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Lease No. L-7468 C-86-18-026-1-00 LEASE AGREEMENT LEASE NO. L-7468 THIS LEASE AGREEMENT (“Lease”) is entered into this ______ day of _________________, 2017, between Human Services Campus, Inc., an Arizona non-profit corporation (“Lessor”), and Maricopa County, a political subdivision of the State of Arizona (“Lessee” or “County”). Lessor and Lessee may collectively be referred to herein as the “Parties”, or individually as a “Party”. Section 1. PREMISES. 1.1 Leased Premises. Lessor owns certain real property depicted on Exhibit “A” which is attached hereto and made a part hereof, that is improved with multiple structures and is commonly referred to as 220 South 12th Avenue, Phoenix, Arizona 85007 (the “Property”). Lessor hereby leases to Lessee approximately 13,648 rentable square feet of office and clinic space within the Property (the “Premises”) as depicted on Exhibit “B” which is also attached hereto and made a part hereof. 1.2 Use of Premises. Lessee shall have non-exclusive use of the Premises for the operation of a Department of Public Health, Health Care for the Homeless Program of Maricopa County. The Premises shall be used by County staff, clients, patients, invitees, associated agency health care providers and strategic partners for general business and clinical space which shall include, but not be limited to; data processing and storage, employee training, employee lunch and/or kitchen facilities (including vending machines for Lessee's use only) and any other legally permitted uses. Lessee shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week. 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, and other common areas and facilities as Lessor shall from time to time designate for common use (“Common Areas”). 1.3 Parking. Lessee, without charge or fee to Lessee, shall have use of unreserved parking spaces in the building’s parking lot on a first come first served basis. Section 2. TERM. 2.1 Term. The initial term of this Lease shall commence on the _________ day of October, 2017 and expire December 31, 2017 (the “Term”) unless terminated earlier as provided for herein. Lessee, at its option, along with its employees, agents, contractors, subcontractors, engineers, consultants, suppliers and other representatives, and their respective employees, shall have the right to enter the Premises, during business hours, for up to thirty (30) days after the scheduled expiration date for the purposes of removing Lessee’s personal property and equipment (including telephone, communications and computer equipment). 2.2 Option to Renew. Lessor and Lessee may extend the term of this Lease upon written mutual agreement. Section 3. CONSIDERATION. 3.1 Rent. Lessor will provide the Premises to Lessee free of charge. 3.2 Operating Expenses. Lessor will perform and bear all costs of any and all necessary capital repairs and capital replacements including but not limited to: the base building, parking areas, and major building systems (including, without limitation, those costs required for compliance with laws) and property taxes. 3.3 Security Deposits. Intentionally deleted. Section 4. INSURANCE. 4.1 Lessee represents and Lessor acknowledges that Lessee is self insured. Section 5. MAINTENANCE/UTILITIES. 5.1 Utilities – Lessor shall be financially responsible for the cost of electricity service to the Premises. Lessor shall also be responsible for the payment of all other utility services provided to the Premises and Common Areas including but not limited to gas, trash, water, and sewer services fees. Lessee shall reimburse Lessor for its pro-rata share of the cost of electricity, gas, trash, water, and sewer service during the Term of this Lease, or any extensions thereof. Lessee shall be responsible for the payment of its use of the following services: phones, internet services (to include internet and phone wiring) and security systems. 5.2 Maintenance – Lessor shall be responsible for janitorial service to the Premises. Janitorial services shall be provided daily between the hours of 5:00PM and 10:00PM, Monday through Friday with the exception of National, State or County Holidays. Lessee shall reimburse Lessor for its pro-rata share of the cost of janitorial service during the Term of this Lease, or any extensions thereof. Lessor agrees to provide all necessary maintenance services to the Premises throughout the term of this Lease or any extensions thereof. Lessor shall maintain Property in good repair and shall correct any hazardous conditions existing. Lessor shall keep all mechanical, plumbing, electrical and air-conditioning/HVAC operating and in a state of good repair. Lessor shall also keep the exterior grounds and all Common Areas clean and free from trash and other rubbish and shall maintain all Property utility systems serving the Premises in a state of good repair. Lessor shall maintain the Premises in a safe, operating condition. Lessor shall be responsible for maintaining the structure in accordance with A.A.C. R9-10-1030, Physical Plant, Environmental Services, and Equipment Standards, applicable to state licensed outpatient treatment centers. Section 6. RETURN OF PREMISES. 6.1 At the expiration or termination of the Lease, Lessee will leave the Premises in a good and clean condition, normal wear and tear excepted. Page 2 of 9 Section 7. ASSIGNMENT. 7.1 Lessee will not assign this Lease, or sublet the Premises without the prior written consent of Lessor which consent shall not unreasonably be withheld. This Lease shall be binding upon the Parties hereto and their respective heirs, successors and assigns. Section 8. ENTRY. 8.1 Lessor shall have the right, but not the obligation, to inspect the Premises at reasonable times after reasonable notice to Lessee. Lessor shall also have the right of entry without notice in the event of an emergency that may, in the Lessor’s sole discretion endanger the life or safety of the building and/or its occupants. Section 9. NOTICE. 9.1 All notices herein required to be given to Lessor in writing via certified mail, and all remits shall be sent to Lessor at: Human Services Campus, Inc. Attn: Sheila Harris, Executive Director 1125 W. Jackson Street Phoenix, AZ 85007 Notices to Lessee shall be sent via certified mail to: Maricopa County Real Estate Department Attn: Director 2801 W. Durango Street Phoenix, AZ 85009 Section 10. INDEMNIFICATION. 10.1 Each party (as “indemnitor”) agrees to indemnify, defend and hold harmless the other party (as “indemnitee”) from and against any and all claims, losses, liability, costs or expenses (including reasonable attorney’s fees) (hereinafter collectively referred to as “claims”) arising out of the negligent performance of this agreement, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents employees, or volunteers. Section 11. TERMINATION. 11.1 General. This Lease may be terminated with Sixty (60) days written notice from either Party to the other. Page 3 of 9 11.2 Conflicts. This Lease is subject to A.R.S. § 38-511 and may be canceled by Lessee pursuant thereto without any penalty or liability to Lessee. 11.3 Non-Appropriation of Funds. This Lease may be terminated by Lessee at the end of any fiscal year due to non-appropriation of funds without any penalty or liability to Lessee. County and State fiscal years end June 30, Federal fiscal year ends September 30. Lessor and/or any of its employees, agents, officers, directors, members, successors or assigns hereby waives any and all rights to bring any claim against County or its employees, agents, officers, directors, members, successors or assigns from or relating in any way to County’s termination of this Agreement pursuant to these Sections 11.1, 11.2 and 11.3. Section 12. DEFAULT; REMEDIES. 12.1 Lessee Default. Each of the following shall constitute a material breach of this Lease and an event of default by Lessee (“County Event of Default”) hereunder: (a) Lessee assigning or subleasing the Premises without Lessor’s prior written consent. (b) 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, other than as described in Subsection 12.1(a), where such failure shall continue for a period of thirty (30) days after Lessee receives written notice thereof from Lessor, or such additional period of time thereafter as Lessor and Lessee may agree in writing and may be reasonably necessary under the circumstances to cure such default if Lessee commences to cure such default within said thirty (30) day period and thereafter diligently proceeds to cure such default. 12.2 Lessor Remedies. Upon the occurrence of any County Event of Default and at any time thereafter, Lessor may terminate this Lease. Further, upon any occurrence of any County Event of Default and at any time thereafter, Lessor may, but shall not be required to, exercise any remedies now or hereafter available to Lessor at law or in equity. 12.3 Lessor Default. 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 Lessee commences to cure such default within said thirty (30) day period and thereafter diligently proceeds to cure such default. 12.4 Lessee Remedies. In the event Lessor fails to perform any of its material obligations under this Lease and is in default pursuant to Section 12.3 of this Lease, Lessee may, at its option, terminate this Lease. Further, upon the occurrence of any Lessor Event of Default and at Page 4 of 9 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. 12.5 Attorneys’ Fees and Costs. 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. Section 13. GENERAL. 13.1 Lessor. The term “Lessor” as used herein includes the singular as well as the plural, the masculine and feminine as well as the neuter. 13.2 Time is of the Essence. Time is of the essence of this Lease. The word(s) “day” or “days” as utilized in this Lease 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. 13.3 No Partnership or Joint Venture. Nothing contained in this Lease shall create any partnership, joint venture or other arrangement between Lessor and Lessee. Except as HSC 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. 13.4 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 County hereby waive any right to object to venue. This Lease shall be construed in accordance with and be governed by the laws of the State of Arizona. 13.5 Entire Agreement. This Lease, together with any supplemental provisions attached hereto, constitutes the entire agreement between the parties and sets forth all of the covenants, promises, agreements, conditions and understandings between Lessor and Lessee, and there are no covenants promises, agreements, conditions or understandings, either oral or written, between Lessor and Lessee other than as set forth herein, and those agreements that are executed contemporaneously herewith. This Lease 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 Lease. This Lease cannot be modified or changed except by a written instrument executed by Lessor and Lessee. Lessor and Lessee have reviewed this Lease and have had the opportunity to have it reviewed by legal counsel. 13.6 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. 13.7 Quiet Enjoyment. Lessor covenants that Lessee, upon paying all rent as provided herein and upon complying with all of its other obligations hereunder, shall lawfully and quietly hold, Page 5 of 9 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 Lease. 13.8 Authority to Execute. Lessor warrants that the person who is executing this Lease is duly authorized to execute and deliver this Lease on behalf of said corporation, person, firm, partnership or other entity and that this Lease is binding on said entity in accordance with its terms. Lessor further agrees that simultaneous with execution of this Lease, Lessor shall provide proof of legal authority to execute this Lease. 13.9 Partial Invalidity. If any term, covenant, condition or provision of this Lease 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. 13.10 Headings. Sections and other headings contained in this Lease are for reference purposes only and shall not affect in any way the meaning or interpretation of this Lease. 13.11 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 Lease. 13.12 Counterparts. 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 and electronically transmitted signatures are acceptable as original signatures. 13.13 Not Binding Until Signed. Submission of this instrument for examination shall not bind Lessor or Lessee in any manner, and no lease or obligation on Lessor or Lessee shall arise until this Lease is executed and delivered by both Lessor and Lessee. 13.14 Delegation of Authority. Since this Lease will require administrative action, including execution of documents, from time to time to carry out the intent of the Lease, both the Deputy County Manager for Maricopa County and the Real Estate Director for Maricopa County each, individually and separately, are hereby given the authority and charged with the responsibility for proper administration of this Lease, whether or not specific authority is granted in any provision of this Lease. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 6 of 9 Lease No. L-7468 C-86-18-026-1-00 IN WITNESS WHEREOF, the Parties have executed this LEASE as of the last date written below. LESSOR: LESSEE: Human Services Campus, Inc. Maricopa County ________________________________________ ______________________________________ Sheila Harris, Chief Executive Officer Denny Barney Chairman, Board of Supervisors ________________________________________ Date ATTEST: _______________________________________ Clerk of the Board Date APPROVED AS TO FORM: _______________________________________ Deputy County Attorney Date Page 7 of 9 Lease No. L-7468 C-86-18-026-1-00 EXHIBIT “A” PROPERTY 220 South 12th Avenue, Phoenix, AZ 85007 Page 8 of 9 Lease No. L-7468 C-86-18-026-1-00 Exhibit “B” PREMISES Page 9 of 9