LEASE RE P-50310 MARICOPA INTEGRATED HEALTH SYSTEM.PDF

P-50310 Lease No. 90-17-099-1
C-86-18-035-1-00
LEASE AGREEMENT
THIS LEASE AGREEMENT (“Lease”) made this ______day of ____________, 2017, between
MARICOPA COUNTY, a political subdivision of the State of Arizona, as LESSEE and
MARICOPA COUNTY SPECIAL HEALTH CARE DISTRICT d.b.a. MARICOPA
INTEGRATED HEALTH SYSTEM, a political subdivision of the State of Arizona as LESSOR.
1. LESSOR hereby agrees to lease the following space (“Premises”) to LESSEE at the
following described location: El Mirage Family Health Center located at 12428 W. Thunderbird,
El Mirage, AZ 85335 occupying the space within the El Mirage FHC as outlined in Exhibit “A”.
LESSEE shall use the Premises for the following purposes and no other purpose: To conduct the
business of the Women, Infant and Children Nutrition Program administered through the
Arizona Department of Health Services.
2. LESSEE is hereby granted a non-exclusive right to use in common with LESSOR , and
other parties authorized by LESSOR , their respective employees, agents, contractors, customers
and invitees, such sidewalks, hallways, stairways, bathroom facilities, elevators, parking lot and
other common areas and facilities as LESSOR shall from time to time designate for common use
(“Common Areas”).
3. The Initial Term of this Lease shall be three (3) years and shall commence November 1,
2017 with no provisions for “hold over”. At the end of the Initial Term, this Lease shall
automatically renew for seven (7) additional one (1) year periods for a total of ten (10) years,
unless either party gives the other party sixty (60) days prior written notice of its intent not to
renew or unless otherwise terminated in accordance with this Lease. LESSEE may occupy the
Premises on or after November 1, 2017.
4. LESSEE agrees to pay as rent for the Premises the following sum, payable annually,
commencing from date of possession (“Base Rent”):
Lease Term Total Sq. Ft. Per Annum
Months 1-36 63 $1.00
5. The Parties understand that both LESSOR and LESSEE are self – insured
6. LESSEE shall have access to and the right to use free of charge, unreserved parking
spaces for LESSEE’s employees, agents, contractors, customers and invitees.
7. LESSEE shall, at its own expense, obtain all required permits or licenses to operate its
business operations at the Premises.
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8. LESSOR shall maintain the structure of the Premises in good repair and shall correct any
hazardous conditions existing as the result of any structural defect or unsoundness. The term
“structure” as used herein, includes walls, roofs, floors, foundations, stairways and exterior
sidewalks. It is understood that the structure and Premises are currently in a state of good repair.
LESSOR shall maintain all mechanical, plumbing, HVAC and electrical systems within and
servicing the Premises. LESSOR shall further keep the exterior grounds and all Common Areas
clean and free from trash and other rubbish. LESSOR shall maintain all utility systems serving
the Premises in a state of good repair. LESSOR shall maintain the Premises in a safe, operating
condition. All maintenance shall be the responsibility of LESSOR. LESSOR shall maintain the
Premises and the property on which the Premises is located, in as good a condition and state of
repair as existed on the commencement date of the Lease, normal wear and tear excepted,
throughout the term of the Lease and any extension or renewal thereof.
9. LESSOR shall be responsible for the payment of normal and customary utility services
provided to the Premises, including but not limited to electricity, gas, water, trash service, etc.
10. LESSEE shall make no improvements to or alteration of the Premises without obtaining
the written consent of the LESSOR, such approval by the LESSOR shall not be unreasonable
withheld.
11. Subject to ordinary wear and tear, at the expiration of this Lease, LESSEE will return the
Premises to the LESSOR in the same condition as it was provided to LESSEE at the
commencement of the Lease.
12. Either LESSOR or LESSEE may terminate this Lease with or without cause during the
term hereof, or any renewal term, by giving the other party ninety (90) days prior written notice
by certified mail of intent to terminate.
13. LESSEE shall not assign this Lease, or sublet Premises without the prior written consent
of LESSOR said consent shall not be unreasonably withheld.
14. This Lease is subject to A.R.S. 38-511 and may be canceled pursuant thereto. In addition,
both parties agree that the laws of Arizona shall govern performance and conditions of this Lease
and that they will adhere to all applicable state, federal, and local laws. LESSEE will also adhere
to all applicable policies of LESSOR provided to LESSEE and not in conflict with any state,
federal or local law.
15. This Lease may be terminated by either LESSOR OR LESSEE at the end of any fiscal
year due to non-appropriation of funds without any penalty or liability to LESSEE. LESSEE’S
fiscal year ends June 30th, federal fiscal year ends September 30th. LESSOR and/or any of its
employees, agents, officers, directors, members, successors or assigns hereby waive 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 Lease
pursuant to this Section 11.
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16. Any notices hereunder shall be hand delivered or sent by U.S. certified mail, postage
prepaid, return receipt requested, addressed as follows:
Notices to LESSOR shall be sent to:
Maricopa Integrated Health System
Contract Administration
2611 East Pierce Street, 2nd Floor
Phoenix, Arizona 85008
All rent payments required herein shall be sent to:
Maricopa Integrated Health System
Accounts Payable
2619 East Pierce Street, 2nd Floor
Phoenix, Arizona 85008
Notices to LESSEE shall be sent to:
Maricopa County Real Estate Department
Attn: Director
2801 W. Durango Street
Phoenix, AZ 85009
Invoice Notices to LESSEE shall be sent to:
Maricopa County Department of Public Health
Women, Infants and Children (WIC)
4041 N. Central Ave.
Phoenix, AZ 85004
Notices mailed as aforesaid shall be deemed delivered on the earlier of (a) actual receipt, (b) or
two (2) business days after deposited in the U.S. mail.
17. To the extent permitted by law, each party agrees to indemnify, defend and hold
harmless the other party from and against any and all claims, losses, liability, costs or expenses
(including reasonable attorneys’ fees) (hereinafter collectively referred to as “claims”) arising
out of bodily injury of any person (including death) or property damage, to the extent that such
claims are caused, in whole or in part, by the actions or inactions of that party, their employees,
agents, WIC applicants and members and business invitees under the terms of this Lease.
18. This Lease, together with any supplemental provisions attached hereto, constitutes the
entire agreement between the parties. 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. This Lease shall be binding upon the parties hereto and their
respective heirs, successors and assignees. This Lease shall be construed as a whole and in
accordance with its fair meaning and without regard to any presumption or other rule requiring
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construction against the party drafting this Lease. This Lease cannot be modified or changed
except by a written instrument executed by LESSOR and LESSEE.
19. Each of the following shall constitute a material breach of this Lease and an event of
default by LESSEE (“LESSEE Event of Default”) hereunder:
(a) LESSEE’S failure to pay any installment of Base Rent or any other dollar amount
under this Lease when due, where such failure shall continue for a period of thirty (30)
business days after Lessee receives written notice thereof from LESSOR.
(b) LESSEE assigning or subleasing 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 Lease to be observed or performed by LESSEE where such failure
shall continue for a period of thirty (30) days after LESSEE receives written notice
thereof from LESSOR, or such additional period of time thereafter as LESSOR and
LESSEE may agree in writing and may be reasonably necessary under the circumstances
to cure such default if LESSEE commences to cure such default within said thirty (30)
day period and thereafter diligently proceeds to cure such default.
(d) Upon the occurrence of any LESSEE Event of Default and at any time thereafter,
LESSOR may, but shall not be required to, exercise any remedies now or hereafter
available to LESSOR at law or in equity without such exercise being deemed (a) an
acceptance of surrender of the Premises; or (b) a termination of this Lease.
20. Each of the following shall constitute a material breach of this Lease and an event of
default by LESSOR (“LESSOR Event of Default”) hereunder:
(a) LESSOR’S failure to observe or perform any of the material covenants,
conditions or provisions of this Lease to be observed or performed by LESSOR, where
such failure shall continue for a period of thirty (30) days after LESSOR receives written
notice thereof from LESSEE, or such additional period of time thereafter as LESSOR and
LESSEE may agree in writing and may be reasonably necessary under the circumstances
to cure such default if LESSOR commences to cure such default within said thirty (30)
day period and thereafter diligently proceeds to cure such default. In the event the Notice
to LESSOR states that an emergency condition or situation, threatening the life, health,
safety or welfare of the LESSEE or any patient of LESSEE or other person authorized to
be on the Premises on behalf of LESSEE, exists, then and in such event, the failure of
LESSOR to cure the condition or situation within three (3) business days of such notice,
unless the parties shall mutually agree further time is appropriate, shall constitute a
material failure of LESSOR to perform under this Lease.
(b) In the event LESSOR fails to perform any of its material obligations under this
Lease and is in default of this Lease, LESSEE may, at its option, terminate this Lease
without any further obligation to LESSOR. Further, upon the occurrence of any
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LESSOR Event of Default and at any time thereafter, LESSEE may, but shall not be
required to, exercise any remedies now or hereafter available to LESSEE at law or in
equity.
21. In the event LESSOR or LESSEE resort to legal proceedings to enforce any right under
this Lease 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.
22. Time is of the essence of this Lease.
23. LESSOR shall perform all repair / replacement maintenance of installed building utility
systems and maintain all installed floor covering in a state of good repair.
24. Routine maintenance of the El Mirage FHC and the Premises shall be the responsibility
of the LESSOR. LESSOR shall provide janitorial and landscape services. LESSOR shall keep
exterior grounds adjacent to the Premises free from trash and other rubbish.
25. LESSOR shall maintain equipment, including water heaters, furnaces, air conditioners
and fire extinguishers of the Premises in a safe, operating condition. Any additional fire
extinguishers and alarms required by LESSEE are to be furnished and maintained by LESSEE.
26. In case the Premises or the building shall at any time during the Initial Term or renewal
hereby granted, be damaged in whole or in part by fire, flood, tornado, or by the elements, or by
Act of God, or the public enemy, or otherwise, the LESSEE shall, if such damage shall occur to
the Premises, give prompt notice thereof to the LESSOR who shall, at the LESSOR’S own
expense and in its sole discretion, as speedily as circumstances permit, rebuild or repair said
damage and restore the Premises and the building to the same condition as existed at the time of
the occurrence of such damage. The LESSEE shall be entitled to an abatement of rent and other
charges payable hereunder for the period during which the Premises are rendered unusable by
LESSEE. Nothing herein above contained shall impose upon LESSOR any liability or
responsibility to repair, rebuild or replace any property belonging to LESSEE.
27. Nothing contained in this Lease shall create any partnership, joint venture or other
arrangement between LESSOR and LESSEE other than a lease arrangement. Except as
expressly provided herein, no term or provision of this Lease 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.
28. The proper venue for any proceeding at law or in equity or under the provisions for
arbitration shall be Maricopa County. This Lease shall be construed in accordance with and be
governed by the laws of the State of Arizona.
29. LESSOR covenants that LESSEE, upon paying all Base Rent as provided herein and
upon complying with all of its other obligations hereunder, shall lawfully and quietly hold,
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occupy and enjoy the Premises during the Term of the Lease, subject, however, to the terms and
conditions of this Lease.
30. LESSOR shall record this Lease.
31. 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 pursuant to this Lease.
32. This Lease 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. Faxed, copied
or electronically transmitted signatures are acceptable as original signatures.
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P-50310 Lease No. 90-17-099-1
C-86-18-035-1-00
IN WITNESS WHEREOF, the parties have signed this Lease.
LESSOR: Maricopa County LESSEE: Maricopa County
Special Health Care District
By _______________________________ __________________________________
Susan Gerard Denny Barney
Chairman, Board of Directors Chairman of the Board of Supervisors
ATTEST: ATTEST:
___________________________________ ___________________________________
Secretary of the Board / Date Clerk of the Board Date
Approved as to Form: Approved as to Form:
__________________________ ___________________________________
District Counsel Deputy County Attorney Date
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P-50310 Lease No. 90-17-099-1
C-86-18-035-1-00
Exhibit “A”
Premises
Office noted below within 12428 W. Thunderbird, El Mirage, AZ 85335
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