MCSO_4000_N_CENTRAL_LEASE_07.14.23.PDF

Lease No. L-7517 
 
 
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LEASE AGREEMENT 
 
This Lease Agreement, hereinafter referred to as “Agreement”, is made and entered into by and between IP 
BPG CITY SQUARE, LLC, a Delaware limited liability company, hereinafter referred to as “Lessor”, and 
Maricopa County, a political subdivision of the State of Arizona, hereinafter referred to as “Lessee”. The 
Lessor and Lessee are collectively referred to herein as the “Parties”, or individually as a “Party”. 
 
 
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, receipt and 
sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows: 
 
 
Section 1.  PREMISES. 
 
1.1 Leased Premises.  Lessor owns certain real property improvements located at 4000 N. Central 
Avenue, Phoenix Arizona (“Building”) within a larger development known as City Square which 
is also identified as Maricopa County Assessor Parcel Number 118-31-009 (“Property”), both the 
Building and the Property are depicted on Exhibit “A”, which is attached hereto and made a part 
hereof.   Lessor hereby leases to Lessee as follows:  
 
1.1.1 
Effective as of the date of full execution of this Agreement, Lessor leases to Lessee and 
Lessee leases from Lessor floors sixteen (16) (14,466 RSF) and seventeen (17) (13,340 
RSF) in the Building (27,806) rentable square feet (“RSF”) (collectively the "Premises") 
as depicted on Exhibit B, attached hereto and made a part hereof; and 
 
1.2 Use of Premises. Lessee shall have exclusive use of the Premises for general office and storage 
space purposes and any other legally permitted uses consistent with the character of similar office 
buildings in metropolitan Phoenix, Arizona.  Lessee shall have access to the Premises twenty-four 
(24) hours per day, seven (7) days per week (recognized holidays excepted).  Lessee is hereby 
granted a non-exclusive right to use in common with Lessor, other tenants and occupants, and other 
parties authorized by Lessor, their respective employees, agents, contractors, customers and 
invitees, such parking areas, sidewalks, hallways, and other common areas and facilities as Lessor 
shall from time to time designate for common use (“Common Areas”). 
 
1.3 Conference Room Facilities. Lessee shall have access to the on-site conference room facilities. 
Lessee shall have up to ten (10) hours per month no charge, non-cumulative for use of the 
conference room facilities. Lessee’s charge after ten (10) hours is twenty-five dollars ($25.00) per 
hour with a four (4) hour minimum. 
 
1.4 Fitness Center. Lessor will provide Lessee and its employees with access to the fitness center at 
no charge. 
 
1.5 Amenities.  Amenities include Hilton Garden Inn, Fitness Center, Day Care, Conference Room 
Facilities, Food Service/Restaurants, Sundries Shop, On-Site Owner and Property Management 
Team, Bank, and two (2) live Security Guards on-site at the Property twenty-four (24) hours per 
day seven (7) days per week.   
 
1.6 Parking.  At no cost to Lessee, Lessee shall receive a parking ratio of five (5) parking spaces per 
one thousand (1,000) RSF (135 parking spaces) and at least one (1) per thousand (1,000) RSF (27 
parking spaces) covered/ reserved parking spaces. Lessee shall receive a visitor validation credit of 
seven thousand five hundred dollars ($7,500) per year, non-cumulative, to offset visitor parking 
charges. 
 
1.7 Signage.  Lessor shall provide Lessee with Building-standard directory, lobby, suite, and 
monument signage at Lessor’s sole cost (including removal at end of term). 
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Lease No. L-7517 
 
 
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1.8 Tenant Improvements.  Lessor, at its sole cost and expense, shall be responsible for all hard and 
soft construction costs including but not limited to space planning, design, test fit, architectural, 
engineering, permitting, procurement, construction and project management to deliver to the 
Lessee a turn-key space and Substantially Complete all Tenant Improvements no later than May 1, 
2024 t, as set forth in Section 1.8.7  of this Agreement, to include the demolition and improvements 
described and depicted on Exhibit “D”, which consists of the Scope of Work and Construction Plan 
attached hereto and made a part hereof (“Tenant Improvements”).  If Lessor fails to Substantially 
Complete all the Tenant Improvements within the timeline set forth above, Lessor shall be in 
default and Lessee shall be entitled to the remedies set forth in Section 13.4 of this Agreement.    
 
1.8.1 
As Lessor is not a licensed contractor, Lessor shall retain an appropriately licensed 
contractor (the “Contractor”) to complete the Tenant Improvements.  Lessor shall pay the 
Contractor directly for the Tenant Improvements and administer said contract in 
accordance with Lessor’s standard procedures and prudent project management.  
1.8.2 
Lessor, at its sole cost and expense, shall, if required, produce construction plans for the 
Tenant Improvements, submit the plans to all required permitting agencies with jurisdiction 
and obtain all required permits and approvals for construction of the Tenant Improvements.  
Lessor shall be solely responsible for identifying all required permits and approvals. 
 
1.8.3 
All Tenant Improvements and construction shall be performed in a good and workmanlike 
manner in full compliance with all applicable federal, state and local rules, regulations, 
codes and ordinances including, but not limited to, health, building, zoning, fire and safety 
codes, all applicable environmental statutes, regulations and ordinances, the Americans 
with Disabilities Act of 1990, A.R.S. §§ 9-499.02, 41-1492 through 41-1492.11, the 
Architectural Barriers Act of 1968, and the Uniform Federal Accessibility Act of 1983. 
Lessor shall also ensure that all activities (operations and/or construction) are in 
compliance with all applicable federal, state and local air quality and environmental laws, 
regulations or policies. 
 
1.8.4 
All construction materials shall be new and shall be subject to industry standard warranties.  
Upon completion of the Tenant Improvements, Lessor shall obtain final building 
inspections and approvals if required and a certification from the architect that all such 
work was constructed in substantial conformity with the applicable plans and specifications 
if required. Notwithstanding the foregoing, Lessor shall undertake to remedy, at no expense 
to Lessee, those building code violations or other violations of applicable law (if any) 
resulting from Lessor’s failure to initially construct the Tenant Improvements in 
accordance with applicable building codes and other applicable laws in effect at the time 
of permit issuance, of which violations Lessor receives a written violation notice from 
Lessee or any governmental authority. 
 
1.8.5 
Prior to the commencement of the Tenant Improvements, Lessor shall ensure Contractor 
has purchased, and maintains throughout construction, all standard insurance coverage at 
levels standard in the industry from a company or companies duly licensed by the State of 
Arizona and require any subcontractors to maintain equivalent insurance based in their 
trade and participation in the work. 
 
1.8.6 
NOTICE IS HEREBY PROVIDED that the staff of Maricopa County’s Sheriff’s Office 
and/or Real Estate Departments do not have the authority to perform technical review or 
approval of any plans or work performed to construct the Tenant Improvements. Lessor 
also acknowledges that the staff of Maricopa County’s Sheriff’s Office and/or Real Estate 
Departments do not have the authority or ability to issue permits or licenses that may be 
required to be obtained pursuant to this Agreement or other permitting or licensing agency 
requirements, and the determination of whether Lessor is in compliance with the permitting 
and licensing requirements lies with the respective permitting or licensing agency.  The 
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Lease No. L-7517 
 
 
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execution of this Agreement shall not be considered approval of any permit or license by 
Maricopa County. 
 
1.8.7 
The term “Substantially Completed” or “Substantial Completion” or any grammatical 
variation thereof, when used in this Agreement, shall mean that the Tenant Improvements 
have been completed other than Punch List Items (as defined below), a certificate of 
occupancy (or equivalent) regarding the Premises has been granted to Lessor from the 
requisite agency and such certificate of occupancy (or equivalent) has been delivered by 
Lessor to Lessee, and notice delivered to Lessee that the Tenant Improvements are 
Substantially Completed. 
 
1.8.8 
Within thirty (30) business days after notice of Substantial Completion of the Tenant 
Improvements, or a portion thereof, Lessee shall supply to Lessor a written list of items 
that constitute minor defects or adjustments which can be completed after Substantial 
Completion of the Tenant Improvements without causing any material interference with 
Lessee’s use of the Premises (the “Punch List Items”), setting forth all corrective work to 
the Tenant Improvements which Lessee reasonably believes is/are required to be 
performed.  Lessor shall perform all such corrective work to the extent necessary and 
complete the Punch List Items within thirty (30) calendar days from receipt of the written 
list.  If Lessee does not provide written Punch List Items within such thirty (30) business 
day period, Lessee shall be deemed to have accepted the Tenant Improvements in their 
entirety. 
 
1.8.9 
Lessee 
hereby 
designates 
Seth 
Bouman, 
who 
can 
be 
reached 
at 
Seth.Bouman@Maricopa.Gov, or by phone at 602-372-0563, as its representative and 
agent for the purpose of receiving notices, reviewing submittals and issuing requests for 
changes to the proposed Tenant Improvements and for Lessee review of the  Tenant 
Improvements but for no purpose other than those purposes related to Tenant 
Improvements. Lessor hereby designates Barker Pacific Group, Inc., who can be reached 
at mhandin@barkerpacific.com or by phone at  213-624-1811, as its representative and 
agent for the purpose of receiving notices, reviewing submittals and requests for changes 
to the proposed Tenant Improvements. 
 
1.9 Moving Allowance. Lessor shall provide two dollars ($2.00) per RSF ($55,612) towards Lessee’s 
moving costs (the “Moving Allowance”), which Moving Allowance shall be paid to Lessee within 
thirty (30) days following Lessee’s submission of invoices for moving costs. 
 
Section 2.  RECITALS, TERM AND TERMINATION OF AGREEMENT. 
 
2.1 Recitals. The Recitals, by this reference, are hereby incorporated into this Agreement.   
 
2.2 Term/ Commencement Date. The initial term of this Agreement shall begin upon Lessee 
receiving notice of Substantial Completion of Tenant Improvements (“Commencement Date”). and 
shall continue for ninety (90) months (“Term”), unless terminated earlier as provided for herein. 
The Commencement Date shall be confirmed in writing by the Parties by execution of Exhibit “G”, 
attached hereto and incorporated herein (“Commencement Date Confirmation”). 
 
2.3 Option to Renew.  Upon mutual written agreement, the Term of this Agreement may be extended 
for two (2) additional terms of five (5) years each (each a “Renewal Term”).  To exercise a Renewal 
Term, Lessee shall give Lessor written notice of its intent to renew at least ninety (90) days prior 
written notice to the expiration of the then current Agreement Term or Renewal Term, as the case 
may be.  In the event Lessor does not object to Lessee’s notice to renew within ten (10) days of 
receipt of said Notice, the term shall be deemed renewed pursuant to this paragraph 2.3. During the 
Renewal Term(s), the terms, provisions and conditions contained within this Agreement shall 
remain in full force and effect.   
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Lease No. L-7517 
 
 
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2.4 Hold Over.  In the event of expiration of the Agreement without renewal, Lessor hereby grants to 
Lessee the right of continued occupancy of the Premises as “hold over tenant” on a “month to 
month” basis for up to six (6) months at the lease rate in effect for the last month of the current 
term of the Agreement pursuant to the terms, provisions and conditions of this Agreement. Any 
holdover after this six-month period shall be at one hundred and twenty five percent (125%) of the 
last month’s rent.  
 
2.5 Right of First Offer.  During the Term or any extensions thereof, Lessee shall have the right of 
first offer (“Right of First Offer”) to lease all contiguous floors (or spaces if partial floor) in the 
Building.  Lessor shall notify Lessee in writing of its interest in leasing contiguous floors/spaces 
(“First Offer Notice”).  Lessor is not, however, under any obligation to lease. Lessee’s Right of 
First Offer is personal to Lessee and cannot be assigned or exercised by anyone other than Lessee 
and only while Lessee is in full possession of the Premises.  Right of First Offer is not available to 
Lessee if Lessee is then in default under the Agreement.  If Lessee wishes to exercise Lessee's 
Right” of First Offer, then within fifteen (15) days of delivery of the First Offer Notice to Lessee, 
Lessee shall deliver written notice to Lessor of Lessee’s intention to submit an offer to lease. Within 
ninety (90) days after delivery of the First Offer Notice, Lessee shall submit to Lessor an offer to 
lease contiguous floors/spaces or purchase the Building ("Offer").  If Lessee does not deliver to 
Lessor its Offer with respect to the Building within the specified delivery period, time being of the 
essence, then Lessee's Right of First Offer shall terminate. If Lessee shall fail to give a timely notice 
of its intention to submit a purchase offer or fails to submit a timely purchase offer, time being of 
the essence, the Right of First Offer shall be void and of no further force or effect. 
 
Section 3.  CONSIDERATION. 
 
3.1 Rent.  Within thirty (30) days of receipt of invoice, in consideration for the use of the Premises, 
Lessee agrees to pay as full-service gross rent, in equal monthly installments, the sums as follow 
effective as of Commencement Date: 
 
 
 
The above rates include all operating expenses. Lessee shall not be subject to any additional expense pass-
through during the Term of this Agreement. 
 
3.2 Operating Expenses.  All operating expenses provided to the Building, Premises, and Common 
Areas, including but not limited to, property management, security, insurance, property taxes, 
electricity, gas, water, sewer and trash removal, janitorial services (Building-standard janitorial) 
and other Building maintenance services, are the sole responsibility of Lessor and are included in 
the full-service rent set forth above.  
 
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3.3 Security Deposits.   No security deposit is required.  
 
Section 4.  INSURANCE. Lessee represents and Lessor acknowledges that Lessee is self-insured. A letter 
of self-insurance shall be provided to Lessor upon request.  
 
Lessor shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable to 
Lessor, and to any Lender insuring loss or damage to the Building, its common areas including the 
adjoining parking areas.  The amount of such insurance shall be equal to the full insurable replacement 
cost of the Building, the common areas, including the parking areas, 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.  
Section 5.  MAINTENANCE/UTILITIES. 
 
5.1 Phone and Internet.  Lessee shall be responsible for the payment of its use of the following 
services: phone, internet services (to include internet and phone wiring) and security systems for 
the Premises.   
 
5.2 Operating Hours.  Normal operating hours of the Building are 7:00 AM – 6:00 PM, Monday – 
Friday, and 8:00 AM – 1:00 PM on Saturday (“Normal Business Hours”).  If Lessee desires HVAC 
services outside Normal Business Hours (“After Hours Usage”), Lessee shall not be charged After 
Hours Usage.  Lessee shall provide advance notice to the Lessor of the proposed need.   
 
5.3 Maintenance.  Lessor warrants as of the date of full execution of this Agreement that the existing 
electrical, plumbing, fire sprinkler, lighting, HVAC (heating, ventilation, and air-conditioning), 
leading doors sump pumps, if any, and all other such structural and mechanical elements in the 
Premises and Building shall be in good operating condition and that the structural elements of 
the roof, bearing walls and foundation of the Building and the Premises shall be free of material 
defects.  Lessor agrees to provide all necessary maintenance services to the Building, Premises and 
Common Areas and all necessary maintenance services to the structural and mechanical elements 
of the Premises and Premises restrooms throughout the Term of this Agreement or any extensions 
thereof.  Lessor shall maintain the structure of the Building and Premises in good repair, maintain 
in good condition, replace when necessary and shall correct any hazardous conditions existing as 
the result of any structural defect or unsoundness and any unsafe condition. Except with respect to 
Lessor's obligations with respect to the Premises set forth above, Lessee shall maintain and keep 
the Premises in good repair and in good condition. The term “structure” as used herein, includes 
walls, roofs, floors (excluding flooring within the Premises), foundations, stairways and exterior 
walls and sidewalks.  Lessor shall also keep all utility systems serving the Building and Premises, 
as well as keep all Building and Premises mechanical, plumbing, electrical, HVAC systems 
operating and in a state of good repair (excluding any supplemental cooling systems installed by 
Lessee, which shall be Lessee's responsibility).  All damage caused by Lessee, its employees, 
contractors and invitees shall be repaired at Lessee’s sole cost.  Lessor shall further keep the exterior 
grounds and all Common Areas clean and free from trash and other rubbish.  Lessor will keep all 
elevators (including freight) in good working order with regular maintenance and capital upgrades 
as needed.  If at any time during the Term fifty percent (50%) of the elevators (including freight) 
are out of service greater than twenty-one (21) consecutive days then Lessee shall receive one (1) 
day of free rent for each one (1) day past the twenty-first (21st) day the elevators (including freight) 
are not greater than 50% operational.  Lessor will perform and bear all the costs of all necessary 
capital repairs and capital replacements, including but not limited to: the base Building, parking 
areas, and major Building systems (including, without limitation, those costs required for 
compliance with laws).  
 
Section 6.  RETURN OF PREMISES.  At the expiration or termination of the Agreement, Lessee will 
leave the Premises in a good and clean condition, normal wear and tear excepted.  Lessee may, in its sole 
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Lease No. L-7517 
 
 
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discretion, abandon any improvements made by or behalf of Lessee or remove said improvements and 
restore the Premises to its original condition, normal wear and tear excepted.   
 
Section 7.  ASSIGNMENT.  Lessee will not assign this Agreement or sublet the Premises without the prior 
written consent of Lessor, which consent shall not unreasonably be withheld.  Lessee shall have the right 
to sublease or license a portion of the Premises to its program partners and like agencies without Lessor 
consent. This Agreement shall be binding upon the Parties hereto and their respective heirs, successors and 
assigns. 
 
Section 8.  ENTRY.  Lessor shall have the right, but not the obligation, to inspect the Premises at reasonable 
times after reasonable notice to Lessee. In the event of an emergency that may, in the Lessor’s reasonable 
discretion, endanger the life or safety of the Building and/or its occupants, Lessor shall also have the right 
of entry without prior notice, provided, however that Lessor shall simultaneously notify Lessee of its entry. 
 
Section 9.  NOTICE. Notices, waiver or other communication under this Agreement shall be effective if 
in writing and personally served, or sent by certified mail, return receipt requested, with postage prepaid or 
by commercial express delivery service providing receipted delivery.  All such notices shall be addressed 
to the Parties at the addresses noted below.  If personally served, or sent via commercial delivery service, 
any such notice shall be deemed given at the time of such service or, if by mail, two (2) calendar days 
following the depositing of the same in a post office box regularly maintained by the United States Postal 
Service. Either Party may designate in writing a different address for notice purposes pursuant to this 
Section. 
 
Lessor:  
 
 
 
 
 
IP BPG CITY SQUARE, LLC 
 
 
 
Attn: Mark Handin 
 
 
 
626 Wilshire Blvd, Suite 200 
 
 
 
Los Angeles, CA 90017 
 
With a copy to:  
 
 
 
 
 
 Lessee: 
 
Maricopa County Real Estate Department 
Attn: Director 
2801 W. Durango Street 
Phoenix, Arizona 85009 
 
With a copy to:  
Maricopa County Sheriff Office 
Attn: Chief Financial Officer 
550 W. Jackson 
5th Floor 
Phoenix, AZ 85003 
 
Invoices to Lessee shall be in writing and sent via mail or email as follows: 
 
 
 
mcso_accounts_payable@mcso.maricopa.gov 
 
Section 10. NOTICE OF SALE.  If the Building is sold during the Term or any Renewal Term of the 
Agreement, Lessor shall notify Lessee in writing, via certified mail, within thirty (30) days of the transfer 
date. 
 
Section 11.  INDEMNIFICATION.  Each Party (as “indemnitor”) agrees to indemnify, defend and hold 
harmless the other Party (as “indemnitee”) from and against any and all claims, losses, liability, costs or 
expenses (including reasonable attorneys’ fees) (hereinafter collectively referred to as “claims”) arising out 
of bodily injury of any person (including death) or property damage, but only to the extent that such claims 
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are caused by the willful misconduct or gross negligence of the indemnitor, its officers, officials, agents, 
employees, or volunteers. 
 
Section 12.  TERMINATION. 
 
12.1 
Conflicts.  This Agreement is subject to A.R.S. § 38-511 and may be canceled by Lessee 
pursuant thereto without any penalty or liability to Lessee.  
 
12.2 
Non-Appropriation of Funds.  This Agreement may be terminated by Lessee at the end 
of any fiscal year due to non-appropriation of funds. County’s fiscal year ends June 30th. State and 
Federal fiscal year ends September 30th.  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 County or its employees, agents, officers, directors, members, successors or assigns from 
or relating in any way to County’s termination of this Agreement pursuant to these Sections 12.1 
and 12.2 
 
Section 13. 
DEFAULT; REMEDIES. 
 
13.1 
Lessee Default.  Each of the following shall constitute a material breach of this Agreement 
and an event of default by Lessee (“County Event of Default”) hereunder: 
 
(a) Lessee’s failure to pay consideration or any other dollar amount under this Agreement 
when due, where such failure shall continue for a period of ten (10) business days after 
Lessee receives written notice thereof from Lessor. 
 
(b) Lessee assigning the Premises without Lessor’s prior written consent. 
 
(c) Lessee’s failure to observe or perform any of the material covenants, conditions or 
provisions of this Agreement to be observed or performed by Lessee, other than as 
described in Subsection 13.1(a),  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. 
 
13.2 
Lessor Remedies.  Upon the occurrence of any County Event of Default, Lessor may, at 
its option, terminate this Agreement without penalty at any time prior to the curing of such County 
Event of Default by delivering to Lessee written notice of termination of this Agreement prior to 
Lessee's curing such County Event of Default.  Further, upon any occurrence of any County Event 
of Default and at any time thereafter, Lessor may, but shall not be required to, exercise any remedies 
now or hereafter available to Lessor at law or in equity. 
 
13.3 
 Lessor Default.  Each of the following shall constitute a material breach of this Agreement 
and an event of default by Lessor (“Lessor Event of Default”) hereunder: 
 
(a) Lessor’s failure to Substantially Complete the Tenant Improvements by no later than May 1, 
2024, except for Punch List Items.  
 
(b) Lessor’s failure to observe or perform any of the material covenants, conditions or provisions 
of this Agreement to be observed or performed by Lessor,  other than as described in Subsection 
13.3(a), where such failure shall continue for a period of thirty (30) days after Lessor receives 
written notice thereof from Lessee or such additional period of time thereafter as Lessor and 
Lessee may agree in writing and may be reasonably necessary under the circumstances to cure 
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such default if Lessor commences to cure such default within said thirty (30) day period and 
thereafter diligently proceeds to cure such default. 
 
13.4  
Lessee Remedies.  In the event Lessor fails to perform any of its material obligations under 
this Agreement (beyond the expiration of all applicable notice and cure periods) and is in default 
pursuant to Section 13.3 of this Agreement, Lessee may, at its option, terminate this Agreement 
without penalty.  In the event Lessor is in default pursuant to Section 13.3(a) above, and Lessee 
does not elect to terminate this Agreement, Lessee shall be entitled to a day for day rent abatement 
until Tenant Improvements are Substantially Complete, in addition to the six (6) months of free 
rent, as compensation for any holdover rent to be paid by Lessee at Lessee’s current facilities. 
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. 
 
13.5 
Attorneys’ Fees and Costs.  In the event Lessor or Lessee resort to legal proceedings to 
enforce any right under this Agreement 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 14.  SUBORDINATION AND ATTORNMENT.  Within forty-five (45) days after written 
request of the Lessor, Lessee will subordinate its rights, in writing in substantially the same form as the 
attached Exhibit “E”, attached hereto and by this reference made a part hereof, hereunder to the lien of any 
mortgage now or hereafter in force against the Building or any portion thereof, and to all advances made or 
hereafter to be made upon the security thereof, and to any ground or underlying lease of the Building 
provided, however, that in such case the holder of such mortgage, or the lessor under such agreement shall 
agree that this Agreement shall not be divested or in any way affected by foreclosure, or other default 
proceedings under said mortgage, obligation secured thereby, or lease, so long as the Lessee shall not be in 
default under the terms of this Agreement.  Lessor agrees that this Agreement shall remain in full force and 
effect notwithstanding any such default proceedings under said mortgage or obligation secured thereby. 
 
Section 15.  ESTOPPEL CERTIFICATES.  Within forty-five (45) days after written request from Lessor, 
Lessee shall execute and deliver to Lessor at no cost or expense to Lessee, a written statement in 
substantially the same form as Exhibit “F”, which is attached hereto and made a part hereof, certifying: (a) 
that the Agreement 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 consideration and the date to which the base consideration 
and additional consideration 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 claimed default.  Any such statement may be relied upon by a purchaser, assignee or 
lender. 
 
Section 16.  ALTERATIONS.  Lessee, from time to time, may desire to make alterations, modifications 
and improvements to the interior of the Premises (“Alteration”) as may be necessary or desirable for the 
conduct of business of Lessee. No Alteration shall be performed without Lessor’s written approval except 
such consent shall not be required for any Alteration that: (i) is nonstructural; and (ii) does not impact the 
Building systems, impact Building structure, require a permit, or materially affect the air quality of the 
Building. If written approval is required, request shall be presented to Lessor with detailed plans. Consent 
shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii) 
furnishing Lessor with copies of permits, 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”). Any Alteration shall be performed in a 
workmanlike manner with good and sufficient materials. 
 
 
 
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Section 17.  GENERAL. 
 
17.1 
Lessor.  The term “Lessor” as used herein includes the singular as well as the plural, the 
masculine and feminine as well as the neuter. 
 
17.2 
Time is of the Essence.  Time is of the essence of this Agreement.  The word(s) “day” or 
“days” as utilized in this Agreement shall mean calendar days unless expressly stated otherwise.  If 
the date for performance of any obligation hereunder or the last day of any time period provided 
herein shall fall on a Saturday, Sunday or legal holiday, then said date for performance or time 
period shall expire on the first day thereafter which is not a Saturday, Sunday or a legal holiday.   
 
17.3 
No Partnership or Joint Venture.  Nothing contained in this Agreement shall create any 
partnership, joint venture or other arrangement between Lessor and Lessee.  Except as expressly 
provided herein, no term or provision of this Agreement 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. 
 
17.4 
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 Agreement shall be construed in accordance with and be 
governed by the laws of the State of Arizona. 
 
17.5 
Entire Agreement.  This Agreement, together with any supplemental provisions attached 
hereto, 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, and those agreements that are executed 
contemporaneously herewith.  This Agreement 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 Agreement.  This Agreement cannot be modified or changed except 
by a written instrument executed by Lessor and Lessee.  Lessor and Lessee have reviewed this 
Agreement and have had the opportunity to have it reviewed by legal counsel.   
 
17.6 
Waiver.  Waiver of any breach of any term, conditions or covenant herein contained shall 
not be deemed to be a waiver of any subsequent breach of any term, covenant or condition herein.   
 
17.7 
Quiet Enjoyment.  Lessor covenants that Lessee, upon paying all full service rent as 
provided herein and upon complying with all of its other obligations hereunder, shall be entitled to 
lawfully and quietly hold, occupy and enjoy the Premises during the Term or any Renewal Term 
without hindrance or molestation by Lessor or by anyone lawfully claiming by, through or under 
Lessor, subject, however, to the terms and conditions of this Agreement. 
 
17.8 
Authority to Execute.  Any individual executing this Agreement 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 Agreement on behalf of said corporation, 
person, firm, partnership or other entity and that this Agreement is binding on said entity in 
accordance with its terms.   On or before the execution of this Agreement, any individual executing 
this Agreement on behalf of Lessor shall provide documentation as reasonably approved by Lessee 
that he/she is duly authorized to execute and deliver this Agreement on behalf of Lessor and that 
this Agreement is binding on said entity in accordance with its terms. Lessor acknowledges that 
only the Maricopa County Board of Supervisors is authorized to execute this Agreement on behalf 
of Lessee.   
 
17.9 
Partial Invalidity.  If any term, covenant, condition or provision of this Agreement is held 
by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the 
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Lease No. L-7517 
 
 
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provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or 
invalidated. 
 
17.10 
Headings.  Sections and other headings contained in this Agreement are for reference 
purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 
 
17.11 
Cooperation.  Lessor and Lessee agree to reasonably cooperate in the execution and/or 
delivery of 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 Agreement. 
 
17.12 
Counterparts.  This Agreement may be executed in two or more counterparts, each of 
which shall be deemed an original but all of which together shall constitute one and the same 
instrument. Electronic signatures shall have the same force and effect as original signatures. 
17.13 
Not Binding Until Signed.  Submission of this instrument for examination shall not bind 
Lessor or Lessee in any manner, and no lease or obligation on Lessor or Lessee shall arise until this 
Agreement is executed and delivered by both Lessor and Lessee. 
 
17.14 
Administration of Agreement. The Assistant County Manager for Maricopa County, 
and/or the Real Estate Director for Maricopa County shall administer this Agreement, including 
execution of documents necessary to administer this Agreement. 
  
17.15 
Damage and Destruction; Condemnation.  In the event of partial or complete damage 
or destruction of the Premises from any cause, Lessee or Lessor may terminate the Agreement. If 
this Agreement is not terminated and Lessor restores the Premises to the former condition, Lessee 
may, at Lessee’s option, reenter said Premises. Monthly rent shall be prorated for the period 
during which Lessee was unable to occupy the Premises. Prepaid rent shall be refunded to Lessee 
in the event Lessee terminates this Agreement pursuant to the provisions of this paragraph. If at 
any time during the term of the Agreement more than thirty percent (30%) of the Premises or 
common areas of the Building is permanently taken for any public or quasi-public purpose by 
condemnation or eminent domain or by agreement in lieu thereof (“Taking”), then this 
Agreement shall terminate effective upon such taking and Lessor shall be entitled to the award for 
the fee interest in the Building and Lessee shall be entitled to award for Lessee’s leasehold 
interest in the Building. 
17.16 
Brokers.   Lessor and Lessee hereby represent and warrant to the other Party that it has not 
retained or dealt with any broker with respect to this transaction other than Collier's International 
on behalf of Lessor, and Jones Lang LaSalle on behalf of Lessee (collectively, “Brokers”), and that 
they know of no other real estate broker or agent who is entitled to a commission in connection 
with this Agreement. Lessor and Lessee each agree to indemnify, protect and hold the other 
harmless for, from and against any costs, losses, damages and expenses, including 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 warrant by the indemnifying party. The terms 
of this Section shall survive the expiration or earlier termination of the Agreement. 
 
17.17 
Certification Pursuant to A.R.S. § 35-394.  Lessor warrants and certifies that it does not 
currently, and agrees for the duration of Agreement that it will not, use: 
1. the forced labor of ethnic Uyghurs in the People's Republic of China. 
2. any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of 
China.   
3. any contractors, subcontractors or suppliers that use the forced labor or any goods or services 
produced by the forced labor of ethnic Uyghurs in the People's Republic of China.  
If Lessor becomes aware during the term of the Agreement that the Lessor is not in compliance with 
this paragraph, the Lessor shall notify the Lessee within five (5) business days after becoming 
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Lease No. L-7517 
 
 
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aware of the noncompliance. Failure of Lessor to provide a written certification that the Lessor has 
remedied the noncompliance within one hundred eighty (180) days after notifying Lessee of its 
noncompliance, this Agreement shall terminate unless the Term of this Agreement shall end prior 
to said one hundred eighty (180) day period. 
 
17.18 
Immigration. Lessor, for itself and all subcontractors, if any, shall comply and warrants 
full compliance with all federal immigration laws and regulations that relate to their employees, 
and their compliance with A.R.S. §23-214 et seq.  A breach of this warranty shall be deemed a 
material breach of this Agreement that is subject to penalties up to and including termination of 
this Agreement.  The County retains the right to inspect the papers of Lessor or sub-contractors’ 
employee(s) who work on the Building or Premises to ensure that the Lessor or subcontractor is 
complying with the warranty provided above.  The Lessor shall make all papers and employment 
records of the said employee(s) available during normal working hours in order to facilitate such 
an inspection. Nothing herein shall make any Lessor or subcontractor an agent or employee of the 
Lessee. 
 
17.19  
E-Verify. The Lessor for itself and all subcontractors, if any, warrants that it complies with 
verification of employment eligibility and E-Verify Program.  
 
17.20 
Certification Pursuant to A.R.S. §35-393.01. If Lessor engages in for-profit activity and 
has ten (10) or more employees and if this Agreement has a value of one hundred thousand dollars 
($100,000) or more, Lessor certifies it is not currently engaged in and agrees for the duration of 
this Agreement to not engage in, a boycott of goods or services from Israel. This certification does 
not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. 
§ 4842. 
 
 
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Lease No. L-7517 
 
 
12 
 
 
 
IN WITNESS WHEREOF, the Parties have fully executed this Agreement as of the last date written below. 
 
 
LESSOR: IP BPG City Square, LLC,  
a Delaware limited liability company 
 
 
By:  ____________________________________                                         
 
 
 
     Michael Barker 
 
               Date 
       President 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Lease No. L-7517 
 
 
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LESSEE:  
Maricopa County, a political subdivision of 
State of Arizona 
 
 
_______________________________________ 
Clint Hickman, 
Chairman of the Board of Supervisors 
 
 
 
ATTEST: 
 
 
_______________________________________ 
Clerk of the Board 
 
         
Date 
 
 
 
 
 
APPROVED as to FORM: 
 
 
_______________________________________ 
Deputy County Attorney                             Date  
 
 
 
 
 
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Lease No. L-7517 
 
 
14 
 
Exhibit “A” 
 
Building and Property 
 
 
 
 
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Lease No. L-7517 
 
 
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Exhibit “B” 
Premises (floorplans) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Lease No. L-7517 
 
 
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Exhibit “C” 
Parking 
 
 
 
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Lease No. L-7517 
 
 
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Exhibit “D” 
 
TENANT IMPROVEMENTS 
 
                                                                         
 
 
 
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Lease No. L-7517 
 
 
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Exhibit “E” 
 
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT 
CERTIFICATE 
      
 
THIS AGREEMENT (“SNDA”) is executed by and between       (hereinafter referred to as Lender) and 
Maricopa County, a political subdivision of the state of Arizona (hereinafter referred to as Lessee or 
County), 
 
WITNESSETH: 
 
 
WHEREAS, Lessee has entered into a Lease Agreement dated       (hereinafter referred to as 
“Lease”) for certain premises located at      , said premises more particularly described in said Lease, 
and 
  
 
WHEREAS, Lender has made a loan to Lessor,      , in the sum of $      secured by a      , 
Assignment of Rents and Security Agreement on the Lessor’s interest in the premises (the “Security 
Agreement”) of which the leased premises are a portion, recorded in the official records of the Maricopa 
County Recorder’s Office, and 
 
 
WHEREAS, Lessee has agreed to the subordination of the Lease to the Security Agreement on the 
condition that it is assured of continued use and occupancy of the premises under the terms of said Lease 
and this SNDA, and 
 
 
WHEREAS, Lender agrees to such continued use and occupancy by Lessee provided that by these 
presents Lessee agrees to recognize and attorn to Lender or purchaser in the event of foreclosure or 
otherwise. 
 
 
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, it is 
hereby mutually covenanted and agreed as follows: 
 
 
1. In the event it should become necessary to foreclose the Security Agreement or Lender should 
otherwise come into possession of the premises, Lender will not join Lessee under said Lease in 
summary or foreclosure proceedings and will not disturb the use and occupancy of Lessee under 
said Lease so long as Lessee is not in default under any of the terms, covenants, or conditions of 
said Lease; and has not prepaid the rent except monthly in advance as provided by the terms of 
said Lease. 
 
2. Lessee agrees that in the event any proceedings are brought for the foreclosure of any such Security 
Agreement it will attorn to the purchaser of such foreclosure sale and recognize such purchaser as 
the Lessor under said Lease.  Said purchaser, by virtue of such foreclosure to be deemed to have 
assumed and agreed to be bound, as “Substitute Lessor”, by the terms and conditions of said Lease 
until the resale or other disposition of its interest by such purchaser, except that such assumption 
shall not be deemed of itself an acknowledgement of such purchaser of the validity of any then 
existing claims of Lessee against the prior lessor.  All rights and obligations herein and hereunder 
to continue as though such foreclosure proceedings had not been brought, except as aforesaid.  
Lessee agrees to execute and deliver to any such purchaser such further assurance and other 
documents, confirming the foregoing as such purchaser may reasonably request.  Lessee waives 
the provisions of any statute or rule of law now or hereafter in effect which may give or purport 
to give it any right or election to terminate, except as expressly provided for in said Lease.  
Accordingly, from and after such event “Substitute Lessor” and Lessee shall have the same 
remedies against each other for the breach of an agreement contained in the Lease as Lessee and 
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Lease No. L-7517 
 
 
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Lessor had before “Substitute Lessor” succeeded to the interest of the Lessor; provided however, 
that “Substitute Lessor” shall not be; 
 
a. 
liable for any act or omission of any prior lessor (including Lessor); or 
 
b. 
subject to any offsets or defenses that Lessee might have against any prior lessor (including 
Lessor); or 
 
c. 
bound by any rent or additional rent that Lessee might have paid for more than one month 
in advance to any prior lessor (including Lessor); or 
 
d. 
liable for the return of any security deposit. 
 
3. The provisions of this SNDA are binding upon and shall inure to the benefit of the heirs, successors 
and assigns of the parties hereto. 
 
4. The execution of this document is expressly authorized by Maricopa County in Section(s)       
of the Lease.  This SNDA may be executed in two or more counterparts, each of which shall be 
deemed an original but all of which together shall constitute one and the same instrument. 
Electronic signatures shall have the same force and effect as original signatures. 
 
 
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Lease No. L-7517 
 
 
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IN WITNESS WHEREOF this SNDA is effective the day and year last written below.  
 
 
 
LESSEE: Maricopa County, a political subdivision of the state of Arizona 
 
 
______________________________________________ 
 
By: [Name] 
 
 
 
 
Date 
Director, Maricopa County Real Estate Department  
 
 
 
APPROVED as to FORM: 
 
 
_______________________________________________ 
Deputy County Attorney 
 
 
Date 
 
 
 
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Lease No. L-7517 
 
 
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The terms of the above SNDA are hereby consented and agreed to by Owner/Lessor: 
 
 
LESSOR: [Name] 
 
_______________________________________________ 
[Name], [Title]  
 
 
 
Date 
 
 
 
LENDER: [Name] 
 
 
________________________________________________ 
[Name], [Title]  
 
 
 
Date 
 
 
 
 
 
 
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Lease No. L-7517 
 
 
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Exhibit “F” 
 
LESSEE ESTOPPEL CERTIFICATE 
      
 
THE PURPOSE of this certificate is to confirm the current status of matters relating to the Lease described 
below.  This Estoppel Certificate is for the benefit of the Lessor and     , its successors and/or assigns 
(hereinafter “Lender”) and for no other person or entity. 
 
1. Maricopa County, a political subdivision of the state of Arizona, is the Lessee or Lessee under a 
lease agreement (hereinafter the “Lease”) with,       as Lessor dated     , 20      covering 
the premises (hereinafter the “Premises”) described as: a lease located at     . The Premises are 
more fully described in the attached fully executed copy of the Lease (and all amendments or 
modifications thereto, if any) and Exhibit “     ” of said Lease.  Other than as set forth above, 
there are no other modifications or amendments to the Lease. 
 
2. The Premises have been accepted by the Lessee; and the Lessee now occupies the Premises 
pursuant to the Lease terms.  The commencement date for the term of the Lease is     , 
20     . 
 
3. The Lease will expire       unless terminated earlier as provided for in the Lease and is subject 
to an option to renew and the right to holdover. 
  
4. Lessor has completed all Tenant Improvements (as defined in the Lease), if any, as required under 
the terms of the Lease. 
 
5. Lessee claims that the Lessor has not performed the following Lessor’s obligations as directed 
by the Lease:     . 
 
6. The current fixed consideration for the Premises is $       per month plus rental tax.  Lessee 
has paid the current month’s consideration in full.  There are no other rents or other charges under 
the Lease which are due and unpaid at this time.  Considerations are fully paid (if required by the 
Lease) through the last day of the month in which this Estoppel Certificate has been executed. 
 
7. The Lessee has made no security deposit. 
 
8. Except for rents (if any) which may be due under the Lease for the current month, there are no 
rents, offsets or credits against future accruing rents, or other charges which have been prepaid 
to the Lessor under the Lease. 
 
9. Lessor granted Lessee a right of first refusal to purchase a portion of the real property upon which 
the Premises are situated. 
 
10. Lessee has received no notice of a prior sale, transfer, assignment, hypothecation or pledge of 
said Lease or of the rents secured therein, except to Lender. 
 
11. Lessee acknowledges that this Estoppel Certificate and the statements herein may be conclusively 
relied upon by the Lessor and other person(s) or entity (ies) named above in the first paragraph. 
 
12. This agreement shall be binding upon and inure to the benefit of the Lessor, and any other 
person(s) or entity (ies) named above in the first paragraph. 
 
13. The execution of this document is expressly authorized by Maricopa County in Section(s)       
of the Lease. 
 
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Lease No. L-7517 
 
 
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14. Lessee understands and acknowledges that Lender will rely on this Estoppel Certificate in 
acquiring or making a mortgage loan to Lessor and that in connection with said loan, Lessor’s 
interest in the Lease is being assigned to Lender as additional security for the loan. 
 
15. This Agreement may be executed in two or more counterparts, each of which shall be deemed an 
original but all of which together shall constitute one and the same instrument. Electronic 
signatures shall have the same force and effect as original signatures. 
 
 
 
 
Executed this ______ day of _____________________, 20____. 
 
Lessee: Maricopa County  
 
 
______________________________________________ 
By: [Name] 
Director, Maricopa County Real Estate Department  
 
 
APPROVED as to FORM: 
 
 
________________________________________________ 
Deputy County Attorney 
 
 
Date 
 
 
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Lease No. L-7517 
 
 
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Exhibit “G” 
 
COMMENCEMENT DATE CONFIRMATION 
 
 
This Commencement Date Confirmation is between IP BPG CITY SQUARE, LLC, a Delaware 
limited liability company (“Lessor”) and Maricopa County, a political subdivision of the State of 
Arizona (“Lessee”). 
 
A. Lessor and Lessee have agreed to execute this Commencement Date Confirmation to 
specify the Commencement Date of the Agreement, as it relates to Suites 16 and 17 
consisting of 27,806 square feet (the “Premises”). 
 
NOW, THEREFORE, the parties hereto agree as follows:  
 
1) The Agreement Commencement Date is ___________________ 
2) Rent begins to accrue on the Commencement Date. 
3) The expiration date of the Agreement is ______________, 2031 
 
B. Full Force and Effect.  Except as specifically modified by this Commencement Date 
Confirmation, the Agreement remains in full force and effect. 
 
IN WITNESS WHEREOF, Lessor and Lessee have executed this Commencement Date 
Confirmation, as of the date and year written below. 
 
LESSOR: 
 
IP BPG CITY SQUARE, LLC, 
a Delaware limited liability company 
 
 
By:  _____________________________ 
 
Title:  ____________________________ 
 
Date:  ____________________________ 
 
 
 
 
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Lease No. L-7517 
 
 
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LESSEE: 
 
MARICOPA COUNTY, a political subdivision of the State of Arizona 
 
 
 
________________________________ 
 
Alex Smith 
Director 
 
 
 
Date:  __________________________ 
 
 
 
 
Approved as to Form: 
 
 
________________________________ 
Deputy County Attorney            Date 
 
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