2014-12-11 MORRISTON LEASE - PRECISION BLASTING - CLEAN.DOCX

LEASE AGREEMENT
LEASE NO. L-7448
C-76-15-0xx-3-00
1) THIS AGREEMENT made this ________ day of ___________________, 2015,
between Maricopa County, a political subdivision of the state of Arizona, (“Lessee”) and
MEI-D Properties, LLC, an Arizona limited liability company (“Lessor”). Lessor hereby
leases to Lessee approximately 1,830 square feet of ground space within Lessor’s
property as shown in Exhibit “A” (the “Premises”) which exhibit is attached and made a
part hereof. The Premises is located within the parcel identified as APN 503-99-009A
and having an address of 47515 North U.S. Highway 60, Morristown, Arizona 85342 (the
“Project”). Lessee shall have unencumbered ingress and egress across the Project to the
Premises. Lessee shall have the right to park up to four (4) vehicles at any one time at the
Project in parking areas that are in close proximity to the Premises and as designated by
Lessor. Lessee shall neither park nor circulate vehicles at the Project in such a manner as
to impede the Lessor’s operations at the Project.
2) Lessee shall use the Premises for the development, operation, maintenance and
repair of a wireless communication facility for the purpose of public safety
communications and government related communication purposes.
3) The Commencement Date shall be July 1, 2015, or the date of Lessee occupancy
and beneficial use of the Premises, whichever is later. The Commencement Date shall be
confirmed in writing by the parties to the Agreement per mutual approval and execution
of Exhibit “C” (the “Commencement Date Confirmation”) which is attached hereto and
made a part hereof. Lessee shall have the right to access and enter the Premises prior to
the Commencement Date (the “Early Occupancy Period”) at no charge to the Lessee for
the purpose of construction and installation of Lessee’s improvements, fixtures,
equipment and wireless communication systems. During said Early Occupancy Period,
Lessee shall not hinder or delay the Lessor’s operation at the Project.
4) Upon invoice, Lessee agrees to pay annual rent to Lessor on the first day of July
in the amounts shown in this Section 4, subject to the applicable modifications to the rent
and the rent payment date for the initial lease year as specified herein. Rent shall not
accrue prior to the Commencement Date. If the Commencement Date is other than July
1, 2015, the initial lease year rent shall be prorated based upon the partial lease year
resulting from the Commencement Date. Prorated rent for the initial lease year shall be
payable within 20 days of the Commencement Date.
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Lease Year Annual Rent
1 $7,200.00
2 $7,344.00
3 $7,491.00
4 $7,641.00
5 $7,794.00
6 $7,949.00
7 $8,108.00
8 $8,271.00
9 $8,436.00
10 $8,605.00
5) Lessee shall have the right to complete improvements, at Lessee’s sole
cost and expense, at the Project (the “Improvements”) as generally depicted in Exhibit
“B” which exhibit is included herewith and made a part of this Agreement. During the
development phase of the Improvements, Lessee shall have the right to park up to four
(4) vehicles at the Project in parking areas as designated by Lessor with such parking
areas in close proximately to the Premises. Upon completion of the Improvements,
Lessee shall return any site condition of the Project that was directly impacted by the
development of the Improvements to reasonably the same condition, or a better condition,
that existed prior to development of the Improvements. Lessee, at its own expense and
with prior written consent of Lessor, may make further improvements as the Lessee
deems reasonably necessary to make the Premises suitable for use by the Lessee. Lessor
shall not unreasonably withhold consent to make such additional improvements.
6) Lessor shall, at its own expense, insure the Project, for all perils and risk coverage
for the common areas of the Project including, but not limited to, fire, wind, burglaries
and other casualties. Lessor understands and acknowledges that Lessee is self-insured.
7) Lessee shall be responsible for utility services provided for the Premises,
including but not limited to electricity, fuel, and voice-data. Lessee shall be responsible
for maintaining the Premises.
8) Lessor shall maintain the Project in a safe, operating condition. Lessor shall keep
the exterior grounds and all common areas of the Project clean and free from trash and
other rubbish. It is understood that the Project is currently in a state of good condition.
Lessor shall maintain all public utility systems serving the Premises in a state of good
order.
9) If Lessor, for any reason whatsoever, cannot deliver possession of the Premises to
Lessee by April 1, 2015, the Agreement shall be voidable, at Lessee’s option. Lessee
shall notify Lessor within thirty (30) days that the Agreement is being terminated for non-
delivery. However, in the event the Lessee desires to continue the Agreement, the rental
period shall commence upon delivery of possession by Lessor. If Lessee has prepaid the
said rent, Lessor shall refund or credit Lessee on a pro rata basis.
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10) Subject to ordinary wear and tear, at the expiration of the Agreement, Lessee will
return the Premises to the Lessor in good condition. Lessee may, at its sole discretion,
abandon the improvements made to the Premises and Project by Lessee or remove said
improvements and restore the Premises and Project to its original condition, ordinary
wear and tear accepted.
11) Lessor hereby grants to Lessee the option of renewing the Agreement for one (1)
additional ten-year term. To exercise the renewal option, Lessee shall give Lessor
written notice of its intent to renew at least ninety (90) days prior to the expiration of the
initial term of the Agreement. The rental rate during the renewal term of the Agreement
shall be at the following:
Lease Year Annual Rent
11 $8,777.00
12 $8,952.00
13 $9,131.00
14 $9,314.00
15 $9,500.00
16 $9,690.00
17 $9,884.00
18 $10,082.00
19 $10,283.00
20 $10,489.00
In the event of expiration of the Agreement without renewal, Lessor hereby grants
to Lessee the right of continued occupancy of the Premises as “hold over tenant” on a
“month to month” basis for up to six months at the lease rate in effect for the last month
of the current term of the Agreement.
12) Lessee shall have the right to terminate the Agreement (“Early Termination”) by
giving at least 90-day prior written notice to Lessor via certified mail. The Agreement
may be terminated by Lessee at the end of any fiscal year for non-appropriation of funds
by the governing body or legislature. The Lessee’s fiscal year ends June 30.
13) In the event of partial or complete damage or destruction of the Premises from
any cause, Lessee or Lessor may terminate the Agreement. If the Agreement is not
terminated and Lessor restores the Premises to the former condition, Lessee may, at
Lessee’s sole option, re-enter said Premises. Monthly rent shall be prorated for the
period during which Lessee was unable to occupy the Premises, and credited to the
amount due by Lessee in the event Lessee re-enters the Premises. Prepaid rent shall be
refunded to Lessee in the event Lessee terminates this Agreement pursuant to the
provisions of this paragraph. If at any time during the term of the Agreement more than
thirty percent (30%) of the Premises or common areas of the Project is permanently taken
for any public or quasi-public purpose by condemnation or eminent domain or by
agreement in lieu thereof (a “Taking”) then the Agreement shall not terminate any sooner
than 120 days from the date of such Taking and Lessor shall be entitled to the award for
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the fee interest in the Project and Lessee shall be entitled to award for Lessee’s leasehold
interest in the Project.
14) Lessee shall not assign the Agreement, or sublet the Premises without written
consent of Lessor, which consent shall not unreasonably be withheld.
15) Lessor shall have the right to inspect the Premises at reasonable times after
reasonable notice to Lessee.
16) The term “Lessor” as used herein includes the singular as well as the plural, the
masculine and feminine as well as the neuter.
17) If the Premises is 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.
18) Lessee shall have the right to use, free of charge, available parking spaces at the
Project with close proximity to the Premises.
19) Time is of the essence of this Agreement.
20) The parties agree that the laws of Arizona shall govern performance and
conditions of the Agreement.
21) All notices herein required to be given to Lessor in writing and all rent payments
herein required, shall be sent to Lessor at:
MEI-D Properties, LLC
Attn: Luke Meister
47515 N. US Highway 60
Morristown, AZ 85342
Notices to Lessee shall be sent to:
Maricopa County Department of Finance
Real Estate Services Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
All rent request, herein required given Lessee, shall be sent to:
Maricopa County Wireless Department
Attention: Financial Administrator
3324 W. Gibson Lane
Phoenix, Arizona 85009
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22) The Agreement is subject to A.R.S. 38-511 and may be canceled pursuant thereto.
23) Subordination and attornment: Upon written request of Lessor, or any first
mortgage or first deed of trust beneficiary of Lessor, or ground lessor of Lessor, Lessee
shall, in writing per Exhibit “D” which is attached hereto and made a part hereof,
subordinate its rights under the Agreement to the lien of any first mortgage or first deed
of trust, or to the interest of any lease in which the Lessor is lessee, and to all advances
made or hereafter to be made thereunder. However, before signing the subordination
agreement per Exhibit “D”, Lessee shall have the right to obtain from any lender or lessor
requesting such subordination, an agreement in writing providing that, as long as Lessee
is not in default hereunder, the Agreement shall remain in effect for the full term. The
holder of any security interest may, upon written notice to Lessee, elect to have the
Agreement prior to its security interest regardless of the time of the granting or recording
of such security interest. In the event of any foreclosure sale, transfer in lieu of
foreclosure or termination of the lease in which Lessor is lessee, Lessee shall attorn to the
purchaser or the transferee of Lessor as the case may be, and recognize that party as
Lessor under the Agreement, provided such party acquires and accepts the Premises
subject to the Agreement.
24) Lessee Estoppel Certificates: Within thirty (30) days after written request from
Lessor, Lessee shall execute and deliver to Lessor or Lessor’s designee, a written
statement per Exhibit “E” which is attached hereto and made a part hereof certifying: (a)
that the Agreement 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 rent and the date to
which the base rent and additional rent 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 claim default. Any such
statement may be relied upon by a purchaser, assignee, or lender.
25) Since this Agreement will require administrative action, including execution of
documents, from time to time, to carry out the spirit and intent of the Agreement, 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 Agreement, whether or not specific authority is granted in any
provision of this Agreement.
26) 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 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 which result in vicarious/derivative liability to the
indemnitee are caused only by the willful misconduct or gross negligence of the
indemnitor, its officers, officials, agents employees, or volunteers.
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27) This Agreement, together with any supplemental provisions attached hereto,
constitutes the entire Agreement between the parties. 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. The Agreement shall be
binding upon the parties hereto and their respective heirs, successors and assignees.
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L-7448 with MEI-D Properties, LLC/Signature Page
IN WITNESS WHEREOF, the parties have signed this AGREEMENT
LESSOR: LESSEE:
MEI-D PROPERTIES, LLC MARICOPA COUNTY
_____________________________ _____________________________________
Signature Date Chairman of the Board Date
______________________________
Title ATTEST:
_____________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
___________________________________
Deputy County Attorney Date
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Lease No. L-7448
C-76-14-0xx-3-00
Exhibit A
Premises
See attached drawing: MORR– Title Sheet & Project Information – Sheet T-1,
revised 7/01/14; and
See attached drawing: MORR – Overall Site Plan – Sheet ZD-1, revised 7/01/14.
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Lease No. L-7448
C-76-15-0xx-3-00
Exhibit B
The Improvements
See attached drawing: MORR– New Site Plan – Sheet ZD-2, revised 7/01/14; and
See attached drawing: MORR – New Equipment Room Layout – Sheet ZD-3, revised
7/01/14; and
See attached drawing: MORR – New Elevations – Sheet ZD-4, revised 7/01/14.
.
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Lease No. L-7448
C-76-15-0xx-3-00
Exhibit C
Commencement Confirmation
COMMENCEMENT DATE CONFIRMATION
Landlord: MEI-D Properties, LLC, an Arizona limited liability company
Tenant: Maricopa County, a Political Subdivision of the State of Arizona
This Commencement Date Confirmation is made by the undersigned Landlord
and Tenant pursuant to that certain Office Lease Agreement No. L-7448 dated as of
____________________, 2015 for certain premises known as the Maricopa County
Morristown Wireless Communications Site at 47515 N. U.S. Highway 60, Morristown,
Arizona 85342.
Lease Commencement Date, Termination Date. Landlord and Tenant hereby
agree that the Commencement Date of the Lease is ________________, and the
Termination Date of the Lease is ___________________.
LANDLORD: TENANT:
MEI-D Properties, LLC Maricopa County
By: __________________________ By: __________________________
Its: ___________________________ Its: Real Estate Manager
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Lease No. L-7448
C-76-15-0xx-3-00
Exhibit D
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT CERTIFICATE
for
LEASE AGREEMENT NO. L-7448
THIS AGREEMENT dated the ______day of ____________, 20___ between
________________________________________________________________________
(hereinafter referred to as Lender) and Maricopa County, a political subdivision of the
state of Arizona (hereinafter referred to as Lessee or Tenant),
WITNESSETH:
WHEREAS, Tenant has entered into a lease dated ________________________,
2015 (hereinafter referred to as said Lease) for certain premises located at 47515 N. U.S.
Highway 60, Morristown, Arizona 85342, said premises more particularly described in
said Lease, and
WHEREAS, Lender has made a loan to Landlord (MEI-D Properties, LLC) in the
sum of $_________________ secured by a [Deed of Trust, Mortgage or Deed to Secure
Debt], Assignment of Rents and Security Agreement on the Landlord’s interest in the
premises (the “Security Agreement”) of which the leased premises are a portion, recorded
in the official records of the Maricopa County Recorder’s Office, and
WHEREAS, Tenant has agreed to the subordination of the Lease to the Security
Agreement on the condition that it is assured of continued use and occupancy of the
premises under the terms of said Lease and this Agreement, and
WHEREAS, Lender agrees to such continued use and occupancy by Tenant
provided that by these presents Tenant agrees to recognize and attorn to Lender of
purchaser in the event of foreclosure or otherwise.
NOW, THEREFORE, in consideration and the sum of $10.00 by each party in
hand paid to the other, receipt of which is hereby acknowledged, it is hereby mutually
covenanted and agreed as follows:
1. In the event it should become necessary to foreclose the Deed of Trust or Lender
should otherwise come into possession of the premises, Lender will not join
Tenant under said Lease in summary or foreclosure proceedings and will not
disturb the use and occupancy of Tenant under said Lease so long as Tenant is not
in default under any of the terms, covenants, or conditions of said Lease.
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2. Tenant agrees that in the event any proceedings are brought for the foreclosure of
any such Deed of Trust it will attorn to the purchaser of such foreclosure sale and
recognize such purchaser as the Landlord under said Lease. Said purchaser by
virtue of such foreclosure to be deemed to have assumed and agreed to be bound,
as “Substitute Landlord”, by the terms and conditions of said Lease until the
resale or other disposition of its interest by such purchaser, except that such
assumption shall not be deemed of itself an acknowledgement of such purchaser
of the validity of any then existing claims of Tenant against the prior Landlord.
All rights and obligation herein and hereunder to continue as though such
foreclosure proceedings had not been brought, except as aforesaid. Tenant agrees
to execute and deliver to any such purchaser such further assurance and other
documents, including a new lease upon the same terms and conditions as the said
Lease, confirming the foregoing as such purchaser may reasonably request.
Tenant waives the provisions of any statute or rule of law now or hereafter in
effect which may give or purport to give it any right or election to terminate,
except as expressly provided for in said Lease, or otherwise adversely affect the
said Lease and the obligations of Tenant thereunder by reason of any such
foreclosure proceeding. Accordingly, from and after such event “Substitute
Landlord” and Tenant shall have the same remedies against each other for the
breach of an agreement contained in the Lease as Tenant and Landlord had before
“Substitute Landlord” succeeded to the interest of the Landlord; provided
however, that “Substitute Landlord” shall not be;
a. liable for any act or omission of any prior landlord (including
Landlord); or
b. subject to any offsets or defenses that Tenant might have against nay
prior landlord (including Landlord); or
c. bound by any rent or additional rent that Tenant might have paid for
more than one month in advance to any prior landlord (including
Landlord); or
d. liable for the return of any security deposit.
3. The provisions of this Agreement are binding upon and shall inure to the benefit
of the heirs, successors and assigns of the parties hereto.
4. The execution of this document is expressly authorized by the Maricopa County
Board of Supervisors in Paragraphs 23 and 25 of the Lease.
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IN WITNESS WHEREOF the parties hereto have executed these presents the day and
the year first above written.
Executed this ___ day of _________________, 20__.
TENANT: Maricopa County
__________________________________
Signature
By: _______________________________
Printed Name
Title: _____________________________
The terms of the above Agreement are hereby consented and agreed to.
__________________________________
Owner and Landlord
By:_______________________________
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Exhibit E
Lease No. L-7448
C-76-15-0xx-3-00
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L-7448
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 Landlord
and _____________________________________________, its successors and/or
assigns (hereinafter “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 ground lease agreement (hereinafter the “Lease”) by and
between MEI-D Properties, LLC, as Lessor dated
____________________________, 2015 covering the premises described as: a
ground lease of approximately 1,830 square feet (the Leased Premises), located
within APN 503-99-009A at 47515 N. U.S. Highway 60, Morristown, Arizona
85342. 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 set forth in Exhibit C to the Lease.
3. The term of the Lease is for 120 months. The lease will terminate on
____________, 20__, subject to any option to renew, extend or holdover the
term as described in the Lease.
4. To the best of Tenant’s knowledge, Landlord has completed all improvement
obligations, if any, as required under the terms of the Lease.
5. Tenant claims that the Landlord has not performed the following Landlord’s
obligations as directed by the Lease: __________________________________.
6. The current base or fixed monthly rent for the Premises is $________ . Tenant
has paid the current monthly rent in full. There are no other rents or other
charges under the Lease which are, at this time, due and unpaid.
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
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other charges which have been prepaid to the Landlord by Tenant under the
Lease.
9. Tenant has no right or option to purchase any portion of the Real Property upon
which the Leased 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. This agreement shall be binding upon and inure to the benefit of the Landlord,
and any other person(s) or entity(ies) named above in the first paragraph.
12. The execution of this document is expressly authorized by the Maricopa County
Board of Supervisors in Paragraphs 24 and 25 of the Lease.
Executed this ___ day of _________________, 20__.
TENANT: Maricopa County
__________________________________
Signature
By: _______________________________
Printed Name
Title: _____________________________
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