2015-06-02 TABLE MASA LEASE - HR VENTURES LLC .DOCX

GROUND LEASE AGREEMENT
BETWEEN
H.R. VENTURES, LLC, LESSOR
AND
MARICOPA COUNTY, LESSEE
GROUND LEASE NO. L-7460
C-70-15-006-1-00
1) THIS AGREEMENT (“Agreement”) made as of this ________ day of
___________________, 2015, between Maricopa County, a political subdivision of the
state of Arizona, (“Lessee”) and H.R. VENTURES, LLC, an Arizona limited liability
company (“Lessor”). Lessor hereby leases to Lessee approximately 19,975 square feet of
land within Lessor’s property as shown in Exhibit “A” (the “Premises”) which exhibit is
attached and made a part hereof. The Premises consists of approximately 19,575 square
feet of land for a radio facility site, approximately 400 square feet of land for a helipad
site, and the necessary access to the radio facility site and the helipad site. The Premises
is located within the parcel identified as APN 202-06-001 and having a street address of
2525 W. Table Mesa Road, New River, Arizona 85087 (the “Project”). Lessee shall have
unencumbered ingress and egress across the Project to the Premises. Lessor will use
Lessor’s best efforts to accommodate Lessee’s materials staging area requirements at the
Project during construction of the radio facility. Lessor will use Lessor’s best efforts to
accommodate Lessee’s temporary parking requirements from time to time at the Project
for the construction, maintenance, repair and operation of the radio facility. Lessee shall
neither park nor circulate vehicles at the Project in such a manner as to impede the
Lessor’s operations at the Project. Upon full execution of this agreement, Lessee shall
have the right to enter upon the Premises prior to the Commencement Date, as
Commencement Date is defined in Section 3 herein, for the purpose of site investigation,
information gathering, and data collection associated with Lessee’s planned design,
permitting and construction of improvements at the Premises.
2) Lessee shall use the Premises for the development, operation, maintenance and
repair of a wireless communication facility for the purpose of public safety
communications and other government related communication purposes.
1

3) The Commencement Date shall be January 1, 2016, or the date of Lessee
occupancy and beneficial use of the Premises, whichever is later. The initial term of the
Agreement will expire on December 31, 2025, unless terminated earlier as provide for in
this Agreement. The Commencement Date shall be confirmed in writing by the parties to
the Agreement per mutual approval and execution of Exhibit “C” (the “Commencement
Date Confirmation”) which is attached hereto and made a part hereof. Lessee shall have
the right to access and enter the Premises prior to the Commencement Date (the “Early
Occupancy Period”) at no charge to the Lessee for the purpose of construction and
installation of Lessee’s improvements, fixtures, equipment and wireless communication
systems. During said Early Occupancy Period, Lessee shall not hinder or delay the
Lessor’s operation at the Project.
4) Upon invoice, Lessee agrees to pay annual rent to Lessor by the tenth day of
January in the amounts shown in this Section 4, subject to the applicable modifications to
the rent and the rent payment date for the initial lease year as specified herein. Rent shall
not accrue prior to the Commencement Date. If the Commencement Date is other than
January 1, 2016, the initial lease year rent shall be prorated based upon the partial lease
year resulting from the Commencement Date. Prorated rent for the initial lease year shall
be payable within 20 days of the Commencement Date.
Lease Year Annual Rent
1 $7,200.00
2 $7,344.00
3 $7,491.00
4 $7,641.00
5 $7,794.00
6 $7,949.00
7 $8,108.00
8 $8,271.00
9 $8,436.00
10 $8,605.00
5) Lessee shall have the right to complete improvements, at Lessee’s sole
cost and expense, at the Project (the “Improvements”) as generally depicted in Exhibit
“B” which exhibit is included herewith and made a part of this Agreement. During the
development phase of the Improvements, Lessee shall have the right to park up to four
(4) vehicles at the Project in parking areas as designated by Lessor with such parking
areas in close proximately to the Premises. Upon completion of the Improvements,
Lessee shall return any site condition of the Project that was directly impacted by the
development of the Improvements to reasonably the same condition, or a better condition,
that existed prior to development of the Improvements. Lessee, at its own expense and
with prior written consent of Lessor, may make further improvements as the Lessee
deems reasonably necessary to make the Premises suitable for use by the Lessee. Lessor
shall not unreasonably withhold consent to make such additional improvements.
6) Lessee is responsible for risk management of the Premises. Lessee is responsible
for all perils and risk coverage of the Premises including, but not limited to, fire, wind,
2

burglaries and other casualties. Lessor understands and acknowledges that Lessee is self-
insured.
7) Lessee shall be responsible for utility services provided for the Premises,
including but not limited to electricity, fuel, and voice-data. Lessee shall be responsible
for maintaining the Premises.
8) Lessee shall maintain the Premises in a safe, operating condition. It is understood
that the Premises is currently in a state of good condition.
9) If Lessor, for any reason whatsoever, cannot deliver possession of the Premises to
Lessee by October 1, 2015, the Agreement shall be voidable, at Lessee’s option. Lessee
shall notify Lessor within thirty (30) days that the Agreement is being terminated for non-
delivery. However, in the event the Lessee desires to continue the Agreement, the rental
period shall commence upon delivery of possession by Lessor. If Lessee has prepaid the
said rent, Lessor shall refund or credit Lessee on a pro rata basis.
10) Subject to ordinary wear and tear, at the expiration of the Agreement, Lessee will
return the Premises to the Lessor in good condition. Lessee may, at its sole discretion,
abandon the improvements made to the Premises and Project by Lessee or remove said
improvements and restore the Premises and Project to its original condition, ordinary
wear and tear accepted.
11) Lessor hereby grants to Lessee the option of renewing the Agreement for one (1)
additional ten-year term. To exercise the renewal option, Lessee shall give Lessor
written notice of its intent to renew at least ninety (90) days prior to the expiration of the
initial term of the Agreement. The rental rate during the renewal term of the Agreement
shall be at the following:
Lease Year Annual Rent
11 $8,777.00
12 $8,952.00
13 $9,131.00
14 $9,314.00
15 $9,500.00
16 $9,690.00
17 $9,884.00
18 $10,082.00
19 $10,283.00
20 $10,489.00
In the event of expiration of the Agreement 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 Agreement.
3

12) Lessee shall have the right to terminate the Agreement (“Early Termination”) by
giving at least 90-day prior written notice to Lessor via certified mail. The Agreement
may be terminated by Lessee at the end of any fiscal year for non-appropriation of funds
by the governing body or legislature. The Lessee’s fiscal year ends June 30.
13) In the event of partial or complete damage or destruction of the Premises from
any cause, Lessee or Lessor may terminate the Agreement. If the Agreement is not
terminated and Lessor restores the Premises to the former condition, Lessee may, at
Lessee’s sole option, re-enter said Premises. Monthly rent shall be prorated for the
period during which Lessee was unable to occupy the Premises, and credited to the
amount due by Lessee in the event Lessee re-enters the Premises. Prepaid rent shall be
refunded to Lessee in the event Lessee terminates this Agreement pursuant to the
provisions of this paragraph. If at any time during the term of the Agreement more than
thirty percent (30%) of the Premises or common areas of the Project is permanently taken
for any public or quasi-public purpose by condemnation or eminent domain or by
agreement in lieu thereof (a “Taking”) then the Agreement shall not terminate any sooner
than 120 days from the date of such Taking and Lessor shall be entitled to the award for
the fee interest in the Project and Lessee shall be entitled to award for Lessee’s leasehold
interest in the Project.
14) Lessee shall not assign the Agreement, or sublet the Premises without written
consent of Lessor, which consent shall not unreasonably be withheld.
15) Lessor shall have the right to inspect the Premises at reasonable times after
reasonable notice to Lessee.
16) The term “Lessor” as used herein includes the singular as well as the plural, the
masculine and feminine as well as the neuter.
17) If the Premises is 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.
18) Lessee shall have the right to use, free of charge, available parking areas at the
Project with close proximity to the Premises.
19) Time is of the essence of this Agreement.
20) The parties agree that the laws of Arizona shall govern performance and
conditions of the Agreement.
21) All notices herein required to be given to Lessor in writing and all rent payments
herein required, shall be sent to Lessor at:
H.R. VENTURES, LLC
Attn: Mr. Bill Bonnstetter
17785 N. Paradise Way
Scottsdale, AZ 85255
4

Notices to Lessee shall be sent to:
Maricopa County Facilities Management Department
Chief Real Estate Officer
2801 W. Durango
Phoenix, AZ 85009
All rent request, herein required given Lessee, shall be sent to:
Maricopa County Wireless Department
Attention: Financial Administrator
3324 W. Gibson Lane
Phoenix, Arizona 85009
22) The Agreement is subject to A.R.S. 38-511 and may be canceled pursuant thereto.
23) Subordination and attornment: Upon written request of Lessor, or any first
mortgage or first deed of trust beneficiary of Lessor, or ground lessor of Lessor, Lessee
shall, in writing per Exhibit “D” which is attached hereto and made a part hereof,
subordinate its rights under the Agreement to the lien of any first mortgage or first deed
of trust, or to the interest of any lease in which the Lessor is lessee, and to all advances
made or hereafter to be made thereunder. However, before signing the subordination
agreement per Exhibit “D”, Lessee 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 Agreement shall remain in effect for the full term. The
holder of any security interest may, upon written notice to Lessee, elect to have the
Agreement 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 or termination of the lease in which Lessor is lessee, Lessee shall attorn to the
purchaser or the transferee of Lessor as the case may be, and recognize that party as
Lessor under the Agreement, provided such party acquires and accepts the Premises
subject to the Agreement.
24) Lessee Estoppel Certificates: 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 “E” which is attached hereto and made a part hereof certifying: (a)
that the Agreement 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 rent and the date to
which the base rent and additional rent 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.
5

25) Since this Agreement will require administrative action, including execution of
documents, from time to time, to carry out the spirit and intent of the Agreement, both the
Chief Financial Officer for Maricopa County and the Real Estate Manager for Maricopa
County are hereby given the authority and charged with the responsibility for proper
administration of this Agreement, whether or not specific authority is granted in any
provision of this Agreement.
26) 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 which result in vicarious/derivative liability to the
indemnitee are caused only by the willful misconduct or gross negligence of the
indemnitor, its officers, officials, agents employees, or volunteers.
27) This Agreement, together with any supplemental provisions attached hereto,
constitutes the entire Agreement between the parties. 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. The Agreement shall be
binding upon the parties hereto and their respective heirs, successors and assignees.
************************************************************************
6

L-7460 with H.R. VENTURES, LLC/Signature Page
C-70-15-006-1-00
IN WITNESS WHEREOF, the parties have signed this AGREEMENT
LESSOR: LESSEE:
H.R. VENTURES, LLC MARICOPA COUNTY
_____________________________ _____________________________________
Signature Date Chairman of the Board Date
______________________________
Title ATTEST:
_____________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
___________________________________
Deputy County Attorney Date
7

Lease No. L-7460
C-70-15-006-1-00
Exhibit A
Premises
See the attached drawing prepared by Motorola Solutions via Patriot Towers which
drawing is identified as: TAB2 TABLE MESA– TOPOGRAPHICAL SURVEY –
Sheet T-1, revised 05/05/14.
8

9

Lease No. L-7460
C-70-15-006-1-00
Exhibit B
The Improvements
See the attached drawing prepared by Motorola Solutions via Patriot Towers which
drawing is identified as: TAB2 TABLE MESA– NEW SITE PLAN – Sheet LE-2,
revised 05/20/14.
10

11

Lease No. L-7460
C-70-15-006-1-00
Exhibit C
Commencement Confirmation
COMMENCEMENT DATE CONFIRMATION
Lessor: H.R. VENTURES, LLC, an Arizona limited liability company
Lessee:MARICOPA COUNTY, a Political Subdivision of the State of Arizona
This Commencement Date Confirmation is made by the undersigned Lessor and
Lessee pursuant to that certain Ground Lease Agreement No. L-7460 dated as of
____________________, 2015 for certain premises known as the Maricopa County
Table Mesa Wireless Communications Site on parcel APN 202-06-001 at 2525 W. Table
Mesa Road, New River, Arizona 85087.
Ground Lease Commencement Date, Expiration Date. Lessor and Lessee hereby
agree that the Commencement Date of the Ground Lease is ________________, and
the Expiration Date of the Ground Lease is ___________________.
LESSOR: LESSEE:
H.R. VENTURES, LLC MARICOPA COUNTY
By: __________________________ By: __________________________
Its: ___________________________ Its: Real Estate Manager
12

Lease No. L-7460
C-70-15-006-1-00
Exhibit D
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT CERTIFICATE
for
GROUND LEASE AGREEMENT NO. L-7460
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 ground lease dated
________________________, 2015 (hereinafter referred to as said Ground Lease) for
certain premises located on APN 202-06-001 at 2525 W. Table Mesa Road, New River,
Arizona 85087, said premises more particularly described in said Ground Lease, and
WHEREAS, Lender has made a loan to Landlord (H.R. VENTURES, 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 Landlord’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 Ground 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 Ground 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 Ground Lease in summary or foreclosure proceedings and will
not disturb the use and occupancy of Tenant under said Ground Lease so long as
13

Tenant is not in default under any of the terms, covenants, or conditions of said
Ground Lease.
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 Landlord under said Ground Lease. Said
purchaser by virtue of such foreclosure to be deemed to have assumed and agreed
to be bound, as “Substitute Landlord”, by the terms and conditions of said Ground
Lease until the resale or other disposition of its interest by such purchaser, except
that such assumption shall not be deemed of itself an acknowledgement of such
purchaser of the validity of any then existing claims of Tenant against the prior
Landlord. 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 Ground 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 Ground Lease, or otherwise
adversely affect the said Ground Lease and the obligations of Tenant thereunder
by reason of any such foreclosure proceeding. Accordingly, from and after such
event “Substitute Landlord” and Tenant shall have the same remedies against
each other for the breach of an agreement contained in the Ground Lease as
Tenant and Landlord had before “Substitute Landlord” succeeded to the interest
of the Landlord; provided however, that “Substitute Landlord” shall not be;
a. liable for any act or omission of any prior landlord (including
Landlord); or
b. subject to any offsets or defenses that Tenant might have against any
prior landlord (including Landlord); or
c. bound by any rent or additional rent that Tenant might have paid for
more than one month in advance to any prior landlord (including
Landlord); 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
Board of Supervisors in Paragraphs 23 and 25 of the Ground Lease.
************************************************************************
14

IN WITNESS WHEREOF the parties hereto have executed these presents the day and
the year first above written.
Executed this ___ day of _________________, 20__.
TENANT: Maricopa County
__________________________________
Signature
By: _______________________________
Printed Name
Title: _____________________________
The terms of the above Agreement are hereby consented and agreed to.
__________________________________
Owner and Landlord
By:_______________________________
15

Exhibit E
Lease No. L-7460
C-70-15-006-1-00
TENANT ESTOPPEL CERTIFICATE
for
GROUND LEASE AGREEMENT NO. L-7460
THE PURPOSE of this certificate is to confirm the current status of matters relating to
the Ground Lease described below. This Estoppel Certificate is for the benefit of the
Landlord 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 ground lease agreement (hereinafter the “Ground Lease”) by and
between H.R. VENTRUES, LLC, as Lessor dated
____________________________, 2015 covering the premises described as: a
ground lease of approximately 19,975 square feet of land (the “Premises”),
located within APN 202-06-001 at 2525 W. Table Mesa Road, New River,
Arizona 85087. The Premises are more fully described in the attached fully
executed copy of the Ground Lease agreement (and all amendments or
modification thereto, if any) and Exhibit “A” of said Ground Lease agreement.
Other than as set forth above, there are no other modifications or amendments to
the Ground Lease.
2. The Premises have been accepted by the Tenant; and the Tenant now occupies
the Premises pursuant to the Ground Lease terms. The commencement date for
the term of the Ground Lease is set forth in Exhibit C to the Ground Lease.
3. The term of the Ground Lease is for 120 months. Unless terminated earlier as
provided for in the Ground Lease, the Ground Lease will expire on
____________, 20__, subject to any option to renew, extend or holdover the
term as described in the Ground Lease.
4. To the best of Tenant’s knowledge, Landlord has completed all improvement
obligations, if any, as required under the terms of the Ground Lease.
5. Tenant claims that the Landlord has not performed the following Landlord’s
obligations as directed by the Ground Lease: ___________________________
________________________________________________________________.
6. The current base or fixed annual rent for the Premises is $______________.
Tenant has paid the current annual rent in full. There are no other rents or other
charges under the Ground Lease which are, at this time, due and unpaid.
16

7. The Tenant has made no security deposit.
8. Except for rents (if any) which may be due under the Ground Lease for the
current year, there are no rents, offsets or credits against future accruing rents,
or other charges which have been prepaid to the Landlord by Tenant under the
Ground 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 Ground Lease or of the rents secured therein,
except to Lender.
11. This agreement shall be binding upon and inure to the benefit of the Landlord,
and any other person(s) or entity(ies) named above in the first paragraph.
12. The execution of this document is expressly authorized by the Maricopa County
Board of Supervisors in Paragraphs 24 and 25 of the Ground Lease.
Executed this ___ day of _________________, 20__.
TENANT: Maricopa County
__________________________________
Signature
By: _______________________________
Printed Name
Title: _____________________________
17