FS 1-50 - ASSIGNMENT OF LEASE COUNTY FINAL.PDF

ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment") is made this
day of September, 2018 (the "Effective Date"), by and between the STATE OF ARIZONA,
acting by and through its Department of Transportation ("State" or "Assignor") and Maricopa
County, a political subdivision of the State of Arizona ("Assignee").
RECITALS
A. Assignor presently holds certain rights as Landlord or Lessor under that certain lease set
forth below with respect to the real property located at 1840 South Mesa Drive, Mesa, Arizona
more particularly described on Exhibit "A" attached hereto:
The lease between the State of Arizona Department of Transportation, as Lessor, and the
State of Arizona Department of Revenue, as Lessee, fully executed March 24, 2014, and
amended by the First Amendment to Lease which was fully executed on June 2, 2014,
The lease and amendment referred to above are hereinafter collectively referred to as the
"Lease", and are attached hereto and made a part hereof as Exhibit "B" to this Assignment.
B. Assignor desires to assign to Assignee, and Assignee desires to acquire Assignor's interest
in and to, the Lease.
FOR VALUABLE CONSIDERATION, it is agreed as follows:
1. Assignment. As of the Effective Date, Assignor conveys and assigns to Assignee, subject
to the provisions of the Leases, all of Assignor's right, title and interest in and to the Leases.
Assignor hereby covenants and agrees to indemnify, defend and hold harmless Assignee of, from,
for and against any and all actions, suits, proceedings, claims, liabilities, losses, damages, costs
and expenses (including without limitation reasonable attorneys' fees) incurred in connection
therewith, based upon or arising out of any breach or alleged breach of any of the Leases occurring
or accruing prior to the Effective Date.
2. Assumption. Assignee assumes and agrees to be bound by all of Assignor's liabilities and
obligations arising under the Leases from and after the Effective Date, Assignee further covenants
and agrees to indemnify, defend, and hold harmless Assignor of, from, for and against any and all
actions, suits, proceedings, claims, liabilities, losses, damages, costs and expenses (including
without limitation reasonable attorneys' fees) incurred in connection therewith, based upon or
arising out of any breach or alleged breach of any of the Leases occurring or accruing from and
after the Effective Date.
3. Binding Effect. This Assignment shall inure to the benefit of and shall be binding upon
the parties hereto and their respective successors and assigns.
878157.1

4. Counterparts. This Assignment may be executed in counterparts, all of which together
shall constitute one complete Assignment.
ASSIGNOR:
STATE OF ARIZONA, by and through its
Department of Transportation
BY:
Its:
ASSIGNEE:
Maricopa County, a political subdivision of the
State of Arizona
By: Steve Chucri
Title: Chairman, Board of Supervisors
ATTEST:
Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney Date
878157.1

Exhibit A
Attached to Assignment and Assumption of Lease
THE LAND REFERRED TO HEREIN AND BELOW IS SITUATED IN THE COUNTY OF MARICOPA, STATE
OF ARIZONA AND IS DESCRIBED AS FOLLOWS:
APN: 139-49-001 M & 139-49-001 Y as further described on the attached legal
description.
878157.1

EXHIBIT "A"
TRACT NO. 1:
That portion of land situated in the Southeast one-quarter (SE%) of Section thirty-four (34), Township
One (I) North, Range Five (5) East of the Gila and Salt River Base Meridian, Maricopa County, Arizona,
described as follows:
Commencing at the Southeast corner of said Section Thirty-four (34);
THENCE along the East line of said Section Thirty-four (34), North 01°24'37" East a distance of 1319.33
Feet to the Northeast corner of the South one-half or the Southeast one-quarter (S1/2 or sum) or said
Section Thirty-four (34);
THENCE along the North line of said South one-hall or the Southeast one-quarter (S1/2 of SE%) of said
Section Thirty-four (34), North 88'50'42" West a distance of 140.24 feet to the TRUE POINT OF
BEGINNING, said point being on the Westerly right of way line of South Mesa Drive and also a point on
a curve concave Northwesterly, having a radius of 1045.00 feet, a radial line of said curve to said point
bears South 65°16'51" East;
THENCE Southwesterly along said curve and also along said right of way line, a distance of 364.90 feet,
through a central angle of 20°00'24" to the beginning of a reverse curve, concave Southeasterly, having a
radius of 1155.00 feet;
THENCE Southeasterly along said curve, a distance of 117.44 feet, through a central angle of 05°49'33"
to the Easterly prolongation of the Southerly line of the land described in Maricopa County Records
document number 83-038183;
THENCE along said Easterly prolongation, North 88°50'42" West a distance or 74.79 feet to the
Southeast corner of said land, said corner being on a curve concave Southeasterly, having a radius of
1215.00 feet, a radial line to said corner bears North 53°15'34" West;
THENCE along the Easterly line of said land and along said curve a distance of 136,83 feet through a
central angle of 06°27'09" to the Northeast corner of said land, a radial line to said corner bears North
46°48'25" West;
(continued)
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PROJECT: F. S. 1-50 LOCATION: Mesa 1v1VD PARCEL: L-C-045
SR 08-13-2018

THENCE along the North line of said land and its Westerly prolongation, North 88 050 142" West 350.00
feet to the Easterly line of an Easement for Public Utilities described in Maricopa County Records
document number 83-085123, said line having a bearing and distance of South 32 03830" West 413.64
feet;
THENCE along said line North 32°38'30" East a distance of 152.42 feet to the beginning of a curve
concave Westerly, having a radius of 218.08 feet;
THENCE along said curve and its Northerly prolongation, a distance of 119.85 feet (119.84 feet rec.),
through a central angle of 31°29'17" (31 029 1 12" ice.) to the end of said curve;
THENCE North 01 009 1 18" East (North 10°09'18" East rec,) a distance of 41.11 feet to the North line of
said South one-half of the Southeast one-quarter (SY: of SEA) of Section Thirty-four (34);
THENCE along said line, South 88 05042" East a distance of 504.57 feet to (he TRUE POINT OF
BEGINNING.
139,540 square feet, more or less.
TOGETHER with an Ingress and Egress Easement described as follows:
A portion of land described in the Public Utilities Easement, Maricopa County Records document number
83-085123, Parcel Number 2, and its Northerly and Southerly prolongations more particularly described
as follows:
Commencing at the Southeast corner of said Section Thirty-four (34);
THENCE along the East line of said Section Thirty-lour (34), North 01 024 137" East 1319.33 feet to the
Northeast corner of said South one-half of the Southeast one-quarter (S 1/2 of SPA) of Section Thirty-lour
(31 );
THENCE along the North line of said South one-half of the Southeast one-quarter (SY2 of SEM) of Section
Thirty-four (34), North 88°50'42" West 140.24 feet to a point on the Westerly right of way line of South
Mesa Drive and also a point on a curve concave Northwesterly, having a radius of 1045.00 feet, a radial
line of said curve to said point bears South 65 0 16'51" East;
THENCE Southwesterly along said curve and along said right of way line, 90.43 feet, through a central
angle of 04057 130" to the Southeasterly line of an Easement for Public Utilities described in Maricopa
County Records document number 83-085123, said line having a bearing and distance of North 61°59'36"
West 31.05 feel;
(continued)
PloteE 2
PROJECT: F. S. 1-50 LOCATION: Mesa MVD PARCEL: L-C-045
Disposal SR 08-13-2018

THENCE along the various courses of said Easement, North 61°59'36" West 31.05 feet, to the beginning
of a curve concave Southwesterly and having a radius of 148.73 feet;
THENCE Northwesterly along said curve 69.70 feet, through a central angle of 26°51'06";
THENCE North 88°50'42" West 370.07 feet to the TRUE POINT OF BEGINNING, said point being on a
curve concave Westerly, having a radius of 218.08 feet, a radial line of said curve to said point bears
South 86°12'14" East;
THENCE continuing along said Easement, Southwesterly along said curve 109.79 feet through a central
angle of 28°50'44" to the end of said curve;
THENCE South 32°38'30" West 413.64 feet to the beginning of a curve concave Fasterly and having a
radius of 181.92 feet;
THENCE Southerly along said curve 104.92 feet, through a central angle of 33°02'42" to the end of said
curve;
THENCE South 00°24'12" East 97.29 feet to a line 30.00 feet Northerly of and parallel with the North line
of BASELINE COMMERCE CENTER AMENDED, Maricopa County Records 13ook 254, Page 37;
THENCE along said line North 88°57'04" West 51,18 feet to the Southerly prolongation of the westerly
line of said Easement for Public Utilities having a bearing and distance of North 02°25'06" East 106.92
feet;
THENCE along said line, North 02°25'06" East 107.36 feet to the beginning a a curve concave Easterly,
having a radius o1228.08 feet;
THENCE Northerly along said curve 120.31 feet, through a central angle of 30°1324" to the end of said
curve;
THENCE North 32°3830" East 413.64 feet to the beginning of a curve concave Westerly, having a radius
of 171,92 feet;
THENCE Northerly along said curve and its Northerly prolongation, 94.48 feet, through a central angle of
31°29'21" to the end of said curve;
THENCE North 10°09'18" East 41.11 feet to said North line of the South one-half of the Southeast one-
quarter (S1/2 of SE%) of Section Thirty-four (34);
(continued)
PAU, 3
PROJECT: F. S. 1-50 LOCATION: Mesa MVD PARCEL: L -C -045
Disposal SR 08-13-2018

THENCE along said line, South 88°50'42" East 46.16 feet;
THENCE South 01°09'18" West 41.11 feet to the beginning of a curve concave Westerly, having a radius
o1218.08 feet;
THENCE Southerly along said curve 10.05 feet, through a central angle of 029828" to the TRUE POINT
OF BEGINNING.
TRACT NO. 2:
A parcel of land situated in the Southeast quarter (SE1/4) of Section 34, Township 1 North, Range 5 East,
Gila and Salt River Meridian, Maricopa County, Arizona, and being more particularly described as
Follows:
Commencing at the Southeast corner of said Section 34;
thence North 01°24'47" East along the East line of said Section 34, a distance of 1319.08 feet to a point,
said point being the Northeast corner of the South half of the Southeast quarter (S'ASE1/4) of said Section
34;
thence North 88°50'42" West along the North line of said South half of the Southeast quarter (S'ASE1/4) of
Section 34, a distance of 140.31 feet to a point on the westerly right-of-way line of South Mesa Drive and
also a point on a non-tangent curve to the right concave northwesterly, having a radius of 1045.00 feet and
a radial point which bears North 65°16'29" West;
thence southwesterly along the arc of said curve and also along said right-of-way line, through a central
angle of 19°59'34", a distance of 364.64 feet to a point on the beginning of a tangent curve to the la,
concave southeasterly and having a radius of 1155.00 feet;
thence southwesterly along the arc of said curve, through a central angle of 0112 1,14", a distance of 31.16
feet to a point;
thence North 46°49'39" West, a distance of 60.00 feet to the TRUE POINT OF BEGINNING, said point
being on a non-tangent curve to the left, concave southeasterly, having a radius of 1215.00 feet and a
radial point which bears South 46°49'39" East;
thence southwesterly along the arc of said curve, through a central angle of 06°27'09", a distance of 136.83
feet to a point;
(continue(I)
PAaE
PROJECT: F. S. 1-50 LOCATION: Mesa IVRID PARCEL: L-C-045
Disposal SR 08-13-2018

thence North 88'50 142" West, a distance of 329.42 feet to a point;.
thence North 32 038 130" East, a distance of 125.00 feet to a point;
thence South 88°50'42" East, a distance of 349.82 feet to the TRUE POINT OF BEGINNING.
36026 square feet, more or less.
TOGETHER with (1) the right to use the parking lot located immediately northerly of the above described
parcel of land for parking and (2) the right to have ingress and egress to and from South Mesa Drive to
said parking lot.
GRANTOR RESERVES unto the public and various utility companies, easements for existing utilities,
if any, within the above described property, in accordance with Arizona Revised Statute 28-7210. Access
to the existing utilities will be by way of what exists at the time of this conveyance and shall be the
responsibility of the Grantee herein and of the public or utility companies to show where that access is
located.
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PROJECT: F. S. 1-50 LOCATION: Mesa 1V1VD PARCEL: L-C-045
Disposal SR 09-13-2018

Exhibit B
Attached to Assignment and Assumption of Lease
SEE NEXT PAGE
878157.1

ARIZONA DEPARTMENT OF TRANSPORTATION
2 LEASE AMENDMENT
3
4
5 LESSOR, AN AGENCY OF THE STATE OF ARIZONA: ARIZONA DEPARTMENT
6 OF TRANSPORTATION
7 LESSEE, AN AGENCY OF THE STATE OF ARIZONA: ARIZONA DEPARTMENT
8 OF REVENUE
9
10 THIS FIRST AMENDMENT TO LEASE made this 30th day of May, 2014 by and between the
11 Arizona Department of Transportation, an agency of the State of Arizona, hereinafter called
12 "Lessor," and the Arizona Department of Revenue, an Agency of the State of Arizona,
13 hereinafter called "Lessee."
14
15 Whereas, Lessor leased certain premises consisting of approximately 1,101 square feet of space
16 in Building if 1352 located at 1840 South Mesa Drive, Mesa, AZ 85210, to Lessee described in
17 lease dated March 14, 2014.
18
19 Whereas, Lessor and Lessee agree to amend said lease as follows:
20
21 1. Article 2, TERM, shall be amended to commence on May 19, 2014 and expire on May 18,
22 2019.
23
24 2. Article 3, RENT, Payment schedule:
25
26 $2,083.61 May 19 thru 31 & June 2014
27 $4,404.00 July — September 2014
28 $4,404.00 October — December 2014
29 $4,404.00 Each successive quarter 2015 through 2018
30 $4,404.00 January — March 2019
31 $2,320.39 April & May 1 thru 18 2019
32
33 3. All other terms and conditions shall remain as outlined in Lease Agreement dated March
34 14, 2014.
35
36 IN WITNESS WHEREOF, the parties hereto have executed this instrument by proper persons
37 thereunto duly authorized so to do the day and year first above written.
1

FOR AND ON BEHALF OF THE FOR AND ON BEHALF OF THE
DEPARTMENT OF T NSPORTATION DEPARTMENT OF REVENUE (LESSEE), an
(LESSOR), an Agency of e State of Arizona: Agency of the State of Arizona:
By: By:
Printed Name: Sonya E. Herrera Printed Name: Lisa Cross
Position: Director of Administrative Services Position: Assistant Director, Administrative
Division Services Division
Date: Date: b7D/oa/-20071
2

1 ARIZONA DEPARTMENT OF TRANSPORTATION
2 LEASE
3
4
5 LESSOR, AN AGENCY OF THE STATE OF ARIZONA: ARIZONA DEPARTMENT
6 OF TRANSPORTATION
7 LESSEE, AN AGENCY OF THE STATE OF ARIZONA: ARIZONA DEPARTMENT
8 OF REVENUE
9
10 THIS LEASE made the 21st of March, 2014 by and between the Arizona Department of
11 Transportation, an agency of the State of Arizona, hereinafter called
12 "Lessor," and the Arizona Department of Revenue, an Agency of the State of Arizona,
13 hereinafter called "Lessee."
15 1. PREMISES
16 LESSOR hereby leases to Lessee and Lessee hereby leases from Lessor those Premises,
17 hereinafter called "Premises," consisting of approximately 1,101 square feet of space in
18 Building 111352 located at 1840 South Mesa Drive, Mesa, AZ 85210, as shown on Exhibit A.
19
20 2. TERM
21 The term of this lease is for five years (or until sooner terminated as herein provided),
92 commencing on the 1st of May 2014 and expiring on April 30th, 2019. The lease shall be
23 renewable for an additional five year period,
24
25 Lessee shall not be liable for any rent until such time as Lessor delivers possession of the
26 Premises to Lessee. Rent shall begin on the date that Lessee takes possession of the
27 Premises. If the Lessee takes possession on other than the first day of a calendar month,
28 rent for the remainder of that month shall be paid by Lessee on a pro rata basis. Upon
29 execution of this lease and the adherence to the requirements of section 8 "Improvements
30 and Alterations", Lessee shall be allowed to access the premises for the purposes of
31 completing tenant improvements to include the installation of data/comm and telephone
32 infrastructure features.
33
34 3. RENT
35 In consideration for the use of this space, Lessee agrees to the payment of rent at a rate of
36 $16.00 per square foot per year (or $1.3333 per square foot per month). If both parties agree
37 to renew this lease for a second five year period, then the rental rate shall be increased by
38 2% each year. Rent payments shall be made quarterly in the first month of each fiscal year
39 quarter (July, October, January, and April). This is a full service lease.
40 Payment schedule:
41 $2,935.93 May & June 2014
42 $4,403.89 July — September 2014
43 $4,403.89 October — December 2014
44 $4,403.89 Each successive quarter 2015 through 2018
1

45 $4,403.89 January — March 2019
46 $1,467.96 April 2019
47
48 4. TERMINATION
49 Lessee may terminate this Lease upon thirty (30) days prior written notice to Lessor. In this
50 event Lessee will be responsible for all obligations to Lessor incurred prior to the
51 termination date specified in the notice.
52
53 Lessor may terminate this Lease upon one hundred and eighty (180) days prior written
54 notice to Lessee.
55
56 In the event no funds or insufficient funds are available or allocated to Lessee for any
57 payment that may be due under this Lease, including no funds or insufficient funds
58 resulting from an act of the Legislature, for any portion of the term or renewal of this Lease,
59 Lessee will be without further obligation under this Lease and will remove its personnel
60 and property from the Premises by the end of the period for which funds are available.
61 Lessee will advise Lessor at any time it appears that there may be insufficient funds to fully
62 pay its Lease payments. No liability shall accrue to the Lessee or any other agency of the
63 State of Arizona in the event the provision of this paragraph is exercised, and neither the
64 Lessee or any other agency of the State of Arizona shall be obligated or liable for any future
65 payments or for any damages as a result of termination under this paragraph.
66
67 5. REPAIRS
68 Lessor shall promptly make all repairs and replacements to the Premises, including but not
69 limited to all common areas, parking areas, lighting fixture ballasts, new light fixture lamps
70 and ballasts, exterior and interior walls, heating, air conditioning, change of filters, doors,
71 windows, corridors, flooring, plumbing, fire alarm system, fire sprinkler system, fire
72 extinguishers, burglar alarm system, restrooms, breakroom and surrounding grounds.
73 Lessor shall not be responsible for repairs caused by the sole negligence of Lessee, its
74 employees, contractors or clients. All requests for repairs shall be made to the Lessor's
75 Facilities Management Work Order Desk at telephone number 602-712-7888. Lessee shall
76 allow for access to Lessee's premises to perform requested repairs and routine maintenance
77 and services in such a manner and time as not to disturb the Lessee's ability to conduct its
78 business, and agrees to abide by all of Lessee's confidentiality requirements.
79
80 6. UTILITY CHARGES
81 Lessor shall furnish at no additional cost to the Lessee, the following utility services
82 consumed on the Premises occupied by the Lessee: electricity, water, sewer and trash.
83 Lessor shall not be liable to Lessee for any stoppage or interruption of such services and
84 utilities as a result of causes outside Lessor's control. Lessee agrees to adhere to energy
85 conservation measures as required by Executive Orders 2002-10, 2003-14 and 2005-05, and
86 in ARS 34-451. Lessee shall be responsible for its own telephone and data/comm. The
87 Lessor shall also furnish at no additional cost to the Lessee's area pest control services. The
88 Lessee's area shall also receive burglar alarm services at no additional cost by being tied
2

89 into the existing building's burglar alarm system.
90
91 7. JANITORIAL
92 Lessor agrees to provide at no additional cost to the Lessee's area daily janitorial service to
93 begin after 5 pm, Monday though Friday, except on State Holidays. Janitorial personnel
94 shall abide by all of Lessee's confidentiality requirements. Lessee may make use of the
95 trash containers provided next to the office building for the disposal of non-hazardous
96 waste. Lessee agrees not to store any hazardous materials on site, except in storage
97 containers rated for for such purposes. Lessor agrees to remove from the premises any
98 hazardous waste.
99
100 8. IMPROVEMENTS AND ALTERATIONS
101 Lessee shall not make any alterations, additions or improvements without the prior written
102 consent of Lessor. Any such alterations, additions or improvements, except moveable
103 furniture and trade fixtures, shall be made by Lessee at Lessee's sole cost and expense and
104 shall at once become a part of the realty and belong to Lessor.
105
106 9. OFFSET
107 In the event the Lessor fails to maintain the Premises in a clean, orderly, and safe condition,
108 or fails to provide repairs, maintenance, or other services as required herein, or fails to pay
109 for utility charges as required herein, or fails to provide janitorial services as required
110 herein, then, in addition to all other rights and remedies to which the Lessee may be
111 entitled, the Lessee may make written demand upon the Lessor to provide such service. If
112 the maintenance, janitorial, or utility services are not provided within ten (10) days after
113 written demand has been mailed to the Lessor by the Lessee then, in addition to all other
114 rights or remedies that the Lessee may have, the Lessee may obtain such services and
115 deduct its costs from any rental payment which becomes due after such service has been
116 obtained.
117
118 10. USE OF PREMISES
119 The Premises described above are leased to Lessee for the sole purpose of providing
120 Lessee's governmental services. Lessee agrees to comply with applicable laws, ordinances,
121 regulations and building codes, now or hereafter in force in connection with its use of the
122 leased Premises. Lessee shall not commit or suffer the commission of any waste, overload
123 any floor of the Premises beyond the load limit established by Lessor, or knowingly permit
124 any explosives or hazardous substance in the Premises. Lessee's employees and contract
125 guard shall have unlimited use of the building's restrooms and breakroom. Lessee shall not
126 allow public visitors to access the building's restrooms, but will direct visitor's to public
127 resh.00ms available in the adjacent Motor Vehicle Division (MVD) customer service
128 building. Lessee's employees shall be able to park their personal vehicles or government
129 vehicles in the adjacent covered spaces reserved for Lessor's (MVD) employees. Lessee's
130 non-employee visitors shall park in any public available space that is already made
131 available to public visitors to any of the Motor Vehicle Division offices.
132
3

133 11. COMPLIANCE WITH THE LAW
134 The Lessee shall promptly execute and comply with all statutes, rules, orders, building
135 codes, fire codes, ordinances, requirements, and regulations of the City, County, State and
136 Federal governments, including 0.S.H.A., the Americans with Disabilities Act of 1990 (42
137 USC Sections 12101 through 12213 and 47 USC Sections 225,611), Arizonans with
138 Disabilities Act of 1992 (A.R.S. § 41-1492 et seq.) and their underlying regulations and rules,
139 which are applicable to the Premises. Nothing herein contained shall be construed to
140 restrict the Lessor from contesting the applicability of any such regulations, rule or
141 ordinance, provided the Lessor indemnifies the Lessee to its reasonable satisfaction against
142 the consequences of non-compliance during the period of dispute.
143
144 Lessee shall, at its own expense, comply with all present and subsequently enacted
145 environmental laws, and any amendments thereto, relating to the lessee's use of the
146 premises.
147
148 12. EMINENT DOMAIN
149 In the event the land on which it is located or any portion of the leased Premises is taken
150 under, or a conveyance is made under the threat of condemnation proceedings, Lessor will
151 be entitled to recover the value of its leasehold interest and all personal property, all
152 fixtures and improvements installed by Lessee.
153
154 13. ASSIGNMENT AND SUBLEASE
155 Lessee shall not assign, transfer, or encumber this lease nor sublet the leased Premises or
156 any portion thereof without the prior written consent of Lessor, and any such act shall
157 constitute a breach of this lease. Consent to an assignment, subletting, occupation or use by
158 other persons shall not be unreasonably withheld and shall not release Lessee from any of
159 Lessee's obligations hereunder or be deemed to be a consent to any subsequent assignment,
160 subletting, occupation or use.
161
162 14. DESTRUCTION OF THE PREMISES
163 In the event the Premises are totally or partially desb7oyed, this lease shall terminate. In the
164 event the Premises are partially destroyed, Lessor, with reasonable promptness and
165 dispatch, shall repair and rebuild the same within ninety (90) working days. Lessee shall
166 pay rent, if the remaining Premises are tenantable, during such period of repair or
/67 rebuilding in the proportion of tenantable Premises occupied by Lessee. In case the
168 remaining Premises, following a partial destruction, are un-tenantable by Lessee, Lessee
169 shall have the option to cease occupancy and all rent payments until the Premises are
170 tenantable or terminate the Lease. The word "tenantable" as heretofore used shall be
171 understood by the parties to mean tenantable for the purpose of performing the duties and
172 services provided by Lessee to its clients.
173
174 15. NONDISTURBANCE
175 Subject to the terms of this Lease, so long as Lessee is not in material breach of the terms of
176 this lease, it shall have a right to the quiet possession of the Premises without disturbance
4

177 from the Lessor or any person claiming rights through Lessor, for the term of the Lease.
178 Any sale of the Premises by Lessor or other transfer of ownership, whether voluntary or by
179 operation of law, shall not by itself operate to terminate this Lease or Lessee's right of
180 possession.
181
182 16. SELF-INSURANCE BY LESSEE
183 Lessor and Lessee acknowledge that Lessee is self-insured. This self-insurance protects the
184 Lessee only. The Lessee is not authorized to indemnify the Lessor. The Lessor is not
185 authorized to indemnify the Lessee.
186
187 17. DEFINED TERMS AND MARGINAL HEADINGS
188 The word "Lessor" and "Lessee" as used herein shall include the plural as well as the
189 singular. If more than one person is named as Lessee, the obligations of such persons are
190 joint and several. The marginal headings and titles to the articles of this lease are not a part
191 of this lease and shall have no effect upon the construction or interpretation of any part
192 hereof.
193
194 18. HOLDOVER
195 Should Lessee hold possession after expiration of the lease term or any renewal thereof,
196 Lessee shall become a Lessee on a month-to-month basis upon the same terms and
197 conditions of this lease. Either Lessor or Lessee shall have the right to terminate any
198 holdover tenancy with thirty (30) days written notice to the Lessee or Lessor's last known
199 address without incurring any penalty or damages.
200
201 19. ATTORNEY'S FEES
202 In the event of any legal action or proceeding brought by either party against the other
203 arising out of this lease, the prevailing party shall be entitled to recover costs and
204 reasonable attorney's fees, as determined by the court, not the jury, based on the prevailing
205 hourly wage for attorneys in Phoenix, Arizona, and such other matters deemed relevant by
206 the court, and such amount shall be included in any judgment rendered in such
207 proceedings.
208
209 20. WAIVER
210 No waiver by Lessor of any provision of this lease or of any breach by Lessee hereunder
211 shall be deemed to be a waiver of any other provision hereof, or of any subsequent breach
212 by Lessee of the same or any other provision. Lessor's consent to or approval of any act by
213 Lessee requiring Lessor's consent to or approval shall not be deemed to render unnecessary
214 the obtaining of Lessor's consent to or approval of any subsequent act of Lessee.
215
216 21. NOTICES
217 All notices to be given by one party to the other shall be in writing, mailed or hand
218 delivered to each as follows:
219
220 LESSOR: Arizona Department of Transportation, ATTN: Facilities Operations
5

221 Support Manager, MD # 509M, 1801 W Jefferson Str, Phoenix, AZ 85007-3217
222
223 LESSEE: Arizona Department of Revenue, ATTN: Facilities Manager, Division Code:
224 21, 1600 W Monroe St, Phoenix, AZ 85007-2612
225
226 22. AGREEMENTS IN WRITING
227 All negotiations, considerations, representations, and understandings between the parties
228 are incorporated and expressly stated herein and may be modified and altered only by
229 agreement in writing between the parties delivered by certified mail.
230
231 23. LIENS
232 The Lessee shall keep the Premises free from any liens arising out of any work performed,
233 materials furnished or obligations incurred by Lessee. In the event that Lessee shall not,
234 within ten (10) days following the imposition of any such lien, cause the same to be released
235 of record by payment or posting of a proper bond, Lessor shall have, in addition to all other
236 remedies provided herein by law, the right to cause the same to be released by such means
237 as he shall deem proper, including the payment of the claim giving rise to such lien. All
238 such sums paid by Lessor and all expenses incurred by him in connection therewith shall be
239 considered additional rent and shall be payable by Lessee on demand with interest at ten
240 percent (10%) per annum.
241
242 Lessor shall have no rights to or any interest in the personal property of the Lessee located
243 on or about the Premises and will not place any lien on such property for any reason.
244 Lessor will not take any action to deprive Lessee of possession of its personal property,
245 including, but not limited to, taking possession of the Lessee's personal property. Should
246 the Lessor come into possession of any personal property of Lessee as an incident of the
247 exercise of any of the rights of Lessor under this Lease, Lessor agrees to promptly deliver
248 such property to Lessee upon Lessee's request.
249
250 24. RIGHT OF RECOVERY
251 Neither party shall have a right of recovery from the other for Acts of God.
252
253 25. INSPECTION AND AUDIT
254 In accordance with A.R.S. §§ 35-214 and 35-215, all books, accounts, reports, files and other
255 records, hereinafter refered to as "Records,"relating to this lease shall be subject at all
256 reasonable times to inspection and audit by the Lessee, the State Auditor, or their agents, or
257 employees at the Lessor's office or at the Lessee's offices designated in paragraph 18 at any
258 time during the terms of the lease and for five (5) years after termination thereof. Upon
259 request, the Lessor shall produce orignals of any or all such Records.
260
261 26. ARBITRATION
262 The parties agree to use arbitration, after exhausting applicable administrative review, to
263 the extent required by A.R.S. § 12-1518, except as may be required by other applicable
264 statute. In the event such a dispute is arbitrated, the parties hereby agree that the prevailing
6

265 party is entitled to recover its attorneys' fees and costs. Attorney's fees shall be based on the
266 prevailing hourly rate for attorneys in Phoenix, Arizona.
267
268 27. CONFLICT OF INTEREST
269 This lease is subject to cancellation for conflict of interest pursuant to A.R.S. § 38 -511.
270
271 28. ANTITRUST VIOLATIONS
272 Lessor assigns to the State any claim for overcharges resulting from antitrust Violations to
273 the extent that such violations concern materials or services supplied by third parties to the
274 Lessor toward fulfillment of this lease.
275
276 29. ARIZONA LAW
277 This lease shall be governed and interpreted by the laws of the State of Arizona.
278
279 IN WITNESS WHEREOF, the parties hereto have executed this instrument by proper persons
280 thereunto duly authorized so to do the day and year first above written.
FOR AND ON BEHALF OF THE FOR AND ON BEHALF OF THE
DEPARTMENT OF TRANSPORTATION DEPARTMENT OF REVENUE (LESSEE), an
(LESSOR), an Agency of the State of Arizona: Agency of the State of Arizona:
Printed Name: Sonya E. Herrera Printed Name: Lisa Cross
Position: Director of Administrative Services Position: Assistant Director, Administrative
Division Services Division
Date: 3/2 yly Date: 0 3/Q4/017/
7

EXHIIBIT A
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PREMISES
1840 South Mesa Drive
Mesa, AZ 85210

EXHIBIT A
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PREMISES
1840 South Mesa Drive
Mesa, AZ 85210
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