LEASE L-7462 RE VITALS CLINIC WITH BEOHLE PROP LLC.PDF

Lease No. L-7462
C-86-16-099-1-00
LEASE AGREEMENT
LEASE NO. L-7462
THIS LEASE AGREEMENT (“Lease”) made this ____ day of ___________________, 2016,
between Boehle Properties, LLC, an Arizona limited liability company (“Lessor”) and Maricopa
County, a political subdivision of the State of Arizona (“Lessee” or “County”), “Lessor” and
“Lessee” shall collectively be referred to herein as the “Parties”.
Section 1. PREMISES.
1.1 Leased Premises. Lessor owns certain real property located at 2423 West Dunlap
Avenue, Suite 110, Phoenix, Arizona (the “Building”) and Lessor hereby leases to Lessee 2,865
rentable square feet of office and clinic space within Suite 110 of the Building as shown at
Exhibit “A” which is attached and made a part hereof (the “Premises”).
1.2 Use of Premises. Lessee shall have exclusive use of the Premises for the operation of a
Department of Public Health, Office of Vital Registration of Maricopa County and for general
business offices, which shall include, but not be limited to; data processing and storage,
employee training, employee lunch and/or kitchen facilities (including vending machines for
Tenant's use only) and any other legally permitted uses consistent with the character of similar
office buildings in metropolitan Phoenix, Arizona. Lessee shall have access to the Premises
twenty-four (24) hours per day, seven (7) days per week. Lessee is hereby granted a non-
exclusive right to use in common with Lessor, other tenants and occupants and other parties
authorized by Lessor, their respective employees, agents, contractors, customers and invitees,
such parking areas, sidewalks, hallways, and other common areas and facilities as Lessor shall
from time to time designate for common use (“Common Areas”).
1.2 Parking. Lessee, without charge or fee to Lessee, shall have nonexclusive use of thirteen
(13) unreserved parking spaces at the Building. Lessee, without charge or fee to Lessee, shall
have the exclusive use of four (4) covered reserved parking spaces located in close proximity to
the Premises. Lessee shall have the right to a one-time per day visit of armored car pick-up and
drop-off services for approximately 5 minutes each.
1.3 Tenant Improvements. Lessor shall be responsible for permitting, procurement,
construction and project management to deliver, to the reasonable satisfaction of Lessee, the
improvements as listed in Section 1.3 herein (“Tenant Improvements”) and further clarified in
Exhibit D which is attached hereto and made a part hereof. As Lessor is not a licensed
contractor, Lessor shall retain an appropriately licensed contractor (“Contractor”) to complete the
Tenant Improvements. Lessor shall pay the Contractor directly for the Tenant Improvements and
administer said contract with Lessor’s standard procedures as part of such project management.
If required, plans for improvements and construction must be submitted by Lessor to all required
permitting agencies with jurisdiction, for approval in accordance with the customary permitting
process. Following approval of the plans by governmental authorities and receipt of all required
permits, Lessor shall authorize the Contractor to commence construction of the Tenant

Improvements. All Tenant Improvements and construction shall be performed in a good and
workmanlike manner in full compliance with all applicable federal, state and local rules,
regulations, codes and ordinances including, but not limited to, health, building, zoning, fire and
safety codes, all applicable environmental statutes, regulations and ordinances, the Americans
with Disabilities Act of 1990, A.R.S. §§ 9-499.02, 41-1492 through 41-1492.11, the
Architectural Barriers Act of 1968, the Uniform Federal Accessibility Act of 1983 and the
Arizona Native Plant Law. Lessor shall also ensure that all activities (operations and/or
construction) are in compliance with all applicable federal, state and local air quality and
environmental laws, regulations or policies. If required, plans will be submitted to the required
permitting and review agencies for approval or issuance of permits. All construction materials
shall be new and shall be subject to industry standard warranties. Upon completion of the Tenant
Improvements, Lessor shall obtain final building inspections and approvals if required and a
certification from the architect that all such work was constructed in substantial conformity with
the applicable plans and specifications if required. Notwithstanding the foregoing, Lessor shall
undertake to remedy, at no expense to Lessee, those building code violations or other violations
of applicable law (if any) resulting from Lessor’s failure to initially construct the Tenant
Improvements in accordance with applicable building codes and other applicable laws in effect
at the time of permit issuance, of which violations Lessor receives a written violation notice from
Lessee or any governmental authority.
1.3.1 Prior to the commencement of the Tenant Improvements, Lessor shall ensure Contractor
has purchased and maintains throughout construction all standard insurance coverage at
levels standard in the industry from a company or companies duly licensed by the State
of Arizona and require its subcontractors to maintain equivalent insurance based in their
trade and participation in the work.
1.3.2 Obtaining all required permits and approvals for construction of the Tenant
Improvements shall be the responsibility of Lessor, the cost of which shall be reimbursed
to Lessor through the TI Funds as hereafter defined. Lessor shall be responsible for
identifying all required permits and approvals.
1.3.3 NOTICE IS HEREBY PROVIDED that neither staff of Maricopa County Public Health
Department nor staff of the Maricopa County Real Estate Division has the authority to
perform technical review or approval. It is the responsibility of Lessor to determine these
requirements. Lessor acknowledges that the staff of the Maricopa County Public Health
Department and staff of the Maricopa County Real Estate Division do not have the
authority or ability to issue permits or licenses as required pursuant to this Lease or other
permitting or licensing agency and the determination of whether Lessor is in compliance
with the permitting and licensing requirements is the responsibility of the permitting or
licensing agency. The execution of this Lease shall not be considered approval of any
permit or license by Maricopa County.
1.3.4 The term “Substantially Completed” or any grammatical variation thereof, when used in
this Lease, shall mean that the Tenant Improvements have been completed and delivered
to Lessee for Lessee’s use and/or installation of Lessee’s furniture and fixtures with the
exception of Punch List Items (as hereinafter defined) which can be fully completed
subsequent to the date the City of Phoenix completes its final inspection.
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1.3.5 Within ten (10) business days after Substantial Completion of the Tenant Improvements,
Lessee shall supply to Lessor a written list of items that constitute minor defects or
adjustments which can be completed after Substantial Completion of the Tenant
Improvements without causing any material interference with Lessee’s use of the
Premises (“Punch List Items”), setting forth all corrective work to the Tenant
Improvements which Lessee believes is required to be performed. Lessor shall perform
all such corrective work to the extent necessary to complete construction of the Tenant
Improvements. If Lessee does not provide a Punch List within such ten (10) business day
period, Lessee shall be deemed to have accepted the Tenant Improvements in their
entirety.
1.3.6 Lessee hereby designates Mark Bingham as its representative and agent for the purpose
of receiving notices, approving submittals and issuing requests for changes associated
with the Tenant Improvements.
1.3.7 Lessor shall provide Lessee a tenant improvement allowance of $35,000.00 (the “TI
Allowance”) to be applied toward the cost of the Tenant Improvements.
1.3.8 Upon Substantial Completion of the Tenant Improvements listed in this Section 1.3, and
further clarified in the attached Exhibit “D”, and within ten (10) business days after
Lessor’s request, Lessee shall pay to Lessor the actual cost of Tenant Improvements, less
the TI Allowance, up to an amount not to exceed One Hundred Sixty Thousand and
No/100 Dollars ($160,000) (“TI Funds”) No supervisory fee or reimbursements will be
charged by Lessor for review or approval of Tenant plans and/or supervision of
construction.
1.3.9 No change order work to the Tenant Improvements shall be authorized by Lessor without
prior written consent of Lessee. Within ten (10) business days after Lessor’s request,
Lessee shall pay to Lessor for any additional costs actually incurred by Lessor for Lessee-
approved change order work that creates an incremental cost to Lessor that is
substantially above the TI Allowance amount and the TI Funds amount. In addition,
subject to submittal of proper documentation by Lessor to Lessee, excess cost above the
TI Allowance amount and the TI Funds amount caused solely by documented
underestimation of the estimated cost of Tenant Improvements or the estimated cost of
Lessee-approved change order work shall be paid to Lessor by Lessee within ten (10)
business days of Lessor’s request for payment of such underestimated amounts.
Section 2. TERM.
2.1 Term. The initial term of this Lease shall commence on the Commencement Date as
hereafter defined. The term of the Lease shall be for a period of sixty two (62) months (“Term”)
unless terminated earlier as provided for herein, with provisions to “hold over” for up to six (6)
months and with provisions to renew as provided for herein. Lessee, at its option, along with
its employees, agents, contractors, subcontractors, engineers, consultants, suppliers and other
representatives, and their respective employees, shall be permitted to enter the Premises at any
time prior to the scheduled commencement date for the purposes of inspecting same, and for the
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installing of “building standard” and non-“building standard” leasehold improvements therein, as
well as the installing of furniture, fixtures and equipment (including telephone, communications
and computer equipment, further including wiring and cabling for same).
2.2 Commencement Date. The commencement date (“Commencement Date”) shall be the date
this Lease is signed by both the Lessor and the Lessee. The Commencement Date shall be
confirmed in writing by the Parties per mutual approval and execution of Exhibit “E” (the
“Commencement Date Confirmation”) which is attached hereto and made a part hereof.
2.3 Options to Renew. Lessor hereby grants to Lessee the option of renewing the Lease for
up to two (2) additional five (5) year terms (“Renewal Term”). To exercise a Renewal Term,
Lessee shall give Lessor written notice of its intent to renew at least sixty (60) days prior to the
expiration of the Term or Renewal Term, as the case may be. During any Renewal Term, the
terms, provisions and conditions contained within this Lease shall remain in full force and effect.
The rent during the Renewal Term shall be as specified in Section 3.1 herein.
2.4 Hold Over. In the event of expiration of the Lease without renewal, Lessor hereby
grants to Lessee the right of continued occupancy of the Premises as “hold over tenant” on a
“month to month” basis for up to six months at the lease rate in effect for the last month of the
current term of the Lease pursuant to the terms, provisions and conditions of this Lease.
Section 3. CONSIDERATION.
3.1 Rent. In consideration for the use of Lessor’s property, Lessee agrees to pay as rent, in
equal monthly installments, the sums as follow:
Lease Term Rate Monthly Annual
Months 1-2 $0.00/s.f. $0.00 $0.00
Months 3-14 $20.50/s.f. $4,894.38 $58,732.50
Months 15-26 $21.00/s.f. $5,013.75 $60,165.00
Months 27-38 $21.50/s.f. $5,133.13 $61,597.50
Months 39-50 $22.00/s.f. $5,252.50 $63,030.00
Months 50-62 $22.50/s.f. $5,371.88 $64,462.50
The above rent includes applicable taxes and operating expenses.
1st Option Term Rate Monthly Annual
Market rate TBD
The above rent includes applicable taxes and operating expenses.
2nd Option Term Rate Monthly Annual
Market rate TBD
The above rent includes applicable taxes and operating expenses.
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3.2 OPERATING EXPENSES. Lessor will perform and bear all the costs of all
necessary capital repairs and capital replacements involving the base Building, parking areas,
and major Building systems (including, without limitation, those costs required for compliance
with laws), without passing through such costs to Lessee as part of operating expenses.
Section 4. INSURANCE.
4.1 Lessee represents and Lessor acknowledges that Lessee is self insured.
Section 5. MAINTENANCE/UTILITIES.
5.1 Utilities – Lessor shall be financially responsible for the cost of electricity service to the
Premises. Lessor shall be responsible for the payment of all other utility services provided to the
Premises and Common Areas including but not limited to gas, trash, water, and sewer services
fees. Lessee shall be responsible for the payment of phones, internet services (to include internet
and phone wiring) and security systems.
5.2 Maintenance – Lessor shall be responsible for janitorial service to the Premises.
Janitorial services shall be provided daily between the hours of 8:00AM and 4:00PM, Monday
through Friday. Lessor agrees to provide all necessary maintenance services to the improvements
throughout the term of this Lease or any extensions thereof. Lessor shall maintain the structure
of the Premises in good repair and shall correct any hazardous conditions existing as the result of
any structural defect or unsoundness. The term “structure” as used herein, includes walls, roofs,
floors, foundations, stairways and exterior sidewalks. It is understood that the structure and
Premises are currently in a state of good repair. Lessor shall keep all mechanical, plumbing,
electrical and air-conditioning/HVAC operating and in a state of good repair. Lessor shall
further keep the exterior grounds and all common areas of Premises clean and free from trash
and other rubbish. Lessor shall maintain all building utility systems serving the Premises in a
state of good repair. Lessor shall maintain the Premises in a safe, operating condition.
Section 6. RETURN OF PREMISES.
6.1 At the expiration of the Lease, Lessee will have no restitution obligations.
Section 7. ASSIGNMENT.
7.1 Lessee will not assign this Lease, or sublet the Premises without the prior written consent
of Lessor which consent shall not unreasonably be withheld. This Lease shall be binding upon
the Parties hereto and their respective heirs, successors and assigns.
Section 8. ENTRY.
8.1 Lessor shall have the right to inspect the Premises at reasonable times after reasonable
notice to Lessee.
Section 9. NOTICE.
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9.1 All notices herein required to be given to Lessor in writing and shall be sent to Lessor at:
Boehle Properties, LLC
Attn: Jim Boehle
2423 West Dunlap Avenue
Phoenix, AZ 85009
Notices to Lessee shall be sent to:
Maricopa County Facilities Management Department
Attn: Chief Real Estate Officer
2801 West Durango Street
Phoenix, AZ 85009
All invoices to Lessee shall be sent to Maricopa County Department of Public Health at:
Maricopa County Office of Vital Registration
Attn: Business and Budget Analyst
3221 N. 16th Street, Suite 100
Phoenix, AZ 85016
Section 10. NOTICE OF SALE. If the Premises are sold during the term of the Agreement,
Lessor shall be required to notify Lessee in writing, via certified mail, within thirty (30) days of
the transfer date.
Section 11. INDEMNIFICATION.
11.1 Each party (as “indemnitor”) agrees to indemnify, defend and hold harmless the other
party (as “indemnitee”) from and against any and all claims, losses, liability, costs or expenses
(including reasonable attorney’s fees) (hereinafter collectively referred to as “claims”) arising
out of bodily injury of any person (including death) or property damage, but only to the extent
that such claims are not caused by the willful misconduct or gross negligence of the indemnitor,
its officers, officials, agents employees, or volunteers.
Section 12. TERMINATION.
12.1 General. (This section intentionally deleted.)
12.2 Conflicts. This Lease is subject to A.R.S. 38-511 and may be canceled by Lessee
pursuant thereto without any penalty or liability to Lessee.
12.3 Non-Appropriation of Funds. This Lease may be terminated by Lessee at the end of
any fiscal year due to non-appropriation of funds without any penalty or liability to Lessee.
County’s fiscal year ends June 30th. Lessor and/or any of its employees, agents, officers,
directors, members, successors or assigns hereby waives any and all rights to bring any claim
against County or its employees, agents, officers, directors, members, successors or assigns from
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or relating in any way to County’s termination of this Agreement pursuant to these Sections 12.1,
12.2 and 12.3.
Section 13. DEFAULT; REMEDIES.
13.1 Lessee Default. Each of the following shall constitute a material breach of this Lease
and an event of default by Lessee (“County Event of Default”) hereunder:
(a) Lessee’s failure to pay any consideration or any other dollar amount under this
Lease when due, where such failure shall continue for a period of ten (10) business days
after Lessee receives written notice thereof from Lessor.
(b) Lessee assigning or subleasing the Premises without Lessor’s prior written
consent.
(c) Lessee’s failure to observe or perform any of the material covenants, conditions
or provisions of this Lease to be observed or performed by Lessee, other than as
described in Subsection 13.1(a), where such failure shall continue for a period of thirty
(30) days after Lessee receives written notice thereof from Lessor, or such additional
period of time thereafter as Lessor and Lessee may agree in writing and may be
reasonably necessary under the circumstances to cure such default if Lessee commences
to cure such default within said thirty (30) day period and thereafter diligently proceeds
to cure such default.
13.2 Lessor Remedies. Upon the occurrence of any County Event of Default and at any time
thereafter, Lessor may terminate this Lease. Further, upon any occurrence of any County Event
of Default and at any time thereafter, Lessor may, but shall not be required to, exercise any
remedies now or hereafter available to Lessor at law or in equity.
13.3 Lessor Default. Each of the following shall constitute a material breach of this Lease
and an event of default by Lessor (“Lessor Event of Default”) hereunder:
(a) Lessor’s failure to observe or perform any of the material covenants, conditions or
provisions of this Lease to be observed or performed by Lessor, where such failure shall
continue for a period of thirty (30) days after Lessor receives written notice thereof from
Lessee, or such additional period of time thereafter as Lessor and Lessee may agree in
writing and may be reasonably necessary under the circumstances to cure such default if
Lessee commences to cure such default within said thirty (30) day period and thereafter
diligently proceeds to cure such default.
13.4 Lessee Remedies. In the event Lessor fails to perform any of its material obligations
under this Lease and is in default pursuant to Section 13.3 of this Lease, Lessee may, at its
option, terminate this Lease. Further, upon the occurrence of any Lessor Event of Default and at
any time thereafter, Lessee may, but shall not be required to, exercise any remedies now or
hereafter available to Lessee at law or in equity.
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13.5 Attorneys’ Fees and Costs. In the event Lessor or Lessee resort to legal proceedings to
enforce any right under this Lease or to obtain relief for any default by the other party, the party
prevailing in such proceedings shall be entitled to recover from the defaulting party the costs
thereof, including reasonable attorneys’ fees and costs.
Section 14. SUBORDINATION AND ATTORNMENT.
14.1 Upon written request of Lessor, or any first mortgage or first deed of trust beneficiary of
Lessor, Lessee shall, in writing per Exhibit “B” which is attached hereto and made a part hereof,
subordinate its rights under the Lease to the lien of any first mortgage or first deed of trust, , and
to all advances made or hereafter to be made thereunder. However, before signing the
subordination agreement per Exhibit “B”, Lessor shall have the right to obtain from any lender or
lessor requesting such subordination, an agreement in writing providing that, as long as Lessee is
not in default hereunder, the Lease shall remain in effect for the full term. The holder of any
security interest may, upon written notice to Lessee, elect to have the Lease prior to its security
interest regardless of the time of the granting or recording of such security interest. In the event
of any foreclosure sale, transfer in lieu of foreclosure , Lessee shall attorn to the purchaser or the
transferee of Lessor as the case may be, and recognize that party as Lessor under the Lease,
provided such party acquires and accepts the Premises subject to the Lease.
Section 15. ESTOPPEL CERTIFICATES.
15.1 Within thirty (30) days after written request from Lessor, Lessee shall execute and deliver
to Lessor or Lessor’s designee, a written statement per Exhibit “C” which is attached hereto and
made a part hereof certifying: (a) that the Lease is unmodified and in full force and effect, or is in
full force and effect as modified and stating the modifications; (b) the amount of base
consideration and the date to which the base consideration and additional consideration have
been paid in advance; (c) the amount of any security deposited with Lessor; and (d) that Lessor is
not in default hereunder or if Lessee is claiming Lessor to be in default, stating the nature of any
claim default. Any such statement may be relied upon by a purchaser, assignee, or lender.
Section 16. GENERAL.
16.1 Lessor. The term “Lessor” as used herein includes the singular as well as the plural, the
masculine and feminine as well as the neuter.
16.2 Time is of the Essence. Time is of the essence of this Lease. The word(s) “day” or
“days” as utilized in this Lease shall mean calendar days unless expressly stated otherwise. If
the date for performance of any obligation hereunder or the last day of any time period provided
herein shall fall on a Saturday, Sunday or legal holiday, then said date for performance or time
period shall expire on the first day thereafter which is not a Saturday, Sunday or a legal holiday.
16.3 No Partnership or Joint Venture. Nothing contained in this Lease shall create any
partnership, joint venture or other arrangement between Lessor and Lessee. Except and
expressly provided herein, no term or provision of this Lease is intended or shall be for the
benefit of any person or entity not a party hereto, and no such other person or entity shall have
any right or cause of action hereunder.
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16.4 Venue; Governing Law. The proper venue for any proceeding at law or in equity or
under the provisions for arbitration shall be Maricopa County, Arizona and the Lessor and
County hereby waive any right to object to venue. This Lease shall be construed in accordance
with and be governed by the laws of the State of Arizona.
16.5 Entire Agreement. This Lease, together with any supplemental provisions attached
hereto, constitutes the entire agreement between the parties and sets forth all of the covenants,
promises, agreements, conditions and understandings between Lessor and Lessee, and there are
no covenants promises, agreements, conditions or understandings, either oral or written, between
Lessor and Lessee other than as set forth herein, and those agreements that are executed
contemporaneously herewith. This Lease shall be construed as a whole and in accordance with
its fair meaning and without regard to any presumption or other rule requiring construction
against the party drafting this Lease. This Lease cannot be modified or changed except by a
written instrument executed by Lessor and Lessee. Lessor and Lessee have reviewed this Lease
and have had the opportunity to have it reviewed by legal counsel.
16.6 Waiver. Waiver of any breach of any term, conditions or covenant herein contained
shall not be deemed to be a waiver of any subsequent breach of any term, covenant or condition
herein.
16.7 Quiet Enjoyment. Lessor covenants that Lessee, upon paying all rent as provided herein
and upon complying with all of its other obligations hereunder, shall lawfully and quietly hold,
occupy and enjoy the Premises during the Term or any Renewal Term without hindrance or
molestation by Lessor or by anyone lawfully claiming by, through or under Lessor, subject,
however, to the terms and conditions of this Lease.
16.8 Authority to Execute. Any individual executing this Lease on behalf of or as
representative for a corporation or other person, firm, partnership or entity represents and
warrants that he/she is duly authorized to execute and deliver this Lease on behalf of said
corporation, person, firm, partnership or other entity and that this Lease is binding on said entity
in accordance with its terms.
16.9 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions hereof shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
16.10 Headings. Sections and other headings contained in this Lease are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Lease.
16.11 Cooperation. Lessor and Lessee agree to execute and/or deliver to each other such other
instruments and documents as may be reasonably necessary to fulfill the covenants and
obligations to be performed by Lessor and/or Lessee pursuant to this Lease.
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16.12 Counterparts. This Lease may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same
instrument. Faxed and copied signatures are acceptable as original signatures.
16.13 Not Binding Until Signed. Submission of this instrument for examination shall not bind
Lessor or Lessee in any manner, and no lease or obligation on Lessor or Lessee shall arise until
this Lease is executed and delivered by both Lessor and Lessee.
16.14 Delegation of Authority. Since this Lease will require administrative action, including
execution of documents, from time to time to carry out the spirit and intent of the Lease, both the
Director of Facilities Management for Maricopa County and the Chief Real Estate Officer for
Maricopa County each, individually and separately, are hereby given the authority and charged
with the responsibility for proper administration of this Lease, whether or not specific authority
is granted in any provision of this Lease.
16.15 Parking Requirements. (See Section 1.2 hereinabove)
16.16 Tenant Improvement Allowance. Lessor shall construct Lessee’s space per a mutually
agreed upon space plan using Building-standard materials at Lessee’s cost.
16.17 Expansion Rights and Right of First Refusal. The Lessee shall be granted a Right of
First Refusal on all contiguous space.
16.18 Building Operating Hours. Lessee shall have 24-hour, seven (7) days per week access
to the Premises. Lessee understands that the normal operating hours for the Building’s
mechanical systems is Monday through Friday from 7:00am to 7:00pm and Saturday from
7:00am to Noon.
16.19 Signage. Lessor agrees to approve signage opportunities to Lessee as follows: (i)
monument sign, (ii) in the lobby (iii) window decal (iv) entry signage so long as it is in harmony
with other building signage. Cost of signage (including removal at end of term) is at Lessee’s
expense.
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Lease No. L-7462
C-86-16-099-1-00
IN WITNESS WHEREOF, the parties have signed this AGREEMENT
LESSOR: LESSEE:
Boehle Properties, LLC MARICOPA COUNTY
_____________________________ ________________________________
BY Date Chairman of the Board
_____________________________ ATTEST:
It’s
_________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
____________________________
Deputy County Attorney Date
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Lease No. L-7462
C-86-16-099-1-00
EXHIBIT “A”
PREMISES
2,865 RSF of office space located at
2423 West Dunlap Avenue, Suite 110, Phoenix, Arizona
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Lease No. L-7462
C-86-16-099-1-00
Exhibit “B”
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT CERTIFICATE
for
LEASE AGREEMENT NO. L-7459
THIS AGREEMENT dated the ______day of ____________, 20___ between
________________________________________________________________________
(hereinafter referred to as Lender) and Maricopa County, a political subdivision of the state of
Arizona (hereinafter referred to as Lessee or Tenant),
WITNESSETH:
WHEREAS, Tenant has entered into a lease dated (hereinafter referred
to as said Lease) for certain premises located at 2423 West Dunlap Avenue, Suite 110, Phoenix,
AZ, said premises more particularly described in said Lease, and
WHEREAS, Lender has made a loan to Lessor (Boehle Properties, LLC) in the sum of
$_________________ secured by a [Deed of Trust, Mortgage or Deed to Secure Debt],
Assignment of Rents and Security Agreement on the Lessor’s interest in the premises (the
“Security Agreement”) of which the leased premises are a portion, recorded in the official
records of the Maricopa County Recorder’s Office, and
WHEREAS, Tenant has agreed to the subordination of the Lease to the Security
Agreement on the condition that it is assured of continued use and occupancy of the premises
under the terms of said Lease and this Agreement, and
WHEREAS, Lender agrees to such continued use and occupancy by Tenant provided
that by these presents Tenant agrees to recognize and attorn to Lender of purchaser in the event
of foreclosure or otherwise.
NOW, THEREFORE, in consideration and the sum of $10.00 by each party in hand paid
to the other, receipt of which is hereby acknowledged, it is hereby mutually covenanted and
agreed as follows:
1. In the event it should become necessary to foreclose the Deed of Trust or Lender should
otherwise come into possession of the premises, Lender will not join Tenant under said
Lease in summary or foreclosure proceedings and will not disturb the use and occupancy
of Tenant under said Lease so long as Tenant is not in default under any of the terms,
covenants, or conditions of said Lease; and has not prepaid the rent except monthly in
advance as provided by the terms of said Lease.
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2. Tenant agrees that in the event any proceedings are brought for the foreclosure of any
such Deed of Trust it will attorn to the purchaser of such foreclosure sale and recognize
such purchaser as the Lessor under said Lease. Said purchaser by virtue of such
foreclosure to be deemed to have assumed and agreed to be bound, as “Substitute
Lessor”, by the terms and conditions of said Lease until the resale or other disposition of
its interest by such purchaser, except that such assumption shall not be deemed of itself
an acknowledgement of such purchaser of the validity of any than existing claims of
Tenant against the prior Lessor. All rights and obligation herein and hereunder to
continue as though such foreclosure proceedings had not been brought, except as
aforesaid. Tenant agrees to execute and deliver to any such purchaser such further
assurance and other documents, including a new lease upon the same terms and
conditions as the said Lease, confirming the foregoing as such purchaser may reasonably
request. Tenant waives the provisions of any statute or rule of law now or hereafter in
effect which may give or purport to give it any right or election to terminate, except as
expressly provided for in said Lease, or otherwise adversely affect the said Lease and the
obligations of Tenant thereunder by reason of any such foreclosure proceeding.
Accordingly, from and after such event “Substitute Lessor” and Tenant shall have the
same remedies against each other for the breach of an agreement contained in the Lease
as Tenant and Lessor had before “Substitute Lessor” succeeded to the interest of the
Lessor; provided however, that “Substitute Lessor” shall not be;
a. liable for any act or omission of any prior lessor (including Lessor); or
b. subject to any offsets or defenses that Tenant might have against nay prior
lessor (including Lessor); or
c. bound by any rent or additional rent that Tenant might have paid for more
than one month in advance to any prior lessor (including Lessor); or
d. liable for the return of any security deposit.
3. The provisions of this Agreement are binding upon and shall inure to the benefit of the
heirs, successors and assigns of the parties hereto.
4. The execution of this document is expressly authorized by the Maricopa County at
Section 14 and Section 16.14 of the Lease.
IN WITNESS WHEREOF the parties hereto have executed these presents the day and the year
first above written.
Executed this ______ day of _________________, 20____.
Page 14 of 19

LESSEE: Maricopa County
__________________________________________
Signature
__________________________________________
Printed Name, Title
The terms of the above Agreement are hereby consented and agreed to.
__________________________________
Owner and Lessor
By:_______________________________
Page 15 of 19

Lease No. L-7462
C-86-16-099-1-00
Exhibit “C”
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L-7462
THE PURPOSE of this certificate is to confirm the current status of matters relating to the Lease
described below. This Estoppel Certificate is for the benefit of the Lessor and
_____________________________________________, its successors and/or assigns
(hereinafter “Lender”) and for no other person or entity.
1. Maricopa County, a political subdivision of the state of Arizona, is the Lessee or
Tenant under a lease agreement (hereinafter the “Lease”) by and between Boehle
Properties, LLC, as Lessor dated __________________________ covering the
premises described as: a lease located at 2423 West Dunlap Avenue, Suite 110,
Phoenix, Arizona. The Leased Premises are more fully described in the attached fully
executed copy of the Lease agreement (and all amendments or modification thereto, if
any) and Exhibit “A” of said Lease agreement. Other than as set forth above, there are
no other modifications or amendments to the lease.
2. The Leased Premises have been accepted by the Tenant; and the Tenant now occupies
the Leased Premises pursuant to the Lease terms. The commencement date for the term
of the Lease is _______________________, 20_____.
3. The term of the Lease is for 62 months. The lease will expire on
___________________, 20_____ unless terminated earlier as provided for in the Lease
and subject to any option to renew, extend or holdover the term as described in Section
2 of the Lease.
4. Lessor has completed all tenant improvement work, if any, as required under the terms
of the Lease.
5. Tenant claims that the Lessor has not performed the following Lessor’s obligations as
directed by the Lease: __________________________________.
6. The current base or fixed monthly consideration for the Leased Premises is
$__________. Tenant has paid the current monthly consideration in full. There are no
other rents or other charges under the Lease which are, at this time, due and unpaid.
Considerations are fully paid (if required by the lease) through the last day of the month
in which this Estoppel Certificate has been executed.
7. The Tenant has made no security deposit.
Page 16 of 19

8. Except for rents (if any) which may be due under the Lease for the current month, there
are no rents, offsets or credits against future accruing rents, or other charges which have
been prepaid to the Lessor under the Lease.
9. Tenant has no right or option to purchase any portion of the Real Property upon which
the Leased Premises are situated.
10. Tenant has received no notice of a prior sale, transfer, assignment, hypothecation or
pledge of said Lease or of the rents secured therein, except to Lender.
11. Tenant acknowledges that this Estoppel Certificate and the statements therein may be
conclusively relied upon by the Lessor and other person(s) or entity (ies) named above
in the first paragraph.
12. This agreement shall be binding upon and inure to the benefit of the Lessor, and any
other person(s) or entity (ies) named above in the first paragraph.
13. The execution of this document is expressly authorized by the Maricopa County Board
of Supervisors in Section 15 and Section 16.14 of the Lease.
The Tenant understands and acknowledges that Lender will rely on this Estoppel Certificate in
acquiring or making a mortgage loan to Lessor and that in connection with said loan, Lessor’s
interest in the Lease is being assigned to Lender as additional security for the loan.
Executed this ___ day of _________________, 20__.
Lessee: Maricopa County
__________________________________
Signature
By: _______________________________
Printed Name
Title: _____________________________
Page 17 of 19

Lease No. L-7462
C-86-16-099-1-00
Exhibit “D”
TENANT IMPROVEMENTS
TBD
Page 18 of 19

Lease No. L-7462
C-86-16-099-1-00
Exhibit “E”
COMMENCEMENT DATE CONFIRMATION
Lessor and Lessee confirm that the actual Commencement Date of that certain office space lease
Agreement dated ____________________________, 2016 by and between Lessor and Lessee is:
Commence Date: ___________________
Expiration Date: ___________________
Lessor: Lessee:
Boehle Properties, LLC Maricopa County
____________________________________ ______________________________
Jim Boehle Date Date
Page 19 of 19