AMEND 3 TO LEASE AGREEMEN WITH DEAL V BUILDING, LLC (L-7392).PDF

LEASE No. L-7392 AMENDMENT No. 03
C-22-07-113-4-03
AMENDMENT No. 3 TO LEASE AGREEMENT
BETWEEN
SWRE DEAL V BUILDING, LLC A DELAWARE LIMITED LIABILITY
COMPANY (“LANDLORD”)
AND
MARICOPA COUNTY,
A POLITICAL SUBDIVISION OF THE STATE OF ARIZONA (“TENANT”)
RECITALS
A. SWRE DEAL V BUILDING, LLC, (“Landlord”) successor in interest to Carlson Real
Estate Company, a Minnesota Limited Partnership (“Original Landlord”) and Maricopa
County, (“Tenant”) are parties to that certain Lease Agreement No. L-7392 approved by
the Maricopa County Board of Supervisors on January 11, 2007 and dated January 19,
2007 and that certain letter agreement dated July 26, 2007, Amendment No. 1 dated
September 12, 2012, and Amendment No. 2 dated January 9, 2013 (collectively, the
“Lease”). The Lease is for premises at 1840 North 95th Avenue, Phoenix, AZ 85037,
consisting of 32,710 square feet of office space (the “Premises”).
B. The term of the Lease expires June 30, 2019.
C. Landlord and Tenant now mutually desire to amend the Lease to delineate proposed
Tenant Improvements required by Tenant and acknowledge the required pay schedule.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other valuable
consideration, the sufficiency and adequacy of which the parties hereby acknowledge
Landlord and Tenant agree to amend the Agreement as follows:
1. Incorporation of Recitals/Capitalized Terms. The Recitals set forth above are deemed
to be true and accurate in all respects and are hereby incorporated into this Amendment
No. 3 by this reference. Capitalized terms used in this Amendment No. 3 shall have the
same meanings as ascribed to them as in the Lease unless otherwise expressly defined in
this Amendment No. 3. In the event of any conflict between the terms of the Lease and
the terms of this Amendment No. 3, the terms of this Amendment No. 3 shall govern and
control.
2. Effective Date. Unless otherwise specifically set forth in this Amendment No. 3, the
changes to the Lease set forth herein will be effective as of execution by the Parties (the
“Effective Date”).
Page 1 of 6

3. Tenant Improvements. Landlord shall be responsible for permitting, procurement,
construction and project management to deliver, to the reasonable satisfaction of Tenant,
the improvements substantially as described and further clarified in Exhibit A which is
attached hereto and made a part hereof the set of plans as prepared by City Spaces, LLC
and dated February 3, 2015, project Number CS-329 (the “Tenant Improvements”). As
Landlord is not at licensed contractor (“Contractor”) Landlord shall retain an
appropriately licensed Contractor directly for the Tenant Improvements and administer
said contract with Landlord’s standard procedures as part of such project management.
3.1 Plans for improvements and construction must be submitted by Landlord 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, Landlord shall authorize the general
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, all 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. Landlord 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. Plans will be submitted to the required permitting agencies for approvals
or issuance of permit. All construction materials shall be new and shall be subject to
industry standard warranties. Upon completion of the Tenant Improvements ,
Landlord shall obtain final building inspections and approvals and a certification
from the architect that all such work was constructed in substantial conformity with
the applicable plans and specifications.
3.2 Prior to the commencement of the Tenant Improvements, Landlord shall ensure
Contractor has purchased and maintains throughout construction all standard
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.
3.3 Obtaining all required permits and approvals for construction of the Tenant
Improvements shall be the responsibility of Landlord, the cost of which shall be
reimbursed to Landlord through the TI Funds as hereafter defined. Landlord shall be
responsible for identifying all required permits and approvals,
3.4 NOTICE IS HEREBY PROVIDED that neither the Maricopa County Real Estate
Manager nor his department has the authority to perform technical review of
approval. It is the responsibility of Landlord to determine their requirements.
Page 2 of 6

Landlord acknowledges that the Maricopa County Real Estate Manager and his
department do not have the authority of ability to issue permits or licenses as
required pursuant to this Agreement or other permitting or licensing agency and the
determination of whether Landlord is in compliance with the permitting and
licensing requirements is with the respective permitting of licensing agency. The
execution of the Agreement shall not be considered approval of any permit of license
by Maricopa County.
3.5 The term “Substantially Completed” or any grammatical variation thereof, when
used in this Amendment No. 3 to Lease, shall mean that the Tenant Improvements
have been completed and delivered to Tenant for Tenant’s installation of it 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.
3.6 Within 30 days after Tenant Improvements are Substantially Completed, Tenant shall
supply to Landlord a written list of items that constitute minor defects or adjustments
which can be completed after Tenant Improvements can be Substantially Completed
without causing any material interference with Tenant’s use of the Premises (“Punch
List Items”), setting forth all corrective work to the Tenant Improvements. If Tenant
does not provide a Punch List within such thirty (30) days period, Tenant shall be
deemed to have accepted the Tenant Improvements in their entirety.
3.7 Tenant hereby designates Dennis Lindsey, as its representative and agent for the
purpose of receiving notices, approving submittals and issuing requests for changes
associated with the Tenant Improvements.
3.8 Upon Tenant Improvements Substantially Completed and within ten (10) days after
Landlord’s request, Tenant shall pay Fifty-nine Thousand Three Hundred Forty Eight
and 92/100 Dollars ($59,348.92) (“TI Funds”) to Landlord, which amount represents
Landlord’s estimated cost to complete the Tenant Improvements as set forth below.
Construction Costs $54,322.78
Architectural Fee $1,000.00
Permits & Inspections (estimated) $1,200.00
Construction Management Fee 5% $2826.14
Total Estimated Cost $59,348.92
Within ten (10) days after Landlords request, Tenant shall also pay any excess
caused by underestimation of the total estimated cost or change orders submitted by
Tenant. No change order work shall be completed without the prior written consent
of Tenant. If upon completion of the Tenant Improvements, then Tenant shall
immediately pay Landlord the amount of the deficiency.
Page 3 of 6

4. Indemnification. Pursuant to paragraph 12 of the Lease, Tenant shall continue to defend,
indemnify and hold harmless Landlord from any liens filed against Premises as a result of
Tenant’s failure to pay any amount required to be paid by Tenant hereunder.
5. Interpretation of Amendment No. 3 to Lease Agreement. In the event of any conflict
between the Lease Agreement and this Amendment No. 3, the terms of this Amendment
No. 3 to Lease Agreement shall control. Except as expressly amended, supplemented or
modified by this Amendment No. 3 to Lease Agreement, the Lease Agreement shall
continue in full force and effect. All capitalized terms contained in this Amendment No. 3
to Lease Agreement, unless specifically defined herein, shall have the meaning ascribed
them in the Lease.
6. Counterparts/Electronic Signatures. This Amendment No. 3 to Lease Agreement shall
bind and inure to the benefit of the parties hereto and their respective heirs, successors
and assigns. This Amendment No. 3 to Lease Agreement may be signed in counterparts,
and all counterpart signature pages when taken together shall constitute one and the same
instrument. This Amendment No. 3 to Lease Agreement may be executed and delivered
by facsimile signature for execution on the part of one or more parties hereto and upon on
party sending via facsimile to another party a facsimile copy of a signature page showing
the sending party’s execution or signature, the sending party shall be bound by such
signature or execution.
7. Binding Effect. The foregoing paragraphs contain all the changes made by this
Amendment No. 3 to Lease Agreement. All other terms and conditions of the Lease
remain the same and in full force and effect. This Amendment No. 3 to Lease Agreement
shall bind and inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
[Signature page follows]
Page 4 of 6

LEASE No. L-7392 AMENDMENT No. 03
C-22-07-113-4-03
IN WITNESS WHEREOF, the Landlord and Tenant have signed this Amendment No. 3
to Lease Agreement as of the _______ day of _________________, 2015.
LANDLORD: TENANT:
SWRE DEAL V BUILDING, LLC, Maricopa County, a political
a Deleware limited liability company subdivision of the State of Arizona
By: SWRE Deal V, LLC, _________________________________
Its sole member Chairman of the Board of Supervisors
By: ViaWest Properties, LLC ATTEST:
Its: Manager
_____________________________ _________________________________
Steven Schwarz, Manager Clerk of the Board Date
_____________________________ APPROVED AS TO FORM:
Date
_________________________________
Deputy County Attorney Date
Page 5 of 6

LEASE No. L-7392 AMENDMENT No. 03
C-22-07-113-4-03
EXHIBIT “A”
Tenant Improvements
The modifications to the Premises under Part 3 of the Tenant Improvements are shown on
the City Spaces, LLC plans as those plans are numbered, entitled and dated as shown
below:
A-0 Cover Sheet Dated 2-3-2015
A-1 Demolition Plan Dated 2-3-2015
A-2 Floor Plan Dated 2-3-2015
A-3 Ceiling Plan Dated 2-3-2015
D-1 Architectural Details Dated 2-3-2015
E-1 Power Plan Dated 2-3-2015
E-2 Lighting Plan Dated 2-3-2015
Page 6 of 6