2017-4-18 AMENDMENT NO 5 TO LEASE-PURCHASE AGREEMENT WITH INC -REV 10.DOC
Extracted text (via pymupdf_layout)
22727 characters
When recorded return to: Maricopa County Attn: Chief Real Estate Officer 2801 W. Durango Street Phoenix, Arizona 85009 FIFTH AMENDMENT TO LEASE-PURCHASE AGREEMENT BETWEEN MARICOPA COUNTY, ARIZONA, AS LESSOR AND HUMAN SERVICES CAMPUS, INC. AS SUCCESSOR IN INTEREST TO HUMAN SERVICES CAMPUS LLC, AS LESSEE AMENDING THE LEASE PURCHASE AGREEMENT RECORDED JANUARY 27, 2006, AS DOCUMENT NO. 2006-0123155 AND AMENDED BY THE FIRST AMENDMENT THERETO RECORDED JUNE 6, 2006, AS DOCUMENT NUMBER 2006-0764685 AND AMENDED BY THE SECOND AMENDMENT THERETO RECORDED OCTOBER 27, 2006, AS DOCUMENT NUMBER 2006-1422226 AND AMENDED BY THE THIRD AMENDMENT THERETO RECORDED DECEMBER 2, 2013, AS DOCUMENT NO. 2013-1025417 AND AMENDED BY THE FOURTH AMENDMENT THERETO RECORDED JUNE 14, 2016, AS DOCUMENT NO. 2016-0412051 DATED AS OF __________________ _____, 2017 C-18-06-030-4-05 Exempt from Affidavit and Fee Pursuant to A.R.S. §11-1134(A)(2) TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. DEFINITIONS IN GENERAL.............................................................................1 SECTION 2. AMENDMENT OF EXHIBIT A TO ORIGINAL LEASE- PURCHASE AGREEMENT..............................................................................2 SECTION 3. AMENDMENT OF EXHIBIT B TO ORIGINAL LEASE- PURCHASE AGREEMENT..............................................................................2 SECTION 4. AMENDMENT TO BASE RENT AND ADDITIONAL RENT..................................2 SECTION 5. AMENDMENT TO OPTION TO PURCHASE AND FORM OF DEED.......................2 SECTION 6. SUPPLEMENT FOR LESSOR USE OF SPACE .....................................................2 SECTION 7. FIFTH AMENDMENT CONSTRUED WITH ORIGINAL LEASE-PURCHASE AGREEMENT ..................................................................3 SECTION 8. EXECUTION IN COUNTERPARTS.....................................................................3 SECTION 9. COVENANT AS TO CONFLICT OF INTEREST....................................................3 SIGNATURES .................................................................................................................................…4 ACKNOWLEDGEMENT OF SIGNATURES …………………………………………….………………5 -i- FIFTH AMENDMENT TO LEASE-PURCHASE AGREEMENT THIS FIFTH AMENDMENT TO LEASE-PURCHASE AGREEMENT dated as of ________________ ___, 2017 (hereinafter referred to as this “Fifth Amendment”) by and between MARICOPA COUNTY, ARIZONA (a body politic under the laws of the State of Arizona) (hereinafter referred to as the “Lessor”) and HUMAN SERVICES CAMPUS, INC. (an Arizona non- profit corporation) as successor in interest to HUMAN SERVICES CAMPUS LLC (an Arizona limited liability company) (hereinafter referred to as the “Lessee”); W I T N E S S E T H: WHEREAS, pursuant to the Lease-Purchase Agreement executed on January 18, 2006 (the “Original Lease-Purchase Agreement”, as amended by a First Amendment to Lease-Purchase Agreement dated as of May 4, 2006, and as amended by a Second Amendment to Lease- Purchase Agreement dated October 25, 2006, and as amended by a Third Amendment dated October 23, 2013, and as amended by a Fourth Amendment dated June 13, 2016, and by this Fifth Amendment, and as further amended from time to time, the “Lease-Purchase Agreement”), the Lessor agreed to cause the acquisition, construction and equipping of certain improvements constituting a human services campus of facilities for the homeless (the “Improvements”) set forth on Exhibit A to the Original Lease-Purchase Agreement and as amended herein; and WHEREAS, pursuant to the Original Lease-Purchase Agreement, the Lessor agreed to lease the Improvements and the real property described on Exhibit B to the Original Lease- Purchase Agreement and as amended herein (the “Leased Land”) to the Lessee to enable the Lessee Service Providers to provide necessary services to residents of the Lessor; and WHEREAS, Lessor consented to the assignment and assumption of the Lease-Purchase Agreement from Human Services Campus, LLC to Human Services Campus, Inc. on June 8, 2016. NOW, THEREFORE, the parties hereto agree as follows: Section 1. Definitions in General. All words and phrases defined in the preambles of this Fifth Amendment and in Section 1.A of the Lease-Purchase Agreement shall have the same meaning in this Fifth Amendment, except as otherwise appears in this Section. In addition, the following terms shall have the following meanings: “Overflow Shelter” means a facility located on Lessor-owned property identified by Maricopa County Assessor parcel numbers APN 112-06-072, APN 112-06-073 and APN 112-06-074 and generally described as an approximate 6,800 square foot warehouse and adjacent parking lot with street addresses of 1206, 1214, and 1218 W. Madison Street, Phoenix, Arizona. “Neahr’s Addition Property” means the real property described as Lots 6, 7, 8, 9 and 10, Block 23, NEAHR’S ADDITION TO THE CITY OF PHOENIX, according to Book 1 of Maps, Page 33, records of Maricopa County, Arizona. “Jackson West Property” means the real property identified by Maricopa County Assessor parcel number APN 112-065-132 and described as Lot 1, Jackson West, according to the plat of record in Book 810 of Maps, Page 49, records of Maricopa County, Arizona. “SMT Remnant Property” means the real property identified by Maricopa County Assessor parcel number APN 112-05-109G which is an 11,163 square foot portion of the lands acquired by Lessor from SMT Investors Limited Partnership et al. as described in Document Number 2005-0023595 and 2004-1530961, records of Maricopa County, Arizona. Section 2. Amendment of Exhibit A to Original Lease-Purchase Agreement. Exhibit A of the Original Lease-Purchase Agreement is hereby amended and restated as shown in Attachment A, attached hereto and made a part hereof, by adding the Overflow Shelter to the Improvements. Section 3. Amendment of Exhibit B to Original Lease-Purchase Agreement. Exhibit B of the Original Lease is hereby amended and restated as shown in Attachment B, attached hereto and made a part hereof, by adding the Neahr’s Addition Property and the SMT Remnant Property to the Leased Land. Section 4. Amendment to Base and Additional Rent. The amount of Base Rent and the amount of Additional Rent owed to Lessor by Lessee under this Lease-Purchase Agreement shall be equal to the amounts of Base Rent and Additional Rent paid to date to Lessor. Lessor and Lessee agree that no further Base or Additional Rent payments shall be required under this Lease-Purchase Agreement. Section 5. Amendment to Option to Purchase and Form of Deed. Lessor and Lessee agree that the Lessee’s option to purchase the Leased Property per Section 14 of the Lease- Purchase Agreement has been properly exercised. Exhibit D of the Original Lease-Purchase Agreement is hereby amended and restated in the form of Attachment C, attached hereto and made a part hereof. Sentences one and two of Section 14(b) of the Lease-Purchase Agreement are hereby amended and restated as follows: 14(b) Lessor and Lessee hereby agree that the Option Price set forth in this Lease-Purchase Agreement is paid. Lessor shall execute a Deed to the Lessee in the form of Exhibit D attached hereto and Lessor shall record the Deed. The transfer of any and all of Lessor’s right, title, and interest in the Leased Property to Lessee shall be “as-is” and without warranty, express or implied, by the Lessor. Section 6. Supplement for Lessor Use of Space. The following section is hereby added to the Lease-Purchase Agreement via this Fifth Amendment: Section 28. Lessor has employees providing services in support of the Healthcare for the Homeless grant that are occupying approximately 13,648 square feet of space in that portion of the Improvements generally described as 220 S. 12th Avenue. Immediately subsequent to the conveyance of the Leased Property to the Lessee, the Human Services -2- Campus, Inc. (“HSC”) hereby agrees to execute a new lease by and between HSC, as lessor, and Maricopa County (“County”) as lessee that memorializes County’s continued use of the said 13,648 square feet of space at 220 S. 12th Avenue for $0 per year and for a term of not less than one (1) year unless said new lease is terminated early at the sole discretion of County. Section 7. Fifth Amendment Construed with Original Lease-Purchase Agreement. All of the provisions of this Fifth Amendment shall be deemed to be and construed as part of the Original Lease-Purchase Agreement as heretofore amended to the same extent as if fully set forth therein. Section 8. Execution in Counterparts. This Fifth Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Fifth Amendment. Section 9. Covenant as to Conflict of Interest. A.R.S. Section 38-511 provides that the Lessor may, within three years after its execution, cancel any contract, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the Lessor is, at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. In addition, the Lessor may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the Lessor from any other party to the contract arising as a result of the contract. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS -3- IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the ____ day of ______________, 2017. Lessor: MARICOPA COUNTY, ARIZONA By_______________________________________ Denny Barney Chairman, Board of Supervisors ATTEST: Clerk of the Board Date APPROVED AS TO FORM: By__________________________ Deputy County Attorney Lessee: HUMAN SERVICES CAMPUS, INC. By: ____________________________________ Sheila D. Harris Its: Interim Executive Director -4- STATE OF ARIZONA ) ) COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this _____ day of _______________, 2017, by Denny Barney, the Chairman of the Board of Supervisors, on behalf of Maricopa County, Arizona. (SEAL and Expiration Date) ____________________________________ Notary Public STATE OF ARIZONA ) ) COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this ____ day of _____________, 2017, by Sheila D. Harris, the Interim Executive Director of the Human Services Campus, Inc., an Arizona non-profit corporation, on behalf of the Lessee. (SEAL and Expiration Date) ____________________________________ Notary Public ATTACHMENT A IMPROVEMENTS THE SITE IS APPROXIMATELY 10 ACRES AND INCLUDES 150,000 SQUARE FEET OF PROGRAM SPACE ONE LEVEL. THE SITE INCLUDES A CENTRAL PLANT, PARKING, LANDSCAPING, AND SITE WORK. THE BUILDINGS ARE TO BE CONSTRUCTED USING TILT-UP CONCRETE PANELS, COMMERCIAL GRADE PLUMING AND LIGHTING FIXTURES, METAL ROOFING, A WOOD JOIST ROOF SYSTEM WITH A STANDARD 4 PLY ROOF, COMMERCIAL GRADE DOORS AND HARDWARE, AIR COOLED CENTRAL CHILLER, EXCLUDING THOSE IMPROVEMENTS CONSTRUCTED ON THE ST. VINCENT DE PAUL PARCELS, PLUS: THE APPROXIMATELY 5,000 SQUARE FOOT BRIAN GARCIA WELCOME CENTER FACILITY ON THE LEASED LAND, PLUS: THE APPROXIMATE 6,800 SQUARE FOOT WAREHOUSE AND ADJACENT PARKING LOT KNOWN AS THE OVERFLOW SHELTER LOCATED ON THE NEAHR’S ADDITION PROPERTY. -2- ATTACHMENT B LEASED LAND LEGAL DESCRIPTIONS OF LEASED LAND A portion of the Northeast quarter of Section 7, Township 1 North, Range 3 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, being more particularly described as follows: PARCEL 1 (APN 112-06-091A) Beginning at the Southwest corner of Lot 1, Human Services Campus, according to the plat recorded on April 19, 2005, in Book 742, Page 25, in the office of the Maricopa County Recorder; thence along the West line of said Lot 1, North 00°19’20” West, a distance of 640.05 feet to the North line of said Lot 1; Thence leaving said West line, along said North line, North 89°40’43” East, a distance of 354.03 feet; to the Easterly line of said Lot 1; Thence leaving said North line, along said Easterly line, South 00°20’15” East, a distance of 199.05 feet, to the Northerly line of said Lot 1; Thence leaving said Easterly line, along said Northerly line, North 89°39’57” East, a distance of 326.00 feet to the Easterly line of said Lot 1; Thence leaving said Northerly line, along said Easterly line, South 00°20’09” East, a distance of 129.41 feet to the Northerly line of said Lot 1; Thence leaving said Easterly line, along said Northerly line, North 89°38’10” East, a distance of 45.00 feet; Thence leaving said Northerly line, South 00°20’09” East, a distance of 310.92 feet to the South line of said Lot 1; Thence along said South line, South 89°37’03” West, a distance of 725.18 feet to the point of beginning. The above described parcel contains 384,170 square feet or 8.8193 acres, more or less. Parcel 2 (APN 112-05-132) Lot 1, Jackson West, according to the plat of record in Book 810 of Maps, Page 49, in the office of the Maricopa County Recorder. The above described parcel contains 60,197 square feet or 1.3819 acres, more or less. -3- ATTACHMENT B (CONTINUED) LEASED LAND LEGAL DESCRIPTIONS OF LEASED LAND Parcel 3 (APN 112-06-072, 112-06-073, & 112-06-074) Lot 6, 7, 8, 9, and 10, of Block 23, Neahr’s Addition To Phoenix, according to the plat of record in Book 1 of Maps, Page 33, in the office of the Maricopa County Recorder. The above described parcel contains 34,375 square feet or 0.7891 acres, more or less. PARCEL 4 (APN 112-05-109G) Commencing at the East quarter corner of said Section 7; thence along the East-West Mid-section line of said Section 7, South 89°37’03” West a distance of 909.49 feet to the POINT OF BEGINNING; Thence continuing along said line, South 89°37’03” West a distance of 394.80 feet; Thence North 00°20’09” West, a distance of 17.50 feet; Thence North 89°37’03” East, a distance of 394.80 feet; Thence North 00°20’01” West, a distance of 2.15 feet to the Southwest corner of Lot 1 of Jackson West, in Book 810, Page 49, in the office of the Maricopa County Recorder; Thence North 89°29’22” East, a distance of 199.57 feet; Thence South 07°00’43” East, a distance of 20.23 feet to the said Mid-section line; Thence along said Mid-section line, South 89°37’03” West, a distance of 201.92 feet to the POINT OF BEGINNING. The above described parcel contains 10,899 square feet or 0.2502 acres, more or less. -4- ATTACHMENT C When recorded return to: Human Services Campus, Inc. Attention: Sheila D. Harris 1125 W. Jackson Street Phoenix, AZ 85007 EXEMPT FROM AFFIDAVIT AND FEE PURSUANT TO A.R.S. §11-1134(A) (3). DEED C-18-06-030-4-05 (Human Services Campus) This Deed is made on the day of , 2017, by MARICOPA COUNTY, a political subdivision of the State of Arizona, GRANTOR, to HUMAN SERVICES CAMPUS, INC., an Arizona non-profit corporation. Witness that GRANTOR, for good and valuable consideration, receipt of which is acknowledged, and pursuant to the Lease-Purchase Agreement recorded as Document No. 2006-0123155, as amended by a First Amendment to Lease-Purchase Agreement recorded as Document No. 2006-0764685, and as amended by a Second Amendment to Lease-Purchase Agreement recorded as Document No. 2006- 1422226, and as amended by a Third Amendment to Lease-Purchase Agreement recorded as Document No 2013-1025417, and as amended by a Fourth Amendment to Lease-Purchase Agreement recorded as Document No. 2016-0412051, records of Maricopa County, Arizona, and as amended by a Fifth Amendment to Lease-Purchase Agreement recorded as Document No. 2017- , does hereby grant and convey to GRANTEE, without warrant or guaranty of any nature whatsoever, all of its right, title and/or interest in the following real property, situated in Maricopa County, Arizona: SEE EXHIBIT “A” ATTACHED HERETO AND INCORPORATED BY REFERENCE, together with all tenements, hereditaments and appurtenances thereto (hereinafter the real property described in Exhibit “A”, and all improvements located thereon, are referred to as the “Property”). The Property is hereby granted to GRANTEE for the sole purpose of providing facilities and social services directly related to, or ancillary to, the homeless population of Maricopa County and other similarly situated persons, together with all appropriate ancillary services to serve such population. In the event the Property is used for any purpose other than for homeless and other similarly situated persons, GRANTOR or its successors or assigns shall have the right to enforce the terms of this use restriction by proceedings at law or in equity. In the event GRANTOR shall fail or refuse to pursue legal or equitable action to enforce this use restriction, then and in such event, the City of Phoenix, an Arizona Municipal Corporation, or its successors or assigns shall have the right to enforce the terms of this use restriction by proceedings at law or in equity. -5- SUBJECT TO: any lien for taxes that is or shall become due, zoning and other governmental restrictions, and all covenants, conditions, restrictions, easements, rights-of-way, liens, and other matters of record, or matters that could be disclosed by a visual inspection or accurate survey of the real property. This conveyance is made free of all rights, covenants and reservations in favor of and consents required by the City of Phoenix set forth in that certain Quitclaim Deed recorded on December 6, 2004 as Document Number 2004-1430511, records of Maricopa County, Arizona. In witness whereof, GRANTOR and GRANTEE have executed this Deed in full acceptance of the terms set out in this Deed. The CITY OF PHOENIX has executed this Deed to evidence its consent to this conveyance being made free of all rights, covenants and reservations in favor of and consents required by the City of Phoenix set forth in that certain Quitclaim Deed recorded on December 6, 2004 as Document Number 2004-1430511, records of Maricopa County, Arizona. GRANTOR: MARICOPA COUNTY, a political subdivision of the State of Arizona By: Denny Barney Chairman Maricopa County Board of Supervisors APPROVED AS TO FORM: ATTEST: Deputy County Attorney Clerk of the Board of Supervisors STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this _________day of ________________ 2017, by Denny Barney, as Chairman of the Maricopa County Board of Supervisors. Notary Public (signature) My Commission Expires -6- CONSENT: CITY OF PHOENIX, an Arizona municipal corporation By:___________________________ Its: __________________________ APPROVED AS TO FORM: ATTEST: ______________________________ City Attorney City Clerk STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this _________day of ________________ 2017, by _________________, as _______________ of the City of Phoenix. Notary Public (signature) My Commission Expires -7- ACCEPTED: GRANTEE: HUMAN SERVICES CAMPUS, INC., an Arizona non-profit corporation By: Sheila D. Harris Its: Interim Executive Director STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this _________day of ________________ 2017, by Sheila D. Harris, as Interim Executive Director of the Human Services Campus, Inc. Notary Public (signature) My Commission Expires -8- Exhibit “A” Attached to Deed Legal Description of Property A portion of the Northeast quarter of Section 7, Township 1 North, Range 3 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, being more particularly described as follows: PARCEL 1 Beginning at the Southwest corner of Lot 1, Human Services Campus, according to the plat recorded on April 19, 2005, in Book 742, Page 25, in the office of the Maricopa County Recorder; thence along the West line of said Lot 1, North 00°19’20” West, a distance of 640.05 feet to the North line of said Lot 1; Thence leaving said West line, along said North line, North 89°40’43” East, a distance of 354.03 feet; to the Easterly line of said Lot 1; Thence leaving said North line, along said Easterly line, South 00°20’15” East, a distance of 199.05 feet, to the Northerly line of said Lot 1; Thence leaving said Easterly line, along said Northerly line, North 89°39’57” East, a distance of 326.00 feet to the Easterly line of said Lot 1; Thence leaving said Northerly line, along said Easterly line, South 00°20’09” East, a distance of 129.41 feet to the Northerly line of said Lot 1; Thence leaving said Easterly line, along said Northerly line, North 89°38’10” East, a distance of 45.00 feet; Thence leaving said Northerly line, South 00°20’09” East, a distance of 310.92 feet to the South line of said Lot 1; Thence along said South line, South 89°37’03” West, a distance of 725.18 feet to the point of beginning. The above described parcel contains 384,170 square feet or 8.8193 acres, more or less. Parcel 2 Lot 1, Jackson West, according to the plat of record in Book 810 of Maps, Page 49, in the office of the Maricopa County Recorder. The above described parcel contains 60,197 square feet or 1.3819 acres, more or less. -9- Exhibit “A” (continued) Attached to Deed Legal Description of Property Parcel 3 Lot 6, 7, 8, 9, and 10, of Block 23, Neahr’s Addition To Phoenix, according to the plat of record in Book 1 of Maps, Page 33, in the office of the Maricopa County Recorder. The above described parcel contains 34,375 square feet or 0.7891 acres, more or less. PARCEL 4 Commencing at the East quarter corner of said Section 7; thence along the East-West Mid-section line of said Section 7, South 89°37’03” West a distance of 909.49 feet to the POINT OF BEGINNING; Thence continuing along said line, South 89°37’03” West a distance of 394.80 feet; Thence North 00°20’09” West, a distance of 17.50 feet; Thence North 89°37’03” East, a distance of 394.80 feet; Thence North 00°20’01” West, a distance of 2.15 feet to the Southwest corner of Lot 1 of Jackson West, in Book 810, Page 49, in the office of the Maricopa County Recorder; Thence North 89°29’22” East, a distance of 199.57 feet; Thence South 07°00’43” East, a distance of 20.23 feet to the said Mid-section line; Thence along said Mid-section line, South 89°37’03” West, a distance of 201.92 feet to the POINT OF BEGINNING. The above described parcel contains 10,899 square feet or 0.2502 acres, more or less. -10-