LEASE RE VITAL RECORDS - IMMUN WITH SWRE DEAL V BLDG.PDF

Lease No. L-7453
C-86-15
WEST 101 BUSINESS CENTER
OFFICE LEASE
between
SWRE DEAL V BUILDING, LLC
as Landlord
and
MARICOPA COUNTY,
A POLITICAL SUBDIVISION OF THE STATE OF ARIZONA
as Tenant

TABLE OF CONTENTS
TABLE OF CONTENTS ...................................................................................................................................... 1
1. BASIC LEASE PROVISIONS AND DEFINITIONS. ............................................................ 1
2. PREMISES. .............................................................................................................................. 4
3. RENT PAYMENT. .................................................................................................................. 4
4. LANDLORD’S WORK; TENANT’S ACCEPTANCE OF PREMISES. ............................... 5
5. OPERATION AND USE OF PREMISES. ............................................................................... 7
6. COMMON AREA.................................................................................................................... 8
7. MAINTENANCE OBLIGATIONS. ........................................................................................ 8
8. OPERATING EXPENSES AND REAL ESTATE TAXES. ................................................... 8
9. REPAIRS-ALTERATIONS. .................................................................................................. 10
10. UTILITIES AND OTHER SERVICES.................................................................................. 10
11. LANDLORD’S ACCESS. ..................................................................................................... 11
12. INDEMNITY AND NON-LIABILITY.................................................................................. 11
13. INSURANCE. ........................................................................................................................ 13
14. ASSIGNMENT, SUBLETTING AND CORPORATE TRANSACTIONS. ......................... 15
15. DAMAGE OR DESTRUCTION. .......................................................................................... 16
16. EMINENT DOMAIN. ............................................................................................................ 17
17. MORTGAGEE PROTECTION. ............................................................................................ 18
18. LANDLORD’S OPTION TO RELOCATE TENANT’S PREMISES .................................. 19
19. SIGNAGE. ............................................................................................................................. 19
20. ENVIRONMENTAL COMPLIANCE ................................................................................... 19
21. DEFAULT. ............................................................................................................................. 22
22. SURRENDER OF POSSESSION. ........................................................................................ 25
23. NOTICES. .............................................................................................................................. 26
24. OCCUPANCY. ...................................................................................................................... 27
25. JOINT AND SEVERAL LIABILITY. ................................................................................... 27
26. QUIET ENJOYMENT. .......................................................................................................... 27
27. BROKERAGE FEES. ............................................................................................................ 27
28. GENERAL. ............................................................................................................................ 27
Exhibit Cite
A - Additional Terms and Conditions Section 28.18
B - Amortization for Early Termination Section 1.18
C - Complex Legal Description Section 1.4
D - Premises and Building Site Plan Section 1.5
E – Intentionally Deleted Section 4
F - Tenant Improvements Section 4
G – Operating Expense Exclusions Section 8
H - Rules and Regulations Section 5.4
I - Sign Criteria Section 19
J - Subordination, Non-Disturbance and
Attornment Agreement Section 17.1
K - Statement of Tenant Section 17.3

OFFICE LEASE
DATE: July ____, 2014
PARTIES: SWRE DEAL V BUILDING, LLC,
A DELAWAR LIMITED LIABILITY COMPANYP
“Landlord”
MARICOPA COUNTY,
A POLITICAL SUBDIVISION OF THE STATE OF ARIZONA
“Tenant”
AGREEMENT:
In consideration of the following terms and conditions, the parties agree as follows:
1. BASIC LEASE PROVISIONS AND DEFINITIONS.
1.1 Street Address of Premises: 1850 North 95th Ave, Suite 182, Phoenix, Arizona
85037.
1.2 Landlord’s Notice Address: SWRE Deal V Building LLC, Attn: Director of
Real Estate, 5110 N. 40th St., Suite 110, Phoenix, AZ 85018.
1.2.1 Landlord’s Rent Remittance Address: SWRE Deal V Building LLC, Attn:
Accounting, 5110 N. 40th St., Suite 110, Phoenix, AZ 85018.
1.3 Tenant’s Notice Address: Maricopa County Finance Department, Attention Real
Estate Manager, 301 W. Jefferson, Suite 960, Phoenix, Arizona, 85003, with a copy to: Maricopa
County Department of Public Health, Attention: Strategic Planning & Operations Supervisor,
4041 N. Central Avenue, Ste. 1400, Phoenix, Arizona 85012.
1.3.1 Tenant’s Invoice Address: Accountant, Office of Community Health
Nursing, Maricopa County Department of Public Health, 4041 N. Central Avenue, Ste.
600, Phoenix, Arizona 85012.
1.4 Complex: The office-warehouse project commonly known as West 101 Business
Center, shown on Exhibit “D” and legally described on Exhibit “C”, attached. Landlord shall
have the right from time to time to add land and buildings to the Complex.

1.5 Premises: Approximately 4,702 rentable square feet of office space, as depicted
on Exhibit “D,” attached, together with all appurtenances thereto. The Premises shall be
measured using the exterior “drip line” of exterior demising walls and the center of interior
demising walls. The Premises is located within a single story building addressed 1850 North 95th
Ave (the "Building") of the Complex.
1.6 Lease Term: 63 months.
1.7 Pro Rata Share: A fraction, the numerator of which is the number of rentable
square feet in the Premises and the denominator of which is the number of rentable square feet in
the Complex, in each case as reasonably determined in the first instance by Landlord. If the
actual occupancy in any calendar year is less than ninety-five (95%), then the Operating
Expenses for such year shall be adjusted to reflect what the Operating Expenses would have been
at an average occupancy of ninety-five (95%) percent or actual, whichever is greater.
1.8 Operating Expenses: Intentionally deleted.
1.9 Real Estate Taxes: Intentionally deleted.
1.10 Lease Year: The twelve (12) full calendar month period commencing on the
Commencement Date and each anniversary thereof, unless the Commencement Date does not fall
on the first day of a month in which event the first Lease Year shall commence on the first day of
the month in which the Commencement Date occurs. Each subsequent Lease Year shall
commence on the anniversary of the first Lease Year. The first Lease Year shall include any
initial partial calendar month.
1.11 Annual Full Service Rent Less Electrical: Subject to the Free Rent set forth in
Paragraph 1 of Exhibit "A", the Annual Full Service Rent Less Electrical shall be as follows:
Months Per Square Foot Annual Full Service Rent Less Electrical
1-03 $0.00 $0.00
04-15 $19.55 $91,924.10 plus sales tax
16-27 $20.05 $94,275.10 plus sales tax
28-39 $20.55 $96,626.10 plus sales tax
40-51 $21.05 $98,977.10 plus sales tax
52-63 $21.55 $101,328.10 plus sales tax
1.12 Monthly Installment: Subject to the Free Rent set forth in Paragraph 1 of Exhibit
"A", the Monthly Installment shall be as follows:
Months Monthly Installment
1-03 $0.00
04-15 $7,660.34 plus sales tax
16-27 $7,856.26 plus sales tax
28-39 $8,052.18 plus sales tax
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40-51 $8,248.09 plus sales tax
52-63 $8,444.01 plus sales tax
1.13 Additional Rent: Intentionally deleted.
1.14 Security Deposit: Intentionally deleted.
1.15 Common Area: Defined in Section 6.
1.16 Delivery Date: The date of Landlord’s notice to Tenant that Landlord’s Work and
Tenant Improvements have been substantially completed. The term “substantially completed” shall
mean that the work has been completed with the exception of punch list items which can be fully
completed prior to the end of Tenant’s construction and/or fixturing period without material
interference with Tenant’s activities. Delivery Date is subject to the following conditions: (1)
Landlord’s Work is complete and in compliance with all applicable laws and all of the building
systems are operational to the extent necessary to service the Premises; (2) Landlord has sufficiently
completed all the work required to be performed by Landlord in accordance with this Lease with
the exception of punch list items which can be fully completed prior to the end of Tenant’s
construction and/or fixturing period without material interference with Tenant’s activities such that
Tenant can conduct normal business operations, including fixturizing the Premises and; (3)
Landlord has obtained a certificate of occupancy for the Premises or a temporary certificate of
occupancy for the Premises or its equivalent. In the event that a certificate of occupancy, a
temporary certificate of occupancy or its equivalent is not provided due to Tenant’s construction or
fixturizing, then Landlord shall be deemed to have delivered the Premises so long as item 1 and 2
above have been completed.
1.17 Commencement Date: One (1) calendar week after the Delivery Date. Upon
determination, Tenant’s representative shall, upon Landlord's request, execute and deliver a
written statement specifying the Commencement Date, Termination Date and other pertinent
dates of the Term.
1.18 Rent Commencement Date: Landlord hereby releases Tenant from the obligation
to pay its monthly installment of Annual Full Service Rent Less Electrical for the first three (3)
months of the Lease following the Commencement Date (“Free Rent Period”). The Rent
Commencement Date shall be the first day following the Free Rent Period (see Exhibit “A” Section
1.)
1.19 Termination Date: Subject to the terms and conditions set forth in Section 2 of
Exhibit “A”, the Termination Date for this Lease shall be the last day of the sixty-third (63rd)
lease month.
1.20 Permitted Use: Operation of government immunization and vital records,
associated services and administrative offices and for no other purpose unless approved by
Landlord, which approval shall not be unreasonably withheld.
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2. PREMISES.
Subject to the terms and conditions herein contained, Landlord hereby leases the Premises to
Tenant, and Tenant hereby accepts and leases the Premises from Landlord for the Term, unless
sooner terminated pursuant to any provision hereinafter set forth.
3. RENT PAYMENT.
3.1 Amount and Manner. Without prior notice or demand, Tenant shall pay to
Landlord, to the Landlord’s Remittance Address as shown in Section 1.2.1 above, Annual Full
Service Rent Less Electrical in advance in equal Monthly Installments, without setoff, on the first
day of each calendar month during the Term of this Lease. Monthly Installments for any
fractional month at the commencement or expiration of the Term shall be prorated based upon a
thirty (30) day month. Monthly Installments of Annual Full Service Rent Less Electrical shall be
payable by Tenant to Landlord at the address set forth in Section 1.2, above, or at such other
place as Landlord shall hereinafter designate in writing. Landlord shall endeavor to send to
Tenant prior to the applicable due date, at Tenant’s Invoice Address as set forth in Section 1.3.1,
a monthly invoice for each Monthly Installment due under this Section; provided, however, the
failure of Landlord to provide any such invoice or to provide such invoice within the time
prescribed in this paragraph (i) shall not relieve Tenant from its obligations hereunder (e.g., it
shall not extend the due date for payment or extend the date on which late fees would be incurred
or change the date on which an Event of Default for nonpayment would occur) and (ii) shall not
in any way affect Landlord’s rights and remedies hereunder.
3.2 Late Fees. If, within any twelve (12) month period during the Term, two or more
Monthly Installments are not received by Landlord at the Landlord’s Rent Remittance Address
on or before the tenth (10th) day of the applicable calendar month, Tenant agrees to pay Landlord
an additional sum equal to three percent (3%) of the total amount overdue for the second and any
subsequent occurrence of late payment of the Monthly Installment within the said twelve month
period, including Monthly Installments of Annual Base Rent, and Additional Rent. Said charge
is intended to defray Landlord’s interest and administrative expenses, and Tenant acknowledges
that such charge represents a fair and reasonable estimate of such expenses, and shall be due and
payable for each full or partial calendar month that any Monthly Installment and/or Additional
Rent remains unpaid.
3.3 Interest. In addition to the late charges referred to above, which are intended to
defray Landlord’s costs resulting from late payments, in the event Landlord obtains a judgment in
any claim against Tenant for the non- payment of a Monthly Installment or Additional Rent or
any other default hereunder, such judgment shall bear interest from the date of any such
judgment to the date same is paid at ten percent (10%) per annum or the maximum lawful rate
that Landlord may charge to Tenant under applicable laws, whichever is less.
3.4 Remeasure. Intentionally Deleted.
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4. LANDLORD’S WORK; TENANT’S ACCEPTANCE OF PREMISES.
4.1 Landlord shall be responsible for permitting, procurement, construction and
project management to deliver, to the reasonable satisfaction of Tenant, the improvements
substantially as described in the set of plans as prepared by CITY SPACES dated April 19, 2014,
and as updated with notes dated April 22, 2014, Project Number CS-249 (the “Tenant
Improvements”) as depicted in the attached Exhibit F. As Landlord is not a licensed contractor,
Landlord shall retain an appropriately licensed Contractor (“Contractor”) to complete the
Tenant Improvements. Landlord shall pay the Contractor directly for the Tenant Improvements
and administer said contract with Landlord’s standard procedures as part of such project
management.
4.2 Plans for improvements and construction must be submitted by Landlord to all
required permitting agencies with jurisdiction, for approval in accordance with the customary
permitting process. Following approval of the plans by governmental authorities and receipt of
all required permits, Landlord shall authorize the general contractor to commence construction of
the Tenant Improvements. All Tenant Improvements and construction shall be performed in a
good and workmanlike manner in full compliance with all applicable federal, state and local
rules, regulations, codes and ordinances including, but not limited to, health, building, zoning,
fire and safety codes, all applicable environmental statutes, regulations and ordinances, the
Americans with Disabilities Act of 1990, A.R.S. §§ 9-499.02, 41-1492 through 41-1492.11, the
Architectural Barriers Act of 1968, the Uniform Federal Accessibility Act of 1983 and the
Arizona Native Plant Law. Landlord shall also ensure that all activities (operations and/or
construction) are in compliance with all applicable federal, state and local air quality and
environmental laws, regulations or policies. Plans will be submitted to the required permitting
and review agencies for approval or issuance of permit. All construction materials shall be new
and shall be subject to industry standard warranties. Upon completion of the Tenant
Improvements, Landlord shall obtain final building inspections and approvals and a certification
from the architect that all such work was constructed in substantial conformity with the
applicable plans and specifications. Notwithstanding the foregoing, Landlord shall undertake to
remedy, at no expense to Tenant, those building code violations or other violations of applicable
law (if any) resulting from Landlord’s failure to initially construct the Tenant Improvements in
accordance with applicable building codes and other applicable laws in effect at the time of
permit issuance, of which violations Landlord receives a written violation notice from Tenant or
any governmental authority.
4.3 Prior to the commencement of the Tenant Improvements, Landlord shall ensure
Contractor has purchased and maintains throughout construction all standard insurance coverage
at levels standard in the industry from a company or companies duly licensed by the State of
Arizona and require its subcontractors to maintain equivalent insurance based in their trade and
participation in the work.
4.4 Obtaining all required permits and approvals for construction of the Tenant
Improvements shall be the responsibility of Landlord, the cost of which shall be reimbursed to
Landlord through the TI Funds as hereafter defined. Landlord shall be responsible for identifying
all required permits and approvals.
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4.5 NOTICE IS HEREBY PROVIDED that neither the Maricopa County Real Estate
Manager nor his department has the authority to perform technical review or approval. It is the
responsibility of Landlord to determine these requirements. Landlord acknowledges that the
Maricopa County Real Estate Manager and his department do not have the authority or ability to
issue permits or licenses as required pursuant to this Agreement or other permitting or licensing
agency and the determination of whether Landlord is in compliance with the permitting and
licensing requirements is with the respective permitting or licensing agency. The execution of
this Agreement shall not be considered approval of any permit or license by Maricopa County.
4.6 The term “Substantially Completed” or any grammatical variation thereof, when
used in this First Amendment to Lease, shall mean that the Tenant Improvements have been
completed and delivered to Tenant for Tenant’s installation of its furniture and fixtures with the
exception of Punch List Items (as hereinafter defined) which can be fully completed subsequent
to the date the City of Phoenix completes its final inspection.
4.7 Within thirty (30) days after Substantial Completion of the Tenant Improvements,
Tenant shall supply to Landlord a written list of items that constitute minor defects or
adjustments which can be completed after Substantial Completion of the Tenant Improvements
without causing any material interference with Tenant’s use of the Premises (“Punch List
Items”), setting forth all corrective work to the Tenant Improvements which Tenant believes is
required to be performed. Landlord shall perform all such corrective work to the extent necessary
to complete construction of the Tenant Improvements. If Tenant does not provide a Punch List
within such thirty (30) day period, Tenant shall be deemed to have accepted the Tenant
Improvements in their entirety.
4.8 Tenant hereby designates Dennis Lindsey, as its representative and agent for the
purpose of receiving notices, approving submittals and issuing requests for changes associated
with the Tenant Improvements.
4.9 Upon Substantial Completion of the Tenant Improvements and within ten (10)
days after Landlord’s request, Tenant shall pay the actual cost of the Tenant Improvements up to
Ninety-five thousand eight hundred eighty-one and 19/100 Dollars ($95,881.19) (“TI Funds”) to
Landlord, which amount represents Landlord’s estimated cost to complete the Tenant
Improvements as set forth below:
Construction Costs $75,162.00
Architectural Fees/Permitting $11,755.00
Contingency $2,351.00
Management Fee (5%) $3,758.10
DEDUCT - Add VCT throughout ($2,293.13)
ADD – Additional Millwork $5,148.22
Total Estimated Cost $95,881.19
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Within ten (10) days after Landlord’s request, Tenant shall also pay any excess caused by change
orders submitted by Tenant. No change order work shall be completed without the prior written
consent of Tenant.
5. OPERATION AND USE OF PREMISES.
5.1 Use. Tenant shall use the Premises for the Permitted Use set forth in Section 1.19
and no other purpose. Tenant represents that such use is deemed to be a “place of public
accommodation” under the Americans with Disabilities Act of 1990 (the “ADA”) and Tenant
shall comply with Title III of the ADA and its regulations concerning the design, use and
occupancy of the Premises, including, without limitation, (i) provision for full and equal
enjoyment of the goods, services, facilities, privileges, advantages or accommodations of the
Premises as contemplated by and to the extent required under the ADA and (ii) compliance
relating to the design, layout, renovation, alteration or improvement to the Premises made or
requested by Tenant at any time with or without Landlord’s consent.
5.2 Legal Compliance. Tenant shall, at its expense, comply with all laws,
governmental orders, regulations, rules, and local ordinances regarding (a) any of the Permitted
Uses described in Section 1.20, (b) the condition of the Premises to the extent Tenant is
responsible therefor pursuant to this Lease, and (c) improvements and equipment constructed in
or installed upon the Premises by Tenant including, but not limited to, warehouse racking. Upon
receipt of any notice of noncompliance, Tenant shall promptly notify Landlord in writing.
Landlord shall comply with all laws, governmental orders, regulations, rules and local ordinances
relating to: (i) the Common Areas, (ii) the initial construction of Landlord’s Work, and (iii) the
exterior surfaces, structural elements, foundation and roof of the Building, and the costs and
expenses associated with such compliance by Landlord shall be included in Operating Expenses.
5.3 Objectionable Material. Tenant shall not permit any objectionable or unpleasant
odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, nor take any other
action which would constitute a nuisance or would disturb or endanger any other tenants of the
Complex or interfere with the use of the respective premises. Without Landlord’s prior written
consent, Tenant shall not receive, store, or otherwise handle any product, material or
merchandise which is hazardous, toxic, explosive or highly flammable other than reasonable
quantities thereof incidental to the conduct of Tenant’s business which are stored, used and
disposed of in compliance with all applicable legal requirements. Tenant shall promptly provide
to Landlord a detailed list of such materials used in the conduct of Tenant’s business. Outside
storage of any type of equipment, property or materials by Tenant, its agents, employees,
customers or suppliers shall be permitted only with the prior written consent of Landlord. Tenant
shall store all rubbish within the Premises and, at Tenant’s expense, arrange for the regular
collection of rubbish and janitorial services.
5.4 Rules and Regulations. Landlord reserves the right from time to time to adopt
and amend rules and regulations concerning use of the Common Area and Premises, with which
Tenant agrees to comply (“Rules and Regulations”). A copy of the current Rules and
Regulations is attached as Exhibit “H.”
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5.5 Insurance Risk. Without Landlord’s consent, Tenant shall not use the Premises in
any way which could increase insurance rates, or disallow any sprinkler or other credits, or
invalidate any policy of insurance with respect to the Premises, Building or Complex or Tenant’s
operations therein.
6. COMMON AREA.
The term “Common Area” means the entire area designed for common use or benefit within the
Complex, including the parking lot, landscaped and vacant areas, and sidewalks. The Common
Area shall at all times be subject to the exclusive control and management of Landlord and may
be expanded, contracted, improved or changed by Landlord from time to time as deemed
desirable. Subject to the Rules and Regulations, the Common Area is hereby made available to
Tenant and its employees, agents, customers, and invitees for their reasonable nonexclusive use
in common with other tenants of the Complex, their employees, agents, customers, invitees, and
to Landlord for the purposes for which constructed. Tenant and Landlord agree that they shall
not in any manner obstruct the Common Area or limit Tenants access to the Premises. Landlord
shall have the right to change the area, location, and arrangement of the Common Area; to enter
into, modify, and terminate easements and other agreements pertaining to the use and
maintenance of the Common Area, to close all or any portion of the Common Area to such extent
as may be necessary; to add or remove improvements; and to do and perform such other acts in
and to the Common Area and improvements as Landlord shall determine to be advisable with a
view to the improvement and convenient use thereof. No exhibit attached to this Lease nor any
other materials provided by Landlord shall constitute a warranty or agreement as to the
configuration of the Building or Complex or the occupants thereof.
7. MAINTENANCE OBLIGATIONS.
7.1 Landlord’s Responsibilities. Landlord shall keep the Common Area, exterior
surfaces, structural elements, foundation and roof of the Building in good order and repair and
the expense of such activities shall be an Operating Expense. Notwithstanding the foregoing,
Landlord shall not be required to make any repairs which become necessary as a result of any act
or omission of Tenant, its agents, representatives, contractors, employees or customers.
7.2 Tenant’s Responsibilities. Tenant shall not permit waste to the Premises.
However, there shall be no obligation on the part of Tenant to comply with any laws which may
require structural alterations, or additions, unless made necessary by any act, work, use or
omission by Tenant.
8. OPERATING EXPENSES AND REAL ESTATE TAXES.
In addition to the Monthly Installments of Annual Full Service Rent Less Electrical, Landlord
and Tenant agree that (a) Tenant shall pay to Landlord additional rent in the form of an annual
“Operating Expense Component” equal to the amount of Tenant’s Pro Rata Share of Operating
Expenses and Real Estate Taxes in excess of the Operating Expenses and Real Estate Taxes
8

established for the base year 2014 (“Base Year”) grossed up per clause (c) below, (b) during any
calendar year in which there is a change in the Operating Expense Component, the Operating
Expense Component for the entire calendar year shall not increase by more than five (5) percent
for controllable expenses, excluding real estate taxes, insurance premiums and cost of utility
services to the Common Area; and (c) if less than ninety-five percent (95%) of the usable square
feet of the West 101 Business Center is occupied by tenants at any time during any calendar year,
the actual operating expenses during such calendar year shall, for the purposes of this Lease, be
increased to an amount reasonably determined by Landlord to be equivalent to the operating
costs that would have been incurred had the occupancy of the West 101 Business Center been at
least ninety-five percent (95%) during the entire year. Landlord shall prorate the Operating
Expense Component for any partial calendar year.
As used in this Lease, “Operating Expenses” means the costs and expenses incurred by Landlord
in managing, cleaning, operating, maintaining repairing and insuring the Complex and the real
property described on Exhibit “C” and the amortized cost over the anticipated useful life of (but
not the entire capitalized cost of): (i) equipment used in maintenance; and (ii) capital
improvements necessary to preserve or maintain the Complex and all improvements to the real
property on which the Complex is situated or required by any law, rule, regulation or order of any
governmental or quasi-governmental authority. Operating Expenses shall not include those items
set forth in the attached Exhibit “G”.
Operating Expenses shall include, but not be limited to, the total cost incurred for fire and
extended coverage and liability insurance premiums due and payable with respect to the entire
Complex; water; sewer; gardening, lawn and landscape care; paving maintenance, repair and
replacement; snow removal; line painting; sign maintenance; exterior maintenance and repair,
including roofs and building exteriors; security equipment and services and the costs of personnel
and contractors to implement said services; and Landlord’s management fees and administrative
costs (Landlord’s total management fee for the Complex shall not exceed a maximum of five
percent (5%) of the gross receipts of the Complex, with gross receipts defined as the gross
amount paid to Landlord as rent, fees, charges or otherwise for the use and/or occupancy of the
Complex or for any services, equipment, or furnishing provided by Landlord in connection with
such use and/or occupancy).
As used in this Lease, “Real Estate Taxes” means all real estate taxes and installments of special
assessments levied or assessed with respect to the Complex. In the event Landlord obtains a
refund of Real Estate Taxes with respect to a year for which Tenant has previously paid its Pro
Rata Share of Real Estate Taxes in excess of the Base Year, and if such refund results in Tenant
having overpaid its Pro Rata Share of Real Estate Taxes in excess of the Base Year pursuant to
this Section 8, then Landlord shall, promptly refund the amount so overpaid by Tenant.
Tenant shall pay to Landlord, in addition to and along with the rental otherwise payable
hereunder, a sum equal to the aggregate of any municipal, city, county, state or federal excise,
sales, use or privilege taxes legally levied or imposed, or hereafter legally levied or imposed
during the term hereof or any extension or renewal hereof, against or on account of the amounts
payable hereunder or the receipts thereof by Landlord (except state, federal or any other income
9

taxes imposed or levied against Landlord), which shall be paid monthly with the installments or
rental hereinabove provided.
Tenant’s Operating Expense Component shall be paid by Tenant in monthly installments in such
amounts as are estimated and billed by Landlord at the beginning of each twelve (12) month
period commencing and ending on dates designated by Landlord, each installment being due on
the first day of each calendar month. If at any time during such twelve (12) month period, the
parties agree that Landlord has materially underestimated or overestimated the Operating
Expense Component, Landlord shall re-estimate the Operating Expense Component and shall bill
Tenant for any deficiency or promptly refund Tenant for any surplus which may have accrued
during such twelve (12) month period and thereafter the monthly installment payable by Tenant
shall also be adjusted. Within one hundred (100) days after the end of each such twelve (12)
month period, Landlord shall deliver to Tenant a statement of Operating Expenses and Real
Estate Taxes for such twelve (12) month period and the monthly installments paid or payable
shall be adjusted between Landlord and Tenant, and each party hereby agrees that Tenant shall
pay Landlord or Landlord shall refund to Tenant, within thirty (30) days of receipt of such
statement, the amount of any excess or deficiency in the Operating Expenses Component paid by
Tenant to Landlord during such twelve (12) month period. Failure of Landlord to provide the
statement called for hereunder within the time prescribed shall not relieve Tenant or Landlord
from its obligations hereunder. Notwithstanding any audits or financial review initiated by a
federal, state, or county agency or department, Tenant shall have the right from time to time
during the term of the Lease and up to one (1) year after termination of the Lease (but not
exceeding once in any 12 month period) to examine books and records relating to Operating
Expenses, including the right to conduct audits at Tenant’s expense. Such examinations and
audits shall be performed at Landlord’s offices during normal business hours and on reasonable
prior written notice to Landlord.”
9. REPAIRS-ALTERATIONS.
Tenant shall not damage the Premises and shall not permit waste to the Premises. Tenant shall
not make any improvements, additions or alterations to the Premises, or install any equipment
which defaces the Building interior or exterior or negatively affects the structural or mechanical
components of the Building, without the prior written consent of Landlord. No machinery or
equipment shall be bolted or otherwise physically attached to the floors or walls of the Premises
without the prior written consent of Landlord. Landlord may condition Landlord’s approval
upon the condition that any such machinery, equipment, improvements, additions or alterations
be removed at Tenant’s expense upon the termination of this Lease. Tenant shall pay for any
repairs necessary as a result of removal of any such machinery, equipment, improvements,
additions or alterations.
10. UTILITIES AND OTHER SERVICES.
Tenant shall pay for all electricity furnished to the Premises. Landlord shall provide heating,
ventilation, air conditioning, water, sewer, and replacement light bulbs and/or fluorescent tubes
and ballasts for standard overhead fixtures. Landlord shall also provide janitorial services for the
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Premises per the specification listed in Exhibit “2-A” (the “Cleaning Specifications”) which
Exhibit “2-A” is attached hereto and made a part hereof. Landlord shall not be liable for
damages for failure of heat, hot or cold water, air conditioning, sewer service, electric current,
gas, or any other service by reason of breakdown of plant, equipment, or apparatus, shut-down of
any thereof for necessary repairs or alterations, or due to unavailability of fuel, water or any other
substance or utility as a result of war, civil disturbance, strike, lockout, fire, flood, casualty,
governmental regulations, or other conditions beyond Landlord’s reasonable control.
10.1 Additional Landlord Responsibilities. Landlord shall maintain the Premises and
Common Area in good repair and operation and shall correct any conditions existing as
the result of any operational or structural defect or unsoundness (including, but not
limited to: walls; roofs; floors; foundations; stairways; exterior sidewalks and walkways;
and all electrical, plumbing, heating and air-conditioning systems and all building
equipment), unless such maintenance and repairs are caused in part or in whole by the act,
neglect, fault or omission of any duty by the Tenant, its agents, servants, employees or
invitees, in which case Tenant shall pay to Landlord the reasonable cost of such
maintenance and repairs. Landlord shall not be liable for any failure to make any such
repairs or to perform any maintenance unless such failure shall persist for an
unreasonable time after written notice of the need of such repairs or maintenance is given
to Landlord by Tenant. Except as provided in paragraph 15.4 of the Lease, there shall be
no abatement of rent and no liability of Landlord by reason of any injury to or
interference with Tenant's business arising from the making of any repairs, alterations, or
improvements in or to any portion of the Building or the Premises or in or to fixtures,
appurtenances and equipment therein. Tenant waives the right to make repairs at
Landlord's expense under any law, statute or ordinance, now or hereafter in effect.
11. LANDLORD’S ACCESS.
Upon one business day’s prior notice, except in an emergency, Landlord may enter the Premises
during the Term hereof at all reasonable hours for the purpose of inspection, verifying Tenant’s
compliance with this Lease or making repairs or improvements to the Premises or any other
portion of the Building, or for the purpose of exhibiting the same to prospective purchasers,
brokers, lenders or others, or during the last 12 months of the Term or any Renewal Term,
prospective tenants. In an emergency Landlord may enter the Premises at any time without
notice to take such action as Landlord deems to be prudent or necessary.
12. INDEMNITY AND NON-LIABILITY.
12.1 Indemnity. Tenant shall defend, indemnify and hold harmless Landlord, and
Landlord’s employees and agents, from and against any and all claims arising from Tenant’s use
of the Premises, Building or Complex, or from the conduct of Tenant’s business or from any
activity, work, or thing done, permitted, or suffered by Tenant in or about the Premises or the
Building or Complex and shall further defend, indemnify and hold harmless, Landlord and
Landlord’s employees and agents, from and against any and all claims arising from any breach or
default in the performance of any obligation on Tenant’s part to be performed under the terms of
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this Lease or arising solely from gross negligence or willful misconduct of Tenant, or any of
Tenant’s agents, contractors, or employees, and from and against all costs, reasonable attorneys’
fees, expenses and liabilities incurred in the defense of any such claim or any action or
proceeding brought thereon. In the event any action or proceeding is brought against Landlord by
reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant’s
expense by counsel satisfactory to Landlord. Notwithstanding any foregoing provisions hereof to
the contrary, Tenant shall have no obligation to indemnify Landlord from and against any claims
directly resulting from Landlord’s grossly negligent actions or omissions.
Landlord shall defend, indemnify and hold harmless Tenant, and Tenant’s employees and
agents, from and against any and all claims arising from Landlord’s ownership of the Complex or
any activity, work, or thing done, permitted or suffered by Landlord in or about the Complex, and
shall further defend, indemnify and hold harmless Tenant and Tenant’s employees and agents
from and against any and all claims arising from any breach or default in the performance of any
obligation on Landlord’s part to be performed under the terms of this Lease or arising solely from
any gross negligence or willful misconduct of Landlord, or any of Landlord’s agents, contractors,
or employees, and from and against all costs, reasonable attorneys’ fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought thereon. In the
event any action or proceeding is brought against Tenant by reason of any such claim, Landlord
upon notice from Tenant shall defend the same at Landlord’s expense by counsel satisfactory to
Tenant. Notwithstanding any foregoing provisions hereof to the contrary, Landlord shall have no
obligation to indemnify Tenant from and against any claims directly resulting from Tenant’s
negligent actions or omissions.
12.2 Waiver. Tenant, as a material part of the consideration to Landlord for this
Lease, hereby assumes all risk of damage to property or injury to persons in, upon or about the
Premises and/or the Common Area arising from any cause except to the extent caused by the
gross negligence or willful misconduct of Landlord. Tenant hereby waives all claims in respect
thereof against Landlord.
12.3 Liens. Tenant shall have no power to do any act, or to make any contract, that
may create, or be the foundation for, any lien against the Premises, the Center, or any portion
thereof; and, should any such lien be filed, Tenant, at its own cost and expense, shall bond for or
discharge the same within thirty (30) days after the filing thereof. Tenant agrees to pay all sums
of money in respect of any labor, services, materials, supplies or equipment furnished or alleged
to have been furnished to Tenant in or about the Premises which may be secured by any
mechanic's, materialmen's or other lien against the Premises or Landlord's interest therein and
will cause each such lien to be discharged at the time performance of any obligation secured
thereby matures, provided that Tenant may contest such lien upon posting a surety bond pursuant
to A.R.S. § 33-1004, but if such lien is reduced to final judgment and if such judgment or process
thereon is not stayed, or if stayed and said stay expires, then and in each such event Tenant shall
forthwith pay and discharge said judgment.
12.4 Non-liability. Unless directly resulting from facilities controlled by Landlord and
from Landlord’s grossly negligent act or omission and Tenant has notified Landlord, Landlord
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shall not be liable to Tenant for any damage occasioned by: plumbing, electrical, gas, water,
steam or other utility pipes, systems, and facilities, or by the bursting, stopping, leaking or
running of any tank, washstand, closet or waste or other pipes in or about the Premises or
Building by water being upon or coming through the roof, or any skylight, vent, trapdoor or
otherwise or arising from any act or omission of any third party or any tenant of the Complex, its
agents, contractors or employees.
13. INSURANCE.
13.1 Liability Coverage. Tenant shall, at its expense, obtain and keep in force during
the term of this Lease, including any renewal term, a commercial general liability insurance
policy with a combined single limit of not less than $3,000,000 covering bodily injury to one or
more persons and property damage with deductibles in an amount reasonably satisfactory to
Landlord. All policies of insurance required to be provided hereunder by Tenant shall be issued
by insurer(s) licensed and qualified to do business in the State of Arizona, with a current A.M.
Best Company rating of at least AVII. The policy shall be primary and shall name Landlord and
any Mortgagee (as defined in Section 17) as additional insured(s) and shall cover the entire
Complex. Tenant shall increase its liability coverage as may be reasonably requested by
Landlord, if Landlord presents evidence that customary insurance coverage limits for similar
facilities in the Metropolitan Phoenix market area have increased. The establishment of
insurance requirements shall not limit the liability of Tenant under this Lease.
Landlord shall, as a portion of Operating Expenses, obtain and keep in force with a financially
responsible insurance company, during the Term, including any renewal term, a commercial
general liability insurance policy with a combined single limit of not less than $3,000,000
covering bodily injury to one or more persons and property damage. Landlord shall, at its own
expense, insure the Premises, for all perils and risk coverage on the structures(s) including, but not
limited to, fire, wind, burglaries and other casualties.
13.2 Certificates. Tenant shall deliver to Landlord a certificate of insurance under
Tenant’s self-insurance program, making specific reference to the Complex and the Premises,
evidencing the existence and amounts of the insurance required pursuant to this Section 13, as
well as the deductibles. No such self-insurance program shall be nonrenewable, cancelable or
subject to material reduction of coverage or other material modification except after thirty (30)
days’ prior written notice to Landlord. Tenant shall, at least thirty (30) days prior to the
expiration of such self-insurance program, furnish Landlord with renewals or “binders” thereof.
It is expressly understood by Tenant that the receipt of any required insurance
certificate(s) by Landlord hereunder does not constitute agreement that the insurance
requirements of this Section 13 have been fully met or that the self-insurance program indicated
on the certificate are in compliance with all requirements of this Section 13. Further, the failure
of Landlord to obtain certificates or other evidence of insurance from the Tenant shall not be
deemed a waiver by Landlord. Non-conforming insurance shall not relieve Tenant of its
obligation to provide the insurance specified herein. Any failure of Tenant to obtain, maintain,
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or provide copies or certificates of any insurance required hereunder shall constitute a material
and continuing breach of this Lease.
13.3 Property Coverage. Tenant shall maintain in effect, with a financially
responsible insurance company, policies of property insurance covering the full insurable value
of all improvements (other than those described in Exhibit “F”), additions or alterations to the
Premises made without Landlord’s written consent, and all of Tenant’s machinery, equipment,
furniture, fixtures and personal property. Such policies of insurance shall provide protection for
Tenant against all casualties included under standard insurance industry practices within the
classification of “Fire and Extended Coverage” and shall contain a waiver of subrogation
releasing Landlord from all claims and liabilities arising from or caused by any hazard covered
by Tenant’s property insurance. The proceeds from said insurance shall be used to repair or
reconstruct such insured property to the extent required under Section 15 of this Lease.
Landlord shall, as a portion of Operating Expenses as defined in Section 8 of this Lease, maintain
in effect, with a financially responsible insurance company, policies of property insurance
covering the Complex including Landlord’s Work as described in Exhibit “E” and Tenant’s
Improvements as described in Exhibit “F,” (other than the property required to be insured by
Tenant in the preceding paragraph, and other tenant improvements and tenant property) on a
replacement cost basis.
13.4 Release. Notwithstanding anything apparently to the contrary elsewhere in this
Lease, Tenant hereby mutually releases and relieves Landlord from all claims and liabilities
arising from or caused by any hazard covered by property insurance on the Premises or covered
by property insurance in connection with property on or activities conducted in or about the
Premises or Complex or covered by the property insurance required hereunder, regardless of the
cause of the damage or loss, provided that this release shall apply only to the extent that such loss
is covered by such property insurance. Tenant shall, at the earlier of the date of obtaining
insurance coverages or the Commencement Date, give notice to the insurance carriers involved
that the foregoing waiver of liability and subrogation is contained in this Lease.
At Tenant's option, Tenant may provide the coverages required under this Section 13 through
blanket polices of insurance covering other properties of Tenant or Tenant's parent company or,
Tenant may self-insure, so long as, and provided such policy, (a) strictly complies with all other
terms and conditions of this Lease; and (b) contains an endorsement that identifies, with
specificity, the address of the Premises and expressly waives any pro rata distribution
requirement contained in the Tenant’s blanket policy.
13.5 Tenant’s Self-Insurance. Landlord recognizes that Tenant maintains a self-
insured program covering more than the required limits set forth above for general liability, and
covering its deductible on property insurance. Landlord agrees to accept coverage under Tenant's
self- insurance program as meeting the insurance requirements of this Section 13. Landlord
further understands that under a self-insurance program Tenant is unable to extend an additional
insured designation to Landlord or any Mortgagee.
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14. ASSIGNMENT, SUBLETTING AND CORPORATE TRANSACTIONS.
14.1 Lease Transfers. Landlord acknowledges that Tenant has entered into, or may
enter into, intergovernmental agreements with strategic partners for the use of space in the
Premises. Other than what is provided in any existing or future intergovernmental agreement
with Tenant’s strategic partners, Tenant shall not cause or permit, by operation of law or
otherwise, any assignment, sublease, encumbrance, or transfer (a “Lease Transfer”) of this Lease
or any estate or interest herein without the prior written consent of Landlord, which consent shall
not be unreasonably withheld, conditioned, denied or delayed. It shall be deemed reasonable for
Landlord to withhold its consent to a Lease Transfer if: (a) Tenant has already caused or
permitted a Lease Transfer of all or a portion of the Premises; (b) Tenant is in default under the
terms of the Lease; or (c) if the proposed Transferee (as defined below) refuses to provide the
financial assurances, including personal or corporate guarantees, reasonably necessary in order to
assure its ability to honor the obligations of Tenant under the Lease. Landlord may also withhold
consent in the event the use proposed by the Transferee deviates from the Permitted Use
hereunder or overly burdens the Complex parking area or other facilities.
Other than what is provided in any existing or future intergovernmental agreement with
Tenant’s strategic partners, if Tenant wishes to transfer any of its rights, Tenant shall submit in
writing to Landlord (a) the name and legal composition of the proposed assignee, subtenant or
other transferee (a “Transferee”); (b) the nature of the business proposed to be carried on in the
Premises; (c) the terms and provisions of the proposed Lease Transfer; (d) such financial and
other information concerning the proposed Transferee as Landlord may reasonably request; (e)
the form of the proposed assignment, sublease or other agreement governing the proposed Lease
Transfer, and (f) a reminder that failure to respond within thirty (30) days is deemed an approval
of the request. Within thirty (30) days after Landlord receives all such information it shall notify
Tenant whether it approves such Lease Transfer or if it elects to proceed under Section 14.1(b).
In no event may Tenant publicly advertise or offer all or any portion of the Premises for
assignment or sublease without Landlord’s prior written consent and in no event at a rental less
than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the
Building. Without Landlord's prior written consent, Tenant will not use the name or likeness of
the Building in connection with or in promoting or advertising the Premises. Tenant shall pay
Landlord’s reasonable attorneys’ fees incurred in connection with any proposed Lease Transfer.
Other than what is provided in any existing or future intergovernmental agreement with Tenant’s
strategic partners, attempted assignment or subletting without Landlord’s prior written consent
shall constitute a material breach of this Lease. Failure of Landlord to respond within thirty (30)
days after receipt of all of the information listed above shall be deemed approval by Landlord of
the proposed Lease Transfer.
Neither this Lease nor any estate thereby created shall pass to any trustee or receiver in
bankruptcy or any assignee for the benefit of creditors, or by operation of law.
Other than what is provided in any existing or future intergovernmental agreement with
Tenant’s strategic partners, in the event that Landlord shall consent to a subletting of all or any
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portion of the Premises under a sublease which obligates the subtenant to pay a rental at a rate in
excess of Tenant’s Annual Base Rent as set forth in Section 1.11, above, then Landlord and
Tenant shall share the excess rental as paid by the subtenant on a 50%/50% basis.
14.2 Corporate Transactions. Intentionally deleted.
14.3 Name Change. In the event Tenant elects to change its name, and such name
change is not a Lease Transfer or Corporate Transaction requiring Landlord's consent, Tenant
shall provide Landlord with written notice specifically stating that such name change is not a
Lease Transfer or Corporate Transaction requiring Landlord's consent and a copy of the
appropriate documentation issued by the office of the applicable Secretary of State.
14.4 No Release of Tenant. Notwithstanding anything to the contrary contained in
this Section 14, no consent by Landlord to any Lease Transfer or Corporate Transaction shall
relieve Tenant of any obligation to be performed by Tenant under this Lease, whether occurring
before or after such consent, assignment, subletting or other Lease Transfer or Corporate
Transaction, and the Transferee or assignee shall be jointly and severally liable with Tenant for
the payment of rent (or, in the case of sublease, rent in the amount set forth in the sublease) and
for the performance of all other terms and provisions of this Lease. The consent by Landlord to
any Lease Transfer or Corporate Transaction shall not relieve Tenant or any such Transferee or
assignee from the obligation to obtain Landlord’s express prior written consent to any subsequent
Lease Transfer or Corporate Transaction. The acceptance of rent by Landlord from any other
person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a
consent to any Lease Transfer or Corporate Transaction.
15. DAMAGE OR DESTRUCTION.
15.1 Damage to Premises Covered by Insurance. Subject to the terms of Section
15.5 of this Lease, if the Premises are damaged or destroyed by fire or other casualty insurable
under standard fire and extended coverage insurance (the “Event”) so as to become partially or
totally untenantable, the Premises shall be repaired and restored by Landlord and Tenant with due
diligence. The repairs shall commence as soon as reasonably possible following the Event.
Landlord’s obligation to repair and restore shall be limited to the restoration of the work
designated as Landlord’s Work in Exhibit “E” and Tenant Improvements in Exhibit “F” and
Tenant shall be obligated to restore the remainder of the Premises.
15.2 Damage to Premises not Covered by Insurance. If the Premises shall at any
time be damaged or destroyed by a casualty not insurable under standard fire or extended
coverage insurance so as to become partially or totally untenantable, then Landlord shall have the
right to either repair and restore the work designated as Landlord’s Work in Exhibits “E” and “F”
as it relates to the Premises or to terminate this Lease. Such election shall be made by Landlord
upon notice to Tenant within 60 days after the occurrence of such casualty. If Landlord elects to
restore its work, such work shall not exceed what is required to restore the Premises to a
condition similar to that at the time of the original delivery of the Premises to Tenant and, then
Tenant shall be required to repair with diligence the remainder of the Premises. If Landlord
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elects to terminate this Lease, this Lease shall terminate 60 days after the date of the occurrence
of such casualty and all rent shall be adjusted as of such date of termination.
15.3 Destruction of the Complex. If all or any portion of the Complex shall be
damaged or destroyed by fire or other cause (regardless of whether the Premises may be affected
thereby) to the extent that the cost of restoration thereof would exceed 25% of the amount it
would have cost to replace the Complex in its entirety at the time such damage or destruction
occurred, then Landlord may elect to repair that portion of the Complex owned by Landlord
within a reasonable time after such damage or destruction, provided that Landlord shall not be
obligated to expend for such rebuilding and repairing an amount in excess of the insurance
proceeds recovered or recoverable as a result of such damage or destruction, or Landlord may
elect to terminate this Lease upon 30-days’ notice to Tenant, which notice shall be given, if at all,
within 60 days after the date of such occurrence. In the event of such termination, this Lease
shall cease 30 days after such notice is given and all rent shall be adjusted as of that date.
15.4 Rent Abatement. Landlord shall maintain a twelve (12) month rental coverage
endorsement or other comparable form of coverage as part of its fire, extended coverage and
special form insurance. Tenant will receive an abatement of its Annual Base Rent and
Additional Rent to the extent the Premises are rendered untenantable as determined by the carrier
providing the rental coverage endorsement.
15.5 Destruction Cancellation. If the Premises are damaged or destroyed to the
extent that the cost of the restoration would exceed 25% of the amount it would have cost to
replace the Premises in their entirety at the time such damage or destruction occurred, and if the
unexpired portion of the Term of this Lease shall be one year or less on the date of the damage or
destruction, then Landlord may elect to terminate this Lease by giving notice to Tenant of its
election to do so within sixty (60) days after such occurrence. If Landlord exercises such right,
then this Lease shall cease as of the date of such notice and all rent and other charges payable by
Tenant shall adjusted as of that date.
15.6 Waiver. Notwithstanding the destruction of or injury to the Premises or any part
thereof, whether or not the same is rendered untenantable or unfit for occupancy, Tenant shall
have no right under A.R.S. § 33-343, or otherwise, to quit and surrender possession and shall
have no right to any abatement of rent except as specifically provided in this Article 15.
16. EMINENT DOMAIN.
Except as may be otherwise agreed to by Landlord and Tenant as provided in this Section, if 20%
or greater of the Premises as renders the remainder impractical for the Permitted Use, are taken
by any public authority under the power or threat of eminent domain or by private purchase in
lieu thereof, then the term of this Lease shall cease one hundred and eighty (180) days after the
date possession shall be taken by such public authority, and Landlord shall make a pro rata
refund of any Annual Base Rent that may have been paid in advance. In the event that less than
the entire Complex is so taken and the Premises are not in that portion of the Complex so taken
and provided the Premises are not rendered untenantable thereby, then this Lease may be
17

terminated one hundred and eighty days after the date of possession at the option of Landlord. In
the event that only a part of the Premises is so taken and the parties agree that this Lease shall not
so terminate, there shall be a pro rata reduction in Annual Base Rent for the period following
such taking, and all other terms and provisions hereof shall remain in full effect. All damages
awarded for any such taking shall belong to and be the property of Landlord for diminution in
value to the fee of the Premises. Tenant shall be entitled to any portion of the award made to
Tenant for diminution in value to the leasehold interest of the Premises, relocation expenses and
costs, loss of business, and depreciation to and cost of removal of stock and fixtures.
17. MORTGAGEE PROTECTION.
17.1 Subordination of Lease. This Lease shall be subject and subordinate at all times
to the lien of any existing mortgage and other financing documents and the lien of any mortgages
and other financing documents that hereafter may be made a lien upon the Building and the real
property upon which it is situated; provided, however, that the secured party named in each such
mortgage or other financing document (a “Mortgagee”) shall agree to recognize this Lease in the
event of foreclosure if Tenant is not then in default and if Tenant agrees to attorn to such
Mortgagee as Landlord under this Lease. In the event a Mortgagee elects to have this Lease a
prior encumbrance, then and in such event upon Mortgagee notifying Tenant to that effect, this
Lease shall be deemed a prior encumbrance whether this Lease is dated prior or subsequent to the
date of Mortgagee’s encumbrance. Within thirty (30) calendar days following Landlord’s
submittal of all documents associated with a subordination agreement, Tenant will execute and
deliver a subordination agreement in the form of Exhibit “J” attached; provided, however, that
each Mortgagee shall agree to recognize this Lease in the event of foreclosure if Tenant is not
then in default. In the event Tenant fails to comply with the foregoing requirements within thirty
(30) calendar days following Landlord’s request, this Section 17.1 shall constitute Tenant’s
appointment of Landlord as its attorney-in-fact to execute any certificates of subordination and
other accounts desirable to effect the purpose of this Section 17. 1.
17.2 Insurance. Whenever under this Lease policies of insurance or bonds are to be
provided for the benefit of Landlord, the same shall, at the option of Landlord, be made payable
to and shall secure Landlord and/or any Mortgagee.
17.3 Estoppel Certificate. Tenant shall, within thirty (30) calendar days following the
receipt of a request from Landlord, execute and deliver to Landlord an Estoppel Certificate in
the form of Exhibit “K” attached hereto, attesting to the terms and condition of this Lease and the
compliance to date of Landlord with the terms and conditions of this Lease and such other
matters as requested by Landlord concerning the tenancy of Tenant under this Lease. In the event
that Tenant asserts any default by Landlord, Tenant shall set forth such alleged default or defaults
upon the said certificate in detail and attest to the fact that those listed defaults are the only
defaults by Landlord hereunder.
17.4 Mortgagee’s Performance. Intentionally deleted.
17.5 Amendment of Lease for Mortgagee’s Purposes. Intentionally deleted.
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18. LANDLORD’S OPTION TO RELOCATE TENANT’S PREMISES.
Intentionally deleted.
19. SIGNAGE.
Tenant, at its sole cost and expense, shall be permitted to place two building standard signs
containing Tenant’s name on the building fascia and in reasonable proximity to the Premises, the
size and design of said sign to be subject to Landlord’s approval and in compliance with the sign
criteria guidelines as set forth in Exhibit “I”. Tenant, at its sole cost and expense, shall be
permitted to incorporate a building standard sign panel at the monument signs of the Complex.
From time to time, Tenant, at its sole cost and expense, shall be permitted to place temporary
grand opening and special event signs or banners at the Complex in locations that are approved
by Landlord. No other signage shall be displayed by Tenant without the prior written consent of
Landlord. Tenant shall be responsible, at its sole cost and expense, to maintain, repair, and clean
the signage, as is reasonably necessary. Landlord acknowledges and agrees that Tenant shall not
be charged additional rent for monument signage rights for the term of the Lease and any renewal
periods. Tenant acknowledges that this right is not transferable but is specific to Tenant.
20. ENVIRONMENTAL COMPLIANCE.
I. (a) Landlord represents, to the best of its knowledge, that on the Commencement Date,
there is no Hazardous Material in the Complex or on the Premises in violation of any
Environmental Law. Landlord hereby agrees that if at anytime during the term of this Lease
it should be determined that the Complex or Premises were contaminated with Hazardous
Material on the Commencement Date of this Lease or thereafter because of any acts or
omissions of Landlord, Landlord agrees to indemnify and hold Tenant harmless from any
and all claims, liabilities, damages and obligations of any nature arising from or as a result
of such contamination.
II. Tenant represents, warrants, and covenants to Landlord that:
(a) Tenant will cause the Premises at all times to be and remain in compliance with
all applicable laws, ordinances, and regulations (including consent decrees and
administrative orders) relating to public health and safety and protection of the
environment, including those statutes, laws, regulations, and ordinances identified in
subparagraph (f), all as amended and modified from time to time (collectively,
“Environmental Laws”). Tenant agrees to obtain and keep in effect all governmental
permits and approvals relating to the use or operations of the Premises required by
applicable Environmental Laws, and Tenant agrees to comply with the terms of the same.
(b) Tenant will not generate, manufacture, store, treat, transport, release, or dispose of
“Hazardous Material,” as that term is defined in subparagraph (f), on, in, under, about or
from the Premises, Building or Complex, other than in such quantities as are required for
the conduct of Tenant’s business allowed under this Lease, and other than those lawfully
19

incorporated into the Premises, in keeping with good construction practices, as
appropriate building materials, and then only in compliance with all Environmental Laws,
health, safety, handling, reporting and disclosure laws, regulations and rules. Tenant shall
promptly provide to Landlord upon written request, but not more often than once in any
twelve month period unless Landlord has reasonable cause to believe that Tenant is not in
compliance with this Section 20, a detailed list of such materials used in the conduct of
Tenant’s business or incorporated in the Premises, together with copies of all applicable
permits related to such materials, if any. If any Hazardous Material (other than as
permitted in the foregoing sentence) is found on the Premises, or if Tenant or any one of
its employees, agents, contractors, suppliers or invitees causes, contributes to or
aggravates any release or disposal of any Hazardous Material on, in, under or about the
Premises, Building, or Complex, Tenant, at its own cost and expense will immediately
take such action as is necessary to detain the spread of and remove the Hazardous
Material to the complete satisfaction of Landlord and the appropriate governmental
authorities.
(c) Tenant will immediately notify Landlord and provide copies upon receipt of all
written complaints, claims, citations, demands, inquiries, reports, or notices relating to
Tenant’s compliance with Environmental Laws. Tenant will, at its sole cost, promptly
cure and have dismissed with prejudice any such action. Tenant will keep the Premises,
Building and Complex free of any lien imposed pursuant to any Environmental Laws on
account of Tenant’s generation, manufacture, storage, treatment, transportation, release,
or disposal of Hazardous Material.
(d) If Tenant breaches or fails to comply with any of the foregoing warranties,
representations, and covenants, Landlord may cause the removal (or other cleanup
acceptable to Landlord) of any Hazardous Material (other than those expressly authorized
herein) from the Premises, Building or Complex. The costs of such Hazardous Material
removal and any other cleanup (including transportation and storage costs) will be
additional rent under this Lease, whether or not a court or administrative agency has
ordered the cleanup, due and payable on Landlord’s demand. Tenant thereby grants
Landlord, its employees, agents and contractors, access to the Premises to remove or
otherwise clean up any Hazardous Material. Landlord, however, has no affirmative
obligation under this Lease to remove or otherwise clean up any Hazardous Material,
from the Premises, Building or Complex and nothing in this Lease will be construed as
creating any such obligations.
(e) Tenant agrees to indemnify, defend, and hold Landlord and Landlord’s affiliates,
shareholders, partners, directors, officers, employees and agents free and harmless from
and against all losses, liabilities, obligations, penalties, claims, litigation, demands,
defenses, costs, judgments, suits, proceedings, damages (including consequential
damages), disbursements, or expenses of any kind (including attorneys’ and experts’ fees
and expenses and fees and expenses incurred in investigating, defending, or prosecuting
any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by,
asserted, or awarded against Landlord or any of them in connection with or arising from
or out of Tenant’s obligations hereunder.
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This indemnification is the personal obligation of Tenant and shall survive
termination of this Lease. Tenant, its successors, and assigns waive, release, and agree
not to make any claim or bring any cost recover action against Landlord under CERCLA,
as that term is defined in subparagraph (f), or any state equivalent or any similar law now
existing or enacted after this date.
Landlord agrees to indemnify, defend, and hold Tenant and Tenant’s affiliates,
shareholders, partners, directors, officers, employees and agents free and harmless from
and against all losses, liabilities, obligations, penalties, claims, litigation, demands,
defenses , costs, judgments, suits, proceedings, damages (including consequential
damages), disbursements, or expenses of any kind (including attorneys’ and experts’ fees
and expenses and fees and expenses incurred in investigating, defending, or prosecuting
any litigation, claim, or proceeding that may at any time be imposed upon, incurred by,
asserted, or awarded against Tenant or any of them in connection with or arising from or
out of Landlord’s obligations hereunder.
This indemnification is the personal obligation of Landlord and shall survive
termination of this Lease. Landlord, its successors, and assigns waive, release, and agree
not to make any claim or bring any cost recovery action against Tenant under CERCLA,
as that term is defined in subparagraph (f), or any state equivalent or any similar law now
existing or enacted after this date.
For purposes of this Lease “Hazardous Material” means:
i. “Hazardous substances” or “toxic substances” as those terms are defined
by the Comprehensive Environmental Response, Compensation, and Liability Act
(CERCLA), 42 U.S.C. #9601, et seq., as amended to and after this date.
ii. “Hazardous wastes,” as that term is defined by the Resource Conservation
and Recovery Act ("RCRA"), 42 U.S.C. #6901, et seq., as amended to and after
this date.
iii. Any pollutant or contaminant or hazardous, dangerous, or toxic chemicals,
materials, or substances within the meaning of any other applicable federal, state,
or local law, regulation, ordinance, or requirement (including consent decrees and
administrative orders) relating to or imposing liability or standards of conduct
concerning any hazardous, toxic, or dangerous waste substance or material, all as
amended to and after this date.
iv. Crude oil or any fraction of it that is liquid at standard conditions of
temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch
absolute).
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v. Any radioactive material, including any source, special nuclear, or by
product material as defined at 42 U.S.C. #201 1, et seq., as amended to and after
this date.
vi. Asbestos in any form or condition.
vii. Polychlorinated biphenyl’s (PCB’s) or substances or compounds
containing PCB’s.
21. DEFAULT.
21.1 Events of Default. The occurrence of any of the following shall constitute an
“Event of Default” by Tenant:
(a) Tenant fails to make any Monthly Installment or Additional Rent payment when
due.
(b) Tenant fails to make any Monthly Installment or Additional Rent payments when
due under this Lease two (2) or more times during any twelve (12) month period during
the Term.
(c) Tenant abandons the Premises; provided, however, that vacation of the Premises by
Tenant, by itself, shall not constitute an Event of Default hereunder.
(d) Tenant fails to comply with any of the provisions of Section 20 - Environmental
Compliance.
(e) Intentionally deleted.
(f) Tenant fails, within thirty (30) days after the commencement of any proceedings
against Tenant seeking relief under any reorganization, arrangement, consolidation,
readjustment, liquidation, dissolution or similar arrangement or proceeding under any
state or federal bankruptcy or other statute, law or regulation, to have such proceedings
dismissed, or Tenant fails, within thirty (30) days after any appointment pursuant to any
state or federal bankruptcy or other statute, law or regulation, without Tenant’s consent or
acquiescence, of any trustee, receiver or liquidator for the Premises, for Tenant or for all
or any substantial part of Tenant' s assets, to have such appointment vacated.
(g) Tenant fails to perform or comply with any provision of this Lease other than
those described in (a) through (f) above, and such failure is not cured within thirty (30)
days after notice to Tenant or, if such failure cannot be cured within such thirty (30) day
period, Tenant fails within such thirty (30) day period to commence, and thereafter
diligently proceed with, all actions necessary to cure such failure as soon as reasonably
possible; provided, however, that if Landlord in its reasonable judgment determines that
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such failure cannot or will not be cured by Tenant, then such failure shall constitute an
Event of Default immediately upon such notice to Tenant.
21.2 Remedies. Upon the occurrence of an Event of Default, Landlord shall have the
following remedies, which shall not be exclusive but shall be cumulative and shall be in addition
to any other remedies now or hereafter allowed by law:
(a) If Tenant shall have vacated or abandoned the Premises, Landlord may, without
terminating this Lease, change the locks on the doors to the Premises and exclude Tenant
therefrom.
(b) Landlord may, upon notice to Tenant, terminate this Lease, or without notice to
Tenant re-enter the Premises without terminating this Lease. No re-entry or taking
possession of the Premises by Landlord shall be construed as an election on its part to
terminate this Lease unless a notice of such intention is given to Tenant (all other
demands and notices of forfeiture or other similar notices being hereby expressly waived
by Tenant). Upon the service of any such notice of termination, the Term of this Lease
shall terminate ten (10) days following such notice. Should Landlord at any time
terminate this Lease for any breach, in addition to any other remedies it may have, it may
recover from Tenant all damages it may incur by reason of such breach, including the cost
of recovering the Premises, reasonable attorneys’ fees, and the value at the time of such
termination of any rent reserved in this Lease for the remainder of the term, all of which
amount shall be immediately due and payable from Tenant to Landlord.
(c) Landlord may require that, upon any termination of the Lease or Tenant’s right to
possession without termination of this Lease, Tenant shall immediately surrender
possession of the Premises to Landlord, vacate the same and remove all effects therefrom
except those that may not be removed under other provisions of this Lease. If Tenant
fails to surrender possession and vacate as aforesaid, Landlord may forthwith re-enter the
Premises and expel and remove Tenant and any other persons and property therefrom,
using such force as may be necessary, without being deemed guilty of trespass, eviction,
conversion or forcible entry and without thereby waiving Landlord’s rights to rent or any
other rights given Landlord under this Lease or at law or in equity. If Tenant does not
remove all effects from the Premises, Landlord may remove any or all of such effects in
any manner it shall choose and store the same without liability to Tenant. Tenant shall
pay Landlord on demand any expenses incurred in such removal and storage for any
length of time during which the same shall be in Landlord’s possession or in storage.
(d) Landlord can continue this Lease in full force and effect, and the Lease will
continue in effect as long as Landlord does not terminate Tenant’s right to possession,
and Landlord shall have the right to collect Annual Base Rent and Additional Rent when
due. After Tenant’s right to possession is terminated Landlord may enter the Premises
and may make such alterations and repairs as it shall determine may be reasonably
necessary to relet the Premises and Landlord may (but shall not be required to) relet the
same or any part thereof upon such terms and conditions as Landlord in its sole discretion
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may deem advisable. Upon any reletting, all rentals received by Landlord from such
reletting shall be applied as follows: first, to the payment of any indebtedness other than
rent or other charges due under this Lease from Tenant to Landlord; second, to the
payment of any costs and expenses of such reletting, including brokerage fees, reasonable
attorneys’ fees and costs of such alterations and repairs; and third, to the payment of
Annual Base Rent and Additional Rent and other charges due and unpaid hereunder. In
no event shall Tenant be entitled to receive any surplus of any sums received by Landlord
on a reletting in excess of the rental and other charges payable hereunder. If such rentals
and other charges received from such reletting during any month are less than those to be
paid during that month by Tenant, Tenant shall pay any such deficiency to Landlord upon
demand. No act by Landlord allowed by this Section shall terminate this Lease unless
Landlord notified Tenant that Landlord elects to terminate this Lease.
21.3 Receipt of Monies. No receipt of monies by Landlord from or for the account of
Tenant or from anyone in possession or occupancy of the Premises after the giving of any notice
under this Lease, including, without limitation, a notice of termination of this Lease, shall
reinstate, continue or extend the Term of this Lease or affect any notice given to Tenant prior to
the receipt of such money. No payment by Tenant or receipt by Landlord of a lesser amount than
the charges herein reserved shall be deemed to be other than on account of the earliest stipulated
rent or other charges, nor shall any endorsement or statement on any check or on any letter
accompanying any check be deemed to be an accord and satisfaction. Landlord shall not be
deemed to have accepted payment made to a “lockbox” or other depository until five (5) calendar
days after Landlord’s actual receipt of the payment if, and only if, during said period Landlord did
not refund or attempt to refund such payment. Landlord’s consent to or approval of any act by
Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render
unnecessary Landlord’s consent to or approval of any subsequent act by Tenant.
21.4 Bankruptcy. If at any time there exists an act of bankruptcy, which shall include
the filing by Tenant, or any guarantor of a petition in bankruptcy (including, without limitation, a
petition for liquidation, reorganization or for adjustment of debts of an individual with regular
income), the filing of any such petition against Tenant or any guarantor with such party failing to
secure a discharge thereof within 30 days after the filing thereof, or Tenant or any guarantor
becoming insolvent or admitting in writing an inability to pay its debts as they mature, or making
an assignment for the benefit of creditors or petitioning for or entering into an arrangement with
creditors or a custodian being appointed or taking possession of Tenant’s or any guarantor's
property whether or not a judicial proceeding is instituted, then this Lease at Landlord’s option
shall (if permitted by law) be terminated, in which event neither Tenant, any guarantor, nor any
person claiming through or under Tenant or any guarantor or by virtue of any statute or court
order shall be entitled to possession of the Premises. Landlord, in addition to the other rights and
remedies given by this Lease or by virtue of any statute or rule of law, may retain as liquidated
damages any rent or any monies received by Landlord from Tenant or others on behalf of Tenant.
21.5 Legal Expenses. In case suit shall be brought because of the breach of any
agreement or obligation contained in this Lease on the part of Tenant or Landlord to be kept or
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performed, and a breach shall be established, the prevailing party shall be entitled to recover all
expenses incurred therefor, including reasonable attorneys’ fees and legal expenses.
21.6 Landlord’s Right to Cure Default. If Tenant fails to perform any agreement or
obligation on its part to be performed under this Lease, Landlord shall have the right (but shall be
under no obligation), if no emergency exists, to perform the same upon thirty (30) calendar days
notice to Tenant, and, in any emergency, to perform the same immediately without notice or
delay. For the purpose of curing Tenant’s defaults as aforesaid, Landlord shall have the right to
enter the Premises and Tenant shall within thirty (30) calendar days after demand reimburse
Landlord for any costs incurred by Landlord to cure any of Tenant’s defaults, including
reasonable attorneys’ fees. Except for gross negligence or willful misconduct by Landlord,
Landlord shall not be liable for any loss, inconvenience, annoyance or damage resulting to
Tenant or anyone holding under Tenant for any action taken by Landlord pursuant to this Section.
Any act done by Landlord pursuant to this Section shall not constitute a waiver of any such
default by Tenant or a waiver of any covenant, term or condition herein contained or the
performance thereof.
21.7 Rights and Remedies. The rights and remedies given to Landlord in this Lease
are distinct, separate, non-exclusive and cumulative rights and remedies, in addition to every
other remedy at law or in equity, and may be exercised concurrently. No delay or failure by
Landlord to insist upon the strict performance of any agreement, term, covenant or condition
hereof, or to exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial rent during the continuance of any such breach, shall constitute a waiver of any
such breach, agreement, term, covenant or condition. No waiver by Landlord of any breach
(including recurrent failure to timely pay rent) by Tenant under this Lease or of any breach by any
other tenant under any other lease of any portion of the Complex shall affect or alter this Lease in
any way whatsoever or be construed as a waiver of any subsequent breach.
21.8 Default by Landlord. Landlord shall not be deemed to be in default under this
Lease until Tenant has given Landlord written notice specifying the nature of the default and
unless Landlord does not cure the default within thirty (30) calendar days after receipt of the
notice or within such reasonable time thereafter as may be necessary to cure the default where it
is of such a character as to reasonably require more than thirty (30) calendar days to cure. In the
event of a default by Landlord, Tenant's remedies shall be limited to suits for damages and/or
injunctive relief. In no event shall Tenant have the right to terminate the Lease other than that
provided in Exhibit “A.”
22. SURRENDER OF POSSESSION.
22.1 Condition. At the expiration of the term hereof, Tenant shall surrender the
Premises broom-clean in good condition and repair.
22.2 Holding Over. In the event Tenant remains in possession of any part of the
Premises after the expiration of the tenancy created hereunder, without Landlord’s written
consent, Tenant shall be considered a hold-over tenant subject to all of the conditions of this
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Lease insofar as the same are applicable to a hold-over tenant, except that the Monthly
Installment of Annual Full Service Rent Less Electrical payable by Tenant shall be an amount
equal to 100% of the Annual Full Service Rent Less Electrical and Additional Rent paid by
Tenant during the last month of the Term or any Extended Term allowed hereunder for the first
six (6) months. Notwithstanding anything to the contrary contained herein, during any hold-over
tenancy, Tenant shall vacate the Premises within sixty (60) days of receipt of Landlord’s written
notice (“Holdover Notice To Vacate”). If Tenant remains in possession of the Premises after the
Holdover Notice To Vacate without the execution of a new lease, it shall be occupying the
Premises as a tenant at sufferance, subject to all of the conditions of this Lease insofar as the
same are applicable to tenant at sufferance, except that the monthly rent payable by Tenant shall
be an amount equal to 150% of the Annual Full Service Rent Less Electrical and Additional Rent
paid by Tenant during the last month of the Term or any Extended Term allowed hereunder.
Tenant shall indemnify and hold Landlord harmless from and against all claims, liabilities,
damages, costs or expenses, including reasonable attorneys’ fees and costs of defending the
same, incurred by Landlord and arising from Tenant’s failure to timely surrender the Premises,
including (i) any rent payable by or any loss, cost, or actual and reasonable damages, proven by
any prospective tenant of the Premises, and (ii) Landlord’s actual and reasonable damages as a
result of such prospective tenant rescinding or refusing to enter into the prospective lease of the
Premises by reason of such failure to timely surrender the Premises. Nothing contained herein
shall limit Landlord’s right to evict Tenant as allowed under Arizona law. Landlord’s right to
evict Tenant shall comply with Arizona law.
22.3 Fixtures. All partitions, wallcovering, ceilings, sinks, plumbing, floor covering,
and other improvements within the Premises and completed in accordance with Exhibit “E”,
shall become the property of Landlord at the moment of completion of installation. Landlord
may direct Tenant to remove, at Tenant’s sole cost and expense, any other improvements, upon
the termination of this Lease not previously approved by Landlord and any such other
improvements required to be removed as indicated by Landlord at the time of Landlord’s consent
to same. Tenant shall, at its sole cost and expense, remove all plenum wiring and other cabling
located in the ceiling of the Premises upon the termination of this Lease. Tenant shall retain
ownership of all removable trade fixtures and machinery (“Tenant’s Property”) placed in the
Premises by Tenant. Prior to the expiration of the Term, Tenant shall remove all Tenant’s
Property and repair any damages occasioned by such removal at Tenant’s expense. Upon the
failure of Tenant to remove Tenant’s Property prior to expiration of the Term, all remaining
Tenant’s Property shall, at Landlord’s election, be deemed abandoned by Tenant.
23. NOTICES.
Whenever under this Lease, provision is made for notice, such notice shall be in writing, and it
shall be deemed sufficient notice and service, if such notice is delivered personally or by a
nationally-recognized overnight courier service providing proof of delivery or by U.S. certified
mail, postage prepaid, return receipt requested, to Tenant at the address set forth in Section 1.3 or
the Landlord at its then current address for the payment of rent under this Lease. Any notice so
sent shall be effective for all purposes at the time of personal delivery or deposit thereof in the
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U.S. mail. Either party may hereafter change the address for notice stated in Section 1, above, by
notifying the other party in writing of the new address.
24. EARLY OCCUPANCY PERIOD.
Landlord shall permit Tenant to occupy the Premises one (1) week prior to the Commencement
Date (“Early Occupancy Period”), such Early Occupancy Period shall be governed by all of the
terms and conditions of this Lease, including the requirement under Section 13 of this Lease to
maintain insurance. However, Tenant shall not owe Landlord any sums for Annual Base Rent,
Real Estate Taxes or Operating Expenses associated with the Premises during said Early
Occupancy period. Landlord shall be the sole judge as to when the Premises are ready for Early
Occupancy.
25. JOINT AND SEVERAL LIABILITY.
In the event that two or more individuals, corporations, partnerships or other entities (or any
combination of two or more thereof) shall sign this Lease as Tenant, the liability of each
individual, corporation, partnership or other entity to perform all obligations hereunder shall be
deemed to be joint and several. In like manner, in the event that Tenant shall be a partnership or
other business association, the members of which are, by virtue of statute, or general law, subject
to personal liability, then and in that event, the liability of each such member shall be deemed to
be joint and several.
26. QUIET ENJOYMENT.
So long as Tenant is not in default under any of the covenants and agreements of this Lease,
Tenant’s quiet and peaceable enjoyment of the Premises shall not be disturbed by Landlord or by
any person claiming by, through, or under Landlord.
27. BROKERAGE FEES.
Other than the fees paid by Landlord to Cassidy Turley, Tenant warrants that it has not incurred
liability for any real estate brokerage fees or any other fees to any third party in connection with
this Lease and in the event that any third party institutes legal action in an effort to recover
brokerage fees, Tenant shall defend such action and indemnify and hold Landlord harmless from
any related damages, liability or costs.
28. GENERAL.
28.1 Consent. Whenever under this Lease provision is made for Tenant to secure the
consent of Landlord, such consent shall be in writing. The consent by either party to any act by
the other party of a nature requiring consent shall not be deemed to constitute consent to any
similar act.
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28.2 Lease Negotiation. The submission of this Lease for examination does not
constitute an offer, a reservation of or option for the Premises, and this Lease shall become
effective only upon execution and delivery thereof by both parties.
28.3 No Modification. This writing is intended by the parties as a final expression of
their agreement and as a complete and exclusive statement of the terms thereof. No course of
prior dealings between the parties or their officers, employees, agents or affiliates shall be
relevant or admissible to supplement, explain or vary any of the terms of this Lease. No
representations, understandings or agreements have been made or relied upon in the making of
this Lease other than those specifically set forth herein. This Lease can be modified only by a
writing signed by the party against whom the modification is enforceable.
28.4 Severability. If any term or provision of this Lease, or any portion thereof, or the
application thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, then the remainder of this Lease and the application of such term or provision to
persons or circumstances, other than those as to which it is held invalid or unenforceable, shall
not be affected and shall be valid and be enforced to the fullest extent permitted by law.
28.5 Third Party Beneficiary. Nothing contained in this Lease shall be construed so
as to confer upon any other party the rights of a third party beneficiary except rights contained
herein for the benefit of Landlord’s Mortgagee.
28.6 Headings. The headings of the Sections and Subsections herein are for
convenience only, and do not limit or construe the contents of such Sections and Subsections.
28.7 Force Majeure. Whenever a period of time is herein provided for either party to
perform, said party shall not be responsible for, and there shall be excluded from the
computation of such period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, national emergency, acts of a public enemy, governmental restrictions, laws or
regulations, or any other cause or causes, whether similar or dissimilar to those enumerated,
beyond its reasonable control. This Section shall not excuse Tenant from the prompt payment of
rent, additional rent, or any other payments required by the terms of this Lease.
28.8 Parties in Interest. The terms, conditions, covenants and agreements herein
contained shall inure to the benefit of and shall bind the parties hereto and their respective
successors and permitted assigns.
28.9 Waiver. No provisions of this Lease shall be deemed waived unless such waiver
is in writing and signed. The waiver of any breach of any provision of this Lease shall not be
deemed a waiver of such provision or of any subsequent breach of the same or any other
provision of this Lease. No delay or omission in the exercise of any right or remedy shall impair
such right or remedy or be construed as a waiver. Landlord’s acceptance of any payment of rent
due under this Lease shall not be deemed a waiver of any default by Tenant under this Lease,
including Tenant’s recurrent failure to timely make Monthly Installment or Additional Rent
payments, and no endorsement or statement on any check or accompanying any check or
28

payment shall be deemed an accord and satisfaction. Landlord’s consent to or approval of any act
by Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render
unnecessary Landlord’s consent to or approval of any subsequent act by Tenant.
28.10 Jury Trial. Landlord and Tenant hereby mutually waive any and all rights which
either may have to request a jury trial in any proceeding at law or in equity in any court of
competent jurisdiction.
28.11 Limitation of Liability. Tenant acknowledges and agrees that the liability of
Landlord under this Lease shall be limited to its interest in the Building and any judgments
rendered against Landlord shall be satisfied solely out of the proceeds of sale of its interest in the
Complex. No personal judgment shall lie against Landlord upon extinguishment of its rights in
the Complex and any judgment so rendered shall not give rise to any right of execution or levy
against Landlord’s assets other than Landlord’s interest in the Complex. The provisions hereof
shall inure to Landlord’s successors and assigns including any Mortgagee. The foregoing
provisions are not intended to relieve Landlord from the performance of any of Landlord’s
obligations under this Lease, but only to limit the personal liability of Landlord in case of
recovery of a judgment against Landlord.
28.12 Authority. If Tenant is a corporation, partnership or other form of business
entity, each of the persons executing this Lease on behalf of Tenant warrants and represents that
Tenant is a duly organized and validly existing entity, that Tenant has full right and authority to
enter into this Lease and the persons signing on behalf of Tenant are authorized to do so and have
the power to bind Tenant to this Lease. Tenant shall provide Landlord upon request with
evidence reasonably satisfactory to Landlord confirming the foregoing representations.
28.13 Attorneys’ Fees. In the event suit is brought for the recovery of the Premises, or
any sum due hereunder, or because of any act which may arise out of possession of the Premises,
the prevailing party shall be entitled to recovery of all costs incurred therein, including
reasonable attorneys’ fees.
28.14 No Partnership. Nothing contained in this Lease shall be interpreted as creating
a partnership, joint venture, or relationship of principal and agent between Landlord and Tenant,
it being understood that the sole relationship created hereby is one of landlord and tenant.
28.15 Applicable Law. This Lease shall be governed by and construed in accordance
with the laws of the State of Arizona.
28.16 Entire Agreement.
(a) This Lease contains the entire understanding and agreement of the parties hereto.
All prior negotiations, understandings and agreements between the parties have been
incorporated herein and are superseded hereby.
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(b) Tenant acknowledges and agrees that no prior information provided or statements
made by Landlord or its agent(s) (“Prior Information”), including without limitation, estimated
Operating Expenses and Real Estate Taxes, any other financial matters, and any matters related
to:
(i) Any of the premises in the Building or Complex;
(ii) The Building itself or the Complex itself; or
(iii) The number or kind of tenants in the Building or Complex,
have in any way induced Tenant to enter into this Lease.
(c) Tenant acknowledges that prior to entering into this Lease, the Tenant has
satisfied itself of all its concerns by conducting an independent investigation of the validity of
such Prior Information.
28.17 Restrictive Covenants at West 101 Business Center. Tenant’s use of the
Premises shall comply with the restrictive covenants now in force or later imposed on the
Premises.
28.18 Additional Terms. Additional terms to this Lease, if any, are attached as
Exhibit “A” and Exhibit “B”.
28.19 Waivers by Tenant. Intentionally deleted.
28.20 Counterparts/Facsimile Signatures. This Lease may be signed in counterparts,
and all counterpart signature pages when taken together shall constitute one and the same
instrument. This Lease may be executed and delivered by facsimile signature for execution on
the part of one or more parties hereto and upon one party sending via facsimile to another party a
facsimile copy of a signature page showing the sending party's execution or signature, the
sending party shall be bound by such signature or execution.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and
year first above written.
LANDLORD:
SWRE DEAL V BUILDING, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By SWRE DEAL V, LLC
Its sole member
By ViaWest Properties, LLC
Its Manager
By
Steven Schwarz, Manager
TENANT:
MARICOPA COUNTY, a political subdivision of
the State of Arizona
By __________________________________
Chairman of the Board
ATTEST:
____________________________
Clerk of the Board
Date:__________________
This Lease has been reviewed by the undersigned County Attorney, who has determined that it is
proper in form and is within the power and authority granted under the laws of the State of
Arizona.
____________________________________
County Attorney
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EXHIBIT “A”
ADDITIONAL TERMS AND CONDITIONS
This Exhibit forms a part of the Lease dated ____________________, 2014, by and between
SWRE DEAL V BUILDING, LLC, a Delaware Limited Liability Company, Landlord, and
Maricopa County, a political subdivision of the State of Arizona, Tenant. The parties further
agree as follows:
1. Free Rent. Notwithstanding any provision of this Lease to the contrary, but
subject to the condition that Tenant is not in default in the performance of any of its obligations
under this Lease, Landlord hereby releases Tenant from the obligation to pay its monthly
installment of Annual Full Service Rent Less Electrical for the first three (3) months of the Lease
following the Commencement Date (“Free Rent Period”); provided, however, that in the event that
Tenant defaults in the performance of any of its obligations under the Lease subsequent to the
Free Rent Period and fails to cure such default within the applicable cure period, then the amount
of Annual Full Service Rent Less Electrical which Tenant was released from the obligation to
pay during the Free Rent Period shall become immediately due and payable to Landlord as
additional rent hereunder. During the said Free Rent Period, Tenant shall remain obligated to pay
Landlord for all other charges payable pursuant to the Lease.
2. Termination Right. Provided Tenant is not then in default of this Lease, then
commencing on July 1, 2015, Tenant shall have the option to terminate this Lease effective any
July 1st of Tenant’s fiscal year (“Termination Right”) provided Tenant has given Landlord no
less than six (6) months prior written notice (the “Termination Notice”). The Termination Right
shall be effective only in the event Tenant fails to obtain necessary governmental funding.
Additionally, Tenant shall pay to Landlord a termination fee equal to the sum of the unamortized
balance of Forty-nine Thousand Two Hundred Seventy-four and 00/100 Dollars ($49,274.00)
amortized at eight percent (8%) over sixty (63) months as an example calculation based upon a
September 1, 2014, Commencement Date as depicted in Exhibit “B”.
The Termination Fee shall be paid by Tenant simultaneously with delivery of the Termination
Notice to Landlord. If the Termination Fee is not paid simultaneously with the Termination
Notice, the Termination Right shall not be effective and the Lease shall remain in full force and
effect.
Landlord and Tenant acknowledge that this Lease is subject to the provisions of A.R.S. 38-511.
3. Option to Extend At the expiration of the initial term of this Lease, if this Lease
shall then be in full force and effect and Tenant shall have fully performed all of its terms and
conditions, Tenant shall have the right and option to extend the term of this Lease for two (2)
successive separate periods at five (5) years each (each such five-year period being an “Option
Period”), upon the same terms and conditions stated in this Lease, except that the Annual Base
Rent shall be at the Market Rent as determined per Exhibit “A”, Section 4. If Tenant elects to
exercise an option for any Option Period, Tenant shall do so by giving Landlord notice of such

election at least nine (9) months before the beginning of the Option Period for which the Term of
this Lease is to be extended by the exercise of such option.
4. Market Rent Determination.
(a) Definition. “Market Rent” means the market net rental rate for the premises in
question with respect to the time period in question, taking into account all pertinent factors
including but not limited to the then existing condition of the premises in question, the size of the
premises in question, the term in question, the location and quality of the Building and Building
amenities, and assuming the Landlord to be a prudent person willing to lease, but being under no
compulsion to do so, and assuming the Tenant to be a prudent person willing to lease, but being
under no compulsion to do so.
(b) Landlord’s Notice of Market Rent. Whenever Annual Base Rent under this Lease
is based on Market Rent, Landlord shall provide Tenant written notice (“Landlord’s Notice”) of
the Market Rent within thirty (30) days after Tenant notifies Landlord of Tenant’s exercise of
either Tenant’s option to extend this Lease or Tenant’s exercise of any of its rights of first refusal
to which Market Rent is applicable.
(c) Tenant’s Notice of Disagreement on Market Rent. If Tenant does not agree with
Landlord’s determination of Market Rent, Tenant shall give notice to Landlord of Tenant’s
disagreement with the Market Rent (“Tenant’s Notice of Disagreement”) set by Landlord,
together with Tenant’s determination of Market Rent, within twenty (20) days after receipt of
Landlord’s Notice. In the event Tenant fails to provide Tenant’s Notice of Disagreement, the
Market Rent as specified in Landlord’s Notice shall be deemed to be the Market Rent. Landlord
and Tenant shall negotiate such Market Rent in good faith. If within thirty (30) days after
Landlord’s Notice as described in this Section Landlord and Tenant are not able to mutually
agree on Market Rent, Tenant may either revoke its exercise of its applicable option to extend or
rights of first refusal, or elect to determine Market Rent pursuant to the mechanism described in
Exhibit A, Section 4(d). If Tenant does not revoke the exercise of its applicable option, pending
determination of Market Rent, Tenant shall nevertheless pay, subject to subsequent adjustment,
Annual Rent at the rate set out in the notice given by Landlord pursuant to this Section.
(d) Market Rent Determination Mechanism. If Tenant does not revoke the exercise of
its option, then each party shall choose either (i) a real estate professional with not less than ten
(10) years’ recognized experience in determination of commercial rental rates in the Phoenix
metropolitan area, or (ii) a member in good standing of the American Institute of Real Estate
Appraisers (or successor organization or, if no such organization exists, a person of similar
professional qualifications), with the designation M.A.I., and shall give notice of the name and
address of such person to the other within thirty (30) days of Tenant’s Notice of Disagreement.
Those two (2) persons shall within fifteen (15) days after designation select a third person
meeting the qualifications set forth in the preceding sentence. The three (3) persons (hereinafter
the “Experts”) shall make a determination of Market Rent as expeditiously as possible thereafter
but in no event shall the determination be made more than ninety (90) days after Tenant’s Notice
of Disagreement. The determination for the Experts shall be made as follows:
2

(i) Each Expert will independently determine the Market Rent and
simultaneously disclose to each other his or her separate determination.
(ii) If the high Market Rent is less than ten percent (10%) higher than the
middle Market Rent and the low Market Rent is less than ten percent
(10%) lower than the middle Market Rent, the average Market Rent of the
three Experts shall be the Market Rent.
(iii) If either the high Market Rent or the low Market Rent deviates from the
middle Market Rent by more than ten percent (10%) then the average of
the two Market Rents closest by dollar amount shall be the Market Rent.
(iv) The Experts shall promptly notify Landlord and Tenant of the
determination of the Market Rent.
Upon the Experts’ determination of Market Rent, such determination shall be final and binding
on the parties. Any rent previously paid by Tenant at other than Market Rent on the applicable
space shall be retroactively adjusted. Each party will pay any and all fees and expenses incurred
in connection with such party’s Expert and the fees and expenses for the third Expert will split
equally between Landlord and Tenant.
5. Parking. As of the Commencement Date, Tenant shall have the right to use,
in common with others, at least 4 parking stalls per 1,000 square feet of the Premises
6. Tenant’s Right of First Refusal. Intentionally Deleted.
3

EXHIBIT “B”
EARLY TERMINATION OPTION
EXAMPLE OF EARLY TERMINATION PAYMENT CALCULATION
Termination Effective as of Amount of Termination Payment assuming a
1st day of July:_______ September 1, 2014, Commencement Date_
July 1, 2015 $42,345
July 1, 2016 $30,485
July 1, 2017 $18,626
July 1, 2018 $6,766
July 1, 2019 $2,813
4

EXHIBIT “C”
COMPLEX LEGAL DESCRIPTION
Lot 5 of the West 101 Commerce Center according to the plat of record in the office of the County
Recorder, Maricopa County, Arizona recorded as Book 787, Page 22 and corrected by Affidavit of
Correction recorded as Recording No. 2005-1888625 and Recording No. 2008-285786 records of
Maricopa County, Arizona.

EXHIBIT “D”
PREMISES AND BUILDING SITE PLAN
BUILDING SITE PLAN

PREMISES
2

EXHIBIT “E”
Intentionally Deleted
3

EXHIBIT “F”
“TENANT IMPROVEMENTS”
Landlord shall, at its sole cost and expense, complete the installation of Tenant Improvements
substantially as described in the set of preliminary plans as prepared by CITY SPACES dated
April 19, 2014, and as updated with notes dated April 22, 2014, Project CS-249 (the "Plans") as
depicted below at a total preliminary cost of$95,881.19. Tenant shall reimburse Landlord, up to
$95,881.19 for the cost of the Tenant Improvements. Landlord shall have the right to require that
Tenant pay, in advance, any costs caused by changes to the Plans which have been made at
Tenant's request. All Tenant Improvements shall be subject to the approved Plans, consistent
with Landlord’s building specifications and consistent with other Tenant Improvements in the
Building.

EXHIBIT “G”
OPERATING EXPENSE EXCLUSIONS
a. the cost of decorating, redecorating, special cleaning, or other services not provided on a
regular basis to all tenants of the Building (costs of decorating the Common Areas for holidays
and the like shall be considered an Operating Expense);
b. any costs associated with the initial non-recurring interior or initial non-recurring exterior
landscaping associated with the original construction of the Complex;
c. Landlord's general overhead (including salaries and cost of benefits for building
personnel above the grade level of general manager) except for the management fee specifically
set forth in Section 8;
d. wages, salaries, fees, and fringe benefits paid to executive personnel or officers or
partners of Landlord and compensation or benefits provided to clerks, attendants, or other
persons in commercial concessions operated by Landlord or others;
e. all costs relating to activities for the solicitation and execution of leases for space in the
Complex including promotional and advertising expense;
f. costs of correcting items which are the result of defects in the design or construction of
the Building or the materials used in the construction of the Building (including but not limited
to latent defects in the Building) or in the Building equipment or appurtenances thereto, except
that, for the purposes of this subsection, conditions resulting from ordinary wear and tear and use
shall not be deemed defects;
g. costs of initial cleaning of, and rubbish removal from, the Building to be performed prior
to final completion of construction of the Building or Common Areas;
h. any increase in the cost of Landlord’s insurance caused by the specific uses of another
tenant.
i. the cost of any items for which Landlord is reimbursed by insurance, or otherwise
compensated by a tenant, or another party other than by tenants of the Building, pursuant to
clauses similar to Section 8 of the Lease;
j. any operating cost representing an amount paid to a related corporation, entity or person
which is in excess of the fair market value of similar services in the Phoenix, Arizona suburban
office market;

k. the cost of any work or services performed for or facilities furnished to any tenant of the
Building to a greater extent or in a manner more favorable to such tenant than is available to
Tenant:
l. costs, including costs of plans, construction, permit, license and inspection costs, incurred
with respect to the installation of tenant improvements made for tenants in the Building or
incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space
for tenants or other occupants of the Building;
m. except as otherwise specifically included in Operating Expenses as set forth in the Lease,
the cost of regular and overtime wages and salaries or any other expenses to Landlord in curing
its defaults or performing work expressly provided in this Lease to be borne at Landlord's
expense;
n. any costs, fines, or penalties incurred due to violation by Landlord of any law or other
governmental rule or authority, provided such costs, fines or penalties were not caused by
Tenant.
o. damage and repairs necessitated by the negligence or willful misconduct of Landlord or
Landlord's employees, contractors or agents;
p. attorney's, accountants and other professionals fees and expenses incurred in connection
with: negotiations or disputes with tenants, other occupants, or prospective tenants or other
occupants; accounting, legal or other professional fees relating to the ownership, construction, or
sale relating of the Building or the Office Complex except as specifically provided in this Lease.
q. finance charges, interest and other payments on any mortgages and/or other debt
encumbering the Building or Common Areas, or obligation in the nature of a mortgage or other
project financing and rental payments on any ground lease or other underlying lease;
r. except for costs associated with the rental of equipment in an emergency situation, rental
payments incurred in leasing air conditioning systems, elevators or other equipment ordinarily
considered to be of a capital nature, except operating/maintenance equipment not affixed to the
Building or Common Areas which is used in providing janitorial or similar services;
s. any charge for Landlord's income tax, excess profit tax, franchise tax, gross receipts, or
like tax on Landlord's business or resulting from Tenant's lease with Landlord, except that in the
event a “rental tax” is ever applied to the rent paid, that tax will be the responsibility of each
tenant.
t. The cost of subscriptions, political donations, professional fees (except as specifically
provided in the Lease), travel costs, entertainment and all other dues and donations;
u. Except for Landlord’s management fee, any charges that would result in Landlord
collecting in excess of one hundred percent (100%) of all Operating Expenses.
2

EXHIBIT “H”
RULES AND REGULATIONS
To the extent these Rules and Regulations are inconsistent with the Lease and/or any of the other
exhibits to the Lease, the terms of the Lease and other exhibits shall control.
1. Sidewalks, halls, passages and stairways shall not be obstructed by Tenant or used for any
purpose other than for ingress to and egress from the Premises.
2. The Common Areas including, but not limited to, halls, passages, entrances, stairways,
balconies and roof are not for the use of the general public, and Landlord shall in all cases have
the right to control and prevent access thereto by all persons whose presence in the judgment of
Landlord shall threaten the safety, character, reputation or interests of the Complex and its
tenants, provided, that nothing contained herein shall be construed to prevent such access to
persons with whom Tenant normally deals in the ordinary course of its business unless such
persons are engaged in illegal activities.
3. The sashes, sash doors, windows, glass lights and any lights or skylights that reflect or
admit light into the halls or other places of the Building's common areas shall not be covered or
obstructed. The toilet rooms, water and wash closets and other water apparatus shall not be used
for any purpose other than that for which they were constructed, and no foreign substance of any
kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage,
resulting from the violation of this rule shall be borne by the tenant who, or whose employee,
agent or visitor, shall have caused it.
4. If Landlord, by a notice in writing to Tenant, shall object to any curtain, blind, shade or
screen attached to, or hung in, or used in connection with, any window or door of the Tenant’s
Premises, such use of such curtain, blind, shade or screen shall be discontinued forthwith by
Tenant. No awnings shall be permitted on any part of the Premises or the Building.
5. Tenant shall not place a load upon any floor of the Building which exceeds the load per
square foot which such floor was designed to carry and which is allowed by law.
6. Tenant shall not bring into or keep in or about the Building or the Complex any animals
(except assistance dogs), birds or aquariums.
7. Tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys of
offices, rooms and toilet rooms which shall have been furnished Tenant or which Tenant shall
have had made.
Page 1 of 3
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8. Tenant assumes full responsibility for protecting its space from theft, robbery and
pilferage which includes keeping doors locked and windows and other means of entry to the
Premises closed.
9. Tenant shall not make any room-to-room canvass to solicit business from other tenants in
the Complex and shall not exhibit, sell or offer to sell, use, rent or exchange to retail customers in
or from the Premises.
10. Tenant shall supervise all contractors, contractor's representatives and installation
technicians, rendering any service to Tenant and Tenant shall be liable for damage caused or
clean-up required in connection therewith. This provision shall apply to all work performed in
the Building including installations of telephones, telegraph equipment, electrical devises and
attachments and installations of any nature affecting floors, walls, woodwork, trim, windows,
ceilings, equipment or any other physical portion of the Building.
11. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully
with Landlord to assure the most effective operating of the Building's heating and air
conditioning.
12. Tenant shall not do any cooking in the Premises or engage any coffee cart service except
for incidental cooking (i.e. lunchroom microwaving, on-site coffee exclusively serving Tenant’s
employees).
13. No portion of the Premises or any other part of the Building shall at any time be used or
occupied as sleeping or lodging quarters.
14. Tenant shall, and shall use reasonable efforts to cause its employees, agents, and invitees
to, observe and comply with all driving and parking signs and markers on the property
surrounding the Building.
15. Tenant shall give prompt notice to Landlord of any accidents to or defects in the Building,
including, but not limited to, plumbing, electrical, mechanical, roofing, floors, glass, walls or
doors.
16. The directories of the Building shall be used exclusively for the display of the name and
location of the Building tenants. Any additional names requested by Tenant to be displayed in
the directories must be approved by Landlord and, if approved, will be provided at the sole
expense of Tenant.
17. Tenant shall clean its loading areas and front, side and other entrances on a regular and
timely basis. If, after giving Tenant notice, Tenant has failed to clean its loading areas as
provided herein, Landlord reserves the right to clean such areas at Tenant’s expense.
Page 2 of 3

18. Tenant shall use reasonable efforts to notify Landlord and provide copies to Landlord if
Tenant uses the name of the Complex, other than as the address of Tenant’s business, or if
Tenant uses pictures of the Premises in advertising or other publicity. Tenant shall not, without
the prior consent of Landlord, use pictures of the Complex in advertising or other publicity.
19. Except as otherwise specifically set forth in this Lease, Tenant shall not be permitted to
do any of the following without the prior consent of the Landlord:
(a) Store on any part of the property surrounding the Building any vehicles, product,
equipment or any other property.
(b) Install permanent or temporary signs on the Building or any part of the property
surrounding the Building.
(c) Place any lettering on doors or windows located in the Building.
(d) Go upon the roof of the Building.
(e) Attach, hang or use any curtains, blinds, shades or screens, other than those
installed by Landlord, on any window or door of the Building, or remove any curtains,
blinds, shades or screens; provided, however, that Tenant may, without the consent of
Landlord, repair or replace existing curtains, blinds, shades or screens so long as such
replacements are of the same color, size, quality and specifications as those originally
installed by Landlord.
20. Landlord reserves the right to make such other and reasonable rules and regulations as in
its judgment may from time to time be needed for the safety, care and cleanliness of the Building
and the Complex, and for the preservation of good order therein.
Page 3 of 3

EXHIBIT "I"
SIGN CRITERIA
WEST 101 BUSINESS CENTER
The intent of this sign criteria is to establish and maintain guidelines consistent with the signage
policies of the Landlord and the City of Phoenix. Further, the purpose is to assure a standard
conformance for the design, size, and materials used for tenant identification. The following
specifications are to be used for design of your sign; however, in all cases final written
approval by Landlord’s management is required prior to manufacturing and installation of
all signs.
WRITTEN APPROVAL AND CONFORMANCE WITH THIS SPECIFICATION DOES
NOT IMPLY CONFORMANCE WITH LOCAL CITY AND OTHER APPLICABLE
SIGN CODES. YOUR SIGN MUST BE PERMITTED AND MUST COMPLY WITH
THE CITY OF PHOENIX'S SIGN CODES AND A RECEIPT OF A SIGN PERMIT
MUST BE RECEIVED PRIOR TO MANUFACTURING AND INSTALLATION OF ALL
SIGNS. Signs installed without written approval of the Landlord may be subject to removal and
proper installation at Tenant's cost. Damages may be assessed to cover cost of repairs to sign
facia or removal of signage resulting from unapproved installation.
PROCEDURE: Scale drawings of proposed sign and building elevation location must be
submitted in three (3) copies to Carlson Real Estate Company, 1241 West Warner Road, Suite
110, Tempe, AZ 85284, for written approval. One copy will be returned to the contracted sign
company, one copy will be returned to the TENANT and one copy shall be retained in the lease
file.
GENERAL REQUIREMENTS
1. SIZE OF SIGN. Letter depth is 2". All letter sizes shall be 24" for one line
of copy, 10” for two lines with a 4” separation between copy.
2. STYLE OF SIGN
a) Letterstyle shall be Helvetica Medium
b) Logos are restricted to 25% of the sign area and only with Landlord
approval.
c) No labels shall be permitted on the exposed surface of signs, except those
required by local ordinance. Those required must be installed in an
inconspicuous location.

3. MATERIAL
a) Individual reverse pan channel metal letter, either 22 gauge paint-loc sheet
metal or minimum .063 aluminum construction.
4. PLACEMENT OF LETTERS
a) If fascia is constructed of brick, NO HOLES SHALL BE
DRILLED IN BRICK. All drill holes must be in mortar. All penetrations
of the building structure required for sign installation shall be neatly sealed
in a water tight condition.
b) If structural I-beams have to be penetrated, a structural
engineer MUST be consulted. There is to be NO drilling until the
structural engineer's report has been assessed and approved by the
LANDLORD. ABSOLUTELY NO CUTTING BY A TORCH IS
ALLOWED AT ANY TIME.
c) All copy must be centered horizontally and vertically over
tenant space and centered on sign band as approved by Landlord.
d) No unusual letter spacing shall be used to stretch or extend copy area.
e) Letters shall be stud mounted.
f) Tenant and his/her sign contractor shall repair any damage
caused during installation or removal of signage.
5. DETAIL DRAWING
a) Elevation of building fascia and sign shall be drawn using a
minimum 1/4" to 1' scale.
6. ADDRESS SIGNS. Each office is required to display a street address and suite
number above the storefront door and service door. Address signs are to be 6" vinyl. The
color shall be Oyster #220-100.
7. THE FOLLOWING ARE NOT PERMITTED
a) Roof or box signs.
b) Cloth signs or streamers hanging in front of business.
c) Exposed seam tubing.
d) Animated or moving components.
e) Intermittent or flashing illumination.
f) Iridescent painted signs.
g) Letter mounted or painted on illuminated panels.
2

h) Signs or letters painted directly on any surface except as herein provided.
i) Except as provided herein, no signs will not be permitted to be installed
outside the Premise or placed along perimeter of Complex.
j) No window signage is allowed.
8. REQUIREMENTS.
a) Should TENANT cause any signage to be removed, said
TENANT shall be responsible for the expense required for removal and
repair created by such removal to place the area back to its original
condition.
b) All permits for signs, installation, relocation, change of
copy, design alteration, remodeling and maintenance shall be made by the
designated sign company.
9. SIGN AREA ALLOWED
The total aggregate area of one (1) face of all signs on the premises
pertaining to any one business shall not exceed 50 square feet. However,
if the portion of the building adjacent to its lot's street-property line
measured more than 50 feet, then the aggregate area of one face of all such
signs on the premises may be increased in area at the rate of one (1) square
foot of sign area for each foot of building frontage in excess of 50 lineal
feet; but the total aggregate area of one face of all such signs on the
premises shall not exceed 100 square feet for each business.
Any request for signage in excess of the ordinance requirement will
require a variance from the City of Phoenix, and approval of the Landlord.
Obtaining such variances is the sole responsibility of the TENANT.
3

EXHIBIT “J”
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
(Fee Transaction Form)
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement") is
made by and between _______________________________________________, a
___________________________________ ("Lender") and Maricopa County, a political subdivision of the State
of Arizona with its principal place of business at 301 West Jefferson, Phoenix, Arizona, 85003 ("Tenant").
RECITALS:
A. Lender has made or is about to make a loan (together with all advances and increases, the “Loan”) to
SWRE DEAL V BUILDING, LLC, a Delaware Limited Liability Company ("Borrower").
B. Borrower, as landlord, and Tenant have entered into a lease dated
________________ as amended by amendments dated ____________________ (the "Lease")
which leased to Tenant approximately 4,702 square feet of office space at 1850 North 95th
Avenue in Phoenix, Arizona and all other rights provided to Tenant under the Lease (the
"Leased Space") located in the Property as defined in Exhibit “A” Legal Description (the
“Property”) attached hereto and made a part hereof.
C. The Loan is or will be secured by the [Open-End] Mortgage, Assignment
of Leases and Rents, Fixture Filing Statement and Security Agreement recorded or to be recorded
in the official records of the County of ______, State or Commonwealth of______ (together with
all advances, increases, amendments or consolidations, the "Mortgage") and the Assignment of
Leases and Rents recorded or to be recorded in such official records (together with all
amendments or consolidations, the "Assignment"), assigning to Lender the Lease and all rent,
additional rent and other sums payable by Tenant under the Lease (the "Rent").
D. The Mortgage encumbers the real property, improvements and fixtures
located at 1850 North 95th Avenue in the City of Phoenix, County of Maricopa, State of Arizona,
commonly known as West 101 Business Center, and described on Exhibit "A" (the "Property").
IN CONSIDERATION of the mutual agreements contained in this
Agreement, Lender and Tenant agree as follows:
1. The Lease and all of Tenant's rights under the Lease are and will remain
subject and subordinate to the lien of the Mortgage and all of Lender's rights under the Mortgage
and Tenant will not subordinate the Lease to any other lien against the Property without Lender's
prior consent.
2. This Agreement constitutes notice to Tenant of the Mortgage and the
Assignment and, upon receipt of notice from Lender, Tenant will pay the Rent as and when due

under the Lease to Lender and the payments will be credited against the Rent due under the
Lease.
3. Tenant does not have and will not acquire any right or option to purchase
any portion of or interest in the Property.
4. Tenant and Lender agree that if Lender exercises its remedies under the
Mortgage or the Assignment and if Tenant is not then in default under this Agreement and if
Tenant is not then in default beyond any applicable grace and cure periods under the Lease:
(a) Lender will not name Tenant as a party to any judicial or non-judicial
foreclosure or other proceeding to enforce the Mortgage unless joinder is required under
applicable law but in such case Lender will not seek affirmative relief against Tenant, the Lease
will not be terminated and Tenant's possession of the Leased Space will not be disturbed;
(b) If Lender or any other entity (a "Successor Landlord") acquires the
Property through foreclosure, by other proceeding to enforce the Mortgage or by deed-in-lieu of
foreclosure (a "Foreclosure"), Tenant's possession of the Leased Space will not be disturbed
and the Lease will continue in full force and effect between Successor Landlord and Tenant; and
(c) If, notwithstanding the foregoing, the Lease is terminated as a result of a
Foreclosure, a lease between Successor Landlord and Tenant will be deemed created, with no
further instrument required, on the same terms as the Lease except that the term of the
replacement lease will be the then unexpired term of the Lease. Successor Landlord and Tenant
will execute a replacement lease at the request of either.
5. Upon Foreclosure, Tenant will recognize and attorn to Successor
Landlord as the landlord under the Lease for the balance of the term. Tenant's attornment will be
self-operative with no further instrument required to effectuate the attornment except that at
Successor Landlord's request, Tenant will execute instruments reasonably satisfactory to
Successor Landlord confirming the attornment.
6. Successor Landlord will not be:
(a) liable for any act or omission of any prior landlord under the Lease
occurring before the date of the Foreclosure except for repair and maintenance obligations of a
continuing nature imposed on the landlord under the Lease;
(b) required to credit Tenant with any Rent paid more than one month in
advance or for any security deposit unless such Rent or security deposit has been received by
Successor Landlord;
(c) bound by any amendment, renewal or extension of the Lease that is
inconsistent with the terms of this Agreement or is not in writing and signed both by Tenant and
landlord;
(d) bound by any reduction of the Rent unless the reduction is in connection
with an extension or renewal of the Lease at prevailing market terms or was made with Lender's
prior consent;
2

(e) bound by any reduction of the term1 of the Lease or any termination,
cancellation or surrender of the Lease unless the reduction, termination, cancellation or surrender
was exercised as specifically set forth in the Lease or occurred during the last 6 months of the
term or was made with Lender's prior consent;
(f) bound by any amendment, renewal or extension of the Lease entered into
without Lender's prior consent if the Leased Space represents 50% or more of the net rentable
area of the building in which the Leased Space is located, provided, however, Lender’s consent
shall not be required in connection with Tenant’s amendment, extension, renewal or expansion
rights exercised as specifically set forth in the Lease;
(g) subject to any credits, offsets, claims, counterclaims or defenses that
Tenant may have that arose prior to the date of the Foreclosure or liable for any damages Tenant
may suffer as a result of any misrepresentation, breach of warranty or any act of or failure to act
by any party other than Successor Landlord;
(h) bound by any obligation to make improvements to the Property,
including the Leased Space, to make any payment or give any credit or allowance to Tenant
provided for in the Lease or to pay any leasing commissions arising Out of the Lease, except that
Successor Landlord will be;
(i) bound by any such obligations provided for in the Lease;
(ii) bound by any such obligations if the overall economic terms of the Lease
(including the economic terms of any renewal options) represented market
terms for similar space in properties comparable to the Property when the
Lease was executed; and
(iii) bound to comply with the casualty and condemnation restoration
provisions included in the Lease provided that Successor Landlord receives
the insurance or condemnation proceeds for the lease-fee interest in the
Property and Tenant receives condemnation proceeds for the lease-hold
interest in the Property;
or
(j) liable for obligations under the Lease with respect to any off-site property
or facilities for the use of Tenant (such as off-site leased space or parking) unless Successor
Landlord acquires in the Foreclosure the right, title or interest to the off-site property.
7. Lender will have the right, but not the obligation, to cure any default by
Borrower, as landlord, under the Lease.
8. All notices, requests or consents required or permitted to be given under
this Agreement must be in writing and sent by certified mail, return receipt requested or by
nationally recognized overnight delivery service providing evidence of the date of delivery, with
all charges prepaid, addressed to the appropriate party at the address set forth above.
1 For the purposes of this subparagraph "the term of the Lease" includes any renewal term after the right to renew has
been exercised.
3

9. Any claim by Tenant against Successor Landlord under the Lease or this
Agreement will be satisfied solely out of Successor Landlord's interest in the Property and Tenant
will not seek recovery against or out of any other assets of Successor Landlord. Successor
Landlord will have no liability or responsibility for any obligations under the Lease that arise
subsequent to any transfer of the Property by Successor Landlord.
10. This Agreement is governed by and will be construed in accordance with
the laws of the state or commonwealth in which the Property is located.
11. Lender and Tenant waive trial by jury in any proceeding brought by, or
counterclaim asserted by, Lender or Tenant relating to this Agreement.
12. If there is a conflict between the terms of the Lease and this Agreement,
the terms of this Agreement will prevail as between Successor Landlord and Tenant.
13. This Agreement binds and inures to the benefit of Lender and Tenant
and their respective successors, assigns, heirs, administrators, executors, agents and
representatives.
14. This Agreement contains the entire agreement between Lender and
Tenant with respect to the subject matter of this Agreement, may be executed in counterparts that
together constitute a single document and may be amended only by a writing signed by Lender
and Tenant.
4

IN WITNESS WHEREOF, Lender and Tenant have executed and delivered this
Agreement as of _____________, 20____
[Insert Name of Lender_____________]
a [an) [individual] _______________ [corporation] [limited
liability company] [general partnership] [limited
partnership] [d/b/a/ ___________________].
By: ___________________________________
Name: _____________________________
Title: ______________________________
Maricopa County, a political subdivision of the State of
Arizona.
By: ___________________________________
Name: _____________________________
Title: ______________________________
APPROVED AS TO FORM:
______________________________
Deputy County Attorney
[OBSERVE ALL STATE SPECIFIC REQUIREMENTS FOR EXECUTION OF A
RECORDABLE DOCUMENT AND ADD STATE-APPROVED FORMS OF
ACKNOWLEDGEMENT]
5

ACKNOWLEDGMENT
State of ________________
County of_______________
On this the _______ day of ______________, 20___ before me, the undersigned
officer, personally appeared ________________________ who acknowledged himself to be the
_________________________I of _____________________________________ a corporation,
and that he, as such ________________________ being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of the corporation
by himself as ___________________________.
In witness whereof I hereunto set my hand and official seal.
______________________
______________________
Title of Officer
ACKNOWLEDGMENT
State of ________________
County of_______________
On this the _______ day of ______________, 20___ before me, the undersigned
officer, personally appeared ________________________ who acknowledged himself to be the
Chairman of the Board of Supervisors of Maricopa County, a political subdivision of the State of
Arizona, and that he, as such Chairman being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the corporation by himself
as Chairman.
In witness whereof I hereunto set my hand and official seal.
______________________
Clerk of the Board of Supervisors of
Maricopa County

EXHIBIT A
LEGAL DESCRIPTION
Lot 5 of the West 101 Commerce Center according to the plat of record in the office of the County
Recorder, Maricopa County, Arizona recorded as Book 787, Page 22 and corrected by Affidavit of
Correction recorded as Recording No. 2005-1888625 and Recording No. 2008-285786 records of
Maricopa County, Arizona.
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EXHIBIT “K”
ESTOPPEL CERTIFICATE
STATEMENT OF TENANT
RE: LEASE No. L-7453
Date: _______
It is our understanding that a commitment has been made by
_________________________________ to place a mortgage upon the Premises described in
Lease No. L-7453 and as a condition precedent thereof have required this certification of
Maricopa County.
Maricopa County, as lessee, under that certain Lease No. L-7453 dated ______________,
made with SWRE DEAL V BUILDING, LLC, a Delaware Limited Liability Company, as lessor,
hereby ratifies said lease and certifies that:
1. the "Commencement Date" of said lease is ____________________; and
2. the undersigned is presently solvent and free from reorganization and/or bankruptcy
and is in occupancy, open, and conducting business with the public in the premises;
and
3. the operation and use of the premises do not involve the generation, treatment,
storage, disposal or release of a hazardous substance or a solid waste into the
environment other than to the extent necessary to conduct its ordinary course of
business in the premises and in accordance with all applicable environmental laws,
and that the premises are being operated in accordance with all applicable
environmental laws, zoning ordinances and building codes; and
4. the current base rental payable pursuant to the terms of said lease is $____________
per annum; and further additional rental pursuant to said lease; and
5. said lease is in full force and effect and has not been assigned, modified,
supplemented or amended in any way (except by agreement(s) dated _____), and
neither party thereto is in default thereunder except as noted
here:________________________________________________________; and
6. the lease described above represents the entire agreement between the parties as to
the leasing of the premises; and
7. the term of said lease expires on __________________; and
8. all conditions under said lease to be performed by the lessor have been satisfied,

including, without limitation, all co-tenancy requirements thereunder, if any, except
as noted here:________________________________________________ ; and
9. all required contributions by lessor to lessee on account of lessee's improvements
have been received except as noted here:________________________________; and
10. on this date there are no existing defenses or offsets, claims or counterclaims which
the undersigned has against the enforcement of said lease by the lessor; and
11. no rental has been paid in advance and no security has been deposited with lessor;
and
12. lessee's floor area is ____________square feet; and
13. the most recent payment of current basic rental was for the payment due on
______________________, ______, and all basic rental and additional rental
payable pursuant to the terms of the lease have been paid up to said date; and
14. the undersigned acknowledges notice that lessor's interest under the lease and the rent
and all other sums due thereunder will be assigned to you as part of the security for a
mortgage loan by you to lessor. In the event that,______________________________
as lender, notifies the undersigned of a default under the mortgage and demands that
the undersigned pay its rent and all other sums due under the lease to lender, lessee
agrees that it shall pay its rent and all such other sums to lender.
Approved:
Maricopa County
By: _________________________
_________________________
Its: _________________________
Approved as to Form:
_________________________________
Deputy County Attorney
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