2016-02-02 ASSIGNMENT OF LLC LEASE- PURCHASE TO HSC INC.DOC
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ASSIGNMENT AND ASSUMPTION OF LEASE-PURCHASE AGREEMENT BETWEEN MARICOPA COUNTY AND HUMAN SERVICES CAMPUS LLC THIS ASSIGNMENT AND ASSUMPTION OF LEASE-PURCHASE AGREEMENT BETWEEN MARICOPA COUNTY AND HUMAN SERVICES CAMPUS LLC, as amended, (“Assignment”) is executed as of this ______ day of February, 2016, by Human Services Campus LLC, an Arizona limited liability company (“Assignor”), and Human Services Campus, Inc., an Arizona non-profit corporation (“Assignee”). Assignor hereby transfers and conveys all of its rights, assets, leasehold interest and right to fee interest in the real property described on Exhibit “A” attached hereto, and made a part hereof, to Assignee, effective on, or about, February 22, 2016 (the “Transfer Date”). Assignor’s leasehold interest and right to fee interest in certain real property is described in the document known as Lease-Purchase Agreement Between Maricopa County and Human Services Campus LLC, recorded with the Maricopa County Recorder on January 27, 2006 at instrument number 2006-0123155; and as amended by: i) First Amendment to Lease-Purchase Agreement, recorded with the Maricopa County Recorder on June 6, 2006 at instrument number 2006-0764685l; ii) Second Amendment to Lease-Purchase Agreement recorded with the Maricopa County Recorder on October 27, 2006 at instrument number 2006-1422226; and iii) Third Amendment to Lease- Purchase Agreement recorded with the Maricopa County Recorder on December 2, 2013 at instrument number 2013-1025417; (together, the “Agreement”). The leasehold interest is generally described as the improvements to the Human Services Campus as shown in Exhibit “A” (“Improvements”) which Exhibit “A” is attached hereto and made a part hereof; and the right to fee interest in real property as described in Exhibit “B” (the “Leased Land”) which Exhibit “B” is attached hereto and made a part hereof. Section 17 of the Agreement provides for the Lessee (Assignor) to assign the Agreement with written permission of the Lessor (Maricopa County). Lessor’s execution of the statement of consent to assignment, incorporated into this Assignment, is acknowledgement of Lessor’s written permission to accept this Assignment and allow Assignee to legally assume responsibility, replace Assignor as Lessee, and release Assignor from all obligations, duties, and responsibilities pursuant to the Agreement. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby transfers and assigns to Assignee all right, title and interest of Assignor as Lessee in and to the above mentioned Agreement, and Assignee hereby assumes all obligations of the Assignor as Lessee under the Agreement arising from and after the Transfer Date. By execution hereof, the parties hereby give notice to Maricopa County, Lessor under the Agreement, of said transfer of interest, and that Lessor is hereby instructed to send all future notices to Assignee at the following address, commencing upon the Transfer Date: Human Service Campus, Inc. Attention: Mr. David Bridge 204 S. 12th Avenue Phoenix, AZ 85007 This Assignment may be executed in any number of counterparts, each of which may be executed by any one or more of the parties hereto, but all of which shall constitute one instrument, and shall be binding and effective when all parties hereto have executed at least one counterpart. The terms and provisions of this Assignment shall be binding upon and inure to the benefit of the respective parties hereto and their respective successors and assigns. ****************************************************************************** EXECUTED as of the day and year first written above. ASSIGNOR: HUMAN SERVICES CAMPUS LLC, an Arizona limited liability company By: ____________________________________ Title: ____________________________________ ASSIGNEE: HUMAN SERVICES CAMPUS, INC., an Arizona non-profit corporation By: ____________________________________ Title: ____________________________________ CONSENT TO ASSIGNMENT OF AGREEMENT By execution of this statement Maricopa County, as Lessor to that certain Agreement, known as Lease-Purchase Agreement Between Maricopa County and Human Services Campus LLC, as amended, a copy of which is hereby attached, herein acknowledges, accepts and grants the substitution of Human Services Campus, Inc. for Human Services Campus LLC as Lessee and hereby releases and holds harmless Human Services Campus LLC from any further duties, responsibilities and liabilities that would accompany the Lessee of said Agreement for the existing term and any extensions thereof. LESSOR: MARICOPA COUNTY, ARIZONA, a political subdivision of the State of Arizona By: ____________________________________________ Clint Hickman, Chairman of the Board of Supervisors ATTEST: By: ____________________________________ Clerk of the Board of Supervisors Date APPROVED AS TO FORM: By: ____________________________________ Deputy County Attorney EXHIBIT “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 PLAT, PLUS: THE APPROXIMATELY 5,000 SQUARE FOOT BRIAN GARCIA WELCOME CENTER FACILITY ON THE JACKSON WEST PARCEL. EXHIBIT “B” LEASED LAND LEGAL DESCRIPTIONS OF LEASED LAND PARCEL 1 BEGINNING AT THE SOUTHWEST CORNER OF LOT 1, HUMAN SERVICES CAMPUS, ACCORDING TO THE PLAT THEREOF RECORDED ON APRIL 19, 2005, IN BOOK 742, PAGE 25 OF THE MARICOPA COUNTY RECORDS (MCR); THENCE ALONG THE WEST LINE OF SAID LOT 1, N00°19’20”W, A DISTANCE OF 640.05 FEET TO THE NORTH LINE OF SAID LOT 1; THENCE LEAVING SAID WEST LINE, ALONG SAID NORTH LINE, N89°40’43”E, A DISTANCE OF 354.03 FEET; TO THE EASTERLY LINE OF SAID LOT 1; THENCE LEAVING SAID NORTH LINE, ALONG SAID EASTERLY LINE, S00°20’15”E, A DISTANCE OF 199.05 FEET, TO THE NORTHERLY LINE OF SAID LOT 1; THENCE LEAVING SAID EASTERLY LINE, ALONG SAID NORTHERLY LINE, N89°39’57”E, A DISTANCE OF 326.00 FEET TO THE EASTERLY LINE OF SAID LOT 1; THENCE LEAVING SAID NORTHERLY LINE, ALONG SAID EASTERLY LINE, S00°20’09”E, A DISTANCE OF 129.41 FEET TO THE NORTHERLY LINE OF SAID LOT 1; THENCE LEAVING SAID EASTERLY LINE, ALONG SAID NORTHERLY LINE, N89°38’10”E, A DISTANCE OF 45.00 FEET; THENCE LEAVING SAID NORTHERLY LINE, S00°20’09”E, A DISTANCE OF 310.92 FEET TO THE SOUTH LINE OF SAID LOT 1; THENCE ALONG SAID SOUTH LINE, S89°37’03”W, A DISTANCE OF 725.18 FEET TO THE POINT OF BEGINNING. CONTAINING 384,167 SQ. FT. (8.82 ACRES), AND PARCEL 2 LOT 1, JACKSON WEST, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, IN BOOK 810 OF MAPS, PAGE 49.