
construction, performance and enforcement of this Lease. Should either party institute legal
action to enforce any obligation contained herein, it is agreed that the proper venue of such suit
or action shall be the county and judicial district in which the Center is located. Although the
printed provisions of this Lease were drawn by Landlord, this Lease shall not be construed either
for or against Landlord or Tenant but shall be interpreted in accordance with the general tenor of
its language.
28.6 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor
disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor,
governmental actions, civil commotions, fire or other casualty, and other non-financial causes
beyond the reasonable control of the party obligated to perform, shall excuse the performance of
such party for a period equal to any such prevention, delay or stoppage, except the obligations,
once already accrued, imposed with regard to rental and other charges to be paid by Tenant
pursuant to this Lease.
28.7 Cumulative Rights. The various rights, options, elections, powers and remedies
contained in this Lease shall be construed as cumulative, and no one remedy shall be exclusive
of any other remedy, or of any other legal or equitable remedy which either party might
otherwise have in the event of breach or default in the terms hereof, and the exercise of one right
or remedy by such party shall not impair its right to any other right or remedy until all
obligations imposed upon the other party have been fully performed.
28.8 Time. Time is of the essence with respect to the performance of each of the
covenants and agreements contained in this Lease.
28.9 Relationship of Parties. Nothing contained in this Lease shall be deemed or
construed by the parties hereto or by any third person to create the relationship of principal and
agent or of partnership or of joint venture or of any association between Landlord and Tenant,
and neither the method of computation of rent nor any other provision contained in this Lease or
any acts of the parties hereto shall be deemed to create any relationship between Landlord and
Tenant other than the relationship of Landlord and Tenant.
28.10 Late Charges. Tenant hereby acknowledges that late payment by Tenant to
Landlord of rent or other sums due hereunder may cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such
costs include, but are not limited to processing and accounting charges, and late charges which
may be imposed upon Landlord by the terms of any mortgage or deed of trust covering the
2275262.5 12/4/14 32

Premises. Accordingly, if any installment of rent or any other sum due from Tenant shall not be
received by Landlord or Landlord's designee when due, then Tenant shall pay to Landlord a late
charge equal to Two Hundred Fifty and 00/100 Dollars ($250.00) or four percent (4%) of the
amount due, whichever is higher, provided that such amount will not exceed the maximum rate
permitted by law. The parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs that Landlord will incur by reason of the late payment by Tenant.
Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's
default with respect to such overdue amount, nor prevent Landlord from exercising any of the
other rights and remedies granted hereunder. Landlord, in Landlord's sole, absolute and
arbitrary discretion, may impose, waive or delay the imposition of any late charge when due
from Tenant. Should Landlord delay or waive any later charge hereunder, this shall in no way
effect any other term or condition of this Lease.
28.11 [INTENTIONALLY OMITTED]
28.12 Real Estate Brokers. Except as herein specifically set forth, Landlord and
Tenant represent and warrant that there are no claims for brokerage commissions or finder's fees
in connection with the execution of this Lease, and agree to indemnify the other against and hold
it harmless from all liability arising from any such claim including, without limitation, the cost of
attorneys' fees in connection therewith.
28.13 Interest. Tenant shall pay to Landlord when due all sums of money required to
be paid pursuant to this Lease. If such amounts or charges are not paid at the time provided in
this Lease, they shall nevertheless be collectible with the next installment of Minimum Annual
Rent thereafter falling due, but nothing herein contained shall be deemed to suspend or delay the
payment of any amount of money or charge at the time the same becomes due and payable
hereunder, or limit any other remedy of Landlord. If Tenant shall fail to pay, when the same is
due and payable, any rent or other charge, such unpaid amounts shall bear interest at twelve
percent (12%) from the date due to the date of payment.
28.14 No Offer to Lease. The submission of this document for examination and
negotiation does not constitute an offer to lease, or a reservation of or option for, occupancy of
the Premises; and this document shall become effective and binding only upon execution and
delivery hereof by Tenant and by Landlord (or, when duly authorized, by Landlord's agent or
employee). No act or omission of any agent of Landlord or Landlord's broker, if any, shall alter,
change or modify any of the provisions hereof.
28.15 [INTENTIONALLY OMITTED]
28.16 Hazardous Materials. Tenant represents and warrants that it and its agents,
servants, employees, contractors, and anyone else acting on Tenant's behalf will not store,
dispose, produce, use, transport or manufacture any toxic or hazardous waste or materials or
petroleum products as defined or regulated by local, state or federal law on the Premises or any
portion of the Center. Tenant shall give Landlord prompt written notice of the existence of,
and/or Tenant's discovery of, the presence of or contamination of the Premises or the Center with
hazardous or toxic waste and/or materials. In the event Tenant or any of its agents, servants,
employees, contractors or anyone else acting on Tenant's behalf violates the foregoing provision
by storing, disposing, producing, using, transporting or manufacturing any toxic or hazardous
2275262,5 1214/14 33

waste or materials in, on or about the Premises or Center, Tenant shall indemnify, defend and
hold Landlord harmless from any damage, claim, injury, cost or liability arising therefrom or
related thereto, including all costs of clean-up, attorneys' fees and court costs. The clean-up and
disposal of such waste or materials shall be performed by Tenant at Tenant's sole cost and
expense and shall be performed in accordance with all applicable laws, rules, regulations and
ordinances. The foregoing notwithstanding, Landlord in Landlord's sole and absolute discretion
may elect, by written notice to Tenant, to perform the clean-up and disposal of such waste or
materials from the Premises and/or the Center. In such event, Tenant shall pay to Landlord the
actual cost of same upon receipt for Landlord or Landlord's written invoice therefor. The terms
of the indemnification set forth in this Section 28.16 shall survive the expiration or termination
of this Lease.
28.17 Expansion of Center. Landlord may at its election (but shall in no event be
obligated to) expand the Center. Tenant acknowledges that such expansion, if and when it may
occur, will involve barricading, materials storage, noise, the presence of workmen and
equipment, rearrangement of parking areas, roadways and lighting facilities, and other
inconveniences typically associated with construction.
28.18 Waiver of Rights of Redemption. Tenant waives any and all rights of
redemption granted under any present and future laws in the event Landlord obtains the right to
possession of the Premises by reason of the violation by Tenant of any of the covenants and
conditions of this Lease or otherwise.
28.19 Right to Show Premises. During the last one hundred twenty (120) days of the
Lease Term or upon earlier termination of this Lease, Landlord shall have the right to go upon
the Premises at reasonable times and with reasonable notice to Tenant to show same to
prospective tenants or purchasers and to post appropriate signs, so long as Landlord does not
interrupt the operations of Tenant's business.
28.20 No Waiver. No delay or omission of Landlord or Tenant to exercise any right or
power shall impair any such right or power, or shall be construed to be a waiver of any
nonperformance by Tenant or Landlord or an acquiescence therein. No waiver of any
nonperformance shall be effective unless it is in writing. No written waiver by Landlord or
Tenant shall be deemed to be a waiver of any other Lease provision, or of any subsequent breach
by Tenant of the same or any other provision. Landlord's or Tenant's consent to or approval of
any act by Tenant or Landlord shall not be deemed to render unnecessary the procurement of
Landlord's or Tenant's consent to or approval of any sequent act of Tenant or Landlord, whether
or not similar to the act so consented to or approved.
28.21 No Third Party Rights. Except as expressly provided herein, no term of this
Lease is intended to or shall be for the benefit of any person not a party hereto, and no such other
person shall have any right or cause or action hereunder.
28.22 Joint and Several Obligations. If Tenant is constituted of two or more persons,
corporations, or other entities, all agreements, covenants, representations and warranties of
Tenant herein are the joint and several obligations of the entities constituting Tenant. If Tenant
is husband and wife, the obligations hereunder shall extend individually to the sole and separate
2275262.5 12/4/14 34

property of each as well as to their community property. Notice given to any one of the entities
constituting Tenant shall be deemed as having been given to all such entities.
28.23 Center Name. Tenant shall not use the Center's name in any written or oral
advertisement or public mailing without obtaining the prior written consent of the Landlord.
28.24 Waiver of Jury Trial. The parties to this agreement hereby waive trial by jury in
any action, proceeding or counterclaim brought by either of the parties hereto against the other to
enforce this agreement, to collect damages for the breach of the agreement, or which in any other
way arise out of, are connected to or are related to this agreement or the subject matter of this
agreement, including but not limited to the use or occupancy of the premises or any claim of
injury or damage arising out of the use or occupancy of the premises. Any such action shall be
tried by the judge without a jury.
28.25 Accord and Satisfaction. Payment by Tenant or receipt by Landlord of a lesser
amount than the rent or other charges herein stipulated shall be deemed to be on account of the
earliest due rent or other charge and no endorsement or statement on any check or any letter
accompanying any payment by check shall be deemed an accord and satisfaction, and Landlord
may accept and negotiate any such check without prejudice to Landlord's right to recover the
balance of such rent or other charges or pursue any other remedy in this Lease.
28.26 Collection Fees. In the event that Landlord elects to utilize a collection agency or
similar type of service to collect upon any charge or fee which Tenant has failed to pay under
this Lease, regardless of whether said obligation has been reduced to a judgment, Tenant shall
pay the fee or cost incurred in retaining said agency or service so that any amount collected shall
be "net" to Landlord.
28.27 [[NTENTIONALLY OMITTED]
28.28 Cancellation. Notice is hereby given that the provisions of A.R.S. § 38-511 are
applicable to this Lease and are hereby incorporated herein as though set forth in its entirety.
28.29 Non-Appropriation of Funds. Landlord and Tenant are obligated only to pay
their obligations set forth in this Lease as may lawfully be made from funds appropriated and
budgeted for that purpose during Landlord's or Tenant's then current fiscal year. The Landlord's
and Tenant's obligations under this Lease are current expenses subject to the "budget law" and
the unfettered legislative decision of the Landlord or Tenant concerning budgeted purposes and
appropriation of funds. Should Landlord or Tenant elect not to appropriate and budget funds to
pay its Lease obligations, this Lease shall be deemed terminated at the end of the then current
fiscal year term for which such funds were appropriated and budgeted for such purpose and
Landlord or Tenant shall be relieved of any subsequent obligation under this Lease. The parties
agree that the Landlord or Tenant has no obligation or duty of good faith to budget or appropriate
the payment of Landlord's or Tenant's obligations set forth in this Lease in any budget in any
fiscal year other than the fiscal year in which this Lease is executed and delivered. Landlord or
Tenant shall be the sole judge and authority in determining the availability of funds for its
obligations under this Lease. Landlord or Tenant shall keep the other party informed as to the
availability of funds for this Lease. The obligation Landlord or Tenant to make any payment
pursuant to this Lease is not a general obligation or indebtedness of Landlord or Tenant. The
2275262.5 12/4/14 35

parties hereby waive any and all rights to bring any claim against the other party from or relating
in any way to Landlord's or Tenant's termination of this Lease pursuant to this Section 28.29.
28.30 Homeland Security. Tenant represents, certifies and warrants to Landlord as
follows: (a) Tenant is not named by, and is not acting, directly or indirectly, for or on behalf of
any person, group, entity or nation named by any Executive Order, including without limitation
Executive Order 13224, or the United States Treasury Department as a terrorist, "Specially
Designated National and Blocked Person" or other banned or blocked person, entity, nation or
transaction pursuant to any law, order, rule or regulation that is enacted, enforced or
administered by the Office of Foreign Assets Control; (b) Tenant is not engaged in this
transaction, directly or indirectly, on behalf of any such person, group, entity or nation; and (c)
none of the proceeds used to pay rent have been or will be derived from a "specified unlawful
activity" as defined in, and Tenant is not otherwise in violation of, the Money Laundering
Control Act of 1986, as amended, or any other applicable laws regarding money laundering
activities. Furthermore, Tenant agrees to immediately notify Landlord if Tenant was, is or in the
future becomes a "senior foreign political figure," or an immediate family member or close
associate of a "senior foreign political figure," within the meaning of Section 312 of the USA
PATRIOT Act of 2001. Notwithstanding anything in this Lease to the contrary, Tenant
acknowledges and agrees that this Lease is a continuing transaction and that the foregoing
representations, certifications and warranties are ongoing and shall be and remain true and in full
force and effect on the date hereof and throughout the Term and that any breach thereof shall
constitute an automatic event of default giving rise to Landlord's remedies and Tenant agrees to
indemnify, defend and hold harmless Landlord for, from and against any and all losses, damages,
costs and expenses resulting from or relating to any breach of the foregoing representations,
certification and warranties.
28.31 E-Verify Requirements. To the extent applicable under Arizona Revised
Statutes Section 41-4401, Tenant warrants compliance with all federal immigration laws and
regulations that relate to their employees and compliance with the E-verify requirements under
Arizona Revised Statute Section 23-214(A). Tenant's failure to comply with such warranty shall
be deemed a material breach of this Lease and may result in the termination of this Lease by
Landlord.
28.32 Memorandum of Lease. Concurrently with the execution of this Lease, the
parties shall complete, execute and acknowledge a Memorandum of Lease in the form required
by A.R.S. § 42-6202(C). The Memorandum of Lease shall be recorded in the official records of
Maricopa County, Arizona, within thirty (30) days of its execution.
28.33 Original Lease. Landlord and Tenant are parties to that certain Lease Agreement
dated May 20, 2009 (the "Original Lease"). As of the Effective Date, Landlord and Tenant
hereby agree that the Original Lease is hereby terminated. Upon termination of the Original
Lease pursuant to this Section 28.33, neither Landlord or Tenant shall thereafter have any further
obligations to the other under the Original Lease.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2275262.5 12/4/14 36

WHEREOF, Landlord and Tenant have duly executed and delivered this Lease as of the
day and year first above written.
LANDLORD: TENANT:
CITY OF BUCK n Arizo unicipal MARICOPA COUNTY, a political
corporation subdivision of the State of Arizona
By: By:
JAkie 6T-Meck, Mayor Name:
Its:
ATTEST:
chida J. Aja, City Cler
APPROVED AS TO FORM: APPROVED AS 0 FORM:
Scott W. Ruby, City Attorney Deput ounty A 11 oimey
2275262.5 12/4/14 37

EXHIBIT "A"
SITE PLAN
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ECUIPTIC
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AdmInlwalion lrainIng Rooms
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S lurcd Gym
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Overall Site Plan
Sundance Crossings - Scheme 2 11.1.111111"1"419=
2275262.5 12/4/14 38

EXHIBIT "B"
FLOOR PLAN OF PREMISES
2275262.5 12/4/14 39