LEASE AGRMT RE WIC SPACE WITH HIGH REVOCABLE TRUST UTD.PDF

Lease No. L-7459
C-86-15-0XX-1-00
LEASE AGREEMENT
LEASE NO. L-7459
THIS LEASE AGREEMENT (“Lease”) made this ____ day of ___________________,
2015, between Randolph P. High and Kathleen M. High, trustees of the High Revocable
Trust U/T/D August 24, 1992, as amended and restated (“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 6641 E. Baywood
Avenue, in Building C, Mesa, Arizona (the “Building”) and Lessor hereby leases to
Lessee 4,000 rentable square feet of office and clinic space within Suite C1 and Suite C2
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 Public Health Women Infant and Children (WIC) clinic in affiliation with
the Public Health Vital Records Department and the Public Health Immunization
Department 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 Lessee’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
all unreserved parking spaces at the Building. Lessee, without charge or fee to Lessee,
shall have the exclusive use of five (5) reserved and posted parking spaces located in
close proximity to the Premises.
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 permit. 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, including
any other soft costs for design and obtaining permits and approvals, 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 Services
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 Services Division do not have the authority or
ability to issue permits or licenses as required pursuant to this Lease or other
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permitting or licensing agency and the determination of whether Lessor is in
compliance with the permitting and licensing requirements is with the respective
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 Mesa completes its final
inspection.
1.3.5 Within five (5) 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 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 up to an amount not to exceed Twenty-Five Thousand and No/100
Dollars ($25,000.00) (“TI Funds”). No supervisory fee or reimbursements will be
charged by Lessor for review or approval of Tenant plans and/or supervision of
construction.
1.3.8 Within ten (10) business days after Lessor’s request, Lessee shall also pay any
excess caused by underestimation of the total estimated cost or change orders
submitted by Lessee. No change order work shall be completed without the prior
written consent of Lessee. If upon completion of the Tenant Improvements, the TI
Funds do not sufficiently cover the actual costs of the Tenant Improvements, then
Lessee shall immediately pay Lessor the amount of the deficiency.
Section 2. TERM.
2.1 Term. The term of this lease shall be for a period of three (3) years (“Term”)
commencing on the 1st day of July, 2015, and terminating on the 30th day of June,
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2018, 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 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 Options to Renew. Lessor hereby grants to Lessee the option of renewing the
Lease for up to two (2) additional one (1) 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. 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.
2.3 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 1-12 $14.50/s.f. $4,833.33 $58,000.00
Months 13-24 $15.00/s.f. $5,000.00 $60,000.00
Months 25-36 $15.50/s.f. $5,166.67 $62,000.00
The above rent includes applicable taxes and operating expenses.
1st Option Term Rate Monthly Annual
Months 37-48 $16.00/s.f. $5,333.33 $64,000.00
The above rent includes applicable taxes and operating expenses.
2nd Option Term Rate Monthly Annual
Months 49-60 $16.50/s.f. $5,500.00 $66,000.00
The above rent includes applicable taxes and operating expenses.
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3.2 OPERATING EXPENSES. All operation expenses including water, sewer
and trash removal, but net of electricity service, janitorial services and other utilities,
which utility service or utility services are initiated by Lessee and which utility service or
utility services are directly metered by the prime utility service provider at the Premise,
are the full responsibility of Lessor.
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 – Lessee shall be financially responsible for the cost of electricity service
and other non-water and non-sewer utilities, which utility services or utility services are
initiated by the Lessee and which utility service or utility services are metered directly by
the prime utility service provider at the Premises. Lessor shall be responsible for the
payment of all other utility services provided to the 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 – Lessee shall be responsible for janitorial service to the Premises.
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 Project 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 Project 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.
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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.
9.1 All notices herein required to be given to Lessor in writing and shall be sent to
Lessor at:
High Revocable Trust
Attn: Kathy High
1300 Country View Drive
Modesto, CA 95356
Notices to Lessee shall be sent to:
Maricopa County Real Estate Services
Attn: Real Estate Services Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
All invoices to Lessee shall be sent to Maricopa County Department of Public
Health at:
Maricopa County Department of Public Health
Women, Infants and Children (WIC)
4041 N. Central Avenue, Suite 700
Phoenix, AZ 85004
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 caused by the willful misconduct or gross
negligence of the indemnitor, its officers, officials, agents employees, or volunteers.
Section 12. TERMINATION.
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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 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,
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other than as 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.
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 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 “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 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.
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 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 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
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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 Agreement 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.
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 Base 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
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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.
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 Chief Financial Officer for Maricopa County and the Real Estate
Manager for Maricopa County each 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.
16.18 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
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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 building signage so long as it is in harmony
with other building signage and meets the City of Mesa’s approval process. Cost of
signage (including removal at end of term) is at Lessee’s expense.
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L-7459 with the High Revocable Trust / Signature Page
IN WITNESS WHEREOF, the parties have signed this AGREEMENT
LESSOR: LESSEE:
Randolph P. High and MARICOPA COUNTY
Kathleen M. High, trustees of the
High Revocable Trust U/T/D
August 24, 1992, as amended and restated
_____________________________ ________________________________
BY Date Chairman of the Board Date
_____________________________ ATTEST:
It’s Trustee Date
_________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
____________________________
Deputy County Attorney Date
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EXHIBIT “A”
PREMISES
Office and clinic space located at 6641 E. Baywood Avenue, Suite
C1 and C2 of Building C, Mesa, Arizona
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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 6641 E. Baywood Avenue, Suite
C1 and Suite C2 of Building C, Mesa, Arizona, said premises more particularly described
in said Lease, and
WHEREAS, Lender has made a loan to Lessor (the High Revocable Trust) 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)
d. .
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 15 of 19

TENANT: Maricopa County
__________________________________
Signature
By: _______________________________
Printed Name
Title: _____________________________
The terms of the above Agreement are hereby consented and agreed to.
__________________________________
Owner and Lessor
By:_______________________________
Page 16 of 19

Exhibit “C”
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L-7459
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 the
High Revocable Trust, as Lessor dated __________________________
covering the premises described as: a lease located at 6641 E. Baywood
Avenue, Suite C1 and Suite C2 of Building C, Mesa, 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 July 1, 2015.
3. The term of the Lease is for 36 months. The lease will expire on June 30, 2018,
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.
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.
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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 18 of 19

Exhibit “D”
TENANT IMPROVEMENTS
1) Remove the wall at the front entrance to the Premises to create a larger reception area as
shown below; and
2) Create access and a corridor between the two spaces toward the real of the Premises as
shown below; and
3) Remove all carpet and replace with Building-standard vinyl composite tile and base; and
4) Minor repairs throughout Premises; and
5) Paint entire Premises.
Page 19 of 19