LEASE AGREEMENT L-7478 WITH CHILD CRISIS ARIZONA.PDF
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Lease No. L-7478 C#: __________________ LEASE AGREEMENT L-7478 Between Child Crisis Arizona And Maricopa County This Lease Agreement, hereinafter referred to as “Lease,” is made this _____ day of __________, 2018, by and between Child Crisis Arizona, an Arizona non-profit corporation, with an address of 817 N Country Club, Mesa, AZ 85201, hereinafter referred to as "Lessor", and Maricopa County, a political subdivision of the State of Arizona with an address of 301 W. Jefferson St., 10th Floor, Phoenix, AZ, 85003, hereinafter referred to as "Lessee", collectively referred to herein as the “Parties”. 1. DESCRIPTION OF LEASED PREMISES: Lessor hereby agrees to lease to Lessee, and Lessee does hereby lease from Lessor with full right, title and enjoyment thereto, the following described premises: The land and building constituting the Child Crisis Arizona premises is located at 817 N Country Club, Mesa, AZ 85201 (the “Property”) as depicted on the attached Exhibit “A”, and by this reference made a part hereof. The leased premises, consisting of two classrooms of approximately 850 square feet each, an office of approximately 160 square feet and a dedicated playground area (the “Premises”) along with non-exclusive use of the common areas, including but not limited to the front lobby, copy/mail room, Staff kitchen, small conference room, kitchen and laundry service areas (the “Common Areas”) are depicted on the attached Exhibit “B.1 and B.2”, and by this reference made a part hereof. 2. USE OF LEASED PREMISES: Lessee desires, and Lessor grants to Lessee, the exclusive use of the Premises for the following use and purpose: 2.1 Lessee shall have exclusive use of the Premises for Head Start program service delivery for children ages 3 to 5 years of age (the “Permitted Use”). 2.2 Lessee shall provide its own classroom equipment and supplies and will be responsible for the room arrangement. 2.3 Lessee will ensure that all classrooms meet license requirements and as needed, accessibility for children with disabilities as required by the Arizona Department of Health Services. Page 1 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona 2.4 Janitorial services for the Premises will be responsibility of the Lessee. Lessee will be responsible for supplying toilet paper, paper towels, trash bags, and hand soap for the Premises. 2.5 Immediately upon the expiration or termination of this Lease, Lessee shall remove its personal property from the Premises unless previous arrangements have been made in writing with the Lessor. Items mounted or installed by the Lessee may remain in place or will be removed by Lessor if the Parties are in agreement. 2.6 Lessee shall not permit employees to smoke or drink alcoholic beverages anywhere on the Property. 2.7 As a condition of this Lease, Lessee must post or provide the following notice in writing to all employees and participants involved in any program Lessee offers at the Premises: “PLEASE NOTE THAT THE HEAD START PROGRAM IS NOT A PROGRAM OF CHILD CRISIS ARIZONA. CHILD CRISIS ARIZONA NEITHER SPONSORS NOR ENDORSES THE PROGRAM. LIKEWISE, PARTICIPATION IN THIS PROGRAM IS NOT A PRECONDITION TO PARTICIPATION IN ANY PROGAM OF CHILD CRISIS ARIZONA. ACCORDINGLY, CHILD CRISIS ARIZONA ASSUMES NO RESPONSIBILITY FOR ITEMS LOST OR STOLEN WHILE ON CHILD CRISIS ARIZONA PROPERTY, OR FOR ANY OTHER DAMAGES OR PERSONAL INJURY THAT YOU MAY SUSTAIN IN CONNECTION WITH YOUR PARTICIPATION IN THIS PROGRAM” UNLESS IT IS IN DIRECT CAUSE OF GROSS NEGLIGENCE BY CHILD CRISIS OF ARIZONA. 2.8 Lessee shall comply will all applicable federal or state statutes, regulations, and rules prohibiting discrimination on the basis of race, religion, color, sex, national origin, disabilities, age or other classification. 2.9 All Lessee providers shall, at all times, be members in good standing with all required licensing bodies. They shall possess full, complete, and current professional credentials as may be lawfully required to perform the activities related to the Services. 2.10 Lessee hereby leases from Lessor the Premises for the Permitted Use as described. Lessee shall be entitled to use the Premises for the Permitted Use and for no other purpose. Lessee shall have access to the Premises and Common Areas from 7:00 am to 5:00 pm Monday thru Friday (the “Business Hours”). Lessor’s personnel shall, with reasonable prior notice to and approval of Lessee, have access to the Premises for the sole purpose of maintenance and operation of the Property. Lessee shall be authorized to access Premises outside of Business Hours to conduct parent meetings, with prior arrangement and Lessor approval. Lessee shall not have access to the Property or Premises other than Page 2 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona Business Hours unless other arrangements are made from time to time with Lessor’s point of contact listed in section 22. 2.11 Lessee shall have use of up to five unreserved parking spaces in the Property parking lot on a first come first served basis. 2.12 Lessor shall establish an area for parent drop off and pick up of children. The designated area shall be a designated loading area. 2.13 The Parties shall participate in joint recruiting efforts and shall share resources to meet program goals. 2.14 Lessor shall be responsible for its phone lines and internet access. 2.15 Throughout the term of the Lease, Lessee may identify proposed tenant improvements (“Improvements”) as Lessee funds become available. Upon agreement by the Parties to a detailed cost estimate prepared by Lessor for said Improvements and upon written authorization from Lessee to Lessor to proceed with completion of said Improvements, Lessor shall complete the Improvements to the classrooms, office and/or playground areas of the Premises at Lessee’s request. Lessor shall pay the cost of the Improvements and Lessee shall reimburse Lessor for all costs agreed upon related to the requested Improvements upon Lessee’s receipt of an itemized invoice from Lessor in an amount not to exceed the amount agreed to by the Parties. Full payment shall be made to Lessor by Lessee within 45 days of receipt of an invoice approved by Lessee. 2.16 Any change in Permitted Use or purpose of the Premises other than as described above shall be upon prior written consent of Lessor only. 3. TERM OF LEASE: The term of this Lease shall be for a period commencing on July 1, 2018 and expiring at Midnight on June 30, 2021. 4. OPTION TO RENEW: Lessor and Lessee may extend the term of this Lease for up to two (2) three (3) year terms (each being an “Extension Term”), provided that Lessee delivers to Lessor a written notice no less than ninety (90) days prior to the expiration of the then current term or Extension Term, as the case may be, requesting that the parties negotiate the terms and conditions of such extension. 5. RENT AND EXPENSES: The Lessor agrees to allow Lessee to use the Premises, Property and Common Areas at no cost (“Rent”) to the Lessee during the term and any Extension Term. 6. TERMINATION: Either party may terminate this Lease by giving ninety (90) days prior written notice to the other. The Lease shall terminate upon the expiration date unless extended pursuant to the terms herein. This Lease is subject to A.R.S. § 38-511 and may be canceled by Lessee pursuant thereto without any penalty or liability to Page 3 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona Lessee. 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 (other than the payment of Rent due prior to termination date). County and State fiscal years end June 30, Federal fiscal year ends September 30. 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 Lessee’s termination of this Lease pursuant to this Section 6. 7. LEASEHOLD IMPROVEMENTS: The Lessee agrees that no leasehold improvements, alterations or changes of any nature, shall be made to the leased Premises or the exterior of the building except as described in Section 2.15 hereinabove. Nothing in the Lease shall be construed to authorize Lessee or any other person acting for the Lessee to encumber the rents of the Premises or the interest of the Lessee in the Premises or any person under and through whom the Lessee has acquired its interest in the Premises with a mechanic’s lien or any other type of encumbrance. Under no circumstance shall Lessee be construed to be the agent, employee or representative of Lessor. In the event a lien is placed against the Premises through actions of the Lessee, Lessee will promptly pay the same or bond against the same and take steps immediately to have such lien removed. If Lessee fails to have the Lien removed after notice to Lessee, Lessor shall take steps to remove the lien and Lessee shall pay Lessor for all expenses related to the Lien and removal thereof. If Lessee does not remove such lien or pay Lessor its expenses for such removal, Lessee shall be in default of this Lease. 8. LICENSES AND PERMITS: A copy of any and all local, state or federal permits acquired by the Lessee and necessary for the use of the Premises, shall be kept on site at all times, and shall be readily accessible and produced to the Lessor and/or his agents or any local, state, or federal officials upon demand. 9. MAINTENANCE: The Lessee shall be responsible for all minor repairs and maintenance of the Premises, including but not limited to, the replacement of light bulbs and clearing/plunging of toilets. Lessee shall properly maintain the Premises in a good, safe and clean condition and shall properly and promptly remove all rubbish and see that the same are properly disposed of according to all local, state or federal laws, rules regulations or ordinances. Except for those obligations with respect to the maintenance of the Premises set forth in this Section 9 and any of Lessee’s indemnification obligations set forth in this Lease, Lessor shall, at its sole cost and expense, maintain the building and Property in good condition and repair and will provide general maintenance for the plumbing, electrical and HVAC systems in the Premises. In addition, Lessor shall maintain all of the structural components of the Building and the roof of the Building. Lessor shall keep the exterior grounds on the Property, Playground Area and all Common Areas clean and free from trash and other rubbish. Lessor shall be primarily responsible whenever needed for the maintenance and general pickup of the entranceway leading into the leased Premises, so that this is kept in a neat, safe and presentable condition. Page 4 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona The Lessee shall, during the term of this Lease, and in the renewal thereof, at its sole expense, keep the interior of the Premises in as good a condition and repair as it is at the date of this Lease, reasonable wear and tear excepted. Lessee shall expressly not be allowed to keep or maintain any hazardous waste materials, contaminants, explosives or hazardous materials onto or retain on the Premises. Lessee shall also be responsible for the cost, if any, which would be incurred to bring its contemplated operation and business activity into compliance with any law or regulation of a federal, state or local authority. 10. INSURANCE: Lessor acknowledges that Lessee is self-insured. Lessee shall provide Lessor a Certificate of Insurance upon request. 11. SUBLET/ASSIGNMENT: The Lessee may not transfer or assign this Lease, or any right or interest hereunder or sublet said leased Premises or any part thereof without first obtaining the prior written consent and approval of the Lessor. 12. DAMAGE TO LEASED PREMISES: In the event the building housing the Premises shall be destroyed or damaged as a result of any fire or other casualty which is not the result of the intentional acts or neglect of Lessee and which precludes or adversely affects the Lessee’s occupancy of the leased Premises, then in every such case, the rent herein set forth shall be abated or adjusted according to the extent to which the leased Premises have been rendered unfit for use and occupation by the Lessee and until the demised Premises have been put in a condition at the expense of the Lessor, at least to the extent of the value and as nearly as possible to the condition of the Premises existing immediately prior to such damage. It is understood, however, that in the event of total or substantial destruction to the Premises that in no event shall the Lessor's obligation to restore, replace or rebuild exceed an amount equal to the sum of the insurance proceeds available for reconstruction with respect to said damage. In either of the situations described in this Section 12, Lessee shall have the option to immediately terminate the Lease with no liability or further obligation of Lessee. 13. DEFAULT: It shall be a breach of this Lease and an event of default if Lessee shall fail to pay said rent, and expenses as set forth herein, or any part thereof, when the same are due and payable, or shall otherwise be in default of any other terms of said Lease 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. Upon the occurrence of any default, that is not cured, by Lessee, Lessor may terminate this Lease and Lessor may, but shall not be required to, exercise any remedies now or hereafter available to Lessor at law or in equity. It shall be a breach of this Lease and an event of default if Lessor shall fail to observe or perform any of the material covenants, conditions or provisions of this Lease to be observed or performed by Lessor, where such failure shall continue for a period of thirty (30) days after Lessor receives written notice thereof from Lessee, or such additional Page 5 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona 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. In the event Lessor fails to perform any of its material obligations under this Lease and is in default, Lessee may, at its option, terminate this Lease. Further, upon the occurrence of any default by Lessor, Lessee may, but shall not be required to, exercise any remedies now or hereafter available to Lessee at law or in equity. In the event any legal action has to be instituted to enforce any terms or provisions under this Lease, then the prevailing party in said action shall be entitled to recover reasonable attorneys’ fees. 14. 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 attorney’s fees) (hereinafter collectively referred to as “claims”) arising out of the negligent performance of this Agreement, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence, misconduct or other fault of the indemnitor, its officers, officials, agents, employees or volunteers. 15. SUBORDINATION AND ATTORNMENT: Upon written request of the Lessor and within thirty (30) days, Lessee will subordinate its rights, in writing in substantially the same form as the attached Exhibit “C”, attached hereto and by this reference made a part hereof, hereunder to the lien of any mortgage now or hereafter in force against the Property 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 Property provided, however, that in such case the holder of such mortgage, or the Lessor under such Lease shall agree that this Lease 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 Lease. Lessee agrees that this Lease shall remain in full force and effect notwithstanding any such default proceedings under said mortgage or obligation secured thereby. 16. ESTOPPEL CERTIFICATES: Within thirty (30) days after written request from Lessor, Lessee shall execute and deliver to Lessor or Lessor’s designee, a written statement in substantially the same form as Exhibit “D” 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 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. Page 6 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona 17. DELEGATION OF AUTHORITY. Since this Lease will require administrative action, including execution of documents, from time to time to carry out the intent of the Lease, both the Deputy County Manager for Maricopa County and the Real Estate Director for Maricopa County each, individually and separately, 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. 18. MISCELLANEOUS TERMS: 18.1 Usage by Lessee: Lessee shall not conduct or permit to be conducted upon the Premises any business or permit any act which is contrary to or in violation of any law, rules or regulations and requirements that may be imposed by any authority or any insurance company with which the Premises is insured, nor will the Lessee allow the Premises to be used in any way which will invalidate or be in conflict with any insurance policies applicable to the Property. 18.2 Condition of Premises/Inspection by Lessee: The Lessee has had the opportunity to inspect the Premises. Furthermore, the Lessor makes no representation or warranty with respect to the condition of the Premises or its fitness or availability for any particular use. Furthermore, the Lessee represents that Lessee has inspected the Premises and is leasing and will take possession of the Premises with all current fixtures present in their “as is” condition as of the date hereof. 18.3 Right of Entry: Only with prior reasonable notice to and approval of Lessee, it is agreed and understood that the Lessor and its agents shall have the complete and unencumbered right of entry to the Premises for purposes of inspecting or showing the Premises and for the purpose of making any necessary repairs to the building or equipment as may be required of the Lessor under the terms of this Lease or as may be deemed necessary with respect to the inspection, maintenance or repair of the building. 19. HOLDOVER: Should Lessee remain in possession of the Premises after the cancellation, expiration or sooner termination of the Lease, or any renewal thereof, without the execution of a new lease or addendum, such holding over in the absence of a written agreement to the contrary shall be deemed to have created and be construed to be a tenancy from month to month, terminable upon thirty (30) days’- notice by either party. 20. 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. 21. 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. 22. NOTICES: Payments and notices shall be addressed to the following: Page 7 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona Lessor: Child Crisis Arizona Torrie A. Taj 817 N Country Club Mesa, Arizona 85201 Lessee: Maricopa County Human Services Department Attn: Early Education Division Asst. Director 2150 S. Country Club Drive, #7 Mesa, AZ 85210 With copy to: Maricopa County Real Estate Department Attn: Director 2801 W. Durango Street Phoenix, AZ 85009 23. AMENDMENT: No amendment of this Lease shall be effective unless reduced to writing and subscribed by the Parties with all the formality of the original. 24. BINDING EFFECT: This Lease and any amendments thereto shall be binding upon the Lessor and the Lessee and/or their respective successors, heirs, assigns, executors and administrators. 25. 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, copied and electronically transmitted signatures are acceptable as original signatures. 26. TIME IS OF THE ESSENCE. Time is of the essence of this Lease. 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. 27. NO PARTNERSHIP OR JOINT VENTURE. Nothing contained in this Lease shall create any partnership, joint venture or other arrangement between Lessor and Lessee. 28. ENTIRE AGREEMENT. This Lease, 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 Page 8 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona herein, and those agreements that are executed contemporaneously herewith. This Lease shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the party drafting this Lease. Lessor and Lessee have reviewed this Lease and have had the opportunity to have it reviewed by legal counsel. 29. AUTHORITY TO EXECUTE. Lessor warrants that the person who is executing this Agreement 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. Lessor further agrees that simultaneous with execution of this Lease, Lessor shall provide proof of legal authority to execute this Lease. 30. 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. 31. 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 Lease. 32. NOT BINDING UNTIL SIGNED. Submission of this instrument for examination shall not bind Lessor or Lessee in any manner, and no agreement or obligation on Lessor or Lessee shall arise until this Lease is executed and delivered by both Lessor and Lessee. 33. TRANSFER/SALE OF PROPERTY. Lessor agrees that the Lessor will not transfer/sell said Property unless said transfer/sale is subject to the terms and conditions of this Lease then in effect. Lessor shall notify Lessee in writing via certified mail within thirty (30) days of the transfer/sale date. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 9 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona L-7478 C-22-18-_____-L-00 IN WITNESS WHEREOF, the Parties have executed this LEASE as of the last date written below. LESSOR: LESSEE: Child Crisis Arizona, an Arizona Maricopa County Non-profit corporation ________________________________ _______________________________ Torrie Taj, Steve Chucri, Chief Executive Officer Chairman, Board of Supervisors ________________________________ Date ATTEST: ________________________________ Clerk of the Board Date APPROVED AS TO FORM: ________________________________ Deputy County Attorney Date Page 10 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona L-7478 C-22-18-_____-L-00 Exhibit “A” Property 817 N Country Club, Mesa, AZ 85201 Page 11 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona L-7478 C-22-18-_____-L-00 Exhibit “B.1” Premises Page 12 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona L-7478 C-22-18-_____-L-00 Exhibit “B.2” Premises Page 13 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona L-7478 C-22-18-_____-L-00 Exhibit “C” SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT CERTIFICATE for LEASE AGREEMENT NO. L-7478 THIS AGREEMENT dated the ________day of _______________________, 20_____ between (__________________________________________name of lender____________________________________________) (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 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 (_________Define_________) in the sum of $_________________ secured by a [choose one: Deed of Trust, Mortgage or Deed to Secure Debt], 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 Agreement, 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, in consideration and the sum of $10.00 by each party in hand paid to the other, 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 Deed of Trust 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 Page 14 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona 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 Deed of Trust 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, including a new lease upon the same terms and conditions as the said Lease, 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, or otherwise adversely affect the said Lease and the obligations of Lessee thereunder by reason of any such foreclosure proceeding. 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 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 nay 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 Agreement 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 the Maricopa County Board of Supervisors in Section 15 of the Lease. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 15 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona L-7478 C-22-18-_____-L-00 IN WITNESS WHEREOF the parties hereto have executed these presents the day and the year first above written. Executed this ________ day of _______________________, 2018. LESSEE: Maricopa County, a political subdivision of the state of Arizona ______________________________________________ By: [Name] Director, Maricopa County Real Estate Department APPROVED as to FORM: _______________________________________________ Deputy County Attorney Date The terms of the above Agreement are hereby consented and agreed to by Owner/Lessor: LESSEE: Child Crisis Arizona, an Arizona non-profit corporation ____________________________________ [Name], [Title] Date LENDER: [Name] ____________________________________ [Name], [Title] Date Page 16 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona L-7478 C-22-18-_____-L-00 Exhibit “D” TENANT ESTOPPEL CERTIFICATE for LEASE AGREEMENT NO. L-7478 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 Tenant under a lease agreement (hereinafter the “Lease”) with, as Lessor dated ________________________, 2018 covering the premises described as: a lease located at ______________________________________. The Premises are more fully described in the attached fully executed copy of the Lease agreement (and all amendments or modification thereto, if any) and Exhibit “A” of said Lease agreement. Other than as set forth above, there are no other modifications or amendments to the lease. 2. The Premises have been accepted by the Tenant; and the Tenant now occupies the Premises pursuant to the Lease terms. The commencement date for the term of the Lease is _______________________, 2018. 3. The Lease will expire __________DATE___________ 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 improvement work, if any, as required under the terms of the Lease. 5. Tenant 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. Tenant 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 Tenant has made no security deposit. Page 17 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona 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. Tenant has no right or option to purchase any portion of the real property upon which the Premises are situated. 10. Tenant 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. Tenant 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 the Maricopa County Board of Supervisors in Section 16 of the Lease. The Tenant 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. Executed this ______ day of _____________________, 20____. Lessee: Maricopa County __________________________________ By: [Name] Director, Maricopa County Real Estate Department APPROVED as to FORM: _______________________________________________ Deputy County Attorney Date Page 18 of 18 LEASE AGREEMENT L-7478 Child Crisis Arizona