L-7311 OFFICE LEASE AGREEMENT.PDF

OFFICE LEASE AGREEMENT L-7311
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THIS OFFICE LEASE AGREEMENT, dated this 54 day of Ob0101A) 2001, is made
and entered into by KOLL BREN FUND V, L. P. a Delaware limited partnership ("Landlord"),
and, MARICOPA COUNTY (ENVIRONMENTAL SERVICES) a political subdivision of
the State of Arizona (the "Tenant"). In consideration of the mutual promises and representations
set forth in this Lease, Landlord and Tenant agree as follows:
ARTICLE 1. SUMMARY AND DEFINITION OF CERTAIN LEASE PROVISIONS AND
EXHIBITS
1.1 The following terms and provisions of this • Lease, as modified by other terms and
provisions hereof, are included in this Section 1.1 for summary and definitional purposes only.
If there is any conflict or inconsistency between any term or provision in this Section 1.1 and any
other term or provision of this Lease, the other term or provision of this Lease shall control:
(a) Landlord: Koll Bren Fund V, L. P.
A Delaware Limited Partnership
(b) Address of Landlord for Notices: CB Richard Ellis, Inc.
2415 East Camelback Road
Phoenix, Arizona 85016
ATTN: Asset Services
(c) Tenant: Maricopa County Real Estate Services Manager
Facilities Management Department
401 West Jefferson
Phoenix, Arizona 85003
(d) Address of Tenant for Notices: Maricopa County Environmental Services
1255 W. Baseline Road
Suite 257
Mesa, Arizona 85202
With a copy to: Maricopa County Board of Supervisors
301 West Jefferson, 10 th Floor
Phoenix, Arizona 85303
(e) Lease Term: Five (5) years, plus the remainder of any partial calendar month in
which the Lease Term commences, beginning on November 1, 2001, (the "Commencement
Date"), and expiring on October 31, 2006, (the "Termination Date"), but if the Premises are
subject to new construction pursuant to Exhibit B, then the Commencement Date shall be the
date of Substantial Completion of the construction of the Tenant's Leasehold Improvements, as
evidenced by a Certificate of Substantial Completion issued by the Architect. Landlord and

Tenant shall execute a Commencement Date Confirmation substantially in the form of Exhibit D
hereto promptly following the Commencement Date. Provided Tenant is not in default.
(f) Building: The office building known as Mesa Executive Park, located at 1255
West Baseline, Mesa, Arizona 85202 (the "Building").
(g) Premises: Suites 257 and 266 on the second floor of the Building, as shown on
Exhibit A, consisting of approximately 3,459 Rentable Square Feet (the "space")
(h) Minimum Monthly Rent: Tenant's Minimum Monthly Rent shall be as follows:
Months: 1-12: $ 5,044.38 per month plus applicable rental sales tax
Months: 13-24: $ 5,197.15 per month plus applicable rental sales tax
Months: 25-36: $ 5,352.80 per month plus applicable rental sales tax
Months: 37-48: $ 5,511.34 per month plus applicable rental sales tax
Months: 49-60: $ 5,753.47 per month plus applicable rental sales tax
Tenant's Pro Rata Share: 4.3% (see Article 5).
Base Year: 2001
(k) Security Deposit: [Intentionally deleted)
(1) Business Hours: 7:00 a.m. to 6:00 p.m. Monday through Friday; 8:00 a.m. to
12:00 p.m. Saturday.
(m) Termination Provisions: Tenant may terminate this lease at any time subject to the
following provisions:
1. After the third year of the term of the lease, with one hundred
eighty (180) days prior written notice.
2. Tenant may terminate this lease at the end of any fiscal year
during the term of the lease provided that funds are not
available from the governing legislature or funding body ceases
to allocate funds for the Environmental Services Department.
If this lease is being terminated pursuant to this provision the
Tenant shall provide sixty (60) days written notice of
termination.
3. Tenants fiscal year ends on June 30 of each year.
4. This lease is subject to A.R.S. 38-511 and may be canceled
pursuant thereto.
5. In the event Tenant exercises early Termination Provisions 1.
or 2., Tenant shall pay to Landlord 1160 th of Forty Five
Thousand, One Hundred One Dollars and Sixty-Five Cents
($45,101.65) multiplied by the number of full months
remaining in the term of the lease.
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(n) Tenant Improvements. Landlord shall provide Tenant with an allowance, not to
exceed $13.00 per rentable square foot (the "Landlord's Contribution", as more
specifically defined in Exhibit "B"), to be applied against the cost of constructing the
improvements necessary for the Tenant's occupancy pursuant to a mutually agreed upon
space plan, as more specifically set forth in Article 10 and Exhibit B of this Lease. Said
allowance must be utilized within the first Six (6) months of the lease. Any monies not
utilized shall remain with the Landlord.
1.2 The following exhibits (the "Exhibits") and addenda are attached hereto and incorporated
herein by this reference:
Exhibit A Premises Plan
Exhibit B Building Work Letter For Tenant Improvements
Exhibit C Building Rules and Regulations
Exhibit D Commencement Date Confirmation
The Office Lease Agreement and the Exhibits are collectively referred to herein as the "Lease."
ARTICLE 2. PREMISES/RIGHT TO USE COMMON AREAS
2.1 Landlord leases to Tenant and Tenant leases from Landlord the Premises, for and subject
to the terms and provisions set forth in this Lease. This Lease is subject to all liens,
encumbrances, ground leases, casements, restrictions, covenants, and all other matters of record,
the Rules and Regulations prescribed in Exhibit C and the Parking provisions set forth in Article
6. Tenant and Tenant's agents, contractors, customers, directors, employees, invitees, officers,
and patrons (collectively, the "Tenant's Permittees") have a non-exclusive privilege and license,
during the Lease Term, to use the Common Areas in common with all other authorized users
thereof.
2.2 For purposes of this Lease, the following terms shall have the definitions set forth below:
(a) "Automobile Parking Areas" means all areas designated for automobile parking
upon the Land. Automobile Parking Areas are Common Areas, but certain parking areas
are restricted to use by certain occupants.
(b) "Common Areas" means those areas within the Building and upon the Land not
leased to any tenant and which are intended by Landlord to be available for the use,
benefit, and enjoyment of all occupants of the Building.
(c) "Interior Common Facilities" means lobbies, corridors, hallways, elevator foyers,
restrooms, mail rooms, mechanical and electrical rooms, janitor closets, and other similar
facilities used by tenants or which may be made available and/or accessible by Landlord
for the benefit of tenants on a non-exclusive basis.
(d) "Land" means the parcel of land upon which the Building is situated;
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(e) "Load Factor" means the quotient of the Rentable Square Footage of the Building
divided by the aggregate Usable Square Footage of all premises and occupiable space in
the Building.
(f) "Rentable Square Footage" means (1) with respect to the Building, the sum of the
total area of all floors in the Building (including Interior Common Facilities but
excluding stairs, elevator shafts, vertical shafts, parking areas and exterior balconies),
computed by measuring to the exterior surface of permanent outside walls; and (2) with
respect to the Premises, the Usable Square Footage of the Premises multiplied by the
Load Factor.
(g) "Usable Square Footage" means the area of the Premises (or other space
occupiable by tenants as the case may be) computed by measuring to the exterior surface
of permanent outside walls, to the midpoint of corridor and demising walls and to the
Tenant side of permanent interior walls and Interior Common Facilities walls (other than
corridor walls).
ARTICLE 3. TERM
The term of this Lease shall be as set forth in Section 1.1(e).
ARTICLE 4. MINIMUM MONTHLY RENT
Tenant shall pay to Landlord, without deduction, setoff, prior notice, or demand, the Minimum
Monthly Rent, payable in advance on the first day of each calendar month during the Lease
Term. If the Lease Term commences on a date other than the first day of a calendar month, the
Minimum Monthly Rent for that month shall be prorated on a per diem basis and the excess paid
by Tenant upon execution of the Lease shall be credited to Tenant and applied toward the
Minimum Monthly Rent due for the immediately following full calendar month.
ARTICLE 5. ADDITIONAL RENT/BASE YEAR
Tenant shall pay as additional rent each year the amount, if any, by which Tenant's Pro Rata
Share of Operating Costs (hereinafter defined) during each Operating Year (hereinafter defined)
of the Lease Term exceeds Tenant's Pro Rata Share of Operating Costs in the Base Year set forth
in Section 1.1 (j). Increases in controllable Operating Costs (excluding Real Estate Taxes,
Insurance and all Utilities) shall be capped at five percent (5%) per annum. Tenant's Pro Rata
Share is the percentage set forth in Section 1.1 (i). If the Lease Term begins or ends anytime
other than the first or last day of an Operating Year, Operating Costs and Tenant's Pro Rata
Share thereof shall be prorated. Prior to January 1St of each calendar year during the term of this
Lease, Landlord shall in good faith prepare an estimate of the total Operating Costs for the
calendar year about to begin, and the amount by which such Operating Costs exceeds the Base
Year Operating cost. If the estimate exceeds the Base Operating Cost (such excess is hereinafter
called "Excess Operating Costs) Landlord shall determine Tenant's Pro Rata share of the Excess
Operating Costs. If the amount scheduled to be paid by Tenant during the Adjustment Year for
which the Excess Operating cost is being calculated as set forth above plus any excess paid by
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Tenant for any prior Adjustment Year and not yet applied by Landlord is less than Landlord's
estimate, Landlord shall notify Tenant by January 1st of such Adjustment Year ("Landlords
Notice of Excess Operating Cost"). As soon as reasonably possible after the expiration of the
said Adjustment Year, Landlord shall furnish Tenant with a statement setting forth in reasonable
detail the actual Operating Costs for the said Adjustment Year, determined on a cash basis, as of
the 31 day of December. If the amount paid by Tenant towards Excess Operating Costs for the
Said Adjustment Year as provided for above is greater than Tenant's Pro Rata Share of the actual
Excess Operating cost as set forth in the statement delivered by Landlord to Tenant for the said
Adjustment Year, then Landlord shall retain the excess to be applied toward payments of
Tenant's Pro Rata Share of Excess Operating costs for future Adjustment Years. Landlord shall
credit any and all additional amounts paid by Tenant and not previously applied by Landlord
toward the next installment of minimum monthly rent. If the amount paid by Tenant is less than
Tenant's Pro Rata Share of the actual Excess Operating Costs, then Tenant shall pay the
additional amount owing to Landlord (a) with the next installment of rental, if Landlord sends to
Tenant Landlord's Notice of Excess Operating Cost for such Adjustment Year within the time
frame set forth above, or (b) in all other cases by July 1 of the following calendar year. If the
term of this Lease terminates on other than the last day of a calendar year, Tenant's Pro Rata
Share of Excess Costs for the year in which this Lease terminates shall be prorated on a per diem
basis (based on a 365-day year). If the Project is not fully occupied during any portion of any
Fiscal Year, (including the Base Year as defined in Article 1.1j) Landlord will adjust (an
"Equitable Adjustment") Operating Costs to equal what would have been incurred by Landlord
had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating
Costs which are variable and therefore increase as occupancy of the Project increases. Landlord
will incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does
not furnish any particular service whose cost would have constituted an Operating Cost to a
tenant other than Tenant who has undertaken to perform such service itself, Operating Costs shall
be increased by the amount which Landlord would have incurred if it had furnished the service to
such tenant. For purposes of this Lease: (a) "Operating Costs" means and includes all costs of
management, maintenance, and operation of the Building, including but not limited to the costs
of cleaning, repairs, utilities, air conditioning, heating, plumbing, elevator, parking, landscaping,
insurance, property taxes and special assessments levied against the Land, the Building or the
Premises, and all other costs which can properly be considered operating expenses but excluding
costs of property additions, alterations for tenants, leasing commissions, advertising,
depreciation, interest, income taxes and administrative costs not specifically incurred in the
management, maintenance and operation of the Project; and (b) "Operating Year" means a year
beginning January 1 and ending December 31.
ARTICLE 6. PARKING
6.1 Provided that Tenant shall not default or be in default at any time under the terms and
conditions of this Lease, and provided that Tenant shall comply with and abide by any parking
rules and regulations from time to time in effect, Tenant shall have a license to park up to, but
not more than, Twelve (12) passenger automobiles (but not oversized or abnormally heavy
vehicles). The parking spaces shall be uncovered, unreserved spaces used in common with all
other tenants, visitors and occupants to or in the Building.
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The parking privileges or spaces made available to Tenant as provided above in this paragraph
shall not be charged to Tenant during the Lease Term. Tenant covenants and agrees not to park
or permit to be parked by its agents, servants or employees more than Twelve (12) vehicles at
any time at or on the Land or any lots provided by Landlord for the Building and in the event
Tenant causes or permits more vehicles than designated herein to be parked, the same shall
constitute a default under this Lease. Each automobile shall, at Landlord's option to be exercised
from time to time, bear a permanently affixed and visible identification sticker or tag to be
provided from time to time by Landlord. Tenant shall not and shall not permit its employees,
agents, servants, licensees, customers or invitees to park any vehicles in locations other than
those specifically designated by Landlord as being for Tenant's use. This license is for
self-service parking only and does not include additional rights or services. Landlord shall not
have any obligation to monitor or enforce Tenant's parking licenses or privileges. Except for the
gross negligence or willful misconduct of Landlord, neither Landlord nor its operators, agents,
servants, licensees or employees shall be liable for: (i) loss or damage to any vehicle or other
personal property parked or located upon or within such parking spaces or any Automobile
Parking Areas whether pursuant to this license or otherwise and whether caused by fire, theft,
explosion, strikes, riots or any other cause whatsoever; or (ii) injury to or death of any person in,
about or around such parking spaces or any parking areas or any vehicles parking therein or in
proximity thereto whether caused by fire, theft, assault, explosion, riot or any other cause
whatsoever and Tenant hereby waives any claim for or in respect to the above. Tenant further
agrees to indemnify, defend and hold harmless Landlord for, from and against all claims or
liabilities arising out of loss or damages to property or injury to or death of persons, or both,
relating to any of the foregoing unless directly caused by the gross negligence or willful
misconduct of Landlord. Except pursuant to an assignment permitted under the Lease, Tenant
shall not assign any of its rights hereunder and in the event an attempted assignment is made, it
shall be void.
6.2 In the event any tax, surcharge, imposition or regulatory fee is at any time imposed by
any governmental authority upon or with respect to parking, parking spaces, the parking rights or
license granted hereby, the parking fees to be paid hereunder, or the vehicles parking in the
Automobile Parking Areas referred to herein, Tenant shall pay the same to Landlord as
additional rent hereunder, payable with monthly installments of Monthly Rent or as otherwise
required by Landlord.
6.3 Landlord or its agents shall have the right (but not the obligation), from time to time as a
part of Expenses, to monitor all Automobile Parking Areas to assure that Tenant, its employees,
agents and contractors are parking only in the areas designated by Landlord from time to time for
Tenant's use. Landlord shall have the right to tow away, at the expense of the vehicle owner, any
vehicles that do not park in spaces designated for Tenant's use or any vehicles of Tenant's
invitees not parked in areas designated for Tenant's use or visitors parking. Landlord shall only
invoice the Tenant and not individual employees for said parking. Landlord shall have the right
to modify the overall site parking plan including the right to change the location of any spaces
previously reserved for Tenant's use, whether covered or uncovered and/or whether surface or
garage, provided that said spaces are within the same proximity to Tenants Premises and on an
equal ratio of covered reserved, covered unreserved and open air. Landlord shall also have the
right to pursue other rights and remedies available at law or in equity.
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6.4 All rental or other charges set forth above shall be due and payable at the same times as
the monthly installments of Base Rent are payable under the Lease and shall in general be subject
to the terms and provisions as are applicable to rental installments under the Lease, including
without limitation, payment of privilege, rental or other taxes on such rental charges.
ARTICLE 7. RENT TAX AND PERSONAL PROPERTY TAXES
Tenant shall pay to Landlord, in addition to, and simultaneously with, any other amounts payable
to Landlord under this Lease, a sum equal to the aggregate of any municipal, county, state, or
federal excise, sales, use, or transaction privilege taxes now or hereafter levied or imposed
against, or on account of, any amounts payable under this Lease by Tenant or the receipt thereof
by Landlord. Tenant shall pay, prior to delinquency, all taxes levied upon fixtures, furnishings,
equipment and personal property placed on the Premises by Tenant.
ARTICLE 8. PAYMENT OF RENT AND LATE CHARGES
Tenant shall pay the rent and all other charges specified in this Lease to Landlord at the address
set forth on Section 1. 1 (b) of this Lease, or to another person and at another address as Landlord
from time to time designates in writing. Minimum Monthly Rent, additional rent, or other
charges payable by Tenant to Landlord under the terms of this Lease (all of which shall be
deemed "rent" for all intents and purposes under this Lease and under applicable law) not
received within ten (10) days after the due date (the "Delinquency Date") thereof shall
automatically (and without notice) incur a one time late charge of five percent (5%) of the
delinquent amount. Further, any Minimum Monthly Rent, additional rent, or other charges
payable by Tenant to Landlord and not paid prior to the Delinquency Date shall bear interest
from the Delinquency Date at the "Delinquency Interest Rate" of fifteen percent (15%) per
annum. Notwithstanding the above, if the Delinquency Interest Rate exceeds the maximum
interest rate allowed by law, the Delinquency Rate shall be reduced to the highest rate allowed by
law. In the event any party other than Tenant (a "third party") remits to Landlord all or any
portion of the Minimum Monthly Rent, additional rent, or other charges due and payable by
Tenant under this Lease, for or on behalf of Tenant, and/or if Landlord should accept the tender
of any such payment from a third party, neither the remittance or acceptance of any such
payment shall create, establish or constitute, or be deemed to create, establish or constitute, a
tenancy of any such third party, or a landlord-tenant relationship, between Landlord and any third
party, notwithstanding the existence of any statutory or common law rights of such third party to
the contrary, whether such rights are currently or hereafter in effect, and Landlord may accept
any and all such payments solely for the account of Tenant hereunder and without effecting a
modification or amendment of this Lease or otherwise abrogating any of the terms, provisions or
conditions hereof.
ARTICLE 9. SECURITY DEPOSIT
[Intentionally deleted]
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ARTICLE 10. CONSTRUCTION OF THE PREMISES
Landlord shall construct Tenant's Leasehold Improvements, in accordance with Exhibit B. Prior
to the Commencement Date, any work performed by Tenant or any fixtures or personal property
moved onto the Premises shall be Tenant's own risk and neither Landlord nor Landlord's agents
or contractors shall be responsible to Tenant for damage or destruction Tenant's property,
including damage or destruction occasioned by Landlord's own negligence. Tenant's taking
possession of any portion of the Premises shall be conclusive evidence that the Premises was in
good order, repair and condition. If Landlord authorizes Tenant to take possession of any part of
the Premises prior to the Commencement Date for purposes of doing business, all terms of this
Lease shall apply to such pre-Term possession, including Base Rent at the rate set forth for the
First Lease Year in the Schedule prorated for any partial month. Except as expressly provided
herein and in Exhibit B, Landlord shall have no other or further obligation to construct Leasehold
Improvements for or on behalf of Tenant in the Premises or elsewhere in the Building. Landlord
makes no representation or warranty whatsoever regarding the suitability of the Tenant's
Leasehold Improvements respecting Tenant's intended use and occupancy of the Premises.
ARTICLE 11. ALTERATIONS
11.1 Landlord's Consent and Conditions. Tenant shall not make any improvements or
alterations to the Premises (the "Work") without in each instance submitting plans and
specifications for the Work to Landlord and obtaining Landlord's prior written consent; nor shall
Tenant change, alter or modify any existing locks, or install any new or additional locks, upon
any doors or other entrances providing access to and from the Premises without in each instance
obtaining Landlord's prior written consent and furnishing Landlord with new keys,
combinations, codes, or other means of unlocking such doors or entrances so as to afford
Landlord access to the Premises in accordance with Article 18 of this Lease. Tenant shall pay
Landlord's standard charge for review of the plans and all other items submitted by Tenant.
Landlord will be deemed to be acting reasonably in withholding its consent for any Work which
(a) impacts the base structural components or systems of the Building, (b) impacts any other
tenant's premises, or (c) is visible from outside the Premises.
Tenant shall reimburse Landlord for actual costs incurred for review of the plans and all other
items submitted by Tenant. Tenant shall pay for the cost of all Work. All Work shall become
the property of Landlord upon its installation, except for Tenant's trade fixtures and for items
which Landlord requires Tenant to remove at Tenant's cost at the termination of the Lease
pursuant to Section 11.5.
The following requirements shall apply to all Work:
(a) Prior to commencement, Tenant shall furnish to Landlord building permits,
certificates of insurance satisfactory to Landlord, and, at Landlord's request, security for payment
of all costs.
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(b) Tenant shall perform all Work so as to maintain peace and harmony among other
contractors serving the Building and shall avoid interference with other work to be performed or
services to be rendered in the Building.
(c) The Work shall be performed in a good and workmanlike manner, meeting the
standard for construction and quality of materials in the Building, and shall comply with all
insurance requirements and all applicable governmental laws, ordinances and regulations
("Governmental Requirements").
(d) Tenant shall perform all Work so as to minimize or prevent disruption to other
tenants, and Tenant shall comply with all reasonable requests of Landlord in response to
complaints from other tenants.
(e) Tenant shall perform all Work in compliance with Landlord's "Policies, Rules
and Procedures for Construction Projects" in effect at the time the Work is performed.
(f) Tenant shall permit Landlord to supervise all Work. Landlord may charge a
supervisory fee not to exceed ten percent (10%) of labor, material, and all other costs of the
Work, if Landlord's employees or contractors perform the Work.
(g) Upon completion, Tenant shall furnish Landlord with contractor's affidavits and
full and final statutory waivers of liens, as-built plans and specifications, and receipted bills
covering all labor and materials, and all other close-out documentation required in Landlord's
"Policies, Rules and Procedures for Construction Projects".
11.2 Damage to Systems. If any part of the mechanical, electrical or other systems in the
Premises shall be damaged, Tenant shall promptly notify Landlord, and Landlord shall repair
such damage. Landlord may also at any reasonable time make any repairs or alterations which
Landlord deems necessary for the safety or protection of the Building and the Land, or which
Landlord is required to make by any court or pursuant to any Governmental Requirement.
Tenant shall at its expense make all other repairs necessary to keep the Premises, and Tenant's
fixtures and personal property, in good order, condition and repair; to the extent Tenant fails to
do so, Landlord may make such repairs itself. The cost of any repairs made by Landlord on
account of Tenant's default, or on account of the mis-use or neglect by Tenant or its invitees,
contractors or agents anywhere in the Building or on the Land, shall become Additional Rent
payable by Tenant on demand.
11.3 No Liens. Tenant has no authority to cause or permit any lien or encumbrance of any
kind to affect Landlord's interest in the Land or the Building; any such lien or encumbrance shall
attach to Tenant's interest only. If any mechanic's lien shall be filed or claim of lien made for
work or materials furnished to Tenant, then Tenant shall at its expense within ten (10) days
thereafter either discharge or contest the lien or claim. If Tenant contests the lien or claim, then
Tenant shall (i) within such ten (10) day period, provide Landlord adequate security for the lien
or claim, (ii) contest the lien or claim in good faith by appropriate proceedings that operate to
stay its enforcement, and (iii) pay promptly any final adverse judgment entered in any such
proceeding. If Tenant does not comply with these requirements, Landlord may discharge the lien
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or claim, and the amount paid, as well as attorney's fees and other expenses incurred by
Landlord, shall become Additional Rent payable by Tenant on demand.
11.4 Ownership of Improvements. All Work as defined in this Article 11, partitions,
hardware, equipment, machinery and all other improvements and all fixtures except trade
fixtures, constructed in the Premises by either Landlord or Tenant, (i) shall become Landlord's
property upon installation without compensation to Tenant, unless Landlord consents otherwise
in writing, and (ii) shall at Landlord's option either (a) be surrendered to Landlord with the
Premises at the termination of the Lease or of Tenant's right to possession, or (b) be removed in
accordance with Section 11.5 below (unless Landlord at the time it gives its consent to the
performance of such construction expressly waives in writing the right to require such removal).
11.5 Removal at Termination. Upon the termination of this Lease or Tenant's right of
possession Tenant shall remove from the Premises, Building and Land its trade fixtures,
furniture, moveable equipment and other personal property, any improvements which Landlord
elects shall be removed by Tenant pursuant to Section 11.4, and any improvements to any
portion of the Land other than the Premises. Tenant shall repair all damage caused by the
installation or removal of any of the foregoing items. If Tenant does not timely remove such
property, then Tenant shall be conclusively presumed to have, at Landlord's election
(i) conveyed such property to Landlord without compensation or (ii) abandoned such property,
and Landlord may dispose of or store any part thereof in any manner at Tenant's sole cost,
without waiving Landlord's right to claim from Tenant all expenses arising out of Tenant's
failure to remove the property, and without liability to Tenant or any other person. Landlord
shall have no duty to be a bailee of any such personal property. If Landlord elects abandonment,
Tenant shall pay to Landlord, upon demand, any expenses incurred for disposition.
ARTICLE 12. LIENS
Tenant shall keep the Premises, Building, and the Land free from any and all liens arising out of
any work performed, material furnished, or other obligations incurred due to the actions of
Tenant or Tenant's Permittees or the failure of Tenant to comply with any law. In the event any
such lien does attach against the Premises, Building, or Land, and Tenant does not discharge the
lien or post bond (which under law would prevent foreclosure or execution under the lien) within
ten (10) days after demand by Landlord, such event shall be a default by Tenant under this Lease
and, in addition to Landlord's other rights and remedies, Landlord may take any action necessary
to discharge the lien.
ARTICLE 13. USE OF PREMISES/RULES AND REGULATIONS
13.1 Without the prior approval of Landlord, Tenant shall not use the Premises for any use
other than for general business office purposes and Tenant agrees that it will use the Premises in
such manner as to not interfere with or infringe on the rights of other tenants in the Building and
so particularly prescribed in Exhibit C. Tenant agrees to comply with all applicable laws,
ordinances and regulations in connection with its use of the Premises, agrees to keep the
Premises in a clean and sanitary condition, and agrees not to perform any act in the Building
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which would increase any insurance premiums related to the Building or would cause the
cancellation of any insurance policies related to the Building.
13.1 Tenant shall not use, generate, manufacture, store, or dispose of, in, under, or about the
Premises, the Building, the Land, or the Project or transport to or from the Premises, the
Building, the Land, or the Project, any Hazardous Materials. For purposes of this Lease,
"Hazardous Materials" includes, but is not limited to: (i) flammable, explosive, or radioactive
materials, hazardous wastes, toxic substances, or related materials; (ii) all substances defined as
"hazardous substances," "hazardous materials," "toxic substances," or "hazardous chemical
substances or mixtures" in the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq., as amended by Superfund
Amendments and Re-authorization Act of 1986; the Hazardous Materials Transportation Act, 49
U.S.C. §1901, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq.;
the Toxic Substances Control Act, 15 U.S.C. §2601, et seq.; (iii) those substances listed in the
United States Department of Transportation Table (49 CFR 172.10 and amendments thereto) or
by the Environmental Protection Agency (or any successor agent) as hazardous substances (40
CFR Part 302 and amendments thereto); (iv) any material, waste, or substance which is (A)
petroleum, (B) asbestos, (C) polychlorinated biphenyl's, (D) designated as a "hazardous
substance" pursuant to §311 of the Clean Water Act, 33 U.S.C. S 1251 et seq. (33 U.S.C. §1321)
or listed pursuant to the Clean Water Act (33 U.S.C. § 1317); (E) flammable explosives; or (F)
radioactive materials; and (v) all substances defined as "hazardous wastes" in Arizona Revised
Statutes § 36-3501 (16).
ARTICLE 14. RIGHTS RESERVED BY LANDLORD
In addition to all other rights, Landlord has the following rights, exercisable without notice to
Tenant and without effecting an eviction, constructive or actual, and without giving right to any
claim for set off or abatement of rent: (a) to decorate and to make repairs, alterations, additions,
changes, or improvements in and about the Building; (b) to approve the weight, size, and
location of heavy objects in and about the Premises and the Building, and to require all such
items to be moved into and out of the Building and Premises in such manner as Landlord shall
direct in writing; (c) to prohibit the placing of vending machines in or about the Premises without
the prior written consent of Landlord; and (d) to take all such reasonable measures for the
security of the Building and its occupants.
ARTICLE 15. QUIET ENJOYMENT
Landlord agrees that, provided a default by Tenant has not occurred, Landlord will do nothing
that will prevent Tenant from quietly enjoying and occupying the Premises during the Lease
Term. Tenant agrees this Lease is subordinate to the Rules and Regulations set forth in Exhibit
C, and the Parking prescribed in Article 6.
ARTICLE 16. MAINTENANCE AND REPAIR
Landlord shall maintain the Premises and Building in good condition and repair, reasonable wear
and tear excepted. Tenant waives all rights to make repairs at the expense of Landlord. If
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Landlord would be required to perform any maintenance or make any repairs because of: (a)
modifications to the roof, walls, foundation, and floor of the Building from that set forth in
Landlord's plans and specifications which are required by Tenant's design for improvements,
alterations and additions; (b) installation of Tenant's improvements, fixtures, or equipment; (c) a
negligent or wrongful act of Tenant or Tenant's Permittees; or, (d) Tenant's failure to perform
any of Tenant's obligations under this Lease, Landlord may perform the maintenance or repairs
and Tenant shall pay Landlord the cost thereof. Tenant agrees to: (a) Pay Landlord's cost of
maintenance and repair, including additional janitorial costs of any Non-Building Standard
Improvements and Non Building Standard materials and finishes and (b) Repair or replace all
ceiling and wall finishes (including painting) and floor or window coverings which require repair
or replacement during the Lease Term, at Tenant's sole cost. Notwithstanding anything in this
Lease to the contrary, to the extent the terms and provisions of Article 21 conflict with, or are
inconsistent with, the terms and provisions of this Article 16, the terms and provisions of Article
21 shall control.
ARTICLE 17. UTILITIES AND JANITORIAL SERVICES
Landlord agrees to furnish to the Premises during normal business hours as defined in Article
1.1(1) (the "Business Hours"), and subject to the Rules and Regulations, electricity suitable for
the intended use of the Premises, heat and air conditioning required in Landlord's judgment for
normal use and occupation of the Premises, and janitorial services for the Premises and Common
Areas. Landlord further agrees to furnish hot and cold water to those areas provided for general
use of all tenants in the Building. Landlord will use diligent efforts to provide continuous
elevator service for the Building. If Tenant shall require electric current, water, heating, cooling,
or air which will result in excess consumption of such utilities or services, Tenant shall first
obtain the written consent of Landlord to the use thereof. If, in Landlord's reasonable discretion,
Tenant consumes any utilities or services in excess of the normal consumption of such utilities
and services for general office use, Tenant agrees to pay Landlord for the cost of such excess
consumption of utilities or services upon receipt of a statement of such costs from Landlord at
the same time as payment of the Minimum Monthly Rent is made. Landlord may also cause
separate meters to be installed, at Tenant's expense, to measure excess consumption or establish
another basis for determining the amount of excess consumption of electrical current. Landlord
shall not be liable for damages nor shall rent or other charges abate in the event of any failure or
interruption of any utility or service supplied to the Premises or Building by a regulated utility or
municipality, or any failure of a Building system supplying any such service to the Premises
(provided Landlord uses diligent and commercially reasonable efforts to repair or restore the
same) and no such failure or interruption shall entitle Tenant to terminate this Lease.
ARTICLE 18. ENTRY AND INSPECTION
Landlord shall at all times retain a master key (or other means of unlocking doors and entrances),
to the Premises such that Landlord shall have access to and the right to enter into the Premises at
reasonable times for the purpose of inspecting the Premises and to perform its obligations, or to
make repairs, alterations, additions or improvements, as permitted by this Lease, and reserves the
right, during the last six (6) months of the term of the Lease, to show the Premises at reasonable
times to prospective tenants. Landlord shall be permitted to take any action under this Article
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without causing any abatement of rent or liability to Tenant for any loss of occupation or quiet
enjoyment of the Premises, nor shall such action by Landlord be deemed an actual or
constructive eviction.
ARTICLE 19. ACCEPTANCE OF THE PREMISES/LIABILITY INSURANCE
19.1 All personal property and fixtures belonging to Tenant shall be placed and remain on the
Premises at Tenant's sole risk. Upon taking possession of the Premises and thereafter during the
Lease Term, the Tenant shall, at Tenant's sole cost and expense, maintain insurance coverage
with limits not less than the following: (a) Worker's Compensation Insurance, minimum limit as
defined by applicable laws; (b) Employer's Liability Insurance, minimum limit $1,000,000; (c)
Commercial General Liability Insurance, Bodily Injury/Property, Damage Insurance (including
the following coverages Premises/Operations, Independent Contractors, Broad Form Contractual
in support of the indemnification obligations of Tenant under this Lease, and Bodily Personal
Injury Liability), minimum combined single limit $1,000,000); Automobile Liability Insurance,
minimum limit $1,000,000. All such policies shall include a waiver of subrogation in favor of
Landlord and shall name Landlord and such other parties as Landlord may require as additional
insureds. Tenant's insurance shall be primary, with any insurance maintained by Landlord to be
considered excess. Tenant's insurance shall be maintained with an insurance company qualified
to do business in the State of Arizona and having a current A.M. Best manual rating of at least A-
X or better. Before entry into the Premises and before expiration of any policy, evidence of these
coverage's represented by Certificates of Insurance issued by the insurance carrier must be
furnished to Landlord. Certificates of Insurance should specify the additional insured status, the
waiver of subrogation, and that such insurance is primary, and any insurance by Landlord is
excess. The Certificate of Insurance shall state that Landlord will be notified in writing thirty
(30) days before cancellation, material change, or renewal of insurance.
19.2 During the entire Lease Term, Landlord agrees to maintain public liability insurance in
such forms and amounts as Landlord shall determine.
19.3 Tenant shall be allowed to "Self Insure" for the required coverage as outlined above,
provided that Tenant provides Landlord with evidence satisfactory to Landlord of Tenants Self
Insurance Coverage and its ability to maintain said coverage.
ARTICLE 20. CASUALTY INSURANCE
20.1 Tenant shall maintain fire and extended coverage insurance (full replacement value) with
a business interruption and extra expense endorsements, on personal property and trade fixtures
owned or used by Tenant.
20.2 Landlord shall maintain fire and full extended coverage insurance ("all risk") including
necessary endorsements throughout the Lease Term on the Building (excluding Tenant's trade
fixtures and personal property). At Landlord's option, the policy of insurance may include a
business interruption insurance endorsement for loss of rents. The cost of the insurance obtained
under this Section 20.2 shall be an Operating Cost under Article 5 of this Lease.
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20.3 With respect to property insurance, Landlord and Tenant mutually waive all rights of
subrogation, and the respective "All-Risk" coverage property insurance policies carried by
Landlord and Tenant shall contain enforceable waiver of subrogation endorsements
20.4 Tenant shall be allowed to "Self Insure" for the required coverage as outlined above,
provided that Tenant provides Landlord with evidence satisfactory to Landlord of Tenants Self
Insurance Coverage and its ability to maintain said coverage.
ARTICLE 21. DAMAGE AND DESTRUCTION OF PREMISES
In the event of fire or other casualty damage to the Premises during the Lease Term which
requires repairs to the Premises, Landlord shall commence absent Force Majeure to make said
repairs within thirty (30) days after written notice by Tenant of the necessity therefor and
diligently proceed therewith to completion. The Minimum Monthly Rent shall be
proportionately reduced while such repairs are being made, based upon the extent to which the
making of such repairs shall interfere with the business carried on-by Tenant in the Premises.
Landlord shall have no obligation to repair, restore, or replace Tenant's trade fixtures or personal
property and Tenant shall be solely responsible therefor. Notwithstanding the above, if (a)
during the last year of the Lease Term the Premises or the Building is damaged as a result of fire
or any other insured casualty, or (b) the Premises are damaged to the extent of twenty-five
percent (25%) or more of the replacement value of the Premises, or (c) the Premises or the
Building is damaged or destroyed as a result of a casualty not insured against, or (d) the Building
shall be damaged or destroyed by fire or other cause to the extent of twenty percent (20%) or
more of the Building's replacement value, then Landlord shall have the right, to be exercised by
notice in writing to Tenant given within ninety (90) days after said occurrence, to terminate this
Lease. The provisions of this Article shall supersede the obligations of Landlord to make repairs
under Article 16 of this Lease. Notwithstanding the provisions of this Article 21, if the Premises
or any other portion of the Building are damaged by fire or other casualty resulting from the
negligent act or emission or willful misconduct of Tenant or Tenant's Permittees, Minimum
Monthly Rent shall not be reduced during the repair of the damage, and Tenant shall be liable to
Landlord for the cost and expense of the repair and restoration of the Premises or the Building
caused thereby to the extent that cost and expense is not covered by insurance proceeds.
ARTICLE 22. EMINENT DOMAIN
If a part of the Premises, Building or Land is taken by eminent domain or deed in lieu thereof
which is so substantial that the Premises cannot reasonably be used by Tenant for the operation
of its business, then either party may terminate this Lease effective as of the date of the taking. If
any substantial portion of the Building or Land is taken without affecting the Premises, then
Landlord may terminate this Lease as of the date of such taking. Rent shall abate from the date
of the taking in proportion to any part of the Premises taken. The entire award for a taking of
any kind shall be paid to Landlord, and Tenant shall have no right to share in the award, except
to the extent that any portion of such award is specifically made to Tenant. All obligations
accrued to the date of the taking shall be performed by the party liable to perform said
obligations, as set forth herein.
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ARTICLE 23. ASSIGNMENT AND SUBLETTING
23.1 In General. Tenant shall not, without the prior consent of Landlord in each case, (i) make
or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant's
interest in this Lease, (ii) grant or allow any lien or encumbrance, by operation of law or
otherwise, upon any part of Tenant's interest in this Lease, (iii) sublet any part of the Premises,
or (iv) permit anyone other than Tenant and its employees to occupy any part of the Premises.
Tenant shall remain primarily liable for all of its obligations under this Lease, notwithstanding
any assignment or transfer. No consent granted by Landlord shall be deemed to be a consent to
any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant
shall pay all of Landlord's attorneys' fees and other expenses incurred in connection with any
consent requested by Tenant or in reviewing any proposed assignment or subletting. Any
assignment or transfer, grant of lien or encumbrance, or sublease or occupancy without
Landlord's prior written consent shall be void. If Tenant shall assign this Lease or sublet the
Premises in its entirety any rights of Tenant to renew this Lease, extend the Term or to lease
additional space in the Building shall be extinguished thereby and will not be transferred to the
assignee or subtenant, all such rights being personal to the Tenant named herein.
23.2 Landlord's Consent. Landlord will not unreasonably withhold its consent to any
proposed assignment or subletting. It shall be reasonable for Landlord to withhold its consent to
any assignment or sublease if (i) Tenant is in default under this Lease, (ii) the proposed assignee
or sublessee is a tenant in the Building or an affiliate of such a tenant or a party that Landlord has
identified as a prospective tenant in the Building, (iii) the financial responsibility, nature of
business, and character of the proposed assignee or subtenant are not all reasonably satisfactory
to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the assignee or
subtenant intends to use the Premises (or a portion thereof) is not in keeping with Landlord's
standards for the Building or are in violation of the terms of this Lease or any other leases in the
Building, or (vi) the proposed assignment is for less than the entire Premises or for less than the
remaining Term of the Lease. The foregoing shall not exclude any other reasonable basis for
Landlord to withhold its consent.
23.3 Procedure. Tenant shall notify Landlord of any proposed assignment or sublease at least
thirty (30) days prior to its proposed effective date. The notice shall include the name and
address of the proposed assignee or subtenant, its corporate affiliates in the case of a corporation
and its partners in a case of a partnership, an execution copy of the proposed assignment or
sublease, and sufficient information to permit Landlord to determine the financial responsibility
and character of the proposed assignee or subtenant. As a condition to any effective assignment
of this Lease, the assignee shall execute and deliver in form satisfactory to Landlord at least
fifteen (15) days prior to the effective date of the assignment, an assumption of all of the
obligations of Tenant under this Lease. As a condition to any effective sublease, subtenant shall
execute and deliver in form satisfactory to Landlord at least fifteen (15) days prior to the
effective date of the sublease, an agreement to comply with all of Tenant's obligations under this
Lease, and at Landlord's option, an agreement (except for the economic obligations which
subtenant will undertake directly to Tenant) to attorn to Landlord under the terms of the sublease
in the event this Lease terminates before the sublease expires.
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23.4 Excess Payments. If Tenant shall assign this Lease or sublet any part of the Premises for
consideration in excess of the pro-rata portion of Rent applicable to the space subject to the
assignment or sublet, then Tenant shall pay to Landlord as Additional Rent 50% of any such
excess immediately upon receipt.
23.5 Recapture. Landlord may, by giving written notice to Tenant within thirty (30) days after
receipt of Tenant's notice of assignment or subletting, terminate this Lease with respect to the
space described in Tenant's notice, as of the effective date of the proposed assignment or
sublease and all obligations under this Lease as to such space shall expire except as to any
obligations that expressly survive any termination of this Lease.
ARTICLE 24. SALE OF PREMISES BY LANDLORD
In the event of any sale of the Building or the Land or any assignment of this Lease by Landlord
(or a successor in title), if the assignee or purchaser assumes the obligations of Landlord herein
in writing, Landlord (or such successor) shall automatically be entirely freed and relieved of all
liability under any and all of Landlord's covenants and obligations contained in this Lease or
arising out of any act, occurrence, or omission occurring after such sale or assignment; and the
assignee or purchaser shall be deemed, without any further agreement between the parties, to
have assumed and agreed to carry out any and all of the covenants and obligations of Landlord
under this Lease, and shall be substituted as Landlord for all purposes from and after the sale or
assignment.
ARTICLE 25. SUBORDINATION/ATTORNMENT/MODIFICATION/ASSIGNMENT
Tenant's interest under this Lease is subordinate to all terms of and all liens and interests arising
under any ground lease, deed of trust, or mortgage now or hereafter placed on the Landlord's
interest in the Premises, the Building, or the Land. Tenant consents to an assignment of
Landlord's interest in this Lease to Landlord's lender as required under such financing. If the
Premises or the Building is sold as a result of a default under the mortgage, or pursuant to a
transfer in lieu of foreclosure, or a ground lease is terminated because of the default of the lessee
under such ground lease, Tenant shall, at the mortgagee's, purchaser's or ground lessor's sole
election, attom to the mortgagee, purchaser or ground lessor. This Article is self-operative;
however, Tenant agrees to execute and deliver, if Landlord or any ground lease, deed of trust, or
mortgagee, purchaser, or ground lessor should so request, such further instruments necessary to
subordinate this Lease to a lien of any mortgage or deed of trust, to acknowledge the consent to
assignment and to affirm the attomment provisions set forth herein.
ARTICLE 26. LANDLORD'S DEFAULT AND RIGHT TO CURE
In the event of default hereunder by Landlord, Tenant agrees, before exercising any right or
remedy available to it, to give Landlord written notice of the claimed default. For the thirty (30)
days following such notice (or such longer period of time as may be reasonably required to cure a
matter which, due to its nature, cannot reasonably be remedied within thirty (30) days), Landlord
shall have the right to cure the default involved.
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ARTICLE 27. ESTOPPEL CERTIFICATES
Tenant agrees at any time and from time to time upon request by Landlord, to execute,
acknowledge, and deliver to Landlord, within ten (10) calendar days after demand by Landlord, a
statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as modified and stating
such modifications), (b) the dates to which the Minimum Monthly Rent and other rent and
charges have been paid in advance, if any, (c) Tenant's acceptance and possession of the
Premises, (d) the commencement of the Lease Term, (e) the rent provided under the Lease, (f)
that Landlord is not in default under this Lease (or if Tenant claims such default, the nature
thereof), (g) that Tenant claims no offsets against the rent, and (h) such other information as may
be requested with respect to the provisions of this Lease or the tenancy created by this Lease.
Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant (i)
that this Lease is in full force and effect, without modification except as may be represented by
Landlord, (ii) that there are no uncured defaults in Landlord's performance, and (iii) that not
more than one month's rent has been paid in advance.
ARTICLE 28. TENANT'S DEFAULT
Any of the following shall constitute a default by Tenant:
28.1 Rent Default. Tenant fails to pay any Rent when due;
28.2 Assignment/Sublease or Hazardous Substances Default. Tenant defaults in its obligations
under Article 23 Assignment and Sublease or Section 13.2 Hazardous Substances;
28.3 Other Performance Default. Tenant fails to perform any other obligation to Landlord
under this Lease, and, in the case of only the first two (2) such failures during the Term of this
Lease, this failure continues for ten (10) days after written notice from Landlord, except that if
Tenant begins to cure its failure within the ten (10) day period but cannot reasonably complete its
cure within such period, then, so long as Tenant continues to diligently attempt to cure its failure,
the ten (10) day period shall be extended to sixty (60) days, or such lesser period as is reasonably
necessary to complete the cure;
28.4 Credit Default. One of the following credit defaults occurs:
(a) Tenant commences any proceeding under any law relating to bankruptcy,
insolvency, reorganization or relief of debts, or seeks appointment of a receiver, trustee,
custodian or other similar official for the Tenant or for any substantial part of its property, or any
such proceeding is commenced against Tenant and either remains undismissed for a period of
one hundred eighty (180) days or results in the entry of an order for relief against Tenant which
is not fully stayed within thirty (30) days after entry;
(b) Any third party obtains a levy or attachment under process of law against
Tenant's leasehold interest.
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28.5 Abandonment Default. Tenant abandons the Premises.
ARTICLE 29. LANDLORD'S REMEDIES
29.1 Termination of Lease or Possession. If Tenant defaults, Landlord may elect by notice to
Tenant either to terminate this Lease or to terminate Tenant's possession of the Premises without
terminating this Lease. In either case, Tenant shall immediately vacate the Premises and deliver
possession to Landlord, and Landlord may repossess the Premises and may, at Tenant's sole cost,
remove any of Tenant's signs and any of its other property, without relinquishing its right to
receive Rent or any other right against Tenant.
29.2 Lease Termination Damages. If Landlord terminates the Lease, Tenant shall pay to
Landlord all Rent due on or before the date of termination, plus Landlord's reasonable estimate
of the aggregate Rent that would have been payable from the date of termination through the
Termination Date, reduced by the rental value of the Premises calculated as of the date of
termination for the same period, taking into account anticipated vacancy prior to reletting,
reletting expenses and market concessions, both discounted to present value at the rate of three
percent (3%) per annum. If Landlord shall relet any part of the Premises for any part of such
period before such present value amount shall have been paid by Tenant or finally determined by
a court, then the amount of Rent payable pursuant to such reletting (taking into account vacancy
prior to reletting and reletting expenses or concessions) shall be deemed to be the reasonable
rental value for that portion of the Premises relet during the period of the reletting.
29.3 Possession Termination Damages. If Landlord terminates Tenant's right to possession
without terminating the Lease and Landlord takes possession of the Premises itself, Landlord
may relet any part of the Premises for such Rent, for such time, and upon such terms as Landlord
in its sole discretion shall determine, without any obligation to do so prior to renting other vacant
areas in the Building. Any proceeds from reletting the Premises shall first be applied to the
expenses of reletting, including redecoration, repair, alteration, advertising, brokerage, legal, and
other reasonably necessary expenses. If the reletting proceeds after payment of expenses are
insufficient to pay the full amount of Rent under this Lease, Tenant shall pay such deficiency to
Landlord monthly upon demand as it becomes due. Any excess proceeds shall be retained by
Landlord.
29.4 Landlord's Remedies Cumulative. All of Landlord's remedies under this Lease shall be
in addition to all other remedies Landlord may have at law or in equity. Waiver by Landlord of
any breach of any obligation by Tenant shall be effective only if it is in writing, and shall not be
deemed a waiver of any other breach, or any subsequent breach of the same obligation.
Landlord's acceptance of payment by Tenant shall not constitute a waiver of any breach by
Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or termination of the
Lease or of Tenant's right to possession, the acceptance shall not affect such notice or
termination. Acceptance of payment by Landlord after commencement of a legal proceeding or
final judgment shall not affect such proceeding or judgment. Landlord may advance such
monies and take such other actions for Tenant's account as reasonably may be required to cure or
mitigate any default by Tenant. Tenant shall immediately reimburse Landlord for any such
advance, and such sums shall bear interest at the default interest rate until paid.
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29.5 Litigation Costs. Tenant shall pay Landlord's reasonable attorneys' fees and other costs
in enforcing this Lease, whether or not suit is filed.
ARTICLE 30. TENANT'S RECOURSE
Anything in this Lease to the contrary notwithstanding, Tenant agrees to look solely to the estate
and property of Landlord in the Land and the Building, subject to prior rights of any ground
lessor, mortgagee, or deed of trust of the Land and Building or any part thereof, for the collection
of any judgment requiring the payment of money by Landlord in the event of any default by
Landlord under this Lease. Tenant agrees that it is prohibited from using any other procedures
for the satisfaction of Tenants' remedies. Neither Landlord nor any of its respective officers,
directors, employees, agents, heirs, successors, or assigns, shall have any personal liability of any -
kind or nature, directly or indirectly, under or in connection with this Lease.
ARTICLE 31. HOLDING OVER
If Tenant holds over after the Expiration Date, or any extension thereof, Tenant shall be a tenant
at sufferance, the Minimum Monthly Rent shall be 150% of the sum of (i) the Minimum
Monthly Rent payable immediately prior to the Expiration Date, plus, (ii) any amounts due under
Article 5, which shall be payable in advance on the first day of such holdover period and on the
first day of each month thereafter. Tenant will be considered to be on a month-to-month basis
during any holdover period.
ARTICLE 32. GENERAL PROVISIONS
32.1 This Lease is construed in accordance with the laws of the State of Arizona.
32.2 If Tenant is composed of more than one person or entity, then the obligations of such
entities or parties are joint and several.
32.3 If any term, condition, covenant, or provision of this Lease is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms,
conditions, covenants, and provisions hereof shall remain in full force and effect and shall in no
way be affected, impaired, or invalidated.
32.4 The various headings and numbers herein and the grouping of the provisions of this Lease
into separate articles and sections are for the purpose of convenience only and are not be
considered a part hereof.
32.5 Time is of the essence of this Lease.
32.6 In the event either party initiates legal proceedings or retains an attorney to enforce any
right or obligation under this Lease or to obtain relief for the breach of any covenant hereof, the
party ultimately prevailing in such proceedings or the non-defaulting party shall be entitled to
recover all costs and reasonable attorneys' fees.
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32.7 This Lease, and any Exhibit or Addendum attached hereto, set forth all the terms,
conditions, covenants, provisions, promises, agreements, and undertakings, either oral or written,
between the Landlord and Tenant. No subsequent alteration, amendment, change, or addition to
this Lease is binding upon Landlord or Tenant unless reduced to writing and signed by both
parties.
32.8 Subject to Article 24, the covenants herein contained shall apply to and bind the heirs,
successors, executors, personal representatives, legal representatives, administrators, and assigns
of all the parties hereto.
32.9 No term, condition, covenant, or provision of this Lease shall be waived except by
written waiver of Landlord, and the forbearance or indulgence by Landlord in any regard
whatsoever shall not constitute a waiver of the term, condition, covenant, or provision to be
performed by Tenant to which the same shall apply, and until complete performance by Tenant
of such term, condition, covenant, or provision, Landlord shall be entitled to invoke any remedy
available under this Lease or by law despite such forbearance or indulgence. The waiver by
Landlord of any breach or term, condition, covenant, or provision hereof shall apply to and be
limited to the specific instance involved and shall not be deemed to apply to any other instance or
to any subsequent breach of the same or any other term, condition, covenant, or provision hereof.
Acceptance of rent by Landlord during a period in which Tenant is in default in any respect other
than payment of rent shall not be deemed a waiver of the other default. Any payment made in
arrears shall be credited to the oldest amount outstanding and no contrary application will waive
this right.
32.10 The use of a singular term in this Lease shall include the plural and the use of the
masculine, feminine, or neuter genders shall include all others.
32.11 Landlord's submission of a copy of this Lease form to any person, including Tenant, shall
not be deemed to be an offer to lease or the creation of a lease unless and until this Lease has
been fully signed and delivered by Landlord.
32.12 Every term, condition, covenant, and provision of this Lease, having been negotiated in
detail and at arm's length by both parties, shall be construed simply according to its fair meaning
and not strictly for or against Landlord or Tenant.
32.13 If the time for the performance of any obligation under this Lease expires on a Saturday,
Sunday, or legal holiday, the time for performance shall be extended to the next succeeding day
which is not a Saturday, Sunday, or legal holiday.
32.14 If requested by Landlord, Tenant shall execute written documentation with signatures
acknowledged by a notary public, to evidence when and if Landlord or Tenant has met certain
obligations under this Lease.
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ARTICLE 33. NOTICES
Wherever in this Lease it is required or permitted that notice or demand be given or served by
either party to or on the other, such notice or demand shall be in writing and shall be given or
served and shall not be deemed to have been duly given or served unless (a) in writing; (b) either
(1) delivered personally, (2) deposited with the United States Postal Service, as registered or
certified mail, return receipt requested, bearing adequate postage, or (3) sent by overnight
express courier (including, without limitation, Federal Express, DHL Worldwide Express,
Airborne Express, United States Postal Service Express Mail) with a request that the addressee
sign a receipt evidencing delivery; and (c) addressed to the party at its address in Section 1.1.
Either party may change such address by written notice to the other. Service of any notice or
demand shall be deemed completed forty-eight (48) hours after deposit thereof, if deposited with
the United States Postal Service, or upon receipt if delivered by overnight courier or in person.
ARTICLE 34. BROKER'S COMMISSIONS
Tenant represents and warrants that there are no claims for brokerage commissions, finder's fees
or similar items in connection with this Lease or with respect to any applicable renewals or
extensions hereof (excepting commissions or fees approved or authorized in writing by Landlord
and described in the attached Addendum hereto). Tenant agrees to and shall indemnify Landlord
and hold Landlord harmless from and against any claim, demand or suit for any such brokerage
commissions, finder's fees or similar items relating to the Lease, any renewals or extensions
hereof, or the subject matter hereof, including, without limitation, all obligations, costs, expenses
and fees (including reasonable attorneys' fees) incurred or suffered by Landlord on account of or
arising from any such claim, demand or suit.
ARTICLE 35. INDEMNIFICATION/WAIVER OF SUBROGATION
35.1 Tenant shall indemnify, defend, and hold Landlord and any lender of Landlord harmless
against all Claims (as defined below) and costs incurred by Landlord arising from: (a) any act or
omission of Tenant or Tenant's Permittees which results in personal injury, loss of life, or
property damage sustained in and about the Premises, the Building, or the Land; (b) attachment
or discharge of a lien upon the Premises, the Building, or the Land; (c) Tenant's and Tenant's
Permittees' use, generation, storage, release, threatened release, discharge, disposal, or presence
of Hazardous Materials on, under, or about the Premises, the Building, or the Land; (d) any
default of Tenant under this Lease; and (e) any claims for brokerage commissions or finder's fees
in connection with this Lease (excepting commissions or fees authorized in writing by Landlord).
As used in this Lease, "Claims" means any claim, suit, proceeding, action, cause of action,
responsibility, demand, judgment and execution, and attorneys' fees and costs related to or
arising from the foregoing.
35.2 Tenant hereby releases, discharges, and waives any right of recovery from Landlord and
Landlord's agents, directors, officers, and employees, and Landlord hereby releases, discharges,
and waives any right of recovery from Tenant and Tenant's Permittees, from all Claims,
liabilities, losses, damages, expenses, or attorneys' fees and costs incurred arising from or caused
by any peril required to be covered by insurance obtained by Landlord or Tenant under this
21

Lease, or covered by insurance in connection with (a) property on the Premises, the Building, or
the Land; (b) activities conducted on the Premises, the Building, or the Land; and (e) obligations
to indemnify under this Lease, regardless of the cause of the damage or loss. Landlord and
Tenant shall give their respective insurance carriers notice of these waivers and shall secure an
endorsement from each carrier to the effect that the waivers given in this Article 35 shall not
adversely affect or impair the policies of insurance or prejudice the right of the named insured on
the policy to recover thereunder. These waivers apply only to the extent such Claims, liabilities.
losses, damages, expenses, or attorneys' fees are covered by insurance required pursuant to this
Lease.
35.3 Notwithstanding anything in this Lease to the contrary, Landlord shall not be responsible
or liable to Tenant for any Claims for loss or damage caused by the acts or omissions of any
persons occupying any space elsewhere in the Building.
ARTICLE 36. EACH PARTY SHALL BRING ANY ACTION AGAINST THE OTHER
IN CONNECTION WITH THIS LEASE IN A FEDERAL OR STATE COURT
LOCATED IN MARICOPA COUNTY, ARIZONA, AND CONSENTS TO THE
JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO HAVE ANY
PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE GROUND OF
IMPROPER VENUE OR INCONVENIENT FORUM.
IN WITNESS WHEREOF, the parties have duly executed this Lease as of the day and year
first above written.
LANDLORD: TENANT:
Koll Bren Fund V, L.P. Maricopa County
A Delaware Limited Partnership a Political subdivision of the State of
Arizon
et„„e.v
By: Koll Bren Realty Advisors, Inc. By:
as Agent
Name: AN BREWER CHAIRMAN BOARD OF SUPERVISORS
By:
Date: 105101
Date:
22

EXHIBIT A
PREMISES PLAN
MESA EXECUTIVE CB II Richard Ellis
MARKETING PLAN .S.UTIE 296
MESA. AZ
SUITE 288
SUITE 200
SUITE 292
SUu4278
••II•
SUITE 258
SUITE 270 SUITE 266 SUITE 257
' THE PREMISES
surrg 256
4711".
/1.0011
SCALE
2 5 10 20 JO 40
23

EXHIBIT B
BUILDING STANDARD WORK LETTER
This Exhibit B sets forth the respective obligations of, and the procedures to be followed
by, Landlord and Tenant in the design and construction of those improvements which
will prepare the Premises for Tenant's use and occupancy in an amount not to exceed $
per Rentable Square Foot ("Tenant Improvements"), including the payment of design and
construction costs, construction supervision and all permits and fees. Notwithstanding
anything to the contrary set forth below, Landlord shall contribute an amount not to
exceed $44,967.00 ($13.00 x 3,459 rentable square feet) (the "Landlord's Contribution")
toward the cost of construction of the Tenant Improvements. Tenant shall be responsible
for, and shall pay all of such excess costs. If the Tenant Improvements are constructed
for less than Landlord's Contribution, Tenant shall not be entitled to any payment or
credit against Rent as a result. Said allowance must be utilized within the first Six (6)
months of the lease. Any monies not utilized shall remain with the Landlord.
1. DEFINITIONS
1.1 As used in the Lease and this Exhibit B:
(a) The term "Building Standard Improvements" refers to those improvements set
forth in Section 3.5 of this Exhibit,
(b) The term "Building Standard" refers to those brands, designs, finishes or
techniques selected by Landlord for construction of the Building Standard Improvements.
(c) The term "Non-Building Standard" means brands, designs, finishes and
techniques other than those selected by Landlord.
(d) The term "Non-Building Standard Improvements" means improvements to the
Premises in addition to those improvements set forth in Section 3.5 of this Exhibit.
(e) The term "Usable Area" means the total area within the Premises as measured
from the exterior glass, finished columns or exterior walls and from the midpoint of
demising walls or walls separating the Premises from areas devoted to lobbies, corridors,
hallways, elevator foyers and shafts, restrooms, mechanical rooms and shafts, janitor
closets and other similar facilities.
2. GENERAL PROCEDURES FOR PREPARING PLANS AND SPECIFICATIONS
2.1 Landlord's space planner will prepare a space plan for the Premises (the "Space Plan").
Unless a Space Plan for the Premises has already been approved by Landlord and Tenant,
Tenant agrees, within three (3) business days of execution of this Lease, to meet with
Landlord's space planner and to provide at the meeting criteria for preparation of the
24

Space Plan, such criteria to include the approximate location of all partitions, doors,
electrical and telephone outlets and switches, special requirements for electrical and
telephone circuits, the type and color of wall and floor covering, details of all millwork,
corridor entrances, water and drain supply requirements and Non-Building Standard
electrical outlets, information on Non-Building Standard Improvement HVAC
requirements (special heat-generating equipment), the weight and location of
exceptionally heavy equipment, the dimensions of all equipment to be built-in, the keying
schedule and the lighting arrangement. Within three (3) days of Tenant's receipt of the
Space Plan, Tenant will provide Landlord with Tenant's approval of the Space Plan or
specific objections thereto.
2.2 Upon approval of the Space Plan, Landlord agrees to provide construction drawings and
specifications for Tenant's partition layout, reflected ceiling, telephone and electrical
outlets and switches, finish schedule and other work required for Tenant's Tenant
Improvements. Mechanical and electrical drawings and specifications (for installation of
air conditioning system, duct work and heating and electrical facilities) for the work
required for Tenant's Tenant Improvements will be prepared concurrently with
construction of the Premises.
2.3 All Non-Building Standard work or Non-Building Standard Improvements desired by
Tenant shall, in Landlord's opinion, equal or exceed the quality established by the
Building Standard Improvements.
2.4 All plans and specifications for construction of Tenant's Tenant Improvements shall be
submitted to Tenant for review and for Tenant's written approval, which Tenant will issue
within five (5) days of receipt of the plans and specifications. In addition, such plans are
expressly subject to Landlord's written approval, which Landlord covenants it will not
unreasonably withhold or delay.
2.5 Following approval by Tenant, any changes, modifications or alterations of or to Tenant's
drawings and specifications requested by Tenant shall be subject to Landlord's approval.
Any additional charges, expenses or costs, including Landlord's architects' fees, incurred
by Landlord in approving said changes, modifications or alterations, shall be paid by
Tenant. No changes, modifications or alterations of or to any approved drawings shall be
made without the written consent of the Landlord after written request therefor by the
Tenant.
2.6 One entrance door to the Premises will bear the Tenant's designated name and suite
number. All door signs and directory entries shall be in Landlord's Building Standard
format purchased by the Landlord from a graphics fabricator designated by Landlord.
3. LANDLORD'S OBLIGATIONS TO PAY FOR IMPROVEMENTS
3.1 Section 3.4 of this Exhibit B contains a general description of the Building construction,
and limitations of same, which will be provided by Landlord at Landlord's expense.
Selection of structural systems, materials and finishes will be by Landlord.
25

3.2 If the work described in Tenant's drawings and specifications requires additions or
changes to Landlord's plans and specifications or additions or changes to Landlord's
construction obligations under this Article 3, Tenant shall pay Landlord any increased
costs resulting from the additions or changes, including construction expenses and
architectural and engineering costs.
2.3 Landlord's construction and standard finishes are designed for normal office use. Any
reference to construction by Landlord to Code requirements shall be deemed to mean
Code requirements for normal office use.
3.4 Landlord shall provide a shell office building to contain the Premises which shall meet
the following requirements and contain the following items: all structural wall, floor and
roof support systems to support office floor live loads, including partitions, ceilings, etc.,
of seventy (70) pounds per square foot; all exterior glass, wall finishes and weather
protection systems; common toilet facilities, per Code, common lobbies, foyers, stairs
and elevators; cooling towers and piping to predetermined distribution points on each
floor (air handling equipment and distribution duct work is not included); main electrical
services to Building and distribution of electrical power from main service to
predetermined distribution points on each floor; electrical grid system to feed lighting
(installation and connection of light fixtures is not included); and, if required by Code for
the entire Building, main fire sprinkler piping with heads established on a predetermined
pattern, when required.
3.5 The Building Standard Improvements set forth in Section 3.5(a) through Section 3.5(n)
are those leasehold improvements necessary to allow tenants to take occupancy of
premises for general office purposes. In lieu of Landlord's construction of leasehold
improvements to the Premises with the Building Standard Improvements, Landlord and
Tenant have agreed that the Premises will be constructed in accordance with the plans
prepared under Article 2 of this Exhibit B against the Tenant Improvement provided for
at Section 4.1 of this Exhibit B. Landlord's Building Standard Improvements are set forth
below for the purpose of establishing the leasehold improvements which are ordinarily
supplied by Landlord. The Building Standard Improvements are as follows:
(a) Public Corridor Partitions: Building Standard 5/8" thick, gypsum board attached
to each side of 2-1/2" metal studs on 24" centers one linear foot per 60 square feet
of Usable Area contained within the Premises. Corridor partitions will be
furnished Building Standard base molding on Tenant side only.
(b) Non-Public Partitions: Building Standard, 5/8" thick ceiling high gypsum board
attached to each side of 2-1/2" metal studs on 24" centers, in the amount of one
linear foot per 10 square feet of Usable Area contained within the Premises. Non-
public partitions will be furnished with Building Standard base molding on both
sides.
26

(c) Entry Door, Frame and Hardware: Building Standard, TO" solid core wood door
and aluminum door frames flush at corridor self-closer, stainless steel lever handle
passage set, deadlock, ball bearing hinges and door stop. Entry doors shall be
located where shown on the plans described in Section 2.1 hereof in the amount of
one door per tenant suite.
(d) Interior Doors. Frames and Hardware: Building Standard, 7'0" wood frames,
hollow core wood doors and hardware, in the amount of one door per 300 square
feet of Usable Area contained within the Premises. Hardware shall include lever
handle passage sets, hinges and door stops for openings of all interior doors.
(e) Painting: All wall surfaces, covered with one eggshell latex finish coat in colors
selected by Tenant from Building Standard paint selection, limited to one color in
each area or non-public corridor.
Ceiling: Building Standard, 2' x 4' acoustical tile on mechanically suspended
exposed grid system, as required throughout Premises.
(g) Lighting: Building Standard, 2'x4' recessed fluorescent lighting fixture, in the
amount of one per 100 square feet of Usable Area contained within the Premises,
and including single pole switches in the amount of one per 300 net square feet.
(h) Electrical Services: Building Standard, electrical facilities sufficient for a
connected load of 2 watts general use, 3 watts overhead fluorescent lighting per
square foot of Usable Area within the Premises.
(i) Duplex Electrical Outlets: Building Standard, wall mounted duplex electrical
outlets (120 volts) in the amount of one per 125 square feet of Usable Area
contained within the Premises.
(i) Telephone Outlets.: Building Standard, roughed-in electrical provisions for wall
mounted telephone outlets in the amount of one per 200 square feet of Usable
Area contained within the Premises. Phone system wired and installed by Tenant.
(k) Finished Floors (Tenant's Spaces): Building Standard carpeting in colors selected
by Tenant from Landlord's Building Standard selection and limited to one color in
each area or corridor.
(I) Heating, Ventilating and Air Conditioning: Building Standard, including duct
work and air diffusers in the amount of one linear diffuser per 200 square feet of
Usable Area contained within the Premises.
(m) Window Coverings: Building Standard architectural mini-blinds on all exterior
windows.
27

(n) Interior Wall Finish: Install gypsum wallboard finish on interior side of exterior
walls.
4. CONSTRUCTION OF TENANT'S TENANT IMPROVEMENTS
4.1 Landlord agrees to construct Tenant's Tenant Improvements in accordance with the
drawings and specifications prepared by Landlord under Article 2 of this Exhibit B
against a Tenant Improvement set forth in the Lease.
4.2 All mechanical, structural, electrical or plumbing modifications to the Building required
by Tenant shall be performed by Landlord's contractor or contractors approved by
Landlord.
5. COMPLETION OF TENANT TENANT IMPROVEMENTS
5.1 Landlord shall obtain any Certificate of Occupancy required by the local building
department or other governmental agency with respect to the Premises.
5.2 The term "Substantial Completion" as used in this Exhibit B or in the Lease means that
state of completion of the Premises which will allow Tenant to begin Tenant's occupation
of the Premises without material interference from Landlord's contractor or material
delay caused by Landlord's failure to have completed Landlord's work under Section 3.5
of this Exhibit B.
5.3 Notwithstanding any time period established herein for the submission and approval of
Tenant's plans or for the construction of improvements, the Lease Term and Tenant's
obligation to pay rent shall commence as set forth in Article 3 of the Lease; provided,
however, if the Commencement Date is determined under Article 3 of the Lease by the
date of Substantial Completion, the Commencement Date will be accelerated one day for
each day Substantial Completion is delayed by reason of:
(a) Tenant's failure to provide the space layout criteria required under Section 2.1 of
this Exhibit B or to approve the Space Plan within the time period set forth.
(b) Tenant's failure to approve drawings and specifications or the price for Non-
Building Standard Improvements in accordance with Section 2.4 of this Exhibit
B.
(c) Tenant's request for Non-Building Standard materials, finishes or installations or
Non-Building Standard Improvements, including planning, procurement and
construction delays.
(d) Tenant's changes in the Space Plan or drawings and specifications after initial
approval.
28

(e) The performance of any construction planning or architectural work by a person,
firm or corporation employed by Tenant and the completion of said work by said
person, firm or corporation, including delays to Landlord's contractor caused by
Tenant's contractor. It is Landlord's and Tenant's intention that Substantial
Completion shall he deemed to have occurred upon that date which would be the
date of Substantial Completion were the Premises to be constructed with Building
Standard Improvements only.
29

EXHIBIT C
RULES AND REGULATIONS
1. Tenant will refer all contractors, contractor's representatives and installation technicians
rendering any service to Tenant, to Landlord for Landlord's supervision, approval and
control before performance of any contractual service. This provision shall apply to all
work performed in the Building including installations of telephones, telegraph
equipment, electrical devices and attachments. and installations of any nature affecting
doors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion
of Building.
2. No additional locks or bolts of any kind shall be placed upon any of the doors or windows
by any Tenant nor shall any changes be made in existing locks or the mechanism thereof
without consulting the Landlord.
3. Movement in or out of the Building of furniture or office equipment, or dispatch or
receipt by Tenant of any merchandise or materials which require use of stairways,
elevators or movement through Building entrance or lobby shall be restricted to hours
designated by Landlord. All such movement shall be under supervision of Landlord and
in the manner agreed between Tenant and Landlord by prearrangement before
performance. Such pre-arrangement initiated by Tenant will include determination by
Landlord and subject to its decision and control, as to the concerns which may prohibit
any article, equipment or any other item from being brought into the Building. Tenant is
to assume all risk as to damage to articles moved and injury to persons or public engaged
or not engaged in such movement, including equipment, property, and personnel or
Landlord if damaged or injured as a result of acts in connection with carrying out this
service for Tenant' from time of entering property to completion of work; and Landlord
shall not be liable for acts of any person engaged in, or any damage or loss to any of said
property or persons resulting from, any act in connection with such service performed for
Tenant. Any hand trucks, carryalls or similar appliances used for the delivery or receipt
of merchandise or equipment shall be equipped with rubber tires, side guards and such
other safeguards as the Building shall reasonably require.
4. No signs, advertisements or notices shall be painted or affixed on or to any windows or
doors, or other parts of the Building, except of such color, size and style and in such
places, as shall be first approved in writing by Landlord. Tenant shall not deface any part
of the Building or Premises. Building standard suite entrance signs to premises shall be
placed thereon by a contractor designated by Landlord at Landlord's expense.
5. Tenant shall not place, install or operate on the Premises or in part of the Building, any
engine, refrigerating (other than a home-type kitchen refrigerator), heating or air
conditioning apparatus, stove or machinery, or conduct mechanical operations or cook
thereon or therein, or place in or about the Premises any explosives, gasoline, kerosene,
oil, acids, caustics or any other inflammable, explosives, hazardous or odorous material
without the prior written consent of Landlord. No portion of the Premises shall at any
30

time be used for cooking, sleeping or lodging quarters. In the event Tenant requires the
disposal of foodstuffs, edible matter, or any materials attractive to rats or other vermin,
Tenant shall provide at its sole cost and expense a rat-proof receptacle for the disposal of
such materials, and take active measure to control vermin. No Tenant shall cause or
permit any unusual or objectionable odors to be produced upon or permeate from the
leased Premises.
6. Landlord will not be responsible for lost or stolen personal property, equipment, money
or jewelry from Tenant's area or public rooms regardless of whether such loss occurs
when the area is locked against entry or not.
7. No birds or animals shall be brought into or kept in or about the Building.
8. Employees of Landlord shall not receive or carry messages for or to Tenant or other
person, nor contract with or render free or paid services to Tenant or Tenant's agents,
employees, or invitees.
9. Landlord will not permit entrance to Tenant's offices by use of pass keys controlled by
Landlord to any person at any time without written permission by Tenant, except
employees, contractors, or service personnel directly supervised by Landlord.
10. The entries, passages, doors, elevators and elevator doors (if provided), hallways or
stairways shall not be blocked or obstructed; no rubbish, litter, trash, or material of any
nature shall be placed, emptied or thrown into these areas, and such areas shall not be
used at any time except for ingress or egress by Tenant, Tenant's agents, employees or
invitees to or from the Premises.
11. Plumbing fixtures and appliances shall be used only for purposes for which constructed,
and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed
therein. Damage resulting to any such fixtures or appliances from misuse by Tenant, its
employees, agents, visitors or licensees shall be paid by Tenant, and Landlord shall not in
any case be responsible therefor.
12. The Landlord desires to maintain the highest standards of environmental comfort and
convenience for all Tenants. It will be appreciated if any undesirable conditions or lack
of courtesy or attention are reported directly to the management. Tenant shall give
immediate notice to the Building Manager in case of accidents in the Premises or in the
common areas. or of defects therein or in any fixtures or equipment, or of any known
emergency in the Building,
13. No Tenant shall make, or permit to be made, any unseemly or disturbing noises, interfere
with occupants of this or neighboring buildings or premises, or those having business
with them, whether by the use of any musical instrument, radio, talking machine,
unmusical noise, whistling, singing, or in any other way interfering with others quiet
enjoyment of the building.
31

14. Landlord shall have the right to make such other and further reasonable rules and
regulations as in the judgment of Landlord may from time to time be needful for the
safety, appearance, care and cleanliness of the Building and for the preservation of good
order therein. Landlord shall not be responsible to Tenant for any violations of rules and
regulations by other Tenants.
15. All Tenants shall adhere to and obey all such parking control measures as may be placed
into effect by the Landlord through the use of signs, identifying decals or other
instructions. No bicycles or other vehicles of any kind shall be brought into or kept on
the Premises except in designated areas specified for parking of such vehicles.
16. No safes or other objects, larger or heavier than the Building is limited to carry, shall be
brought into or installed on the Premises. The Landlord shall have the power to prescribe
the weight and position of such safes or other objects which shall, if considered necessary
by the Landlord, be required to be supported by such additional materials placed on the
floor as the Landlord may direct, and at the expense of the Tenant.
17. Landlord shall have no obligation to repair, restretch, or replace carpeting, but will spot-
clean and sweep carpeting as part of any janitorial services required to be furnished by
Landlord under the Lease.
18. Names to be replaced on or removed from directories should be furnished to the manager
in writing on Tenant's letterhead. All directory strips will be at the expense of the
Tenant, Landlord will determine size and uniformity of strips.
19. All Tenants shall see that doors of their premises are closed and securely locked before
leaving the Building and must observe strict care not to leave such doors and so forth
open and exposed to the weather' or other elements, and each Tenant shall exercise
extraordinary care and caution that all water faucets or water apparatus are entirely shut
off before the Tenant or the Tenant's employees leave the Building, and that all
electricity, gas and air conditioning shall likewise be carefully shut off, so as to prevent
waste or damage, where controlled by Tenant.
20. Janitorial services shall be provided five days per week in and about the Premises, and in
no case shall such services be provided on Saturdays, Sundays and holidays (legal).
Tenants shall not cause unnecessary labor by reason of carelessness or indifference in the
preservation of good order and cleanliness. The work of the janitor or cleaning personnel
shall not be hindered by Tenant after 5:30 p.m., and such work may be done at any time
when the offices are vacant. The windows, doors and fixtures may be cleaned at any time
without interruption of purpose for which the Premises are let. Tenant shall provide
adequate waste and rubbish receptacles, cabinets, bookcases, map cases, etc. necessary to
prevent unreasonable hardship to Landlord in discharging its obligation regarding
cleaning service. Boxes should be broken down to fit into containers.
21. Canvassing, soliciting and peddling in the Building are prohibited. All Tenants shall
cooperate to prevent the same.
32

22. All nail holes are to be patched and repaired in Tenant's suite by Tenant upon vacating
Premises.
23. All holiday decorations and other temporary or special decorations must be flame-
retardant. No live Christmas trees or candles are to be used throughout the Building. No
decorations should be hung on the exterior windows or on exterior suite doors.
24. There shall be no smoking permitted in the Building.
33

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SENT BY: COY.JAMES ARCHITECTS; 602 253 0155; AUG-13-01 9:44AM; PAGE 414
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I

COMMENCEMENT DATE CONFIRMATION
Lease No. L-7311
C-88-02-009-4-00
Landlord: Koll Bren Fund V, L.P., a Delaware Limited Partnership
Tenant: Maricopa County a Political Subdivision of the State of Arizona
This Commencement Date Confirmation is made by the undersigned Landlord
and Tenant pursuant to that certain Office Lease Agreement No. L-7311 dated as of
October 3, 2001 for certain premises known as Suite 257 in the building commonly
known as Mesa Executive Park, 1255 West Baseline Road, Mesa, AZ. This Confirmation
is made pursuant to Section 1.1(e) of the Lease.
1. Lease Commencement Date, Termination Date. Landlord and Tenant hereby
agree that the Commencement Date of the Lease is January 28, 2002, and the
Termination Date of the Lease is January 27, 2007
2. Acceptance of the Premises. Tenant has inspected the Premises and affirms
that the Premises are acceptable in all respects in their current "as is" condition.
3. Incorporation. This Confirmation is incorporated into the Lease and forms an
integral part thereof. This Confirmation shall be construed and interpreted in accordance
with the terms of the Lease for all purposes.
LANDLORD: TENANT:
Koll Bren Fund V, L.P. Maricopa County
A Delaware Limited Partnership
By: ,K.0_11,Bren Realty Advisors, Inc.
as age
: ), Its: ill( r (k.)ectr
13aN41--A4-4ejiea LP2 l,
Vice President 7 Attest:
Clerk of the Board
Approved as to form: