L-7494 AMD 2 TO LEASE RE RAILROAD PROPERTIES (03).PDF

Amendment No. 2  
LEASE No. L-7494 
C-21-20-008-1-03
1 
AMENDMENT NO. 2 TO LEASE AGREEMENT 
BETWEEN 
RAILROAD PROPERTIES, LLC. 
AND 
MARICOPA COUNTY 
RECITALS 
A.
Maricopa County, a political subdivision of the state of Arizona (“Lessee”), and Railroad
Properties, LLC., an Arizona limited liability company (“Lessor”), are parties to that certain Lease
Agreement No. L-7494 dated June 6, 2020 and Amendment No. 1 to Lease Agreement dated June
9, 2021 (collectively, “Agreement”).  The Agreement is for property located at 420 S. 3rd Avenue,
Phoenix, AZ (APN 112-18-997B) consisting of approximately 3,600 rentable square feet (“RSF”)
of office space (“Premises”).
B.
The term of the Agreement expires on July 31, 2022.
C.
Lessee and Lessor now mutually desire to enter into this Amendment No. 2 (“Amendment”) to
amend the Agreement to (A) redefine parking; (B) extend the Term of the Agreement; (C) modify
the rent; (D) modify the option to renew; (E) redefine the operating expenses; (F) allow for a Right
to Terminate the Lease and; (G) allow for a Right of First Option.
AGREEMENT 
NOW THEREFORE, in consideration of the foregoing and other good and valuable 
consideration, receipt and sufficiency of which is hereby acknowledged, Lessee and Lessor agree 
to amend the Agreement as follows: 
1.
The Recitals, by this reference, are hereby incorporated into this Amendment.
2.
Capitalized terms used in this Amendment without definition shall have the meanings assigned to
such terms in the Agreement, unless the context expressly requires otherwise.
3.
Section 1.3 Parking of the Agreement shall be deleted in its entirety and replaced with the
following.
Section 1.3 Parking.  Lessee, its employees, agents, invitees, contractors, subcontractors, engineers,
consultants, suppliers and other representatives, and their respective employees, without charge or
fee to Lessee, shall have the exclusive right to use up to fourteen (14) parking spaces associated
with the Premises.  In addition, Lessee shall have exclusive use of the fenced parking located within
the Premises, which includes space for an additional fifty-two (52) parking spaces for a total of 66
parking spaces per Exhibit A, attached hereto and incorporated herein. Within thirty (30) days of
receipt of an invoice, Lessee shall pay thirty dollars ($30.00) per parking space per month for the
52 additional parking spaces.  Lessor shall be responsible for installation and enforcement of means
necessary to provide exclusivity of Parking.  Upon Lessee’s written notice to Lessor, Lessee, at
Lessor’s sole discretion, shall have access to up to an additional ten (10) parking spaces on the
campus east of the Premises at a rate of thirty dollars ($30.00) per parking space subject to
availability to be paid within thirty (30) days after receipt of invoice.  Lessee parking spaces on the
campus east of the Premises shall be marked for Lessee’s use.  If at any time during the Term of

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the Agreement Lessor is required to terminate Lessee’s use of any or all of the sixteen (16) parking 
spaces on the northern border of the fenced parking lot, Lessor shall provide Lessee not less than 
thirty (30) days prior written notice of such termination, and reduce the monthly parking fee by an 
amount equal to thirty dollars ($30.00) for each space whose use is terminated. 
Upon full execution of this Amendment Lessor shall provide Lessee with tenant improvements (“TI 
Allowance”) equal to five dollars ($5.00) per RSF to be used at any time during the first eighteen 
(18) months of the Term for improvements to the Premises, parking lot, security for Lessee parking
at the Premises or use any unused TI Allowance as a parking fee credit.
4.
The Term of the Agreement is hereby extended for sixty-five (65) months, commencing August 1,
2022 through December 31, 2027, unless terminated earlier as provided for in the Agreement.  This
Agreement, as amended, is subject to termination pursuant to A.R.S. §38-511, the provisions of
which are incorporated herein by this reference. This Agreement may be terminated by Lessee at
the end of any fiscal year due to non-appropriation of funds without any penalty or liability to
Lessee. County and state fiscal years end June 30, Federal fiscal year ends September 30.
5.
Lessee agrees to pay as full-service rent, in equal monthly installments, the sums as follows:
Lease Term 
Rate 
Monthly 
Months 01 – 05 
$0.00/RSF 
$0.00 
Months 06 - 17 
$25.00/RSF 
$7,500 plus rental tax 
Months 18 – 29 
$25.50/RSF 
$7,650 plus rental tax 
Months 30 – 41 
$26.00/RSF 
$7,800 plus rental tax 
Months 42 – 53 
$26.50/RSF 
$7,950 plus rental tax 
Months 54 - 65  
$27.00/RSF 
$8,100 plus rental tax 
The above rent includes applicable real estate taxes, insurances and all other operating expenses 
(except rental tax, data/telephone (if needed), and janitorial service).   
6.
Section 2.3 Option to Renew of the Agreement shall be deleted in its entirety and replaced with the
following.
Section 2.3 Option to Renew.  Provided Lessee is not in default hereunder, the Term of this
Agreement may be extended for one (1) additional five (5) year term (“Renewal Term”).  To
exercise a Renewal Term, Lessee shall give Lessor written notice of its intent to renew at least sixty
(60) days prior to the expiration of the then current Agreement Term.  During the Renewal Term,
the terms, provisions and conditions contained within this Agreement shall remain in full force and
effect.  The rent during the Renewal Term(s) shall be at fair market value.
7.
Lessee shall pay its proportionate share of Operating Expenses for the Property above 2022 Base
Year. Any increases in parking lot operations, rent, or maintenance expenses will be included in
Base Year accounting.
8.
Right to Terminate.  Lessee shall have the ongoing right to terminate the Agreement, with no
termination fee penalty or liability, after the thirty sixth (36th) month of paid rent with nine (9)
month’s written notice to Lessor.
9.
Section 5 of Amendment 1 to Lease Agreement shall be deleted in its entirety and replaced with

Amendment No. 2  
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the following. 
Right of First Option.  Provided Lessee is not in default of the Agreement, Lessee shall have a 
Right of First Option (“ROFO”) to purchase the Premises or Property. In the event the Lessor 
desires to sell the Premises or Property, Lessor shall provide first official notice to Lessee of its 
intent to sell the Premises or Property, along with proposed price and terms. Lessee shall have thirty 
(30) days to respond with their acceptance, counteroffer or rejection of proposed terms. Lessor and
Lessee shall diligently proceed to consummate a sale transaction.
10.
Counterparts; Electronic Signatures.  This Agreement 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. Electronic signatures shall have the same force and effect as original
signatures.
11.
The foregoing paragraphs contain all the changes made by this Amendment. All other terms and
conditions of the Agreement remain the same and in full force and effect, except as herein amended.
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IN WITNESS WHEREOF, the Parties have fully executed this Amendment as of the last date written 
below. 
LESSOR: 
Railroad Properties, LLC 
c/o Heiland Family, LLP 
By: ___________________________________ 
       Gregory Heiland, Manager 
       ___________________________________ 
       Date

Amendment No. 2  
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LESSEE:  
Maricopa County 
By: ___________________________________ 
Bill Gates 
Chairman, Board of Supervisors 
ATTEST: 
_______________________________________ 
Clerk of the Board 
 
Date 
APPROVED AS TO FORM: 
_______________________________________ 
Deputy County Attorney 
Date

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EXHIBIT A 
PARKING PLAN