LEASE7494 RE RAILROAD PROPERTIES LLC.PDF
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Lease No. L-7494
C-21-21- -1-00
LEASE AGREEMENT
Between
MARICOPA COUNTY
And
RAILROAD PROPERTIES, LLC.
This Lease Agreement, hereinafter referred to as “Agreement”, is made and entered into by and
between Railroad Properties, 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 430 S. 2nd Avenue, 420, 433 and
435 S. 3rd Avenue, Phoenix, Arizona 85003 (the “Property”) and as depicted on Exhibit “A” attached
hereto and made a part hereof. Lessor hereby leases to Lessee approximately 3,600 rentable square
feet (“RSF”) of office space located at 420 S. 3rd Avenue (APN 112-18-997B) (the “Premises”) also as
depicted on Exhibit A.
1.2
Use of Premises. Lessee shall have exclusive use of the Premises for the purpose of County
elections, general office 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 sidewalks, entry gates, and other common
areas and facilities as Lessor shall from time to time designate for common use (“Common Areas”).
1.3
Parking. Lessee, its employees, agents, invitees, contractors, subcontractors, engineers,
consultants, suppliers and other representatives, and their respective employees, without charge or
fee to Lessee, shall have the exclusive right to use up to fourteen (14) parking spaces associated with
the Premises located at 420 S 3rd Ave, Phoenix only. Within thirty (30) days of receipt of an invoice,
Lessee shall pay Lessor for Three (3) covered, reserved parking spaces at a rate of Twenty Dollars
($20.00) per space per month (“Parking Fees”). The remaining eleven (11) parking spaces shall be
uncovered, unreserved surface spaces.
1.4
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. This Agreement shall be effective upon full execution by the Parties (“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.
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2.2
Term. The initial term of this Agreement shall commence on the Effective Date and shall expire
Thirteen (13) months from that date (“Term”), unless terminated earlier as provided for herein.
2.4
Option to Renew. Provided Lessee is not in default hereunder, and upon mutual written
agreement, the Term of this Agreement may be extended for one (1) additional one (1) year term
(“Renewal Term”). To exercise a Renewal Term, Lessee shall give Lessor written notice of its intent to
renew at least sixty (60) days prior to the expiration of the then current Agreement Term. During the
Renewal Term, the terms, provisions and conditions contained within this Agreement shall remain in
full force and effect. The rent during the Renewal Term(s) shall be as specified in Section 3.1 herein for
the twelfth month’s rent.
2.5
Hold Over. In the event of expiration of the Agreement without renewal, Lessor hereby grants
to Lessee the right of continued occupancy of the Premises as “hold over tenant” on a “month to
month” basis for up to six (6) months at the lease rate in effect for the twelfth month of the then
current term of the Agreement pursuant to the terms, provisions and conditions of this Agreement. Any
holdover after the six-month period shall be at one hundred and fifty percent (150%) of the twelfth
month’s 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 full-service rent, in equal monthly installments, the sums as follow:
Lease Term
Rate
Monthly
Months 1-12
$21.00/RSF
$6,300.00 plus rental tax
Lease Term
Rate
Monthly
Month 13
$0.00/RSF
$0 plus rental tax
The above rent includes applicable real estate taxes, insurances and all other operating expenses (except rental
tax, data/telephone (if needed), and janitorial service).
3.2
Operating Expenses Lessor will perform and bear all the costs of all necessary (in Lessor’s
reasonable discretion) 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) and property taxes. All operating expenses related to
the Property including but not limited to: electricity, gas, water, sewer and trash removal, landscaping
and other building maintenance services, are the full responsibility of Lessor and are included in the full
service rent set forth above.
No expenses, except such as is listed in sections 3.1 and 5.1 of this Agreement will be passed through
to the Tenant during the initial lease Term or any Renewal Terms.
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 specifying the extent of self-insurance coverage hereunder and containing a waiver of
subrogation provision in accordance with Section 4.1. Any self-insurance coverage provided by Lessee
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shall be for the benefit of Lessor and Lessee. Loss or damage payable under any self-insurance shall
not be invalidated by (A) any act, omission, default or negligence of Lessor, (B) any foreclosure, deed
in lieu of foreclosure, or other proceedings relating to the sale or other transfer of the Premises, (C)
any change in the title or ownership of the Premises or, (D) the occupation of the Premises for
purposes more hazardous than are permitted by this Lease. All amounts which Lessee pays or is
required to pay and all loss or damages resulting from risks for which Lessee has elected to self-insure
shall be subject to the waiver of subrogation provisions of Section 4.1 hereof and shall not limit
Lessee's indemnification obligations herein.
4.1
Lessor and Lessee agree to have any and all property insurance policies issued to either of
them contain a clause providing that any release from liability of or waiver of claim for recovery from
the other party entered into in writing by the insured prior to any loss or damage shall not affect the
validity of said policy or the right of the insured to recover thereunder, and providing further that the
insured waives all rights of subrogation which such insurer may have, against the other party. Without
limiting any release or waiver of liability or recovery contained in any other provision of this Lease, but
rather in confirmation in furtherance thereof, each of the parties hereto waives any and all rights of
action against the other which may arise on account of damage to the Premises or either party's
property located in the Premises resulting from fire or any other casualty of the kind covered by
standard fire insurance policies with extended coverage, regardless of whether or not, or in what
amounts, such insurance is now or hereafter carried by the parties.
Section 5. MAINTENANCE/UTILITIES/MISCELLANEOUS.
5.1
Utilities and Janitorial. As stated herein, Lessor, at its sole cost and expense, shall be
responsible for the payment of all utility services provided to the Property, Premises, and Common
Areas, including but not limited to electricity, gas, trash, water, and sewer services fees. Lessee, at its
sole cost and expense, shall be responsible for the payment of its use of the following services:
data/phone and security systems. Lessee, at its sole cost and expense, shall be responsible for janitorial
service for the Premises.
5.2
Maintenance. It is understood that the Premises are 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. Lessor
shall further keep the exterior grounds of the Property and all Common Areas clean and free from trash
and other rubbish. Notwithstanding the foregoing, the cost for any maintenance or repairs to the
Premises or Property required due to Lessee’s negligent acts or willful misconduct shall be borne by
Lessee.
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.
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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.
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:
Railroad Properties, LLC
c/o Heiland Family, LLP
Attn: Gregory Heiland
P.O Box 28
Phoenix, AZ 85001
Lessee:
Maricopa County Real Estate Dept.
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 or any Renewal Terms 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, 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, but only to the extent that such
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claims are caused by the willful misconduct or 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, except as
specified in 12.3 below. If Lessee must exercise this right, Lessee will make its best effort to provide Lessor
with at least thirty (30) days advance written notice. 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. Lessee may terminate this Agreement for any reason or no reason after
the third month of the Term upon Thirty (30) days’ written notice to Lessor.
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. All remedies provided herein are cumulative and
not exclusive of any other remedies provided in law or in equity.
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)
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 thirty (30) days after Lessor receives written notice thereof from Lessee,
or such additional period of time thereafter as Lessor and Lessee may agree in writing and may
be reasonably necessary under the circumstances to cure such default if Lessor commences to
cure such default within said thirty (30) day period and thereafter diligently proceeds to cure
such default.
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 Section 13.3 of this Agreement (beyond the expiration of all
applicable notice and cure periods), 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. All remedies provided herein are cumulative and not exclusive of any other
remedies provided in 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 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 or any Renewal 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 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.
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Section 16. ALTERATIONS. Throughout the Term or Renewal 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 in Lessor’s sole discretion 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 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.
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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 full service 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 or any Renewal Term without hindrance or molestation
by Lessor or by anyone lawfully claiming by, through or under Lessor, subject, however, to the terms
and conditions of this 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 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.
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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 Phillip M. Breidenbach,
Emily Currie and Kyle York with Colliers International, Broker, 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:
Railroad Properties, LLC
c/o Heiland Family, LLP
____________________________________
Gregory Heiland, Manager
____________________________________
Date
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LESSEE:
Maricopa County
____________________________________
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 and Premises
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Exhibit “B”
INTENTIONALLY LEFT BLANK
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Exhibit “C”
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT CERTIFICATE
for
LEASE AGREEMENT NO. L-7494
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 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
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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.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Lease No. L-7494
C-21-21- -1-00
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
Lease No. L-7494
C-21-21- -1-00
Exhibit “D”
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L-7494
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 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.
Lease No. L-7494
C-21-21- -1-00
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
_______________________________________________
By: [Name]
Director, Maricopa County Real Estate Department
APPROVED as to FORM:
_______________________________________________
Deputy County Attorney
Date