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Lease No. L-7514
C-86-22-xxx-X-00
LEASE AGREEMENT
This Lease Agreement, hereinafter referred to as “Agreement”, is made and entered into by and between
North Phoenix Baptist Church, an Arizona Non-Profit Corporation, hereinafter referred to as "Lessor” and
Maricopa County, a political subdivision of the State of Arizona, hereinafter referred to as "Lessee". The
Lessor and the Lessee are collectively referred to herein as the “Parties”, or individually as a “Party”
Section 1. PREMISES.
1.1
Leased Premises. Lessor owns a certain real property and improvements located at 5757 N
Central Avenue, Phoenix Arizona, with 1,575 rentable square feet (“RSF”) for office and clinic spaces as
shown on Exhibit “A”, which is attached hereto and made a part hereof (“Premises”) within a larger
building known as the North Phoenix Baptist Church (“Building”), Maricopa County Assessor Parcel
Number 162-37-001A (“Property”), both of which are also depicted on Exhibit A.
1.2
Use of Premises. Lessee shall have exclusive use of the Premises for the operation of a Maricopa
County Women Infants and Children Nutrition Program (WIC) facility and other additional public health
services (i.e. dental screening services). Lessee shall have access to the Property, Building and Premises
during normal business hours, Monday to Friday 7:00 am to 7:00 pm. Lessee is hereby granted a non-
exclusive right to use in common with Lessor, other tenants and occupants, and other parties authorized
by Lessor, their respective employees, agents, contractors, customers and invitees, such parking areas,
sidewalks, hallways, breakroom, restrooms and other common areas and facilities as Lessor shall from
time to time designate for common use (“Common Areas”).
1.3
Parking. Lessee shall be entitled to any unreserved parking spaces at the Premises on a first come
first served basis.
1.4
Tenant Improvements. Lessor acknowledges Lessee’s desire to make improvements to the
Premises. Lessor authorizes Lessee, at Lessee’s sole cost and expense, to create 6 to 8 work spaces within
Rooms 219, 220 and 221, a reception desk and a Lab. Lessee shall be responsible for permitting, if
required, procurement, construction, electrical portion, including the existing outlets that may need to be
lowered or any additional outlets that need to be installed, and project management of said
improvements as described and depicted in Exhibit “B” (“Tenant Improvements”). Lessee shall, at its sole
cost and expense, install the furniture, fixtures, and equipment (i.e. work/hoteling stations, copiers,
data/internet/phones and additional things necessary for daily operation) needed for Lessee’s business
operation. Lessor shall provide any electrical work needed for the installation of Lessee’s Tenant
Improvements at the Premises at Lessor’s sole cost and expense.
1.4.1
Lessee hereby designates Seth Bouman, Senior Architect, FMD who can be reached at
Seth.Bouman@Maricopa.Gov or by phone at (602) 319-6874, as its representative and agent for
the purpose of receiving notices and reviewing submittals for the proposed Tenant
Improvements and for Lessee review of the installed Tenant Improvements. Lessor hereby
designates Gary Noffsinger, who can be reached at GaryN@nphx.org or by phone at 602.707.5750,
as its representative and agent for the purpose of receiving notices and reviewing submittals for
the proposed Tenant Improvements.
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1.5 Signage. Lessor shall provide Lessee with Building-standard directory and suite signage. Lessor to
invoice the Lessee for said signage not to exceed eight hundred ($800.00) dollars and Lessee will
reimburse Lessor within forty-five (45) days from date of receipt of invoice. Lessor shall remove signage
at the expiration or earlier termination of this Agreement at Lessor’s sole cost.
Section 2. TERM.
2.1
Effective Date. This Agreement shall be effective when fully executed by the Parties (“Effective
Date”). As of the Effective Date, Lessee and its employees, agents, contractors, subcontractors, engineers,
consultants, suppliers and other representatives, and their respective employees, shall be permitted to
enter and occupy the Premises, free of charge, for the purposes of inspecting same, and to install and
construct Tenant Improvements and Lessee’s furniture, fixtures and equipment (including, but not limited
to telephone, communications and computer equipment, wiring and cabling, and badge readers) (the
“Early Occupancy Period”).
2.2
Commencement Date. The commencement date (“Commencement Date”) shall be January 1,
2022 and shall be the date upon which rent begins to accrue.
2.3
Term. The initial term of this Agreement shall commence on the Commencement Date, shall be
for three (3) years (“Term”), and shall expire on December 30, 2024 unless terminated earlier as provided
for herein.
2.4
Option to Renew. Upon mutual written agreement, the Term of this Agreement may be
extended for two (2) additional terms of two (2) years each (individually a “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 or Renewal Term, as the case may be. During the
Renewal Term(s), the terms, provisions and conditions contained within this Agreement shall remain in
full force and effect.
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 last month of the current term of the
Agreement pursuant to the terms, provisions and conditions of this Agreement. Any holdover after this
six-month period shall be at one hundred and twenty-five percent (125%) of the last month’s rent.
Section 3. CONSIDERATION.
3.1
Rent. Within thirty (30) days of receipt of invoice, in consideration for the use of Lessor’s
property, Lessee agrees to pay as full-service gross rent, in equal monthly installments, the sums as
follows:
Lease Term
Rate
Monthly
Annual
Early Occupancy Period
$0.00
$0.00
$0.00
Months 1-36
$1.00/RSF
$131.25
$1,575.00
3.2
Operating Expenses Lessee shall pay its proportionate share of the operating expenses at the
fixed rate of three hundred twenty dollars ($320.00) per month. This includes all operating expenses and,
except as set forth in this Agreement, Lessee shall not be subject to any additional expense pass-through
during the Term or Renewal Term(s) of this Agreement. Lessor will perform and bear all the costs of all
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necessary capital repairs and capital replacements including but not limited to: the base Building, parking
areas, and major Building systems (including, without limitation, those costs required for compliance with
laws) and property taxes. All operating expenses including but not limited to: electricity, water, sewer and
trash removal, janitorial services and other Building maintenance services, are the full responsibility of
Lessor and are included in the fixed rate set forth above.
3.3
Security Deposits. No security deposit is required.
Section 4. INSURANCE. Lessee represents and Lessor acknowledges that Lessee is self-insured. A letter
of self-insurance shall be provided to Lessor upon request.
Section 5. MAINTENANCE/UTILITIES.
5.1
Utilities and Janitorial. As stated above, Lessor, at its sole cost and expense, shall be responsible
for the payment of all utility services provided to the Building, Premises, and Common Areas, including
but not limited to electricity, gas, trash, water, and sewer services fees. Lessee shall be responsible for
the installation and payment of its own phone and internet services (to include internet and phone wiring)
and security systems. Lessor, at its sole cost and expense shall be responsible for Building-standard
janitorial service for the Premises.
5.1.1
Operating Hours. Normal operating hours of the Building are 7:00 AM – 7:00 PM, Monday –
Friday, (“Normal Business Hours”).
5.2
Maintenance. It is understood that the Building and Premises are currently in a state of good
repair. Lessor agrees to provide all necessary maintenance services to the Building, 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. Lessee shall keep the
Premises in good 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. The cost of damage caused by Lessee shall
be repaired at Lessee’s sole cost. Lessor shall further keep the exterior grounds and all Common Areas
clean and free from trash and other rubbish.
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. Lessee may, in its sole
discretion, abandon any Tenant Improvements or Alterations made by or behalf of Lessee or remove said
Tenant Improvements and restore the Premises to its original condition, normal wear and tear excepted.
Section 7. ASSIGNMENT, SUBLETTING. Lessee will not assign this Agreement the Premises without the
prior written consent of Lessor, which consent shall not unreasonably be withheld. Lessors agrees that
Lessee shall have the right to sublease or license a portion of the Premises to its program partners and
like agencies as solely determined by Lessee, that provide other Human Services activities, without Lessor
consent.
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 or hand delivered as
follows:
Lessor:
North Phoenix Baptist Church
5757 N Central Ave
Phoenix, AZ 85012
Attn: Chuck Stanley (Chucks@nphx.org)
Lessee:
Maricopa County
Attn: WIC/Carrie Zavala
1645 E Roosevelt St.
Phoenix, Arizona 85006
With copy to:
Maricopa County Real Estate Department
Attn: Director
2801 W. Durango Street
Phoenix, AZ 85009
9.2
Invoices to Lessee shall be in writing and sent via email as follows:
Via Email to WIC@maricopa.gov
Section 10. NOTICE OF SALE. If the Building and/or the Property is sold during the Term or any Renewal
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, liability, costs or
expenses (including reasonable attorney’s fees) (hereinafter collectively referred to as “claims”) arising
out of bodily injury of any person (including death) or property damage, but only to the extent that such
claims are caused by the willful misconduct or gross negligence of the indemnitor, its officers, officials,
agents, employees, or volunteers.
Section 12. TERMINATION.
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 and State
fiscal years end June 30th and Federal fiscal year ends September 30th. Lessor and/or any of its employees,
agents, officers, directors, members, successors or assigns hereby waives any and all rights to bring any
claim against County or its employees, agents, officers, directors, members, successors or assigns from or
relating in any way to County’s termination of this Agreement pursuant to these Sections 12.1 and 12.2.
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:
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(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 assigning the Premises without Lessor’s prior written consent.
(c)
Lessee’s failure to observe or perform any of the material covenants, conditions or
provisions of this 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 Lessor
and Lessee may agree in writing and may be reasonably necessary under the circumstances to
cure such default if Lessee commences to cure such default within said thirty (30) day period and
thereafter diligently proceeds to cure such default.
13.2
Lessor Remedies. Upon the occurrence of any County Event of Default and at any time thereafter
(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.
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:
(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.
Further, upon the occurrence of any Lessor Event of Default and at any time thereafter, Lessee may, but
shall not be required to, exercise any remedies now or hereafter available to Lessee at law or in equity.
13.5
Attorneys’ Fees and Costs. In the event Lessor or Lessee resort to legal proceedings to enforce
any right under this 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 forty-five (45) days after written request of
the Lessor, Lessee will subordinate its rights, in writing in substantially the same form as the attached
Exhibit “C,” attached hereto and by this reference made a part hereof, hereunder to the lien of any
mortgage now or hereafter in force against the Premises or any portion thereof, and to all advances made
or hereafter to be made upon the security thereof, and to any ground or underlying lease of the Premises
provided, however, that in such case the holder of such mortgage, or the lessor under such agreement
shall agree that this Agreement shall not be divested or in any way affected by foreclosure, or other
default proceedings under said mortgage, obligation secured thereby, or lease, so long as the Lessee shall
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not be in default under the terms of this Agreement. Lessor agrees that this Agreement shall remain in
full force and effect notwithstanding any such default proceedings under said mortgage or obligation
secured thereby.
Section 15. ESTOPPEL CERTIFICATES. Within forty-five (45) days after written request from Lessor, Lessee
shall execute and deliver to Lessor 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.
Section 16. ALTERATIONS.
Lessee, from time to time, may desire to make alterations, modifications
and improvements to the interior of the Premises (“Alterations”) as may be necessary or desirable for the
conduct of business of Lessee. No Alteration shall be performed without Lessor’s written approval except
such consent shall not be required for any Alteration that: (i) is nonstructural; and (ii) does not impact the
Building systems, impact Building structure, require a Building permit, or materially affect the air quality
of the Building. If written approval is required, request shall be presented to Lessor in written form with
detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable
governmental permits, (ii) furnishing Lessor with copies of permits, plans and specifications prior to
commencement of the work, and (iii) compliance with all conditions of said permits and other laws,
covenants or restrictions of record, regulations and ordinances in a prompt and expeditious manner. Any
Alteration shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall
promptly pay upon completion and furnish Lessor with as built plans and specifications.
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 as 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
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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.
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. Any individual executing this Agreement on behalf of or as representative
for Lessor represents and warrants that he/she is duly authorized to execute and deliver this Agreement
on behalf of Lessor and that this Agreement is binding on said entity in accordance with its terms. 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 Lessor and that this Agreement is binding on Lessor 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/or the
Real Estate Director for Maricopa County shall administer this Agreement.
17.15 Damage and Destruction. If the Premises or Building 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 if the damage directly affects Lessee’s ability to occupy or use the Premises, 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
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any Common Areas of the Building providing access or essential services to the Premises. If neither Party
terminates this Agreement, then Lessor shall restore the Premises and the Common Areas of the Building
providing access or essential services to the Premises. During such Lessee Damage Event, no rent,
operating expenses or other fees hereunder shall be due by Lessee.
17.16 Condemnation. If the whole or any material part of the Premises or the Building 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 Building is taken, Lessee shall have the right to terminate this
Agreement upon giving Lessor written notice thereof.
17.17 Immigration. The Parties warrant that they comply with A.R.S. Section 41-4401 and further
acknowledge that:
17.17.1 Any contractor or subcontractor contracted by a Party to perform work under this Agreement
shall warrant their compliance with all federal immigration laws and regulations that relate to
their employees and their compliance with A.R.S. Section 23-214(A) and shall keep a record of the
verification for the duration of the employee’s employment or at least three (3) years, whichever
is longer.
17.17.2 Any breach of the warranty shall be deemed a material breach of the contract or subcontract
subject to penalties up to and including termination of the contract or subcontract.
17.17.3 The Parties retain the legal right to inspect papers of a contractor(s) or subcontractor employee(s)
who work under this Agreement to ensure that they comply with the warranty above. The
contractor agrees to make all papers and employment records of said employee available during
regular working hours to facilitate such an inspection.
17.17.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of
the Parties to this Agreement.
17.18 Brokers. Lessor and Lessee hereby represent and warrant to the other Party that it has not
retained or dealt with any real estate broker with respect to this transaction, and that they know
of no 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 by the
other which arise directly or indirectly out of the breach of such representation and warranty by
the indemnifying Party.
IN WITNESS WHEREOF, the Parties have fully executed this AGREEMENT as of the last date written below.
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LESSOR: North Phoenix Baptist Church, an
Arizona Non-Profit Corporation
By: ____________________________________
_________________________ Date
_________________________
LESSEE:
Maricopa County, a political subdivision of
state of Arizona
_______________________________________
Jack Sellers,
Chairman of the Board of Supervisors
ATTEST:
_______________________________________
Clerk of the Board Date
APPROVED as to FORM:
_______________________________________
Deputy County Attorney Date
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Exhibit “A”
Premises, Property & Building
Building
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Exhibit “B”
Scope of Tenant Improvements and floorplan
1.
INSTALL NEW POWER (Lessor/Lessee respectively as identified in Section 1.4)
2.
INSTALL NEW DATA. (Lessee)
3.
INSTALL NEW 67"H WORKSTATION. (Lessee)
4.
INSTALL NEW 39"H RECEPTION. (Lessee)
5.
INSTALL BACK WORKSURFACE WITH SHELVES. (Lessee)
6.
INSTALL SOFA FROM SUNNYSLOPE. (Lessee)
7.
INSTALL GUEST CHAIR FROM SUNNYSLOPE. (Lessee)
8.
INSTALL STORAGE CABINET FROM SUNNYSLOPE. (Lessee)
9.
INSTALL SCALE FROM SUNNYSLOPE. (Lessee)
10.
INSTALL INFANTOMETER FROM SUNNYSLOPE. (Lessee)
11.
INSTALL STADIOMETER FROM SUNNYSLOPE. (Lessee)
12.
INSTALL STORAGE CABINET FROM SUNNYSLOPE. (Lessee)
13.
EXISTING TASK CHAIR BY END USER. (Lessee)
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Exhibit “C”
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT CERTIFICATE
for
LEASE AGREEMENT NO. L-
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
“Agreement”) for certain premises located at , said premises more particularly described
in said Agreement, 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 Agreement to the Security
Agreement on the condition that it is assured of continued use and occupancy of the premises
under the terms of said Agreement 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
Agreement in summary or foreclosure proceedings and will not disturb the use and
occupancy of Lessee under said Agreement so long as Lessee is not in default under any
of the terms, covenants, or conditions of said Agreement; and has not prepaid the rent
except monthly in advance as provided by the terms of said Agreement.
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 Agreement. Said purchaser, by virtue of such
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foreclosure to be deemed to have assumed and agreed to be bound, as “Substitute
Lessor”, by the terms and conditions of said Agreement 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. 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 Agreement 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 Agreement.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Lease No. L-7514
C-86-22-xxx-X-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-7514
C-86-22-xxx-X-00
Exhibit “D”
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L-
THE PURPOSE of this certificate is to confirm the current status of matters relating to the Agreement
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 “Agreement”) 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 Agreement (and all amendments or
modification thereto, if any) and Exhibit “ ” of said Agreement. Other than as set forth
above, there are no other modifications or amendments to the Agreement.
2. The Premises have been accepted by the Tenant; and the Tenant now occupies the Premises
pursuant to the Agreement terms. The commencement date for the term of the Agreement is
, 20 .
3. The Agreement will expire unless terminated earlier as provided for in the Agreement
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
Agreement.
5. Tenant claims that the Lessor has not performed the following Lessor’s obligations as directed
by the Agreement: .
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 Agreement which are due and unpaid at this time. Considerations are fully paid (if
required by the Agreement) 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 Agreement 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 Agreement.
Lease No. L-7514
C-86-22-xxx-X-00
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 Agreement 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 Maricopa County in Section(s)
of the Agreement.
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
Agreement 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