SIXTH AMENDMENT TO LEASE L7455 ST. MARY'S FOOD BANK ALLIANCE.PDF
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LEASE No. L7455
C-86-15-016-1-06
AMENDMENT No. 6 TO LEASE AGREEMENT
BETWEEN
ST. MARY’S FOOD BANK ALLIANCE (“LESSOR”)
AND
MARICOPA COUNTY (“LESSEE”)
RECITALS
A.
Lessor and Lessee are parties to that certain Lease Agreement dated September 10, 2014
and subsequently amended on October 4, 2017, August 15, 2018, October 9, 2019,
August 19, 2020, and October 6, 2021 (collectively, “Agreement”). The Agreement is
for the use of 6,400 square feet of office and clinic space at 3003 W. Thomas Rd.,
Phoenix, AZ 85009.
B.
The term of the Agreement expires on October 31, 2022.
C.
Lessor and Lessee now mutually desire to enter into this Amendment No. 6
(“Amendment”) to amend the Agreement to: (a) extend the term; (b) revise the rent
schedule; (c) update Subordination and Attornment and Estoppel Certificate provisions;
(d) update administration of agreement provision; and (e) provide counterpart language.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the suffiency and adequacy of which is hereby acknowledged, Lessor and
Lessee agree to amend the Agreement as follows:
1.
The Recitals, by this reference, are hereby incorporated into this Amendment.
2.
Capitalized terms used in this Amendment without definition shall have the meanings
assigned to such terms in the Agreement, unless the context expressly requires otherwise.
3.
The term of the Agreement is hereby extended for two (2) years, to commence on
November 1, 2022 and expire October 31, 2024. This Agreement is subject to the
provisions of A.R.S. § 38-511, the provisions of which are incorporated herein by this
reference and 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 and state fiscal
years end June 30, Federal fiscal year ends September 30.
4.
During the extension, Lessee agrees to pay as rent, in equal monthly installments, the
sums as follows:
Lease Term
Rate
Monthly
Annually
11/1/2022 to 10/31/2024
$10.88/s.f. $5,802.66 plus tax $69,632.00 plus tax
5.
Sections 20) and 21) of the Agreement are hereby deleted in their entirety and replaced
with the following:
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Subordination and Attornment. Within forty-five (45) days after written request of the
Lessor, Lessee will subordinate its rights, in writing in substantially the same form as
Exhibit “A,” attached hereto and by this reference made a part hereof, hereunder to the
lien of any mortgage now or hereafter in force against the premises or any portion
thereof, and to all advances made or hereafter to be made upon the security thereof, and
to any ground or underlying lease of the premises provided, however, that in such case
the holder of such mortgage or the lessor under such agreement shall agree that this
Agreement shall not be divested or in any way affected by foreclosure, or other default
proceedings under said mortgage or obligation secured thereby, or lease, so long as the
Lessee shall not be in default under the terms of this Agreement. Lessor agrees that this
Agreement shall remain in full force and effect notwithstanding any such default
proceedings under said mortgage or obligation secured thereby.
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 in
substantially the same form as Exhibit “B” 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
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 claiming Lessor to be in default,
stating the nature of any claim of default. Any such statement may be relied upon by a
purchaser, assignee, or lender.
6.
Section 6 of Amendment 2 of the Agreement shall be deleted in its entirety and replaced
with the following:
This Agreement shall be administered for the County, including execution of documents,
by the Maricopa County Assistant County Manager and/or the Director of the Maricopa
County Real Estate Department
7.
This Agreement 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.
Electronic signatures shall have the same force and effect as original signatures.
8.
Unless otherwise set forth in this Amendment, the changes to the Agreement set forth
herein will be effective as of the date the Amendment is fully executed by the Parties.
9.
The foregoing paragraphs contain all the changes made by this Amendment. All other
terms and conditions of the Agreement remain the same and in full force and effect.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties have signed this Amendment.
LESSOR: St. Mary’s Food Bank Alliance
____________________________________
Thomas Kertis, President and CEO
____________________________________
Date
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LESSEE: Maricopa County, a political subdivision of the State of Arizona
____________________________________
Bill Gates
Chairman of the Board of Supervisors
ATTEST:
____________________________________
Clerk of the Board
Date
APPROVED as to FORM:
____________________________________
Deputy County Attorney
Date
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Exhibit “A”
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT CERTIFICATE
for
LEASE AGREEMENT NO. L7455
THIS AGREEMENT (“SNDA”) is executed by and 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 dated (hereinafter referred to as “Lease”) for certain
premises located at , said premises more particularly described in said Lease, and
WHEREAS, Lender has made a loan to Lessor, , in the sum of $ secured by a ,
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 or 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 Lease in summary or
foreclosure proceedings and will not disturb the use and occupancy of Lessee under said Lease so long as
Lessee 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 itself an acknowledgment 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, 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, or otherwise adversely affect the said Lease and the obligations of
Lessee thereunder by reason of any such foreclosure proceeding. 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
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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.
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 in Section(s) X and X of the
Lease.
IN WITNESS WHEREOF this SNDA is effective the day and year last written below.
LESSEE: Maricopa County, a political subdivision of the state of Arizona
______________________________________________
By: [Name]
Date
Director, Maricopa County Real Estate Department
APPROVED as to FORM:
_______________________________________________
Deputy County Attorney
Date
The terms of the above SNDA are hereby consented and agreed to by Owner/Lessor:
LESSOR: [Name]
_______________________________________________
[Name], [Title]
Date
LENDER: [Name]
______________________________________________
[Name], [Title]
Date
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Exhibit “B”
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L7455
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 or Tenant under a lease
agreement (hereinafter the “Lease”) with, as Lessor dated , 20 covering the premises
(hereinafter the “Premises”) described as: a lease located at . The Premises are more fully
described in the attached fully executed copy of the Lease (and all amendments or modification
thereto, if any) and Exhibit “ ” of said Lease. 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; the Tenant now occupies the Premises pursuant to
the Lease terms. The commencement date for the term of the Lease is , 20 .
3. The Lease will expire unless terminated earlier as provided for in the Lease and is subject to an
option to renew and the right to holdover.
4. Lessor has completed all tenant improvement work, if any, as required under the terms of the Lease.
5. Tenant claims that the Lessor has not performed the following Lessor’s obligations as directed by the
Lease: .
6. The current fixed consideration for the Premises is $ per month plus rental tax. Tenant has paid
the current month’s consideration in full. There are no other rents or other charges under the Lease
which are due and unpaid 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 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 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 herein 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.
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13. The execution of this document is expressly authorized by Maricopa County in Section(s) X and X of the
Lease.
14. 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
___________________________________________________
By: [Name]
Director, Maricopa County Real Estate Department
APPROVED as to FORM:
_______________________________________________
Deputy County Attorney
Date