LEASE AGREEMENT WITH SON RISE FAITH COMMUNITY CENTER INC L-7457.PDF

Lease No. L-7457
C-22-15-045-1-00
Lease Agreement
between
Son Rise Faith Community Center, Inc.
and
Maricopa County
This Lease Agreement is entered into this day of , 2015, by and
between Son Rise Faith Community Center, Inc. an Arizona non-profit corporation (“Lessor”) and
Maricopa County, a political subdivision of the State of Arizona, (“Lessee”). Lessor and Lessee
shall collectively be referred to herein as (the “Parties.”)
RECITALS
A. Maricopa County, Human Services Department, Head Start Program provides
infant and pre-school services to the community.
B. Lessor owns the property located at 800 West Galveston St., Chandler AZ 85225
(the “Property”). Lessor desires to make a classroom available to Maricopa County’s Head Start
Program (“Head Start”) (“County” and “Head Start” shall collectively be referred to herein as
“County”).
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, and other valuable consideration, Lessor and Lessee agree as follows:
1. Leased Premises. Lessor hereby leases to Lessee classroom space with adjoining
restroom and play area as shown on the attached Exhibit “A” (collectively, the “Premises”). Lessee
shall have non-exclusive rights to the playground and exclusive use of the classroom and restroom
Monday – Friday from 7:30 AM – 5:00 PM. Lessor grants to Lessee for the benefit of Lessee and
its employees, suppliers, shippers, contractors, customers and invitees during the Term and any
Renewal term, the non-exclusive right to use, in common with others entitled to such use, the
common areas which are defined as all areas and facilities outside the Premises and within the
boundary line of the Property and interior utility raceways and installations within the Premises that
are provided and designated by the Lessor from time to time for the general non-exclusive use of the
Lessor, Lessee and other tenants of the Property and their respective employees, agents, suppliers,
shippers, customers, contractors and invitees, including, but not limited to, common entrances,
lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading
areas, trash areas, roadways, walkways, driveways and landscaped areas (Common Areas”).
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2. Term. The term of this Agreement shall commence upon approval of both Lessee
and Lessor and will expire May 30, 2020 (“Term”). Lessor hereby grants Lessee the option of
renewing the Lease for one (1) additional three (3) year term (the “Renewal Term”). Lessee shall
give notice to Lessor at least sixty (60) days prior to the expiration date of the Agreement of
Lessee’s intent to extend the term of the Agreement through Lessee’s renewal option.
3. Consideration for Lease.
a. Lessee shall pay to Lessor as rent for the leased premises the sum of One
Hundred Dollars ($100.00) per month, until June 30, 2015.
b. From July 1, 2015 Lessee shall pay to Lessor as rent for the leased premises
Ten Thousand Eight Hundred Dollars ($10,800.00) per year (or $900.00 per month). The first
payment shall be payable upon execution of this Agreement and subsequent payments shall be
payable by the fifth of each month during the Term. Lessor shall invoice Lessee monthly for rent
payments and Lessee shall submit its rent payment pursuant to this Paragraph 3a to Lessor at 800
W. Galveston Street, Chandler, AZ 85225 or to any location designated by Lessor in writing.
c. Lessee will assist Lessor in providing information to eligible children and
families to assist them to become involved in Lessor’s programs and resources.
4. Child Care Preschool Licensing and Building Inspections. Lessee shall apply for
and maintain an Arizona Child Care License through the Arizona Department of Health Services for
the classroom. Lessee shall pay for any fire, gas and sanitation inspections required for the licensing
of the classroom. Lessor will maintain Property and the Premises to be in compliance with city
building codes.
5. Use; Programming.
a. Lessee shall use the leased premises only for the purpose of providing a
comprehensive child care and education services for children ages 0 - 5 years of age. Lessee shall
comply with all Federal, State and local regulations concerning services provided and classroom
capacity.
b. Lessee shall provide all appropriate classroom furniture, equipment,
materials and supplies required for its use of the leased premises and operation of the program,
including replacements and substitutions. These items remain the property of Lessee and may be
removed by Lessee upon termination of this Agreement.
c. Lessee shall provide food for classroom meal services, including breakfast,
lunch and snack, in accordance with the United States Department of Agriculture/Child Adult
Program guidelines and those of Head Start Performance Standards.
d. Lessee will conduct monthly parent meetings and other family activities
throughout the year. Semi-monthly socialization activities may be added to serve home-based
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families at the classroom as funding becomes available to expand services. Lessee shall obtain
permission from Lessor should Lessee schedule family activities outside of normal use areas or
outside of the time Lessee has use of the premises. Lessor shall not unreasonably withhold its
consent for these added services.
e. Sub- Lessee shall obtain and maintain in effect all licenses and permits, and
shall pay all fees, required to lawfully operate the classroom and occupy the leased premises, and
shall take all actions necessary to comply with applicable auditing, administration and compliance
requirements applicable to the classroom.
f. The leased premises shall not be used for any purposes in violation of any
zoning or other laws or of any regulation of any governmental body having jurisdiction over the
leases premises. In no event will Lessee’s use of the Premises materially interfere with the
operation of Lessor’s activities on Son Rise Faith Community Center property.
6. Parking. Lessee employees, agents, parents, suppliers, shippers, customers,
contractors and invitees shall be provided parking in the Lessor’s parking lot on a first come first
served basis.
7. Utilities. Lessor, at the sole cost and expense of Lessor, shall provide all utilities for
the Property and the Premises, including electric, gas, water, sewer, and trash collection. Lessee
shall be responsible for the installation and charges for telephone and internet service to the
Premises.
8. Janitorial Services. Lessee shall provide janitorial services for the Premises at the
sole cost and expense of Lessee.
9. Maintenance.
a. Lessor shall maintain the classroom building in good condition and repair,
and will provide general maintenance of the classroom. Lessor’s maintenance responsibilities shall
extend to all interior and exterior portions of the classroom and all building systems, including
heating, air conditioning, fire suppression, water, sewer, pest control, landscaping, replacements or
improvements. Should Lessee notice repairs are needed to the facility or that equipment needs to be
replaced, Lessee shall, as soon as is reasonably practicable, notify Lessor however, said notice
requirement shall not require Lessor to inspect the facility or equipment (“Inspections”) in any
manner, said Inspections and upkeep being the responsibility of Lessor.
b. Lessor shall maintain the playground equipment, and fence in good
condition and repair. Lessor shall maintain all Common Areas in good condition and repair. Lessee
shall keep the Common Area clean and free of all debris and rubbish.
10. Alterations.
a. Lessee may erect a sign on the exterior of the classroom to note classroom
is a Maricopa County Head Start classroom; provided, however, such sign shall comply with all
applicable laws and shall be subject to Lessor’s approval.
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b. Lessee may add outdoor storage for playground equipment and supplies to
be located near the outdoor play area subject to Lessor’s approval.
c. Lessee shall not make any alterations, additions or improvements or
remodel, redecorate, or paint the leased premises or any part thereof without Lessor’s prior
written consent.
d. Lessor shall have the absolute right to grant or withhold its consent;
provided that Lessor agrees not to unreasonably withhold its consent to any alterations or other
improvements to the Premises that are required to ensure that the Premises comply with
applicable guidelines for early childhood quality practices. Any such alterations and
improvements shall be made under the direction of Lessor, at Lessee’s cost and expense.
e. Lessee and Lessor acknowledge that Lessee’s ability to pay for any
alterations or improvements is subject to the availability of funding, and that Lessor may
condition its approval on receipt of reasonably satisfactory evidence that funding is available.
Any alterations or improvements constructed in classroom shall become part of the classroom
and constitute the property of Lessor.
f. Lessee agrees to make improvements in the playground at the aforesaid
Premises as set forth in Exhibit “A” and attached hereto, and complies with Arizona Child Care
Licensing and Head Start performance standards at the sole expense of Lessee.
g. At the expiration of this Agreement and any renewals to this Agreement,
Lessee, at its discretion, may abandon the playground improvements made by Lease No. L-7457
in accordance with the Federal Regulations Disposal requirements (45 CFR 92.32).
11. Damage; Destruction. If the Premises, or any part thereof, are damaged or
destroyed by fire or other casualty from any cause, so as to render the Premises unfit for use and
occupancy, Lessee or Lessor may terminate this Lease in writing to the other within thirty (30)
days of said damage or destruction. If the Lease is not terminated and Lessor restores the
Premises to the former condition at Lessor’s sole cost and expense, Lessee shall re-enter said
Premises. Monthly rents shall be prorated for the period during which Lessee was unable to
occupy the Premises, Prepaid rent shall be refunded to Lessee in the event Lessee terminates this
Lease pursuant to the provisions of this paragraph. Lessee and Lessor agree that all proceeds
from insurance policies maintained with respect to the classroom shall be paid to Lessor,
whereas all proceeds from insurance policies maintained by Lessee with respect to the
playground and classroom materials and supplies shall be paid to Lessee. Lessee shall be
responsible for insuring its property and the playground and for repairing and replacing any of its
property and the playground that me be damaged or destroyed.
12. Default; Remedies. It shall be a default of either party fails to perform any of the
terms, covenants, or conditions of this Agreement required to be performed by it, for a period of
thirty (30) days after written notice from the other party specifying in reasonable detail the nature
of such failure. If the default is of a nature that it cannot reasonably be cured in thirty (30) days,
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then the defaulting party may be given the period of time necessary provided the defaulting party
commenced the cure within the original thirty (30) days and diligently pursued the cure to
completion. Additionally, it shall be a default by Lessee if Lessee fails to pay to Lessor any rent
or other amount due under this Lease within ten (10) days after written notice from Lessor that
such payment is past due. Upon the occurrence of a default, the non-defaulting party shall have
the right, at its option, to exercise any remedy available at law or in equity, including, but not
limited to, the right to immediately terminate this Agreement. The election of any remedy by the
non-defaulting party shall not be construed as a waiver of any other available remedies.
13. Compliance with Laws. Each party agrees to conduct itself and its activities in
compliance with all applicable laws, rules and regulations of the United States, the State of
Arizona, the County of Maricopa and the City of Chandler.
14. Taxes. Lessor shall be responsible for payment of any real property taxes,
assessments and similar impositions levied against the classroom, and all fixtures and equipment.
15. Insurance. Lessor, at its own expense, shall insure the Premises, from all perils
and risk coverage on the structure(s) including, but not limited to, fire, wind, and other
casualties. Lessor understands and acknowledges that Lessee is self-insured. Lessee shall
provide a Certificate of Insurances to Lessor within 30-days of request.
16. Indemnity. Lessor and Lessee (as “indemnitor”) agrees to indemnify, defend and
hold harmless the other party (as “indemnitee”) from and against any and all claims, losses,
liability, costs or expenses (including reasonable attorney’s fees) (hereinafter collectively
referred to as “claims”) arising out of bodily injury of any person (including death) or property
damage, but only to the extent that such claims are caused only by the willful misconduct or
gross negligence of the indemnitor, its officers, officials, agents employees, or volunteers.
17. Notices. All notices which shall or may be given pursuant to this Agreement
shall be in writing and transmitted by registered or certified mail, return receipt requested,
addressed as follows and shall be effective when received:
Lessee: Maricopa County
Department of Human Services
234 N. Central Avenue, Suite 3201
Phoenix, AZ 85004
With a Copy to: Maricopa Department of Finance
Real Estate Services Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
Lessor: Son Rise Faith Community Center, Inc.
Attn: Executive Director
800 West Galveston Street
Chandler, AZ 85225
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18. Force Majeure. Except for payment of sums due, no party shall be liable to the
other nor deemed in default under this Agreement if and to the extent that such party’s
performance of this Agreement is prevented by reason of force majeure.
19. Cancellation. This Agreement is subject to cancellation in accordance with the
provisions of A.R.S. §38-511. This Lease may be terminated by Lessee due to non-appropriation
of funds without any penalty or liability to Lessee. Lessor and/or any of its employees, agents,
officers, directors, members, successors or assigns hereby waives any and all rights to bring any
claim against Lessee or its employees, agents, officers, directors, members, successors or assigns
from or relating in any way to Lessee’s termination of this Agreement.
20. Liens. Lessee shall not permit any liens to be placed against the classroom or the
leased premises; if the classroom or the leased premises shall at any time during the term of this
Agreement become subject to any vendor's, mechanic's, laborer's, or materialmen's lien based upon
the furnishing of material or labor to Lessee, then at its sole cost and expense, Lessee shall cause the
same to be discharged within twenty one (21) days after notice thereof, unless the lien and the claim
occasioning is the subject of pending litigation being pursued by Lessee in good faith.
21. Nuisance. Notwithstanding anything in this Agreement to the contrary, including
without limitation the use by Lessee of the Leased Premises, Lessee shall not commit or permit any
nuisance or other act, whether noise, odor, smoke, sewage, chemical wastes, or otherwise, which
may disturb the quiet enjoyment of any other user of the Center. Lessee shall not obstruct or cause
to be obstructed any public or private roadways.
22. Assignment; Subletting; Sale. Lessee shall not assign this Agreement or sublet all
or any portion of the leased premises without the prior written consent of Lessor, which consent
may be granted or withheld in Lessor’s sole and absolute discretion. Prior to agreeing to any
assignment, Lessor is entitled to review all financial consideration received for the assignment.
Consent to the Assignment can be withheld by Lessor for any reason. Lessor shall notify Head
Start of its consent or withholding of consent to a proposed sale, transfer or conveyance of the
classroom within thirty (30) days after Lessee’s request for consent to any such sale, transfer or
conveyance of the classroom.
23. Right of Entry. Lessor may, during the term of this Agreement at all reasonable
times, during usual business hours and with reasonable notice to Lessee, enter upon the Leased
Premises for the purpose of inspecting the same, for reasonable access for maintenance, repair or
alterations.
24. Surrender. Subject to ordinary wear and tear, at the expiration or termination of
this Agreement, Lessee will return the Premises to Lessor in good condition. Lessee may, in its
discretion, abandon any or all of the playground improvements made by Lessee or remove said
improvements and restore the Premises to its original condition, ordinary wear and tear excepted.
25. Entire Agreement. This Agreement contains the entire agreement between the
parties hereto, and supersedes any prior oral or written agreement or understanding with respect to
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the subject matter hereof. 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.
26. Venue; Applicable Law. The proper venue for any proceeding at law or in equity
or under the provisions for arbitration shall be Maricopa County, Arizona. The laws of Arizona
shall govern the construction, performance, and enforcement of this Agreement.
27. Time of Essence. Time shall be of the essence in the performance of every term,
covenant, and condition of this Agreement. If the date for performance of any obligation
hereunder or the last day of any time period provided herein shall fall on a Saturday, Sunday or
legal holiday, then said date for performance or time period shall expire on the first day
thereafter which is not a Saturday, Sunday or a legal holiday.
28. Termination. Lessor and Lessee each reserve the right to terminate this Lease
Agreement without cause at any time during the Agreement period upon giving ninety (90) days
written notice to the other. In the event Lessor or Lessee terminates this Lease during any term
hereof, the rent payment heretofore made by Lessee shall be prorated based on the number of
days remaining in the final month of occupancy. Lessor shall refund the prorated amount to
Lessee within thirty (30) days after termination.
29. Amendment; Waivers. No amendment, modification, or alteration of this
Agreement and no waiver of its terms, shall be binding unless in writing, dated subsequent to the
date of this Agreement and duly executed by Lessor. No waiver by either party of any breach of
any of the terms, covenants or conditions of this Agreement shall be construed or held to be a
waiver of any succeeding or preceding breach of the same for any other term, covenant or
condition herein contained.
30. No Partnership or Joint Venture. While Lessor and Lessee shall cooperate
with one another to assure the proper operation of the Premises, nothing in this Agreement or
otherwise in the relationship of the parties shall render them partners or joint ventures.
31. Asbestos Compliance. Lessor shall comply with all local, county, state and
federal laws with regard to asbestos-containing materials (ACM) and presumed asbestos-
containing materials (PACM), including the Occupational Safety and Health Agency’s (OSHA)
General Industry (1910.100), the OSHA Construction (1926. 1101), and the Environmental
Protection Agency’s (EPA) National Emissions Standard for hazardous Air Pollutants 40 DFR
Part 61 Subpart M. Particular attention to the notification provisions of the OSHA 1926.1101
(k(1-5) are to be adhered.
Prior to occupancy, Lessee requires completion of either a certified asbestos
survey of building materials located in all sections leased to Lessee or completion of either a
certified asbestos survey of building materials located in all sections leased to Lessee or
completion and adherence to an operations and maintenance (O&M) program that assumes all
non-sampled building materials to be positive for asbestos and identifies a standard operating
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procedure (SOP) for training, notification, maintenance, bulk sampling, disturbance and
emergency procedures with regard to all suspect building materials.
Head Start reserves the right to conduct certified asbestos building surveys within
the leased spaces of the facility. All building surveys will be provided to and / or accessible to
building owners, outside contractors, in-house maintenance, multi-employer worksite contractors
and other commercial tenants.
32. 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.
33. 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 Rental Period 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.
34. Authority to Execute. Any individual executing this Lease on behalf of or as
representative for a corporation or other person, firm, partnership or entity represents and
warrants that he/she 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.
35. 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.
36. 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.
37. 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.
38. 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 on and the same
instrument. Faxed and copied signatures are acceptable as original signatures.
39. 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.
40. Delegation of Authority. Since this Lease will require administrative action,
including execution of documents, from time to time to carry out the spirit and intent of the
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Lease, both the Chief Financial Officer for Maricopa County and the Real Estate Manager for
Maricopa County 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.
41. Notice of Sale. If the Premises are sold during the term of the Agreement, Lessor
shall be required to notify Lessee in writing, via certified mail, within thirty (30) days of the
transfer date.
42. Condemnation. If at any time during the term of the Lease more than thirty
percent (30%) of the Premises or common areas is permanently taken for any public or quasi-
public purpose by condemnation or eminent domain or by agreement in lieu thereof (a “Taking”)
then Lessor or Lessee shall have the right, at their respective options, within one hundred twenty
(120) days after the Taking, to terminate this Lease, in which event the Parties shall be released
from all future liability hereunder; provided, however, that no party shall be released from any
liability hereunder that has accrued on or before such termination. Lessor shall be entitled to the
award for its interest in the building and Lessee shall be entitled to award for Lessee’s leasehold
interest in the Premises.
43. Certification Regarding Debarment, Suspension Intelligibility And
Voluntary Exclusion
The undersigned, by signing and submitting this Agreement, represents that he/she has the
authority to certify and bind the Contractor to the terms, representations and warrants of this
Certification. The Contractor, defined as the primary participant in accordance with 45 C.F.R. Part
76, certifies to the best of its knowledge and belief that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal department or agency;
b. Have not within a 3-year period preceding this Agreement been convicted
of or had a civil judgment rendered against them for (1) the commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a public (federal, State,
or local) transaction or contract under a public transaction; (2) the violation of any federal or State
antitrust statutes or (3) the commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
c. Are not presently indicted or otherwise criminally or civilly charged by a
governmental entity (federal, State, or local) with the commission of any of the offenses
enumerated in subparagraph 2 above; and
d. Have not, within a 3-year period preceding this Agreement, had one or more
public transactions (federal, State, or local) terminated for cause or default;
e. Shall immediately notify the Department if, at any time during the term of
this Agreement, it is debarred, suspended, declared ineligible, or voluntarily excluded from
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participation. The Department may pursue available remedies in the event of such occurrence,
including immediate termination of this Agreement; and
f.
g. Shall not enter into a subcontract or sub-recipient agreement with any
person or organization that is debarred, suspended, declared ineligible, or voluntarily excluded
from participation. The Department may pursue available remedies in the event of such
occurrence, including immediate termination of this Agreement without liability.
The Contractor shall include, without modification, this Certification’s language, titled
“Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower
Tier Covered Transactions,” in all agreements with sub-grantees and other contractors; in all lower
tier covered transactions, and in all solicitations for lower tier covered transactions in accordance
with 45 C.F.R. Part 76.
If the Contractor is unable to provide this Certification, an explanation as to why shall be
immediately provided to the Department and the Contract Administrator.
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Lease No. L-7457
C-22-15-XXX-X-00
IN WITNESS WHEREOF, the parties have signed this Agreement.
LESSOR: Son Rise Faith Community LESSEE: Maricopa County
Center, Inc.
_________________________________ ____________________________________
Frederick Browning, President & CEO Chairman of the Board of Supervisors
____________________________________ ATTEST:
Date
____________________________________
Clerk of the Board Date
Approved as to Form:
____________________________________
Deputy County Attorney Date
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EXHIBIT “A”
PREMISES
Son Rise Faith Community Center
800 West Galveston Street
Chandler, AZ 85225
The South 277.45 feet of the West 392.5 feet of the East 549.5 feet of the Southwest quarter of
the Northwest Quarter of Section 28, Township 1 South, Range 5 East, of the Gila and Salt River
Base and Meridian, Maricopa County, Arizona. APN 302-49-272A.
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