LAND AND IMPROVEMENT LEASE.PDF
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4909-6318-9426 WHEN RECORDERD, RETURN TO: LAND AND IMPROVEMENTS LEASE C2022- THIS LAND AND IMPROVEMENTS LEASE (“Lease”) is made and entered into as of the _____ day of _______________, 2026 (the “Effective Date”), by and between the CITY OF TEMPE, a municipal corporation (“Landlord” or “City”), and SOUTH PIER LOT 6 OWNER, LLC, a Delaware limited liability company (“Tenant”). RECITALS A. Landlord has title of record to the real property as described in Exhibit A hereto (the “Land”), together with all rights and privileges appurtenant thereto and all improvements and future additions thereto or alterations thereof (collectively, the “Premises”). B. The Premises are located in a single central business district within the municipal boundaries of City and in a redevelopment area established pursuant to Title 36, Chapter 12, Article 3 of Arizona Revised Statutes (A.R.S. §§36-1471 et seq.). Tenant’s construction of the Premises resulted in an increase in property value of at least one hundred percent. C. The Premises will be subject to the Government Property Lease Excise Tax as provided for under A.R.S. §42-6203(B) (the “Tax”), subject, however, to abatement of such Tax for the eight (8) year period following issuance of the certificates of completion for the improvements located on the Premises pursuant to the provisions of A.R.S. §42-6209 and as authorized by City Council of City pursuant to that certain Ordinance No. 02022.06, dated February 10, 2022 (the “Ordinance”) and Development and Disposition Agreement [South Pier at Tempe Town Lake] C2022-36 between City and South Pier Tempe Holdings LLC, an Arizona limited liability company (“Master Developer”) dated March 17, 2022, and recorded March 23, 2022, as Document No. 20220259754 and re-recorded January 13, 2023, as Document No. 20230022259, in the official records of Maricopa County, Arizona (together, the “DDA”). D. The Master Developer assigned to Tenant and Tenant assumed the rights and obligations under the DDA, with the consent and agreement of the City, as such rights and obligations pertain to the Premises, pursuant to that certain Assignment and Assumption of Development and Disposition Agreement (Lot 6) dated May 17, 2 4909-6318-9426 2023 and recorded May 18, 2023, as Document No. 20230258656, in the official records of Maricopa County, Arizona (the “Assignment Agreement”). AGREEMENT For and in consideration of the rental and of the covenants and agreements hereinafter set forth to be kept and performed by Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for the term, at the rental and subject to and upon all of the terms, covenants and agreements hereinafter set forth. 1. Quiet Enjoyment. Landlord covenants and agrees with Tenant that conditioned upon Tenant’s paying the Total Rent herein provided and performing and fulfilling all the covenants, agreements, conditions and provisions herein to be kept, observed or performed by Tenant, Tenant may at all times during the term hereof peaceably, quietly and exclusively have, hold and enjoy the Premises. 2. Term. The term of this Lease shall commence on the Effective Date (the “Commencement Date”) and shall be for approximately eight (8) years, ending at midnight on the eighth (8th) anniversary of the issuance of the “Certificates of Completion” (as defined in the DDA) for the improvements located on the Premises as of the Effective Date, subject to earlier termination at Tenant’s option, as provided herein. Landlord and Tenant acknowledge and agree that the Certificates of Completion for the improvements located on the Premises as of the Effective Date were issued on _______________, 2026 and __________, 2026, and the term of this Lease shall end at midnight on ____________, 2034, subject to earlier termination at Tenant’s option, as provided herein. 3. Rental; Annual In-Lieu Payment. 3.1 Tenant covenants to pay to Landlord as rental for the Premises the sum of $10.00 per year on the Commencement Date and every anniversary thereof. Tenant has the right to prepay the $80.00 total rent for the entire term of this Lease. The consideration for this Lease includes, without limitation: Tenant’s payment of the entire cost of construction of the improvements located on the Land and being part of the Premises, Tenant’s performance of all of the covenants and obligations under this Lease and Tenant’s contribution toward fulfillment of Landlord’s policy and desire to promote development within a redevelopment area, to encourage the creation of jobs within the City of Tempe, and to enhance tax revenues resulting from the operation of businesses on the Premises, including transaction privilege taxes. Landlord acknowledges that Tenant, at its option and without prejudice to its right to terminate this Lease as provided herein, prepaid the total rent for the entire Lease term on or before the Effective Date; but upon any early termination of this Lease, Landlord shall not be obligated to refund any portion of the prepaid rent. 3.2 In addition to the rent payable by Tenant pursuant to Section 3.1 above, on the Commencement Date, to assist the Tempe Union High School Foundation and the Tempe Impact Education Foundation (together, the “Foundations”) with their important educational missions, the Tenant shall make a one-time voluntary contribution to the Foundations in the amount of $50,000 ($25,000 to each Foundation). 3 4909-6318-9426 3.3 During the term of this Lease, Tenant additionally agrees to pay to City as its share of the “Pedestrian Bridge” cash payment due pursuant to Section 6.6 of the DDA and Section 6 of the Assignment Agreement, annual installment cash payments, each in the amount of $___________ for seven years, commencing on the Commencement Date and thereafter for the following six years, payable on the anniversary of the Commencement Date, for a total payment obligation of $_____________.1 3.4 During the term of this Lease, Tenant additionally agrees to pay annual in- lieu cash payments to City that City shall allocate 80% to the Tempe Housing Affiliate and 20% to the Tempe Transit Fund as required by Section 6.5 of the DDA, each in the amount of $______________, payable in eight (8) annual installments commencing on the Commencement Date and thereafter for the following 7 years, payable on the anniversary of the Commencement Date, for a total payment obligation of $____________.2 4. Leasehold Mortgage of Premises. 4.1 Subject to the applicable provisions of this Lease, Tenant is hereby given the absolute right without the Landlord’s consent to create a security interest in Tenant’s leasehold interest under this Lease (and in any subleases and the rents, income and profits therefrom) by mortgage, deed of trust or collateral assignment or otherwise. Any such security interest shall be referred to herein as a “Leasehold Mortgage,” and the holder of a Leasehold Mortgage shall be referred to herein as a “Leasehold Mortgagee.” 4.2 No liability for the performance of Tenant’s covenants and agreements hereunder shall attach to or be imposed upon any Leasehold Mortgagee, unless such Leasehold Mortgagee forecloses its interest and becomes the Tenant hereunder, following which the liability shall attach only during the term of ownership of the leasehold estate by said Leasehold Mortgagee. 5. Taxes; Lease Obligations. 5.1 Payment. Tenant shall pay and discharge all general and special real estate and/or personal property taxes and assessments levied or assessed against or with respect to the Premises during the term hereof and all charges, assessments or other fees payable with respect to or arising out of this Lease and all recorded deed restrictions affecting or relating to the Premises; provided, however, Tenant shall be entitled to receive all statutorily-authorized property tax and excise tax abatements, including, without limitation, abatement of the Tax during the eight-year period after the Certificates of Completion for the improvements located on the Premises are issued as authorized by Landlord pursuant to the Ordinance, DDA, and the provisions of A.R.S. §42- 6209. Any sales, use, excise or transaction privilege tax consequence incurred by Landlord 1 The annual payment obligation allocated to Lot 6 of $297,483.63 and total payment obligation allocated to Lot 6 of $2,379,869 will be allocated 2/3 to the Lease for Lot 1 of the Replat of Lot 6 and 1/3 to the Lease for Lot 2 of the Replat of Lot 6. 2 The annual payment obligation allocated to Lot 6 of $297,483.63 and total payment obligation allocated to Lot 6 of $2,379,869 will be allocated 2/3 to the Lease for Lot 1 of the Replat of Lot 6 and 1/3 to the Lease for Lot 2 of the Replat of Lot 6. 4 4909-6318-9426 because of this Lease or in relation to the Premises or improvements included therein may be passed on to the Tenant either directly if applicable or as “additional rent” except for any statutorily-authorized property tax and excise tax abated during the term of this Lease. Notwithstanding anything herein, the Tenant shall be responsible for all Town Lake assessments and payments. 5.2 Protest. Tenant may, at its own cost and expense protest and contest, by legal proceedings or otherwise, the validity or amount of any such tax or assessment herein agreed to be paid by Tenant and shall first pay said tax or assessment under protest if legally required as a condition to such protest and contest, and the Tenant shall not in the event of and during the bona fide prosecution of such protest or proceedings be considered as in default with respect to the payment of such taxes or assessments in accordance with the terms of this Lease. 5.3 Procedure. Landlord agrees that any proceedings contesting the amount or validity of taxes or assessments levied against the Premises or against the rentals payable hereunder may be filed or instituted in the name of Landlord or Tenant, as the case may require or permit, and the Landlord does hereby appoint the Tenant as its agent and attorney-in-fact, during the term of this Lease, to execute and deliver in the name of the Landlord any document, instrument or pleading as may be reasonably necessary or required in order to carry on any contest, protest or proceeding contemplated in this Section. Tenant shall hold the Landlord harmless from any liability, damage or expense incurred or suffered in connection with such proceedings. 5.4 Allocation. All payments contemplated by this Section 5 shall be prorated for partial years at the Commencement Date and at the end of the Lease term. 5.5 Government Property Lease Excise Tax. As required under A.RS. §42- 6206, Tenant is hereby notified of its potential tax liability under the Government Property Lease Excise Tax provisions of A.R.S. §42-6201, et seq. Subject to Tenant’s rights to abate the Tax as provided in this Lease, failure of Tenant to pay the Tax after notice and an opportunity to cure is an Event of Default that could result in the termination of Tenant’s interest in this Lease and of its right to occupy the Premises. 5.6 Abatement of the Tax. Landlord hereby confirms that pursuant to the Ordinance and the DDA, Landlord authorized the abatement of the Tax pursuant to the provisions of A.R.S. §42-6209 and Tenant is authorized to abate the Tax during the eight-year period after receiving the “Certificates of Completion” (as described in the DDA) for the improvements located on the Premises. Landlord hereby waives the requirement for Tenant to apply to Landlord for abatement of the Tax pursuant to A.R.S. §42-6209(B). Tenant shall notify the Maricopa County Treasurer of the execution of this Lease and the abatement of the Tax as authorized by the DDA and this Lease as required by A.R.S. §42-6209(B). 6. Use. Subject to the applicable provisions of this Lease and A.R.S. §42-6201(2), the Premises may be used and occupied by Tenant for any lawful purpose, including without limitation the sale of alcoholic beverages, subject to Tenant obtaining all required permits, licenses, and approvals from the Arizona Department of Liquor Licenses and Control. 5 4909-6318-9426 7. Landlord Non-Responsibility. Landlord shall have no responsibility, obligation or liability under this Lease whatsoever with respect to any of the following: 7.1 Utilities, including gas, heat, water, light, power, telephone, sewage, and any other utilities supplied to the Premises; 7.2 Disruption in the supply of services or utilities to the Premises; 7.3 Maintenance, repair or restoration of the Premises; 7.4 Any other cost, expense, duty, obligation, service or function related to the Premises. 8. Entry by Landlord. Landlord and Landlord’s agents shall have the right at reasonable times and upon reasonable notice to enter upon the Premises for inspection, except that Landlord shall have no right to enter portions of any building on the Premises without consent of the occupant or as provided by law. 9. Alterations. Subject to the applicable provisions of this Lease, Tenant shall have the right to construct additional improvements and to make subsequent alterations, additions or other changes to any improvements or fixtures existing from time to time, and the Premises shall constitute all such improvements as they exist from time to time. In connection with any action which Tenant may take with respect to Tenant’s rights pursuant hereto, Landlord shall not be responsible for and Tenant shall pay all costs, expenses and liabilities arising out of or in any way connected with such improvements, alterations, additions or other changes made by Tenant, including without limitation, materialmens’ and mechanics’ liens. Tenant covenants and agrees that Landlord shall not be called upon or be obligated to make any improvements, alterations or repairs whatsoever in or about the Premises, and Landlord shall not be liable or accountable for any damages to the Premises or any property located thereon. Tenant shall have the right at any time to demolish or substantially demolish improvements located upon the Premises. In making improvements and alterations, Tenant shall not be deemed Landlord’s agent and shall hold Landlord harmless from any expense or damage Landlord may incur or suffer. During the term of this Lease, title to all improvements shall at all times be vested in Landlord. 10. Easements, Dedications, New GPLET Lease and Other Matters. At the request of Tenant, and provided that no Event of Default shall have then occurred and be continuing, Landlord shall dedicate or initiate a request for dedication to public use of the improvements owned by Landlord within any roads, alleys or easements and convey any portion so dedicated to the appropriate governmental authority, execute (or participate in a request for initiation by the appropriate commission or department of) petitions seeking annexation or change in zoning for all or a portion of the Premises, consent to the making and recording, or either, of any map, plat, condominium documents, or declaration of covenants, conditions and restrictions of or relating to the Premises or any part thereof, join in granting any easements on the Premises, and execute and deliver (in recordable form where appropriate) all other instruments and perform all other acts reasonably necessary or appropriate to the development, construction, demolition, redevelopment or reconstruction of the Premises. If Tenant replats the Premises as two discrete lots (each, a “Lot”) during term of this Lease, with each Lot encompassing one of the two buildings currently 6 4909-6318-9426 existing on the Premises, Landlord agrees to amend this Lease to release one of the new Lots from this Lease (and address other appropriate amendments to this Lease) and to enter into a new lease for the released Lot (the “New GPLET Lease”) on the same terms as this Lease except that (i) the total financial obligations under this Lease shall be allocated between this Lease and the New GPLET Lease pursuant to the terms of the amendment to this Lease and the terms of the New GPLET Lease in a manner reasonably specified by Tenant, (ii) the Tenant under this Lease shall be solely responsible for its obligations under this Lease and DDA and the tenant under the New GPLET Lease shall be solely responsible for its obligations under the New GPLET Lease and DDA and such parties shall (a) have no joint and/or several liability for obligations of the other party arising from and after the effective dates of the New GPLET Lease and amendment to this Lease as described in this Section 10, and (b) the rights and remedies of Landlord for a breach or default under this Lease or the New Lease or the DDA (as it relates to the obligations of the respective tenants under this Lease and the New Lease) may only be exercised against the applicable tenant under the Lease and New Lease, including, without limitation, any election by the Landlord to terminate the Lease or New Lease, as applicable, or the Development Agreement as it pertains to the premises covered by the Lease or New Lease, as applicable, and (iii) the term of the New GPLET Lease shall be equal to the then remaining term of this Lease. 11. Insurance. During the term of this Lease, the Tenant shall, at Tenant’s expense, maintain general public liability insurance against claims for personal injury, death or property damage occurring in, upon or about the Premises. The limitation of liability of such insurance shall not be less than $5,000,000 (which may include umbrella coverage for any amount above $1,000,000) combined single limit per occurrence for bodily injury and property damage, including coverages for contractual liability (including defense expense coverage for additional insureds), personal injury, broad form property damage, products and completed operations. The minimum policy limits shall be increased whenever deemed appropriate by Landlord’s Risk Management to adequately reflect current market conditions, but shall not be increased more than once during each twelve (12) month period following the Commencement Date and only following at least sixty (60) days advance notice to Tenant. All of Tenant’s policies of liability insurance shall name Landlord and all Leasehold Mortgagees as additional insureds, and, at the written request of Landlord, certificates with respect to all policies of insurance or copies thereof required to be carried by Tenant under this Section 11 shall be delivered to Landlord. Each policy shall contain an endorsement prohibiting cancellation or non-renewal without at least thirty (3) days prior notice to Landlord (ten (10) days for nonpayment) if such endorsement is available on commercially reasonable terms. Tenant may self-insure the coverages required by this Section with the prior approval of Landlord, which will not be unreasonably withheld, and may maintain such reasonable deductibles and retention amounts as Tenant may determine. 12. Liability; Indemnity. Tenant covenants and agrees that Landlord is to be free from liability and claim for damages by reason of any injury to any person or persons, including Tenant, or property of any kind whatsoever and to whomsoever while in, upon or in any way connected with the Premises during the term of this Lease or any extension hereof, or any occupancy hereunder, Tenant hereby covenanting and agreeing to indemnify and save harmless Landlord from all liability, loss, costs and obligations on account of or arising out of any such injuries or losses, however occurring, unless caused by the sole and gross negligence or willful misconduct of Landlord, its agents, employees, or invitees. Landlord agrees that Tenant shall have the right to contest the validity of any and all such claims and defend, settle and compromise any and all 7 4909-6318-9426 such claims of any kind or character and by whomsoever claimed, in the name of Landlord, as Tenant may deem necessary, provided that the expenses thereof shall be paid by Tenant. The provisions of this Section shall survive the expiration or other termination of this Lease. 13. Fire and Other Casualty. In the event that all or any improvements or fixtures within the Premises shall be totally or partially destroyed or damaged by fire or other insurable casualty, then, at Tenant’s election, either: (i) this Lease shall continue in full force and effect, and, subject to the applicable provisions of this Lease, Tenant, at Tenant’s sole cost and expense, may, but shall not be obligated to, rebuild or repair the same; or (ii) this Lease shall terminate with respect to all of the Premises or to such portions of the Premises as Tenant may elect. Landlord and Tenant agree that the provisions of A.RS. § 33-343 shall not apply to this Lease. In the event that, subject to the applicable provisions of this Lease, Tenant elects to repair or rebuild the improvements, any such repair or rebuilding shall be performed at the sole cost and expense of Tenant. If there are insurance proceeds resulting from such damage or destruction, Tenant shall be entitled to such proceeds, whether or not Tenant rebuilds or repairs the improvements or fixtures, subject to the applicable provisions of this Lease and of any Leasehold Mortgage. The provisions of this Section shall survive the expiration or other termination of this Lease. 14. Condemnation. 14.1 Entire or Partial Condemnation. If the whole or any part of the Premises shall be taken or condemned by any competent authority for any public use or purposes during the term of the Lease, this Lease shall terminate with respect to the part of the Premises so taken and any other portion of the Premises as may be specified by Tenant, and, subject to the applicable provisions of this Lease, Tenant reserves unto itself the right to claim and prosecute its claim in all appropriate courts and agencies for any award or damages based upon loss, damage or injury to its leasehold interest (as well as relocation and moving costs) and/or the Premises. In consideration of Tenant’s payment for all of the cost of construction of the improvements constituting the Premises, Landlord hereby assigns to Tenant all claims, awards and entitlements relating to the Premises arising from the exercise of the power of condemnation or eminent domain. 14.2 Continuation of Lease. In the event of a taking of less than all of the Premises, this Lease shall continue in effect with respect to the portion of the Premises not so taken or specified by Tenant to be removed from this Lease. 14.3 Temporary Taking. If the temporary use of the whole or any part of the Premises or the appurtenances thereto shall be taken, the term of this Lease shall not be reduced or affected in any way. The entire award of such taking (whether paid by way of damages, rent, or otherwise) shall be payable to Tenant, subject to the applicable provisions of this Lease and of any Leasehold Mortgage. 14.4 Notice of Condemnation. In the event any action is filed to condemn the Premises or Tenant’s leasehold estate or any part thereof by any public or quasi-public authority under the power of eminent domain or in the event that an action is filed to acquire the temporary use of the Premises or Tenant’s leasehold estate or any part thereto, or in the event that action is threatened or any public or quasi-public authority communicates to Landlord or Tenant its desire to acquire the temporary use thereof, by a voluntary conveyance or transfer in lieu of 8 4909-6318-9426 condemnation, either Landlord or Tenant shall give prompt notice thereof to the other and to any Leasehold Mortgagee. Landlord, Tenant and each Leasehold Mortgagee shall each have the right, at its own cost and expense, to represent its respective interest in each proceeding, negotiation or settlement with respect to any taking or threatened taking. No agreement, settlement, conveyance or transfer to or with the condemning authority affecting Tenant’s leasehold interest or the Premises shall be made without the consent of Tenant and each Leasehold Mortgagee. The provisions of Section 14 shall survive the expiration or other termination of this Lease. 15. Termination Option. 15.1 Grant of Option. In the event changes in applicable law nullify, remove, or vitiate the economic benefit to Tenant provided by this Lease or if any person or entity succeeds to Tenant’s interest hereunder by foreclosure sale, trustee’s sale, or deed in lieu of foreclosure (collectively, “Foreclosure”), or if Tenant, in its sole and absolute discretion, so elects, Tenant or Tenant’s successor by Foreclosure shall have the option, exercisable by written notice to Landlord, to terminate this Lease as to the entire Premises or as to such portions of the Premises as Tenant may specify effective sixty (60) days after the date of the notice. Upon default under the Leasehold Mortgage (after giving effect to all applicable notice and cure rights), Tenant or Leasehold Mortgagee shall have the option, exercisable by written notice to Landlord, to terminate this Lease effective sixty (60) days after the date of the notice. Simultaneously with, and effective as of such termination, title to the Premises or such portions thereof as are terminated (including all improvements constituting a part thereof) shall automatically vest in Tenant and Landlord shall comply with the obligations under Section 31. 15.2 Leasehold Mortgagees and Termination. If there are any Leasehold Mortgagees as defined in Section 4.1, Tenant may not terminate, modify or waive its Option under this Section without the written approval of the Leasehold Mortgagees, and Landlord will not recognize or consent thereto without such approval. 15.3 Condominium Release Provisions. From time to time during the term of this Lease upon written request by Tenant, Landlord shall allow the Premises or portion thereof to be divided into legally defined condominium units (“Units”) and, thereafter, subjected to a horizontal property regime to allow condominium sales. Tenant shall have the right to have Units released from this Lease and the fee simple interest in the Units reconveyed to the Tenant for the purposes of facilitating the sale of the Units as condominiums. Landlord and Tenant agree to cooperate in all respects to ensure that the remaining unreleased portions of the Premises shall remain subject to this Lease and the Tax, as well as entitlement to abatement of the Tax during the term of this Lease. 16. Assignment; Subletting. 16.1 Transfer by Tenant. At any time and from time-to-time Tenant shall have the right to assign this Lease and Tenant’s leasehold interest or to sublease all of or any part of the Premises to any person or persons for any use permitted under this Lease, without the consent of the Landlord. 9 4909-6318-9426 16.2 Liability. Each assignee, other than any residential subtenant, hereby assumes all of the obligations of Tenant under this Lease (but not for liabilities or obligations arising prior to such assignment becoming effective). Each assignment shall automatically release the assignor from any personal liability in respect of any obligations or liabilities arising under this Lease from and after the date of assignment, and Landlord shall not seek recourse for any such liability against any assignor or its personal assets. Landlord agrees that performance by a subtenant or assignee of Tenant’s obligations under this Lease shall satisfy Tenant’s obligations hereunder and Landlord shall accept performance by any such subtenant. 17. Default Remedies; Protection of Leasehold Mortgagee and Subtenants. 17.1 Default. The failure by Tenant to observe and perform any material provision of this Lease to be observed or performed by Tenant, where such failure continues for one hundred eighty (180) days after written notice thereof by Landlord to Tenant shall constitute an “Event of Default”; provided, however, that if the nature of such default is such that the same cannot reasonably be cured within such one hundred eighty (180) day period, no Event of Default shall be deemed to have occurred if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion. 17.2 Remedies. Upon the occurrence of an Event of Default, Landlord may at any time thereafter, by written notice to Tenant terminate this Lease, in which case Tenant shall immediately surrender possession of the Premises to Landlord. This Section constitutes the provision required under A.RS. §42-6206(2) that failure by the prime lessee to pay the Tax after notice and an opportunity to cure is an event of default that could result in divesting the prime lessee of any interest or right or occupancy of the government property improvement. 17.3 Leasehold Mortgagee Default Protections. If any Leasehold Mortgagee shall give written notice to Landlord of its Leasehold Mortgage, together with the name and address of the Leasehold Mortgagee, then, notwithstanding anything to the contrary in this Lease, until the time, if any, that the Leasehold Mortgage shall be satisfied and released of record or the Leasehold Mortgagee shall give to Landlord written notice that said Leasehold Mortgage has been satisfied, Landlord shall provide written notice of any default under this Lease to Leasehold Mortgagee and Leasehold Mortgagee shall have the rights described in Section 20 of this Lease. 18. Consent of Leasehold Mortgagee. No act or agreement between or on the part of Landlord or Tenant to cancel, terminate, surrender, amend, or modify this Lease or Tenant’s right to possession shall be binding upon or effective as against the Leasehold Mortgagee without its prior written consent. 19. Notice to Leasehold Mortgagee. If Landlord shall give any notice, demand, election or other communication required hereunder (hereafter collectively “Notices”) to Tenant hereunder, Landlord shall concurrently give a copy of each such Notice to the Leasehold Mortgagee at the address designated by the Leasehold Mortgagee. Such copies of Notices shall be sent by registered or certified mail, return receipt requested, and shall be deemed given seventy- two (72) hours after the time such copy is deposited in a United States Post Office with postage charges prepaid, addressed to the Leasehold Mortgagee. No Notice given by Landlord to Tenant shall be binding upon or affect Tenant or the Leasehold Mortgagee unless a copy of the Notice 10 4909-6318-9426 shall be given to the Leasehold Mortgagee pursuant to this Section. In the case of an assignment of the Leasehold Mortgage or change in address of the Leasehold Mortgagee, the assignee or Leasehold Mortgagee, by written notice to Landlord, may change the address to which such copies of Notices are to be sent. 20. Leasehold Mortgagee Cure Rights. The Leasehold Mortgagee shall have the right for a period of sixty (60) days after the expiration of any grace period afforded Tenant to perform any term, covenant, or condition and to remedy any Event of Default by Tenant hereunder or such longer period as the Leasehold Mortgagee may reasonably require to affect a cure, and Landlord shall accept such performance with the same force and effect as if furnished by Tenant, and the Leasehold Mortgagee shall thereby and hereby be subrogated to the rights of Landlord. The Leasehold Mortgagee shall have the right to enter upon the Premises to give such performance. 21. Prosecution of Foreclosure or Other Proceedings. In case of an Event of Default by Tenant in the performance or observance of any nonmonetary term, covenant or condition to be performed by it hereunder, if such default cannot practicably by cured by the Leasehold Mortgagee without taking possession of the Premises, in such Leasehold Mortgagee’s reasonable opinion, or if such default is not susceptible of being cured by the Leasehold Mortgagee, then Landlord shall not serve a Notice of lease termination pursuant to Section 17.2, if and so long as: (i) the Leasehold Mortgagee shall proceed diligently to obtain possession of the Premises as mortgagee (including possession by a receiver), and, upon obtaining such possession, shall proceed diligently to cure Events of Default as are reasonably susceptible of cure (subject to any order by a court of competent jurisdiction staying or otherwise precluding such Leasehold Mortgagee from obtaining such possession); or (ii) the Leasehold Mortgagee shall institute foreclosure proceedings and diligently prosecute the same to completion (unless in the meantime it shall acquire Tenant’s estate hereunder, either in its own name or through a nominee, by assignment in lieu of foreclosure and subject to any order by a court of competent jurisdiction staying or otherwise precluding such Leasehold Mortgagee from obtaining such possession). 22. Effect of Cure Upon Event of Default. The Leasehold Mortgagee shall not be required to obtain possession or to continue in possession as mortgagee of the Premises pursuant to Section 21(i) above, or to continue to prosecute foreclosure proceedings pursuant to Section 21(ii) above, if and when such Event of Default shall be cured. If a Leasehold Mortgagee, its nominee, or a purchaser at a foreclosure sale shall acquire title to Tenant’s leasehold estate hereunder, an Event of Default that is not reasonably susceptible to cure by the person succeeding to the leasehold interest shall no longer be deemed an Event of Default hereunder. 23. Extension of Foreclosure or Other Proceedings. If any Leasehold Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Tenant, the times specified in Sections 21(i) and (ii) above, for commencing or prosecuting foreclosure or other proceedings shall be extended for the period of the prohibition. 11 4909-6318-9426 24. Additional Consent of Leasehold Mortgagee. No option of Tenant hereunder may be exercised, and no consent of Tenant allowed or required hereunder shall be effective without the prior written consent of any Leasehold Mortgagee. 24.1 Protection of Subtenant. Landlord covenants that notwithstanding any default under or termination of this Lease or of Tenant’s possessory rights, Landlord: (i) so long as a subtenant within the Premises complies with the terms and conditions of its sublease, shall not disturb the peaceful possession of the subtenant under its sublease, and in the event of a default by a subtenant, Landlord may only disturb the possession or other rights of the subtenant as provided in the tenant’s sublease, (ii) shall recognize the continued existence of the sublease, (iii) shall accept the subtenant’s attornment, as subtenant under the sublease, to Landlord, as landlord under the sublease, and (iv) shall be bound by the provisions of the sublease, including all options, and shall execute documents as may be reasonably required by such subtenants to evidence these agreements. Notwithstanding anything to the contrary in this Lease, no act or agreement between or on the part of Landlord or Tenant to cancel, terminate, surrender or modify this Lease or Tenant’s right to possession shall be binding upon or effective as against any subtenant without its prior written consent to the extent the same affects the rights of the subtenant pursuant to its sublease. 25. New Lease. 25.1 Right to Lease. Landlord agrees that, in the event of termination of this Lease for any reason (including but not limited to any default by Tenant), Landlord, if requested by any Leasehold Mortgagee, will enter into a new lease of the Premises with the most senior Leasehold Mortgagee requesting a new lease, which new lease shall commence as of the date of termination of this Lease and shall run for the remainder of the original term of this Lease, at the rent and upon the terms, covenants and conditions herein contained, provided: a. Such Leasehold Mortgagee shall make written request upon Landlord for the new lease within sixty (60) days after the date such Leasehold Mortgagee receives written Notice from Landlord that the Lease has been terminated; b. Such Leasehold Mortgagee shall pay to Landlord at the time of the execution and delivery of the new lease any and all sums which would, at that time, be due and unpaid pursuant to this Lease but for its termination, and in addition thereto all reasonable expenses, including reasonable attorneys’ fees, which Landlord shall have incurred by reason of such termination; and c. Such Leasehold Mortgagee shall perform and observe all covenants in this Lease to be performed and observed by Tenant, and shall further remedy any other conditions which Tenant under the Lease was obligated to perform under its terms, to the extent 12 4909-6318-9426 the same are reasonably susceptible of being cured by the Leasehold Mortgagee. 25.2 The tenant under the new lease shall have the same right of occupancy to the buildings and improvements on the Premises as Tenant had under the Lease immediately prior to its termination. 25.3 Notwithstanding anything to the contrary expressed or implied in this Lease, any new lease made pursuant to this Section 25 shall have the same priority as this Lease with respect to any mortgage, deed of trust, or other lien, charge, or encumbrance on the fee of the Premises, and any sublease under this Lease shall be a sublease under the new lease and shall not be deemed to have been terminated by the termination of this Lease. 26. No Obligation. Nothing herein contained shall require any Leasehold Mortgagee to enter into a new lease pursuant to Section 25 or to cure any default of Tenant referred to above. 27. Possession. If any Leasehold Mortgagee shall demand a new lease as provided in Section 25, Landlord agrees, at the request of, on behalf of and at the expense of the Leasehold Mortgagee, upon a guaranty from it reasonably satisfactory to Landlord, to institute and pursue diligently to conclusion the appropriate legal remedy or remedies to oust or remove the existing Tenant from the Premises, but not any subtenants actually occupying the Premises or any part thereof. 28. Grace Period. Unless and until Landlord has received notice from each Leasehold Mortgagee that the Leasehold Mortgagee elects not to demand a new lease as provided in Section 25, or until the period therefore has expired, Landlord shall not cancel or agree to the termination or surrender of any existing subleases nor enter into any new leases or subleases with respect to the Premises without the prior written consent of each Leasehold Mortgagee. 29. Effect of Transfer. Neither the foreclosure of any Leasehold Mortgage (whether by judicial proceedings or by virtue of any power of sale contained in the Leasehold Mortgage), nor any conveyance of the leasehold estate created by this Lease by Tenant to any Leasehold Mortgagee or its designee by an assignment or by a deed in lieu of foreclosure or other similar instrument shall require the consent of Landlord under, or constitute a default under, this Lease, and upon such foreclosure, sale or conveyance, Landlord shall recognize the purchaser or other transferee in connection therewith as the Tenant under this Lease. 30. No Merger. In no event shall the leasehold interest, estate or rights of Tenant hereunder, or of any Leasehold Mortgagee, merge with any interest, estate or rights of Landlord in or to the Premises. Such leasehold interest, estate and rights of Tenant hereunder, and of any Leasehold Mortgagee, shall be deemed to be separate and distinct from Landlord’s interest, estate and rights in or to the Premises, notwithstanding that any such interests, estates or rights shall at any time be held by or vested in the same person, corporation or other entity. 31. Surrender, Reconveyance. 13 4909-6318-9426 31.1 Reconveyance Upon Termination or Expiration. On the last day of the term of this Lease or upon any termination of this Lease, whether under Article 15 above or otherwise, title to the Premises or such portions thereof as are terminated (including all improvements constituting a part thereof) shall automatically vest in Tenant at no cost or expense to Tenant other than as set forth in Section 33 below. 31.2 Reconveyance Documents. Without limiting the foregoing, Landlord upon request shall execute and deliver: (i) a special warranty deed reconveying all of Landlord’s right title and interest in the Premises to Tenant; (ii) a memorandum in recordable form reflecting the termination of this Lease; (iii) an assignment of Landlord’s right, title and interest in and to all licenses, permits, guaranties and warranties relating to the ownership or operation of the Premises to which Landlord is a party and which are assignable by Landlord, and (iv) such other reasonable and customary documents as may be required by Tenant or its title insurer including, without limitation, FIRPTA and mechanic’s lien affidavits, to confirm the termination of this Lease and the revesting of title to the Premises in all respects in Tenant. 32. Title and Warranties. Notwithstanding anything to the contrary in this Section, Landlord shall convey the Premises subject only to: (i) matters affecting title as of the date of this Lease, and (ii) matters created by or with the written consent of Tenant. The Premises shall be conveyed “AS IS” without representation or warranty whatsoever. Notwithstanding the prohibition on the creation of any liens by or through Landlord set forth in this Section, upon any reconveyance, Landlord shall satisfy all liens and monetary encumbrances on the Premises created by Landlord. 33. Expenses. All costs of title insurance, escrow fees, recording fees and other expenses of the reconveyance, except Landlord’s own attorneys’ fees and any commissions payable to any broker retained by Landlord, shall be paid by Tenant. 34. Trade Fixtures, Machinery and Equipment. Landlord agrees that all trade fixtures, machinery, equipment, furniture or other personal property of whatever kind and nature kept or installed on the Premises by Tenant or Tenant’s subtenants may be removed by Tenant or Tenant’s subtenants, or their agents and employees, in their discretion, at any time and from time to time during the entire term or upon the expiration of this Lease. Tenant agrees that in the event of damage to the Premises due to such removal it will repair or restore the same. Upon request of Tenant or Tenant’s assignees or any subtenant, Landlord shall execute and deliver any consent or waiver forms submitted by any vendors, Landlords, chattel mortgagees or holders or owners of any trade fixtures, machinery, equipment, furniture or other personal property of any kind and description kept or installed on the Premises by any subtenant setting forth the fact that Landlord waives, in favor of such vendor, Landlord, chattel mortgagee or any holder or owner, any lien, claim, interest or other right therein superior to that of such vendor, Landlord, chattel mortgagee, owner or holder. Landlord shall further acknowledge that property covered by such consent or waiver forms is personal property and is not to become a part of the realty no matter how affixed thereto and that such property may be removed from the Premises by the vendor, Landlord, chattel mortgagee, owner or holder at any time upon default by the Tenant or the subtenant in the terms of such chattel mortgage or other similar documents, free and clear of any claim or lien of Landlord. 14 4909-6318-9426 35. Estoppel Certificate. Landlord shall at any time and from time to time upon not less than ten (10) days’ prior written notice from Tenant or any Leasehold Mortgagee execute, acknowledge and deliver to Tenant or the Leasehold Mortgagee a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any; (ii) acknowledging that there are not, to Landlord’s knowledge, any uncured defaults on the part of Tenant hereunder, or specifying such defaults if they are claimed; and (iii) certifying such other matters relating to this Lease as Tenant or the Leasehold Mortgagee may reasonably request. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the leasehold estate in the Premises. Landlord’s failure to deliver a statement within the time prescribed shall be conclusive upon Landlord (i) that this Lease is in full force and effect, without modification except as may be represented by Tenant; (ii) that there are no uncured defaults in Tenant’s performance; and (iii) the accuracy of such other matters relating to this Lease as Tenant as may have been set forth in the request. 36. General Provisions. 36.1 Attorneys’ Fees. In the event of any suit instituted by either party against the other in any way connected with this Lease or for the recovery of possession of the Premises, the parties respectively agree that the successful party to any such action shall recover from the other party a reasonable sum for its attorneys’ fees and costs in connection with said suit, such attorneys’ fees and costs to be fixed by the court. 36.2 Transfer or Encumbrance of Landlord’s Interest. Landlord may not transfer or convey its interest in this Lease or in the Premises during the term of this Lease without the prior written consent of Tenant, which consent may be given or withheld in Tenant’s sole and absolute discretion. In the event of permitted sale or conveyance by Landlord of Landlord’s interest in the Premises, other than a transfer for security purposes only, Landlord shall be relieved, from and after the date specified in such notice of transfer, of all obligations and liabilities accruing thereafter on the part of the Landlord, provided that any funds in the hands of Landlord at the time of transfer in which Tenant has an interest, shall be delivered to the successor of Landlord. This Lease shall not be affected by any such sale and Tenant agrees to attorn to the purchaser or assignee provided all of Landlord’s obligations hereunder are assumed in writing by the transferee. Landlord shall not grant or create mortgages, deeds of trust or other encumbrances of any kind against the Premises or rights of Landlord hereunder, and, without limiting the generality of the foregoing, Landlord shall have no right or power to grant or create mortgages, deeds of trust or other encumbrances superior to this Lease without the consent of Tenant in its sole and absolute discretion. Any mortgage, deed of trust or other encumbrance granted or created by Landlord shall be subject to this Lease, all subleases and all their respective provisions including, without limitations, the options under this Lease and any subleases with respect to the purchase of the Premises. 36.3 Captions; Attachments; Defined Terms. 15 4909-6318-9426 a. The captions of the sections of the Lease are for convenience only and shall not be deemed to be relevant in resolving any question of interpretation or construction of any section of this Lease. b. Exhibits attached hereto, and addendums and schedules initialed by the parties, are deemed by attachment to constitute part of this Lease and are incorporated herein. c. The words “Landlord” and “Tenant”, as used herein, shall include the plural as well as the singular. The obligations contained in this Lease to be performed by Tenant and Landlord shall be binding on Tenant’s and Landlord’s successors and assigns only during their respective periods of ownership. 36.4 Entire Agreement. This Lease along with any addenda, exhibits and attachments hereto constitutes the entire agreement between Landlord and Tenant relative to the Premises and this Lease and the addenda, exhibits and attachments may be altered, amended or revoked only by an instrument in writing signed by the party to be bound thereby. Landlord and Tenant agree hereby that all prior or contemporaneous oral agreements between and among themselves and their agents or representatives relative to the leasing of the Premises are merged in or revoked by this Lease, except as set forth in any addenda hereto. 36.5 Severability. If any term or provision of this Lease shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by law. 36.6 Binding Effect; Choice of Law. The parties hereto agree that all the provisions hereof are to be construed as both covenants and conditions as though the words importing such covenants and conditions were used in each separate paragraph hereof. All of the provisions hereof shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. This Lease shall be governed by the laws of the State of Arizona. 36.7 Memorandum of Land and Improvements Lease. The parties shall, concurrently with the execution of this Lease, complete, execute, acknowledge and record (at Tenant’s expense) a Memorandum of Land and Improvements Lease, a form of which is attached hereto as Exhibit B. 36.8 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) personally delivered, (ii) delivered by means of a professional messenger service or reputable air express courier service utilizing receipts, or (iii) or if mailed by United States certified or registered mail, return receipt requested, postage prepaid, as follows: 16 4909-6318-9426 If to Landlord: City of Tempe City Manager’s Office 31 East 5th Street Tempe, Arizona 85281 With a copy to: City of Tempe City Attorney’s Office 31 East 5th Street Tempe, Arizona 85281 If to Tenant: South Pier Lot 6 Owner, LLC c/o Silverstein Properties LLC 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attn: Jamison Divoll, Vice President Attn: Nicholas Pazich, Executive Vice President and General Counsel With a copy to: Snell & Wilmer One East Washington Street, Suite 2700 Phoenix, AZ 85004-2556 Attn: Michael Maerowitz and Joyce Wright or at such other places or to such other persons as any party shall from time to time notify the other in writing as provided herein. The date of service of any communication hereunder shall be the date of receipt by personal delivery, date of receipt from a messenger or courier service, or seventy-two (72) hours after the postmark on the certified or registered mail, as the case may be. 36.9 Waiver. No covenant, term or condition or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed, and any waiver or the breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition. 36.10 Negation of Partnership. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease. 36.11 Hold Over. If Tenant shall continue to occupy the Leased Premises after the expiration of the term hereof without the consent of Landlord, such tenancy shall be from month to month on the same terms and conditions as are set forth herein. 17 4909-6318-9426 36.12 Leasehold Mortgagee Further Assurances. Landlord and Tenant shall cooperate in including in this Lease by suitable amendment from time to time any provision which may be reasonably requested by any proposed Leasehold Mortgagee for the purpose of implementing the mortgagee-protection provisions contained in this Lease, of allowing that Leasehold Mortgagee reasonable means to protect or preserve the lien of its Leasehold Mortgage upon the occurrence of a default under the terms of this Lease and of confirming the elimination of the ability of Tenant to modify, terminate or waive this Lease or any of its provisions without the prior written approval of the Leasehold Mortgagee. Landlord and Tenant each agree to execute and deliver (and to acknowledge, if necessary, for recording purposes) any agreement necessary to effect any such amendment; provided, however, that any such amendment shall not in any way affect the term or rent under this Lease nor otherwise in any material respect adversely affect any rights of Landlord under this Lease. 37. Nonrecourse. Landlord’s sole recourse for collection or enforcement of any judgment as against Tenant shall be solely against the leasehold interest under this Lease and the improvements on the Premises and may not be enforced against or collected out of any other assets of Tenant nor of its beneficiaries, joint venturers, owners, partners, shareholders, members or other related parties. [Remainder of page intentionally left blank.] 18 4909-6318-9426 IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the Effective Date first written above. ATTEST: By: City Clerk LANDLORD: CITY OF TEMPE, a municipal corporation By: Name: Title: APPROVED AS TO FORM: City Attorney 19 4909-6318-9426 TENANT: SOUTH PIER LOT 6 OWNER, LLC, a Delaware limited liability company By: Name: Title: __________________________ STATE OF __________ ) ) SS. COUNTY OF__________ ) The foregoing instrument was acknowledged before me this _____ day of _______________ 2026, by ____________________, the ____________________ of SOUTH PIER LOT 6 OWNER, LLC, a Delaware limited liability company, and that in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained on behalf of that entity. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public My Commission Expires: 20 4909-6318-9426 Exhibit A Legal Description of Land Lot ___ of the Replat of Lot 6 of PIER 202-2nd AMENDED according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded December 4, 2024, in Book 1833 of Maps, page 12 4909-6318-9426 Exhibit B Memorandum of Land and Improvement Lease WHEN RECORDED, RETURN TO: Exempt from affidavit of value and transfer fee requirements, pursuant to A.R.S. § 11-1134 (A)(2) MEMORANDUM OF LAND AND IMPROVEMENTS LEASE THIS MEMORANDUM OF LAND AND IMPROVEMENTS LEASE (“Memorandum”) is made and entered into as of the _____ day of __________, 2026, by and between the CITY OF TEMPE, an Arizona municipal corporation (“City”), and SOUTH PIER LOT 6 OWNER, LLC, a Delaware limited liability company (“Tenant”), for the purpose of providing record notice of the terms pertinent to that certain Land and Improvements Lease (City Contract No. _________) dated ________________, 2026 (the “Lease”) between City, as landlord, and Tenant, as tenant. In addition, this Memorandum is being recorded to provide notice pursuant to Arizona Revised Statutes (“A.R.S.”) § 42-6202(C) that the Lease is a government property improvement lease and certain terms thereof, as follows: 1. Premises. The real property that is the subject of the Lease is legally described on Exhibit “A” attached hereto and by this reference incorporated herein (the “Land”). Pursuant to the Lease, City leases to Tenant and Tenant leases from City the Land and all improvements now or hereafter located on the Land (together, the “Premises”) pursuant to the terms of the Lease. The Premises are located in a single central business district within the municipal boundaries of City and in a redevelopment area established pursuant to A.R.S. §§36-1471 et seq. Tenant’s construction of the Premises resulted in an increase in the property value of at least one hundred percent. 2. Disposition and Development Agreement. The Premises is subject to that certain Development and Disposition Agreement [South Pier at Tempe Town Lake] C2022-36 between City and South Pier Tempe Holdings LLC, an Arizona limited liability company (“Master Developer”) dated March 17, 2022, and recorded March 23, 2022, as Document No. 20220259754 and re-recorded January 13, 2023, as Document No. 20230022259, in the official records of Maricopa County, Arizona (the “DDA”). The Master Developer assigned to Tenant and Tenant assumed the rights and obligations under the DDA, with the consent and agreement of the City, as such rights and obligations pertain to the Premises, pursuant to that certain Assignment and Assumption of Development and Disposition Agreement (Lot 6) dated May 17, 2023 and recorded May 18, 2023, as Document No. 20230258656, in the official records of Maricopa County, Arizona. 22 4909-6318-9426 3. Government Property Lease Excise Tax. In accordance with A.R.S. § 42-6206: (1) notice is hereby given to Tenant of its government lease excise tax (“GPLET”) liability pursuant to A.R.S. § 42-6201 et seq.; and (2) subject to Tenant’s right to abate the GPLET as provided in the Lease, failure by Tenant, after notice and an opportunity to cure, to pay the tax imposed by A.R.S. § 42-6201 et seq. is an event of default that could result in divesting Tenant of any interest in or right of occupancy of the government property improvements that are the subject of the Lease. The applicable rate of GPLET for the Lease, as a result of the effective dates of the DDA and Lease, is defined in A.R.S. § 42-6203(B). The City Council of City approved abatement of the tax pursuant to its Ordinance No. 02022.06, dated February 10, 2022, for the first eight (8) years after Tenant’s receipt of the certificates of completion for the improvements constructed on the Premises pursuant to the DDA . As of the date of this Memorandum, the abatement period for this Lease ends on ____________, 2034. 4. Term. The Lease is for a term of eight (8) years. Lease term dates are as follows: Effective date of Lease: _____________, 2026 Beginning of term date: _____________, 2026 Ending of term date: ____________, 2034 5. Certificate of Completion. The project has been completed on the Land, and tenant has received the certificates of completion for the improvements on ______________, 2026 and ____________, 2026. 6. Statutorily Pertinent Project Attributes. The parties acknowledge that the final constructed improvements subject to the Lease have the following attributes: Tower 1: a 21-story high-rise building that includes 248 residential units within 320,359 gross sq. ft., 16,362 sq. feet of retail space, amenities, and 293 below ground parking spaces; and Tower 2: a 21-story high-rise building that includes 242 residential units within 299,622 gross sq. ft., 8,662 sq. ft. of retail space, amenities, 282 below ground parking spaces, and 26 ground level parking spaces. 7. Option to Terminate and Acquire Title. Tenant has an option to terminate the Lease as provided in Article 15 of the Lease. Following any termination or expiration of the Lease, whether pursuant to Article 15 or otherwise, title to the Premises (including all improvements constituting a part thereof) shall automatically vest in Tenant. 8. Notices. The addresses for notices to the current parties to the Lease are: City/Landlord: City of Tempe City Manager’s Office 31 East 5th Street Tempe, Arizona 85281 23 4909-6318-9426 24 4909-6318-9426 With a copy to: City of Tempe City Attorney’s Office 31 East 5th Street Tempe, Arizona 85281 Tenant: South Pier Lot 6 Owner, LLC c/o Silverstein Properties LLC 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attn: Jamison Divoll, Vice President and Nicholas L. Pazich With a copy to: Snell & Wilmer L.L.P. One East Washington Street, Suite 2700 Phoenix, Arizona 85004 Attention: Michael Maerowitz and Joyce K. Wright 9. Miscellaneous. This Memorandum is not a complete summary of the Lease. The provisions of this Memorandum shall not be used in interpreting the Lease. In the event of any conflict between the terms and provisions of this Memorandum and the Lease, the terms and provisions of the Lease shall govern and control. IN WITNESS WHEREOF, this Memorandum has been executed as of the day and year first set forth above. [Remainder of Page Intentionally Left Blank; Signature Pages Follow] 25 4909-6318-9426 LANDLORD: ATTEST: By: ____________, City Clerk CITY OF TEMPE, a municipal corporation By: Name: Title: APPROVED AS TO FORM: Eric Anderson, City Attorney STATE of __________ ) ) ss. County of__________ ) The foregoing instrument was acknowledged before me this _____ day of _______________ 2026, by ___________________________of CITY OF TEMPE, an Arizona municipal corporation, on behalf of the corporation. Notary Public My Commission Expires: 26 4909-6318-9426 TENANT: SOUTH PIER LOT 6 OWNER, LLC, a Delaware limited liability company By: Name: Title: _________________________ STATE OF __________ ) ) SS. COUNTY OF__________ ) The foregoing instrument was acknowledged before me this _____ day of _______________ 2026, by ____________________, the ____________________ of SOUTH PIER LOT 6 OWNER, LLC, Delaware limited liability company, and that in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained on behalf of that entity. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public My Commission Expires: 27 4909-6318-9426 Exhibit A Legal Description of Land Lot ___ of the Replat of Lot 6 of PIER 202-2nd AMENDED according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded December 4, 2024, in Book 1833 of Maps, page 12