A. MC-2020-001.PDF

PROJECT: MCDOT Southeast Yard
APN: Portion of 303-28-017D
LEASE NUMBER: MC-2020-001

GROUND LEASE AGREEMENT

THIS GROUND LEASE AGREEMENT (“Lease”) is made and entered into by and between Western
Refining Wholesale, LLC, a Delaware Limited Liability Company (“Lessee”) authorized to do business in
Arizona, and Maricopa County, a political subdivision of the State of Arizona (“Lessor”). Lessor and
Lessee may collectively be referred to herein as the “Parties”, or individually as a “Party”.

RECITALS:

WHEREAS, Lessor is empowered by Arizona Revised Statute (A.R.S.) § 11-256 to enter into this
Lease; and

WHEREAS, Lessor and Lessee entered into that certain unrecorded Lease Agreement on October
1, 2004 for the occupancy of the Property, defined below, for a term of 5 years with Lessee options to
renew for two (2) additional five (5) year terms (“Original Lease”); and

WHEREAS, the Lessee exercised both options to renew and the Original Lease was amended on:
(1) October 1, 2009 (“First Amendment”), a Memorandum of Lease memorializing the amendment was
recorded on September 29, 2010 at document #2010-0842179 in the Maricopa County Recorder’s Office,
Maricopa County, Arizona (“MCR”); and (2) October 1, 2014 (“Second Amendment”), a Memorandum of
Lease memorializing the Second Amendment was recorded on October 8, 2014 at document #2014-
0667053, MCR; and

WHEREAS, on September 19, 2019 Lessor granted Lessee the right to continue to occupy the
property in a holdover status until a new agreement could be executed in exchange for Lessee’s continued
payment of monthly rent in the same amount as the rent at expiration of the Second Amendment; and

WHEREAS, Lessor and Lessee now desire to enter into this new Lease to memorialize the terms
and conditions under which the Lessee may continue to occupy the Property.

TERMS OF LEASE:

NOW, THEREFORE, in consideration of the foregoing, the mutual promises contained herein,

and other good and valuable consideration, the sufficiency and adequacy of which the Parties acknowledge,

Lessor and Lessee hereby agree as follows:

Recitals. The Recitals, by this reference, are incorporated herein and made a part of this Lease.

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Section 1. PREMISES

1.1 Leased Premises. Lessor owns that certain real property located at 11320 E Germann Rd,
Chandler, Arizona, 85286, which is also identified as Maricopa County Assessor Parcel Number 303-28-
017D (“Property”). Lessor hereby leases to Lessee approximately 82,019 square feet (“SF”) of the
Property, as depicted on Exhibit “A”, attached hereto and made a part hereof (“Premises”).

1.2 Use of Premises & Lessor Building. Lessee shall have use of the Premises for operation of a
commercial, non-retail card lock fuel station (“Permitted Use”) and shall have access to the Premises
twenty-four (24) hours per day and seven (7) days per week. Lessee may also use the existing 2,625 SF
structure owned by Lessor (“Lessor Building”) to house Lessee’s electronic security, monitoring,
communication, and pump control equipment (“Lessee Equipment”) only until such date that the Lessee
establishes and occupies a replacement equipment shelter on the Premises in accordance with Section 1.4
of this Lease. Lessee may not use the Premises for any other purpose without Lessor’s prior written
approval which shall be at Lessor’s sole discretion.

1.3 Premises and Lessor Building Leased “As-Is”. The Premises and Lessor Building are leased to
Lessee “as is, where is,” with all faults and defects, latent and apparent, known or unknown, and without
representation or warranty, oral or written, express or implied, including without limitation, any
warranties of fitness for a particular purpose, habitability, merchantability, suitability, quality, planning
and/or zoning, all of such warranties Lessee hereby specifically disclaims. Lessee also hereby releases
Lessor and Lessor’s officials, employees, agents, contractors and representatives for and from any and all
liability, losses, claims, expenses and penalties of any kind with respect to the condition of the Premises
and Lessor Building. The Parties expressly agree the terms and conditions of this Section 1.3 shall survive
the Term of this Lease.

1.4 Electric Utility Relocation and Tenant Improvement. Upon full execution of this Lease, the
Lessee shall, at its sole cost and expense: (1) construct or purchase and install a replacement equipment
shelter (“Tenant Improvement”) on the Property in a non-permanent manner; (2) relocate the existing
electrical line that serves the Property within the existing Salt River Project (“SRP”) easements so that it
extends to the Tenant Improvement (“Utility Relocation”); and (3) relocate the Lessee Equipment into the
Tenant Improvement, all in accordance with the site work plan depicted on Exhibits “B-1” and “B-2”,
attached hereto and made a part hereof.

1.4.1 Lessor hereby designates Paul Corens with the Lessor’s Facilities Management Department,
who can be reached at paul.corens@maricopa.gov or by phone at 602.506.0025, as its representative
and agent for the purpose of receiving notices, reviewing submittals and/or requests for changes to the
proposed Tenant Improvements, and for Lessor review of the installed Tenant Improvements. Lessee
hereby designates Greg Zmuda, who can be reached by phone at 602-353-4872, as its representative
and agent for the Tenant Improvement, Utility Relocation, and Lessee Equipment relocation.

1.4.2 Lessee shall retain an appropriately licensed contractor and/or utility provider (“Contractor”)
to complete the Tenant Improvement and Utility Relocation and shall pay the Contractor directly for
the Tenant Improvement and Utility Relocation.

1.4.3 Lessee, at its sole cost and expense, shall, if required, produce construction plans for the

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Tenant Improvement and Utility Relocation, submit the plans to all required permitting agencies
with jurisdiction, and obtain all required permits and approvals for construction of the Tenant
Improvement and Utility Relocation, as applicable. Lessee shall be solely responsible for identifying
all required permits and approvals.

1.4.4 All Tenant Improvement and Utility Relocation construction shall be performed in a
professional and workmanlike manner in full compliance with all applicable federal, state and local
rules, regulations, codes and ordinances including, but not limited to, health, building, zoning, fire and
safety codes, all applicable environmental statutes, regulations and ordinances, the Americans with
Disabilities Act of 1990, A.R.S. §§ 9-499.02, 41-1492 through 41-1492.11, the Architectural Barriers
Act of 1968, and the Uniform Federal Accessibility Act of 1983. Lessee shall also ensure that all
activities (operations and/or construction) are in compliance with all applicable federal, state and local
air quality and environmental laws, regulations or policies.

1.4.5 Prior to the commencement of the Tenant Improvement and Utility Relocation, Lessee shall
ensure Contractor has purchased, and maintains throughout construction, all standard insurance
coverage at levels standard in the industry from a company or companies duly licensed by the State of
Arizona and require any subcontractors to maintain equivalent insurance based in their trade and
participation in the work.

1.4.6 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 or Property, which claims are or may be secured
by any mechanic’s or materialmen’s lien against the Premises or Property or any interest therein. Any
liens placed on the Premises by contractors hired by Lessee to construct improvements, if not satisfied
by Lessee, will give Lessor cause to default this Lease and will make Lessee liable to the Lessor for the
amount of the liens, plus any legal expenses (including attorneys’ fees and court costs), incurred by
Lessor in collection of these amounts from Lessee and/or the amounts to satisfy the liens. If Lessee
shall contest the validity of any such lien, claim or demand, the Lessee shall, at is sole expense, defend
and protect itself, Lessor, the Premises, and the Property against the same and shall pay and satisfy any
such adverse judgement 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.

1.4.7 All construction materials shall be new and shall be subject to industry standard warranties.
Upon completion of the Tenant Improvement and Utility Relocation, Lessee shall obtain final
inspections and approvals if required and a certification from the architect that all such work was
constructed in substantial conformity with the applicable plans and specifications if required.
Notwithstanding the foregoing, Lessee shall undertake to remedy, at no expense to Lessor, any
violations of applicable law (if any) resulting from Lessee’s failure to initially construct the Tenant
Improvement in accordance with applicable laws in effect at the time of permit issuance, of which
violations Lessor and/or Lessee receives a written violation notice from Lessor or any governmental
authority.

1.4.8 | Lessee shall conduct the Tenant Improvement, Utility Relocation, and the relocation of Lessee
Equipment in an expedient manner and complete said tasks on or before the date that is Ten (10)
months from the Effective Date as defined herein. Lessee shall notify Lessor of the completion of the
Tenant Improvement and Utility Relocation within one (1) business day of the completion of each task.

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Lessee shall also complete the relocation of the Lessee Equipment and vacate the Lessor Building
within fifteen (15) business days of the completion of the Utility Relocation. The Parties’
representatives shall meet on-site to:

(a) inspect the work completed by Lessee and secure the Lessor Building within five (5) business
days of the completion of the relocation of Lessee Equipment; and
(b) schedule Lessor’s demolition activities.

1.5. Lessor’s Demolition Activities. Upon completion of the Tenant Improvement and Utility
Relocation, Lessor will provide notice to Lessee of the timeline associated with the following work,
which will be conducted at the Lessor’s sole cost and expense: (1) secure the Lessor work area on the
Premises; (2) relocate waterline hose bib from the existing Lessor building to the fuel island; (3) uninstall
electrical service lines from the existing Lessor building; (4) abandon the underground septic system; and
(5) demolish the existing Lessor Building and appurtenances.

1.6 Lessee Personal Property. In addition to the Lessee Equipment, Lessee’s personal property
existing on the Premises at the time of the execution of this Lease (“Lessee Personal Property”) consists
of three (3) above ground fuel tanks and two (2) fuel pumps. The tanks and pumps shall remain the
property of the Lessee.

Section 2. TERM

2.1 Effective Date. This Lease shall be effective on the date of execution by both Parties. (“Effective
Date”).

2.2 Term. The initial term of this Lease (“Term”) shall be for a period of five (5) years from the
Effective Date and shall expire on , 20___ (“Expiration Date”) unless terminated
earlier as provided for herein.

2.3 Option to Renew. At the end of the initial five (5) year Term, Lessee will have the option to extend
this Lease for one (1) additional five (5) year term (“Renewal Term”). To exercise the Renewal Term,
Lessee shall give Lessor written notice of its intent to renew no less than one hundred twenty (120) days
prior to the Expiration Date. During the Renewal Term(s), the terms, provisions and conditions contained
within this Lease, except Rent, shall remain in full force and effect. Exercising the option to renew will
require a new appraisal to establish a new market rental rate (“Market Rent”) for the Renewal Term. The
appraisal will be procured by Lessor and shall be performed by an independent third-party appraiser
selected by the Lessor.

2.4 No Right to Hold Over. Lessee agrees to yield and peaceably deliver possession of the Premises
to the Lessor on the Expiration Date or termination date regardless of the reasons of said termination.
Neither Lessee, nor any assignee, upon the expiration or termination of this Lease, is entitled to any
holdover rights for any reason.

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Section 3. RENT AND TAXES

3.1. Rent. Lessee agrees to pay Lessor, without demand, an annual amount of Forty Thousand No/100
Dollars ($40,000.00) as rent for use of the Premises (“Rent”). The first payment shall be made within ten
(10) days of the Effective Date, and each subsequent payment paid within ten (10) days of the anniversary
of the Effective Date each year thereafter for the Term of this Lease. In the alternative, Lessee may make
monthly payments to Lessor in the amount of Three-Thousand Three- Hundred Thirty Three and No/100
Dollars ($3,333.00) within ten (10) days of the Effective Date and on or before the first day of each month
thereafter for the Term of this Lease.

3.1.1 Payment Address. Payments shall be identified as being for “Lease #MC 2019-001” and shall
be sent to: ATTENTION: Property Management, c/o Maricopa County Department of Real
Estate, 2801 W Durango, Phoenix, AZ 85009.

3.2. Taxes. In addition to Rent, Lessee shall pay when due:

3.2.1 Use Tax. Any state, county or city taxes and/or assessment now or substantially levied or
imposed on Lessor on account of, attributed to or measured by this Lease in any way.

3.2.2. Personal Property Taxes. All taxes assessed against and levied upon any alterations, trade
fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises, which
accrue from the Effective Date of this Lease shall be paid to the tax levying authority prior to
delinquency. Lessee shall cause its Lessee alterations, 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 ten (10) days after receipt of a written statement setting forth
the taxes applicable to Lessee’s property.

Section 4. OPERATION/UTILITIES/MAINTENANCE

4.1. Operation. Lessee shall, at its sole cost and expense, conduct the Permitted Use on the Premises
in compliance with all applicable laws, ordinances, rules, and regulations.

4.2 Lessor Utilities. Lessor and Lessee shall transfer the existing City of Chandler public water
service account that serves 100 E. Germann Rd into Lessor’s name so that water service can be provided
to both Lessee and Lessor facilities. Lessor will, at Lessor expense, extend waterlines as needed to
provide water service to Lessor facilities. Lessor shall provide use of public water service to the Premises
for Lessee’s use, in an amount up to $50.00 per month, at no cost to Lessee. If Lessee’s water usage fees
exceed $50.00 per month, Lessee shall pay for the amount in excess of the $50.00 upon receipt of an
invoice from Lessor.

4.3 Lessee Utilities. Except as stated in Paragraph 4.2, Lessee shall, at its sole cost and expense, pay
for all utility services provided to the Premises and Lessor Building, including but not limited to,
electricity, sewer, gas and voice-data.

4.4 Maintenance. Lessee shall maintain, at its sole cost and expense, the following: (1) the structural
soundness of any building(s) or structure(s) placed upon the Premises by Lessee which includes, but is not
limited to, keeping both the interior and exterior of said building(s) or structure(s) in good repair, including

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the roof, plumbing and electrical wiring; (2) the parking area and its structural integrity; (3) the water
retention and drainage features on the Premises so that they are kept clear of debris and in working order;
and (4) the landscaping within and at the perimeter of the Premises. The Lessee shall also, at its sole cost
and expense, conduct weed management, dust control, and remove graffiti, trash, and debris from the
Premises as well as correct any hazardous or unsafe condition(s) arising on the Premises.

Section 5. INSURANCE

5.1. Lessee, its contractors and subcontractors at Lessee’s or its contractors’ and subcontractors’ own
expense, shall purchase and maintain the herein stipulated minimum insurance from a company or
companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of A6 or
higher. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that said insurance
companies meet the approval of Lessor. The form of any insurance policies and forms must be acceptable
to Lessor. All insurance required herein shall be maintained in full force and effect until all work or service
required to be performed under the terms of the Lease is satisfactorily completed and formally accepted
and until the use of the Premises and Lessor Building as contemplated in this Lease has been terminated.
Failure to do so may, at the discretion of Lessor, constitute a material breach of this Lease. Lessee’s
insurance shall be primary insurance as respects Lessor, and any insurance or self-insurance maintained by
Lessor shall not contribute to it. Any failure to comply with the claim reporting provisions of the
insurance policies or any breach of an insurance policy warranty shall not affect the Lessor’s right to
coverage afforded under the insurance policies. The insurance policies may provide coverage that
contains deductibles or self-insurance retentions. Such deductible and/or self-insurance retentions shall
not be applicable with respect to the coverage provided to Lessor under such policies. Lessee shall be
solely responsible for the deductible and/or self-insurance retention and Lessor, at its option, may require
Lessee to secure payment of such deductibles or self-insurance retentions by a surety bond or an
irrevocable and unconditional letter of credit. Lessor reserves the right to request and to receive, within ten
(10) business days, certified copies of any or all of the herein required insurance policies and/or
endorsements. Lessor shall not be obligated, however, to review such policies and endorsements, and
such receipt shall not relieve Lessee from, or be deemed a waiver of, Lessor’s right to insist on strict
fulfillment of Lessee’s obligations under this Lease. Lessee and its contractors’ and subcontractors’
insurance policies required by this Lease, except Workers’ Compensation, shall name Lessor, its agents,
representatives, officers, director, official and employees as Additional Insureds. Lessee and its
contractors’ and subcontractors’ insurance policies required hereunder, except Workers’ Compensation,
shall contain a waiver of transfer of rights of recovery (subrogation) against Lessor, its agents,
representatives, officer, directors, officials and employees for any claims arising out of this Lease or
Lessee’s use of the Premises and Lessor Building. Lessee is required to procure and maintain the
following coverages:

5.1.1 Commercial General Liability. Commercial General Liability insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $1,000,000 for each occurrence,
$2,000,000 Products/Completed Aggregate and $2,000,000 General Aggregate Limit. The policy shall
include coverage for Premises and Lessor Building liability, bodily injury, broad form property
damage, fire legal liability, personal injury, products and completed operations and blanket contractual
coverage, and shall not contain any provisions which would serve to limit third party action over
claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for
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liability arising from explosion, collapse or underground property damage.

5.1.2 Automobile Liability. Commercial/Business Automobile Liability insurance and, if
necessary, Commercial Umbrella insurance, with a combined single limit for bodily injury and
property damage of not less than $1,000,000 each occurrence with respect to any of the Lessee’s
owned, hired and non-owned vehicles assigned to, or used in performance of, the Lessee’s work or
services or use of the Premises under this Lease.

5.1.3. Worker’s Compensation. Worker’s Compensation insurance to cover obligations imposed by
federal and state statutes having jurisdiction of Lessee’s employees engaged in the performance of
Lessee’s work or services or use of the Premises; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee and

$1,000,000 disease policy limit. Lessee, its contractors, and its subcontractors waive all rights against
Lessor and its agents, officers, directors and employees for recovery of damages (subrogation) to the
extent these damages are covered by the Workers’ Compensation and Employer’s Liability or
commercial umbrella liability insurance obtained by Lessee, its contractors and its subcontractors
pursuant to this Lease.

5.1.4 Environmental/Pollution. Liability insurance in an amount of $2,000,000 per occurrence and
$4,000,000 aggregate.

5.2 Evidence of Insurance Coverage. Prior to the commencement of this Lease, Lessee shall furnish
Lessor with Certificates of Insurance in a form acceptable to Lessor, or formal endorsements as required
by Lessor, issued by Lessee’s insurer(s), as evidence that policies providing the required coverages,
conditions and limits required by this Lease are in full force and effect. Such certificates shall indemnify
this Lease number and title. In the event any insurance policies required by this Lease are written on a
“claims made” basis, coverage shall extend for two (2) years past expiration or termination of this Lease as
evidenced by annual Certificates of Insurance.

5.3 Cancellation and Expiration Notice. If a policy does expire during the term of the Lease, a
renewal certificate must be sent to Lessor at least fifteen business days prior to the expiration date.
Insurance required herein shall not expire, be canceled, or materially changed without thirty (30) days prior
written notice to Lessor.

Section 6. ENTRY

6.1 Lessor shall have the right, but not the obligation, to inspect the Premises with 48-hour advance
notification to Lessee. If any deficiencies are observed, the Lessor will issue written notice of any
deficiency or non-compliance. If the Lessee fails to correct the deficiency within thirty (30) days, Lessor at
its option, shall have the rights to correct the deficiency. If this occurs, Lessee agrees to, upon demand,
reimburse Lessor for the expenditure within thirty (30) days. Failure to reimburse Lessor will constitute
default. Lessor shall also have the right to enter the Premises without notice in the event of an emergency.

Section 7. ASSIGNMENT/SUBLEASE
7.1 Lessee shall not assign this Lease, or sublet the Premises, without the prior written consent of

Lessor. Subject to the foregoing, this Lease shall be binding upon the Parties hereto and their respective
heirs, successors and assigns.

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Section 8. RETURN OF PREMISES

8.1. At the expiration of this Lease, or earlier termination as set forth herein, the Lessee shall remove:
(1) the Lessee Personal Property; (2) the Tenant Improvement; (3) the Lessee Equipment; and (4) any other
personal property placed on the Premises by Lessee, and restore the Premises to a clean and safe condition.
If Lessee does not so remove this property, it shall be considered abandoned and Lessor may dispose of it
as it shall determine in its sole discretion, without liability.

Section 9. ENVIRONMENTAL COMPLIANCE

9.1 Lessor represents, to the best of its knowledge, that on October 1, 2004, the beginning of the term
of the Original Lease, there was no Hazardous Material on the Premises in violation of any Environmental
Law, defined below. Lessor hereby agrees that if at any time during the term of this Lease it should be
determined that the Premises was contaminated with Hazardous Material on the beginning of the term of
the Original Lease or thereafter because of any acts or omissions, other than by those of Lessee, its agents,
employees, contractors, subcontractors, suppliers, invitees, licensees, affiliates, or predecessors, Lessor
agrees to indemnify and hold Lessee harmless from any and all claims, liabilities, damages and obligations
of any nature arising from, relating to, or as a result of such contamination.

9.2 Lessee represents, warrants and covenants to Lessor that:

9.2.1 Lessee will cause the Premises at all times to be and remain in compliance with all applicable
laws, ordinances, and regulations (including consent decrees and administrative orders) relating to
public health and safety and protection of the environment, including those statutes, laws, regulations,
and ordinances identified in subsection 9.2.6, all as amended and modified from time to time
(collectively, “Environmental Laws”). Lessee agrees to obtain and keep in effect all governmental
permits and approvals relating to the use or operations of the Premises required by applicable
Environmental Laws, and Lessee agrees to comply with the terms of the same.

9.2.2 Lessee will not generate, manufacture, store, treat, transport, release, or dispose of “Hazardous
Material,” as that term is defined in subsection 9.2.6, on, in, under, about or from the Premises,
other than in such quantities as are required for the Permitted Use, and other than those lawfully
incorporated into the Premises, and then only in compliance with all Environmental Laws, health,
safety, handling, reporting and disclosure laws, regulations and rules. Lessee shall promptly
provide to Lessor upon written request, but not more often than once in any twelve month period
unless Lessor has reasonable cause to believe that Lessee is not in compliance with this Section 9,
a detailed list of such materials used in the conduct of Lessee’s business or incorporated in the
Premises, together with copies of all applicable permits related to such materials, if any. Subject
to Lessor’s obligations in Section 9.1, if Lessee or any one of its employees, agents, contractors,
suppliers or invitees causes, contributes to or aggravates any release or disposal of any Hazardous
Material on, in, under or about the Premises, Lessee, at its own cost and expense will immediately
take such action as is necessary to contain the spread of and remove the Hazardous Material (i) to
the satisfaction of the appropriate governmental authorities, or (ii) to the reasonable satisfaction of
Lessor if notification is not required to a separate governmental authority. In such instance as (ii)
above, Lessee shall be obligated to take such action as is necessary to contain the spread of and
remove the Hazardous Material and remediate the Premises only up to and not beyond the

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condition in which the Premises existed at the time of the Original Lease.

9.2.3 Lessee will immediately notify Lessor and provide copies upon receipt of all written
complaints, claims, citations, demands, inquiries, reports, or notices relating to Lessee’s compliance
with Environmental Laws, with respect to the Premises. Lessee will, at its sole cost, subject to Lessor’s
obligations in Section 9.1, promptly address any such written complaints, claims, citations, demands,
inquiries, reports or notices related to compliance with Environmental Law and provide proof of such
to Lessor. Lessee will keep the Premises free of any lien imposed pursuant to any Environmental Laws
on account of Lessee’s generation, manufacture, storage, treatment, transportation, release, or disposal
of Hazardous Material.

9.2.4 If Lessee materially breaches or fails to comply with any of the foregoing warranties,
representations, and covenants, and further fails to remedy such breach or failure to comply
within thirty (30) days after receiving written notice by Lessor of said breach, or such additional
period of time thereafter as Lessee and Lessor may agree in writing, and may be reasonably
necessary under the circumstances to cure such breach, if Lessee commences to cure such breach
within said thirty (30) day period and thereafter diligently proceeds to cure the breach, Lessor
may cause the removal (or other cleanup acceptable to Lessor) of any Hazardous Material
released in relation to said material breach or failure to comply (other than those expressly
authorized herein) from the Premises. The costs of removal of such Hazardous Material released
in relation to said material breach or failure to comply and any related cleanup efforts (including
transportation and storage costs) of said released Hazardous Material will be additional rent under
this Lease, due and payable on Lessee’s receipt of Lessor’s written demand. Lessee shall not be
liable to Lessor for any costs associated with cleaning up the Premises from said released
Hazardous Material beyond the criteria of the agency, State or Federal, directing the clean-up for
the standard, use, and condition the Premises was in on the date of the execution of the original
Lease. Lessee thereby grants Lessor, its employees, agents and contractors, access to the Premises
to remove or otherwise clean up any Hazardous Material. Lessor, however, has no affirmative
obligation under this Lease to remove or otherwise clean up any Hazardous Material, from the
Premises and nothing in this Lease will be construed as creating any such obligations.

9.2.5 Lessee agrees to indemnify, defend, and hold Lessor and Lessor’s affiliates, shareholders,
partners, directors, officers, employees and agents free and harmless from and against all losses,
liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits,
proceedings, damages (including consequential damages), disbursements, or expenses of any kind
(including reasonable attorneys’ and experts’ fees and expenses and fees and expenses incurred in
investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be
imposed upon, incurred by, asserted, or awarded against Lessor or any of them in connection with or
arising from or out of Lessee’s obligations hereunder.

This indemnification is the personal obligation of Lessee and shall survive the expiration or
termination of this Lease, solely with respect to any release, disposal, or discharge of Hazardous
Materials to the Premises caused by Lessee, its agents, employees, contractors, subcontractors,
suppliers, invitees, licensees, affiliates, or predecessors. , Lessee, its successors, and assigns waive,
release, and agree not to make any claim or bring any cost recover action against Lessor under
CERCLA, as that term is defined in subsection 9.2.6, or any state equivalent or any similar law now
existing or enacted after this date.

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9.2.6 For purposes of this Lease “Hazardous Material” means:

(a) “Hazardous substances” or “toxic substances” as those terms are defined by the
Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42
U.S.C. Section 9601, et seq., as amended to and after this date.

(b) “Hazardous wastes,” as that term is defined by the Resource Conservation and Recovery Act
("RCRA"), 42 U.S.C. #6901, et seq., as amended to and after this date.

(c) Any pollutant or contaminant or hazardous, dangerous, or toxic chemicals, materials, or
substances within the meaning of any other applicable federal, state, or local law, regulation,
ordinance, or requirement (including consent decrees and administrative orders) relating to or
imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous waste
substance or material, all as amended to and after this date.

(d) Crude oil or any fraction of it that is liquid at standard conditions of temperature and pressure
(60 degrees Fahrenheit and 14.7 pounds per square inch absolute).

(e) Any radioactive material, including any source, special nuclear, or by product material as
defined at 42 U.S.C. #201 1, et seq., as amended to and after this date.

(f) Asbestos in any form or condition.

(g) Polychlorinated biphenyl’s (PCB’s) or substances or compounds containing PCB’s.

(h) Any Bio-Hazardous materials.

9.3 Lessee shall not (either with or without negligence) cause or permit the escape, disposal or release
of any Hazardous Material. Lessee shall not allow the storage or use of such substances or materials in
any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage
and use of such substances or materials, nor allow to be brought onto the Premises any such materials or
substances except to use in the ordinary course of the Permitted Use, and then only after written notice is
given to Lessor of the identity of such substances or materials. If any lender or governmental agency shall
ever require testing to ascertain whether or not there has been any release by Lessee of Hazardous
Material, then the reasonable costs thereof incurred by Lessor shall be reimbursed by Lessee to Lessor
upon demand as additional charges if such requirement applies to the Premises. In addition, Lessee shall
execute affidavits, representations and the like from time to time at Lessor’s request concerning Lessee’s
best knowledge and belief regarding the presence of Hazardous Material on the Premises. In all events,
Lessee shall indemnify Lessor for and from any release of Hazardous Material on the Premises caused by
Lessee or persons acting under or as invitees of Lessee. This indemnification shall survive the expiration
or earlier termination of the initial Lease Term or any Renewal Term.

Section 10. NOTICE

10.1 All notices herein required shall be in writing and sent via certified mail with return-receipt
requested, overnight by a nationally recognized delivery service (e.g. Federal Express, UPS) with
confirmation receipt requested or hand delivered as follows:

Lessor: Maricopa County Department of Transportation
Attn: Jennifer Toth, Director
2901 W. Durango Street
Phoenix, AZ 85009

With a copy to: Maricopa County Real Estate Department
Page 10 of 19

Attn: Property Management
2801 W. Durango Street
Phoenix, AZ 85009

Lessee: Western Refining Wholesale, LLC
c/o Marathon Petroleum
Attn: Real Estate Department
539 South Main Street
Findlay, OH 45840

Notice:
Addresses may be changed by sending the new address to the other Party as provided in this Section.

Section 11. SALE OF THE PROPERTY

11.1 If the Lessor determines that the Property is to be sold during the Term or Renewal Term of this
Lease, the Lessor will provide notice of the proposed sale to Lessee in writing no later than one hundred.
eighty (180) days before the sale or auction. Any such sale shall be subject to the terms and conditions of
this Lease, and nothing in this Lease shall prevent the Lessee from attempting to purchase the Property
according to law, like any other member of the public if the Property is proposed to be sold at public
auction. If the Property is sold to any party other than the Lessee, Lessor will notify the Lessee of the
ownership transfer within thirty (30) days of the transfer date.

Section 12. INDEMNIFICATION

12.1 To the fullest extent permitted by law, and except for the willful misconduct of Lessor, Lessee, its
employees, agents, invitees and contractors shall defend, hold harmless and indemnify Lessor and all of
its officers, employees, agents, and volunteers from and against any and all damages, claims, losses,
liabilities, actions or expenses (including, but not limited to attorneys’ fees, expert witness fees, court
costs, and attorneys’ fees and costs of appellate proceedings) (collectively “Claims”) relating to, arising
out of or alleged to have resulted from this Lease. The Lessee’s duty to defend, hold harmless and
indemnify Lessor pursuant to this section shall arise in connection with any claim, damage, loss or
expense that is attributable or alleged to be attributable to bodily injury, sickness, disease, including death,
or to injury to, impairment, or destruction of property, including but not limited to personal property
belonging to Lessee and its employees, agents, invitees and contractors, arising from or related to this
Lease, including claims resulting in whole or in part from the acts, errors, mistakes, omissions, work or
services of the Lessee or anyone for whose acts the Lessee may be legally liable. The Lessee will be
responsible for primary loss investigation and defense and judgment costs where this Indemnification
applies. Lessee’s obligations under this section shall survive the expiration or earlier termination of this
Lease. The amount and type of insurance coverage requirements set forth herein will in no way be
construed as limiting the scope of the indemnity in this paragraph.

Section 13. TERMINATION

13.1 This Lease is subject to A.R.S. § 38-511, the provisions of which are incorporated herein by this
reference, and may be canceled by Lessor pursuant thereto without any penalty or liability to Lessor.

13.2 Lessee may terminate this Lease at any time by notifying Lessor, in writing, 90 days prior to
termination.

Section 14. DEFAULT; REMEDIES
Page 11 of 19

14.1 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:

14.1.1 Lessee’s failure to pay any 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.

14.1.2 Lessee assignment or sublease of the Premises without Lessor’s prior written consent.

14.1.3. 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
14.1.1, where such failure shall continue for a period of thirty (30) days after Lessee receives written
notice thereof from Lessor.

14,2 Lessor Remedies. Upon the occurrence of any Lessee Event of Default and at any time thereafter,
Lessor may, but shall not be required to: (1) terminate this Lease; or (2) exercise any remedies now or
hereafter available to Lessor at law or in equity without such exercise being deemed (a) an acceptance of
surrender of the Premises; or (b) a termination of this Lease.

14.3. Lessor Default. The following shall constitute a material breach of this Lease and an event of
default by Lessor (“Lessor Event of Default”) hereunder:

14.3.1 _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 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.

14.4 Lessee Remedies. In the event Lessor fails to perform any of its material obligations under this
Lease and is in default pursuant to Section 14.3 of this Lease, Lessee may, at its option, terminate this
Lease.

14.5 Relocation. This Lease is not subject to the provision of Public law 91-66, et seq. Uniform
Relocation Assistance and Real Property Acquisition Policies Act of 1970, and rules promulgated
thereunder as now existing or as may thereafter be amended during the Term or Renewal Term of this
Lease. This clause shall not extend any right to Lessee or impose any liability or duty on the Lessor
provided for by the subject law and regulations.

14.6 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 15. GENERAL

15.1 Lessor. The term “Lessor” as used herein includes the singular as well as the plural, the masculine
Page 12 of 19

and feminine as well as the neuter.

15.2 Time is of the Essence. Time is of the essence in 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, 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.

15.3. 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.

15.4 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.

15.5 Entire Lease. This Lease, together with any supplemental provisions attached hereto, constitutes
the entire Lease between the Parties and sets forth all of the covenants, promises, agreements, conditions
and understandings between Lessor and Lessee, and there are no covenants promises, agreements,
conditions or understandings, either oral or written, between Lessor and Lessee other than as set forth
herein, and those agreements that are executed contemporaneously herewith. This Lease shall be construed
as a whole and in accordance with its fair meaning and without regard to any presumption or other rule
requiring construction against the Party drafting this Lease. This Lease cannot be modified or changed
except by a written instrument executed by Lessor and Lessee. Lessor and Lessee have reviewed this Lease
and have had the opportunity to have it reviewed by legal counsel.

15.6 Waiver. Waiver of any breach of any term, conditions or covenant herein contained shall not be
deemed to be a waiver of any subsequent breach of any term, covenant or condition herein.

15.7 Quiet Enjoyment. Lessor covenants that Lessee, as provided herein and upon complying with all
of its other obligations, shall lawfully and quietly hold, occupy and enjoy the Premises during the initial
Term or Renewal Term 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.

15.8 Authority to Execute. The Chairman of the Board of Supervisors is the individual authorized to
execute this document on behalf of Lessor. No later than the Effective Date, any individual executing this
Lease on behalf of Lessee shall provide documentation 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 itsterms.

15.9 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.

15.10 Headings. Sections and other headings contained in this Lease are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Lease.

15.11 Cooperation. Lessor and Lessee agree to execute and/or deliver to each other such other
instruments and documents as may be reasonably necessary to fulfill the covenants and obligations to be
performed by Lessor and/or Lessee pursuant to this Lease.

Page 13 of 19

15.12 Counterparts. This Lease may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument. Faxed and
copied signatures are acceptable as original signatures.

15.13 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.

15.14 Delegation of Authority. Since this Lease will require administrative action from time to time to
carry out the intent of the Lease, either the Director of the MCDOT or the Real Estate Director for
Maricopa County 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.

15.15 Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal
obligations of Lessor or its partners, members, directors or officers, and Lessee shall look to the Premises,
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 or officers or any of their
personal assets for such satisfaction.

15.16 Damage. If the Premises or any portion thereof are damaged or destroyed during the Term, or any
Renewal Term of this Lease, Lessee may arrange at its expense for the repair, restoration and reconstruction
of same, substantially to its former condition. In any such event, such damage or destruction shall not
terminate this Lease, or relieve Lessee from its duties and liability hereunder.

15.17 Abandonment. If Lessee abandons the Premises or is dispossessed by process of law, title to any
personal property left on the property thirty (30) days after the abandonment or dispossession shall be
deemed to have been transferred to Lessor and the Lessor shall have the right to remove and dispose of any
such property at its sole discretion without liability. In the event the expense of removing said personal
property is in excess of the value of same, the Lessor reserves the right to invoice the Lessee for that
expense and Lessee agreesto pay Lessor the invoiced amount within thirty (30) days of the mailing of the
invoice.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

Page 14 of 19

IN WITNESS WHEREOF, the Parties have fully executed this LEASE as of the last date written below.

LESSEE:

Western Refining Wholesale, LLC,
a Delaware Limited Liability Company

LESSOR:

Maricopa County,
a political Subdivision of the State of Arizona

oy Had D pln algo

‘ Date

Title: Lisa D. Wilson, Vice President

ae

MP
Approved as to Form

APPROVED AS TO FORM:
(Hp ade 8/31/2020
Deputy County Attorney Date

Chairman, Board of Supervisors

ATTEST:

Clerk of the Board Date

Page 15 of 19

IN WITNESS WHEREOF, the Parties have fully executed this LEASE as of the last date written below.

LESSEE:

Western Refining Wholesale, LLC,
a Delaware Limited Liability Company

mcs D whl “e)20

LESSOR:

Maricopa County,
a political Subdivision of the State of Arizona

Date
Title: Lisa D. Wilson, Vice President
a
MP
Approved as to Form
APPROVED AS TO FORM:
Deputy County Attorney Date

Chairman, Board of Supervisors

ATTEST:

Clerk of the Board Date

Page 15 of 19

EXHIBIT "A"

Parcel No. 303-28-017D
Project No. TT 008
GERMANN RD S/E YARD LEASE
Item No, D23852

DESCRIPTION

The portion of the Southwest Quarter (SW4 SW4) of Section Three, Township Two South, Range Five
East of the Gila and Salt River Base and Meridian, and being more particularly described as follows:

Commencing at the Southwest corner of said SW4 SW4, being a brass cap in a handhole, from which
the West Quarter corner of said Section 5, a brass cap flush, bears North 00°26'74"West, for a distance

of 2648.74 feet;

thence along the south line therein, North 88°54'12" East, for a distance of 438.70 feet;
thence, North 01°05'48" West, for a distance of 60.00 feet to the Point of Beginning;

thence, North 00°26'31" West, for a distance of 265.65 feet;

thence, North 88°58'49" East, for a distance of 309.25 fect;
thence, South 00°20'10" East, for a distance of 265.24 feet to the North line of the 60.00 feet of said

SW4 SW4;
thence along said North line, South 88°54'12" West, for a distance of 308,76 feet to the Point of

Beginning.

Said parcel contains an area of 82,019 square feet or 1.8829 acres, more or less.

MARICOPA COUNTY —__
Prelim: 05/01/2019 Chi: JA | Appr iV ASx3-Zomt
Rev:

Maricopa County Real Estate Department ne ene
Page 16 of 19

TO ACCOMPANY EXHIBIT “A”

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MARICOPA COUNTY
GERMANN RD S/E YARD LEASE
PROJECT No, TT008 | ITEM No. D23852 | DATE 05/01/2019 | MARICOPA COUNTY RAW AGENT H. L.

Page 17 of 19

-. ., EXHIBIT "B-1"

11320 E. GERMANN ROAD SITE WORK PLAN

- isi-8

21-3" : At-to*

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8'x20' Mobile {
one Taller ‘

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a Re

TR electrical

QO, Disconnect! iL
= Pal

AN Paste AN 2S-BULT BLA

| I NOTE: SEE SHEET Ad FOR ENL, f 2D FUEL TANK LA

Page 18 of 19

EXHIBIT "B-2"

Scope of Work

OBTAIN DRAWINGS AND PERMITS

DEMO AREA FOR 8X10 ELECTRICAL ROOM

POUR CONCRETE PAD FOR ELECTRICAL ROOM

DEMO AREAS FOR NEW ELECTRICAL CONDUITS

HAUL OFF DEMO MATERIALS

PROVIDE METAL INSULATED 8X10 AIR CONDITIONED ELECTRICAL ROOM
REWORK EXISTING ELECTRICAL FOR FUEL SYSTEM INTO NEW ROOM
ALL EXISTING FUEL CONTROLS WILL BE REUSED FROM EXISTING BUILDING
(FUEL SYSTEM CONTROLS, RELAYS, COMMUNICATION

CONTROLS, VEEDER ROOT, POS EQUIPMENT)

TEST FUEL SYSTEM FUNCTIONS

GET INSPECTIONS

POUR BACK ALL TRENCHES

* POWER SERVICE TO BE DETERMINED

* COMMUNICATION SERVICE TO BE DETERMINED

Page 19 of 19