LEASE L-7513 RE SHADOW RIDGE ESTATES.PDF
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Lease No. L-7513
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LEASE AGREEMENT
This Lease Agreement, hereinafter referred to as “Agreement” or “Lease”, is made and entered into by
and between Shadow Ridge Estates (Mesa), LP, California limited partnership, hereinafter referred to as
"Lessor" or “Landlord”, and Maricopa County, a political subdivision of the State of Arizona, hereinafter
referred to as "Lessee" or “Tenant”. 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 improvement located at 1001 West
Southern Avenue, Mesa, Arizona (“Building”) within a larger development known as the Mesa Corporate
Center located at 1001 W Southern Ave Mesa, Arizona 85210 which is also identified as Maricopa County
Assessor Parcel Numbers 134-23-009C and 134-23-002D (“Property”), both the Building and the Property
are depicted on Exhibit “A”, which is attached hereto and made a part hereof. Lessor hereby leases to
Lessee 41,917 rentable square feet (“RSF”) of office and storage space in the Building using the
measurement method set forth in ANSI/BOMA Z65.1,2010, as described and depicted on Exhibits “A” and
“B,” attached hereto and made a part hereof (“Premises”).
1.2
Use of Premises. Lessee shall have exclusive use of the Premises for general and executive office
and storage space purposes incidental to the office use and any other legally permitted uses consistent
with the character of uses generally permitted by Class A office buildings in metropolitan Phoenix,
Arizona. 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, atrium, restrooms and other common
areas and facilities as Lessor shall from time to time designate for common use (“Common Areas”).
1.2.1
Control of Common Areas. Lessor reserves the right, upon reasonable prior notice to
Lessee if Lessee will be materially affected: (i) to close temporarily any of the Common Areas for
alteration or repairs; (ii) to make changes to the Common Areas in terms of location, size, access,
direction of traffic, landscaping and lighting; (iii) to expand the Building; (iv) to remove or add land
or improvements to the Common Areas; (v) to use the Common Areas when making repairs,
alterations, or improvements to the Building or Property; and (vi) to make such other changes to
the Common Areas, Building or Property as Lessor may deem appropriate; provided, however,
that unless required by law, Lessor shall not in exercising its rights under this Section, materially
and adversely affect Lessee’s use of or access to the Premises or use of or access to the parking
facilities unless alternative, reasonably equivalent parking facilities are provided on the Property
or in the immediate vicinity of the Property during any closure of the Common Area parking
facility.
1.2.2 Normal Business Hours. Lessee shall have access to the Premises 7:00 AM – 7:00 PM,
Monday – Friday, and 8:00 AM – 12:00 PM on Saturday (“Normal Business Hours”). If Lessee
desires to use the Premises, or a portion thereof, outside of these established hours, Lessee will
coordinate such use with Lessor in advance by submitting to Lessor the attached Exhibit "C”
(“Special Event Hours Request Form”), which is attached hereto and made a part hereof. Lessee
authorizes the Human Services Department Director to submit requests on behalf of Lessee.
Lessor authorizes Frank Marquez of Metro Commercial at fmarquez@mcpaz.com to approve such
requests on behalf of Lessor. Lessee agrees that if such special use is approved by Lessor, and
Lessee desires HVAC services outside the Normal Business Hours (“After Hours Usage”), Lessee
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shall, at its sole cost and expense, pay for the additional HVAC charges as provided for in Section
3.3 of this Agreement.
1.3
Parking. Lessee shall be entitled to up to two hundred forty-six (246) parking spaces at no charge
to Lessee, of which forty-one (41) spaces will be reserved, covered spaces and two hundred and five (205)
spaces will be uncovered, on a first come first serve basis. The location of Lessee’s reserved spaces is
shown on Exhibit “A”. Lessor reserves the right to relocate some or all of Lessee’s reserved spaces to
reasonably equivalent locations in the parking area from time to time.
1.4
Tenant Improvements. Lessor, at its sole cost and expense, shall be responsible for constructing
and delivering to Lessee on or before June 1, 2022 a turn-key space to include the demolition and
improvements depicted on Exhibit “B” (“Floor Plan”) and as described in Exhibit “D”, (“Scope of Work and
Preliminary Construction Plan”), both attached hereto and made a part hereof, in accordance with the
terms and conditions set forth in the Turn Key Work Letter (“Work Letter”) attached hereto as Exhibit “E”
and made a part hereof (“Tenant Improvements”). If Lessor fails to complete all the Tenant Improvements
within the timeline set forth above, Lessee shall have such rights and remedies as are applicable under
Section 6 of the Work Letter.
1.5
Signage.
(a) Lessor shall provide Lessee with Building-standard directory and suite signage at Lessor’s sole
cost.
(b) Lessee, at Lessee’s sole cost and expense of fabrication and installation, shall have the
following signage opportunities. There shall be no monthly charge for signage during the Term
or any Renewal Term (defined in Section 2.4).
•
2 panels on Monument on Southern Ave
•
Top of building
•
Exterior eyebrow signage on 1st floor above both entrances
Except as provided in this subparagraph (b), no other Lessee-installed signage visible from the
Premises exterior is permitted. Lessee-installed signage is subject to Lessor’s prior approval, in its
sole discretion, in respect of design, size, location, materials and all other respects and must
conform to applicable laws. Lessee shall be responsible for obtaining at its expense any necessary
governmental permits or approvals. Lessee’s signage rights are non-exclusive and non-assignable
except to a permitted assignee of Lessee’s entire leasehold interest. The signage monument is
subject to alteration by Lessor subject to Lessee’s approval. Lessee shall, at its own expense,
maintain Lessee-installed signage in a first-class state of repair and appearance. At the end of the
Term of this Agreement or the last Renewal Term if any, Lessee shall, at its expense, remove all
Lessee-installed signage from the Building and repair (including patch and paint) damage caused
by removal. In addition to all other available remedies, Lessor shall have the right, after notice to
Lessee and the expiration of all applicable cure periods as per Section 13 of this Agreement, to
remove any Lessee-installed signage not conforming to the above requirements at Lessee’s
expense.
Section 2. TERM.
2.1
Effective Date. This Agreement shall be effective upon full execution and delivery by the Parties
(“Effective Date”). Upon notification from Lessor which shall be no less than thirty (30) days prior to the
commencement date as hereinafter defined, 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
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inspecting same, and to install 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”); provided, however, that Lessee shall not interfere with Lessor’s performance of any
remaining work in the Premises during such Early Occupancy Period. All of Lessee’s covenants and
obligations under this Agreement other than the payment of Rent (defined in § 3.1) shall apply during the
Early Occupancy Period.
2.2
Commencement Date. The commencement date shall be the date of Substantial Completion as
defined in the Work Letter (“Commencement Date”) and shall be confirmed in writing by the Parties per
mutual approval and execution of Exhibit “F” (“Commencement Date Confirmation”), attached hereto
and made a part hereof. If the Premises are delivered to Lessee prior to March 1, 2022, Lessor agrees that
Lessee shall not owe any Rent (defined in Section 3.1) any earlier than March 1, 2022. Otherwise Rent
shall commence to accrue on the Commencement Date.
2.3
Term. The initial term of this Agreement shall commence on the Commencement Date for a
period of one hundred twenty-four (124) months (“Term”) and shall expire on the last day of the 124th
month unless terminated earlier as provided for herein.
2.4
Option to Extend. Lessee shall have two (2) successive options (“Renewal Option(s)”) to extend
the Term for a period of five (5) years each (“Renewal Term(s)”). To exercise a Renewal Option, Lessee
shall give Lessor written notice to exercise it at least six (6) months and not more than nine (9) months
prior to the expiration of the then current initial Term or Renewal Term, as the case may, time being of
the essence. If Lessee fails to timely exercise a Renewal Option, that Renewal Option and the subsequent
Renewal Option (if applicable) shall be void. All terms and conditions of this Agreement shall apply during
the Renewal Terms except that there will be no additional Renewal Options beyond the two (2) Renewal
Options herein granted and except that the Rent for a Renewal Term shall be the fair market rental value
of the Premises as mutually agreed by Lessor and Lessee in writing. If Lessor and Lessee have not mutually
agreed in writing on the Rent amount by the expiration date of the initial Term (with respect to the first
Renewal Option) or expiration date of the first Renewal Term (with respect to the second Renewal
Option), the Renewal Options shall be deemed void ab initio and this Agreement shall have expired,
subject to the holdover provision of this Agreement if Lessee holds over after the expiration date. A
Renewal Option cannot be exercised at a time when a Lessee Event of Default has occurred and is
continuing. The Renewal Options are personal to the original Lessee and cannot be assigned or exercised
by anyone other than said original Lessee and only while the said Lessee is in full possession of the
Premises.
2.5 Hold Over. In the event of expiration of the initial Term without extension, 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 Rent 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 fifty percent (150%) of the last month’s Rent.
2.6
Right of First Offer.
During the Term of this Agreement and any Renewal Term, Lessee shall have the right (“Right of First
Offer”) to purchase the Property should Lessor consider putting it on the market for sale. Lessor shall
notify Lessee in writing of its interest in selling the Property (the "First Offer Notice"). Lessor is not,
however, under any obligation to sell the Property. Lessee's Right of First Offer is personal to the original
Lessee and cannot be assigned or exercised by anyone other than said original Lessee and only while the
original Lessee is in full possession of the Premises. The Right of First Offer is not available to Lessee if a
County Event of Default, per Section 13.1, has occurred and is continuing.
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If Lessee wishes to exercise Lessee's Right of First Offer with respect to the Property, then within fifteen
(15) days of delivery of the First Offer Notice to Lessee, Lessee shall deliver written notice to Lessor of
Lessee's intention to submit an offer to purchase. Within sixty (60) days after delivery of the First Offer
Notice, Lessee shall submit to Lessor a binding offer to purchase the Property ("Offer"). If Lessee does
not deliver to Lessor its notice of intention to submit an offer to purchase or to submit the Offer within
the specified delivery periods, time being of the essence, then Lessee's Right of First Offer shall
terminate. Lessor may accept or reject the Offer in its sole and absolute discretion and shall give Lessee
written notice of its election within thirty (30) days after receipt of the Offer. If Lessor rejects the Offer,
Lessor shall not sell the Property to a third party for a lesser price for a period of one hundred eighty
(180) days after Lessor gave Lessee the rejection notice.
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 gross rent (“Rent”), in equal monthly installments, the sums
as follows:
Months
Early Occ Period
Rate per sq. ft.
$0.00
Monthly Rate
$0.00
Annual Rate
$0.00
Months 1-124
$23.25
$81,214.19
$974,570.25 plus rental tax
The above rates include all operating expenses including insurance, real estate property taxes and all other
operating expenses. Except as may be otherwise set forth in this Agreement, Lessee shall not be subject
to any additional expense pass-through during the Term of the Agreement or Renewal Term(s). Rent for
a partial month at the beginning of the Term or the end of the Term or Renewal Term shall be prorated
based on a thirty-day month.
3.2
Operating Expenses Except as may be otherwise set forth in this Agreement, Lessor will perform
and bear all the costs of all necessary capital repairs and capital replacements including but not limited
to: the Building, Common Areas, and Building Systems (defined in Section 5.2) (including, without
limitation, those costs required for compliance with laws) and property taxes. Except as may be otherwise
set forth in this Agreement, 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 full-service Rent set forth above. Nothing in this Section 3.2 is intended
to release Lessee from liability for damage to the Premises for which Lessee is otherwise liable under this
Lease.
3.3
HVAC After Hours Usage Fees. Lessee agrees that if a special use is approved pursuant to a Special
Event Hours Request Form submitted to Lessor, and Lessee desires HVAC services outside Normal
Business Hours, Lessee shall be charged After Hours Usage fees of $7.00 per hour per unit (each unit
covers approximately 1,200 RSF) that heats or cools the area(s) requested in the Special Event Hours
Request Form and shall be due and payable within thirty (30) days of receipt of an invoice from Lessor.
Lessee shall have the right to review and audit such After Hours Usage charges to ensure accuracy. Lessor
shall reverse any charge for After Hour Usage that is billed incorrectly or in error.
3.4
Security Deposits. No security deposit is required.
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3.5
Furniture Purchase Costs. Lessee shall have the right to utilize any existing furniture, fixtures and
equipment (Existing FF&E’s) at no cost to Lessee during the Term or any Renewal Term. Lessee shall have
the right to purchase any Existing FF&E’s on the second floor of the Premises, excluding components of
Building electrical, plumbing, HVAC, mechanical, fire life safety and any other Building System, by a
separate bill of sale as shown on Exhibit “G”, attached hereto and made a part hereof.
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, except as provided for in Section 3.3
above. Lessee shall be responsible for the payment for its use of the following services: phone, 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. Lessor shall furnish to the
Premises at its expense electricity for normal office usage not to exceed Building standard usage per
rentable square foot as reasonably determined by Lessor. Any excess use by Lessee shall be at Lessee’s
expense and Lessee shall reimburse Lessor for the cost thereof within thirty (30) days of receipt of Lessor’s
invoice.
5.2
Maintenance. It is understood that the Building and Premises are currently in a state of good
repair. Except as provided otherwise below, 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 be responsible for non-structural maintenance and repair of the Premises
(including without limitation maintenance and repair of Lessee’s alterations, furniture, fixtures and
equipment) and for repairs to the Premises, Building, Building Systems (defined below), or Common Areas
necessitated by Lessee’s negligence or intentional misuse or that of its employees or invitees. If the
repairs are covered by Lessor’s property insurance, Lessee shall be responsible for the deductible amount,
if any. 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) and fire life safety
systems (“Building Systems”) operating and in a state of good repair. 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 improvements made by or behalf of Lessee or remove said improvements and
restore the Premises to its original condition, normal wear and tear excepted. The foregoing
notwithstanding, Lessee must remove all Lessee-installed cabling, alterations and trade fixtures, made
without Lessor’s consent which Lessor designates for removal, and shall repair in a good and workmanlike
manner all damage caused by removal. Not less than three (3) business days before expiration or
termination of this Agreement, Lessor and Lessee shall jointly conduct a walk-through to determine
whether Lessee has complied with its surrender obligations under this Section 6 and Section 1.5 and shall
endeavor to agree in writing on any remaining work to be done by Lessee to fully comply. Lessee shall
complete all necessary remaining work prior to the expiration or termination date.
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Section 7. ASSIGNMENT, SUBLETTING. Lessee will not assign this Agreement or sublet the Premises
(except that Lessee may sublet the Premises without Lessor consent as stated hereinbelow) or any part
thereof without the prior written consent of Lessor; which consent shall not unreasonably be withheld.
Notwithstanding the foregoing, Lessor 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 provided that any change in the use
described in Section 1.2 above shall require Lessor’s consent.
Section 8. ENTRY. Lessor shall have the right, but not the obligation, to inspect the Premises, to enter
the Premises to make improvements or repairs, to show the Premises to prospective purchasers or
mortgagees and, during the least six (6) months of the Term or an Renewal Term for which an option to
extend has been exercised, to prospective tenants, and for other reasonable purposes, 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 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 or hand delivered
(including delivery by commercial delivery services) as follows:
Lessor:
Shadow Ridge Estates (Mesa), LP
1276 Auto Parkway Ste. D-306
Escondido, California 92029
C/o Vilicus Management
Attn: Byrnes Lambert
With a copy to:
Anglin Flewelling & Rasmussen LLP
301 N. Lake Avenue, Suite 1100
Pasadena, California 91101
Attention: Richard G. Rasmussen
Email: rrasmussen@afrct.com
Phone: 626-535-1900
Lessee:
Maricopa County Real Estate Department
Attn: Director
2801 W. Durango Street
Phoenix, Arizona 85009
With a copy to:
Maricopa County Human Services Department
Attn: Director
234 North Central, 3rd Floor
Phoenix, Arizona 85004
9.2
Invoices to Lessee shall be in writing and sent to the following email address:
HSDFinance@maricopa.gov
9.3
Mail and email addresses may be changed by written notice.
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Section 10. NOTICE OF SALE. If the Building 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, actions, losses, liabilities,
costs or expenses (including reasonable attorney’s fees) (hereinafter collectively referred to as “claims”)
made, brought or incurred by third parties and 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
negligence of the indemnitor, its officers, officials, agents, employees, or volunteers. This Section shall
survive the expiration or termination of this Agreement.
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 without any penalty
or liability to Lessee. County’s fiscal year ends June 30th and State and Federal fiscal years end 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 Lessee or its employees, agents, officers,
directors, members, successors or assigns from or relating in any way to Lessee’s termination of this
Agreement pursuant to these Sections 12.1 and 12.2. The phrase “non-appropriation of funds” means
the failure of an appropriation or availability of the Maricopa County Board of Supervisors to appropriate
money for any fiscal year sufficient for the continued performance by Lessee of all of Lessee's obligations
under this Agreement.
12.2.1 If Lessee terminates this Agreement prior to the end of the Term or any Renewal Term, as the
case may be, pursuant to Section 12.2, the Parties may agree at that time, in each Party’s sole discretion,
to enter into an amendment to this Agreement that specifies the terms and conditions of such
termination, including payment, if any. Any amendment to this Agreement shall be in writing and signed
by both Parties.
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 Rent or any other dollar amount due from Lessee under this
Agreement (“Additional Rent”) 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) or (b), 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
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proceeds to cure such default, but not to exceed such reasonable maximum period of time as
Lessor and Lessee may agree in writing.
13.2
Lessor Remedies. Upon the occurrence of any County Event of Default and at any time (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, but subject to the
applicable statute of limitations, Lessor may, but shall not be required to, exercise any remedies now or
hereafter available to Lessor at law or in equity, all remedies being cumulative.
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) A delay in Substantial Completion of the Tenant Improvements which is defined as a Lessor
Event of Default in Section 6(b) of the Work Letter.
(b) 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, other than a delay in reaching
Substantial Completion of the Tenant Improvements (addressed in Section 6 of the Work Letter)
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 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, but not
to exceed such reasonable maximum period of time as Lessor and Lessee may agree in writing.
13.4 Lessee Remedies. With respect to a Lessor Event of Default under Section 13.3(a) above, Lessee’s
sole remedy shall be as set forth in Section 6(b) of the Work Letter. With respect to a Lessor Event of
Default under Section 13.3(b) above, Lessee may, at its option, terminate this Agreement without penalty.
Further, upon the occurrence of any such Lessor Event of Default and at any time thereafter, but subject
to the applicable statute of limitations, Lessee may, but shall not be required to, exercise any remedies
now or hereafter available to Lessee at law or in equity, all remedies being cumulative.
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.
13.6
Survival. Lessor’s and Lessee’s remedies shall survive expiration or termination of this
Agreement.
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 “H,” attached hereto and by this reference made a part hereof, hereunder to the lien of any
mortgage now or hereafter in force against the Property 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 Property
provided, however, that in such case the holder of such mortgage, or the lessor under such lease
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 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. The thirty (30) day cure period of Section 13.1(c) does not apply to this Section 14.
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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 “I” which
is attached hereto and made a part hereof, certifying: (a) that this 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
Rent and the date to which Rent and Additional Rent 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. The thirty (30) day cure period of Section 13.1(c) does not apply to
this Section 15.
Section 16. ALTERATIONS.
Lessee, from time to time, may desire to make alterations, modifications
and improvements to the interior of the Premises at Lessee’s sole expense (“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, is not visible from
the Building Exterior, 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. All Alterations shall remain Lessee’s property unless
and until surrendered pursuant to Section 6. Lessee shall remove by payment or bonding any mechanic’s
lien or similar lien arising from Alterations or other Lessee work at the Premises within twenty (20) days
after the lien attaches to the Building or Property, failing which Lessor shall have the right to remove the
lien by payment or bonding, in Lessor’s sole discretion, at Lessee’s expense, in addition to all other
available remedies.
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
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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 Exhibits or other 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, if any 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. This Agreement shall be binding upon the Parties hereto and their
respective heirs, successors and assigns.
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. Electronic
delivery of an executed counterpart shall be deemed due delivery of an original.
17.13 Intentionally omitted)
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.
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17.15 Damage and Destruction.
(a)
Lessee shall promptly notify Lessor of any damage to the Premises resulting from fire or
any other casualty. Within sixty (60) days after the date Lessor learns of the necessity for repairs
as a result of damage, Lessor shall notify Lessee of Lessor’s estimated assessment of the period of
time in which the repairs will be completed (“Damage Repair Estimate”), which assessment shall
be based upon the opinion of a construction professional reasonably selected by Lessor and
experienced in comparable repairs of office buildings. If the Premises, Building or any Common
Areas serving or providing access to the Premises shall be damaged by fire or other casualty,
Lessor shall promptly and diligently, subject to reasonable delays for insurance adjustment or
other matters beyond Lessor’s reasonable control, and subject to all other terms of this Section
17.15, restore the Premises, Building and Common Areas. Such restoration shall be to
substantially the same condition the Premises, Building and Common Areas were in prior to the
casualty, except for modifications required by zoning and building codes and other laws or by the
holder of a mortgage on the Property or any other modifications to the Common Areas deemed
desirable by Lessor, provided that access to the Premises, the parking facilities and any common
restrooms serving the Premises shall not be materially impaired. Lessor shall not be liable for any
inconvenience or annoyance to Lessee or its visitors, or injury to Lessee’s business resulting in any
way from such damage or the repair thereof; provided however, that (i) Lessor shall take
reasonable measures to minimize interference with the conduct of Lessee’s business, and (ii) if
such fire or other casualty shall have damaged the Premises, and if such damage is not the result
of the willful misconduct of Lessee or Lessee’s employees, contractors, licensees, or invitees,
Lessor shall allow Lessee a proportionate abatement of Rent, during the time and to the extent
the Premises are unfit for occupancy for the purposes permitted under this Lease, and not
occupied by Lessee as a result thereof. However, if the Damage Repair Estimate indicates that
repairs cannot be completed within one hundred eighty (180) days after being commenced,
Lessee may elect, not later than thirty (30) days after Lessee’s receipt of the Damage Repair
Estimate, to terminate this Lease by written notice to Lessor effective as of the date specified in
Lessee's notice.
(b)
Within sixty (60) days after the date Lessor learns of the necessity for repairs as a result
of damage, Lessor shall notify Lessee of the Damage Repair Estimate and Lessor’s estimated
assessment of the period of time in which the repairs will be completed, which assessment shall
be based upon the opinion of a construction professional reasonably selected by Lessor and
experienced in comparable repairs of office buildings. Notwithstanding the terms of Section
17.15(a) of this Agreement, Lessor may elect not to rebuild and/or restore the Premises, Building,
and instead terminate this Agreement, by notifying Lessee in writing of such termination within
sixty (60) days after Lessor learns of the necessity for repairs as the result of damage, such notice
to include a termination date giving Lessee one hundred twenty (120) days to vacate the Premises,
but Lessor may so elect only if the Building or Property shall be damaged by fire or other casualty
or cause, whether or not the Premises are affected, if one or more of the following conditions is
present: (i) in Lessor’s reasonable judgment, repairs cannot reasonably be completed within one
hundred eighty (180) days after the date Lessor learns of the necessity for repairs as the result of
damage (when such repairs are made without the payment of overtime or other premiums);
(ii) the holder of any mortgage on the Building or Property shall require that the insurance
proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the
ground lease, as the case may be; or (iii) the damage is not fully covered, except for deductible
amounts, by Lessor’s insurance policies. However, if Lessor does not elect to terminate this Lease
pursuant to Lessor’s termination right as provided above, and/or the Damage Repair Estimate
indicates that repairs cannot be completed within one hundred eighty (180) days after being
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commenced, Lessee may elect, not later than thirty (30) days after Lessee’s receipt of the Damage
Repair Estimate, to terminate this Lease by written notice to Lessor effective as of the date
specified in Lessee's notice.
(c)
In the event that the Premises, the Building, or the Property is destroyed or damaged
during the last twenty-four (24) months of the Term or Renewal Term, and the Damage Repair
Estimate indicates that repairs cannot be completed within ninety (90) days after being
commenced, then notwithstanding anything contained in this Section 17.15 , Lessor and Lessee
shall each have the option to terminate this Agreement by giving written notice to the other of
the exercise of such option within ten (10) days after Lessor’s delivery to Lessee of the Damage
Repair Estimate, in which event this Agreement shall cease and terminate as of the date of such
notice, Lessee shall pay the Rent and Additional Rent, properly apportioned up to such date of
damage, and both Parties hereto shall thereafter be freed and discharged of all further obligations
hereunder, except as provided for in provisions of this Agreement which by their terms survive
the expiration or earlier termination of this Agreement.
(d)
If as a result of a fire or other casualty Lessee is unable to provide essential program
services (defined below) from the Premises, Lessor shall use all reasonable efforts to provide to
Lessee, as soon as is reasonably practicable after the casualty, temporary space with necessary
utilities to enable Lessee to continue to provide essential program services until the Premises can
be reoccupied by Lessee for such purpose. All furniture and equipment necessary for Lessee’s use
shall be Lessee’s responsibility. Such temporary facilities may consist, at Lessor’s election, of one
or more mobile office trailers located on the Property or nearby or office space in the Building or
nearby building. Lessor shall not be required to provide the temporary space if this Agreement is
terminated pursuant to this Section 17.15. If the temporary space is occupied at the time of
termination, Lessee shall vacate the temporary space within thirty (30) days after the effective
termination date. Lessor shall bear the cost of providing the temporary space and utilities to the
extent Lessor is entitled to receive proceeds from its property insurance for such purpose. Any
costs in excess of such insurance proceeds shall be Lessee’s responsibility. The phrase “essential
program services” means the County Human Services Department, Workforce Development
Division and Early Education Division and excludes storage and office use which need not be
located in the temporary space in order to provide said essential program services.
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 and the taking materially impacts Lessee’s use or
occupancy of the Premises, Lessee shall have the right to terminate this Agreement upon giving Lessor
written notice thereof. The entire award shall be the property of Lessor except such separate award as
may be made for the taking of Lessee’s Alterations or other property, loss of Lessee’s goodwill, or Lessee’s
relocation expenses. Lessee shall have the right to participate in the condemnation proceeding as a party.
17.17 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 other than CBRE, 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
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and warrant by the indemnifying party. The terms of this Section shall survive the expiration or earlier
termination of this Agreement.
17.18 Immigration. The Parties warrant that they comply with A.R.S. Section 41-4401 and further
acknowledge that:
17.18.1 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.
17.18.2 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.
17.18.3 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.
17.18.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or
employee of the Parties to this Agreement.
17.19 Rules and Regulations. Lessee agrees to abide by and conform to the rules and regulations
attached hereto as Exhibit “J” and made a part hereof as they may be modified reasonably by
Lessor from time to time. Such modifications shall be binding on Lessee upon delivery in writing
to Lessee.
17.20 No Offer. Submission of drafts of this Agreement by either party or its agent to the other Party
shall not be deemed an offer to lease to the other Party. This Agreement shall not bind the Parties
until fully executed and delivered.
17.21 Compliance with Laws. Lessee shall comply, and shall use all reasonable efforts to cause its
employees and invitees to comply, with all applicable laws, ordinances, codes and governmental
orders and regulations, now or hereafter in force (“Laws”) relating to its use or occupancy of the
Premises and Common Areas except to the extent such compliance is the obligation of Lessor
under this Agreement.
17.22 Hazardous Materials. Lessee shall not bring any hazardous or toxic substance, material or waste,
as so defined by applicable Laws (“hazardous materials”) onto the Premises, Building or Property;
provided that this prohibition does not extend to Lessee’s use and storage of reasonable
quantities of ordinary cleaning materials and office supplies containing hazardous materials if
used in the manner which such products were designed to be used. Lessee shall indemnify Lessor
from all liabilities, losses, damages, expenses (including costs of containment, assessment and
remediation) incurred by Lessor as the result of any release of hazardous materials on the
Premises or Property by Lessee, its employees, agents, invitees or contractors. This indemnity
shall survive the expiration or termination of this Agreement.
17.23 Exemption of Lessor and its Agent from Liability. Notwithstanding the negligence or breach of
this Agreement by Lessor or its agents, then to the fullest extent permitted by law, neither Lessor
nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or
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goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees,
customers, or any other person in or about the Premises, whether such damage or injury is caused
by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of
mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, HAC or lighting fixtures, or from any other cause, whether the said injury
or damage results from conditions arising upon the Premises or upon other portions of the
Building, or from other sources or places, (ii) any damages arising from any act or neglect or any
other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any
other lease in the Building, (iii) any interruption of utility services or (iv) injury to Lessee’s business
or for any loss of income or profit therefrom.
THE REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the Parties have fully executed this AGREEMENT as of the last date written below.
LESSOR: Shadow Ridge Estates (Mesa), LP
a California limited partnership
By: Hale Johnston Enterprises, Inc., a
California corporation, its general partner
By: ______________________________________
Jeffrey H. Johnston, President 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”
The Property, Building and Premises
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Exhibit “B”
Premises (floorplans)
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Exhibit “C”
Special Event Hours Request Form
Lessee requests use of the Premises on the following dates and times:
Date
Use Times
Room #(s)
Purpose
Lessee makes the following special requests during this use period:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
___________________________________________
Lessee must follow the following special requirements during this use period:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
___________________________________________
REQUESTED BY:
____________________________________
{Name}
Date
Director, Human Services Department of
Maricopa County
APPROVED BY:
____________________________________
Frank Marquez
Date
Metro Commercial
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EXHIBIT D
SCOPE OF WORK AND PRELIMINARY CONSTRUCTION PLANS
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EXHIBIT E
TURN-KEY WORK LETTER
This Work Letter supplements the Agreement to which this Work Letter is an exhibit. All capitalized terms
not defined herein have the meanings given them in the Agreement.
1.
Final Plans.
a.
Prior to execution of the Agreement, or if the Agreement has been executed
before Final Plans (defined below) have been agreed upon by Lessor and Lessee, Lessor shall cause
construction plans to be prepared by its architect, which shall be consistent in all material respects with
the Space Plan and Preliminary Construction Plan attached hereto as Exhibits 1 and 2 and made a part
hereof, and shall submit such construction plans to Lessee for its review and approval. Within fifteen (15)
days after receipt of the construction plans, Lessee shall provide Lessor with Lessee’s written approval
thereof or written comments/requests for changes. In the latter case, Lessor and Lessee shall cooperate
reasonably with one another in good faith to arrive at mutually agreeable construction plans as
expeditiously as reasonably possible, and, unless construction plans are mutually approved in writing by
Lessor and Lessee within thirty (30) days after construction plans were first submitted to Lessee or within
such additional time as the Parties may agree in writing, either Party may terminate the Agreement on
written notice to the other Party. The mutually agreed construction plans are herein called the “Final
Plans.”
b.
Lessor shall submit the Final Plans to all required permitting agencies with
jurisdiction and obtain all required permits and approvals for construction of the Tenant Improvements.
Lessor shall be solely responsible for identifying all required permits and approvals. Material changes to
the Final Plans required by permitting agencies are subject to Lessor’s and Lessee’s mutual written
approval within ten (10) days, or within such additional time as the Parties may agree, failing which either
Party may terminate the Agreement by written notice to the other Party.
2.
Change Orders.
If Lessee desires to change any item of the Final Plans, Lessee will submit to Lessor a written request
detailing the desired change, including the nature of the change, and any anticipated delay in Substantial
Completion (defined below). Lessor will not unreasonably disapprove such change order requests, but it
will be deemed reasonable for Lessor to disapprove any change order request which, in Lessor’s judgment,
(i) involves a material change in any element of the approved Final Plans, (ii) materially and adversely
affects the appearance or utility of the Tenant Improvements, (iii) will result in an increase in the cost of
construction unless Lessee agrees to pay the increase to Lessor before the Change Order is implemented,
or (iv) will result in a delay of more than five (5) days in reaching Substantial Completion. Such approved
change order request is a “Change Order.”
3.
Construction.
a.
As Lessor is not a licensed contractor, Lessor shall retain an appropriately licensed
contractor ("Contractor") to complete the Tenant Improvements. Lessor shall pay the Contractor directly
for the Tenant Improvements and administer said contract in accordance with Lessor's standard
procedures and prudent project management.
b.
Construction of the Tenant Improvements shall conform in all material respects
to the Final Plans as they may be modified, with the Parties’ mutual approval, by changes required by the
permitting agencies and by Change Orders.
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c.
All Tenant Improvements and construction shall be performed in a good and
workmanlike manner in full compliance with all applicable federal, state and local rules, regulations, codes
and ordinances including, but not limited to, health, building, zoning, fire and safety codes, all applicable
environmental statutes, regulations and ordinances, the Americans with Disabilities Act of 1990, A.R.S. §§
9-499.02, 41-1492 through 41-1492.11, the Architectural Barriers Act of 1968, and the Uniform Federal
Accessibility Act of 1983. Lessor shall also ensure that all activities (operations and/or construction) are in
compliance with all applicable federal, state and local air quality and environmental laws, regulations or
policies.
d.
All construction materials shall be new and shall be subject to industry standard
warranties. Upon completion of the Tenant Improvements, Lessor shall obtain final building inspections
and approvals and a certification from the architect that all such work was constructed as required by
Section 3(b) above, if required. Notwithstanding the foregoing, Lessor shall undertake to remedy, at no
expense to Lessee, those building code violations or other violations of applicable Laws (if any) resulting
from Lessor's failure to initially construct the Tenant Improvements in accordance with applicable Laws in
effect at the time of permit issuance, of which violations Lessor receives a written violation notice from
Lessee or any governmental authority.
e.
Prior to the commencement of construction of the Tenant Improvements, Lessor
shall ensure Contractor has purchased, and maintains throughout construction, all standard insurance
coverage at levels standard in the industry from a company or companies duly licensed by the State of
Arizona and require any subcontractors to maintain equivalent insurance based in their trade and
participation in the work.
f.
NOTICE IS HEREBY PROVIDED that the staff of Maricopa County's Human Services
and Real Estate Departments do not have the authority to perform technical review or approval of any
plans or work performed to construct the Tenant Improvements. Lessor also acknowledges that the staff
of Maricopa County's Human Services and Real Estate Departments do not have the authority or ability
to issue permits or licenses that may be required to be obtained pursuant to this Agreement or other
permitting or licensing agency requirements, and the determination of whether Lessor is in compliance
with the permitting and licensing requirements lies with the respective permitting or licensing agency.
The execution of this Agreement shall not be considered approval of any permit or license by Maricopa
County.
4.
Expected Substantial Completion Notice.
Lessor shall give Lessee written notice of the expected date of Substantial Completion at least ninety (90)
in advance thereof.
5.
Substantial Completion.
The term “Substantial Completion” or any grammatical variation thereof, when used in the Agreement or
this Work Letter, shall mean: (i) the construction of the Tenant Improvements has been completed,
except for Punch List Items, as hereinafter defined, (ii) a Certificate of Occupancy and/or Fire Marshal and
any other jurisdictional agency’s required sign-off for Lessee to occupy the Premises has been obtained,
and (iii) notice has been delivered to Lessee that Premises are ready for Lessee’s use and/or installation
of Lessee’s furniture and fixtures (with the exception of Punch List Items which can be fully completed
subsequent to the date the jurisdictional authority completes its final inspection) and either (x) thirty (30)
days have elapsed after such notice was given or (y) Lessee has commenced use of the Premises for the
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permitted use. Such notice may be given while work on the Tenant Improvements is ongoing provided
Lessee’s use of the Premises for the permitted Early Occupancy purposes is not materially impaired.
6.
Delay in Substantial Completion.
(a) Lessor shall endeavor to achieve Substantial Completion of the Tenant Improvements by
March 1, 2022 but has advised Lessee that it is unlikely to be able to do so. If a March 1, 2022
Substantial Completion date is not achieved, Lessor shall endeavor to achieve Substantial
Completion as soon thereafter as is reasonably practicable. If Substantial Completion is not
achieved by June 1, 2022 (subject to extension by one (1) day for each day of Tenant Delays and
Force Majeure Delays as provided below), no Lessor Event of Default shall occur thereby but
Lessee shall be entitled to one (1) day free Rent credit towards future obligations for each day
after June 1, 2022 that Substantial Completion is delayed.
(b) If Substantial Completion does not occur by July 1, 2022, a Lessor Event of Default shall
occur and Lessee shall have the right, as its sole remedy, to terminate the Agreement by giving
written notice of termination to Lessor before Substantial Completion occurs, provided that
such termination notice shall be void and of no force or effect if Substantial Completion occurs
within ten (10) business days after Lessor’s receipt of the termination notice. . The foregoing
notwithstanding, the July 1, 2022 date in this Section 6(b) shall be extended by one (1) day for
each day of Tenant Delay.
7.
Effect of Tenant Delay or Force Majeure Delay.
The June 1, 2022 date for commencement of the daily Rent abatement in Section 13.3 above will be
extended by one (1) day for each day of delay in reaching Substantial Completion caused by a Tenant
Delay or Force Majeure Delay. The term “Tenant Delay” as used in this Work Letter means any delay that
Lessor may encounter in the performance of Landlord’s obligations under this Work Letter because of any
of Lessee’s acts or omissions of any nature, whether committed willfully, negligently, intentionally, or
otherwise, that result in any delay including any: (i) delays caused by a Change Order issued at Tenant’s
request; (ii) delay attributable to Lessee’s failure to timely approve any Final Plans for Tenant
Improvements; (iii) delay attributable to postponement of any Tenant Improvements at the request of
Tenant; (iv) delay by Tenant in furnishing information or giving any other approvals or authorizations
within the time limits set forth in this Work Letter, or if no time is set forth for such performance in this
Work Letter, then a reasonable time, time being of the essence; and (v) delay attributable to the failure
of Tenant to pay, when due, any amounts required to be paid by Tenant pursuant to this Work Letter or
the Agreement.
The term “Force Majeure Delay” as used in this Work Letter means any (i) actual delay in the design and/or
completion of Tenant Improvements attributable to any strike, lockout, or other labor or industrial
disturbance (whether or not on the part of the employees of either party hereto), civil disturbance,
unavailability or shortages of materials, public health emergency, delay in issuance of necessary public
permits and approvals, act of public enemy, war, riot, terrorism, sabotage, blockade, or embargo; (ii)
actual delay in the design and/or completion of Tenant improvements due to changes in any Laws,
including the Americans with Disabilities Act; or (iii) actual delay in the design and/or completion of Tenant
Improvements attributable to terrorist act, lightning, earthquakes, fire, storm, hurricane, tornado, flood,
washout, explosion, or any other similar industry-wide or Building-wide cause beyond the reasonable
control of Lessee.
8.
Punch List.
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Within ten (10) business days after Lessor gives Lessee written notice that Substantial Completion has
occurred, Lessee shall supply to Lessor a written rejection of Substantial Completion stating in reasonable
detail the reasons for the rejection or a list of items that constitute minor defects or adjustments which
can be completed after Substantial Completion of the Tenant Improvements without causing any material
interference with Lessee’s use of the Premises (the “Punch List Items”), setting forth all corrective work
to the Tenant Improvements which Lessee believes is/are required to be performed. Lessor shall perform
all such corrective work to the extent necessary and complete the Punch List Items within thirty (30)
calendar days from receipt of the written list. If Lessee does not provide a written Punch List within such
ten (10) business day period, Lessee shall be deemed to have accepted the Tenant Improvements in their
entirety.
9.
Lessee’s Representative.
Lessee hereby designates Seth Bouman, who can be reached at Seth.Bouman@Maricopa.Gov, or by
phone at 602-372-0563, as its representative and agent for the purpose of receiving notices, reviewing
submittals and issuing requests for changes to the proposed Tenant Improvements and for Lessee review
of the installed Tenant Improvements. Lessor hereby designates Carlos Orozco, Operations Manager, who
can be reached at carlos@vilicusmgmt.com or by phone at 760.613.9565, as its representative and agent
for the purpose of receiving notices, reviewing submittals and requests for changes to the proposed
Tenant Improvements.
10.
Tenant Improvement Costs.
Except as provided in Section 2(iii) of this Work Letter, Lessor shall pay all costs of design, planning,
permitting, plan check, testing, inspection, and construction of the Tenant Improvements. All Tenant
Improvements shall be and remain the sole property of Lessor.
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Exhibit “F”
COMMENCEMENT DATE CONFIRMATION
LESSOR:
SHADOW RIDGE ESTATES (MESA), LP, A CALIFORNIA LIMITED PARTNERSHIP
LESSEE:
MARICOPA COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF ARIZONA
This Commencement Date Confirmation is made by the undersigned SHADOW RIDGE ESTATES
(MESA), LP, A CALIFORNIA LIMITED PARTNERSHIP, and MARICOPA COUNTY, A POLITICAL SUBDIVISION OF
THE STATE OF ARIZONA, pursuant to that certain Lease Agreement between Shadow Ridge Estates
(Mesa), LP and Maricopa County which was fully executed on ________________ (Agreement) for certain
premises known as Maricopa County Assessor Parcel Number 134-23-009C , with an address of 1001 West
Southern Avenue, Mesa, Arizona.
Commencement Date; Expiration Date. Shadow Ridge Estates (Mesa), LP and Maricopa County
hereby agree that the Commencement Date of the Agreement is ________________ and the Expiration
Date of the Agreement is __________________, unless extended or terminated earlier as provided for in
the Agreement. Rent shall begin on _______________________.
LESSOR: Shadow Ridge Estates (Mesa), LP
Shadow
Ridge Estates (Mesa), LP
a California limited partnership
____________________________________________
By: Hale Johnston Enterprises, Inc., a
California corporation, its general partner
By: ______________________________________
Jeffrey H. Johnston, President Date
LESSEE: Maricopa County,
a political subdivision of state of Arizona
____________________________________________
Alex Smith Date
Director, Real Estate Department
APPROVED as to FORM:
___________________________________________
Deputy County Attorney Date
Lease No. L-7513
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Exhibit “G”
Bill of Sale of Personal Property
KNOW ALL PERSONS BY THESE PRESENTS, that Shadow Ridge Estates (Mesa), LP (“SELLER”) for and in
consideration of the sum of Ten Dollars ($10.00), lawful money of the United States, the receipt of which
is hereby acknowledged and by these presents does grant and convey unto Maricopa County, a political
subdivision of the State of Arizona, (“PURCHASER”), with an address at 301 W. Jefferson Street, Phoenix,
Arizona 85003, free from all liens and encumbrances, and in as-is condition, all items described on
Attachment “A’ attached hereto and made a part hereof.
To have and to hold the same unto PURCHASER, his/her executors, administrators and assigns,
forever.
IN WITNESS WHEREOF, this Bill of Sale is executed on the _____, of _______________ 2021.
SELLER:
Shadow Ridge Estates (Mesa), LP
a California limited partnership
By: Hale Johnston Enterprises, Inc., a
California corporation, its general partner
By: ______________________________________
Jeffrey H. Johnston, President Date
ACCEPTED BY:
PURCHASER:
Maricopa County, a political subdivision of the state of Arizona
____________________________________________
Jack Sellers, Chairman of the Board of Supervisors
ATTEST:
____________________________________________
Clerk of the Board of Supervisors Date
APPROVED as to FORM:
___________________________________________
Deputy County Attorney
Date
Lease No. L-7513
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Exhibit “H”
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
Tenant),
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
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which may give or purport to give it any right or election to terminate, except as expressly
provided for in said Lease, or otherwise adversely affect the said Lease and the obligations of
Lessee thereunder by reason of any such foreclosure proceeding. Accordingly, from and after
such event “Substitute Lessor” and Lessee shall have the same remedies against each other for
the breach of an agreement contained in the Lease as Lessee and Lessor had before “Substitute
Lessor” succeeded to the interest of the Lessor; provided however, that “Substitute Lessor” shall
not be;
a.
liable for any act or omission of any prior lessor (including Lessor); or
b.
subject to any offsets or defenses that Lessee might have against any prior lessor
(including Lessor); or
c.
bound by any rent or additional rent that Lessee might have paid for more than one
month in advance to any prior lessor (including Lessor); or
d.
liable for the return of any security deposit.
3. The provisions of this SNDA are binding upon and shall inure to the benefit of the heirs, successors
and assigns of the parties hereto.
4. The execution of this document is expressly authorized by Maricopa County in Section(s)
of the Lease.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Lease No. L-7513
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IN WITNESS WHEREOF this SNDA is effective the day and year last written below.
LESSEE: Maricopa County, a political subdivision of the state of Arizona
______________________________________________
By: Alex Smith
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:
Shadow Ridge Estates (Mesa), LP
a California limited partnership
By: Hale Johnston Enterprises, Inc., a
California corporation, its general partner
By: _________________________________________
Jeffrey H. Johnston, President Date
Lease No. L-7513
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Exhibit “I”
TENANT ESTOPPEL CERTIFICATE
for
LEASE AGREEMENT NO. L-
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.
10. Tenant has received no notice of a prior sale, transfer, assignment, hypothecation or pledge of
said Lease or of the rents secured therein, except to Lender.
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11. Tenant acknowledges that this Estoppel Certificate and the statements herein may be
conclusively relied upon by the Lessor and other person(s) or entity (ies) named above in the
first paragraph.
12. This agreement shall be binding upon and inure to the benefit of the Lessor, and any other
person(s) or entity (ies) named above in the first paragraph.
13. The execution of this document is expressly authorized by Maricopa County in Section(s)
of the Lease.
14. The Tenant understands and acknowledges that Lender will rely on this Estoppel Certificate in
acquiring or making a mortgage loan to Lessor and that in connection with said loan, Lessor’s
interest in the Lease is being assigned to Lender as additional security for the loan.
Executed this ______ day of _____________________, 20____.
Lessee: Maricopa County
________________________________________________
By: Alex Smith
Director, Maricopa County Real Estate Department
APPROVED as to FORM:
________________________________________________
Deputy County Attorney
Date
Lease No. L-7513
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Exhibit “J”
Office Rules and Regulations
Lease No. L-7513
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Lease No. L-7513
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Lease No. L-7513
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Lease No. L-7513
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