C-86-13-006-1-00 L-7441 LEASE UMOM NDC FE WITH AIF.PDF

Agenda Item Id:
Item Title
LEASE AGREEMENT L-7441 WITH UMOM NEW DAY CENTERS, INC FOR ON SITE PRIMARY CARE
C Number: C-8643-0064-00
Action Requested:
Approve and Authorize the Chairman of the Board of Supervisors to execute a new Lease Agreement
No. L-7441 with UMOM New Day Centers, Inc. for the County's use of space (three exam rooms), at the
UMOM campus located at 3333 E. Van Buren, Phoenix, AZ, for the purpose of providing primary care to
the residents of the UMOM Campus and the homeless of Maricopa County. The Lessor will provide the
space at a nominal cost to the County. The initial term of the agreement will commence upon approval
of the Lease Agreement by both Lessor and Lessee and will terminate one (1) year from that date, with
an option to renew the agreement four (4) additional one (1) year renewal terms.
Board Required Information:
This Lease Agreement L-7441 was endorsed by the County's Facility Review Committee during June of
2012.
Additional Information:
Maricopa County by and through its Department of Public Health, Clinical Services, Healthcare for the
Homeless will use the office space located at 3333 E. Van Buren, Phoenix, AZ. This is a no cost Lease to
Lessee.
Expenditure Impact By FY:
No Impact
Item Notes:
(7/19/2012 8:41:15 AM) - Step: CIrkOfBrd
User: Juanita Garza - COBX
Response: APPROVE
(7/12/20123:25:33 PM) - Step: OMB
User: LeeAnn Bohn - OMBX
Response: APPROVE
Comments:
Recommend approval.
(7/18/2012 2:14:17 PM) - Step: CountyAtty

User: David Benton
Response: APPROVE
Comments:
Approved as to form
(7/18/2012 7:36:47 AM) - Step: RealEst
User: Dennis Lindsey - FINX
Response: APPROVE
Comments:
Recommend approval of this item.
(7/17/2012 3:15:11 PM) - Step: OMB_Cl
User: Dream lyn Johnson
Response: APPROVE
Comments:
Recommend Approval
(7/17/2012 3:00:28 PM) - Step: MtisMgt
User: James Foley - MMX
Response: MOVE FORWARD
Comments:
Not an OPS item.
(7/17/2012 2:40:36 PM) - Step: Depa tmentChief
User: Suzanne Gray - PLANDEVX
Response: APPROVE
(7/17/2012 2:15:47 PM) - Step: DeptHead
User: Max Porter - PHSX
Response: APPROVE
(7/17/2012 1:55:54 PM) Step: DeptCoor
User: Frances Delgado
Response: APPROVE
Comments:
All edits are complete on Lease document by Real Estate. Item is ready for approval.
(7/3/2012 9:47:56 AM) Step: RealEst
User: Dennis Lindsey - FINX

Response: APPROVE
Comments:
Recommend approval of this item.
(7/3/2012 9:41:29 AM) - Step: DepartmentChief
User: Daren IC. Frank - PLANDEVX
Response: APPROVE
Comments:
ok
(7/3/2012 9:15:33 AM) Step: DeptHead
User: Max Porter PHSX
Response: APPROVE
(7/3/2012 8:59:19 AM) - Step: DeptCoor
User: Frances Delgado
Response: APPROVE
Comments:
This is a placeholder, please move item forward.
(7/3/2012 7:11:30 AM) - Step: Originator
User: Mattkian - PHSX
Response: APPROVE
Comments:
Item is a placeholder pending final negotiations.
Is there a Financial Impact?
no
Is there related Managing for Results information?
yes
Program Activity Performance/Demand Anticipated- Results
Measure
Healthcare for the Healthcare for the Anticipated number of Anticipated 28,927 of
Homeless Homeless client contacts client contacts
General Item Information

Department: Department of Public Health
Constellation:
Contact Name: Dennis Lindsey
Phone Number: 602 506-1067
Return To: Ken Johnson
Phone Number: 602-506-1344
Location: Supervisors' Auditorium
Board:
Meeting Date: 7/25/2012
Item Tracking
ep Action . User Date
Originator APPROVE Matt Juan - PHSX 7/3/2012 7:11:28 AM
, DeptCoor APPROVE Frances Delgado 7/3/2012 8:59:17 AM
DeptHead APPROVE Max Porter - PHSX 7/3/2012 9:15:31 AM
DepartmentChief APPROVE Daren K. Frank - 7/3/2012 9:42:27 AM
PLANDEVX
RealEst APPROVE Dennis Lindsey - MIX 7/3/2012 9:47:54 AM
OriginatorMonitor RECALL Matt Juan - PHSX 7/3/2012 11:25:31 AM
DeptCoor APPROVE Frances Delgado 7/17/2012 1:55:52 PM
DeptHead APPROVE Max Porter - PHSX 7/17/2012 2:15:45 PM
DepartmentChief APPROVE Suzanne Gray - PLANDEVX 7/17/2012 2:40:33 PM
MtisMgt MOVE FORWARD James Foley - M MX 7/17/2012 3:00:25 PM
RealEst APPROVE Dennis Lindsey - FINX 7/18/2012 7:36:45 AM
Legal APPROVE David Benton 7/18/2012 2:14:15 PM
OMB APPROVE LeeAnn Bohn - OMBX 7/18/2012 3:25:31 PM
CirkOfBrd APPROVE Juanita Garza - COBX 7/19/2012 8:41:13 AM
CountyManager APPROVE Chris Pinuelas - CAOX 7/19/2012 9:16:57 AM
Board of Supervisors / Directors Approved on 7/25/2012.

Lease No. L-7441
C-86-13-006-1-00
LEASE AGREEMENT
LEASE NO. L-7441
HIS LEASE AGREEMENT ("Lease") is made as of this 25 day of
2012 ("Lease Date"), between UMOM New Day Centers, Inc., an Arizona
non-profit corporation, whose address is 3333 E. Van Buren, Phoenix, Arizona 85008 ("Lessor")
and Maricopa County, a political subdivision of the State of Arizona, whose address is 301 W.
Jefferson, Suite 960, Phoenix, Arizona 85003 ("Lessee") ("Lessor" and "Lessee" shall
collectively be referred to herein as the "Parties").
Section 1. PREMISES
• I Leased Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor
the following space: 1) three exam rooms; 2) patient registration area; 3) patient triage area; 4)
waiting room; and 5) bathroom located at the real property known as the UMOM Campus located
at 3333 E. Van Buren, Phoenix, Arizona, 85008 (the "Campus"), and depicted on Exhibit "A"
which is attached hereto and made a part hereof (the "Premises").
1.2 Use of Premises. Lessee shall use the Premises to provide primary care to the residents
• of the Campus and the homeless of Maricopa County (the "Agreed Use"). Lessee shall obtain all
required licenses prior to its occupancy of the Premises and provision of the services herein
contemplated. Once Lessee obtains all required licenses, Lessee shall have access to the Premises
on Mondays and Thursdays from 12 a.m. to 11:59 p.m. for the Agreed Use. Lessee is hereby
granted a non-exclusive right to use in common with Lessor, other tenants and occupants and .
other parties authorized by Lessor, their respective employees, agents, contractors, customers and
invitees, such sidewalks, hallways, stairways, toilets, elevators and other common areas and
facilities as Lessor shall from time to time designate for common use ("Common Areas").
Section 2. TERM
2.1 Term. The initial term of this Lease shall commence on the Commencement Date as
hereafter defined ("Initial Term") and shall expire one (1) year thereafter (the "Expiration Date").
2.2 Commencement Date. The Commencement Date shall be the date this Lease is signed
by the Chairman of the Maricopa County Board of Supervisors. The Commencement Date shall
be confirmed in writing by the Parties per mutual approval and execution of Exhibit "C" (the
"Commencement Date Confirmation") which is attached hereto and made a part hereof.
2.3 Options to Renew. Lessor hereby grants to Lessee the option of renewing the Lease for
four (4) additional one (1) year terms (individually the "Renewal Term"). To exercise a Renewal
Term, Lessee shall give Lessor written notice of its intent to renew at least ninety (90) days prior
to the Expiration Date or the expiration date of any Renewal Term. The rental rate during a
Renewal Term shall be the same as for the Initial Term. During any Renewal Term, the terms,
provisions and conditions contained within this Lease shall remain in full force and effect,
2.4 Hold Over. In the event of expiration of the Lease 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 pursuant to the terms, provisions and conditions of
this Lease.
Section 3. RENT; RENTAL TAXES; PAYMENTS
3.1 The Parties hereby agree this shall be a no-cost Lease to Lessee.
Section 4.. MEDICAL EQUIPMENT/PERSONAL PROPERTY.
4.1 Lessor Equipment. Lessor owns personal property, which includes but is not limited to
medical equipment that is maintained by Phoenix Children's Hospital pursuant to a separate
agreement, that is located within the Premises ("UMOM Equipment"). UMOM hereby grants
Lessee permission to use the UMOM Equipment for the Agreed Use. Lessor and Lessee hereby
agree that Lessee has no obligation to maintain the UMOM Equipment. The Parties acknowledge
that the UMOM Equipment shall be deemed personal property of Lessor. It is expressly
understood and agreed that Lessor retains title to all UMOM Equipment and that Lessee shall not
be responsible for any damage to the UMOM Equipment.
4.2 Lessee Equipment. Lessor and Lessee acknowledge that all equipment of Lessee
("Lessee Equipment") shall be deemed personal property of Lessee and that Lessee shall be
responsible for maintaining the Lessee Equipment. It is expressly understood and agreed that
Lessee regains title to the Lessee Equipment that Lessee brings onto the Premises. Lessor shall
not be responsible for any damage to the Lessee Equipment.
Section 5. THIS SECTION INTENTIONALLY LEFT BLANK.
Section 6. INSURANCE.
6.1 Lessor shall, at its own expense, insure the Premises, for all perils and risk coverage on
the structures(s) including, but not limited to, fire, wind, and other casualties. Lessor understands
and acknowledges that Lessee is self insured and Lessee shall be liable for bodily injury, personal
injury and property damage based upon or arising out of Lessee's use and occupancy of the
Premises.
Section 7. MAINTENANCE/UTILITIES.
7.1 Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning,
electricity, water, voice-data and replacement light bulbs and/or fluorescent tubes and ballasts for
standard overhead fixtures. Lessor shall also provide janitorial services to the Campus, Premises
and Common Areas.
7.2 Maintenance — Lessor Responsibility. Lessor shall maintain the structure of the
Campus and the Premises in good repair and shall correct any hazardous conditions existing as
the result of any structural defect or unsoundness. The term "structure" as used herein, includes
walls, roofs, floors, foundations, stairways and exterior sidewalks. It is understood that the
structure and Premises are currently in a state of good repair. Lessor shall further keep the
exterior grounds and all common areas of Project clean and free from trash and other rubbish.
Lessor shall maintain all building utility systems serving the Premises in a state of good repair.
Lessor shall maintain the Campus in a safe, operating condition.

Section 8. RETURN OF PREMISES
8.1 Lessor acknowledges it leases the Premises to Phoenix Children's Hospital on Tuesdays,
Wednesdays and Fridays. Lessor further acknowledges if the Premises are damaged beyond
ordinary wear and tear, it will be difficult to ascertain which, if any, tenant caused the damage.
Therefore, Lessee will return the Premises to the Lessor "as is" as of the Expiration Date.
Section 9. CONDEMNATION
9.1 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 receive any and all just compensation
associated with any Taking except Lessee shall be entitled to an award for Lessee's leasehold
interest and/or any relocation expenses Lessee is entitled to.
Section 10. ASSIGNMENT.
10.1 Lessee shall not assign this Lease, or sublet the Premises without the prior written
consent of Lessor, which consent shall not unreasonably be withheld. This Lease shall be binding
upon the parties hereto and their respective heirs, successors and assignees.
Section 11. ENTRY
11.1 Lessor shall have the right to inspect the Premises at reasonable times after reasonable
notice to Lessee; provided, however, Lessor may enter at any time in the event of an emergency.
Section 12. PARKING
12.1 Lessee shall have the right to use, free of charge, unreserved parking spaces at the
Campus.
Section 13. BROKERS
13.1 Lessor hereby represents and warrants to Lessee that it has not retained or dealt with any
broker with respect to this transaction. Lessee hereby represents and warrants to Lessor that it has
not retained or dealt with any broker with respect to this transaction. Lessor and Lessee each
agree to indemnify, protect and hold the other harmless for, from and against any costs, losses,
damages and expenses, including reasonable attorneys' fees, incurred by the other which arise
directly or indirectly out of the breach of such representation and warranty.
Section 14. NOTICE
14.1 All notices herein required to be given to Lessor in writing and all rent payments herein
required, shall be sent to Lessor at:
UMOM New Day Centers, Inc.
Attn: Darlene Newsom, CEO

3333 E. Van Buren
Phoenix, Arizona 85008
Notices to Lessee shall be sent to:
Maricopa County Department of Finance
Real Estate Services Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
Maricopa County Department of Public Health, HCH Services
Attn : Tresa Floyd, HCH Program Supervisor
4041 N. Central Avenue
Phoenix, Arizona 85012
14.2 Notice of Sale. If the Campus 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.
Section 15. INDEMNIFICATION
15.1 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 are caused by the willful misconduct or gross negligence of the indernnitor, its
officers, officials, agents employees, or volunteers.
Section 16. TERMINATION.
16.1 Conflicts. This Agreement is subject to A.R.& 38-511 and may be canceled by Lessee
pursuant thereto without any penalty or liability to Lessor.
16.2 Non-Appropriation of Funds. This Lease may be terminated by Lessee at the end of
any fiscal year due to non-appropriation of funds without any penalty or liability to Lessee.
Lessee's fiscal year ends June 30` h. 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 pursuant to these Sections 16.1 and
16.2.
Section 17. DEFAULT; REMEDIES
17.1 Lessee Default. Each of the following shall constitute a material breach of this Lease
and an event of default by Lessee ("Lessee Event of Default") hereunder:
(a) Lessee assigning or subleasing the Premises without Lessor's prior written
consent.
(b) Lessee's failure to observe or perform any of the material covenants, conditions
or provisions of this Lease to he observed or performed by Lessee, other than as
described in Subsection 17.1(a), where such failure shall continue for a period of thirty

(30) days after Lessee receives written notice thereof from Lessor, or such additional
period of time thereafter as Lessor and Lessee may agree in writing and may be
reasonably necessary under the circumstances to cure such default if Lessee commences
to cure such default within said thirty (30) day period and thereafter diligently proceeds
to cure such default.
17.2 Lessor Remedies. Upon the occurrence of any Lessee Event of Default and at any time
thereafter, Lessor may, but shall not be required to, terminate this Lease or exercise any remedies
now or hereafter available to Lessor at law or in equity without such exercise being deemed (a) an
acceptance of surrender of the Premises; or (b) a termination of this lease.
17.3 Lessor Default. Each of the following shall constitute a material breach of this Lease
and an event of default by Lessor ("Lessor Event of Default") hereunder:
(a) Lessor's failure to observe or perform any of the material covenants, conditions
or provisions of this Lease to be observed or performed by Lessor, other than as where
such failure shall continue for a period of thirty (30) days after Lessor receives written
notice thereof from Lessee, or such additional period of time thereafter as Lessor and
Lessee may agree in writing and may be reasonably necessary under the circumstances to
cure such default if Lessor commences to cure such default within said thirty (30) day
period and thereafter diligently proceeds to cure such default.
17.4 Lessee Remedies. In the event Lessor fails to perform any of its material obligations
under this Lease and is in default pursuant to Section 17.3 of this Lease, Lessee may, at its option,
terminate this Lease. Further, upon the occurrence of any Lessor Event of Default and at any
time thereafter, Lessee may, but shall not be required to, exercise any remedies now or hereafter
available to Lessee at law or in equity.
17.5 Attorneys' Fees and Costs. In the event Lessor or Lessee resorts 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.
Section 18. SUBORDINATION AND ATTORNMENT
18.1 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.

Section 19. ESTOPPEL CERTIFICATES
19.1 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.
Section 20. GENERAL
20.1 Lessor. The term "Lessor" as used herein includes the singular as well as the plural, the
masculine and feminine as well as the neuter.
20.2 Time is of the Essence. Time is of the essence of this Lease. 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.
20.3 No Partnership or Joint Venture. Nothing contained in this Lease shall create any
partnership, joint venture or other arrangement between Lessor and Lessee. Except and expressly
provided herein, no term or provision of this Lease is intended or shall be for the benefit of any
person or entity not a party hereto, and no such other person or entity shall have any right or
cause of action hereunder.
20.4 Venue; Governing Law. The proper venue for any proceeding at law or in equity or
under the provisions for arbitration shall be Maricopa County, Arizona and the Lessor and Lessee
hereby waive any right to object to venue. This Lease shall be construed in accordance with and
be governed by the laws of the State of Arizona,
20.5 Entire Agreement This Lease, together with any supplemental provisions attached
hereto, constitutes the entire agreement between the parties and sets forth all of the covenants,
promises, agreements, conditions and understandings between Lessor and Lessee, and there are
no covenants promises, agreements, conditions or understandings, either oral or written, between
Lessor and Lessee other than as set forth herein, and those agreements that are executed
contemporaneously herewith. 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.
20.6 Waiver. 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.
20.7 Quiet Enjoyment. Lessor covenants that Lessee upon complying with all of its
obligations hereunder, shall lawfully and quietly hold, occupy and enjoy the Premises during the
Initial Term or any Renewal Term 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.
20.8 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,
20.9 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.
20.10 No Recording. Neither Lessor nor Lessee shall record this Lease,
20.11 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.
20.12 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,
20.13 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.
20.14 Not Binding Until Signed. Submission of this instrument for examination shall not bind
Lessor in any manner, and no lease or obligation on Lessor shall arise until this Lease is executed
and delivered by both Lessor and Lessee,
20.15 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 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.

L-7441 with UMOM New Day Centers, Inc./Signature Page
IN WITNESS WHEREOF, the parties have signed this AGREEMENT
LESSOR: LESSEE:
UMOM New Day Centers. Inc. MARICOPA COUNTY BOARD OF
SUPERVISORS
thk JUL 25 2012
Date Chairman of the Board Date
Title
57Attorney Date

Lease No. L-7441
Exhibit A
Lease Premises
3333 E. Van Buren, Phoenix, AZ. 85008
UMOM Campus

Lease No. L-744 I
Exhibit B
INTENTIONALLY OMITTED

Lease No. L-7441
Exhibit C
Commencement Confirmation
COMMENCEMENT DATE CONFIRMATION
Lessor: UMOM New Day Centers. hie.
Lessee: Maricopa County, a Political Subdivision of the State of Arizona
This Commencement Date Confirmation is made by the undersigned Lessor and
Lessee pursuant to that certain Office Lease Agreement No. L-7441 dated as of
for certain premises known as the UMOM Campus
located at 3333 E. Van Buren, Phoenix, and Arizona 85008
Lease Commencement Date,, Termination Date. Lessor and Lessee hereby agree
that the Commencement Date of the Lease is . and the Termination
Date of the Lease is
Lessor: Lessee:
UMOM New Day Centers, Inc. Maricopa County
By: By:
Its: Its: Real Estate Manager

Lease No. L-7441
Exhibit D
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT CERTIFICATE
For
LEASE AGREEMENT NO. 1,7441
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"),
WITNES SETH:
WHEREAS, Tenant has entered into a lease dated the day of
, 2012 (hereinafter referred to as said Lease) for certain
premises located at 3333 E. Van Buren, Phoenix, Arizona 85008, said premises more
particularly described in said Lease, and
WHEREAS, Lender has made a loan to Lessor (UMOM New Day Centers, Inc.)
in the sum of $ secured by a [Deed of Trust, Mortgage or Deed to
Secure Debt], Assignment of Rents and Security Agreement on the Lessor's interest in
the premises (the "Security Agreement") of which the leased premises are a portion,
recorded in the official records of the Marieopa 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. Lender, Lessor and Lessee do hereby covenant and agree that the Lease with all
rights, options, liens and charges created thereby, is and shall continue to be
subordinate in all respects to the Security Agreement and the liens thereof and all
advances and rights of Lender thereunder, and to any and all renewals,
modifications, consolidations, replacements and extensions thereof, as fully and
as if the Security Agreement and all of its renewals, modifications, consolidations,

consolidations, replacements and extensions had been executed, delivered and
recorded prior to the execution of the Lease.
2. In the event it should become necessary to foreclose the Security Agreement 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 the Lease so long as Tenant
is not in default under any of the terms, covenants, or conditions of said Lease;
and has not prepaid the rent except monthly in advance as provided by the terms
of said Lease (although absent another default, Tenant's rights hereunder shall
not be disturbed due to any such prepayment, but Tenant shall not be entitled to
credit therefore).
3. Tenant agrees that in the event Lender or its successors, assigns or designees or
any other purchaser (a "Successor Landlord"), shall acquire the interest of
Landlord under the Lease by reason of the exercise of the power of sale
contained in the Security Agreement or by foreclosure or other proceedings
brought to enforce the rights of the holder thereof, by deed in lieu of foreclosure
or by any other method, Successor Landlord shall be substituted as Tenant's
landlord under the Lease, and Tenant shall attorn to Successor Landlord without
the necessity of attornment or other act or agreement, and the terms and
conditions of the Lease shall continue in full force and effect as, or as if it were,
a direct lease between Successor Landlord and Tenant. Said purchaser by virtue
of such foreclosure shall be deemed to have assumed and agreed to be bound, as
Successor Landlord, by the terms and conditions of the 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 than existing claims of Tenant against the prior Lessor. All
rights and obligations herein and hereunder to continue as though such
foreclosure proceedings had not been brought, except as aforesaid.
Accordingly, from and after such event Successor Landlord and Tenant shall
have the same remedies against each other for the breach of an agreement
contained in the Lease as Tenant and Lessor had before Successor Landlord
succeeded to the interest of the Lessor; provided however, that Successor
Landlord shall not be;
a. liable for any act or omission of any prior lessor (including Lessor); or
b. subject to any offsets or defenses that Tenant might have against any
prior lessor (including Lessor); or
c. bound by any rent or additional rent that Tenant might have paid for
more than one month in advance to any prior lessor (including Lessor);
or
d. liable for the return of any security deposit.

4. The provisions of this Agreement are binding upon and shall inure to the benefit
of the heirs, successors and assigns of the parties hereto.
5. This Agreement shall be governed by and construed in accordance with the laws
of the State of Arizona, The Parties further agree that jurisdiction and venue for
any legal action, suit or proceeding arising out of or relating to this Agreement
shall rest solely with the federal or state court having jurisdiction over Maricopa
County, Arizona, and each party hereby waives any objection which such party
may now or hereafter have to the laying of the venue of any such action, suit or
proceeding, and irrevocably submits to the jurisdiction of any such court.
6. This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original and all of which taken together shall
constitute one and the same Agreement. Any signature page of this Agreement
may be detached from any counterpart of this Agreement without impairing the
legal effect of any signatures thereon and may be attached to another counterpart
of this Agreement identical in form hereto but having attached to it one or more
additional signature pages.
[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF the parties hereto have executed these presents the day and
the year first above written.
Executed this _ day of
TENANT: Marieopa County
A political subdivision of the State of Arizona
Signature
By:
Max Wilson, Chaiiman of the Board of Supervisors
ATTEST:
Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney

LENDER:
By:
STATE OF ARIZONA
COUNTY OFMARICOPA
On this day of , 2012, before me personally appeared
, whose identity was proven to me on the basis of
satisfactory evidence to be the person whose name is subscribed to this document, and
who acknowledged that he signed the above document
Notary Public, State of Arizona
Name:
My commission expires:

The terms of he above Agreement are hereby consented and agreed to by Landlord:
LANDLORD:
-LIMON New Day Centers, Inc.
An Arizona non-profit corporation
By:
STATE OF ARIZONA
) ss.
County of MARICOPA
On this day of , 2012, before me personally appeared
whose identities were proven to rne on the basis of satisfactory
evidence to be the persons whose names are subscribed to this document, and who
acknowledged that they signed the above document.
Notary Public for the State of Arizona
Name:
My commission expires:

Exhibit E
Lease No. L-741 1
TENANT ESTOPPEL CERTIFICATE
For
LEASE AGREEMENT No. L-7441
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 Lessor and
, its successors and/or assigns
(hereinafter "Lender") and for no other person or entity.
Maricopa County, a political subdivision of the state of Arizona, is the Lessee or
Tenant under a lease agreement (hereinafter the "Lease") by and between
UMOM New Day Centers, Inc as Lessor dated
covering the premises described as: a lease of
certain medical space (the Leased Premises), located at 3333 E. Van Buren,
Phoenix, Arizona, 85008. The Leased 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.
1 The Leased Premises have been accepted by the Tenant; and the Tenant now
occupies the Leased Premises pursuant to the Lease terms. The commencement
date for the term of the Lease is , 20
3. The term of the Lease is for 12 months. The lease will terminate on
, 20 , subject to any option to renew,
extend or holdover the term as described in the Lease.
4. Lessor has completed all tenant improvement work, if any, as required under the
terms of the Lease.
Tenant claims that the Lessor has not performed the following Lessor's
obligations as directed by the Lease:
6. The current base or fixed monthly rent for the Leased 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. Rents are
fully paid (if required by the lease) through the last day of the month in which
this Estoppel Certificate has been executed.
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
other charges which have been prepaid to the Lessor 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. Tenant acknowledges that this Estoppel Certificate and the statements therein
may be conclusively relied upon by the Lessor and other person(s) or entity(ies)
named above in the first paragraph.
12. This agreement shall be binding upon and inure to the benefit of the Lessor, and
any other person(s) or entity(ies) named above in the first paragraph.
13. The execution of this document is expressly authorized by the Maricopa County
Board of Supervisors in Paragraph 28 of the Lease.
The Tenant understands and acknowledges that Lender will rely on this Estoppel
Certificate in acquiring or making a mortgage loan to Lessor and that in connection
with said loan, Lessor's interest in the Lease is being assigned to Lender as additional
security for the loan.
Executed this day of , 20
Lessee: Maricopa County
Signature
By:
Printed Name
Title: