AMD 4 TO LEASE L-7379 RE 16TH OFFICE INVESTORS.PDF
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Lease No. L-7379
Amendment No. 4
C-86-05-913-4-07
AMENDMENT No. 4 TO LEASE AGREEMENT
Between
16TH STREET OFFICE INVESTORS, LLC, LESSOR
And
MARICOPA COUNTY, LESSEE
RECITALS
A.
16th Street Office Investors, LLC, an Arizona limited liability company, as successor in interest
to The Heirs Of Michael And Fannie Taylor, LLC, a Connecticut limited liability company, and
Maricopa County, a political subdivision of the state of Arizona, are parties to that certain Lease
Agreement No. L-7379 dated and approved April 6, 2005 by the Maricopa County Board of
Supervisor and subsequently amended April 4, 2007, September 10, 2010 and October 21, 2015,
(collectively, the “Agreement”). The Agreement is for leased premises located at 3221 N. 16th
Street, Phoenix, AZ 85016, consisting of 11,294 square feet of office space (the “Premises”).
B.
The current term of the Agreement expires December 31, 2020.
C.
Lessor and Lessee (together, the “Parties”) now mutually desire to enter into this amendment (the
“Amendment”) to amend the Agreement to create a new lease term, provide for a renewal option,
update notice addresses, provide for counterpart signature, add Estoppel and SNDA forms,
increase the size of the Premises, provide for additional parking and outline a scope of
improvements to be made to the Premises upon the terms and conditions set forth in this
Amendment.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and other valuable consideration, the
adequacy and sufficiency of which is hereby acknowledged, the Parties agree to amend the
Agreement as follows:
1.
The accuracy of the foregoing Recitals is acknowledged, and the Recitals are hereby incorporated
into this Agreement.
2.
Exhibit “A” of the Agreement is hereby deleted and replaced with Exhibit “A” which is attached
hereto and made a part hereof. The Premises shall now consist of a total of 15,279 square feet
(first floor - 13,450 square feet and second floor suites 203 & 205 - 1,829 square feet) as depicted
on the new Exhibit “A”. Increase to the first-floor area is due to errant previous measurements.
3.
The term of the Agreement is hereby extended five (5) years, commencing January 1, 2021 and
will expire December 31, 2025, unless terminated earlier as provided for in the Agreement.
Lessee may extend the term of the Agreement for one (1) additional term of five (5) years upon
ninety (90) days’ written notice to Lessor, at a negotiated market rental rate in effect at the time
of the renewal. This Agreement is subject to termination pursuant to the provisions of A.R.S. §
38-511. This Agreement may be terminated by Lessee at the end of any fiscal year due to non-
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appropriation of funds without penalty or liability to Lessee. Lessee’s county and state fiscal
years end June 30th, federal fiscal year ends September 30th.
4.
During the term of the Agreement, Lessee shall pay Lessor as full-service rent, in equal monthly
installments, the following sums:
Year
Rate
Monthly
Annual
Early Occupancy Period (defined below) $0.00
$0.00
$0.00
1-1-2021 to 12-31-2025 (first floor) $16.94 $18,984.11 $227,809.38
1-1-2021 to 12-31-2025 (second floor) $16.91
$2,577.75 $30,932.96
5.
Lessor shall make tenant improvements to the Premises (the “Improvements”) as shown on the
schedule/drawings that are listed in Exhibit “B” to this Amendment, which Exhibit “B” is
attached hereto and made a part hereof. Lessee shall reimburse Lessor the cost of the
Improvements and all costs associated with, but not limited to, the design, permitting, purchase
and installation of the Improvements, for a total amount not to exceed One Hundred Twenty-
Five Thousand Dollars ($125,000.00), payable within thirty days of receipt of invoice from
Lessor. Lessor shall deliver to Lessee substantially completed (see Substantially Completed
below) Improvements as a turn-key space on or before January 25th. 2021.
a.
All Improvements and construction, if applicable, shall be performed in a good and
workmanlike manner in full compliance with all applicable federal, state and local rules,
regulations, codes and ordinances including, but not limited to, health, building, zoning,
fire and safety codes, all applicable environmental statutes, regulations and ordinances,
the Americans with Disabilities Act of 1990, A.R.S. §§ 9-499.02, 41-1492 through 41-
1492.11, the Architectural Barriers Act of 1968, and the Uniform Federal Accessibility
Act of 1983. Lessor shall also ensure that all activities (operations and/or construction)
are in compliance with all applicable federal, state and local air quality and environmental
laws, regulations or policies.
b.
All construction materials, if applicable, except for agreed upon existing onsite material,
shall be new and shall be subject to industry standard warranties. Upon completion of the
Improvements, if applicable, Lessor shall obtain final building inspections and approvals
if required and a certification from its contractor that all such work was constructed in
substantial conformity with the applicable plans and specifications if required.
Notwithstanding the foregoing, Lessor shall undertake to remedy, at no expense to
Lessee, those building code violations or other violations of applicable law (if any)
resulting from Lessor’s failure to initially construct the Tenant Improvements in
accordance with applicable building codes and other applicable laws in effect at the time
of permit issuance of which violations Lessor receives a written violation notice from
Lessee or any governmental authority.
c.
Prior to the commencement of the Improvements, (IF APPLICABLE) Lessor shall
ensure contractor and all subcontractors secure insurance coverage from a company or
companies duly licensed by the State of Arizona as follows:
Commercial General Liability: $2,000,000 per occurrence and $4,000,000
aggregate, Automobile Liability: $1,000,000 per occurrence, Workers
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Compensation: $1,000,000. Maricopa County shall be named as additional
insured.
d.
NOTICE IS HEREBY PROVIDED that the staff of Maricopa County does not have the
authority to perform technical review or approval of any plans or work performed to
construct the Improvements. Lessor also acknowledges that the staff of Maricopa County
does not have the authority nor ability to issue permits or licenses that may be required
to be obtained pursuant to this Amendment or other permitting or licensing agency
requirements, and the determination of whether Lessor is in compliance with the
permitting and licensing requirements lies with the respective permitting or licensing
agency. The execution of this Amendment shall not be considered approval of any permit
or license by Maricopa County.
e.
The term “Substantially Completed” or any grammatical variation thereof, when used
in this Amendment, shall mean: 1) the construction of the Improvements have been
completed, except for Punch List Items, as hereinafter defined, 2) a Certificate of
Occupancy and/or Fire Marshal and any other jurisdictional agency’s required sign-off
for Lessee to occupy the Premises has been obtained, if applicable, and 3) notice has been
delivered to Lessee that the Premises are ready for Lessee’s use and/or installation of
Lessee’s furniture and fixtures with the exception of Punch List Items which can be fully
completed subsequent to the date the jurisdictional authority, if applicable, completes its
final inspection.
f.
Within ten (10) business days after notice of Substantial Completion of the Tenant
Improvements, or a portion thereof, Lessee shall supply to Lessor a written list of items
that constitute minor defects or adjustments which can be completed after Substantial
Completion of the Tenant Improvements without causing any material interference with
Lessee’s use of the Premises (“Punch List Items”), setting forth all corrective work to the
Tenant Improvements which Lessee reasonably believes is/are required to be performed.
Lessor shall perform all such corrective work to the extent necessary and complete the
Punch List Items within thirty (30) calendar days from receipt of the written list. If Lessee
does not provide a written Punch List within such ten (10) business day period, Lessee
shall be deemed to have accepted the Tenant Improvements in their entirety.
g.
Lessee hereby designates Michele Castaneda-Martinez (Public Health Dept.), who can be
reached at M.Castaneda-Martinez@Maricopa.Gov or by phone at 602.506-6345, as its
representative and agent for the purpose of receiving notices, reviewing submittals and
issuing requests for changes to the proposed Improvements and for Lessee review of the
installed Improvements. Lessor hereby designates Joseph Tyson, who can be reached at
joseph@tysoninv.com or by phone at 760-802-5729, as its representative and agent for
the purpose of receiving notices, reviewing submittals and requests for changes to the
proposed Improvements.
h.
As of November 6, 2020 and through December 31, 2020, Lessee and its employees,
agents, contractors, subcontractors, engineers, consultants, suppliers and other
representatives, and their respective employees, are permitted to enter and occupy the
Premises simultaneously with the Lessor’s Contractor, free of charge, for the purposes of
inspecting same, and to install Lessee’s furniture and/or equipment (including, but not
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limited to telephone, communications and computer equipment, wiring and cabling, and
badge readers) and to operate its business; provided, however, that Lessee shall not
interfere with Lessor’s performance of any remaining work in the Premises during this
period. Such time period is known as “Early Occupancy Period”.
6.
Each of the following shall constitute a material breach of this Agreement, as amended, and an
of default by Lessor (“Lessor Event of Default”) hereunder:
(a) Lessor’s failure to Substantially Complete the Improvements by January 25, 2021
(b) In the event Lessor is in default pursuant to Subsection 6(a) above, Lessee shall be entitled
to an additional month of free rent as to Suites 203 & 205 only for each twenty (20) business
days, or portion thereof, which Lessor fails to Substantially Complete the Improvements. In
addition to free rent, Lessor shall reimburse Lessee for any damages incurred due to Lessor’s
failure to complete the Tenant Improvements as required per this Agreement, as amended.
(c) Upon the occurrence of any Lessor Event of Default, Lessee may, but shall not be required
to, exercise any remedies now or hereafter available to Lessee at law or in equity.
7.
Lessor shall provide, at no cost to Lessee, two (2) additional covered parking spaces (numbers
22 and 23) for a total of Eighteen (18) covered parking spaces in the building parking area.
8.
This Amendment 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.
9.
Administration of Agreement. The Assistant County Manager for Maricopa County, and the
Real Estate Director for Maricopa County shall administer this Agreement.
10.
The Notice Addresses under Sections 18 of the original Agreement are hereby amended as shown
below:
Lessor’s Notice and Rent Remittance Address:
16th Street Office Investors, LLC
c/o ACM
2122 E Highland Ave., Suite 450
Phoenix, AZ 85016
Lessee’s Notice Address:
Maricopa County Real Estate Department
Attn: Director
2801 W Durango Street
Phoenix, Arizona 85009
With a copy to:
Office of Vital Registration
Maricopa County Department of Public Health
Attention: Business & Budget Analyst
3221 N. 16th Street, Ste. 100, Phoenix, Arizona 85016
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11.
Section 20 of the Agreement is revised to add as the last sentence: The subordination agreement
referred to in this Section 20 shall be in substantially the same form as the SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT CERTIFICATE, attached
hereto as Exhibit “C” and by this reference made a part hereof.
12.
Section 21 of the Agreement is revised to add as the last sentence: The statement referred to in
this Section 21 shall be in substantially the same form as the Tenant Estoppel Certificate,
attached hereto as Exhibit “D” and by this reference made a part hereof.
13.
The foregoing paragraphs contain all the changes made to the Agreement by this Amendment.
All other terms and conditions of the Agreement remain the same and in full force and effect.
IN WITNESS WHEREOF, the Parties have signed this Amendment:
LESSOR:
LESSEE:
16th Street Office Investors, LLC
MARICOPA COUNTY
Arizona limited liability company
a political subdivision of the state of Arizona
_____________________________________
________________________________________
Joseph B. Tyson, Managing Member
Clint Hickman
Chairman of the Board of Supervisors
_____________________________________
Date
ATTEST:
________________________________________
Clerk of the Board
Date
APPROVED as to FORM:
________________________________________
Deputy County Attorney
Date
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Exhibit “A”
Premises
Suites 203 & 205
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Exhibit “B”
Improvements
(schedule/drawings)
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Exhibit “C”
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT CERTIFICATE
For
LEASE AGREEMENT NO. L-7379
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 ,
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 present 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 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
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assumption shall not be deemed of 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, 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
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)
of the Lease.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF this SNDA is effective the day and year first 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 “D”
TENANT ESTOPPEL CERTIFICATE
For
LEASE AGREEMENT NO. L-7379
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 described as: a lease located at . 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 “ ” 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 __________.
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.
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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.
13. The execution of this document is expressly authorized by Maricopa County in Section(s)
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