LEASE AGREEMENT WITH VALOR ON 8TH.PDF

Lease No. L-7474
C-22-18-044-1-00
LEASE AGREEMENT
LEASE NO. L-7474
THIS LEASE AGREEMENT (“Lease”) is entered into as of the date last executed below (the
“Effective Date”), between Valor on Eighth, LLC, a Wisconsin limited liability company
(“Lessor”) which has obtained a Certificate of Registration from the Arizona Office of Corporation
Commission (“ACC”) on February 13, 2015 and is in good standing with the ACC as of the
Effective Date, and Maricopa County, a political subdivision of the State of Arizona (“Lessee” or
“County”). Lessor and Lessee may collectively be referred to herein as the “Parties”, or
individually as a “Party”.
Section 1. PREMISES.
1.1 Leased Premises. Lessor owns certain real property that is improved with a 50 unit
apartment building (the “Building”) and related improvements and that is commonly referred to
as 1001 E. 8th Street, Tempe, Arizona 85281 (the “Property”), as legally described on Exhibit “A”
attached hereto and made a part hereof. Lessor hereby leases to Lessee approximately 1,535 gross
square feet of office/class space (the “Premises”) within the Building, as depicted on Exhibit “B”
attached hereto and made a part hereof. In addition, throughout the term of this Lease and subject
to the terms of this Lease, Lessee shall have the exclusive right to use the “Head Start Play Area”
which is depicted on Exhibit “B” (the “Playground Area”) during the hours of 8:00 AM to 12:00
PM Monday through Friday, excepting State and National Holidays (such hours being the
“Exclusive Hours”). The Premises excludes the “Mechanical” area depicted on Exhibit “B” (the
“Mechanical Room”). Lessor reserves the right, upon reasonable advance notice to Lessee, to
enter the Premises for purposes of accessing the Mechanical Room to perform any inspections,
maintenance, repairs or other work necessary to use and operate the equipment therein.
1.2 Use of Premises. Lessee shall have exclusive use of the Premises for the operation of
Maricopa County Human Services Department Head Start Program (the “Program”), and for no
other purpose without the express written consent of Lessor. The Premises shall be used by County
staff, clients, patients, invitees, associated agency health care providers and strategic partners for
general business and clinical space relating to the Program only, which shall include, but not be
limited to: provision of Head Start and Early Head Start Program pre-school classes for eligible
children, parent meetings, employee training, during Program service delivery days/hours Monday
through Friday 7:00 AM to 5:00 PM. Lessee shall be solely responsible for obtaining all permits
and licenses required to operate the Program and to use the Premises for the purposes stated in this
Lease. Lessee shall have access to the Premises twenty-four (24) hours per day, seven (7) days per
week. Lessee is hereby granted a non-exclusive right to use in common with Lessor, other tenants
and occupants of the Property and other parties authorized by Lessor, their respective employees,
agents, contractors, customers and invitees, such sidewalks, hallways, the “Leasing Office” (as
designated on Exhibit “B”), “Restroom” (as designated on Exhibit “B”) and other common areas
and facilities on or about the Property as Lessor shall from time to time designate for common use,
if any (“Common Areas”). The Common Areas shall exclude any portions of the interior of the
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Building in which the Premises is located other than the “Breezeway” area depicted on Exhibit
“B”. Lessee’s use of the Common Areas shall be subject to such that Lessor may adopt from time
to time and Lessee’s use of the Leasing Office and Restroom shall not interfere with Lessor’s
operation and management of the Property.
1.3 Parking. Lessee, without charge or fee to Lessee other than the payment of Rent, shall
have use of up to five (5) unreserved parking spaces in the Property’s parking lot on a first come
first served basis (i.e. subject to Lessor, any other tenant or permitted user of such parking spaces
already occupying the same) provided however, that Lessor shall not be obligated to identify any
parking spaces on the Property for Lessee’s use and it shall not be a default by Lessor if such
parking spaces are not available for use by Lessee. Lessor shall be entitled to monitor and enforce
the parking limits set forth in this Lease by any means permitted by law.
1.4 Pickup/Drop-off Area. Lessee clientele shall be permitted pick up and drop off privileges
for up to ten (10) minutes just south of the Building (the “Pick up/Drop off Area”) as depicted on
the attached Exhibit “B”, attached hereto and made a part hereof. Lessee’s use of the Pick-up/Drop
off Area may not interfere with access to and from any of the parking spaces on the Property or
otherwise interfere with Lessor’s operation of the Property.
1.5 Playground Area. Lessee shall be entitled to use the Playground Area during Lessee’s
normal business, hours and during the Exclusive Hours, shall have the exclusive use of the
Playground Area. At all times other than the Exclusive Hours, tenants of the Building and their
guests and invitees shall also be entitled to access and use the Playground Area. Use of the
Playground Area shall be subject to such rules and regulations which Lessor may adopt from time
to time. Lessor may, at any time, close all or portions of the Playground Area to allow Lessor to
perform maintenance to the same and such closure shall not be a default by Lessor under this
Lease.
Section 2. TERM.
2.1 Term. The initial term of this Lease shall commence on the Effective Date and shall expire
five (5) years from the Effective Date (as the same may be extended by the terms of this Lease,
the “Term”) unless terminated earlier as provided for herein.
2.2 Option to Renew. Lessor and Lessee may extend the term of this Lease for up to two (2)
five (5) year terms (each being an “Extension Term”), provided that Lessee delivers Lessor a
written notice prior to the date which is six (6) months prior to the expiration of the then current
Term requesting that the parties negotiate the terms of such extension. The date on which such
notice is delivered is the “Extension Notice Date.” For ninety (90) days after the Extension Notice
Date (the “Extension Negotiation Period”), Lessor and Lessee shall use reasonable efforts to
negotiate the terms of an extension of the Lease, including rental rates and other terms. If, within
in the Extension Negotiation Period, Lessor and Lessee shall have mutually agreed on the final
terms of an amendment to this Lease setting forth the terms on which this Lease shall be extended
(an “Extension Amendment”), then the terms of the negotiated Extension Amendment shall
determine the terms on which this Lease is extended for such Extension Term provided that the
Extension Amendment is executed and delivered by the parties prior to the expiration of the then
current Term. If no such Extension Amendment is agreed to in writing before the expiration of
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the current Term, then this Lease shall terminate at the end of the then current Term.
Notwithstanding the foregoing, nothing in this Section 2.2 is intended to prevent the parties from
expressly agreeing to extend the Lease by a written amendment to this Lease that is agreed upon
and executed in any manner or time frame other than was is set forth in this Section 2.2.
Section 3. CONSIDERATION.
3.1 Rent. Lessee shall pay to Lessor as base rent for the Premises, $1.00 (One Dollar) per year
(“Base Rent”). Base Rent for the entire initial term of the Lease shall be due and payable within
30 days of receipt of invoice. In addition to Base Rent, Lessee shall pay all other costs and expenses
required to be paid by Lessee under this Lease (such payments being “Additional Rent” and
together with Base Rent, “Rent”). Additional Rent shall include any payments which Lessee is
required to make, including reimbursements, to Lessor pursuant to this Lease.
3.2 Operating Expenses. Lessee shall not be obligated to pay Lessor for the costs of insurance
or property taxes for the Property.
3.3 Security Deposits. No security deposit is required.
Section 4. INSURANCE
4.1 Lessee represents and Lessor acknowledges that Lessee is self-insured.
4.2 Lessee shall provide Lessor a certificate of Insurance upon execution of this Lease.
Section 5. MAINTENANCE/UTILITIES.
5.1 Utilities. Lessee shall be financially responsible for the cost of electricity service and other
utility services provided to the Premises as set forth herein. Lessor shall be responsible for the
initial payment of such utility services, and Lessee shall be obligated to reimburse Lessor for
Lessee’s Proportionate Share of such utilities as Additional Rent.
From the Effective Date through June 30, 2019, notwithstanding anything to the contrary in this
Lease, (a) Lessee shall pay $100.00 per month for utilities, which amount shall be prorated for any
partial month included at the beginning of the Term; (b) from July 1, 2019 through June 30, 2020,
Lessee shall pay the lesser of (i) $500.00 per month for utilities or (ii) Lessee’s Proportionate Share
of the actual cost of utilities consumed in the Shared Building Areas (defined below) of the
Building; and (c) from July 1, 2020 through the end of the Lease Term, Lessee shall pay the
Lessee’s Proportionate Share of the actual cost of utilities consumed in the Shared Building Areas.
Monthly utility payments shall be payable as follows: At the beginning of each month, Lessor shall
provide all utility bills and calculations of Lessee’s Proportionate Share (when applicable) to
Lessee with a monthly invoice for the amount due for utilities for the prior month and Lessee shall
pay the amount stated on such invoice within 30 days of receiving such invoice and required
backup information from Lessor.
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Lessee’s “Proportionate Share” shall mean 4.2%, which shall be adjusted if the size of the Premises
increases or decreases and represents the total percentage of gross floor which is included in the
Premises in relation to that of the non-apartment unit areas included in the Building (the “Shared
Building Areas”).
Utilities subject to this section shall include, but not be limited to electricity, gas, trash, water, and
sewer services fees. Lessee shall be solely responsible for arranging for service for and for the
payment of its use of the following services to the Premises: phones, internet services (to include
internet and phone wiring) and security systems. Lessor shall not be liable for any failure to
furnish, or interruption to or quality or quantity of, any utility or service provided at the Premises,
and Lessee hereby waives any right or claim for damages, and hereby agrees that Lessee shall not
be relieved of any obligation to pay Rent or perform any other obligation under this Lease, and
that such failure, interruption or quality or quantity shall not under any circumstances constitute
an actual or constructive eviction of Lessee unless such failure is due to the intentional misconduct
of Lessor. Lessee shall comply with all rules and regulations that Lessor may reasonably establish
for the provision of services and utilities, and shall comply with all requirements any governmental
authority or utility shall mandate for energy conservation and cooperate with all reasonable
conservation practices established by Lessor. Lessor shall be entitled to put a control box on the
thermostat for the Premises and limit which Lessee employees or staff can control the temperature
for the Premises. Lessor shall have access to the Premises, at reasonable times, to inspect, repair
or replace all mechanical, electrical, plumbing and HVAC systems therein. Notwithstanding
anything to the contrary contained in this Lease, Lessor may, with advance notice to Lessee, or
without notice in the case of an emergency, temporarily cut off and discontinue gas, water,
electricity and any or all other utilities or services whenever such discontinuance is necessary in
order to make repairs or alterations to any portion of the Property.
5.2 Maintenance. Lessee shall maintain the interior of the Premises at its sole cost and
expense in the same condition as existed on the Effective Date, excepting ordinary wear and tear.
All maintenance, repairs and replacements shall be equal in quality to the original improvements
installed from time to time (as determined by Lessor in its reasonable discretion), shall be made
either by (a) a qualified employee of Lessee or (b) by a licensed, bonded and insured contractor
approved in writing in advance by Lessor and shall be made only at the time or times approved
by Lessor. If the Lessor determines that the Lessee has failed to perform the maintenance
obligations required by this Lease, Lessor shall give Lessee fifteen (15) days’ notice, then Lessor
may, but shall not be obligated to, perform such obligations on behalf of Lessee and at Lessee’s
expense, and Lessee shall promptly reimburse Lessor for all costs and expenses incurred within
sixty (60) days after receipt of an invoice from Lessor and upon approval by the Maricopa
County Board of Supervisors. Non-payment of any costs and expenses invoiced to Lessee
within such sixty (60) day period shall be a default by Lessee under this Lease. Prior to
performing any obligations on behalf of Lessee under this paragraph, Lessor shall use good faith
efforts to notify Lessee of the repairs it intends to make and the cost of such repairs, and if
Lessee notifies Lessor that it intends to commence performance of such obligations prior to
Lessor beginning work on maintenance items, Lessor shall suspend its activities with respect to
the same, reserving the right to resume them if Lessee fails to diligently perform the obligations
as required by this Lease. Except for those obligations with respect to the interior maintenance
of the Premises set forth above in this Section 5.2 and any of Lessee’s indemnification
obligations set forth in this Lease, Lessor shall, at its sole cost and expense, maintain the
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Building and Property in good condition and repair and in accordance with sound management
practices for similar properties (“Management Practices”), and will provide general maintenance
of the plumbing, electrical and HVAC systems in the Premises and the Building in accordance
with Management Practices. In addition, Lessor shall maintain all of the structural components
of the Building and the roof of the Building in accordance with Management Practices. Lessee
shall be solely responsible for cleaning and other janitorial service to the Premises. Lessor shall
keep the exterior grounds on the Property, Playground Area and all Common Areas clean and
free from trash and other rubbish.
Section 6. IMPROVEMENTS.
6.1 Tenant Improvements. Prior to Lessee’s occupancy of Premises, Lessor shall be
responsible for permitting, procurement, construction and project management to deliver, to the
reasonable satisfaction of Lessee, the improvements as listed in Section 6.1 herein (“Tenant
Improvements”) and further clarified in Exhibit “D” which is attached hereto and made a part
hereof. As Lessor is not a licensed contractor, Lessor shall retain a licensed contractor
(“Contractor”) to complete the Tenant Improvements. Lessor shall pay the Contractor directly for
the Tenant Improvements and administer said contract with Lessor’s standard procedures as part
of such project management. If required, plans for Tenant Improvements and construction must be
submitted by Lessor to all required permitting agencies with jurisdiction, for approval in
accordance with the customary permitting process. Following approval of the plans by
governmental authorities and receipt of all required permits, Lessor shall authorize the Contractor
to commence construction of the Tenant Improvements. 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, the Uniform Federal
Accessibility Act of 1983 and the Arizona Native Plant Law. 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
any governmental authority.
6.2 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 its subcontractors to maintain equivalent insurance based in their trade and participation in
the work.
6.3 Obtaining all required permits and approvals for construction of the Tenant Improvements
shall be the responsibility of Lessor, the cost of which, including any other soft costs for design
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and obtaining permits and approvals, shall be reimbursed to Lessor through the TI Funds as
hereafter defined. Lessor shall be responsible for identifying all required permits and approvals.
6.4 NOTICE IS HEREBY PROVIDED that Lessee, or any of its departments, does not have
the authority to perform technical review or approval of the plans for the Tenant Improvements. It
is the responsibility of Lessor to determine these requirements. Lessor acknowledges that Lessee,
or any of its departments, does not have the authority or ability to issue permits or licenses as
required pursuant to this Lease or other permitting or licensing agency and the determination of
whether Lessor is in compliance with the permitting and licensing requirements is with the
respective permitting or licensing agency. The execution of this Lease shall not be considered
approval of any permit or license by Maricopa County.
6.5 The term “Substantially Completed” or any grammatical variation thereof, when used in
this Lease, shall mean that the Tenant Improvements have been completed and delivered to Lessee
for Lessee’s use and/or installation of Lessee’s furniture and fixtures with the exception of Punch
List Items (as hereinafter defined) which can be fully completed subsequent to the date the City of
Tempe completes its final inspection.
6.6 Within ten (10) business days after Substantial Completion of the Tenant Improvements,
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 (“Punch List Items”), setting forth all
corrective work to the Tenant Improvements which Lessee believes is required to be performed.
Lessor shall perform all such corrective work to the extent necessary to complete construction of
the Tenant Improvements. If Lessee does not provide a Punch List within such ten (10) business
day period, Lessee shall be deemed to have accepted the Tenant Improvements in their entirety.
6.7 Lessee hereby designates Chrisanda DeBois as its representative and agent for the purpose
of questions associated with the Tenant Improvements.
Maricopa County Human Services Department
Attn: Head Start Nurse/Health & Safety
2150 S. Country Club Drive, #7
Mesa, AZ 85210 480.464.9669 x294
DEBOISC@mail.maricopa.gov
6.8 Upon Substantial Completion of the Tenant Improvements, and further clarified in the
attached Exhibit “D”, and within thirty (30) business days of receipt of invoice, Lessee shall pay
to Lessor the actual cost of Tenant Improvements up to an amount not to exceed Twenty Thousand
and No/100 Dollars ($20,000.00) (“TI Funds”). No supervisory fee or reimbursements will be
charged by Lessor for review or approval of Tenant Improvement plans and/or supervision of
construction.
Section 7. RETURN OF PREMISES.
At the expiration or termination of the Lease, Lessee will leave the Premises in as good and clean
a condition as it was delivered to Lessee at the beginning of the Term, normal wear and tear
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excepted, and shall remove all Lessee’s furniture, furnishings and equipment as well as Lessee’s
Alterations (defined in Section 17), unless, as a condition of approval of the same, Lessor expressly
allows such Lessee’s Alterations to remain at the expiration or termination of this Lease.
Section 8. ASSIGNMENT.
Lessee will not assign this Lease, or sublet the Premises without the prior written consent of Lessor
which consent may be withheld in Lessor’s sole discretion. This Lease shall be binding upon the
Parties hereto and their respective heirs, successors and assigns.
Section 9. ENTRY.
Lessor shall have the right, but not the obligation, to inspect the Premises at reasonable times after
reasonable notice to Lessee. Lessor shall also have the right of entry without notice in the event of
an emergency that may, in the Lessor’s sole discretion, endanger the life or safety of the Building
and/or its occupants. With prior notice to Lessee, Lessor shall have the right of entry to the
Premises if Lessor has reason to believe that Lessee has failed to maintain the Premises in the
condition required by this Lease for purposes of determining if such failure exists.
Section 10. NOTICE.
All notices herein required to be given to Lessor in writing via certified mail with return-receipt
requested or overnight by a nationally recognized delivery service (e.g. Federal Express, UPS)
with confirmation receipt requested, and all payment of Rent shall be sent to Lessor at:
Valor on Eighth, LLC
c/o Gorman Holdings, Inc.
Attn: President
200 N. Main St.
Oregon, Wisconsin 53575
With a copy to (other than payments of Rent):
Reinhart Boerner Van Deuren s.c.
Attn: Stephen Elliott
1000 N. Water St. Suite 1700
Milwaukee, Wisconsin 53202
Wincopin Circle LLLP
c/o Enterprise Community
Asset Management, Inc.
70 Corporate Center
11000 Broken Land Parkway, Suite 700
Columbia, Maryland 21044
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Kenneth S. Gross, Esq.
Gallagher Evelius & Jones LLP
218 North Charles Street, Suite 400
Baltimore, Maryland 21201
All notices herein required to be given to Lessor in writing via certified mail with return-receipt
requested or overnight by a nationally recognized delivery service (e.g. Federal Express UPS) with
confirmation receipt requested shall be sent to Lessee at:
Maricopa County Human Services Department
Attn: Early Education Division Asst. Director
2150 S. Country Club Drive, #7
Mesa, AZ 85210
With a copy to:
Maricopa County Real Estate Department
Attn: Director
2801 W. Durango Street
Phoenix, AZ 85009
Any and all notices, demands, requests, submissions, approvals, consents, or other
communications or documents required to be given, delivered or served or which may be given,
delivered or served under or by the terms and conditions of this Lease shall be deemed to have
been delivered on: (a) in the case of certified mail with return-receipt requested, the earlier of
(i) the date of delivery to recipient set forth on the return-receipt or (ii) the date that is three (3)
business days after being deposited with the U.S. Mail by sender; or (b) in the case of overnight
delivery with confirmation receipt requested, on the earlier of (i) the date of delivery set forth on
the confirmation receipt or (ii) one (1) business day after being deposited with such service by
sender. Any party may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other party notice in the manner herein
set forth, but such notice shall be effective only on receipt. Any party's attorney may give any
notice on such party's behalf.
Section 11. INDEMNIFICATION; WAIVER OF SUBROGATION.
11.1 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 any
breach of this Lease by such indemnitor or the use or occupancy of the Premises or Property, but
only to the extent that such claims which result in vicarious/derivative liability to the indemnitee
are not due to the acts, omissions, negligence, misconduct, or other fault of the indemnitee, its
officers, officials, agents employees, or volunteers. The indemnification obligations in this Lease
shall survive the expiration or termination of this Lease.
11.2 Lessee shall store its property (including, without limitation, its FFE (defined in Section
17) in and shall occupy and use the Premises and any improvements therein and appurtenances
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thereto, and all other portions of the Property, solely at their own risk. Lessor shall not be liable
at any time for any loss of life, or injury or damage to any person or to any property or business of
Lessee, including without limitation those caused by, or resulting from, the bursting, breaking,
leaking, running, seeping, overflowing or backing up of water, steam, gas, sewage, snow or ice
from or in the roof, walls, basement or any other part of the Property, events beyond the parties
control (including, but are not limited to, acts of God, war, civil commotion, labor disputes, strikes,
fire, flood or other casualty, shortages of labor or material, government regulation or restriction,
terrorism, and weather conditions), gas, fire, oil, electricity or similar hazard, or resulting from any
defect or negligence in the occupancy, construction, operation or use of the Building Property or
any of the improvements, fixtures, equipment, machinery, appliances or apparatus therein, and
Lessee, hereby releases Lessor, to the fullest extent permitted by law, from all such claims.
Furthermore, Lessor shall not be responsible or liable at any time to any of the Lessee any claims
that may be occasioned by any failure of Lessor to comply with any of the terms of its leases or
occupancy agreements, or that may be occasioned by or through the acts, omissions or negligence
of same, and Lessee hereby expressly waives any claims for such damages against Lessor. In
addition, Lessor shall not be liable to Lessee, and Lessee for itself and any of its insurers, hereby
releases Lessor from liability and waives any and all of their respective claims against Lessor
(including without limitation any right of subrogation), for any loss or damage to Lessee's
Alterations and other leasehold improvements and personal property covered (or that could be
covered) by any insurance policy available to Lessee with respect to such loss, including self-
insurance, regardless of the cause, including without limitation any of the causes set forth above.
Lessee shall cause any insurance policies it holds to contain or be endorsed with a provision by
which the insurer shall waive its right of subrogation against Lessor to the extent rights have been
waived by the insured before the occurrence of injury or loss. The foregoing provisions shall
survive the termination of this Lease.
Section 12. TERMINATION.
12.1 General. This Lease may be terminated with ninety (90) days advanced written notice in
accordance with Section 10 above from either Party to the other. Provided however that, Parties
agree that, in the event of an early termination of the Lease, Lessor shall reimburse Lessee an
amount prorated for the remaining months of the initial Term of the Lease (i.e. the first sixty (60)
months), all such payments to be made within 30-days of the termination date. In other words,
with respect to the prorated amount, Lessor shall pay Lessee the actual cost (“Cost”) of the Tenant
Improvements divided by the number of months of the initial Term (60), multiplied by the number
of months remaining for the initial Term of the Lease at the time of the termination.
12.2 Conflicts. This Lease is subject to A.R.S. § 38-511 and may be canceled by Lessee
pursuant thereto without any penalty or liability to Lessee.
12.3 Non-Appropriation of Funds. This Lease may be terminated by Lessee at the end of any
fiscal year due to non-appropriation of funds without any penalty or liability to Lessee (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
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or relating in any way to Lessee’s termination of this Lease pursuant to these Sections 12.1, 12.2
and 12.3.
Section 13. DEFAULT; REMEDIES.
13.1 Lessee Default. Each of the following shall constitute a breach of this Lease and an event
of default by Lessee (“County Event of Default”) hereunder:
(a) Lessee assigning or subleasing the Premises without Lessor’s prior written consent.
(b) Lessee’s failure to observe or perform any of the covenants, conditions or
provisions of this Lease to be observed or performed by Lessee, other than as described in
Subsection 13.1(a) or 13.1(b), 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 and at any time
thereafter, Lessor may, but shall not be required to, terminate this Lease. 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 Lease and
an event of default by Lessor (“Lessor Event of Default”) hereunder:
(a) Lessor’s failure to observe or perform any of the material covenants, conditions or
provisions of this Lease to be observed or performed by Lessor, where such failure shall
continue for a period of thirty (30) days after Lessor receives written notice thereof from
Lessee, or such additional period of time thereafter as Lessor and Lessee may agree in
writing and may be reasonably necessary under the circumstances to cure such default if
Lessee 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 Lease and is in default pursuant to Section 13.3 of this Lease, Lessee may, at its option,
terminate this Lease. Further, upon the occurrence of any Lessor Event of Default and at any time
thereafter, Lessee may, but shall not be required to, exercise any remedies now or hereafter
available to Lessee at law or in equity.
13.5 Attorneys’ Fees and Costs. In the event Lessor or Lessee resort to legal proceedings to
enforce any right under this Lease or to obtain relief for any default by the other party, the party
prevailing in such proceedings shall be entitled to recover from the defaulting party the costs
thereof, including reasonable attorneys’ fees and costs.
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Section 14. SUBORDINATION AND ATTORNMENT.
14.1 This Lease shall be automatically subordinate to any ground lease, deed of trust or mortgage
which encumbers the Property as of the Effective Date and to all renewals, modifications,
consolidations, replacements and extensions of the same, regardless of whether or not an SNDA
(defined in Section 14.2) is executed for such ground lease, deed of trust or mortgage. Lessee
expressly acknowledges that unless an SNDA is executed and delivered by Lessee and the current
beneficiary of any existing deed of trust or current mortgagee under any existing mortgage, such
beneficiary or mortgagee shall have no obligation to not disturb Lessee’s use and occupancy of
the Premises while enforcing its rights against Lessor and may, to the fullest extent permitted by
law, terminate this Lease as part of its foreclosure of or enforcement of its rights under such deed
of trust or mortgage.
14.2 Upon written request of Lessee, Lessor shall request that the holder of any mortgage or the
beneficiary under any deed of trust encumbering the Property execute and deliver to Lessee a
subordination, non-disturbance and attornment agreement (“SNDA”) and Lessor shall cooperate
with Lessee to obtain the same. Lessee shall execute and deliver an SNDA to any future
mortgagees or beneficiaries under any future deeds of trust to subordinate this Lease to the same.
The holder of any security interest may, upon written notice to Lessee, elect to have the Lease
prior to its security interest regardless of the time of the granting or recording of such security
interest. Any SNDA shall include an agreement in writing providing that, as long as Lessee is not
in default hereunder, the Lease shall remain in effect notwithstanding any foreclosure sale, transfer
in lieu of foreclosure and that in the event of any foreclosure sale, transfer in lieu of foreclosure,
Lessee shall attorn to the purchaser or the transferee of Lessor as the case may be, and recognize
that party as Lessor under the Lease, provided such party acquires and accepts the Premises subject
to the Lease.
Section 15. ESTOPPEL CERTIFICATES.
15.1 Within thirty (30) days after written request from Lessor (for itself or for any other party),
Lessee shall execute and deliver to Lessor or Lessor’s designee, a written statement substantially
in the form of Exhibit “C” 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.
Section 16. GENERAL.
16.1 Lessor. The term “Lessor” as used herein includes the singular as well as the plural, the
masculine and feminine as well as the neuter.
16.2 Time is of the Essence. Time is of the essence of this Lease. The word(s) “day” or “days”
as utilized in this Lease 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
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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.
16.3 No Partnership or Joint Venture. Nothing contained in this Lease shall create any
partnership, joint venture or other arrangement between Lessor and Lessee. Except as may be
expressly provided herein, no term or provision of this Lease is intended or shall be for the benefit
of any person or entity not a party hereto, and no such other person or entity shall have any right
or cause of action hereunder.
16.4 Venue; Governing Law. The proper venue for any proceeding at law or in equity or under
the provisions for arbitration shall be Maricopa County, Arizona and the Lessor and Lessee hereby
waive any right to object to venue. This Lease shall be construed in accordance with and be
governed by the laws of the State of Arizona.
16.5 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 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. This Lease cannot be modified or changed except by a written
instrument executed by Lessor and Lessee. Lessor and Lessee have reviewed this Lease and have
had the opportunity to have it reviewed by legal counsel.
16.6 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.
16.7 Quiet Enjoyment. Lessor covenants that Lessee, upon paying all rent as provided herein
and upon complying with all of its other obligations hereunder, shall lawfully and quietly hold,
occupy and enjoy the Premises during the Term or any Extension 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 Lease.
16.8 Authority to Execute. Lessor warrants that the person who is executing this Lease 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.
16.9 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.
16.10 Headings. Sections and other headings contained in this Lease are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Lease.
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16.11 Cooperation. Lessor and Lessee agree to execute and/or deliver to each other such other
instruments and documents as may be reasonably necessary to fulfill the covenants and obligations
to be performed by Lessor and/or Lessee pursuant to this Lease.
16.12 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.
16.13 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 Lease is executed and delivered by both Lessor and Lessee.
16.14 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.
Section 17. CONDITION OF PREMISES; ALTERATIONS.
17.1 Lessor has made no representations or warranties of any kind regarding the Premises,
Property (including any Common Areas and the Playground Area) or Building, express or implied,
or about their fitness for Lessee’s intended use, and Lessee accepts all of the foregoing in their
“AS IS, WHERE IS” condition, with all faults. Lessee shall be solely responsible for the costs of
providing, installing, maintaining and replacing all furniture, furnishings and equipment (“FFE”)
necessary to allow Lessee to use and occupy the Premises. At the expiration or termination of this
Lease, Lessee’s obligations to surrender the Premises in the condition required by the Lease shall
include the removal of all FFE and the restoration of any portion of the Premises, Building or
Property that may be damaged as a result of such removal, to the condition required by this Lease.
Provided, however that nothing contained in this Section 17.1 shall apply or relate to Tenant
Improvements.
17.2 Lessee shall not make any modifications of any kind to the Premises (“Alterations”) without
Lessor's prior written consent, except such consent shall not be required for non-structural
alterations which are not visible from the exterior of the Building and which cost less than Two
Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate during any calendar
year. Alterations shall not include the initial installation of Lessee’s FFE. Lessee shall promptly
remove any Alterations constructed in violation of this Section on Lessor's written request and
restore the Premises to the condition it was in prior to such Alterations being completed. Unless
Lessor notifies Lessee in writing to the contrary as part of its approval of proposed Alterations, on
or before the Termination Date, Lessee shall, at its sole cost and expense, remove all Alterations
and repair all damage caused thereby. All Alterations shall be done in a good and workmanlike
manner, in conformity with all applicable laws. Lessee shall give Lessor at least twenty (20) days'
written notice prior to the commencement of any Alterations whether or not Lessor's consent
thereto is required.
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Section 18. RULES AND REGULATIONS. From time to time, Lessor may adopt and enforce
rules and regulations relating to use of the Common Areas and the Playground. Such rules and
regulations which Lessor may adopt shall be deemed to be a part of this Lease and Lessor shall
provide 10-day advanced written confirmation to Lessee of the existence of or modifications to
such rules and regulations from time to time. In the event of a conflict in the Community rules
and this Lease, provisions of this Lease controls. A violation of any such rules and regulations by
Lessee shall be a breach of this Lease, provided that Lessor provided Lessee with prior written
notice of such rules and regulations.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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Lease No. L-7474
C-22-18-044-1-00
IN WITNESS WHEREOF, the Parties have executed this LEASE as of the last date written below.
LESSEE:
Maricopa County
______________________________________
Steve Chucri
Chairman, Board of Supervisors
ATTEST:
_______________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
_______________________________________
Deputy County Attorney Date
[SIGNATURE OF LESSOR ON FOLLOWING PAGE]
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39493688v7

Lease No. L-7474
C-22-18-044-1-00
LESSOR:
Valor on Eighth, LLC, a Wisconsin limited liability company
By: Valor on Eighth MM, LLC, a Wisconsin limited liability company, its Managing Member
By: GEC VOE, LLC, a Wisconsin limited liability company, its Manager
By: Gorman Holdings, Inc., a Wisconsin corporation, its Manager
By:
Gary J. Gorman, its President
Page 16 of 21
39493688v7

Lease No. L-7474
C-22-18-044-1-00
Exhibit “A”
Property
LAND SITUATED IN THE COUNTY OF MARICOPA, STATE OF ARIZONA, AND IS
DESCRIBED AS FOLLOWS:
Lot 1, of Valor on Eighth, a subdivision recorded in Book 1285 of Maps, page 45, records of
Maricopa County, Arizona.
APN: 132-73-544, also known as 1001 E. 8th Street, Tempe, Arizona 85281
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39493688v7

Lease No. L-7474
C-22-18-044-1-00
Exhibit “B”
Depiction of the Premises, Drop-off Area and Playground
Page 18 of 21
39493688v7

Lease No. L-7474
C-22-18-044-1-00
Exhibit “C”
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L-74XX
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” [or “Buyer” or “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.
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.
39493688v7

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 15 and Section 16.14 of the Lease.
The Tenant understands and acknowledges that [Buyer/Lender] will rely on this Estoppel Certificate
in [acquiring the property on which the Premises is located] [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
__________________________________
Signature
Michelle Colby, SR/WA
Director, Real Estate Department
39493688v7

Lease No. L-7474
C-22-18-044-1-00
Exhibit “D”
Tenant Improvements
Main Room:
· Adding a new exit door in the kitchen where the refrigerator currently is. Adding new
exit sign and exterior lighting as required by code
· Moving refrigerator and ice maker plumbing to opposite kitchen counter area.
· Modifying existing kitchen counter and cabinetry as required.
· Patching drywall and flooring as required.
$5,618.04
Toddler Room:
· Relocating existing door, exist sign, exterior lighting on south wall to west wall adjacent
to sink.
· Cap off toilet drain.
· Patch former door location (brick veneer)
· Patching drywall and flooring as required.
$3,994.64
Toddler Room (additional):
· If existing plumbing in wall does not allow for door location next to existing sink,
relocate existing sink and locate new door where sink is currently.
$1,484.68
Exterior Parking:
· Remove existing parking striping and provide new striping (relocate existing parking
stalls)
· Relocate existing accessible parking stall signage as required by code.
· Extend (restripe) loading zone to 10’ wide.
$2,712.56
Parking Directional Striping:
· Provide new striping and signage for one-way markings.
$871.17
Walkway Fencing and Gates:
· Provide new painted 4’ high metal view fence with two gates at parking garage.
$4,527.68
Fees and Charges:
$886.20
39493688v7