2014-02-13 COURT APPOINTED MONITOR (LT - 6TH).DOCX

Lease No. L-7449
C 50-14-XXX-3-00
LEASE AGREEMENT
LEASE NO. L-7449
THIS LEASE AGREEMENT (“Lease”) is made as of this 26th day of February, 2014
(“Lease Date”), between HHLuhrs, LLC, an Arizona limited liability company (“Lessor”) and
Maricopa County, a political subdivision of the State of Arizona (“Lessee”) (“Lessor” and
“Lessee” shall collectively be referred to herein as the “Parties”).
Section 1. PREMISES
1.1 Leased Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor
approximately 3,239 rentable square feet (“Rentable Area”) of office space at the Luhrs Tower
located at 45 West Jefferson, Phoenix, Arizona, 85003 (the “Building”), known as Suite 600 (6th
Floor) and depicted on Exhibit “A” which is attached hereto and made a part hereof (the
“Premises”). The Premises, the Building, the Common Areas (defined in Section 1.3), the land
on which they are located, along with all other buildings and improvements thereon, are herein
collectively referred to as the “Project.”.
1.2 Use of Premises. Lessee shall use the Premises for general office uses associated with
the requirements of a court appointed monitor for Maricopa County (the “Agreed Use”) in
compliance with all Applicable Requirements (as defined in Section 5.2.2). Lessee may not use
the Premises for any other department or division of Maricopa County government for any use
other than the Agreed Use without Lessor’s prior written approval. Other than guide, signal and
seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or
reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a
modification of the Agreed Use, so long as the same will not: impair the tenant mix and/or
professional environment of the Building, the structural integrity of the improvements of the
Building, adversely affect the mechanical, electrical, HVAC, and other systems of the Building,
and/or affect the exterior appearance of the Building. If Lessor elects to withhold consent, Lessor
shall within seven (7) days after such request give written notification of same, which notice shall
include an explanation of Lessor’s objections to the change in the Agreed Use. Lessee shall have
access to the Premises twenty-four (24) hours per day and seven (7) days per week.
1.3 Common Areas – Definition. The term “Common Areas” is defined as all areas and
facilities outside the Premises and within the exterior boundary line of the Project and interior
utility raceways and installations within the Premises that are provided and designated by the
Lessor from time to time for the general nonexclusive use of Lessor, Lessee and other tenants of
the Project and their respective employees, agents, suppliers, shippers, customers, contractors and
invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells, public
restrooms, elevators, parking areas, loading and unloading areas, trash areas, roadways,
walkways, driveways and landscaped areas.
1.4 Common Areas – Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee
and its employees, suppliers, shippers, contractors, customers and invitees, during the Term of
this Lease, the nonexclusive right to use, in common with others entitled to such use, the
Common Areas as they exist from time to time, subject to any rights, powers and privileges
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restrictions governing the use of the Project. Under no circumstances shall the right herein
granted to use the Common Areas be deemed to include the right to store any property,
temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by
the prior written consent of Lessor or Lessor’s designated agent, which consent may be revoked
at any time. In the event that any unauthorized storage shall occur, then Lessor shall have the
right, without notice, in addition to such other rights and remedies that it may have, to remove the
property and charge the cost to Lessee, which cost shall be immediately payable upon demand by
Lessor.
1.5 Common Areas – Rules and Regulations. Lessor or such other person(s) as Lessor
may appoint shall have the exclusive control and management of the Common Areas and shall
have the right, from time to time, to adopt, modify, amend and enforce reasonable rules and
regulations (“Rules and Regulations”) for the management, safety, care and cleanliness of the
grounds, the parking and unloading of vehicles and the preservation of good order, as well as for
the convenience of other occupants or tenants of the Building and the Project and their invitees.
Lessee agrees to abide by and conform to all such Rules and Regulations and shall use its best
efforts to cause its employees to so abide and conform. Lessor shall not be responsible to Lessee
for the noncompliance with said Rules and Regulations by tenants of the Project. The current
Rules and Regulations are attached hereto as Exhibit “F”. Should the Rules and Regulations ever
be amended or modified by Lessor or such other person(s) as Lessor may appoint, Lessor shall
immediately provide the amended or modified Rules and Regulations to Lessee.
1.6 Common Areas – Changes. Lessor shall have the right, in Lessor’s sole discretion from
time to time:
1.6.1 To make changes to the Common Areas, including, without limitation, changes
in the location, size, shape and number of the lobbies, windows, stairways, air shafts, elevators,
escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading
areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways, so
long as such changes do not materially and adversely affect the Lessee’s use or enjoyment of the
Lessee’s rights under this Lease;
1.6.2 To close temporarily any of the Common Areas for maintenance purposes so
long as reasonable access to the Premises remains available;
1.6.3 To designate other land outside the boundaries of the Project to be a part of the
Common Areas;
1.6.4 To add additional buildings and improvements to the Common Areas;
1.6.5 To use the Common Areas while engaged in making additional improvements,
repairs or alterations to the Project, or any portion thereof;
1.6.6 To do and perform such other acts and make such other changes in, to or with
respect to the Common Areas and Project as Lessor may, in the exercise of sound business
judgment, deem to be appropriate; and
1.6.7 To construct a new parking facility.
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Section 2 TERM
2.1 Term. Subject to extension as provided in Section 2.5, the initial term of this Lease shall
be for five (5) years and shall commence on the Commencement Date as hereafter defined
(“Initial Term”) and shall expire 60 months from the Commencement Date (the “Expiration
Date”). Each year within the Initial Term or any Renewal Term, as defined in Section 2.5, shall
hereafter be referred to as the “Lease Year.” The Initial Term and Renewal Term shall be
referred to herein together as the “Term.”
2.2 Commencement Date. The Commencement Date shall be March 15, 2014, provided,
however, if Lessor does not deliver the Premises to Lessee by March 15, 2014the
Commencement Date shall be extended to the date that beneficial occupancy occurs, The
Commencement Date shall be confirmed in writing by the Parties per mutual approval and
execution of Exhibit “C” (the “Commencement Date Confirmation”) which is attached hereto and
made a part hereof. No Base Rent shall accrue until the Commencement Date.
2.3 Early Possession. This section intentionally deleted.
2.4 Delay in Possession. Lessor agrees to use its best commercially reasonable efforts to
provide access to the Premises to Lessee by March 15, 2014. If, despite said efforts, Lessor is
unable to deliver possession by such date, Lessor shall not be subject to any liability therefore,
nor shall such failure affect the validity of this Lease. If possession is not delivered within fifteen
(15) days after March 15, 2014, as the same may be extended pursuant to Section 2.2, Lessee
may, at its option, by notice in writing within ten (10) days after the end of such fifteen (15) day
period, cancel this Lease, in which event the Parties shall be discharged from all obligations
hereunder. If such written notice is not received by Lessor within said ten (10) day period,
Lessee’s right to cancel shall terminate. If possession of the Premises is not delivered within
sixty (60) days after March 15, 2014, this Lease shall terminate unless other agreements are
reached between Lessor and Lessee, in writing. If Lessee has prepaid any Base Rent and the
Lease is terminated as provided herein, Lessor shall refund or credit Lessee on a pro rata basis.
2.5 Options to Renew. Lessor hereby grants to Lessee the option of renewing the Lease for
one (1) additional two (2) year term (the “Renewal Term”) on the following terms:
2.5.1 Exercise. To exercise the Option, Lessee shall give Lessor written notice of its
intent to renew at least ninety (90) days prior to the Expiration Date.
2.5.2 Options Personal to Original Lessee. Any Option granted to Lessee in this
Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than
said original Lessee. The original Lessee may only exercise the Option while in full possession
of the Premises, and, if requested by Lessor, with Lessee certifying that Lessee has no intention
of thereafter assigning or subletting.
2.5.3 Effect of Default on Option. Lessee shall have no right to exercise the Option
during the time a Lessee Event of Default has occurred or is occurring until fully cured.
2.5.4 Rental Term and Lease Terms. The Base Rent rate during the Renewal Term
shall be at fair market rental rate for similar class buildings with similar tenant improvements,
location and surrounding amenities in the Downtown Phoenix, Arizona, area (the “Fair Market
Rental Rate”) and shall adjust annually during the Renewal Term on a Fair Market Rental Rate
basis. Parking Rates shall be based on Lessor’s parking rates at that time. During any Renewal
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Term, the terms, provisions and conditions contained within this Lease, other than the amount of
the Base Rent and Parking Rates which shall be calculated pursuant to this Section, shall remain
in full force and effect.
2.6 No Right To Hold Over. Lessee has no right to retain possession of the Premises or any
part thereof beyond the expiration or termination of this Lease. If Lessee holds over, then the
Base Rent shall be increased to one hundred ten percent (110%) of the Base Rent that was
payable immediately preceding the expiration or termination during the first three (3) month
holdover period and to one hundred fifty percent (150%) of such Base Rent for the next three (3)
month holdover period and thereafter. Nothing contained herein shall be construed as consent by
Lessor to any holding over by Lessee beyond a six (6) month holdover period.
Section 3 RENT; RENTAL TAXES; PAYMENTS
3.1 Rent. Lessee agrees to pay to Lessor as base rent for the Initial Term the following
monthly amount (“Base Rent”), payable on the first day of the month commencing from the
Commencement Date:
Month Annual Rate Monthly Base Rent
1 – 12 $22.25/sq. ft. $6,005.65
13 – 24 $22.75/sq. ft. $6,140.60
25 – 36 $23.25/sq. ft. $6,275.56
37 – 48 $22.50/sq. ft. $6,073.13
49 – 60 $23.00/sq. ft. $6,208.08
3.2 Use Tax. Lessee shall pay, together with the Rent, any state, county or city taxes and/or
assessments now or subsequently levied or imposed on Lessor on account of, attributed to or
measured by this Lease or by the Rent (including Base Rent, Operating Expenses and other
amounts) payable by Lessee under this Lease (“Use Tax”). Lessee shall pay any such taxes to
Lessor, at Lessor’s election, with the monthly installments of Base Rent or within ten (10) days
after Lessee’s receipt of a statement for such Use Taxes from Lessor. Payment of Use Taxes
shall be based on the actual amount of the Use Tax and not be limited to an increase over a Base
Year.
3.3 Payments. All monetary obligations of Lessee to Lessor under the terms of this Lease
are deemed to be rent (“Rent”). Lessee shall cause payment of Rent to be received by Lessor in
lawful money of the United States on or before the day on which it is due, without offset or
deduction (except as specifically permitted in this Lease). If any invoice prepared by Lessor is
inaccurate, such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the
amount set forth in this Lease. Rent for any period during the Term hereof which is for less than
one full calendar month shall be prorated based upon the actual number of days of said month.
Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or
place as Lessor may from time to time designate in writing. Acceptance of a payment which is
less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent,
regardless of Lessor’s endorsement of any check so stating. Payments will be applied first to
accrued Late Charges and attorney’s fees, second to accrued interest, then to Base Rent and
Operating Expenses, and any remaining amount to any other outstanding charges or costs.
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Section 4 OPERATING EXPENSES
4.1 Expenses Above Base Year. Lessor and Lessee agree that (a) Lessee shall pay to Lessor
additional rent in the form of an annual “Operating Expense Component” equal to the amount of
Lessee’s share of operating expenses in excess of the operating expenses 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; and (c) if less than
ninety-five percent (95%) of the usable square feet of Luhrs Tower 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 Lessor to be
equivalent to the operating costs that would have been incurred had the occupancy of Luhrs
Tower been at least ninety-five percent (95%) during the entire year. Lessor shall prorate the
Operating Expense Component for any partial calendar year. Lessee shall pay any increase in the
Operating Expense Component monthly based on Lessor’s reasonable estimate, which shall be
reconciled annually.
4.2 Verification of Operating Expenses. Lessor shall keep books, records and accounts of
the Operating Costs for each Lease Year in accordance with procedures conforming to generally
accepted accounting principles, consistently applied, with respect to all aspects of determining
Lessee’s Share of the Operating Expenses. Lessee shall have the right during any Term and up to
one (1) year after termination of the Lease and during regular business hours of Lessor to
examine, review, audit and inspect such books, records and accounts to ensure accuracy. Lessee
shall provide Lessor with reasonable notice of Lessee’s intent to examine Lessor’s operating cost
records.
4.3 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed
against and levied upon Lessee Alterations and Trade Fixtures (as defined in Section 5.2.1),
furnishings, equipment and all personal property of Lessee contained in the Premises. When
possible, Lessee shall cause its Lessee Alterations and Trade Fixtures, furnishings, equipment and
all other personal property to be assessed and billed separately from the real property of Lessor. If
any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay
Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written
statement setting forth the taxes applicable to Lessee’s property.
Section 5 CONSTRUCTION
5.1 Tenant Improvements. Lessor, at Lessor’s sole cost and expense shall be responsible for
completing the tenant improvements (the “Tenant Improvements”) as described in Exhibit “B”
(the “Work Letter”) which is included herewith and made a part of this Lease.
5.2 Trade Fixtures; Alterations.
5.2.1 Definitions. The term “Trade Fixtures” shall mean Lessee’s machinery and
equipment that can be removed without doing material damage to the Premises. The term
“Alterations” shall mean any modification of the improvements, whether by addition or deletion.
5.2.2 Consent. Lessee shall not make any Alterations to the Premises without Lessor’s
prior written consent, which shall not be unreasonably withheld. Lessee shall not make or permit
any roof penetrations and/or install anything on the roof without the prior written approval of
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Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a
contractor approved by Lessor. Any Alterations that Lessee shall desire to make and which
require the consent of the Lessor shall be presented to Lessor in written form with detailed plans.
Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental
permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications
prior to commencement of the work, and (iii) compliance with all conditions of said permits and
other laws, covenants or restrictions of record, regulations and ordinances (“Applicable
Requirements”) in a prompt and expeditious manner. Any Alterations shall be performed in a
workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion
furnish Lessor with as built plans and specifications.
5.2.3 Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which
claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or
any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the
commencement of any work in, on or about the Premises, and Lessor shall have the right to post
notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or
demand, then Lessee shall, at its sole expense, defend and protect itself, Lessor and the Premises
against the same and shall pay and satisfy any such adverse judgment that may be rendered
thereon before the enforcement thereof. If Lessor elects to participate in any such action, Lessee
shall pay Lessor’s reasonable attorneys’ fees and costs.
5.3 Conformance with Standards. Lessor shall conform to all applicable standards
contained in the “Uniform Building Code for Life Safety” (“U.B.C”), and all applicable standards
in “Arizona Revised Statutes for Handicapped Accessibility” in Title 9-499.02 and Title 41-1492
through 41-1492.11. This will include but not be limited to Handicapped Accommodations such
as restrooms, drinking fountains, pedestrian ramps, etc. Lessor shall also, at its own expense,
conform to all Americans with Disabilities Act requirements for Public Accommodations that are
“readily achievable unless an undue burden would result”.
5.4 Directory Sign. Lessor shall, at its sole cost and expense, install a Building standard
suite entry sign and a Project standard directory sign with Lessee’s name on the directory located
in the lobby to the Building.
Section 6 INSURANCE.
6.1 Liability Insurance. Lessor understands and acknowledges that Lessee is self insured
and Lessee shall be liable for bodily injury, personal injury and property damage based upon or
arising out of Lessee’s use, occupancy or maintenance of the Premises and all areas appurtenant
thereto. Lessee shall provide Lessor prior to the Lease Date with a copy of Lessee’s self-
insurance program. Annually thereafter Lessee will provide Lessor with a certificate evidencing
its maintenance of the self-insurance program, which shall be maintained in force during the
Term. If during the Term Lessee’s self-insurance program is modified or terminated, Lessee shall
promptly notify Lessor and provide Lessor with a copy of any modifications. If Lessee’s self-
insurance program is terminated, Lessee and Lessor shall amend this Lease to reflect insurance
obligations of Lessee that are consistent with the then current Building Lease requirements of
other tenants in the Building. Lessee represents and warrants to Lessor that its self-insurance
program (i) protects Lessee and Lessor and Lessor’s property manager, (ii) insures performance
of Lessee’s indemnity obligations under the Lease, and (iii) is primary to and not contributory
with any insurance carried by Lessor, whose insurance shall be considered excess insurance only.
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6.2 Property Insurance – Building and Improvements.
6.2.1 Building and Improvements. Lessor shall obtain and keep in force a policy or
policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to
any Lender insuring loss or damage to the Building and/or Project. The amount of such insurance
shall be equal to the full insurable replacement cost of the Building and/or Project, as the same
shall exist from time to time, or the amount required by any Lender, but in no event more than the
commercially reasonable and available insurable value thereof. Lessee Alterations and Trade
Fixtures, and Lessee’s personal property shall be insured by Lessee pursuant to Section 6.3.
6.3 Lessee’s Property and Workers Compensation Insurance.
6.3.1 Property Damage. Lessee shall obtain and maintain insurance coverage on all of
Lessee’s personal property, Trade Fixtures, and Lessee Alterations. Such insurance shall be full
replacement cost coverage. The proceeds from any such insurance shall be used by Lessee for
the replacement of personal property, Trade Fixtures and Lessee Alterations. Lessee shall provide
Lessor with written evidence that such insurance is in force. Lessee may satisfy the foregoing
requirements with its self-insurance program described in Section 6.1,
6.3.2 Workers Compensation. Lessee shall obtain and maintain workers’
compensation insurance coverage as required by law, together with employers’ liability insurance
coverage of at least $1,000,000. Lessee may satisfy the foregoing requirements with its self-
insurance program described in Section 6.1 herein, if Lessee is authorized by law to do so.
6.3.3 No Representation of Adequate Coverage. Lessor makes no representation that
the limits or forms of coverage of insurance specified herein are adequate to cover Lessee’s
property, business operations or obligations under this Lease.
6.4 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and
Lessor each hereby release and relieve the other, and waive their entire right to recover damages
against the other, for loss of or damage to its property arising out of or incident to the perils
required to be insured against herein. The effect of such releases and waivers is not limited by the
amount of insurance carried or required, or by any deductibles applicable hereto. The Parties
agree to have their respective property damage insurance carriers waive any right to subrogation
that such companies may have against Lessor or Lessee, as the case may be, so long as the
insurance is not invalidated thereby.
Section 7. MAINTENANCE/UTILITIES.
7.1 Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning,
reasonable amounts of electricity for normal lighting and office machines, water for reasonable
and normal drinking and lavatory use in connection with an office, and replacement light bulbs
and/or fluorescent tubes and ballasts for standard overhead fixtures. Lessor shall also provide
janitorial services to the Premises and Common Areas 5 times per week, excluding State of
Arizona Holidays. All janitorial services in the Premises shall be provided during Lessee’s
business hours unless otherwise authorized by Lessee. Lessor shall not, however, be required to
provide janitorial services to kitchens or storage areas included within the Premises or to maintain
Lessee’s telecommunications, including voice data services for the Premises.
7.1.1 Hours of Service. Said services and utilities shall be provided during normal
business hours for the Building of 8:00 a.m. to 6:00 p.m., Mondays through Fridays (except State
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of Arizona holidays) and 8:00 a.m. to 1:00 p.m. on Saturdays (except State of Arizona holidays).
Utilities and services required at other times shall be subject to advance request and
reimbursement by Lessee to Lessor of the cost thereof.
7.1.2 Excess Usage by Lessee. Lessee shall not make connection to the utilities except
by or through existing outlets and shall not install or use machinery or equipment in or about the
Premises that uses excess water, lighting or power, or suffer or permit any act that causes extra
burden upon the utilities or services, including but not limited to security and trash services, over
standard office usage for the Project. Lessor shall require Lessee to reimburse Lessor for any
excess expenses or costs that may arise out of a breach of this subsection by Lessee. Lessor may,
in its sole discretion, install at Lessee’s expense supplemental equipment and/or separate
metering applicable to Lessee’s excess usage or loading.
7.1.3 Interruptions. There shall be no abatement of rent and Lessor shall not be liable
in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any
utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause
beyond Lessor’s reasonable control or in cooperation with governmental request or directions.
7.2 Maintenance -- Lessor Responsibility. Lessor shall maintain the structure of the
Premises in good repair and shall correct any hazardous conditions existing as the result of any
structural defect or unsoundness. The term “structure” as used herein, includes walls, roofs,
floors, foundations, and stairways. It is understood that the structure and Premises are currently
in a state of good repair. Lessor shall further keep the exterior grounds and all Common Areas of
the Project clean and free from trash and other rubbish. Lessor shall maintain all Building utility
systems serving the Premises in a state of good repair. Lessor shall maintain the Project in a safe,
operating condition. Janitorial services to the Premises shall be the responsibility of the Lessor.
7.3 Maintenance – Lessee Responsibility. Notwithstanding Lessor’s obligation to keep the
Premises in good condition and repair, Lessee shall be responsible for payment of the cost thereof
to Lessor as additional rent for that portion of the cost of any maintenance and repair of the
Premises, or any equipment (wherever located) that is due to abuse or neglect by Lessee or if
associated with equipment that serves only Lessee or the Premises, to the extent such cost is
attributable to causes beyond normal wear and tear. Lessee shall be responsible for the cost of
painting, repairing or replacing wall coverings, and to repair or replace any improvements within
the Premises. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any
particular such maintenance or repairs, the cost of which is otherwise Lessee’s responsibility
hereunder.
7.4 Condition of Premises. Lessor shall deliver the Premises to Lessee in a clean condition
on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”),
and warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and
air conditioning systems (“HVAC”) shall be in good operating condition on said date, that the
structural elements of the roof, bearing walls and foundation of the Premises shall be free of
material defects. Lessee shall surrender the Premises and all improvements, additions and
alterations therein in good working order (subject to ordinary wear and tear).
Section 8. RETURN OF PREMISES
8.1 Return of Premises. Lessee shall surrender the Premises by the Expiration Date or any
earlier termination date, with all of the improvements, parts and surfaces thereof clean and free of
debris, and in good operating order, condition and state of repair, ordinary wear and tear
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excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would
have been prevented by good maintenance practice. Lessee shall repair any damage occasioned
by the installation, maintenance, or removal of Trade Fixtures, furnishings and equipment.
Lessee shall also completely remove from the Premises any and all Hazardous Substances
brought onto the Premises by or for Lessee or its employees, agents, contractors or invitees,
(except Hazardous Substances which were deposited via underground migration from areas
outside the Premises). Trade Fixtures shall remain the property of Lessee and shall be removed
by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any
earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed
of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the
Premises pursuant to this Section without the express written consent of Lessor shall constitute a
holdover under the provisions of Section 2.6.
Section 9. DAMAGE OR DESTRUCTION
9.1 Insubstantial Damage. The term “Insubstantial Damage” shall mean any damage or
destruction to any part of the Premises, other than Lessee Alterations, that would not materially
and adversely impact the Lessee’s intended use of the Premises as a whole, and which can
reasonably be repaired in three (3) months or less from the date of the damage or destruction and
the cost thereof does not exceed a sum equal to six (6) month’s Base Rent. Lessor shall notify
Lessee in writing within thirty (30) days from the date of the damage or destruction as to whether
or not the damage is Insubstantial Damage or Substantial Damage. In the event of Insubstantial
Damage to the Premises:
9.1.1 No Abatement. There shall be no abatement or reduction in any payments
(deferred or otherwise) required of the Lessee under this Lease as a result of such Insubstantial
Damage;
9.1.2 Repair. The Lessor and Lessee will cooperate to promptly repair, rebuild or
restore that portion of the damaged or destroyed Premises with such changes, alterations and
modifications as the Lessor and Lessee deem appropriate; provided, however, that the obligation
to pay for such repair, rebuilding or restoration shall be governed by Sections 9.1.4 and 9.2 of this
Lease;
9.1.3 No Termination. This Lease shall not be terminated by either party in the event
of Insubstantial Damage to the Premises or any portion thereof; and
9.1.4 Payment of Costs. The costs of repairing Insubstantial Damage or otherwise
replacing or rebuilding the Premises will be paid by the coverage for said damage as required by
Section 6, unless the Parties otherwise agree in writing. Notwithstanding the foregoing
provisions of this Section 9.1, subject to the provisions of Section 6.4 to the extent such damage
or destruction is due to any fault, error or omission by a party to this Lease or is due to any breach
of this Lease or to the extent such damage is not covered by insurance as required pursuant to
Section 6 of this Lease due to a breach of this Lease, the party committing such fault, error,
omission or breach shall pay the amount by which the cost of repairs exceeds available insurance
proceeds or the entire amount in the event the loss is to be paid by “self-insurance”.
9.2 Substantial Damage. The term “Substantial Damage” shall mean any damage or
destruction to any part of the Premises, other than Lessee Alterations, that would materially and
adversely impact the Lessee’s intended use of the Premises as a whole and cannot be reasonably
repaired in three (3) months or less from the date of the damage or destruction and/or the cost
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thereof exceeds a sum equal to six (6) months Base Rent. Lessor shall notify Lessee in writing
within thirty (30) days from the date of the damage or destruction as to whether the damage is
Insubstantial Damage or Substantial Damage. In the event of Substantial Damage to the
Premises, Lessee or Lessor may terminate this Lease in writing within thirty (30) days following
receipt by the Lessee of the Lessor’s notice stating the damage was Substantial Damage. If the
Lease is not terminated and Lessor restores the Premises to the former condition, Lessee shall re-
enter said Premises following such restoration. Monthly rent shall be abated, as provided in
Section 9.2.2 for the period during which Lessee was unable to occupy the Premises, and credited
to the amount otherwise due by Lessee. Prepaid rent that has not otherwise been applied, shall be
refunded to Lessee in the event the Lease is terminated pursuant to the provisions of this Section.
9.2.1 Payment of Costs. The costs of repairing Substantial Damage or otherwise
replacing or rebuilding the Premises will be paid by the coverage for said damage as required by
Section 6, unless the Parties otherwise agree in writing. Notwithstanding the foregoing
provisions of this Section 9.2.1, subject to the provisions of Section 6.4, to the extent such
damage or destruction is due to any fault, errors or omission by a party to this Lease or is due to
any breach of this Lease or to the extent such damage is not covered by insurance as required
pursuant to Section 6 of this Lease due to a breach of this Lease, the party committing such fault,
error, omission or breach shall pay the amount by which the cost of repairs exceeds available
insurance proceeds or the entire amount in the event the loss is to be paid by “self-insurance”.
9.2.2 Abatement. In the event of Substantial Damage for which Lessee is not
responsible under this Lease, the Rent payable by Lessee for the period required for the repair,
remediation or restoration of such damage shall be abated in proportion to the degree to which
Lessee’s use of the Premises is impaired. All other obligations of Lessee hereunder shall be
performed by Lessee, and Lessor shall have no liability for any such damage, destruction,
remediation, repair or restoration except as provided in this Lease.
9.3 Condemnation. If at any time during the Term of the Lease more than thirty percent
(30%) of the Premises or Common Areas is permanently taken for any public or quasi-public
purpose by condemnation or eminent domain or by agreement in lieu thereof (a “Taking”) then
this Lease shall terminate as to the part of the Premises taken as of the date the condemning
authority takes title or possession, whichever first occurs and (ii) Lessor or Lessee shall have the
right, at their respective options, within one hundred twenty (120) days after the Taking, to
terminate this Lease as to the balance of the Premises, if any, in which event the Parties shall be
released from all future liability hereunder; provided, however, that no party shall be released
from any liability hereunder that has accrued on or before such termination. In the case of a
partial Taking, the Base Rent shall be reduced in proportion to the reduction in utility of the
Premises caused by the Taking. Condemnation awards and/or payments for the leasehold interest
associated with the Lease shall be the property of Lessee. Additionally, Lessee shall be entitled
to any compensation paid by the condemnor for Lessee’s relocation expenses, loss of business
goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated
pursuant to the provisions of this Section. All Alterations made to the Premises by Lessee, for
purposes of Taking only, shall be considered the property of the Lessee and Lessee shall be
entitled to any and all compensation which is payable therefor. In the event that this Lease is not
terminated by reason of the Taking, Lessor shall repair any damage to the Premises caused by
such Condemnation.
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Section 10 ASSIGNMENT.
10.1 Assignment. Lessee shall not assign transfer, mortgage or encumber this Lease
(collectively an “assign” or “assignment”), or sublet all or any part of the Premises without the
prior written consent of Lessor, which consent shall not unreasonably be withheld. All
assignments and subleases shall be made subject to the following:
10.1.1 Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective
without the express written assumption by such assignee or sublessee of the obligations of Lessee
under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary
liability of Lessee for the payment of Rent or for the performance of any other obligations to be
performed by Lessee.
10.1.2 In the event of any Lessee Event of Default, Lessor may proceed directly against
Lessee or anyone else responsible for the performance of Lessee’s obligations under this Lease,
including any assignee or sublessee, without first exhausting Lessor’s remedies against any other
person or entity responsible therefore to Lessor, or any security held by Lessor.
10.1.3 Any excess rent paid by an assignee or subtenant in excess of the Rent due
hereunder and any other consideration paid by an assignee or sublessee shall be shared equally
between Lessor and Lessee.
10.1.4 Each request for consent to an assignment or subletting shall be in writing,
accompanied by information relevant to Lessor’s determination as to the financial and operational
responsibility and appropriateness of the proposed assignee or sublessee, including but not
limited to the intended use and/or required modification of the Premises, if any, together with a
fee of $500 as consideration for Lessor’s considering and processing said request. Lessee agrees
to provide Lessor with such other or additional information and/or documentation as may be
reasonably requested.
Subject to the foregoing, this Lease shall be binding upon the Parties hereto and their respective
heirs, successors and assignees.
Section 11. ENTRY
11.1 Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the
right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable
times after reasonable prior notice for the purpose of inspecting the Premises, showing the same
to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements
or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using
and maintaining of utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect on Lessee’s use of the Premises. All such
activities shall be without abatement of Rent.
Section 12. PARKING
12.1 Parking. Lessee shall have the right to use, free of charge during the Initial Term only,
five (5) unreserved parking spaces at the Project with close proximity to the Premises. Lessee
shall receive up to 5 activated parking area access cards (“Parking Cards”) free of charge, with
the number of such Parking Cards being specified by Lessee to Lessor from time to time during
the Initial Term. Lessee shall reimburse Lessor for the cost of any additional Parking Cards issued
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in excess of 5 Parking Cards and for any replacement Parking Cards, with the cost charged being
Lessor’s actual cost for such Parking Cards. During any month of the Initial Term when Lessee
has received less than 5 activated Parking Cards, Lessee shall receive a credit, usable during such
month only, for the value of the number of unassigned Parking Cards less than 5. The value of the
unassigned Parking Cards shall be based on the then current monthly rate of Lessor for a monthly
Parking Card. The credit shall be applied to payment of amounts payable by Lessee to Lessor for
visitor parking charges otherwise payable by Lessee to Lessor during the applicable month.
Visitor parking charges shall be based on Lessor’s then current visitor parking rates. The amount
of the monthly credit will not accrue and will be forfeited if it is not fully used by Lessee for
payment of visitor parking charges payable by Lessee during the applicable month. Use of the
parking spaces shall be subject to the Parking Rules and Regulations attached hereto as Exhibit
“G” and as established by Lessor from time to time. Lessee, at no additional cost or fee to
Lessee, shall have the right to use one (1) of Lessee’s five (5) unreserved parking spaces at
the Project on a 24-hour, 7 days a week basis. During the Renewal Term, if Lessor shall
demolish or remodel any or all of the parking area, Lessor shall apply its best efforts to assist
Lessee in locating temporary parking until the construction of the new parking area is complete.
If, despite Lessor’s best efforts, Lessor is unable to find replacement parking for Lessee that is
reasonably equivalent and in a location reasonably close to the Building, Lessor’s obligations to
provide parking for Lessee as stated herein shall terminate during construction of the new parking
area, which termination shall otherwise have no impact on the Term of the Lease.
Notwithstanding anything contained herein to the contrary, nothing herein shall create in Lessor
any liability for additional costs or fees associated with Lessee’s loss of use of the parking area as
described herein during the Renewal Term. Following construction of a new parking area during
the Renewal Term, Lessee shall have the right to use up to 5 unreserved parking spaces provided
that Lessee shall pay Lessor the prevailing rates of Lessor for use of such parking spaces during
the Renewal Term.
Section 13 BROKERS
13.1 Brokers. Lessor hereby represents and warrants to Lessee that it has not retained or dealt
with any broker with respect to this transaction. Lessee hereby represents and warrants to Lessor
that it has not retained or dealt with any broker with respect to this transaction. Lessor and
Lessee each agree to indemnify, protect and hold the other harmless for, from and against any
costs, losses, damages and expenses, including attorneys’ fees, costs and expenses reasonably
incurred with respect thereto, incurred by the other which arise directly or indirectly out of the
breach of such representation and warranty by the indemnifying party
Section 14 NOTICE
14.1 Notice Addresses. All notices herein required to be given to Lessor in writing and all
rent payments herein required, shall be sent to Lessor at:
HHLuhrs, LLC
Attn: Rajan Hansji
631 West Katella Avenue, Fifth Floor
Anaheim, CA 92802
Facsimile No: (714) 399 0181
E-mail: RajanH@hansji.com
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and, copies of notices other than Rent payment transmittals shall be sent to:
Snell & Wilmer L.L.C.
One Arizona Center
Phoenix, AZ 85004-2202
Attention: Joyce Kline Wright, Esq.
Facsimile No: (602) 382-6070
E-mail: jkwright@swlaw.com
Notices to Lessee shall be sent to:
Maricopa County Department of Finance
Real Estate Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
All Rent requests, herein required to be given to Lessee, shall be sent to:
Maricopa County Sherriff’s Office
Attention: LeeAnn Bohn
550 West Jackson
Phoenix, Arizona 85003
14.2 Notice Requirements. All notices required or permitted by this Lease or applicable law
shall be in writing and may be delivered in person (by hand or by courier) or may be sent by
regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid,
and shall be deemed sufficiently given if served in a manner specified in this Section 14. The
addresses specified in Section 14.1 shall be that Party’s address for delivery or mailing of notices.
Either Party may by written notice to the other specify a different address for notice. A copy of
all notices to Lessor shall be concurrently transmitted to such Party or Parties at such addresses as
Lessor may from time to time hereafter designate in writing.
14.3 Date of Notice. Any notice sent by registered or certified mail, return receipt requested,
shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is
shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours
after the same is addressed as required herein and mailed with postage prepaid. Notices delivered
by United States Express Mail or overnight courier that guarantee next day delivery shall be
deemed given 24 hours after delivery of the same to the Postal Service or courier.
14.4 Notice of Sale. If the Premises is sold during the term of the Lease, Lessor shall be
required to notify Lessee in writing, via certified mail, within thirty (30) days of the transfer date.
The term “Lessor” as used herein shall mean the owner or owners at the time in question of the
fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. Subject
to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor
shall be binding only upon the Lessor as hereinabove defined.
Section 15 INDEMNIFICATION
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15.1 Lessee’s Indemnity. Except for Lessor’s gross negligence or willful misconduct, Lessee
shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s
master or ground lessor, partners, members and Lenders for, from and against any and all claims,
loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees,
expenses and/or liabilities (hereinafter collectively referred to as “Claims”) arising out of,
involving, or in connection with, the use and/or occupancy of the Premises and Common Areas
by Lessee and Lessee’s officers, officials, agents, employees, contractors, invitees, customers and
volunteers. If any action or proceeding is brought against Lessor by reason of any of the
foregoing Claims, Lessee shall upon notice defend the same at Lessee’s expense by counsel
reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor
need not have first paid any such claim in order to be defended or indemnified.
15.2 Lessor’s Indemnity. Lessor agrees to indemnify, protect, defend and hold harmless
Lessee for, from and against any and all claims, damages, judgments, penalties, attorneys’ and
consultants’ fees, expenses and/or liabilities (hereinafter collectively referred to as “Allegations”
arising out of, or in connection with the Project, but only to the extent that such Allegations are
caused by the gross negligence or willful misconduct of Lessor, its officers, officials, agents,
employees or contractors. If any action or proceeding is brought against Lessee by reason of any
of the foregoing Allegations, Lessor shall upon notice defend the same at Lessor’s expense by
counsel reasonably satisfactory to Lessee and Lessee shall cooperate with Lessor in such defense.
Lessee shall not have first paid any such Allegation in order to be defended and indemnified.
Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor
its agents shall be liable under any circumstances for: (i) damage to the Lessee Alterations and
personal property or goods, wares, merchandise or other property of Lessee, Lessee’s employees,
contractors, invitees, customers, or any other person in or about the Premises, whether the said
injury or damage results from conditions arising upon the Premises or upon other portions of the
Building or Project, or from other sources or places, (ii) any damages arising from any act or
neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the
provisions of any other lease in the Project, or (iii) injury to Lessee’s business or for any loss of
income or profit therefrom.
Section 16. TERMINATION
16.1 Conflicts. This Lease is subject to A.R.S. §38-511 and may be canceled by Lessee
pursuant thereto without any penalty or liability to Lessor.
16.2 Non-Appropriation of Funds. This Lease may be terminated by Lessee at the end of
any fiscal year due to non-appropriation of funds without any penalty or liability to Lessee.
Lessee’s fiscal year ends June 30th (“Lease Fiscal Year”). Lessor and/or any of its employees,
agents, officers, directors, members, successors or assigns hereby waives any and all rights to
bring any claim against Lessee or its employees, agents, officers, directors, members, successors
or assigns from or relating in any way to Lessees’s termination of this Lease pursuant to Sections
16.1 and 16.2.
16.3 For Convenience. Lessee shall have the right, without penalty to Lessee, to terminate
the Lease at any time after the 36th month of the Lease Term upon 90-day prior written notice to
Lessor.
Section 17 DEFAULT; REMEDIES
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17.1 Lessee Default. Each of the following shall constitute a material breach of this Lease
and an event of default by Lessee (“Lessee Event of Default”) hereunder:
17.1.1 Lessee’s failure to pay any installment of Base Rent or any other dollar amount
under this Lease when due, where such failure shall continue for a period of ten (10) business
days after Lessee receives written notice thereof from Lessor.
17.1.2 The commission of waste, act or acts constituting public or private nuisance,
and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of
ten (10) business days following written notice to Lessee.
17.1.3 Lessee assigning or subleasing the Premises or breach of the Approved Use
requirement without Lessor’s prior written consent.
17.1.4 Lessee’s failure to observe or perform any of the material covenants, conditions
or provisions of this Lease to be observed or performed by Lessee, other than as described in
Subsection 17.1.1 and 17.1.2, where such failure shall continue for a period of thirty (30) days
after Lessee receives written notice thereof from Lessor, or such additional period of time
thereafter as Lessor and Lessee may agree in writing and may be reasonably necessary under the
circumstances to cure such default, if Lessee commences to cure such default within said thirty
(30) day period and thereafter diligently proceeds to cure such default.
17.2 Lessor Remedies. Following a Lessee Event of Default, Lessor may, at its option:
17.2.1 Perform any duty or obligation on Lessee’s behalf, including but not limited to
the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits
or approvals. Lessee shall pay to Lessor an amount equal to the costs and expenses incurred by
Lessor in such performance upon receipt of an invoice therefor.
17.2.2 Terminate Lessee’s right to possession of the Premises by any lawful means, in
which case this Lease shall terminate and Lessee shall immediately surrender possession to
Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which
had been earned at the time of termination; (ii) the worth at the time of award of the amount by
which the unpaid rent which would have been earned after termination until the time of award
exceeds the amount of such rental loss that the Lessee proves could have been reasonably
avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the
balance of the Term after the time of award exceeds the amount of such rental loss that the Lessee
proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor
for all the detriment proximately caused by the Lessee’s failure to perform its obligations under
this Lease or which in the ordinary course of things would be likely to result therefrom, including
but not limited to the cost of recovering possession of the Premises, expenses of reletting,
including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that
portion of any leasing commission paid by Lessor in connection with this Lease applicable to the
unexpired Term of this Lease. The worth at the time of award of the amount referred to in
provision (iii) of the immediately preceding sentence shall be computed by discounting such
amount at the discount rate of the Federal Reserve Bank of the District within which the Premises
are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused
by Lessee’s breach of this Lease shall not waive Lessor’s right to recover damages for Lessee’s
breach. If termination of this Lease is obtained through the provisional remedy of unlawful
detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages
as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a
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separate suit. If a notice and grace period required under Section 17.1 was not previously given, a
notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute
shall also constitute the notice required by Section 17.1. In such case, the applicable grace period
required by Section 17.1 and the unlawful detainer statute shall run concurrently, and the failure
of Lessee to cure the Default within the greater of the two such grace periods shall constitute both
an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in
this Lease and/or by said statute.
17.2.3 Continue the Lease and Lessee’s right to possession and recover the Rent as it
becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations.
Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s
interests, shall not constitute a termination of the Lessee’s right to possession.
17.2.4 Pursue any other remedy now or hereafter available under the laws or judicial
decisions of the state of Arizona. The expiration or termination of this Lease and/or the
termination of Lessee’s right to possession shall not relieve Lessee from liability under any
indemnity provisions of this Lease as to matters occurring or accruing during the Term hereof.
17.3 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will
cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to, processing and
accounting charges, and late charges which may be imposed upon Lessor by any Lender.
Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be
due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a
one-time late charge equal to 5% of each such overdue amount. The Parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason
of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee’s default or breach with respect to such overdue amount, nor prevent the
exercise of any of the other rights and remedies granted hereunder. In the event that a late charge
is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then
notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option,
become due and payable quarterly in advance.
17.4 Interest. Any monetary payment due Lessor hereunder, other than late charges, not
received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days
following the date on which it was due for a nonscheduled payment, shall bear interest from the
date when due, as to scheduled payments, or the 31st day after it was due as to nonscheduled
payments. The interest (“Interest”) charged shall be computed at the rate of 5% per annum but
shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential
late charge provided for in Section 17.3.
17.5 Lessor Default. Each of the following shall constitute a material breach of this Lease
and an event of default by Lessor (“Lessor Event of Default”) hereunder: Lessor’s failure to
observe or perform any of the material covenants, conditions or provisions of this Lease to be
observed or performed by Lessor, where such failure shall continue for a period of thirty (30)
days after Lessor and any Lender whose name and address shall have been furnished Lessee in
writing for such purpose, receives written notice thereof from Lessee, or such additional period of
time thereafter as Lessor and Lessee may agree in writing and may be reasonably necessary under
the circumstances to cure such default, if Lessor commences to cure such default within said
thirty (30) day period and thereafter diligently proceeds to cure such default.
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17.6 Lessee Remedies. In the event Lessor fails to perform any of its material obligations
under this Lease and is in default pursuant to Section 17.5 of this Lease, Lessee may, at its option,
terminate this Lease. Further, upon the occurrence of any Lessor Event of Default and at any
time thereafter, Lessee may, but shall not be required to, exercise any remedies now or hereafter
available to Lessee at law or in equity; provided that Lessee shall not be entitled to recover
incidental or punitive damages from Lessor.
17.7 Attorneys’ Fees and Costs. In the event Lessor or Lessee resorts to legal proceedings to
enforce any right under this Lease or to obtain relief for any default by the other party, the party
prevailing in such proceedings shall be entitled to recover from the defaulting party the costs
thereof, including reasonable attorneys’ fees and costs.
Section 18 SUBORDINATION AND ATTORNMENT
18.1 Upon written request of Lessor, or any first mortgage or first deed of trust beneficiary of
Lessor, or ground lessor of Lessor, Lessee shall execute a Subordination, Nondisturbance and
Attornment Agreement in substantially the form attached hereto as Exhibit “D” (a “SNDA”),
pursuant to which Lessee will subordinate its rights under the Lease to the lien of any first
mortgage or first deed of trust, or to the interest of any lease in which the Lessor is lessee, and to
all advances made or hereafter to be made thereunder. The SNDA also provides that as long as
Lessee is not in default hereunder and attorns to the record owner of the Premises, this Lease shall
remain in effect for the full Term and Lessee’s right to possession and this Lease including the
Option shall not be disturbed. The holder of any security interest may, upon written notice to
Lessee, elect to have the Lease prior to its security interest regardless of the time of the granting
or recording of such security interest. In the event of any foreclosure sale, transfer in lieu of
foreclosure or termination of a lease in which Lessor is lessee, Lessee shall attorn to the purchaser
or the transferee of Lessor as the case may be, and recognize that party as Lessor under the Lease,
provided such party acquires and accepts the Premises subject to the Lease.
Section 19 ESTOPPEL CERTIFICATES
19.1 Within thirty (30) days after written request from Lessor, Lessee shall execute and deliver
to Lessor or Lessor’s designee, a written statement in the form of Exhibit “H” (the “Estoppel
Certificate”) which is attached hereto and made a part hereof certifying: (a) that the Lease is
unmodified and in full force and effect, or is in full force and effect as modified and stating the
modifications; (b) the amount of Base Rent and the date to which the base rent and additional rent
have been paid in advance; (c) the amount of any security deposited with Lessor; and (d) that
Lessor is not in default hereunder or if Lessee is claiming Lessor to be in default, stating the
nature of any claim default. Any such statement may be relied upon by a purchaser, assignee, or
lender.
Section 20 GENERAL
20.1 Lessor. The term “Lessor” as used herein includes the singular as well as the plural, the
masculine and feminine as well as the neuter.
20.2 Time is of the Essence. Time is of the essence of this Lease. If the date for performance
of any obligation hereunder or the last day of any time period provided herein shall fall on a
Saturday, Sunday or legal holiday of the State of Arizona, then said date for performance or time
period shall expire on the first day thereafter which is not a Saturday, Sunday or a legal holiday.
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Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease
shall mean and refer to calendar days.
20.3 No Partnership or Joint Venture. Nothing contained in this Lease shall create any
partnership, joint venture or other arrangement between Lessor and Lessee. Except and expressly
provided herein, no term or provision of this Lease is intended or shall be for the benefit of any
person or entity not a party hereto, and no such other person or entity shall have any right or
cause of action hereunder.
20.4 Venue; Governing Law. The proper venue for any proceeding at law or in equity or
under the provisions for arbitration shall be Maricopa County, Arizona and the Lessor and Lessee
hereby waive any right to object to venue. This Lease shall be construed in accordance with and
be governed by the laws of the State of Arizona.
20.5 Entire Agreement. This Lease, together with any exhibits attached hereto and any
agreements executed contemporaneously herewith, constitutes the entire agreement between the
Parties and sets forth all of the covenants, promises, agreements, conditions and understandings
between Lessor and Lessee, and there are no covenants promises, agreements, conditions or
understandings, either oral or written, between Lessor and Lessee other than as set forth herein.
This Lease shall be construed as a whole and in accordance with its fair meaning and without
regard to any presumption or other rule requiring construction against the party drafting this
Lease. This Lease cannot be modified or changed except by a written instrument executed by
Lessor and Lessee. Lessor and Lessee have reviewed this Lease and have had the opportunity to
have it reviewed by legal counsel.
20.6 Waiver. Waiver of any breach of any term, conditions or covenant herein contained
shall not be deemed to be a waiver of any other term, condition or covenant herein, or of a
subsequent breach of any term, covenant or condition herein. Lessor’s consent to, or approval of,
any subsequent or similar act shall not be deemed to render unnecessary the obtaining of Lessor’s
consent to, or approval of, any subsequent or similar act by Lessee, to be construed as the basis of
an estoppel to enforce the provision or provisions of this Lease requiring such consent.
20.7 Quiet Enjoyment. Subject to payment of the Rent and all other amounts payable by
Lessee as provided herein and upon complying with all of its other obligations hereunder, Lessor
covenants that Lessee shall lawfully and quietly hold, occupy and enjoy the Premises during the
Rental Period without hindrance or molestation by Lessor or by anyone lawfully claiming by,
through or under Lessor, subject, however, to the terms and conditions of this Lease.
20.8 Authority to Execute. Any individual executing this Lease on behalf of or as
representative for a corporation or other person, firm, partnership or entity represents and
warrants that he/she is duly authorized to execute and deliver this Lease on behalf of said
corporation, person, firm, partnership or other entity and that this Lease is binding on said entity
in accordance with its terms.
20.9 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.
20.10 No Recording. Neither Lessor nor Lessee shall record this Lease or a memorandum of
this Lease.
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20.11 Headings. Sections and other headings contained in this Lease are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Lease.
20.12 Cooperation. Lessor and Lessee agree to execute and/or deliver to each other such other
instruments and documents as may be reasonably necessary to fulfill the covenants and
obligations to be performed by Lessor and/or Lessee pursuant to this Lease.
20.13 Counterparts. This Lease may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same
instrument. Faxed and copied signatures are acceptable as original signatures.
20.14 Not Binding Until Signed. Submission of this instrument for examination shall not bind
Lessor in any manner, and no lease or obligation on Lessor shall arise until this Lease is executed
and delivered by both Lessor and Lessee.
20.15 Delegation of Authority. Since this Lease will require administrative action, including
execution of documents, from time to time to carry out the spirit and intent of the Lease, both,
acting individually, the Chief Financial Officer for Maricopa County and the Real Estate Manager
for Maricopa County, acting individually, are hereby given the authority and charged with the
responsibility for proper administration of this Lease, whether or not specific authority is granted
in any provision of this Lease.
20.16 Lessor’s Reservations. Lessor reserves the right: (i) to grant, without the consent or
joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to
cause the recordation of parcel maps and restrictions, (iii) to create and/or install new utility
raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways
do not unreasonably interfere with the use of the Premises by Lessee. Lessor may also: change
the name, address or title of the Building or Project upon at least 90 days prior written notice;
provide and install, at Lessee’s expense, Building standard graphics on the door of the Premises
and such portions of the Common Areas as Lessor shall reasonably deem appropriate; grant to
any lessee the exclusive right to conduct any business as long as such exclusive right does not
conflict with any rights expressly given herein; and to place such signs, notices or displays as
Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building or the
Project or on signs in the Common Areas. Lessee agrees to sign any documents reasonably
requested by Lessor to effectuate such rights. The obstruction of Lessee’s view, air, or light by
any structure erected in the vicinity of the Building, whether by Lessor or third parties, shall in no
way affect this Lease or impose any liability upon Lessor.
20.17 Limitation on Liability. The obligations of Lessor under this Lease shall not constitute
personal obligations of Lessor or its partners, members, directors, officers or shareholders, and
Lessee shall look to the Project, and to no other assets of Lessor, for the satisfaction of any
liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor’s partners,
members, directors, officers or shareholders, or any of their personal assets for such satisfaction.
Signatures appear on following pages.
19

Lease No. L-7449
C 50-14-XXX-3-00
IN WITNESS WHEREOF, the Parties have signed this LEASE as of __________________,
2014.
LESSOR: LESSEE:
HHLuhrs, LLC MARICOPA COUNTY
By: _____________________________
Name: Rajan Hansji Chairman of the Board
Its: Manager Date:
Date: ATTEST:
By:
Name:
Title: Clerk of the Board
Date:
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this ______________ day of
_________________, 2014, by Rajan Hansji, Manager of HHLuhrs, LLC., an Arizona limited
liability company, on behalf of the limited liability company
My Commission Expires
Notary Public (signature)
APPROVED AS TO FORM:
By:
Name:
Title: Attorney for the County
Date:
20

Lease No. L-7449
C 50-14-XXX-3-00
Exhibit A
Premises Description
6th Floor of the Luhrs Tower
45 W. Jefferson, Phoenix, AZ

Lease No. L-7449
C 50-14-XXX-3-00
Exhibit B
Work Letter
WORK LETTER
Lessor’s Work. Subject to delay as provided herein, Lessor shall, at its own cost and expense,
perform the work described below (“Lessor’s Work”). Lessor agrees to deliver possession of the
Premises to Lessee with the following improvements (“Lessee Improvements”). No cost of
Lessor’s Work shall be included in the Operating Expenses under the Lease.
1. Re-carpet the Premises with new build standard carpet.
2. Patch and repaint the Premises with building standard paint.

Lease No. L-7449
C 50-14-XXX-3-00
Exhibit C
COMMENCEMENT DATE CONFIRMATION
Lessor: HHLuhrs, LLC
Lessee: Maricopa County, a Political Subdivision of the State of Arizona
This Commencement Date Confirmation is made by the undersigned Lessor and
Lessee pursuant to that certain Office Lease Agreement No. L-7449 dated as of
__________________ or certain premises known as Luhrs Tower, 45 W. Jefferson, Suite
600 (6th Floor), Phoenix, Arizona, 85003.
Lease Commencement Date; Termination Date. Lessor and Lessee hereby agree
that the Commencement Date of the Lease is , and the Termination
Date of the Lease is ___________________, 2019, unless terminated earlier as provided
for in the Lease Agreement.
Lessor: Lessee:
HHLuhrs, LLC Maricopa County
By: __________________________ By: __________________________
Name: Rajan Hansji Name:
Its: Manager Its: Real Estate Manager

Lease No. L-7449
C 50-14-XXX-3-00
Exhibit D
Subordination, Nondisturbance and Attornment Agreement
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
Bank of America, N.A. )
Commercial Real Estate Banking )
5 Park Plaza, Suite 500 )
Irvine, California 92614 )
Attn: Marilyn Smith )
Space above for Recorder’s Use
SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT
NOTICE: THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT
AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE BECOMING SUBJECT TO AND
OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENT.
This Subordination, Nondisturbance and Attornment Agreement (this “Agreement”) dated
_______________, 20___, is made among MARICOPA COUNTY, a political subdivision of the
State of Arizona (“Tenant”), HHLUHRS, LLC, an Arizona limited liability company
(“Landlord”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
WHEREAS, Lender is the owner of a promissory or deed of trust note (herein, as it may
have been or may be from time to time renewed, extended, amended, supplemented or restated,
called the “Note”) dated November 13, 2013, executed by Landlord payable to the order of
Lender, in the face principal amount of $28,000,000, bearing interest and payable as therein
provided, secured by, among other things, a Deed of Trust, Assignment of Rents and Leases,
Security Agreement and Fixture Filing dated as of November 13, 2013 (herein, as it may have
been or may be from time to time renewed, extended, amended or supplemented, called the
“Deed of Trust”), recorded on November ___, 2013 in the real property records of Maricopa
County, Arizona as Instrument No. _____________, covering, among other property, the land
(the “Land”) described in Exhibit “A” which is attached hereto and incorporated herein by
reference, and the improvements (“Improvements”) thereon (such Land and Improvements
being herein together called the “Property”);
WHEREAS, Tenant is the tenant under that certain Lease Agreement (Lease No. L-7449)
from Landlord dated ______________ (herein, as it may from time to time be renewed,
extended, amended or supplemented, called the “Lease”), covering a portion of the Property
(said portion being herein referred to as the “Premises”); and
WHEREAS, the term “Landlord” as used herein means the present landlord under the
Lease or, if the landlord’s interest is transferred in any manner, the successor(s) or assign(s)
occupying the position of landlord under the Lease at the time in question.
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Lease No. L-7449
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NOW, THEREFORE, in consideration of the mutual agreements herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
1. Subordination. Tenant agrees and covenants that the Lease and the rights of
Tenant thereunder, all of Tenant’s right, title and interest in and to the property covered by the
Lease, and any lease thereafter executed by Tenant covering any part of the Property, are and
shall be subject, subordinate and inferior to (a) the Deed of Trust and the rights of Lender
thereunder, and all right, title and interest of Lender in the Property, and (b) all other security
documents now or hereafter securing payment of any indebtedness of Landlord (or any prior
landlord) to Lender which cover or affect the Property (the “Security Documents”). This
Agreement is not intended and shall not be construed to subordinate the Lease to any mortgage,
deed of trust or other security document other than those referred to in the preceding sentence,
securing the indebtedness to Lender.
2. Nondisturbance. Lender agrees that so long as the Lease is in full force and effect
and Tenant is not in default in the payment of rent, additional rent or other payments or in the
performance of any of the other terms, covenants or conditions of the Lease on Tenant’s part to
be performed (beyond the period, if any, specified in the Lease within which Tenant may cure
such default),
(a) Tenant’s possession of the Premises under the Lease shall not be disturbed
or interfered with by Lender in the exercise of any of its foreclosure rights under the Deed of
Trust or in connection with any conveyance in lieu of foreclosure, and
(b) Lender will not join Tenant as a party defendant for the purpose of
terminating Tenant’s interest and estate under the Lease in any proceeding for foreclosure of the
Deed of Trust.
3. Attornment.
(a) Tenant covenants and agrees that in the event of foreclosure of the Deed
of Trust, whether by power of sale or by court action, or upon a transfer of the Property by
conveyance in lieu of foreclosure (the purchaser at foreclosure or the transferee in lieu of
foreclosure, including Lender if it is such purchaser or transferee, being herein called “New
Owner”), Tenant shall attorn to New Owner as Tenant’s new landlord, and agrees that the Lease
shall continue in full force and effect as a direct lease between Tenant and New Owner upon all
of the terms, covenants, conditions and agreements set forth in the Lease and this Agreement
(notwithstanding any rejection or attempted rejection of the Lease by Landlord pursuant to any
bankruptcy laws or otherwise in connection with any bankruptcy proceeding filed by or against
Landlord), except for provisions which are impossible for New Owner to perform; provided,
however, that in no event shall New Owner be:
(i) liable for any act, omission, default, misrepresentation or breach of
warranty of any previous landlord (including Landlord) or obligations accruing prior to
New Owner’s actual ownership of the Property;
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Lease No. L-7449
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(ii) subject to any offset, defense, claim or counterclaim which Tenant
might be entitled to assert against any previous landlord (including Landlord);
(iii) bound by any payment of rent, additional rent or other payments
made by Tenant to any previous landlord (including Landlord) for more than one (1)
month in advance;
(iv) bound by any amendment or modification of the Lease hereafter
made, or consent or acquiescence by any previous landlord (including Landlord) under
the Lease to any assignment or sublease hereafter granted, without the written consent of
Lender; or
(v) liable for any deposit that Tenant may have given to any previous
landlord (including Landlord) which has not, as such, been transferred to New Owner.
(b) The provisions of this Agreement regarding attornment by Tenant shall be
self-operative and effective without the necessity of execution of any new lease or other
document on the part of any party hereto or the respective heirs, legal representatives, successors
or assigns of any such party. Tenant agrees, however, to execute and deliver upon the request of
New Owner, any instrument or certificate mutually acceptable in form and substance to Tenant
and New Owner which in the reasonable judgment of New Owner may be necessary or
appropriate to evidence such attornment, including an amendment to the Lease naming New
Owner as landlord under the Lease.
4. Estoppel Certificate. Tenant agrees to execute and deliver from time to time,
upon the request of Landlord or of any holder(s) of any of the indebtedness or obligations
secured by the Deed of Trust, a certificate regarding the status of the Lease, certifying (a) that the
Lease is in full force and effect, (b) the date through which rentals have been paid, (c) the date of
the commencement of the term of the Lease, (d) the nature of any amendments or modifications
of the Lease, (e) that to the best of Tenant’s knowledge no default, or state of facts which with
the passage of time or notice (or both) would constitute a default, exists under the Lease, (f) that
to the best of Tenant’s knowledge, no setoffs, recoupments, estoppels, claims or counterclaims
exist against Landlord, and (g) such other matters as may be reasonably requested. If any of the
foregoing statements are untrue, Tenant’s certificate shall state the reasons therefor.
5. Acknowledgment and Agreement by Tenant. Tenant acknowledges and agrees as
follows:
(a) Tenant acknowledges that in connection with the financing of the
Property, Landlord is executing and delivering to Lender the Deed of Trust which contains an
assignment of leases and rents. From and after the date hereof, Tenant hereby expressly consents
to such assignment and agrees that such assignment shall, in all respects, be superior to any
interest Tenant has in the Lease or the Property, subject to the provisions of this Agreement.
Tenant will not amend, alter or waive any provision of, or consent to the amendment, alteration
or waiver of, any provision of the Lease without the prior written consent of Lender. Tenant
shall not prepay any rents or other sums due under the Lease for more than one (1) month in
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Lease No. L-7449
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advance of the due date therefor. Tenant acknowledges that Lender will rely upon this
instrument in connection with such financing.
(b) Lender, in making any disbursements to Landlord, is under no obligation
or duty to oversee or direct the application of the proceeds of such disbursements, and such
proceeds may be used by Landlord for purposes other than improvement of the Property.
(c) From and after the date hereof, in the event of any act or omission by
Landlord which would give Tenant the right, either immediately or after the lapse of time, to
terminate the Lease or to claim a partial or total eviction, Tenant will not exercise any such right
(i) until it has given written notice of such act or omission to Lender, and (ii) until the same
period of time as is given to Landlord under the Lease to cure such act or omission shall have
elapsed following such giving of notice to Lender and following the time when Lender shall
have become entitled under the Deed of Trust to remedy the same. In no event will Tenant
exercise any such right less than 30 days after receipt of such notice by Lender or prior to the
passage of such longer period of time as may be necessary to cure or remedy such default, act or
omission including such period of time necessary to obtain possession of the Property and
thereafter cure such default, act or omission, during which period of time Lender shall be
permitted to cure or remedy such default, act or omission. Notwithstanding the foregoing,
Lender shall have no duty or obligation to cure or remedy any breach or default. It is specifically
agreed that Tenant shall not, as to Lender, require cure of any such default which is personal to
Landlord and therefore not susceptible to cure by Lender.
(d) In the event that Lender notifies Tenant of a default under the Deed of
Trust, Note or Security Documents and demands that Tenant pay its rent and all other sums due
under the Lease directly to Lender, Tenant shall honor such demand and pay the full amount of
the previously invoiced rent and all other sums due under the Lease directly to Lender, without
offset, or as otherwise required pursuant to such notice beginning with the payment next due
after such notice of default, without inquiry as to whether a default actually exists under the
Deed of Trust, Security Documents or otherwise in connection with the Note, and
notwithstanding any contrary instructions of or demands from Landlord.
(e) From and after the date hereof, Tenant shall send a copy of any notice or
statement under the Lease to Lender at the same time such notice or statement is sent to Landlord
if such notice or statement has a material impact on the economic terms, operating covenants or
duration of the Lease.
(f) Tenant has no right or option of any nature whatsoever, whether pursuant
to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any
interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or
option, the same is hereby acknowledged to be subject and subordinate to the Deed of Trust and
is hereby waived and released as against Lender and New Owner.
(g) This Agreement satisfies any condition or requirement in the Lease
relating to the granting of a nondisturbance agreement and Tenant waives any requirement to the
contrary in the Lease.
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Lease No. L-7449
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(h) Lender and any New Owner shall have no liability to Tenant or any other
party for any conflict between the provisions of the Lease and the provisions of any other lease
affecting the Property (unless Lender or such New Owner shall have executed such other lease or
consented in writing to the execution thereof by Landlord), including any provisions relating to
exclusive or non-conforming uses or rights, renewal options and options to expand, and in the
event of such a conflict, Tenant shall have no right to cancel the Lease or take any other remedial
action against Lender or any New Owner. Nothing herein shall in any way limit or impair any
claim or cause of action which Tenant may have against Landlord in connection with any such
other conflicting lease affecting the Property.
(i) Notwithstanding anything to the contrary in the Lease or the Security
Documents, neither Lender nor any New Owner shall be liable for or bound by any
Construction-Related Obligation under the Lease, unless, in the case of Lender, such
Construction-Related Obligation is expressly assumed by Lender in writing as provided below.
In the event that Landlord defaults in the performance of any Construction-Related Obligation
under the Lease, Tenant may request written confirmation from Lender whether Lender intends
to cure such default in accordance with Section 5(c) above. Lender shall notify Tenant in writing
within 30 days after Tenant’s request for such confirmation whether Lender intends to cure
Landlord’s default in the performance of Landlord’s Construction-Related Obligation. If Lender
elects not to cure such default and Landlord fails to cure such default within any applicable cure
period set forth in the Lease, then, upon written notice to Landlord and Lender, Tenant may
exercise any termination rights available to Tenant under the Lease as the result of such default
by Landlord. Nothing herein shall in any way limit or impair any claims or causes of action
Tenant may have against Landlord for Landlord’s breach of any Construction-Related Obligation
under the Lease; however, Tenant expressly acknowledges that neither Lender nor any New
Owner shall have any duty or obligation to cure or remedy any breach or default by Landlord in
the performance of any Construction-Related Obligation. As used herein, a “Construction-
Related Obligation” means any obligation of Landlord under the Lease to make, pay for, or
reimburse Tenant for any alterations, demolition, or other improvements or work at the Property,
including the Premises, other than any ordinary maintenance obligations set forth in the Lease.
(j) Neither Lender nor any New Owner shall have any obligation nor shall
they incur any liability with respect to any warranties of any nature whatsoever, whether
pursuant to the Lease or otherwise (other than any construction warranties with respect to any
construction performed by Lender or such New Owner, as the case may be, at the Property;
provided, however, that Lender shall be liable, if at all, only with respect to any such
construction performed by Lender, and any such New Owner shall be liable, if at all, only with
respect to any such construction performed by such New Owner), including any warranties
respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability,
fitness for purpose or possession.
(k) In the event that Lender or any New Owner shall acquire title to the
Premises or the Property, Lender or such New Owner shall have no obligation, nor shall it incur
any liability, beyond Lender’s or New Owner’s then-equity interest, if any, in the Property or the
Premises, and Tenant shall look exclusively to such equity interest of Lender or New Owner, if
any, for the payment and discharge of any obligations imposed upon Lender or New Owner
hereunder or under the Lease or for recovery of any judgment from Lender or New Owner, and
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Lease No. L-7449
C 50-14-XXX-3-00
in no event shall Lender, New Owner, or any of their respective officers, directors, shareholders,
agents, representatives, servants, employees or partners ever be personally liable for such
judgment.
(l) To its knowledge, Tenant has never permitted, and will not permit, the
generation, treatment, storage or disposal of any hazardous substance as defined under federal,
state, or local law, on the Premises or Property except for such substances of a type and only in a
quantity normally used in connection with the occupancy or operation of buildings (such as non-
flammable cleaning fluids and supplies normally used in the day-to-day operation of first class
establishments similar to the Improvements), which substances are being held, stored, and used
in strict compliance with federal, state, and local laws. Tenant shall be solely responsible for and
shall reimburse and indemnify Landlord, New Owner or Lender, as applicable, for any loss,
liability, claim or expense, including cleanup and all other expenses, including legal fees that
Landlord, New Owner or Lender, as applicable, may incur by reason of Tenant’s violation of the
requirements of this Section 5(l).
6. Acknowledgment and Agreement by Landlord. Landlord, as landlord under the
Lease and trustor under the Deed of Trust, acknowledges and agrees for itself and its heirs,
representatives, successors and assigns, that: (a) this Agreement does not constitute a waiver by
Lender of any of its rights under the Deed of Trust, Note or Security Documents, nor does this
Agreement in any way release Landlord from its obligations to comply with the terms,
provisions, conditions, covenants, agreements and clauses of the Deed of Trust, Note and
Security Documents; (b) the provisions of the Deed of Trust, Note and Security Documents
remain in full force and effect and must be complied with by Landlord; and (c) Tenant is hereby
authorized to pay its rent and all other sums due under the Lease directly to Lender upon receipt
of a notice as set forth in Section 5(d) above from Lender and that Tenant is not obligated to
inquire as to whether a default actually exists under the Deed of Trust or the Security Documents
or otherwise in connection with the Note. Landlord hereby releases and discharges Tenant of
and from any liability to Landlord resulting from Tenant’s payment to Lender in accordance with
this Agreement. Landlord represents and warrants to Lender that a true and complete copy of the
Lease has been delivered by Landlord to Lender.
7. Lease Status. Landlord and Tenant certify to Lender that neither Landlord nor
Tenant has knowledge of any default on the part of the other under the Lease, that the Lease is
bona fide and contains all of the agreements of the parties thereto with respect to the letting of
the Premises and that all of the agreements and provisions therein contained are in full force and
effect.
8. Notices. All notices, requests, consents, demands and other communications
required or which any party desires to give hereunder shall be in writing and shall be deemed
sufficiently given or furnished if delivered by personal delivery, by telegram, telex, or facsimile,
by expedited delivery service with proof of delivery, or by registered or certified United States
mail, postage prepaid, at the addresses specified at the end of this Agreement (unless changed by
similar notice in writing given by the particular party whose address is to be changed). Any such
notice or communication shall be deemed to have been given either at the time of personal
delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the
address and in the manner provided herein, or, in the case of telegram, telex or facsimile, upon
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Lease No. L-7449
C 50-14-XXX-3-00
receipt. Notwithstanding the foregoing, no notice of change of address shall be effective except
upon receipt. This Section 8 shall not be construed in any way to affect or impair any waiver of
notice or demand provided in this Agreement or in the Lease or in any document evidencing,
securing or pertaining to the loan evidenced by the Note or to require giving of notice or demand
to or upon any person in any situation or for any reason.
9. Miscellaneous.
(a) This Agreement supersedes any inconsistent provision of the Lease.
(b) Nothing contained in this Agreement shall be construed to derogate from
or in any way impair or affect the lien, security interest or provisions of the Deed of Trust, Note
or Security Documents.
(c) This Agreement shall inure to the benefit of the parties hereto, their
respective successors and permitted assigns, and any New Owner, and its heirs, personal
representatives, successors and assigns; provided, however, that in the event of the assignment or
transfer of the interest of Lender, all obligations and liabilities of the assigning Lender under this
Agreement shall terminate, and thereupon all such obligations and liabilities shall be the
responsibility of the party to whom Lender’s interest is assigned or transferred; and provided
further that the interest of Tenant under this Agreement may not be assigned or transferred
without the prior written consent of Lender.
(d) THIS AGREEMENT AND ITS VALIDITY, ENFORCEMENT AND
INTERPRETATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
ARIZONA AND APPLICABLE UNITED STATES FEDERAL LAW.
(e) The words “herein,” “hereof,” “hereunder” and other similar compounds
of the word “here” as used in this Agreement refer to this entire Agreement and not to any
particular section or provision. The terms “include” and “including” shall be interpreted as if
followed by the words “without limitation.”
(f) This Agreement may not be modified orally or in any manner other than
by an agreement in writing signed by the parties hereto or their respective successors in interest.
(g) If any provision of this Agreement shall be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not apply to or
affect any other provision hereof, but this Agreement shall be construed as if such invalidity,
illegality or unenforceability did not exist.
(h) This Agreement may be executed in counterparts, and all counterparts
shall constitute but one and the same document.
(i) This Agreement will be recorded in the real property records of Maricopa
County, Arizona.
[Signatures appear on following page.]
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Lease No. L-7449
C 50-14-XXX-3-00
NOTICE: THIS AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON
OBLIGATED ON YOUR LEASE TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE
EXPENDED FOR PURPOSES OTHER THAN IMPROVEMENT OF THE PROPERTY.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
ADDRESS OF LENDER: LENDER:
Bank of America, N.A. BANK OF AMERICA, N.A.,
5 Park Plaza, Suite 500 a national banking association
Irvine, California 92614
Attention:
By:_________________________________
Name: ______________________________
Title: _______________________________
[Signatures Continue on the Following Pages]
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Lease No. L-7449
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ADDRESS OF LANDLORD: LANDLORD:
HHLUHRS, LLC HHLUHRS, LLC,
631 West Katella Avenue, Fifth Floor an Arizona limited liability company
Anaheim, CA 92802
Attention: Rajan Hansji By:_________________________________
Name: ______________________________
Title: _______________________________
[Signatures Continue on the Following Page]
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Lease No. L-7449
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ADDRESS OF TENANT: TENANT:
Maricopa County Department of Finance MARICOPA COUNTY,
301 West Jefferson a political subdivision of the State of Arizona
Phoenix, Arizona 85003
Attention: Real Estate Services Manager
By:_________________________________
and Name: ______________________________
Title: Chairman of the Board
Maricopa County Attorney’s Office
301 West Jefferson
Phoenix, Arizona 85003 ATTEST:
Attention: Financial Administration
By:_________________________________
Name: ______________________________
Title: Clerk of the Board
APPROVED AS TO FORM:
By:_________________________________
Name: ______________________________
Title: Attorney for the County
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EXHIBIT “A”
LEGAL DESCRIPTION OF THE LAND
That certain real property situated in the State of Arizona, County of Maricopa, more particularly
described as follows:
PARCEL NO. 1:
LOT 1, OF LUHRS BLOCK, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 1005 OF
MAPS, PAGE 26;
TOGETHER WITH THAT PART OF THE 25 FOOT WIDE EAST-WEST ALLEY AS SHOWN ON
AND DEDICATED BY LUHRS BLOCK, ACCORDING TO THE PLAT OF RECORD IN THE
OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, IN BOOK 1005 OF
MAPS AT PAGE 26, LYING BETWEEN THE SOUTHERLY PROLONGATIONS OF THE WEST
AND EAST LINES OF LOT 1 OF SAID LUHRS BLOCK AS ABANDONED IN RESOLUTION 21046
RECORDED AS 2012-0383832 OF OFFICIAL RECORDS.
PARCEL NO. 2:
LOT 1, OF LUHRS SOUTH, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 1073 OF
MAPS, PAGE 27.
A-1

ACKNOWLEDGMENT
State of California
County of ___________
On ________________ before me, ___________________________________________,
(here insert name and title of the officer)
personally appeared __________________________________ who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ____________________________ (Seal)

ACKNOWLEDGMENT
State of California
County of ___________
On ________________ before me, ___________________________________________,
(here insert name and title of the officer)
personally appeared __________________________________ who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ____________________________ (Seal)

STATE OF ARIZONA )
) ss.
County of ___________ )
The foregoing instrument was acknowledged before me this _____day of ________,
2014, by , the , of __________________,
a(n) ____________________, on behalf of the __________________.
Notary Public
My Commission Expires:
____________________
STATE OF ARIZONA )
) ss.
County of ___________ )
The foregoing instrument was acknowledged before me this _____day of ________,
2014, by , the , of __________________,
a(n) ____________________, on behalf of the __________________.
Notary Public
My Commission Expires:
____________________
STATE OF ARIZONA )
) ss.
County of ___________ )
The foregoing instrument was acknowledged before me this _____day of ________,
2014, by , the , of __________________,
a(n) ____________________, on behalf of the __________________.
Notary Public
My Commission Expires:
____________________

Exhibit E
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L-7449
C-50-14-xxx-3-00
THE PURPOSE of this certificate is to confirm the current status of matters relating to the Lease
described below. This Estoppel Certificate is for the benefit of the Lessor and
_____________________________________________, its successors and/or assigns
(hereinafter “Lender”) and for no other person or entity.
1. Maricopa County, a political subdivision of the state of Arizona, is the “Lessee” or
“Tenant” under a Lease Agreement for Lease No. L-7449 (hereinafter the “Lease”) by
and between HHLuhrs, LLC, an Arizona limited liability company, as Lessor, and
Lessee dated _______________ covering the premises described as: a lease of 3,239
square feet (the Leased Premises), located at Luhrs Tower, 45 W. Jefferson, Suite 600
(6th Floor), Phoenix, Arizona, 85003. The Leased Premises are more fully described in
the attached fully executed copy of the Lease agreement (and all amendments or
modification thereto, if any) and Exhibit “A” of said Lease agreement. Other than as
set forth above, there are no other modifications or amendments to the lease.
2. The Leased Premises have been accepted by the Tenant; and the Tenant now occupies
the Leased Premises pursuant to the Lease terms. The commencement date for the term
of the Lease is ___________________, 2014.
3. The term of the Lease is for 60 months, unless terminated earlier as provided for in the
Lease. The lease will terminate on ______________________________, 2019, subject
to any option to renew, extend or holdover the term as described in the Lease, and
subject to any early termination as described in the Lease.
4. Lessor has completed all tenant improvement work, if any, as required under the terms
of the Lease except for ___________________________________.
5. Tenant claims that the Lessor has not performed the following Lessor’s obligations as
directed by the Lease: __________________________________.
6. The current base or fixed monthly rent for the Leased Premises is $________ . Tenant
has paid the current monthly rent in full. There are no other rents or other charges
under the Lease which are, at this time, due and unpaid. Rents are fully paid (if
required by the lease) through the last day of the month in which this Estoppel
Certificate has been executed.
7. The Tenant has made no security deposit.
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8. Except for rents (if any) which may be due under the Lease for the current month, there
are no rents, offsets or credits against future accruing rents, or other charges which have
been prepaid to the Lessor under the Lease.
9. Tenant has no right or option to purchase any portion of the Real Property upon which
the Leased Premises are situated.
10. Tenant has received no notice of a prior sale, transfer, assignment, hypothecation or
pledge of said Lease or of the rents secured therein, except to Lender.
11. Tenant acknowledges that this Estoppel Certificate and the statements therein may be
conclusively relied upon by the Lessor and other person(s) or entity(ies) named above
in the first paragraph.
12. This agreement shall be binding upon and inure to the benefit of the Lessor, and any
other person(s) or entity(ies) named above in the first paragraph.
13. The execution of this document by the Chief Financial Officer or Real Estate Manager
for Maricopa County is expressly authorized by the Maricopa County Board of
Supervisors in Section 20.15 of the Lease.
The Tenant understands and acknowledges that Lender will rely on this Estoppel Certificate in
acquiring or making a mortgage loan to Lessor and that in connection with said loan, Lessor’s
interest in the Lease is being assigned to Lender as additional security for the loan.
Executed this ___ day of _________________, 20__.
Lessee: Maricopa County
__________________________________
Signature
By: _______________________________
Printed Name
Title: _____________________________
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EXHIBIT F
Building Rules and Regulations
L-7449
C-50-14-xxx-3-00
The following Rules and Regulations shall be in effect at the Building. Lessor reserves the right to adopt
reasonable nondiscriminatory modifications and additions at any time. In the case of any conflict between
these regulations and the Lease, the Lease shall be controlling.
1. Except with the prior written consent of Lessor, or unless otherwise specifically
authorized in this Lease, Lessee shall not sell or permit the retail sale of goods or services
in or from the Premises, nor shall Lessee allow the Premises to be utilized for any
manufacturing or medical practice.
2. The sidewalks, halls, passages, elevators, stairways, and other Common Areas shall not
be obstructed by Lessee or used by it for storage, for depositing items, or for any purpose
other than for ingress to and egress from the Premises. The halls, passages, entrances,
elevators, stairways, balconies and roof are not for the use of the general public, and
Lessor shall in all cases retain the right to control and prevent access to those areas of all
persons whose presence, in the judgment of Lessor, shall be prejudicial to the safety,
character, reputation and interests of the Building and its tenants. Should Lessee have
access to any balcony or patio area, Lessee shall not place any furniture or other personal
property in such area without the prior written approval of Lessor. Nothing contained in
this Lease shall be construed to prevent access to persons with whom Lessee normally
deals only for the purpose of conducting its business on the Premises (such as clients,
customers, office suppliers and equipment vendors and the like) unless those persons are
engaged in illegal activities. Neither Lessee nor any employee or contractor of Lessee
shall go upon the roof of the Building without the prior written consent of Lessor.
3. The sashes, sash doors, windows, glass lights, solar film and/or screen, and any lights or
skylights that reflect or admit light into the halls or other places of the Building 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 shall be thrown in those facilities, and
the expense of any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by Lessee.
4. If Lessor, by a notice in writing to Lessee, shall object to any curtain, blind, tinting, shade
or screen attached to, or hung in, or used in connection with, any window or door of the
Premises, the use of that curtain, blind, tinting, shade or screen shall be immediately
discontinued and removed by Lessee. No awnings shall be permitted on any part of the
Premises. No antenna or satellite dish shall be installed by Lessee that is either located or
visible from outside the Premises without the prior written agreement of Lessor.
5. Lessee shall not do or permit anything to be done in the Premises, or bring or keep
anything in the Premises, which shall in any way increase the rate of fire insurance on the
Building, or on the property kept in the Building, or obstruct or interfere with the rights
of other tenants, or in any way injure or annoy them, or conflict with the regulations of

the Fire Department or the fire laws, or with any insurance policy upon the Building, or
any portion of the Building or its contents, or with any rules and ordinances established
by the Board of Health or other governmental authority.
6. The installation and location of any unusually heavy equipment in the Premises,
including without limitation file storage units, safes and electronic data processing
equipment, shall require the prior written approval of Lessor. Lessor may restrict the
weight and position of any equipment that may exceed the weight load limits for the
structure of the Building, and may further require, at Lessee’s expense, the reinforcement
of any flooring on which such equipment may be placed and/or an engineering study to
be performed to determine whether the equipment may safely be installed in the Building
and the necessity of any reinforcement. The moving of large or heavy objects shall occur
only between those hours as may be designated by, and only upon previous written notice
to, Lessor, and the persons employed to move those objects in or out of the Building must
be reasonably acceptable to Lessor. Without limiting the generality of the foregoing, no
freight, furniture or bulky matter of any description shall be received into or moved out of
the lobby of the Building or carried in any elevator other than the freight elevator
designated by Lessor unless approved in writing by Lessor.
7. Lessor shall clean the Premises as provided in the Lease, and except with the written
consent of Lessor, no person or persons other than those approved by Lessor will be
permitted to enter the Building for that purpose. Lessee shall not cause unnecessary labor
by reason of Lessee’s carelessness and indifference in the preservation of good order and
cleanliness. Lessor shall not be responsible to Lessee or its employees for loss or damage
to property in connection with the provision of janitorial services by third party
contractors.
8. Lessee shall not sweep or throw, or permit to be swept or thrown, from the Premises any
dirt or other substance into any of the corridors or halls or elevators, or out of the doors or
windows or stairways of the Building, and Lessee shall not use, keep or permit to be used
or kept any foul or noxious gas or substance in the Premises, or permit or suffer the
Premises to be occupied or used in a manner offensive or objectionable to Lessor or other
occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any
way with other tenants or those having business with other tenants, nor shall any animals
or birds be kept by Lessee in or about the Building. Smoking or carrying of lighted
cigars, cigarettes, pipes or similar products anywhere within the Premises or Building is
strictly prohibited, and Lessor may enforce such prohibition pursuant to Lessor’s
leasehold remedies. Smoking is permitted outside the Building and within the project
only in areas designated by Lessor.
9. No cooking shall be done or permitted by Lessee on the Premises, except pursuant to the
normal use of a U.L. approved microwave oven and coffee maker for the benefit of
Lessee’s employees and invitees, nor shall the Premises be used for the storage of
merchandise or for lodging. Any pipes or tubing used by Lessee to transmit water to an
appliance or device in the Premises must be made of copper or stainless steel, and in no
event shall plastic tubing be used for that purpose.
10. Lessee shall not use or keep in the Building any kerosene, gasoline, or inflammable fluid
or any other illuminating material, or use any method of heating other than that supplied
by Lessor.
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11. If Lessee desires telephone, telegraph, burglar alarm or similar connections, Lessor will
direct electricians as to where and how the wires are to be introduced. No boring or
cutting for wires or otherwise shall be made without directions from Lessor.
12. Upon the termination of its tenancy, Lessee shall deliver to Lessor all the keys to offices,
rooms and toilet rooms and all access cards which shall have been furnished to Lessee or
which Lessee shall have had made.
13. Lessee shall not mark, drive nails, screw or drill into the partitions, woodwork or plaster
or in any way deface the Premises, except to install normal wall hangings. Lessee shall
not affix any floor covering to the floor of the Premises in any manner except by a paste,
or other material which may easily be removed with water, the use of cement or other
similar adhesive materials being expressly prohibited. The method of affixing any floor
covering shall be subject to approval by Lessor. The expense of repairing any damage
resulting from a violation of this rule shall be borne by Lessee.
14. On Saturdays, Sundays and State legal holidays, and on other days between the hours of
6:00 p.m. and 8:00 a.m., access to the Building, or to the halls, corridors, elevators or
stairways in the Building, or to the Premises, may be refused unless the person seeking
access complies with any access control system that Lessor may establish. Lessor shall in
no case be liable for damages for the admission to or exclusion from the Building of any
person whom Lessor has the right to exclude under Rules 2 or 18 of this Exhibit. In case
of invasion, mob, riot, public excitement, or other commotion, or in the event of any
other situation reasonably requiring the evacuation of the Building, Lessor reserves the
right at its election and without liability to Lessee to prevent access to the Building by
closing the doors or otherwise, for the safety of the tenants and protection of property in
the Building.
15. Lessee shall be responsible for protecting the Premises from theft, which includes
keeping doors and other means of entry closed and securely locked. Lessee shall cause all
water faucets or water apparatus to be shut off before Lessee or Lessee’s employees leave
the Building, and that all electricity, gas or air shall likewise be shut off, so as to prevent
waste or damage, and for any default or carelessness Lessee shall make good all injuries
sustained by other tenants or occupants of the Building or Lessor.
16. Lessee shall not alter any lock or install a new or additional lock or any bolt on any door
of the Premises without the prior written consent of Lessor. If Lessor gives its consent,
Lessee shall in each case promptly furnish Lessor with a key for any new or altered lock.
17. Lessee shall not install equipment, such as but not limited to electronic tabulating or
computer equipment, requiring electrical or air conditioning service in excess of that to
be provided by Lessor under the Lease.
18. Lessor shall have full and absolute authority to regulate or prohibit the entrance to the
Premises of any vendor, supplier, purveyor, petitioner, proselytizer or other similar
person if, in the good faith judgment of Lessor, such person will be involved in general
solicitation activities, or the proselytizing, petitioning, or disturbance of other tenants or
their customers or invitees, or engaged or likely to engage in conduct which may in
Lessor’s opinion distract from the use of the Premises for its intended purpose.
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Notwithstanding the foregoing, Lessor reserves the absolute right and discretion to limit
or prevent access to the Buildings by any food or beverage vendor, whether or not invited
by Lessee, and Lessor may condition such access upon the vendor’s execution of an entry
permit agreement which may contain provisions for insurance coverage and/or the
payment of a fee to Lessor.
19. Lessee shall, upon request by Lessor, supply Lessor with the names and telephone
numbers of personnel designated by Lessee to be contacted on an after-hours basis should
circumstances warrant.
20. Lessee shall cause its employees and agents, and shall endeavor to instruct its invitees, to
wear attire suitable for a first class office project while such persons are in the Building
or Project.
21. Lessor may from time to time grant tenants individual and temporary variances from
these Rules, provided that any variance does not have a material adverse effect on the use
and enjoyment of the Premises by Lessee.
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EXHIBIT G
Parking Rules and Regulations
L-7449
C-50-14-xxx-3-00
The following parking regulations shall be in effect at the Building. Lessor reserves the right to adopt
reasonable, nondiscriminatory modifications and additions to the regulations by written notice to Lessee.
In the case of any conflict between these regulations and the Lease, the Lease shall be controlling.
1. Lessor shall not be liable for any damage to motor vehicles of visitors or employees, for
any loss of property from within those motor vehicles, or for any injury to Lessee, its
visitors or employees, unless ultimately determined to be caused by the sole active
negligence or willful misconduct of Lessor. Unless otherwise instructed by Lessor, every
parker shall park and lock his or her own motor vehicle. Lessor shall also have the right
to establish, and from time to time amend, and to enforce against all users of the parking
area all reasonable rules and regulations (including the designation of areas for employee
parking) as Lessor may deem necessary and advisable for the proper and efficient
operation and maintenance of the parking area. Garage managers or attendants are not
authorized to make or allow any exceptions to these regulations.
2. Lessor may, if it deems advisable in its sole discretion, charge for parking and may
establish for the parking area a system or systems of permit parking for Lessee, its
employees and its visitors, which may include, but not be limited to, a system of charges
against nonvalidated parking, verification of users, a set of regulations governing
different parking locations, and an allotment of reserved or unreserved parking spaces
based upon the charges paid and the identity of users. In no event shall Lessee or its
employees park in reserved stalls leased to other tenants or in stalls within designated
visitor parking zones, nor shall Lessee or its employees utilize more than the number of
parking stalls allotted in this Lease to Lessee. It is understood that Lessor shall not have
any obligation to cite improperly parked vehicles or otherwise attempt to enforce
reserved parking rules during hours when parking attendants are not present at the
parking area. Lessee shall comply with such system in its use (and in the use of its
visitors, patrons and employees) of the parking area, provided, however, that the system
and rules and regulations shall apply to all persons entitled to the use of the parking area,
and all charges to Lessee for use of the parking area shall be no greater than Lessor’s then
current scheduled charge for parking.
3. Lessee shall, upon request of Lessor from time to time, furnish Lessor with a list of its
employees’ names and of Lessee’s and its employees’ vehicle license numbers. Lessee
agrees to acquaint its employees with these regulations and assumes responsibility for
compliance by its employees with these parking provisions, and shall be liable to Lessor
for all unpaid parking charges incurred by its employees. Any amount due from Lessee
shall be deemed additional rent. Lessee authorizes Lessor to tow away from the Building
any vehicle belonging to Lessee or Lessee’s employees parked in violation of these
provisions, and/or to attach violation stickers or notices to those vehicles. In the event
Lessor elects or is required to limit or control parking by tenants, employees, visitors or
invitees of the Building, whether by validation of parking tickets, parking meters or any

other method of assessment, Lessee agrees to participate in the validation or assessment
program under reasonable rules and regulations as are established by Lessor and/or any
applicable governmental agency.
4. Lessor may establish an identification system for vehicles of Lessee and its employees
which may consist of stickers, magnetic parking cards or other parking access devices
supplied by Lessor. All such parking access devices shall remain the property of Lessor,
shall be displayed as required by Lessor or upon request and may not be mutilated or
obliterated in any manner. Those devices shall not be transferable and any such device in
the possession of an unauthorized holder shall be void and may be confiscated. Lessor
may impose a reasonable fee for access devices and a replacement charge for devices
which are lost or stolen. Each access device shall be returned to Lessee promptly
following the Expiration Date or sooner termination of this Lease. Loss or theft of
parking access devices shall be reported to Lessor or its parking area operator
immediately and a written report of the loss filed if requested by Lessor or its parking
area operator.
5. Persons using the parking area shall observe all directional signs and arrows and any
posted speed limits. Unless otherwise posted, in no event shall the speed limit of 5 miles
per hour be exceeded. All vehicles shall be parked entirely within painted stalls, and no
vehicles shall be parked in areas which are posted or marked as “no parking” or on or in
ramps, driveways and aisles. Only one vehicle may be parked in a parking space. In no
event shall Lessee interfere with the use and enjoyment of the parking area by other
tenants of the Building or their employees or invitees. Parking area hours are 6:00 a.m. to
6 p.m., Mondays through Fridays. Lessee’s lease of parking is limited to the hours
designated above and does not include parking for the US Airways Center, Chase Field,
concert venues, conventions or any other Downtown special events.
6. Parking areas shall be used only for parking vehicles. Washing, waxing, cleaning or
servicing of vehicles, or the parking of any vehicle on an overnight basis, in the parking
area (other than emergency services) by any parker or his or her agents or employees is
prohibited unless otherwise authorized by Lessor. Lessee shall have no right to install any
fixtures, equipment or personal property (other than vehicles) in the parking area, nor
shall Lessee make any alteration to the parking area.
7. It is understood that the employees of Lessee and the other tenants of Lessor within the
Building and Project shall not be permitted to park their automobiles in the portions of
the parking area which may from time to time be designated for patrons of the Building
and/or Project and that Lessor shall at all times have the right to establish rules and
regulations for employee parking. Lessor shall lease to Lessee, and Lessee may lease
from Lessor for the Term of this Lease, all or a portion of the vehicle parking spaces set
forth in Section 12.1 of the Lease (the “Allotted Stalls”). Subject to the foregoing,
during the Initial Term only, Lessee shall pay to Lessor for the lease of the Allotted Stalls
the rate set forth in Section 12.1 of the Lease. Following the expiration of the Initial
Term, the charges shall be at Lessor’s scheduled parking rates from time to time.
Payment shall be made on or before the 1st day of each month and should any monthly
parking charge not be paid within five (5) days following the date due, then a late charge
shall be payable by Lessee equal to the greater of (i) five percent (5%) of the delinquent
installment or (ii) One Hundred Dollars ($100.00), which late charge shall be separate
and in addition to any late charge that may be assessed pursuant to Section 17.3 of the
Lease for other than delinquent monthly parking charges. Lessor may authorize persons
other than those described above, including occupants of other buildings and for public
2

use, to utilize the parking area. In the event of the use of the parking area by other
persons, those persons shall pay for that use in accordance with the terms established by
Lessor.
8. Notwithstanding the foregoing Paragraphs 1 through 7, Lessor shall be entitled to pass on
to Lessee its proportionate share of any charges or parking surcharge or transportation
management costs levied by any governmental agency, including any “use tax” or any
other tax on licensing, leasing and/or renting. The foregoing parking provisions are
further subject to any governmental regulations which limit parking or otherwise seek to
encourage the use of carpools, public transit or other alternative transportation forms or
traffic reduction programs. Lessee agrees that it will use its best efforts to cooperate,
including registration and attendance, in programs which may be undertaken to reduce
traffic. Lessee acknowledges that as a part of those programs, it may be required to
distribute employee transportation information, participate in employee transportation
surveys, allow employees to participate in commuter activities, designate a liaison for
commuter transportation activities, distribute commuter information to all employees,
and otherwise participate in other programs or services initiated under a transportation
management program.
9. Should any parking spaces be allotted by Lessor to Lessee, either on a reserved or
unreserved basis, Lessee shall not assign or sublet any of those spaces, either voluntarily
or by operation of law, without the prior written consent of Lessor, except in connection
with an authorized assignment of this Lease or subletting of the Premises.
3