2016-02-02 AMENDMENT NO 4 TO LEASE-PURCHASE AGREEMENT WITH LLC.DOC
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When recorded return to: Maricopa County Attn: Chief Real Estate Officer 2801 W. Durango Phoenix, Arizona 85009 FOURTH 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 DATED AS OF FEBRUARY ___, 2016 C-18-06-030-4-03 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..............................................................................1 SECTION 3. AMENDMENT TO FORM OF WARRANTY DEED IN EXHIBIT D.........................2 SECTION 4. FOURTH AMENDMENT CONSTRUED WITH ORIGINAL LEASE-PURCHASE AGREEMENT ..................................................................2 SECTION 5. ORIGINAL LEASE-PURCHASE AGREEMENT AS SUPPLEMENTED TO REMAIN IN EFFECT.......................................................2 SECTION 6. EXECUTION IN COUNTERPARTS.....................................................................2 SECTION 7. COVENANT AS TO CONFLICT OF INTEREST....................................................2 SIGNATURES .................................................................................................................................…3 ACKNOWLEDGEMENT OF SIGNATURES …………………………………………….………………4 ATTACHMENT A — Exhibit A of Original Lease-Purchase Agreement – Improvements ATTACHMENT B — Form of Special Warranty Deed -i- FOURTH AMENDMENT TO LEASE-PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO LEASE-PURCHASE AGREEMENT dated as of February ___, 2016 (hereinafter referred to as this “Fourth 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); 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 by this Fourth 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 (the “Leased Land” ) to the Lessee to enable the Lessee Service Providers to provide necessary services to residents of the Lessor; and WHEREAS, Grantor consents to the assignment and assumption of the Lease-Purchase Agreement from Human Services Campus LLC to Human Services Campus, Inc. on, or about, February 22, 2016. NOW, THEREFORE, the parties hereto agree as follows: Section 1. Definitions in General. All words and phrases defined in the preambles of this Fourth Amendment, Section 1.A of the Original Lease-Purchase Agreement as amended shall have the same meaning in this Fourth Amendment, except as otherwise appears in this Section. In addition, the following terms shall have the following meaning: “Brian Garcia Welcome Center” means a facility funded by, and constructed by, Lessee upon the Leased Land; and generally described as an intake and processing facility with a planned gross area of approximately 5,000 square feet. Section 2. Amendment of Exhibit A to Original Lease-Purchase Agreement. Exhibit A of the Original Lease-Purchase Agreement as amended is hereby amended in this Fourth Amendment as shown in Attachment A, attached hereto and made a part hereof, by allowing the site for development of the Brian Garcia Welcome Center to be within the area of the Leased Land rather than limiting the development site for the Brian Garcia Welcome Center to only the Jackson West property. Additionally, the Jackson West property may be used by Lessee for providing necessary services to the residence of the Lessor. Section 3. Amendment to Form of Warranty Deed in Exhibit D. Exhibit D to the Original Lease-Purchase Agreement is hereby amended and restated in the form of Attachment B hereto. Section 4. Fourth Amendment Construed with Original Lease-Purchase Agreement. All of the provisions of this Fourth 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 5. Original Lease-Purchase Agreement as Supplemented to Remain in Effect. Except as herein supplemented or amended by this Fourth Amendment and any additional supplement or amendment, the Original Lease-Purchase Agreement as heretofore amended shall remain in full force and effect. Section 6. Execution in Counterparts. This Fourth 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 Fourth Amendment. Section 7. 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. ****************************************************************************** -2- IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the ____ day of February, 2016. Lessor: MARICOPA COUNTY, ARIZONA By_______________________________________ Clint Hickman Chairman, Board of Supervisors APPROVED AS TO FORM: By__________________________ Deputy County Attorney Lessee: HUMAN SERVICES CAMPUS, INC. By_______________________________________ Its Managing Director -3- STATE OF ARIZONA ) ) COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this _____ day of February, 2016, by CLINT HICKMAN, 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 February, 2016, by __________________________, Managing Director of the Human Services Campus, Inc., an Arizona non-profit corporation, on behalf of the Lessee. (SEAL and Expiration Date) ____________________________________ Notary Public -4- ATTACHMENT A IMPROVEMENTS (EXHIBIT “A” OF ORIGINAL LEASE-PURCHASE AGREEMENT) 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 APPROXIMATE 5,000 GROSS SQUARE FEET BRIAN GARCIA WELCOME CENTER FACILITY ON THE LEASED LAND. ATTACHMENT B When recorded return to: Maricopa County Attention: Chief Real Estate Officer 2801 W. Durango Phoenix, Arizona 85009 SPECIAL WARRANTY DEED This Special Warranty Deed is made on the _________ day of _________, by MARICOPA COUNTY, ARIZONA, a political subdivision of the State of Arizona, as Grantor to HUMAN SERVICES CAMPUS, INC., an Arizona non-profit corporation, as Grantee, successor in interest to HUMAN SERVICES CAMPUS LLC. Witness that Grantor, for good and valuable consideration, receipt of which is acknowledged, grants and conveys to Grantee all the real property located in the County of Maricopa, State of Arizona, more particularly described in Appendix A attached hereto and incorporated herein by reference, together with all tenements, hereditaments and appurtenances thereto, subject to current real property taxes, zoning and other governmental restrictions, and all covenants, conditions, restrictions, easements, rights-of-way, and other matters of record or matters that could be disclosed by a visual inspection or accurate survey of the real property. THIS DEED IS EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3) (This deed will include the appropriate language to limit use to the provision of services to the homeless) This Special Warranty Deed is subject to the covenants in favor of, and the rights reserved by, the City of Phoenix set forth in that certain Quitclaim Deed recorded on December 6, 2004 as Document Number 2004-1430511. Grantor hereby covenants to Grantee that Grantor will forever defend Grantee against claims of all persons claiming by, through or under Grantor, except as aforesaid. No other covenants or warranties, express or implied, are given by this Special Warranty Deed. ****************************************************************************** IN WITNESS WHEREOF, Grantor has set its hand and seal the day and year first above written. MARICOPA COUNTY, ARIZONA By_________________________________ Chairman of the Board of Supervisors APPROVED AS TO FORM: By__________________________ Deputy County Attorney STATE OF ARIZONA ) ) COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this ___ day of __________________, 20__ by ____________________________, the Chairman of the Board of Supervisors, on behalf of Maricopa County, Arizona. (SEAL and Expiration Date) ____________________________________ Notary Public APPENDIX A TO SPECIAL WARRANTY DEED 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, ARIZIONA, IN BOOK 810 OF MAPS, PAGE 49.