LEASE RE L-7506 CROSSROADS PLAZA.PDF
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Lease No. L-7506
C-36-21-008-X-00
LEASE AGREEMENT
Between
MARICOPA COUNTY
And
EC CROSSROADS II LLC
This Lease Agreement, hereinafter referred to as “Agreement”, is made and entered into by and
between EC Crossroads II LLC, an Arizona limited liability company, hereinafter referred to as
"Lessor", and Maricopa County, a political subdivision of the State of Arizona, hereinafter
referred to as "Lessee". Lessor and Lessee are collectively referred to herein as the “Parties”, or
individually as a “Party”.
Section 1. PROPERTY AND PREMISES.
1.1
Leased Premises. Lessor owns certain real property located at 6750 W. Peoria Ave.,
Peoria Arizona 85345 (“Property”) and as depicted on Exhibit “A” attached hereto and made a
part hereof. Lessor hereby leases to Lessee approximately 3,528 rentable square feet (“RSF”) of
retail space located within the Property and identified as Suite 138 (“Premises”) as also depicted
on Exhibit “A”.
1.2
Use of Premises. Lessee shall have exclusive use of the Premises for the purpose of
providing a Maricopa County polling location for the upcoming 2020 General election and
associated activities to support this use/service. Lessee shall have access to the Premises twenty-
four (24) hours per day, seven (7) days per week, including recognized holidays. Lessee is hereby
granted a non-exclusive right to use such parking areas, sidewalks, hallways, restrooms and other
common areas and facilities as Lessor shall from time to time designate for common use
(“Common Areas”).
1.3
Condition of Premises. Lessor, at its sole cost and expense, shall be responsible to deliver
the Premises to Lessee in an industry-standard, clean condition with all building systems
(including HVAC, electrical, plumbing etc.), building structure and utilities fully operational
(collectively, “Turn-Key”) as of the Effective Date, defined below, of this Agreement. If it is
determined, at Lessee’s sole discretion, that the Premises is not Turn-key, then Lessee may
immediately terminate the Agreement. 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 Agreement pursuant to this Section 1.3.
1.4
Parking. Lessee, its employees, agents, invitees, contractors, subcontractors, engineers,
consultants, suppliers and other representatives, and their respective employees, without charge
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or fee to Lessee, shall have the right to use any of the available parking spaces located at the
Property on a first come, first serve basis.
1.5
Personal Property. Lessor and Lessee acknowledge that all Lessee furniture, trade
fixtures and equipment brought onto or placed on the Premises are the personal property of
Lessee (“Lessee Personal Property”) and Lessee shall retain title to said Lessee Personal Property.
Section 2. TERM.
2.1
Effective Date. The Effective Date of the Agreement shall be September 21, 2020
(“Effective Date”). As of the Effective Date, Lessee and its employees, agents, invitees,
contractors, subcontractors, engineers, consultants, suppliers and other representatives, and
their respective employees, shall be permitted to enter and occupy the Premises.
2.2
Term. The term of this Agreement shall commence on the Effective Date and, shall be for
a period of three (3) months expiring on December 20, 2020 (“Term”), unless terminated earlier
as provided for herein.
2.3
Options to Renew. Intentionally Omitted.
2.4
Hold Over. At the end of the Term, Lessee shall have thirty (30) days in which to vacate
the Premises, provided that during such thirty (30) day period Lessee shall continue to pay rent.
Section 3. CONSIDERATION.
3.1
Rent. Within thirty (30) days of receipt of an invoice, in consideration for the use of
Lessor’s property, Lessee agrees to pay as rent, in two equal installments, with the first
installment due by October 21, 2020 and the second by November 1, provided however that such
sums shall only be due on such dates if invoices are received by Lessee no later than September
21, 2020 and October 1, 2020, respectively; the sums as follows:
Lease Term
Rate
Installments
Months 1-3
$25,000/Gross
$12,500 each
The above rent includes applicable real estate taxes, insurances, rental tax, and all other
operating expenses (except janitorial services, and data/telephone/security systems) (see also
Sections 3.2, 5.1 and 5.2 for further information about operating expenses).
3.2
Operating Expenses Lessor will perform and bear all the costs of all necessary capital
repairs and capital replacements including but not limited to: the Property, parking areas,
Common Areas and major building systems (including, without limitation, those costs required
for compliance with laws). All operating expenses including but not limited to: electricity, gas,
water, sewer service fees and trash removal, landscaping and other building maintenance
services, are the full responsibility of Lessor and are included in the rent set forth above except
such utilities/services as listed in Sections 3.1, 5.1 and 5.2 of this Agreement, which will be passed
through to the Lessee during the Term.
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3.3
Security Deposits. No security deposit is required.
Section 4. INSURANCE. Lessee represents and Lessor acknowledges that Lessee is self-insured.
Lessee shall provide Lessor with a Letter of Self-Insurance prior to the Effective Date of this
Agreement.
Section 5. MAINTENANCE/UTILITIES/MISCELLANEOUS.
5.1
Utilities and Janitorial. As stated herein, Lessor shall be responsible for the account set-
up and payment of all utility services provided to the Premises, including but not limited to
electricity, gas, trash, water, and sewer services fees. Lessee shall then reimburse Lessor, within
thirty (30) days of receipt of an invoice, for Lessee’s use of the utilities in the Premises. Lessee, at
its sole cost and expense, shall be responsible for the set-up and payment of its use of the
following services: janitorial, data/phone/security systems.
5.2
Maintenance. It is understood that the Premises is currently in a state of good repair.
Lessor agrees to provide all necessary maintenance services to the Property, Common Areas, and
Premises throughout the Term of this Agreement or any extensions thereof. Lessor shall
maintain the structure of the building and Premises in good repair and shall correct any
hazardous conditions existing as the result of any structural defect or unsoundness and any
unsafe condition. The term “structure” as used herein, includes walls, roofs, floors, foundations,
stairways, and exterior sidewalks. Lessor shall also keep all utility systems serving the building as
well as keep all building mechanical, plumbing, electrical, HVAC (heating, ventilation, and air-
conditioning) systems operating and in a state of good repair. Lessee shall be responsible to
reimburse Lessor for any emergency repairs to the Premises necessary to keep the polling
location operational during the Term, within thirty (30) days of receipt of an invoice from Lessor.
Lessor shall further keep the exterior grounds of the Property and all Common Areas clean and
free from trash and other rubbish.
5.3
Miscellaneous Services. Intentionally Omitted.
Section 6. RETURN OF PREMISES. At the expiration or termination of the Agreement, Lessee will
leave the Premises in a good and clean condition, normal wear and tear excepted.
Section 7. ASSIGNMENT. Lessee will not assign this Agreement or sublet the Premises without
the prior written consent of Lessor, which consent shall not unreasonably be withheld. This
Agreement shall be binding upon the Parties hereto and their respective heirs, successors, and
assigns.
Section 8. ENTRY. Lessor shall have the right, but not the obligation, to inspect the Premises at
reasonable times after reasonable notice to Lessee. Lessor shall also have the right of entry
without notice in the event of an emergency that may, in the Lessor’s sole discretion, endanger
the life or safety of the building and/or its occupants.
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Section 9. NOTICE.
9.1
All notices herein required shall be in writing and sent via certified mail with return-
receipt requested, overnight by a nationally recognized delivery service (e.g. Federal Express,
UPS) with confirmation receipt requested or hand delivered as follows:
Lessor:
EC Crossroads II LLC
Attn: Aric Browne c/o Ethan Christopher AZ LLC
5363 Balboa Blvd., Suite 227
Encino, CA 91316
With a copy to:
Ethan Christopher AZ LLC
Attn: Dennis Nelson
5363 Balboa Blvd., Suite 227
Encino, CA 91316
Lessee:
Maricopa County Real Estate Department
Attn: Director
2801 W. Durango Street
Phoenix, AZ 85009
With copy to:
Maricopa County Elections
Attn: Deputy Recorder for Operations
111 S. 3rd Avenue, Suite 102
Phoenix, AZ 85003
9.2
Invoices to Lessee shall be in writing and sent by email as follows:
Lessee:
rgreene@risc@maricopa.gov
Section 10. NOTICE OF SALE. If the Property 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 11. INDEMNIFICATION. Each Party (as “indemnitor”) agrees to indemnify, defend and
hold harmless the other Party (as “indemnitee”) from and against any and all claims, losses,
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liability, costs or expenses (including reasonable attorneys’ fees) (hereinafter collectively referred
to as “claims”) arising out of bodily injury of any person (including death) or property damage,
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.
Section 12. TERMINATION; TERMINATION FEE.
12.1 Conflicts. This Agreement is subject to A.R.S. § 38-511 and may be canceled by Lessee
pursuant thereto without any penalty or liability to Lessee.
12.2 Non-Appropriation of Funds. This Agreement 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, Federal fiscal year ends September 30. 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 Agreement
pursuant to these Sections 12.1 and 12.2.
12.3 General Termination. The Parties may terminate this Agreement by mutual written
consent.
Section 13.
DEFAULT; REMEDIES.
13.1 Lessee Default. Each of the following shall constitute a material breach of this Agreement
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
Agreement 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’s failure to observe or perform any of the material covenants, conditions or
provisions of this Agreement to be observed or performed by Lessee, other than as
described in Subsection 13.1(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 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 (beyond the expiration of all applicable notice and cure periods), Lessor may terminate
this Agreement. 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, as provided for in this Agreement.
13.3 Lessor Default. Each of the following shall constitute a material breach of this Agreement
and an event of default by Lessor (“Lessor Event of Default”) hereunder:
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(a)
Except as provided otherwise in Section 1.3, Lessor’s failure to observe or perform any of
the material covenants, conditions or provisions of this Agreement to be observed or performed
by Lessor where such failure shall continue for a period of ten (10) 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 ten (10) 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 Agreement and is in default pursuant to Sections 1.3 and 13.3 of this Agreement
(beyond the expiration of all applicable notice and cure periods, if any), Lessee may, at its option,
terminate this Agreement without penalty and demand and be entitled to reimbursement from
Lessor of any pre-paid rent. 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, as provided for in this Agreement.
13.5 Attorneys’ Fees and Costs. In the event Lessor or Lessee resort to legal proceedings to
enforce any right under this Agreement 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. Within thirty (30) day after written request
of Lessor, or any first mortgage or first deed of trust beneficiary of Lessor, Lessee shall, in writing
in substantially the same form as Exhibit “C” 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, 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 Agreement 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 15. 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 “D” 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
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or if Lessee is claiming Lessor to be in default, stating the nature of any claimed default. Any such
statement may be relied upon by a purchaser, assignee, or lender.
Section 16. ALTERATIONS. Throughout the Term, Lessee may identify and request other
alterations, improvements and/or modifications (“Alterations”) of the Premises by Lessor as
Lessee funds become available. If the Lessor is amenable to the Alterations, the Parties shall
proceed as follows:
1) The Lessor shall prepare a detailed cost estimate for the Alterations.
2) Upon mutual agreement to the scope of work and cost estimate, the Lessee shall provide the
Lessor with written authorization to proceed with the Alterations.
3) Upon receipt of an itemized invoice, Lessee shall reimburse Lessor an amount not to exceed
the pre-approved cost estimate for the Alterations. Full payment for the Alterations shall be
made by Lessee within 45 days of receipt of an invoice approved by Lessee.
Section 17. GENERAL.
17.1 Lessor. The term “Lessor” as used herein includes the singular as well as the plural, the
masculine and feminine as well as the neuter.
17.2 Time is of the Essence. Time is of the essence of this Agreement. 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.
17.3 No Partnership or Joint Venture. Nothing contained in this Agreement shall create any
partnership, joint venture or other arrangement between Lessor and Lessee. Except and
expressly provided herein, no term or provision of this Agreement 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.
17.4 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 Agreement shall be construed in accordance with and be
governed by the laws of the State of Arizona.
17.5 Entire Agreement. This Agreement, 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 Agreement shall be construed as a whole and in
accordance with its fair meaning and without regard to any presumption or other rule requiring
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construction against the Party drafting this Agreement. This Agreement cannot be modified or
changed except by a written instrument executed by Lessor and Lessee. Lessor and Lessee have
reviewed this Agreement and have had the opportunity to have it reviewed by legal counsel.
17.6 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.
17.7 Quiet Enjoyment. Lessor covenants that Lessee, upon paying all 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 Agreement.
17.8 Authority to Execute. No later than the date of full execution of this Agreement, any
individual executing this Agreement on behalf of Lessor shall provide documentation that he/she
is duly authorized to execute and deliver this Agreement on behalf of said corporation, person,
firm, partnership or other entity and that this Agreement is binding on said entity in accordance
with its terms.
17.9 Partial Invalidity. If any term, covenant, condition or provision of this Agreement 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.
17.10 Headings. Sections and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
17.11 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 Agreement.
17.12 Counterparts. 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.
17.13 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 Agreement is executed and delivered by both Lessor and Lessee.
17.14 Administration of Agreement. The Assistant County Manager for Maricopa County, and
the Real Estate Director for Maricopa County shall administer this Agreement.
17.15 Damage and Destruction. If the Premises or Property is damaged by fire or other
casualty, Lessor may terminate this Agreement, and if such damage is a Lessee Damage Event,
Lessee may terminate this Agreement in each case upon written notice to the other Party sent
within thirty (30) days of the damage. As used herein, a “Lessee Damage Event” shall mean
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damage by fire or other casualty to all or a substantial part of the Premises or any Common Areas
of the Property providing access or essential services to the Premises. In the event the Agreement
is terminated pursuant to this Section 17.15 at any time before the end of a month, Lessor shall
repay to Lessee the pro rata amount of rent paid by Lessee for the portion of the month that
Lessee will not occupy the Premises. If neither Party terminates this Agreement, then Lessor shall
restore the Premises and the Common Areas of the Property providing access or essential
services to the Premises, and Lessee shall not pay Rent if Lessee cannot use the Premises during
such restoration period.
17.16 Condemnation. If the whole or any material part of the Premises or the Property shall be
taken by power of eminent domain, Lessor shall have the right to terminate this Agreement as of
the date possession is required to be surrendered to the applicable authority by giving Lessee
written notice thereof. If any part of the Premises or Parking Area is taken, Lessee shall have the
right to terminate this Agreement upon giving Lessor written notice thereof.
17.17 Brokers. Lessor and Lessee hereby represent and warrant to the other Party that it has
not retained or dealt with any broker with respect to this transaction other than Collier
International, on behalf of Lessor, and Jones Lang LaSalle, on behalf of Lessee (collectively,
“Brokers”), and that they know of no other real estate broker or agent who is entitled to a
commission in connection with this Agreement. Lessor and Lessee each agree to indemnify,
protect and hold the other harmless for, from and against any costs, losses, damages and
expenses, including costs and expenses reasonably incurred with respect thereto, incurred by the
other which arise directly or indirectly out of the breach of such representation and warrant by
the indemnifying party. The terms of this Section shall survive the expiration or earlier
termination of the Agreement.
17.18 Disputes. Unless either Party elects to terminate as permitted herein, disputes arising
from this Agreement shall be subject to arbitration as may be required by A.R.S. § 12-1518. A
notice of a dispute must be provided in writing to the other Parties and provide a summary of the
issue that is the subject of the dispute.
17.18.1 The Parties shall confer within thirty (30) days of receipt of a notice of dispute to
resolve the dispute and/or decide, within ten (10) days after conferring, on a mutually acceptable
arbiter. If a mutually acceptable arbiter cannot be agreed upon within thirty (30) days after
conferring, the Parties agree that each Party shall name one (1) arbiter and those two (2) arbiters
shall select a third arbiter. Any decisions made shall be made by a majority of the panel of three
arbiters.
17.18.2 If the Parties mutually agree to proceed to arbitration in lieu of terminating this
Agreement, arbitration shall be binding. The cost of any arbitration shall be shared equally by the
Parties.
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IN WITNESS WHEREOF, the Parties have fully executed this AGREEMENT as of the last date
written below.
LESSOR:
EC Crossroads II, an Arizona limited liability company
____________________________________
Aric Browne, Authorized Signatory
____________________________________
Date
Lease No. L-7506
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LESSEE:
Maricopa County,
a political subdivision of the state of Arizona
____________________________________
Clint Hickman,
Chairman, Board of Supervisors
ATTEST:
_______________________________________
Clerk of the Board
Date
APPROVED AS TO FORM:
_______________________________________
Deputy County Attorney
Date
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Exhibit “A”
The Property located at
6750 W. Peoria Ave., Peoria Arizona 85345
and Premises (Suite 138)
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Exhibit “B”
This page intentionally omitted.
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Exhibit “C”
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
CERTIFICATE
for
LEASE AGREEMENT NO. L-7506
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 Deed of Trust 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 Deed
of Trust 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 the Maricopa County in Section(s) 14
and 17.14 of the Lease.
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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-7506
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 ,
20 .
3. The Lease will expire unless terminated earlier as provided for in the Lease and is subject
to 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.
Lease No. L-7506
C-36-21-008-X-00
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.
13. The execution of this document is expressly authorized by the Maricopa County in Section(s) 15
and 17.14 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, a political subdivision of the state of Arizona
_______________________________________________
By: [Name]
Director, Maricopa County Real Estate Department
APPROVED as to FORM:
_______________________________________________
Deputy County Attorney
Date