ENV_L7415_3109_IG-LSE_CLEAN.DOCX
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Lease No. CA00167
C-xx-xx-xxx-x-xx
LEASE AGREEMENT
LEASE NO. CA00167
THIS LEASE AGREEMENT ("Lease'') made this ____ day of __________ , ______ , between
Arrowsport Holdings, LLC, a limited liability corporation ("Lessor") and Maricopa County, a
political subdivision of the State of Arizona ("Lessee" or "County"), Lessor and Lessee shall
collectively be referred to herein as the "Parties".
Section 1. PREMISES.
1.1
Leased Premises. Lessor owns certain real property located at 16140 N. Arrowhead
Fountain Center Dr. #105, Peoria, AZ, with 5,324 square feet of office space (the "Premises")
and, Lessee is authorized to enter into a full service lease agreement with Lessor pursuant to
of A.R.S. 11-251.
1.2
Use of Premises. Lessee shall have exclusive use of the Premises for the operation of
an Environmental Services facility and no other purpose. Lessee shall have access to the
Premises twenty-four (24) hours per day and seven (7) days per week. 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 Term of this lease shall be for a period of five (5) years, commencing
February 1, 2026 and expiring on January 31, 2031 (“Term”).
2.2
Hold Over. In the event of expiration of the Lease, 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 Term of the Lease
pursuant to the terms, provisions and conditions of this Lease.
Section 3. CONSIDERATION.
3.1
Rent. In consideration for the use of Lessor's property, Lessee agrees to pay as
base rent, in equal monthly installments, the sums as follow:
Years 1 – 5 = $20.41 full service rentable square feet or $9,055.24 plus rental tax per
month.
3.2
Operating Expenses. Base year for operating expenses and real estate taxes is
Calendar Year 2016, grossed up to 95% occupancy for the purpose of the base year.
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Controllable expenses shall be capped at a maximum of five percent (5%) annually.
Lessor will perform and bear all the costs of all necessary capital repairs and capital
replacements (including, without limitation, those costs required for compliance with
laws) involving the base building, parking areas, and major building systems (foundation,
exterior walls, HVAC unit replacement, structural elements and roof structure of the
building and Premises), without passing through such costs to Lessee as part of operating
expenses.
3.3
Allocation of Operating Costs. In addition to the f i r s t e q u a l m o n t h l y
i n s t a l l m e n t o f b ase r ent and all other sums payable pursuant hereto, Lessee shall pay
to Lessor on the first day of each Lease year Lessee's Pro Rata Share, as hereafter defined, of
the Operating Costs, as hereafter defined.
3.4
Definition of Operating Costs. The term "Operating Costs" for the purpose of this
Lease shall mean all costs, expenses and fees incurred by Lessor in its operation and
maintenance of the Common Areas. Lessor shall cap the controllable components of the
Operating Costs at five percent (5%) per year. Utilities, real estate and rental taxes and
insurance are not controllable expenses.
Operating Costs shall not include (a)
leasing/broker/real estate agent commissions and finder's fees; (b) costs directly chargeable to
or recoverable from any tenant under a lease of space of any of the buildings in the complex;
(c) attorneys' fees and costs incurred in the preparation and enforcement of any lease of space
in any of the buildings in the complex, (d) interest expenses, principal amortization on any
mortgages or deed of trust executed by Lessor with respect to the real property, and rental
under any ground lease for the real property; (f) the costs of electrical energy or other utilities
or services furnished directly to Lessee or a permitted tenant of the building or the cost of any
work or service furnished to Lessee or any permitted tenant of the building for which the Lessor
is entitled to be reimbursed by such tenant as additional rent (understanding that the existence
of any such tenant shall only be permitted with Lessee's prior approval as set forth in this
Lease); (g) interest or penalties assessed as a result of late payments of taxes, utility bills or
other such costs (unless resulting from Lessee's failure to pay Operating Costs in accordance
with this Lease); (h) ground rent and rent under any other underlying lease; (i) costs associated
with the operation of the business of the entity which constitutes Lessor, as distinguished from
the costs of operation of the real property or the building, including accounting and legal
matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating,
financing, mortgaging or hypothecating any of Lessor's interest in the real property, costs of
any disputes between Lessor and its employees, disputes between Lessor and the building
manager, and outside fees paid in connection with disputes with other tenants; j) expenses
directly resulting from the breach of this Lease by Lessor, or the gross negligence of Lessor,
its agents, contractors or employees; (k) salaries and the cost of other compensation paid to
executive and managerial employees of Lessor above the level of property manager (including
profit sharing, bonuses and other employee benefit plans); (l) any bad debt loss, rent loss,
reserves for bad debts or rent loss, or legal fees incurred in collecting rent or other obligations
from other tenants of the building; (m) reimbursable costs for which Lessor is reimbursed by
its insurance carrier, any tenant's carrier, any tenant, any warrantor or any other third party;
(n) expenses for the correction of defects in initial construction of the building or the real
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property to the extent such defects are covered by any applicable contractor's or manufacturer's
warranty; (o) fines or penalties incurred due to violations by Lessor of applicable laws (unless
caused by Lessee, its employees, agents or contractors); (p) fees for services rendered to the
real property or the building by entities that control, are controlled by, or under common control
with, Lessor or any of Lessor's members, to the extent such fees exceed the market rate payable
for comparable services if rendered by unrelated third parties; (q) Capital Cost expenditures
as defined below; (r) and, costs of any service provided to a tenant for which Lessor is
entitled pursuant to such tenant's lease to receive reimbursement.
"Capital Cost" - all costs of a capital nature, including, but not limited to, capital
improvements, capital repairs, capital equipment, and capital tools, all as determined in
accordance with generally accepted accounting principles, consistently applied, and sound
management practices, except (i) any capital improvement made to the building which
actually reduces Operating Costs, amortized on a straight-line basis, including interest at
the lesser of the interest rate actually paid by Lessor or 7.0% per annum, over the
improvement's useful life in accordance with generally accepted accounting principles,
provided, however, the annual amortization shall not exceed the annual amount of
Operating Costs actually saved as a result of such capital improvement (notwithstanding,
any replacements due to equipment being at the end of its useful life cannot be escalated), or
(ii) capital expenditures required by government regulation or law enacted after the
commencement d ate of this Lease, the amount of such costs to be amortized on a straight-line
basis, with interest at the lesser of the interest rate actually paid by Lessor or 7.0% per annum,
over the asset's useful life in accordance with generally accepted accounting principles, or
(iii) any cost incurred which is not considered annual recurring routine maintenance but
maintains the general appearance of the building/complex (i.e., painting of the common areas,
replacement of carpet in common areas, maintenance of stone/tile) the aggregate cost of which
does not exceed $10,000 in any calendar year with the amount of all such costs to be amortized
on a straight-line basis over the useful life, with interest at the lesser of the interest rate actually
paid by Lessor or 7.0% per annum. In no event shall the costs of replacing or retrofitting
the heating, ventilation and air conditioning ("HVAC") system to comply with any of
Sections 604-606 and/or 608 of the Clean Air Act be included in Operating Costs.
3.5
Pro Rata Share. Lessee's Pro Rata Share of the Operating Costs shall be the
ratio that the rentable area of the Premises bears to the rentable area of the complex (“Pro Rata
Share").
3.6
Estimate of Operating Costs. Subject to Section 3.2 of this Lease, at least sixty
(60) calendar days prior to the beginning of any Lease year, Lessor shall prepare and give to
Lessee an estimate of the total Operating Costs for the upcoming Lease year ("Estimate").
Within fifteen days upon receipt of the Estimate, Lessee may object to any term of the Estimate
in writing to Lessor ("Objection"). Within fifteen (15) days after receipt of any Objection,
Lessor and Lessee shall discuss the Estimate and shall mutually agree to the final terms of the
Estimate in writing ("Final Estimate"). Upon written agreement of the terms of the Final
Estimate by the Parties in writing, the Final Estimate shall become the Operating Costs for
the Lease year. If the Operating Costs paid by Lessee is less than Lessee's actual Pro Rata
Share, Lessee shall pay the additional amount owed to Lessor with the next installment of
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the Operating Costs, subject to review and approval by Lessee. Lessor shall immediately
reimburse Lessee for any Operating Costs billed to Lessee in error.
3.7
Verification of Operating Costs. Lessor shall keep books, records and accounts
of the Operating Costs for each Lease year in accordance with procedures conforming to
generally accepted accounting principles, consistently applied, with respect to all aspects
of determining Lessee's Pro Rata Share of the Operating Costs and real estate taxes. Lessee
shall have the right during the three (3) years after termination of the Lease and during
regular business hours of Lessor to examine, review, audit and inspect such books, records
and accounts to ensure accuracy. Lessee shall provide Lessor with reasonable notice of
Lessee's intent to examine Lessor's operating cost records.
Section 4. INSURANCE.
4.1
Lessee represents and Lessor acknowledges that Lessee is self-insured.
Section 5. MAINTENANCE/UTILITIES.
5.1
Utilities - Lessor shall be responsible for the payment of all utility services provided
to the Premises including but not limited to electricity, gas, trash, water, and sewer services
fees. Lessee shall be responsible for the payment of phones, internet services (to include internet
and phone wiring) and security systems.
5.2
Maintenance - Lessor agrees to provide all janitorial services and necessary
maintenance services to the improvements throughout the Term of this lease or any extensions
thereof. Lessor shall maintain the structure of 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 keep all mechanical, plumbing, electrical and air-
conditioning/HVAC operating and in a state of good repair. Lessor shall further keep the
exterior grounds and all common areas of complex 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 complex in a safe, operating condition.
Section 6. RETURN OF PREMISES.
6.1
At the expiration of the Lease, Lessee will have no restitution obligations.
Section 7. ASSIGNMENT.
7.1
Lessee will 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 assigns.
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Section 8. ENTRY.
8.1
Lessor shall have the 1ight to inspect the Premises at reasonable times after
reasonable notice to Lessee.
Section 9. NOTICE.
9.1
All notices herein required to be given to Lessor in writing and shall be sent to
Lessor at:
Arrowsport Holdings LLC
c/o RevCorp Inc.
PO Box 4209
Mesa, AZ 85211
With a copy to email: mail@revcorp.com
Notices to Lessee shall be sent to:
Maricopa County Real Estate Department
Attn: Director
2801 W. Durango Street
Phoenix, AZ 85009
All notices to Environmental Services staff shall be sent to County at:
Environmental Services
Attn: Director
1001 N. Central Ave.
Phoenix, AZ 85004-1952
Section 10. NOTICE OF SALE. If the Premises are sold during the Term of the Lease,
Lessor shall be required to notify Lessee in writing, via certified mail, within thirty (30)
days of the transfer date.
Section 11. INDEMNIFICATION.
11.1
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 indemnitor, its officers, officials, agents employees, or volunteers.
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Section 12. TERMINATION.
12.1
General. Either Lessor or Lessee may terminate this Lease during the Term hereof
by giving the other party ninety (90) days prior written notice by certified mail of intent to
terminate.
12.2
Conflicts. This Lease is subject to A.RS. 38-511 and may be canceled by
Lessee pursuant thereto without any penalty or liability to Lessee.
12.3
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. County's fiscal year ends June 30th. 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 County or its employees, agents, officers, directors, members, successors or
assigns from or relating in any way to County's termination of this Lease pursuant to these
Sections 12.1, 12.2 and 12.3.
Section 13. DEFAULT; REMEDIES.
13.1
Lessee Default. Each of the following shall constitute a material breach of this Lease
and an event of default by Lessee ("County Event of Default") hereunder:
(a) Lessee's failure to pay any consideration or any other dollar amount under this
Lease when due, where such failure shall continue for a period of ten (10) business days
after Lessee receives written notice thereof from Lessor.
(b) Lessee assigning or subleasing the Premises without Lessor's prior written consent.
(c) Lessee's failure to observe or perform any of the material covenants, conditions or
provisions of this Lease to be observed or performed by Lessee, other than as described
in Subsection 13.l (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.
13.2
Lessor Remedies. Upon the occurrence of any County Event of Default and at any
time thereafter, Lessor may terminate this Lease. Further, upon any occurrence of any County
Event of Default and at any time thereafter, Lessor may, but shall not be required to, exercise
any remedies now or hereafter available to Lessor at law or in equity.
13.3
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
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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 Lessee commences to cure such default within said thirty (30)
day period and thereafter diligently proceeds to cure such default.
13.4
Lessee Remedies. In the event Lessor fails to perform any of its material
obligations under this Lease and is in default pursuant to Section 13.3 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.
13.5
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.
Section 14. SUBORDINATION AND ATTORNMENT.
14.1
Upon written request of Lessor, or any first mortgage or first deed of trust
beneficiary of Lessor, Lessee shall, in writing per Exhibit "A" which is attached hereto
and made a part hereof, subordinate its rights under the Lease 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 "A", Lessor 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 Lease shall remain in effect for the full Term
subject to Sections 12.2 and 12.3. The holder of any security interest may, upon written
notice to Lessee, elect to have the Lease 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 Lease, provided such party acquires and accepts the Premises
subject to the Lease.
Section 15. ESTOPPEL CERTIFICATES.
15.1
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 “B" which is
attached hereto and made a part hereof certifying: (a) that the Lease 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 consideration and the date to which the base consideration and
additional consideration 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
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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 16. GENERAL.
16.1
Lessor. The term "Lessor" as used herein includes the singular as well as the
plural, the masculine and feminine as well as the neuter.
16.2
Time is of the Essence. Time is of the essence of this Lease. The word(s) "day"
or "days" as utilized in this Agreement shall mean calendar days unless expressly stated
otherwise. 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.
16.3
No Partnership or Joint Venture. Nothing contained in this Lease shall create
any partnership, joint venture or other arrangement between Lessor and Lessee. Except as
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.
16.4
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
County 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.
16.5
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.
16.6
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.
16.7
Quiet Enjoyment. Lessor covenants that Lessee, upon paying all base 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 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.
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16.8
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.
16.9
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.
16.l0 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.
16.11 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.
16.12 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 one and
the same instrument. Faxed and copied signatures are acceptable as original signatures.
16.13 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.
16.14 Administration of Agreement. The Assistant County Manager for Maricopa
County, and/or the Real Estate Director for Maricopa County or the Director for Maricopa
County Environmental Services shall administer this Lease, including execution of
documents.
16.15 Parking Requirements. Lessor shall provide a minimum, 5 spaces per 1,000
square feet (5:1,000 SF) free unreserved parking stalls. Lessor shall permit Lessee to park
9 County owned vehicles overnight.
16.16 Expansion Rights and Right of First Refusal. The Lessee shall be granted a
right of first refusal on all contiguous space.
16.17 Building Operating Hours. Lessee shall have 24-hour, seven (7) days per week
access to the Premises. Lessee understands that the normal operating hours for the
building's mechanical systems is Monday through Friday from 7:00 am to 6 pm and
Saturday from 7:00 am to Noon. Lessee shall receive twenty-four (24) hour supplemental
cooling for Lessee's server room at no cost to the Lessee.
16.18 Signage. Lessor agrees to approve building signage so long as it is in harmony with
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other building signage and meets the City of Peoria's approval process. Cost of signage
(including removal at end of Term) is at Lessee's expense.
16.19 Non-Discrimination. Lessor agrees to comply with all provisions and requirements of
Arizona Executive Order 2009-09, including flow down of all provisions and requirements to
any subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends
Executive Order 75-5 and is hereby incorporated into this Lease as if set forth in full herein.
During the Term of this Lease, Lessor shall not discriminate against any employee, client, or
any other individual in any way because of that person’s age, race, creed, color, religion, sex,
disability, or national origin. (Arizona Executive Order 2009-09 can be viewed at
https://apps.azsos.gov/public_services/register/2009/46/governor.pdf)
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the Parties have signed this Lease
LESSOR:
Arrowpoint, LLC
_______________________________
Rodney J. Crotty, Member
Page 12 of 19
LESSEE:
MARICOPA COUNTY
BOARD OF SUPERVISORS
BY:
______________________________________________
Chair of the Board
Date
ATTEST:
__________________________________________
Clerk of the Board
Date
Approved as to form:
__________________________________________
Deputy County Attorney
Date
Page 13 of 19
Exhibit "A"
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
CERTIFICATE
for
LEASE AGREEMENT NO. CA00167
THIS AGREEMENT (SNDA) is executed by and between, between
(hereinafter referred to as Lender) and Maricopa County, a political subdivision of the state of
Arizona (hereinafter referred to as Lessee or County),
WITNESSETH:
WHEREAS, Lessee has entered into a lease agreement dated
(hereinafter referred
to as said Lease) for certain premises located at 16140 N. Arrowhead Fountain Dr., 105, Peoria,
Arizona, said premises more particularly described in said Lease, and
WHEREAS, Lender has made a loan to Lessor (Arrowsport Holdings 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 Lessor'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, Lessee 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 SNDA, and
WHEREAS, Lender agrees to such continued use and occupancy by Lessee provided that by these
presents Lessee agrees to recognize and attorn to Lender of purchaser in the event of foreclosure
or otherwise.
NOW, THEREFORE, for good and valuable consideration, 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 Security Agreement or Lender
should otherwise come into possession of the premises, Lender will not join Lessee under
said foreclosure or possession 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.
2. Lessee agrees that in the event any proceedings are brought for the foreclosure of any
such Security Agreement it will attorn to the purchaser of such foreclosure sale and
recognize such purchaser as the Lessor under said Lease. Said purchaser by virtue of
such foreclosure to be deemed to have assumed and agreed to be bound, as "Substitute
Lessor", 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
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itself an acknowledgement of such purchaser of the validity of any then-existing claims
of Lessee 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. Lessee agrees to execute and deliver to any such purchaser such further
assurance and other documents, including confirming the foregoing as such purchaser
may reasonably request. Lessee 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. Accordingly, from and after
such event "Substitute Lessor" and Lessee shall have the same remedies against each
other for the breach of an agreement contained in the Lease as Lessee and Lessor had
before "Substitute Lessor" succeeded to the interest of the Lessor; provided however,
that "Substitute Lessor" 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 Lessee might have against any prior lessor
(including Lessor); or
c. bound by any rent or additional rent that Lessee might have paid for more than one
month in advance to any prior lessor (including Lessor); or
d. bound by any amendment or modification of the Lease made after the date of this
Agreement without Lender's prior consent, provided Lender gave proper and timely
notice to Tenant of the existence of the Security Agreement; or
e. liable for the return of any security deposit.
3. The provisions of this SNDA 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 Maricopa County at
paragraph 14 of the Lease. This SNDA may be executed in two or more
counterparts, each of which shall be deemed an original but all of which together
shall have the same force and effect as original signatures.
5. This SNDA is subject to A.RS. 38-511 and may be canceled by Lessee pursuant thereto
without any penalty or liability to Lessee.
6. Lender agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09, including flow down of all provisions and requirements to any
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends
Executive Order 75-5 and is hereby incorporated into this SNDA as if set forth in full
herein. During the performance of this SNDA, Lender shall not discriminate against
any employee, client, or any other individual in any way because of that person’s age,
race, creed, color, religion, sex, disability, or national origin. (Arizona Executive Order
2009-09
can
be
viewed
at
https://apps.azsos.gov/public_services/register/2009/46/governor.pdf)
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 15 of 19
IN WITNESS WHEREOF the parties hereto have executed these presents the day and
the year first above written.
Executed this
day of
.
LESSEE: Maricopa County
Printed Name
Date
Director of Maricopa County Real Estate Department
APPROVED as to FORM
__________________________________________
Deputy County Attorney
Date
Page 16 of 19
The terms of the above SNDA are hereby consented and agreed to by Lessor and Lender.
LESSOR [Name]
[Name], [Title}
LENDER [Name]
______________________________________________
[Name], [Title}
Page 17 of 19
Exhibit "B"
LESSEE ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. CA00167
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.
1. Maricopa County, a political subdivision of the state of Arizona, is the Lessee under a
lease agreement (hereinafter the "Lease") by and between Arrowsport Holdings LLC,
as Lessor dated
, covering the premises (hereinafter the
“Premises”) described as: a lease located at 16140 N. Arrowhead Fountain Center Dr.,
105, Peoria, Arizona. The leased Premises are more fully described in the attached fully
executed copy of the Lease (and all amendments or modification thereto, if any). Other
than as set forth above, there are no other modifications or amendments to the Lease.
2. The Premises have been accepted by the Lessee; and the Lessee now occupies the
Premises pursuant to the Lease terms. The commencement date for the Term of the
Lease is
,
.
3. The T e r m of the Lease is for 60 months. The L ease will expire on
,
, unless terminated earlier as provided for in the Lease and is subject to the right to
holdover the Term as described in Section 2 of the Lease.
4. Lessor has completed all tenant improvement work, if any, as required under the terms
of the Lease.
5. Lessee claims that the Lessor has not performed the following Lessor's obligations as
directed by the Lease:
6. The current base or fixed monthly consideration for the l eased Premises is nine
thousand fifty six dollars and 34/100. ($9,055.24). Lessee has paid the current monthly
consideration in full. There are no other rents or other charges under the Lease which
are due and payable at this time. Considerations 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 Lessee 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. Lessee has no right or option to purchase any portion of the real property upon which
the leased Premises are situated.
10.
Lessee 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.
Lessee 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.
Page 18 of 19
13.
The execution of this document is expressly authorized by Maricopa County in
Section 15 of the Lease.
14.
This Estoppel Certificate is subject to A.RS. 38-511 and may be canceled by Lessee
pursuant thereto without any penalty or liability to Lessee.
15.
Lender agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09, including flow down of all provisions and requirements to any
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends
Executive Order 75-5 and is hereby incorporated into this Estoppel Certificate as if set
forth in full herein. During the performance of this Estoppel Certificate, Lender shall
not discriminate against any employee, client, or any other individual in any way
because of that person’s age, race, creed, color, religion, sex, disability, or national
origin.
(Arizona
Executive
Order
2009-09
can
be
viewed
at
https://apps.azsos.gov/public_services/register/2009/46/governor.pdf)
The Lessee 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
,
.
LESSEE: Maricopa County
Printed Name
Date
Director of Maricopa County Real Estate Department
APPROVED as to FORM
__________________________________________
Deputy County Attorney
Date
Page 19 of 19
The terms of the above Estoppel Certificate are hereby consented and agreed to by Lessor
and Lender.
LESSOR [Name]
[Name], [Title}
LENDER [Name]
______________________________________________
[Name], [Title}