CTR079153_ADCRR_No._26-021-31_ACI_Lease_.pdf

Revision Date: 7/25/18

ARIZONA DEPARTMENT OF ADMINISTRATION

PRIVATE SECTOR OFFICE SPACE LEASE

LESSOR: DON DAN & DAVE SMITH, LLC

LESSEE: ARIZONA DEPARTMENT OF CORRECTIONS, REHABILITATION AND

REENTRY, AN AGENCY OF THE STATE OF ARIZONA, FOR AND ON BEHALF

OF ARIZONA CORRECTIONAL INDUSTRIES

THIS LEASE made the 30th of July, 2025 by and between Don Dan & Dave Smith LLC hereinafter called “Lessor,” and the Arizona Department of Corrections, Rehabilitation and Reentry, an Agency of the State of Arizona, hereinafter called “Lessee.”

1. PREMISES

LESSOR hereby leases to Lessee and Lessee hereby leases from Lessor those Premises, hereinafter called "Premises," consisting of approximately 18,000 rentable square feet located at 4441 E.

McDowell Road, Phoenix, Arizona 85008, as shown on Exhibit A.

2. TERM

The term of this lease is for five (5) years (or until sooner terminated as herein provided), commencing November 1, 2025 and expiring on October 31, 2030.

Lessee shall not be liable for any rent until such time as Lessor delivers possession of the Premises to Lessee. Rent shall begin on the date that Lessee takes possession of the Premises. If the Lessee takes possession on other than the first day of a calendar month, rent for the remainder of that month shall be paid by Lessee on a pro rata basis.

3. RENT

Lessee agrees to pay as base rent, at such a place as may be designated from time to time by Lessor, the sums as shown below. Such sums will be inclusive of any and all applicable local government rental taxes. This is a modified gross lease.

Months 1‐2: $11.00/sq. ft./year ($16,500.00/monthly) including rental occupancy tax.

Months 3 ‐ 14: $22.33/sq. ft./year ($33,500.00/monthly) including rental occupancy tax.

Months 15‐26: $23.06/sq. ft./year ($34,588.75/monthly) including rental occupancy tax.

Months 27‐38: $23.81/sq. ft./year ($35,712.88/monthly) including rental occupancy tax.

Months 39‐50: $24.58/sq. ft./year ($36,873.55/monthly) including rental occupancy tax.

Months 51‐60: $25.38/sq. ft./year ($38,071.94/monthly) including rental occupancy tax.

Payment shall be initiated each month in the following manner:

Lessee shall prepare and issue a warrant at the end of each month. The warrant shall be mailed to the address identified in paragraph 27 of this lease. Any partial month shall be prorated for

Docusign Envelope ID: A91361EF-4800-45A2-A581-F63E9D2BB466 that portion of the month Lessee occupies the Premises.

4. TERMINATION

In the event the Lessee is directed by the Arizona Department of Administration (ADOA) to move into an existing State-owned or leased facility, including, but not limited to, any newly purchased, constructed or wholly leased facility, during the term or renewal of this lease, Lessee may terminate this Lease upon sixty (60) days prior written notice to Lessor. In this event Lessee will be responsible for all obligations to Lessor incurred prior to the termination date specified in the notice.

In the event no funds or insufficient funds are available or allocated to Lessee for any payment that may be due under this Lease, including no funds or insufficient funds resulting from an act of the Legislature, for any portion of the term or renewal of this Lease, Lessee will be without further obligation under this Lease and will remove its personnel and property from the Premises by the end of the period for which funds are available. Lessee will advise Lessor at any time it appears that there may be insufficient funds to fully pay its Lease payments. No liability shall accrue to the Lessee or any other agency of the State of Arizona in the event the provision of this paragraph is exercised, and neither the Lessee or any other agency of the State of Arizona shall be obligated or liable for any future payments or for any damages as a result of termination under this paragraph.

5. REPAIRS

Lessor shall promptly make all repairs and replacements to the Premises, including all common areas, parking areas, the structural systems, roofs, lighting fixture ballasts, new light bulbs and tubes, exterior and interior walls, heating, plumbing, air conditioning, ventilation system filters, doors, windows, corridors, fire extinguishers and surrounding grounds. Lessor shall not be responsible for repairs caused by the sole negligence of Lessees, its employees, contractors or clients. Lessor shall repaint the Premises at five (5) year intervals.

6. UTILITY CHARGES

Lessee agrees to furnish and pay for its own water, gas, and electricity, heat and air conditioning and telephone service consumed on the Premises occupied by the Lessee. Lessor shall not be liable to Lessee for any stoppage or interruption of such services and utilities as a result of causes outside Lessor’s control.

7. JANITORIAL

Lessee agrees to provide and pay for its own janitorial services.

Lessee is required to participate in the State paper‐recycling program and will identify certain of its workstation waste containers for recyclable paper. Lessor shall allow the Stateʹs paper recycling program contractor access to the building at times convenient to the contractor for purposes of removing the accumulated recyclable paper.

8. PARKING

Lessor shall provide Lessee with thirty-five (35) covered, reserved parking spaces and fifty (50) open, non-reserved spaces throughout the term of this lease or any renewal thereof at no additional charge. Lessor agrees to maintain an overall parking ratio of 4.72 spaces per one thousand (1,000) square feet of rentable area. Lessor shall not construct any additions to the building site that have the effect of reducing the available parking to less than the above ratio, unless equivalent replacement parking satisfactory to Lessee is made available to Lessee. Lessee shall not unreasonably withhold consent to such equivalent replacement parking.

9. IMPROVEMENTS AND ALTERATIONS

Lessor shall construct, at no cost to Lessee, those tenant improvements as shown on Exhibit B.

Lessee shall not make any alterations, additions or improvements without the prior written consent of Lessor. Any such alterations, additions or improvements, except moveable furniture and trade fixtures, shall be made by Lessee at Lessee's sole cost and expense and shall at once become a part of the realty and belong to Lessor.

10. OFFSET

In the event the Lessor fails to maintain the Premises in a clean, orderly, and safe condition, or fails to provide repairs, maintenance, or other services as required herein, or fails to pay for utility charges as required herein, or fails to provide janitorial services as required herein, then, in addition to all other rights and remedies to which the Lessee may be entitled, the Lessee may make written demand upon the Lessor to provide such service. If the maintenance, janitorial, or utility services are not provided within ten (10) days after written demand has been mailed to the Lessor by the Lessee then, in addition to all other rights or remedies that the Lessee may have, the Lessee may obtain such services and deduct its costs from any rental payment which becomes due after such service has been obtained

11. USE OF PREMISES

The Premises described above are leased to Lessee for the sole purpose of providing Lessee's governmental services. Lessee agrees to comply with applicable laws, ordinances, regulations and building codes, now or hereafter in force in connection with its use of the leased Premises.

Lessee shall not commit or suffer the commission of any waste, overload any floor of the Premises beyond the load limit established by Lessor, or knowingly permit any explosives or hazardous substance in the Premises.

12. COMPLIANCE WITH THE LAW

The Lessor shall promptly execute and comply with all statutes, rules, orders, building codes, fire codes, ordinances, requirements, and regulations of the City, County, State and Federal governments, including O.S.H.A., the Americans with Disabilities Act of 1990 (42 USC Sections 12101 through 12213 and 47 USC Sections 225,611), Arizonans with Disabilities Act of 1992 (A.R.S.

§ 41-1492 et seq.) and their underlying regulations and rules, which are applicable to the Premises.

Nothing herein contained shall be construed to restrict the Lessor from contesting the applicability of any such regulations, rule or ordinance, provided the Lessor indemnifies the Lessee to its reasonable satisfaction against the consequences of non-compliance during the period of dispute.

The Lessor shall promptly execute and comply with A.R.S. § 41–4401, immigration laws and E- Verify requirement. The Lessor warrants compliance with all federal immigration laws and regulations relating to employee and warrants compliance with A.R.S. § 23-214.(A.) A breach of Lessor’s warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of this lease. The Lessor may be subject to penalties up to, and including, termination of this lease. The Lessee, retains the legal right to inspect the papers of any employee who works on this lease to ensure the Lessor or its sub-contractor(s) are in compliance with Lessor’s warranty under this paragraph.

13. EMINENT DOMAIN

In the event the building, the land on which it is located or any portion of the leased Premises is taken under, or a conveyance is made under the threat of condemnation proceedings, Lessee will be entitled to recover the value of its leasehold interest and all personal property, all fixtures and improvements installed by Lessee.

14. ASSIGNMENT AND SUBLEASE

Lessee shall not assign, transfer, or encumber this lease nor sublet the leased Premises or any portion thereof without the prior written consent of Lessor, and any such act shall constitute a breach of this lease. Consent to an assignment, subletting, occupation or use by other persons shall not be unreasonably withheld and shall not release Lessee from any of Lessee's obligations hereunder or be deemed to be a consent to any subsequent assignment, subletting, occupation or use.

15. DESTRUCTION OF THE PREMISES

In the event the Premises are totally destroyed, this lease shall terminate. In the event the Premises are partially destroyed, Lessor, with reasonable promptness and dispatch, shall repair and rebuild the same within ninety (90) working days. Lessee shall pay rent, if the remaining Premises are tenantable, during such period of repair or rebuilding in the proportion of tenantable Premises occupied by Lessee. In case the remaining Premises, following a partial destruction, are un-tenantable by Lessee, Lessee shall have the option to cease occupancy and all rent payments until the Premises are tenantable or terminate the Lease. The word "tenantable" as heretofore used shall be understood by the parties to mean tenantable for the purpose of performing the duties and services provided by Lessee to its clients.

16. SUBORDINATION AND ATTORNMENT

Lessor reserves the right to place liens or encumbrances on said Premises or any part thereof or interest therein superior in lien and effect to this lease. This lease, at the option of Lessor, shall be subject and subordinate to any and all such liens or encumbrances now or hereafter imposed by Lessor without the necessity of the execution and delivery of any further instruments on the part of the Lessee to effectuate such subordination. Notwithstanding the foregoing, Lessee covenants and agrees to execute and deliver upon demand the instrument, attached as Exhibit C, evidencing such subordination of this lease as may be requested by Lessor.

In the event of a transfer of ownership of the Premises, Lessee agrees to attorn to the new owner acquiring the Premises and to recognize such owner as Lessor under this Lease. Lessee hereby waives any right to terminate this Lease because of such transfer, provided neither the former owner nor the current Lessor is in breach of any provision of this Lease. Lessee shall have the ability to request and receive adequate assurances of performance by any new owner as a condition of attornment.

17. ESTOPPEL CERTIFICATE

Lessee shall, upon not less than ten (10) days prior written request by Lessor, deliver to Lessor a statement in writing, attached as Exhibit D, certifying: (1) that this lease is unmodified and in full force and effect or if there have been modifications, that this lease as modified is in full force and effect; (2) the dates to which rent and other charges have been paid, and (3) that Lessor is not in default under any provisions of this lease, or if in default, a detailed description of such default.

18. NONDISTURBANCE

Subject to the terms of this Lease, so long as Lessee is not in material breach of the terms of this lease, it shall have a right to the quiet possession of the Premises without disturbance from the Lessor or any person claiming rights through Lessor, for the term of the Lease. Any sale of the Premises by Lessor or other transfer of ownership, whether voluntary or by operation of law, shall not by itself operate to terminate this Lease or Lessee’s right of possession.

19. ENVIRONMENTAL CONTROL

The Lessor shall maintain adequate heating, ventilation, cooling and lighting equipment in operation to maintain the following environmental conditions within the Premises.

Temperature in winter 70F - 75F Temperature in summer 74F - 78F Ventilation year round 5 air changes per hour Lighting on all work stations 30 foot – candles (lm/ft²)

For the purpose of this paragraph summer is defined as the months April through October, inclusive and winter is defined as the months November through March, inclusive.

20. ASSURANCE OF PERFORMANCE

At any time during the term of this Lease or any renewal period of this Lease the Lessee may request reasonable assurances of continued performance from the current Lessor, successor in interest, or lien-holder. If such assurances to the request are not given, in writing, within ten (10) days, Lessee may in its sole discretion, vacate the Premises with no further obligation under this Lease.

21. SELF-INSURANCE BY LESSEE

Lessor and Lessee acknowledge that Lessee is self-insured and shall provide Lessor with a certificate of self-insurance providing five hundred thousand dollars ($500,000) of general liability coverage. This self-insurance protects the Lessee only. The Lessee is not authorized to indemnify the Lessor.

22. TIME

Time is of the essence of this lease and each and all of its provisions.

23. DEFINED TERMS AND MARGINAL HEADINGS

The word "Lessor" and "Lessee" as used herein shall include the plural as well as the singular. If more than one person is named as Lessee, the obligations of such persons are joint and several.

The marginal headings and titles to the articles of this lease are not a part of this lease and shall have no effect upon the construction or interpretation of any part hereof.

24. HOLDOVER

Should Lessee hold possession after expiration of the lease term or any renewal thereof, Lessee shall become a Lessee on a month-to-month basis upon the same terms and conditions of this lease. Either Lessor or Lessee shall have the right to terminate any holdover tenancy with thirty

(30) days written notice to the Lessee or Lessor's last known address without incurring any penalty or damages.

25. ATTORNEY’S FEES

In the event of any legal action or proceeding brought by either party against the other arising out of this lease, the prevailing party shall be entitled to recover costs and reasonable attorney's fees, as determined by the court, not the jury, based on the prevailing hourly wage for attorneys in Phoenix, Arizona, and such other matters deemed relevant by the court, and such amount shall be included in any judgment rendered in such proceedings.

26. WAIVER

No waiver by Lessor of any provision of this lease or of any breach by Lessee hereunder shall be deemed to be a waiver of any other provision hereof, or of any subsequent breach by Lessee of the same or any other provision. Lessor's consent to or approval of any act by Lessee requiring Lessor's consent to or approval shall not be deemed to render unnecessary the obtaining of Lessor's consent to or approval of any subsequent act of Lessee.

27. NOTICES

All notices to be given by one party to the other shall be in writing, mailed or hand delivered to each as follows:

LESSOR: Don Dan & Dave Smith, LLC 208 S. Country Club Drive Mesa, AZ 85210

Attn: Brandon Smith Phone: 480‐834‐5817 Email: brandons@centralazsupply.com

LESSEE: Arizona Department of Corrections, Rehabilitation and Reentry 701 E. Jefferson Street Phoenix, Arizona 85034 Attention: Chief Procurement Officer Phone: (602) 542‐1172 Email: procurement@azadc.gov

28. AGREEMENTS IN WRITING

All negotiations, considerations, representations, and understandings between the parties are incorporated and expressly stated herein and may be modified and altered only by agreement in writing between the parties delivered by certified mail.

29. PROHIBITION OF DISCRIMINATION

The Lessor shall comply with State Executive Orders No. 2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

30. LIENS

The Lessee shall keep the Premises free from any liens arising out of any work performed, materials furnished or obligations incurred by Lessee. In the event that Lessee shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a proper bond, Lessor shall have, in addition to all other remedies provided herein by law, the right to cause the same to be released by such means as he shall deem proper, including the payment of the claim giving rise to such lien. All such sums paid by Lessor and all expenses incurred by him in connection therewith shall be considered additional rent and shall be payable by Lessee on demand with interest at ten percent (10%) per annum.

Lessor shall have no rights to or any interest in the personal property of the Lessee located on or about the Premises and will not place any lien on such property for any reason. Lessor will not take any action to deprive Lessee of possession of its personal property, including, but not limited to, taking possession of the Lessee’s personal property. Should the Lessor come into possession of any personal property of Lessee as an incident of the exercise of any of the rights of Lessor under this Lease, Lessor agrees to promptly deliver such property to Lessee upon Lessee’s request.

31. RIGHT OF RECOVERY

Neither party shall have a right of recovery from the other for Acts of God.

32. INSPECTION AND AUDIT

In accordance with A.R.S. §§ 35-214 and 35-215, all books, accounts, reports, files and other mailto:procurement@azadc.gov records, hereinafter refered to as “Records,”relating to this lease shall be subject at all reasonable times to inspection and audit by the Lessee, the State Auditor, or their agents, or employees at the Lessor's office or at the Lessee's offices designated in paragraph 27 at any time during the terms of the lease and for five (5) years after termination thereof. Upon request, the Lessor shall produce originals of any or all such Records.

33. SEVERABILITY

The provisions of this lease are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the lease, which shall remain in effect without the invalid provision or application.

34. ARBITRATION

The parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518, except as may be required by other applicable statute. In the event such a dispute is arbitrated, the parties hereby agree that the prevailing party is entitled to recover its attorneys' fees and costs. Attorney’s fees shall be based on the prevailing hourly rate for attorneys in Phoenix, Arizona.

35. CONFLICT OF INTEREST

This lease is subject to cancellation for conflict of interest pursuant to A.R.S. § 38-511.

36. ANTITRUST VIOLATIONS

Lessor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that such violations concern materials or services supplied by third parties to the Lessor toward fulfillment of this lease.

37. ARIZONA LAW

This lease shall be governed and interpreted by the laws of the State of Arizona.

38. SIGNAGE AND FENCING

Lessor shall allow Lessee to place its sign(s) on the building and entrance doors, and shall allow Lessee to install a fence and gate across the front of the building, pending approval from the City, which shall be at Lessee’s sole cost and expense. Any maintenance of the fence and gate shall be at Lessee’s cost and expense.

39. OPTION TO RENEW

Lessee shall have one (1) option to renew for five (5) years, provided Lessee gives Lessor six (6) months prior written notice. The rental rate for the renewal term shall be equal to the fair market rental rate for similar buildings in the submarket, as mutually determined by Lessor and Lessee.

IN WITNESS WHEREOF, the parties hereto have executed this instrument by proper persons thereunto duly authorized so to do the day and year first above written.

LESSOR: DON DAN & DAVE SMITH, LLC

FOR AND ON BEHALF OF THE LESSEE:

ARIZONA DEPARTMENT OF

CORRECTIONS, REHABILITATION AND

REENTRY, AN AGENCY OF THE STATE OF

ARIZONA, FOR AND ON BEHALF OF

ARIZONA CORRECTIONAL INDUSTRIES

By: ___________________________________

Printed Name: _________________________

Printed Name: _________________________

Position: ______________________________

Date: _________________________________

Approved pursuant to A.R.S. § 41-792.

FOR AND ON BEHALF OF THE ARIZONA

DEPARTMENT OF ADMINISTRATION

Kimberly Fiumara

Deputy Assistant Director, ADOA

Interim Chief Procurement Officer

Elena Adame

21-Aug-25 | 3:44 PM MDT member

Don Smith

21-Aug-25 | 3:20 PM PDT

Deputy Assistant Director

21-Aug-25 | 3:39 PM PDT

EXHIBIT A

PREMISES

EXHIBIT B

TENANT IMPROVEMENTS

Lessor, at its sole cost and expense, shall perform turn-key construction to include the following:

1. Install anti-theft screws on all the electrical boxes on the pillars in the parking lot area.

2. Lessor to trim down of all the bushes on the outside of the building.

3. At Lessee shall be permitted to add ADA automatic door access to the main building entrance and at the restroom doors, at its own cost.

EXHIBIT C

SUBORDINATION AND ATTORNMENT AGREEMENT

The undersigned hereby certifies and agrees as follows:

1. The undersigned is the Lessee under a lease dated for Premises located at , , Arizona (Premises), as amended by the following amendments (the Lease): . If no amendments are listed, the undersigned certifies that the Lease has not been amended.

2. Lessor reserves the right to place liens or encumbrances on said Premises or any part thereof or interest therein superior in lien and effect to this lease. This lease, at the option of Lessor, shall be subject and subordinate to any and all such liens or encumbrances now or hereafter imposed by Lessor without the necessity of the execution and delivery of any further instruments on the part of the Lessee to effectuate such subordination.

3. In the event of a transfer of ownership of the Premises, Lessee agrees to attorn to the new owner acquiring the Premises and to recognize such owner as Lessor under this Lease. Lessee hereby waives any right to terminate this Lease because of such transfer, provided neither the former owner nor the current Lessor is in breach of any provision of this Lease. Lessee shall have the ability to request and receive adequate assurances of performance by any new owner as a condition of attornment.

LESSEE: FOR AND ON BEHALF OF THE LESSEE, an Agency of the State of Arizona

By: ______________________________________ Date: ____________

Position: _________________________________

EXHIBIT D

ESTOPPEL CERTIFICATE

The undersigned hereby certifies and agrees as follows:

The undersigned is the tenant under a lease dated for Premises located at , , Arizona (Premises), as amended by the following amendments (the Lease): .

1. The lease is unmodified and in full force and effect or if there have been modifications, that this lease as modified is in full force and effect;

2. rent and other charges due under the term of the lease have been paid through , and

3. the Lessor is not in default under any provisions of this lease, or if in default, a detailed description of such default.

LESSEE: FOR AND ON BEHALF OF THE LESSEE, an Agency of the State of Arizona

By: ______________________________________ Date: _______________

Position: _________________________________

Certificate Of Completion Envelope Id: A91361EF-4800-45A2-A581-F63E9D2BB466 Status: Completed

Subject: Complete with Docusign: 4441 E. McDowell Lease for ACI - Final 8.12.25.pdf

Source Envelope:

Document Pages: 13 Signatures: 3 Envelope Originator:

Certificate Pages: 5 Initials: 0 Tristan Bartels

AutoNav: Enabled

EnvelopeId Stamping: Enabled

Time Zone: (UTC-07:00) Mountain Time (US & Canada)

1840 W Jackson St.

Phoenix, AZ 85007 tristan.bartels@azdoa.gov

IP Address: 104.129.198.59

Record Tracking Status: Original

8/20/2025 5:18:34 PM

Holder: Tristan Bartels tristan.bartels@azdoa.gov

Location: DocuSign

Security Appliance Status: Connected Pool: StateLocal

Storage Appliance Status: Connected Pool: Arizona Department of Administration -

General Services Division

Location: Docusign

Signer Events Signature Timestamp Elena Adame elena.adame@azdoa.gov

Interim Chief Procurement Officer

Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style

Using IP Address: 136.226.64.95

Sent: 8/20/2025 5:21:57 PM

Viewed: 8/21/2025 3:42:07 PM

Signed: 8/21/2025 3:44:28 PM

Electronic Record and Signature Disclosure:

Accepted: 8/21/2025 3:42:07 PM ID: 1f2d8469-dfd1-43e7-af6d-8fdeab28b802

Don Smith donsmith@centralazsupply.com member

Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device

Using IP Address:

2601:247:8200:300:e9c3:b317:de0a:525a

Sent: 8/21/2025 3:44:29 PM

Viewed: 8/21/2025 4:18:47 PM

Signed: 8/21/2025 4:20:11 PM

Electronic Record and Signature Disclosure:

Accepted: 8/21/2025 4:18:47 PM ID: a1ee2736-11f8-462b-93dc-2989ade8bc28

Kimberly Fiumara kimberly.fiumara@azdoa.gov

Deputy Assistant Director

Arizona Department of Administration - General

Services Division

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 136.226.64.114

Sent: 8/21/2025 4:20:13 PM

Viewed: 8/21/2025 4:39:29 PM

Signed: 8/21/2025 4:39:38 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Chris Corney

Chris.Corney@jll.com

Manager

Security Level: Email, Account Authentication (None)

Sent: 8/21/2025 4:39:40 PM

Viewed: 8/21/2025 4:43:38 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/20/2025 5:21:57 PM

Certified Delivered Security Checked 8/21/2025 4:39:29 PM

Signing Complete Security Checked 8/21/2025 4:39:38 PM

Completed Security Checked 8/21/2025 4:39:40 PM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, State of Arizona Department of Administration - General Services Division

(we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time

(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind

If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Electronic Record and Signature Disclosure created on: 8/8/2020 4:29:12 PM Parties agreed to: Elena Adame, Don Smith

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given

us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact State of Arizona Department of Administration - General Services

Division:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: marjorie.mckenna@azdoa.gov

To advise State of Arizona Department of Administration - General Services Division of your new email address

To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at marjorie.mckenna@azdoa.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from State of Arizona Department of Administration - General

Services Division

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to marjorie.mckenna@azdoa.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with State of Arizona Department of Administration - General

Services Division

To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may;

ii. send us an email to marjorie.mckenna@azdoa.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software

The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically

To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and

You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and

Until or unless you notify State of Arizona Department of Administration - General

Services Division as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by State of Arizona

Department of Administration - General Services Division during the course of your relationship with State of Arizona Department of Administration - General Services

Division.

https://support.docusign.com/guides/signer-guide-signing-system-requirements https://support.docusign.com/guides/signer-guide-signing-system-requirements