Extracted text (via ocr_local)
69238 characters
Lease No. L-7449 C 50-14-054-M-00 LEASE AGREEMENT LEASE NO. L-7449 THIS LEASE AGREEMENT (“Lease”) is made as of this 26th day of February, 2014 (“Lease Date”), between HHLuhrs, LLC, an Arizona limited liability company (“Lessor”) and Maricopa County, a political subdivision of the State of Arizona (“Lessee”) (“Lessor” and “Lessee” shall collectively be referred to herein as the “Parties”). Section 1. PREMISES 1.1 Leased Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor approximately 3,239 rentable square feet (“Rentable Area”) of office space at the Luhrs Tower located at 45 West Jefferson, Phoenix, Arizona, 85003 (the “Building”), known as Suite 600 (6" Floor) and depicted on Exhibit “A” which is attached hereto and made a part hereof (the “Premises”). The Premises, the Building, the Common Areas (defined in Section 1.3), the land on which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the “Project.”. 1.2 Use of Premises. Lessee shall use the Premises for general office uses associated with the requirements of a court appointed monitor for Maricopa County (the “Agreed Use”) in compliance with all Applicable Requirements (as defined in Section 5.2.2). Lessee may not use the Premises for any other department or division of Maricopa County government for any use other than the Agreed Use without Lessor’s prior written approval. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not: impair the tenant mix and/or professional environment of the Building, the structural integrity of the improvements of the Building, adversely affect the mechanical, electrical, HVAC, and other systems of the Building, and/or affect the exterior appearance of the Building. If Lessor elects to withhold consent, Lessor shall within seven (7) days after such request give written notification of same, which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use. Lessee shall have access to the Premises twenty-four (24) hours per day and seven (7) days per week. 1.3 Common Areas — Definition. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Premises that are provided and designated by the Lessor from time to time for the general nonexclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, agents, suppliers, shippers, customers, contractors and invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas. 14 Common Areas — Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the Term of this Lease, the nonexclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or Lease No. L-7449 C 50-14-054-M-00 restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right’ to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor’s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 1.5 Common Areas — Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and enforce reasonable rules and regulations (“Rules_and Regulations”) for the management, safety, care and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations and shall use its best efforts to cause its employees to so abide and conform. Lessor shall not be responsible to Lessee for the noncompliance with said Rules and Regulations by tenants of the Project. The current Rules and Regulations are attached hereto as Exhibit “F”. Should the Rules and Regulations ever be amended or modified by Lessor or such other person(s) as Lessor may appoint, Lessor shall immediately provide the amended or modified Rules and Regulations to Lessee. 1.6 Common Areas — Changes. Lessor shall have the right, in Lessor’s sole discretion from time to time: 1.6.1 To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways, so long as such changes do not materially and adversely affect the Lessee’s use or enjoyment of the Lessee’s rights under this Lease; 1.6.2 To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; 1.6.3 To designate other land outside the boundaries of the Project to be a part of the Common Areas; 1.6.4 To add additional buildings and improvements to the Common Areas; 1.6.5 To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof; 1.6.6 To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate; and 1.6.7 To construct a new parking facility. Lease No. L-7449 C 50-14-054-M-00 Section 2 TERM 2.1 Term. Subject to extension as provided in Section 2.5, the initial term of this Lease shall be for five (5) years and shall commence on the Commencement Date as hereafter defined (“Initial Term”) and shall expire 60 months from the Commencement Date (the “Expiration Date”). Each year within the Initial Term or any Renewal Term, as defined in Section 2.5, shall hereafter be referred to as the “Lease Year.” The Initial Term and Renewal Term shall be referred to herein together as the “Term.” 2.2 Commencement Date. The Commencement Date shall be March 15, 2014, provided, however, if Lessor does not deliver the Premises to Lessee by March 15, 2014the Commencement Date shall be extended to the date that beneficial occupancy occurs, The Commencement Date shall be confirmed in writing by the Parties per mutual approval and execution of Exhibit “C” (the “Commencement Date Confirmation”) which is attached hereto and made a part hereof. No Base Rent shall accrue until the Commencement Date. 2.3 Early Possession. This section intentionally deleted. 2.4 Delay in Possession. Lessor agrees to use its best commercially reasonable efforts to provide access to the Premises to Lessee by March 15, 2014. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefore, nor shall such failure affect the validity of this Lease. If possession is not delivered within fifteen (15) days after March 15, 2014, as the same may be extended pursuant to Section 2.2, Lessee may, at its option, by notice in writing within ten (10) days after the end of such fifteen (15) day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said ten (10) day period, Lessee’s right to cancel shall terminate. If possession of the Premises is not delivered within sixty (60) days after March 15, 2014, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. If Lessee has prepaid any Base Rent and the Lease is terminated as provided herein, Lessor shall refund or credit Lessee on a pro rata basis. 2.5 Options to Renew. Lessor hereby grants to Lessee the option of renewing the Lease for one (1) additional two (2) year term (the “Renewal Term”) on the following terms: 2.5.1 Exercise. To exercise the Option, Lessee shall give Lessor written notice of its intent to renew at least ninety (90) days prior to the Expiration Date. 2.5.2 Options Personal to Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee. The original Lessee may only exercise the Option while in full possession of the Premises, and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 2.5.3 Effect of Default on Option. Lessee shall have no right to exercise the Option during the time a Lessee Event of Default has occurred or is occurring until fully cured. 2.5.4 Rental Term and Lease Terms. The Base Rent rate during the Renewal Term shall be at fair market rental rate for similar class buildings with similar tenant improvements, location and surrounding amenities in the Downtown Phoenix, Arizona, area (the “Fair Market Rental Rate”) and shall adjust annually during the Renewal Term on a Fair Market Rental Rate basis. Parking Rates shall be based on Lessor’s parking rates at that time. During any Renewal Lease No. L-7449 C 50-14-054-M-00 Term, the terms, provisions and conditions contained within this Lease, other than the amount of the Base Rent and Parking Rates which shall be calculated pursuant to this Section, shall remain in full force and effect. 2.6 No Right To Hold Over. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. If Lessee holds over, then the Base Rent shall be increased to one hundred ten percent (110%) of the Base Rent that was payable immediately preceding the expiration or termination during the first three (3) month holdover period and to one hundred fifty percent (150%) of such Base Rent for the next three (3) month holdover period and thereafter. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee beyond a six (6) month holdover period. Section 3 RENT; RENTAL TAXES; PAYMENTS 3.1 Rent. Lessee agrees to pay to Lessor as base rent for the Initial Term the following monthly amount (“Base Rent”), payable on the first day of the month commencing from the Commencement Date: Month Annual Rate Monthly Base Rent 1-12 $22.25/sq. ft. $6,005.65 13 —24 $22.75/sq. ft. $6,140.60 25 — 36 $23.25/sq. ft. $6,275.56 37-48 $22.50/sq. ft. $6,073.13 49 — 60 $23.00/sq. ft. $6,208.08 3.2 Use Tax. Lessee shall pay, together with the Rent, any state, county or city taxes and/or assessments now or subsequently levied or imposed on Lessor on account of, attributed to or measured by this Lease or by the Rent (including Base Rent, Operating Expenses and other amounts) payable by Lessee under this Lease (“Use Tax”). Lessee shall pay any such taxes to Lessor, at Lessor’s election, with the monthly installments of Base Rent or within ten (10) days after Lessee’s receipt of a statement for such Use Taxes from Lessor. Payment of Use Taxes shall be based on the actual amount of the Use Tax and not be limited to an increase over a Base Year. 3.3 Payments. All monetary obligations of Lessee to Lessor under the terms of this Lease are deemed to be rent (“Rent”). Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States on or before the day on which it is due, without offset or deduction (except as specifically permitted in this Lease). If any invoice prepared by Lessor is inaccurate, such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the Term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating. Payments will be applied first to accrued Late Charges and attorney’s fees, second to accrued interest, then to Base Rent and Operating Expenses, and any remaining amount to any other outstanding charges or costs. Lease No. L-7449 C 50-14-054-M-00 Section 4 OPERATING EXPENSES 4.1 Expenses Above Base Year. Lessor and Lessee agree that (a) Lessee shall pay to Lessor additional rent in the form of an annual “Operating Expense Component” equal to the amount of Lessee’s share of operating expenses in excess of the operating expenses established for the base year 2014 (“Base Year”) grossed up per clause (c) below, (b) during any calendar year in which there is a change in the Operating Expense Component, the Operating Expense Component for the entire calendar year shall not increase by more than five (5) percent for controllable expenses, excluding real estate taxes, insurance premiums and cost of utility services; and (c) if less than ninety-five percent (95%) of the usable square feet of Luhrs Tower is occupied by tenants at any time during any calendar year, the actual operating expenses during such calendar year shall, for the purposes of this Lease, be increased to an amount reasonably determined by Lessor to be equivalent to the operating costs that would have been incurred had the occupancy of Luhrs Tower been at least ninety-five percent (95%) during the entire year. Lessor shall prorate the Operating Expense Component for any partial calendar year. Lessee shall pay any increase in the Operating Expense Component monthly based on Lessor’s reasonable estimate, which shall be reconciled annually. 4.2 Verification of Operating Expenses. Lessor shall keep books, records and accounts of the Operating Costs for each Lease Year in accordance with procedures conforming to generally accepted accounting principles, consistently applied, with respect to all aspects of determining Lessee’s Share of the Operating Expenses. Lessee shall have the right during any Term and up to one (1) year after termination of the Lease and during regular business hours of Lessor to examine, review, audit and inspect such books, records and accounts to ensure accuracy. Lessee shall provide Lessor with reasonable notice of Lessee’s intent to examine Lessor’s operating cost records. 4.3 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Alterations and Trade Fixtures (as defined in Section 5.2.1), furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Alterations and Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property. Section 5 CONSTRUCTION 5.1 Tenant Improvements. Lessor, at Lessor’s sole cost and expense shall be responsible for completing the tenant improvements (the “Tenant Improvements”) as described in Exhibit “B” (the “Work Letter”) which is included herewith and made a part of this Lease. 5.2 Trade Fixtures; Alterations. 5.2.1 Definitions. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises. The term “Alterations” shall mean any modification of the improvements, whether by addition or deletion. 5.2.2 Consent. Lessee shall not make any Alterations to the Premises without Lessor’s prior written consent, which shall not be unreasonably withheld. Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lease No. L-7449 C 50-14-054-M-00 Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor approved by Lessor. Any Alterations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other laws, covenants or restrictions of record, regulations and ordinances (“Applicable Requirements”) in a prompt and expeditious manner. Any Alterations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as built plans and specifications. 5.2.3 Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense, defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor elects to participate in any such action, Lessee shall pay Lessor’s reasonable attorneys’ fees and costs. 5.3 Conformance with Standards. Lessor shall conform to all applicable standards contained in the “Uniform Building Code for Life Safety” (“U.B.C”), and all applicable standards in “Arizona Revised Statutes for Handicapped Accessibility” in Title 9-499.02 and Title 41-1492 through 41-1492.11. This will include but not be limited to Handicapped Accommodations such as restrooms, drinking fountains, pedestrian ramps, etc. Lessor shall also, at its own expense, conform to all Americans with Disabilities Act requirements for Public Accommodations that are “readily achievable unless an undue burden would result”. 5.4 Directory Sign. Lessor shall, at its sole cost and expense, install a Building standard suite entry sign and a Project standard directory sign with Lessee’s name on the directory located in the lobby to the Building. Section 6 INSURANCE. 6.1 Liability Insurance. Lessor understands and acknowledges that Lessee is self insured and Lessee shall be liable for bodily injury, personal injury and property damage based upon or arising out of Lessee’s use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Lessee shall provide Lessor prior to the Lease Date with a copy of Lessee’s self- insurance program. Annually thereafter Lessee will provide Lessor with a certificate evidencing its maintenance of the self-insurance program, which shall be maintained in force during the Term. If during the Term Lessee’s self-insurance program is modified or terminated, Lessee shall promptly notify Lessor and provide Lessor with a copy of any modifications. If Lessee’s self- insurance program is terminated, Lessee and Lessor shall amend this Lease to reflect insurance obligations of Lessee that are consistent with the then current Building Lease requirements of other tenants in the Building. Lessee represents and warrants to Lessor that its self-insurance program (i) protects Lessee and Lessor and Lessor’s property manager, (ii) insures performance of Lessee’s indemnity obligations under the Lease, and (iii) is primary to and not contributory with any insurance carried by Lessor, whose insurance shall be considered excess insurance only. Lease No. L-7449 C 50-14-054-M-00 6.2 Property Insurance — Building and Improvements. 6.2.1 Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Building and/or Project. The amount of such insurance shall be equal to the full insurable replacement cost of the Building and/or Project, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Alterations and Trade Fixtures, and Lessee’s personal property shall be insured by Lessee pursuant to Section 6.3. 6.3 Lessee’s Property and Workers Compensation Insurance. 6.3.1 Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Alterations. Such insurance shall be full replacement cost coverage. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Alterations. Lessee shall provide Lessor with written evidence that such insurance is in force. Lessee may satisfy the foregoing requirements with its self-insurance program described in Section 6.1, 6.3.2 Workers Compensation. Lessee shall obtain and maintain workers’ compensation insurance coverage as required by law, together with employers’ liability insurance coverage of at least $1,000,000. Lessee may satisfy the foregoing requirements with its self- insurance program described in Section 6.1 herein, if Lessee is authorized by law to do so. 6.3.3. No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business operations or obligations under this Lease. 6.4 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. Section 7. MAINTENANCE/UTILITIES. 7A Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning, reasonable amounts of electricity for normal lighting and office machines, water for reasonable and normal drinking and lavatory use in connection with an office, and replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures. Lessor shall also provide janitorial services to the Premises and Common Areas 5 times per week, excluding State of Arizona Holidays. All janitorial services in the Premises shall be provided during Lessee’s business hours unless otherwise authorized by Lessee. Lessor shall not, however, be required to provide janitorial services to kitchens or storage areas included within the Premises or to maintain Lessee’s telecommunications, including voice data services for the Premises. 7.1.1 Hours of Service. Said services and utilities shall be provided during normal business hours for the Building of 8:00 a.m. to 6:00 p.m., Mondays through Fridays (except State Lease No. L-7449 C 50-14-054-M-00 of Arizona holidays) and 8:00 a.m. to 1:00 p.m. on Saturdays (except State of Arizona holidays). Utilities and services required at other times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof. 7.1.2 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and shall not install or use machinery or equipment in or about the Premises that uses excess water, lighting or power, or suffer or permit any act that causes extra burden upon the utilities or services, including but not limited to security and trash services, over standard office usage for the Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise out of a breach of this subsection by Lessee. Lessor may, in its sole discretion, install at Lessee’s expense supplemental equipment and/or separate metering applicable to Lessee’s excess usage or loading. 7.1.3 Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable control or in cooperation with governmental request or directions. 7.2 Maintenance -- Lessor Responsibility. Lessor shall maintain the structure of the Premises in good repair and shall correct any hazardous conditions existing as the result of any structural defect or unsoundness. The term “structure” as used herein, includes walls, roofs, floors, foundations, and stairways. It is understood that the structure and Premises are currently in a state of good repair. Lessor shall further keep the exterior grounds and all Common Areas of the Project clean and free from trash and other rubbish. Lessor shall maintain all Building utility systems serving the Premises in a state of good repair. Lessor shall maintain the Project in a safe, operating condition. Janitorial services to the Premises shall be the responsibility of the Lessor. 7.3 Maintenance — Lessee Responsibility. Notwithstanding Lessor’s obligation to keep the Premises in good condition and repair, Lessee shall be responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the Premises, or any equipment (wherever located) that is due to abuse or neglect by Lessee or if associated with equipment that serves only Lessee or the Premises, to the extent such cost is attributable to causes beyond normal wear and tear. Lessee shall be responsible for the cost of painting, repairing or replacing wall coverings, and to repair or replace any improvements within the Premises. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any particular such maintenance or repairs, the cost of which is otherwise Lessee’s responsibility hereunder. 7A Condition of Premises. Lessor shall deliver the Premises to Lessee in a clean condition on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date’), and warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”) shall be in good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of the Premises shall be free of material defects. Lessee shall surrender the Premises and all improvements, additions and alterations therein in good working order (subject to ordinary wear and tear). Section 8. RETURN OF PREMISES 8.1 Return of Premises. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear Lease No. L-7449 C 50-14-054-M-00 excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice. Lessee shall repair any damage occasioned by the installation, maintenance, or removal of Trade Fixtures, furnishings and equipment. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee or its employees, agents, contractors or invitees, (except Hazardous Substances which were deposited via underground migration from areas outside the Premises). Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Section without the express written consent of Lessor shal] constitute a holdover under the provisions of Section 2.6. Section 9. DAMAGE OR DESTRUCTION 9.1 Insubstantial Damage. The term “Insubstantial Damage” shall mean any damage or destruction to any part of the Premises, other than Lessee Alterations, that would not materially and adversely impact the Lessee’s intended use of the Premises as a whole, and which can reasonably be repaired in three (3) months or less from the date of the damage or destruction and the cost thereof does not exceed a sum equal to six (6) month’s Base Rent. Lessor shall notify Lessee in writing within thirty (30) days from the date of the damage or destruction as to whether or not the damage is Insubstantial Damage or Substantial Damage. In the event of Insubstantial Damage to the Premises: 9.1.1. No Abatement. There shall be no abatement or reduction in any payments (deferred or otherwise) required of the Lessee under this Lease as a result of such Insubstantial Damage; 9.1.2 Repair. The Lessor and Lessee will cooperate to promptly repair, rebuild or restore that portion of the damaged or destroyed Premises with such changes, alterations and modifications as the Lessor and Lessee deem appropriate; provided, however, that the obligation to pay for such repair, rebuilding or restoration shall be governed by Sections 9.1.4 and 9.2 of this Lease; 9.1.3. No Termination. This Lease shall not be terminated by either party in the event of Insubstantial Damage to the Premises or any portion thereof; and 9.1.4 Payment of Costs. The costs of repairing Insubstantial Damage or otherwise replacing or rebuilding the Premises will be paid by the coverage for said damage as required by Section 6, unless the Parties otherwise agree in writing. Notwithstanding the foregoing provisions of this Section 9.1, subject to the provisions of Section 6.4 to the extent such damage or destruction is due to any fault, error or omission by a party to this Lease or is due to any breach of this Lease or to the extent such damage is not covered by insurance as required pursuant to Section 6 of this Lease due to a breach of this Lease, the party committing such fault, error, omission or breach shall pay the amount by which the cost of repairs exceeds available insurance proceeds or the entire amount in the event the loss is to be paid by “self-insurance”. 9.2 Substantial Damage. The term “Substantial Damage” shall mean any damage or destruction to any part of the Premises, other than Lessee Alterations, that would materially and adversely impact the Lessee’s intended use of the Premises as a whole and cannot be reasonably repaired in three (3) months or less from the date of the damage or destruction and/or the cost Lease No. L-7449 C 50-14-054-M-00 thereof exceeds a sum equal to six (6) months Base Rent. Lessor shall notify Lessee in writing within thirty (30) days from the date of the damage or destruction as to whether the damage is Insubstantial Damage or Substantial Damage. In the event of Substantial Damage to the Premises, Lessee or Lessor may terminate this Lease in writing within thirty (30) days following receipt by the Lessee of the Lessor’s notice stating the damage was Substantial Damage. If the Lease is not terminated and Lessor restores the Premises to the former condition, Lessee shall re- enter said Premises following such restoration. Monthly rent shall be abated, as provided in Section 9.2.2 for the period during which Lessee was unable to occupy the Premises, and credited to the amount otherwise due by Lessee. Prepaid rent that has not otherwise been applied, shall be refunded to Lessee in the event the Lease is terminated pursuant to the provisions of this Section. 9.2.1 Payment of Costs. The costs of repairing Substantial Damage or otherwise replacing or rebuilding the Premises will be paid by the coverage for said damage as required by Section 6, unless the Parties otherwise agree in writing. Notwithstanding the foregoing provisions of this Section 9.2.1, subject to the provisions of Section 6.4, to the extent such damage or destruction is due to any fault, errors or omission by a party to this Lease or is due to any breach of this Lease or to the extent such damage is not covered by insurance as required pursuant to Section 6 of this Lease due to a breach of this Lease, the party committing such fault, error, omission or breach shall pay the amount by which the cost of repairs exceeds available insurance proceeds or the entire amount in the event the loss is to be paid by “self-insurance”. 9.2.2 Abatement. In the event of Substantial Damage for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided in this Lease. 93 Condemnation. If at any time during the Term of the Lease more than thirty percent (30%) of the Premises or Common Areas is permanently taken for any public or quasi-public purpose by condemnation or eminent domain or by agreement in lieu thereof (a “Taking”) then this Lease shall terminate as to the part of the Premises taken as of the date the condemning authority takes title or possession, whichever first occurs and (ii) Lessor or Lessee shall have the right, at their respective options, within one hundred twenty (120) days after the Taking, to terminate this Lease as to the balance of the Premises, if any, in which event the Parties shall be released from all future liability hereunder; provided, however, that no party shall be released from any liability hereunder that has accrued on or before such termination. In the case of a partial Taking, the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by the Taking. Condemnation awards and/or payments for the leasehold interest associated with the Lease shall be the property of Lessee. Additionally, Lessee shall be entitled to any compensation paid by the condemnor for Lessee’s relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Section. All Alterations made to the Premises by Lessee, for purposes of Taking only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Taking, Lessor shall repair any damage to the Premises caused by such Condemnation. 10 Lease No. L-7449 C 50-14-054-M-00 Section 10 ASSIGNMENT. 10.1. Assignment. Lessee shall not assign transfer, mortgage or encumber this Lease (collectively an “assign” or “assignment”), or sublet all or any part of the Premises without the prior written consent of Lessor, which consent shall not unreasonably be withheld. All assignments and subleases shall be made subject to the following: 10.1.1 Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. 10.1.2 In the event of any Lessee Event of Default, Lessor may proceed directly against Lessee or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. 10.1.3 Any excess rent paid by an assignee or subtenant in excess of the Rent due hereunder and any other consideration paid by an assignee or sublessee shall be shared equally between Lessor and Lessee. 10.1.4 Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor’s considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. Subject to the foregoing, this Lease shall be binding upon the Parties hereto and their respective heirs, successors and assignees. Section 11. ENTRY 11.1 Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of inspecting the Premises, showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee’s use of the Premises. All such activities shall be without abatement of Rent. Section 12. PARKING 12.1 Parking. Lessee shall have the right to use, free of charge during the Initial Term only, five (5) unreserved parking spaces at the Project with close proximity to the Premises. Lessee shall receive up to 5 activated parking area access cards (“Parking Cards”) free of charge, with the number of such Parking Cards being specified by Lessee to Lessor from time to time during the Initial Term. Lessee shall reimburse Lessor for the cost of any additional Parking Cards issued 1] Lease No. L-7449 C 50-14-054-M-00 in excess of 5 Parking Cards and for any replacement Parking Cards, with the cost charged being Lessor’s actual cost for such Parking Cards. During any month of the Initial Term when Lessee has received less than 5 activated Parking Cards, Lessee shall receive a credit, usable during such month only, for the value of the number of unassigned Parking Cards less than 5. The value of the unassigned Parking Cards shall be based on the then current monthly rate of Lessor for a monthly Parking Card. The credit shall be applied to payment of amounts payable by Lessee to Lessor for visitor parking charges otherwise payable by Lessee to Lessor during the applicable month. Visitor parking charges shall be based on Lessor’s then current visitor parking rates. The amount of the monthly credit will not accrue and will be forfeited if it is not fully used by Lessee for payment of visitor parking charges payable by Lessee during the applicable month. Use of the parking spaces shall be subject to the Parking Rules and Regulations attached hereto as Exhibit “G” and as established by Lessor from time to time. Lessee, at no additional cost or fee to Lessee, shall have the right to use one (1) of Lessee’s five (5) unreserved parking spaces at the Project on a 24-hour, 7 days a week basis. During the Renewal Term, if Lessor shall demolish or remodel any or all of the parking area, Lessor shall apply its best efforts to assist Lessee in locating temporary parking until the construction of the new parking area is complete. If, despite Lessor’s best efforts, Lessor is unable to find replacement parking for Lessee that is reasonably equivalent and in a location reasonably close to the Building, Lessor’s obligations to provide parking for Lessee as stated herein shall terminate during construction of the new parking area, which termination shall otherwise have no impact on the Term of the Lease. Notwithstanding anything contained herein to the contrary, nothing herein shall create in Lessor any liability for additional costs or fees associated with Lessee’s loss of use of the parking area as described herein during the Renewal Term. Following construction of a new parking area during the Renewal Term, Lessee shall have the right to use up to 5 unreserved parking spaces provided that Lessee shall pay Lessor the prevailing rates of Lessor for use of such parking spaces during the Renewal Term. Section 13 BROKERS 13.1. Brokers. Lessor hereby represents and warrants to Lessee that it has not retained or dealt with any broker with respect to this transaction. Lessee hereby represents and warrants to Lessor that it has not retained or dealt with any broker with respect to this transaction. Lessor and Lessee each agree to indemnify, protect and hold the other harmless for, from and against any costs, losses, damages and expenses, including attorneys’ fees, costs and expenses reasonably incurred with respect thereto, incurred by the other which arise directly or indirectly out of the breach of such representation and warranty by the indemnifying party Section 14 NOTICE 14.1 Notice Addresses. All notices herein required to be given to Lessor in writing and all rent payments herein required, shall be sent to Lessor at: HHLuhrs, LLC Attn: Rajan Hansji 631 West Katella Avenue, Fifth Floor Anaheim, CA 92802 Facsimile No: (714) 399 0181 E-mail: RajanH@hansji.com 12 Lease No. L-7449 C 50-14-054-M-00 and, copies of notices other than Rent payment transmittals shall be sent to: Snell & Wilmer L.L.C. One Arizona Center Phoenix, AZ 85004-2202 Attention: Joyce Kline Wright, Esq. Facsimile No: (602) 382-6070 E-mail: jkwright@swlaw.com Notices to Lessee shall be sent to: Maricopa County Department of Finance Real Estate Manager 301 W. Jefferson, Suite 960 Phoenix, AZ 85003 All Rent requests, herein required to be given to Lessee, shall be sent to: Maricopa County Sherriff’s Office Attention: LeeAnn Bohn 550 West Jackson Phoenix, Arizona 85003 14.2 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, and shall be deemed sufficiently given if served in a manner specified in this Section 14. The addresses specified in Section 14.1 shall be that Party’s address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such Party or Parties at such addresses as Lessor may from time to time hereafter designate in writing. 14.3. Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. 14.4 Notice of Sale. If the Premises is sold during the term of the Lease, Lessor shall be required to notify Lessee in writing, via certified mail, within thirty (30) days of the transfer date. The term “Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Section 15 INDEMNIFICATION 13 Lease No. L-7449 C 50-14-054-M-00 15.1 Lessee’s Indemnity. Except for Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master or ground lessor, partners, members and Lenders for, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities (hereinafter collectively referred to as “Claims”) arising out of, involving, or in connection with, the use and/or occupancy of the Premises and Common Areas by Lessee and Lessee’s officers, officials, agents, employees, contractors, invitees, customers and volunteers. If any action or proceeding is brought against Lessor by reason of any of the foregoing Claims, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 15.2. Lessor’s Indemnity. Lessor agrees to indemnify, protect, defend and hold harmless Lessee for, from and against any and all claims, damages, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities (hereinafter collectively referred to as “Allegations” arising out of, or in connection with the Project, but only to the extent that such Allegations are caused by the gross negligence or willful misconduct of Lessor, its officers, officials, agents, employees or contractors. If any action or proceeding is brought against Lessee by reason of any of the foregoing Allegations, Lessor shall upon notice defend the same at Lessor’s expense by counsel reasonably satisfactory to Lessee and Lessee shall cooperate with Lessor in such defense. Lessee shall not have first paid any such Allegation in order to be defended and indemnified. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) damage to the Lessee Alterations and personal property or goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building or Project, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee’s business or for any loss of income or profit therefrom. Section 16. TERMINATION 16.1 Conflicts. This Lease is subject to A.R.S. §38-511 and may be canceled by Lessee pursuant thereto without any penalty or liability to Lessor. 16.2 Non-Appropriation of Funds. This Lease may be terminated by Lessee at the end of any fiscal year due to non-appropriation of funds without any penalty or liability to Lessee. Lessee’s fiscal year ends June 30" (“Lease Fiscal Year”). Lessor and/or any of its employees, agents, officers, directors, members, successors or assigns hereby waives any and all rights to bring any claim against Lessee or its employees, agents, officers, directors, members, successors or assigns from or relating in any way to Lessees’s termination of this Lease pursuant to Sections 16.1 and 16.2. 16.3. For Convenience. Lessee shall have the right, without penalty to Lessee, to terminate the Lease at any time after the 36" month of the Lease Term upon 90-day prior written notice to Lessor. Section 17 DEFAULT; REMEDIES 14 Lease No. L-7449 C 50-14-054-M-00 17.1 Lessee Default. Each of the following shall constitute a material breach of this Lease and an event of default by Lessee (“Lessee Event of Default”) hereunder: 17.1.1 Lessee’s failure to pay any installment of Base Rent or any other dollar amount under this Lease when due, where such failure shall continue for a period of ten (10) business days after Lessee receives written notice thereof from Lessor. 17.1.2 The commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of ten (10) business days following written notice to Lessee. 17.1.3. Lessee assigning or subleasing the Premises or breach of the Approved Use requirement without Lessor’s prior written consent. 17.1.4 Lessee’s failure to observe or perform any of the material covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than as described in Subsection 17.1.1 and 17.1.2, where such failure shall continue for a period of thirty (30) days after Lessee receives written notice thereof from Lessor, or such additional period of time thereafter as Lessor and Lessee may agree in writing and may be reasonably necessary under the circumstances to cure such default, if Lessee commences to cure such default within said thirty (30) day period and thereafter diligently proceeds to cure such default. 17.2. Lessor Remedies. Following a Lessee Event of Default, Lessor may, at its option: 17.2.1 Perform any duty or obligation on Lessee’s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. 17.2.2 Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired Term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee’s breach of this Lease shall not waive Lessor’s right to recover damages for Lessee’s breach. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a 15 Lease No. L-7449 C 50-14-054-M-00 separate suit. Ifa notice and grace period required under Section 17.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Section 17.1. In such case, the applicable grace period required by Section 17.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. 17.2.3 Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s right to possession. 17.2.4 Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state of Arizona. The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the Term hereof. 17.3. Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 5% of each such overdue amount. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s default or breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance. 17.4 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for a nonscheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to nonscheduled payments. The interest (“Interest”) charged shall be computed at the rate of 5% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Section 17.3. 17.5 Lessor Default. Each of the following shall constitute a material breach of this Lease and an event of default by Lessor (“Lessor Event of Default”) hereunder: Lessor’s failure to observe or perform any of the material covenants, conditions or provisions of this Lease to be observed or performed by Lessor, where such failure shall continue for a period of thirty (30) days after Lessor and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, receives written notice thereof from Lessee, or such additional period of time thereafter as Lessor and Lessee may agree in writing and may be reasonably necessary under the circumstances to cure such default, if Lessor commences to cure such default within said thirty (30) day period and thereafter diligently proceeds to cure such default. 16 Lease No. L-7449 C 50-14-054-M-00 17.6 Lessee Remedies. In the event Lessor fails to perform any of its material obligations under this Lease and is in default pursuant to Section 17.5 of this Lease, Lessee may, at its option, terminate this Lease. Further, upon the occurrence of any Lessor Event of Default and at any time thereafter, Lessee may, but shall not be required to, exercise any remedies now or hereafter available to Lessee at law or in equity; provided that Lessee shall not be entitled to recover incidental or punitive damages from Lessor. 17.7 Attorneys’ Fees and Costs. In the event Lessor or Lessee resorts to legal proceedings to enforce any right under this Lease or to obtain relief for any default by the other party, the party prevailing in such proceedings shall be entitled to recover from the defaulting party the costs thereof, including reasonable attorneys’ fees and costs. Section 18 SUBORDINATION AND ATTORNMENT 18.1 Upon written request of Lessor, or any first mortgage or first deed of trust beneficiary of Lessor, or ground lessor of Lessor, Lessee shall execute a Subordination, Nondisturbance and Attornment Agreement in substantially the form attached hereto as Exhibit “D” (a “SNDA”), pursuant to which Lessee will subordinate its rights under the Lease to the lien of any first mortgage or first deed of trust, or to the interest of any lease in which the Lessor is lessee, and to all advances made or hereafter to be made thereunder. The SNDA also provides that as long as Lessee is not in default hereunder and attorns to the record owner of the Premises, this Lease shall remain in effect for the full Term and Lessee’s right to possession and this Lease including the Option shall not be disturbed. The holder of any security interest may, upon written notice to Lessee, elect to have the Lease prior to its security interest regardless of the time of the granting or recording of such security interest. In the event of any foreclosure sale, transfer in lieu of foreclosure or termination of a lease in which Lessor is lessee, Lessee shall attorn to the purchaser or the transferee of Lessor as the case may be, and recognize that party as Lessor under the Lease, provided such party acquires and accepts the Premises subject to the Lease. Section 19 ESTOPPEL CERTIFICATES 19.1 Within thirty (30) days after written request from Lessor, Lessee shall execute and deliver to Lessor or Lessor’s designee, a written statement in the form of Exhibit “H” (the “Estoppel Certificate”) which is attached hereto and made a part hereof certifying: (a) that the Lease is unmodified and in full force and effect, or is in full force and effect as modified and stating the modifications; (b) the amount of Base Rent and the date to which the base rent and additional rent have been paid in advance; (c) the amount of any security deposited with Lessor; and (d) that Lessor is not in default hereunder or if Lessee is claiming Lessor to be in default, stating the nature of any claim default. Any such statement may be relied upon by a purchaser, assignee, or lender. Section 20 GENERAL 20.1 Lessor. The term “Lessor” as used herein includes the singular as well as the plural, the masculine and feminine as well as the neuter. 20.2 Time is of the Essence. Time is of the essence of this Lease. If the date for performance of any obligation hereunder or the last day of any time period provided herein shall fall on a Saturday, Sunday or legal holiday of the State of Arizona, then said date for performance or time period shall expire on the first day thereafter which is not a Saturday, Sunday or a legal holiday. 17 Lease No. L-7449 C 50-14-054-M-00 Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and refer to calendar days. 20.3. No Partnership or Joint Venture. Nothing contained in this Lease shall create any partnership, joint venture or other arrangement between Lessor and Lessee. Except and expressly provided herein, no term or provision of this Lease is intended or shall be for the benefit of any person or entity not a party hereto, and no such other person or entity shall have any right or cause of action hereunder. 20.4 Venue; Governing Law. The proper venue for any proceeding at law or in equity or under the provisions for arbitration shall be Maricopa County, Arizona and the Lessor and Lessee hereby waive any right to object to venue. This Lease shall be construed in accordance with and be governed by the laws of the State of Arizona. 20.5 Entire Agreement. This Lease, together with any exhibits attached hereto and any agreements executed contemporaneously herewith, constitutes the entire agreement between the Parties and sets forth all of the covenants, promises, agreements, conditions and understandings between Lessor and Lessee, and there are no covenants promises, agreements, conditions or understandings, either oral or written, between Lessor and Lessee other than as set forth herein. This Lease shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the party drafting this Lease. This Lease cannot be modified or changed except by a written instrument executed by Lessor and Lessee. Lessor and Lessee have reviewed this Lease and have had the opportunity to have it reviewed by legal counsel. 20.6 Waiver. Waiver of any breach of any term, conditions or covenant herein contained shall not be deemed to be a waiver of any other term, condition or covenant herein, or of a subsequent breach of any term, covenant or condition herein. Lessor’s consent to, or approval of, any subsequent or similar act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, to be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. 20.7 Quiet Enjoyment. Subject to payment of the Rent and all other amounts payable by Lessee as provided herein and upon complying with all of its other obligations hereunder, Lessor covenants that Lessee shall lawfully and quietly hold, occupy and enjoy the Premises during the Rental Period without hindrance or molestation by Lessor or by anyone lawfully claiming by, through or under Lessor, subject, however, to the terms and conditions of this Lease. 20.8 Authority to Execute. Any individual executing this Lease on behalf of or as representative for a corporation or other person, firm, partnership or entity represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf of said corporation, person, firm, partnership or other entity and that this Lease is binding on said entity in accordance with its terms. 20.9 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 20.10 No Recording. Neither Lessor nor Lessee shall record this Lease or a memorandum of this Lease. 18 Lease No. L-7449 C 50-14-054-M-00 20.11 Headings. Sections and other headings contained in this Lease are for reference purposes only and shall not affect in any way the meaning or interpretation of this Lease. 20.12 Cooperation. Lessor and Lessee agree to execute and/or deliver to each other such other instruments and documents as may be reasonably necessary to fulfill the covenants and obligations to be performed by Lessor and/or Lessee pursuant to this Lease. 20.13 Counterparts. This Lease may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Faxed and copied signatures are acceptable as original signatures. 20.14 Not Binding Until Signed. Submission of this instrument for examination shall not bind Lessor in any manner, and no lease or obligation on Lessor shall arise until this Lease is executed and delivered by both Lessor and Lessee. 20.15 Delegation of Authority. Since this Lease will require administrative action, including execution of documents, from time to time to carry out the spirit and intent of the Lease, both, acting individually, the Chief Financial Officer for Maricopa County and the Real Estate Manager for Maricopa County, acting individually, are hereby given the authority and charged with the responsibility for proper administration of this Lease, whether or not specific authority is granted in any provision of this Lease. 20.16 Lessor’s Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessor may also: change the name, address or title of the Building or Project upon at least 90 days prior written notice; provide and install, at Lessee’s expense, Building standard graphics on the door of the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate; grant to any lessee the exclusive right to conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and to place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building or the Project or on signs in the Common Areas. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. The obstruction of Lessee’s view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor or third parties, shall in no way affect this Lease or impose any liability upon Lessor. 20.17 Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to the Project, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor’s partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. Signatures appear on following pages. 19 Lease No. L-7449 C 50-14-054-M-00 IN WITNESS WHEREOF, the Parties have signed this LEASE as of Drlwarr 26, 2014. LESSOR: LESSEE: HHLuhrs, LLC MARICOPA COUNTY - oe __ NN) kh br Name: Rajan Hansji Chairman of the RSE 10 Its: Manager Date: 2014 Date: > } Ty \q ATTEST: \ Title: Clerk of the Board bate FEB 26 204 CAE Cok ah STATE OF ARIZONA ) QRANEL ) ss. COUNTY OF MARICOPA ) . gtr The foregoing instrument was acknowledged before me this _/ day of MMDEC , 2014, by Rajan Hansji, Manager of HHLuhrs, LLC., an Arizona limited liability company, on behalf of the limited liability company My Commission Expires__« 0 —Z 4- (4 LD LA Notary Public (signature) APPROVED AS TO FORM: By: Libis egy Name: _/0%6 y PREG lv Cy Title: Attorney for the Gounty Date: 2-24 20