WIC LEASE WITH CPLC 01.PDF

Lease L-7461A
C-86-16-044-1-02
LEASE AGREEMENT
THIS LEASE AGREEMENT (the “Lease” or the “Agreement”) is made and entered into
by and between Chicanos Por La Causa, an Arizona Non-Profit Charitable corporation
(“Landlord”) and Maricopa County, a political subdivision of the State of Arizona (“Tenant”),
(collectively the “Parties”).
Tenant desires to lease the Premises (as defined in Paragraph 1 below) within the
Building (as defined in Paragraph 1 below), and Landlord is willing to permit Tenant to lease
the Premises on a short term basis, pursuant to the terms and conditions herein, until the
completion of tenant improvements, and the beginning of the term of the lease of spaces 100,
101, and 102 in the Building as agreed upon by the Parties.
This Lease is intended by Landlord and Tenant to be a Triple Net Lease, as that term is
commonly understood in the real estate market in Arizona. Except for Landlord's obligations
expressly set forth in this Lease, Landlord shall have no obligation to incur any expense
associated with the use or occupancy of the Premises (as defined in Paragraph 1 below) by
Tenant, and Tenant shall be responsible for all the costs and expenses associated with Tenant's
use or occupancy of the Premises during the term of this Lease. Tenant shall not be entitled to
any abatement, deferment, reduction, setoff, counterclaim, defense or deduction with respect to
any rent or other sums payable hereunder. The parties intend that the obligations of Tenant
hereunder shall be separate and independent covenants and agreements from the covenants and
agreements of Landlord hereunder and shall continue unaffected unless such obligations shall
have been modified or terminated pursuant to an express provision of this Lease.
In consideration of the mutual covenants, promises, and agreements herein contained, the
parties do hereby agree as follows:
1. DESCRIPTION OF THE PREMISES.
In consideration of the obligation of Tenant to pay rent and other charges as herein provided,
and in consideration of the other terms, provisions, and covenants hereof, Landlord hereby lease to
Tenant, and Tenant does hereby lease from Landlord, 6850 W Indian School Road, Space 1035
(hereinafter referred to as the “Premises”), which are a portion of a building commonly known as
the Maryvale Community Center (the “Building”), the Building being part of the property
generally located at (the “Property”), consisting of approximately 904 square feet of rentable
area(s) as outlined on the floor plan attached hereto as Exhibit A (subject to field verification),
together with the right to use in common with Landlord and any other tenants in the Building, and
their employees, agents, representatives, and invitees, the common areas and facilities of the
Building, together with the right to use the parking area located adjacent to the Building pursuant to
the terms and conditions as herein provided. Unless otherwise provided herein, any statement of
size set forth in this Lease, or that may have been used in calculating Rent, is an approximation
which the Parties agree is reasonable and any payments based thereon are not subject to revision
whether or not the actual size is more or less. Note: Tenant is advised to verify the actual size
of the Premises prior to executing this Lease.
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2. SECURITY DEPOSIT.
2.1 Waived
3. MONTHLY CHARGES.
3.1 Base Rent. Tenant shall pay to Landlord, without deduction or setoff, and without any
prior notice or demand, as a Monthly Base Rent for the Premises, the sum of $1092.33 per month
(based upon the annual rate of $ $14.50 per square foot of rentable area), payable in equal monthly
installments of $1092.33 on or before the first day of each calendar month.
3.2 Operating Expenses.
(a) Definition of “Operating Expenses”. Tenant agrees to pay to Landlord in
the manner provided under Paragraph 3.4 below, but not more often than once each calendar
month, Tenant's proportionate share of all costs and expenses of every kind and nature paid or
incurred by Landlord in operating, managing, equipping, policing, protecting, lighting, heating
and air-conditioning (“HVAC”), insuring, repairing, replacing and maintaining the entire
Building, including, without limitation, the common areas and all buildings and permanent
improvements upon the Building, including the cost of insuring all property provided by
Landlord which may at any time comprise the Building (the “Operating Expenses”). Such
Operating Expenses shall include, but not be limited to, illumination and maintenance of signs,
whether located on or off the Building site, cleaning, lighting, resurfacing and re-striping
parking areas, line painting and landscaping, repairs and replacements, including roof and
building repairs and replacements, personal property taxes, decorations, premiums for liability
and property insurance (including the expenses incurred by Landlord relative to insurance
appraisers, adjusters and consultants), supplies, the costs of maintenance and replacement of
equipment supplying music to the common areas, compliance with rules, regulations and
orders of governmental authorities pertaining to air and water pollution control, including the
cost of monitoring air quality, total compensation and benefits (including premiums for
workers' compensation and other insurance) paid to or on behalf of employees involved in the
performance of the work specified in this Paragraph 3.3, and an amount equal to 3% of
Landlord's gross income for the preceding month (or preceding year if billed annually) as such
amount is reported in Landlord's monthly or annual report as compensation for Landlord's
administrative costs. Cost of operation and maintenance shall include: (i) the amortization
(including interest) of the cost of acquiring and installing the equipment used in maintenance of
any equipment and facilities acquired to reduce energy consumption or to otherwise reduce
such costs and expenses of operating and maintaining such common areas; and (ii) all costs and
expenses in connection with the operation and maintenance of such common areas and the
Building, including, without limitation, legal, architectural and engineering fees.
(b) Payment of Operating Expenses. In addition to the Base Rent
described in Paragraph 3.1, Tenant shall pay to Landlord on or before the first day of each
calendar month, its proportionate share of the operating expenses. Tenant's share of the
Operating Expenses shall be equal to the rentable square feet of the Premises divided by the
rentable square feet of the Building (the “Proportionate Share”). Landlord shall not incur any
operating costs other than as are reasonable and necessary for the maintenance and operation of
the Building and at competitive fair market prices.
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(c) Reconciliation of Operating Expenses. Subsequent to the end of each
calendar year (or fiscal year, at Landlord's option), Landlord shall furnish Tenant with a
statement of the actual amount of Tenant's Proportionate Share of such costs and expenses for
such period. If the total amount paid by Tenant for any such year shall be less than the actual
amount due from Tenant for such year as shown on such statement, Tenant shall pay to
Landlord the difference between the amount paid by Tenant and the actual amount due, such
deficiency to be paid within 10 days after the furnishing of each such statement; if the total
amount paid by Tenant hereunder for any such year shall exceed such actual amount due from
Tenant for such year, such excess shall be credited against the next installment due from
Tenant to Landlord under this Section 3.3. Landlord may estimate the annual budget and
charge Tenant its estimated Proportionate Share on a monthly basis subject to revision by
Landlord of the budget from time to time and, further, subject to final annual adjustment based
upon the actual costs and expenses incurred by Landlord.
3.4 Rental Taxes. In addition to Base Rent described in Paragraph 3.1 and Operating
Expenses described in Paragraph 3.3, Tenant shall pay to Landlord each month an amount equal
to any assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax
(other than inheritance, personal income or estate taxes); gross receipts taxes, transaction privilege
taxes, sales taxes, or similar taxes or assessments, improvement bond; and/or license fee imposed
upon or levied against any legal or equitable interest of Landlord in the Premises or the Project by
any authority having the direct or indirect power to tax (“Rental Taxes”). If any such installment
shall cover any period of time prior to or after the expiration or termination of this Lease,
Tenant’s share of such installment shall be prorated. Landlord will estimate the current Rental
Taxes, and said monies shall be paid at the same time and in the same manner as the Base Rent.
When the actual amount of the applicable tax bill is known, the amount of the Rental Tax advance
payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. If
the amount collected by Landlord is insufficient to pay such Rental Taxes when due, Tenant shall
pay Landlord, upon demand, such additional sum as is necessary. Advance payments may be
intermingled with other monies of Landlord and shall not bear interest. In the event of a Breach by
Tenant in the performance of its obligations under this Lease, then any such advance payments may
be treated by Landlord as an additional Security Deposit. If the Premises are not separately
assessed, Tenant's liability shall be an equitable proportion of the Rental Taxes for all of the land
and improvements included within the tax parcel assessed, such proportion to be conclusively
determined by Landlord from the respective valuations assigned in the assessor's work sheets or
such other information as maybe reasonably available.
3.5 Utilities. In addition to the Base Rent, Operating Expenses and Rental Taxes, Tenant
shall be responsible for paying its pro rata share of the utilities. Tenant shall pay for all water,
gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon. If any such services are not separately metered or
billed to Tenant, Tenant shall pay a reasonable proportion, to be determined by Landlord and billed
in addition to Base Rent as provided in Paragraph 3.1 hereof, of all charges jointly metered or
billed. There shall be no abatement of rent and Landlord shall not be liable in any respect
whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service
due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Landlord's
reasonable control or in cooperation with governmental request or directions.
3.6 Late Fees/Attorneys’ Fees. If Tenant shall fail to pay when due and payable any rent or
other amount or charge which Tenant is obligated to pay under the terms of this Lease, after 5 days
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from the date on which such payment is due, Tenant shall pay to Landlord, on demand, a late charge
equal to 10% of such overdue amount. In addition to said late fee, such unpaid amounts shall bear
interest at the rate of 12% per annum. In the event Tenant shall fail to pay any rent or other
amount or charge which Tenant is obligated to pay under the terms of this Lease as and when due,
Tenant shall also reimburse Landlord, regardless of whether or not suit is filed, for Landlord’s
reasonable costs of collection, including reasonable attorney's fees, incurred by Landlord as a result
of Tenant’s failure to timely pay said rent, amount or charge.
3.7 Payment. Each monthly installment of Base Rent, Rental Taxes, Operating Expenses
and Utilities as set forth herein shall be payable in advance on the first business day of each month
during the term hereof. In the event the original term hereof shall commence on a day other than
the first day of the month, then a pro rata rent payment shall be made paying the amounts then due
through the end of the first partial month. All rental payments required hereunder shall be paid to
Landlord at 1112 E. Buckeye Road, Phoenix, Arizona, or such place as Landlord indicates on the
rent statement or may otherwise direct in writing from time to time. Acceptance of payment which
is less than that amount then due shall not be a waiver of Tenant’s rights to the balance of such
Rent, regardless of Tenant’s endorsement of any check so stating. In the event that any check,
draft, or other instrument of payment given by Tenant to Landlord is dishonored for any reason,
Tenant agrees to pay to Landlord the sum of $25 in addition to any late fee and Landlord, at its
option, may require all future Rent be paid by cashier’s check. Payments will be applied first to
accrued late charges and attorney’s fees, second to accrued interest, then to Base Rent and
Operating Expenses, and any remaining amount to any other outstanding charges or costs.
3.8 Landlord and Tenant Representations. Landlord and Tenant hereby represent and
warrant that the Monthly Charges described above are fair and commensurate with the rentals
being charged for like properties in the same geographic area.
4. TERM.
This Lease shall be on a month-to-month basis commencing on February 1, 2016 (the
“Commencement Date”), until Tenant decides to terminate the Lease (the “Termination Date”),
at which time Tenant shall give Landlord fifteen days’ prior written notice of its intent to terminate
the Lease, unless the Lease is otherwise terminated in accordance with the provisions of this Lease.
In the event the term hereof shall terminate on a day other than the last day of the month, then a pro
rata rent payment shall be made paying the amounts then due through the end of the last partial
month. This Lease may be terminated pursuant to A.R.S. 38-511.
5. USE OF PREMISES.
5.1 Use. Tenant shall have exclusive use of the Premises for the operation of a Public
Health Women Infant and Children (WIC) clinic and for general business offices, which will
include, but not limited to; data processing and storage, employee training, employee lunch and/or
kitchen facilities (including vending machines for Tenant’s use only) and any other legally
permitted uses consistent with the character of similar office buildings in metropolitan Phoenix,
Arizona. Tenant shall have access to the Premises twenty-four (24) hours per day, seven (7) days
per week (the Agreed Use”). Tenant shall not receive, store, or otherwise handle any product
material or merchandise which is explosive or highly flammable, and will not permit the leased
Premises to be used for any purpose that would render the insurance void or the insurance risk
more hazardous, or increase the premiums therefore. Tenant shall not use or permit the use of the
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Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs
occupants of or causes damage to neighboring premises or properties. Other than guide, signal and
Seeing Eye dogs, Tenant shall not keep or allow in the Premises any pets, animals, birds, fish, or
reptiles. Tenant shall not cause excessive odors, humidity, noise, or vibrations of any kind which
may injure the Premises or the Building or disturb the other tenants, guests, or visitors of the
Building.
Tenant will not commence any work or install any equipment without first obtaining
Landlord’s prior written approval of the drawings and specifications therefore. The approval by
Landlord of such drawings and specifications shall not constitute the assumption of any liability by
Landlord for their accuracy or their conformity with building code requirements, and Tenant will
be solely responsible therefore. Tenant will not commence any work without first delivering to
Landlord a certificate evidencing public liability and property damage insurance of the type and
with the limits set forth in Paragraph 7.1 hereof, as well as a Performance and Labor and Material
Payment Bond covering Tenant’s Work, naming Landlord as beneficiary and issued by a surety
company deemed acceptable to Landlord.
5.2 Condition. Landlord shall deliver the Premises to Tenant broom clean and free of
debris on the Commencement Date, and, warrants that the existing electrical, plumbing, fire
sprinkler, lighting, HVAC, leading doors sump pumps, if any, and all other such elements in the
Premises, other than those constructed by Tenant, shall be in good operating condition or said that
the structural elements of the roof, bearing walls and foundation of any buildings on the Premises
shall be free of material defects and that the Premises do not contain hazardous levels of any mold
or fungi defined as toxic under applicable state of federal law. If a non-compliance with said
warranty exists as of the Commencement Date, or if one of such systems or elements should
malfunction or fail within the appropriate warranty period, Landlord shall, as Landlord's sole
obligation with respect to such matter, except as otherwise provided in this Lease, promptly after
receipt of written notice from Tenant setting forth with specificity the nature and extent of such
non-compliance, malfunction or failure, rectify same at Landlord's expense.
5.3 Compliance. Landlord warrants that to the best of its actual knowledge, the
improvements on the Premises comply with the building codes, applicable laws, covenants or
restrictions of record, regulations, and ordinances (“Applicable Requirements”) that were in
effect at the time that each improvement, or portion thereof, was constructed. NOTE: Tenant is
responsible for determining whether or not the Applicable Requirements, and especially the
zoning, are appropriate for Tenant's intended use.
5.4 Hazardous Substances.
(a) The term “Hazardous Substance” as used in this Lease shall mean any product,
substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either
by itself or in combination with other materials expected to be on the Premises, is either (i)
potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii)
regulated or monitored by any governmental authority, or (iii) a basis for potential liability of
Landlord to any governmental agency or third party under any applicable statute or common law
theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum,
gasoline, and/or crude oil or any products, by-products or fractions thereof. Tenant shall not
engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous
Substances without the express prior written consent of Landlord and timely compliance (at
Tenant’s expense) with all Applicable Requirements. “Reportable Use” shall mean (i) the
installation or use of any above or below ground storage tank, (ii) the generation, possession,
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storage, use, transportation, or disposal of a Hazardous Substance that required a permit from, or
with respect to which a report, notice, registration or business plan is required to be filed with,
any governmental authority, and/or (iii) the presence on the Premises of a Hazardous Substance
with respect to which any Applicable Requirements requires that a notice be given to persons
entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing,
Tenant may use any ordinary and customary materials reasonably required to be used in the
normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.)
and common household cleaning materials, so long as such use is in compliance with all
Applicable Requirements, is not a Reportable Use, and does not expose the Premises or
neighboring property to any meaningful risk of contamination or damage or expose Landlord to
any liability therefor. In addition, Landlord may condition its consent to any Reportable Use
upon receiving such additional assurances as Landlord reasonably deems necessary to protect itself,
the public, the Premises and/or the environment against damage, contamination, injury and/or
liability, including, but not limited to, the installation (and removal on or before Lease expiration or
termination) of protective modifications (such as concrete encasements) and/or increasing the
Security Deposit.
(b) If Tenant knows, or has reasonable cause to believe, that a Hazardous Substance
has come to be located in, on, under or about the Premises, other than as previously consented to by
Landlord, Tenant shall immediately give written notice of such fact to Landlord, and provide
Landlord with a copy of any report, notice, claim or other documentation which it has concerning
the presence of such Hazardous Substance.
(c) Tenant shall not cause or permit any Hazardous Substance to be spilled or
released in, on, under, or about the Premises (including through the plumbing or sanitary sewer
system) and shall promptly, at Tenant's expense, comply with all Applicable Requirements and
take all investigatory anchor remedial action reasonably recommended, whether or not formally
ordered or required, for the cleanup of any contamination of, and for the maintenance, security
and/or monitoring of the Premises or neighboring properties, that was caused or materially
contributed to by Tenant, or pertaining to or involving any Hazardous Substance brought onto the
Premises during the term of this Lease, by or for Tenant, or any third party.
(d) Tenant shall indemnify, defend and hold Landlord, its agents, employees, and
lenders, if any, harmless for, from and against any and all loss of rents and/or damages, liabilities,
judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or
involving any Hazardous Substance brought onto the Premises by or for Tenant, or any third party
(provided, however, that Tenant shall have no liability under this Lease with respect to
underground migration of any Hazardous Substance under the Premises from adjacent properties
not caused or contributed to by Tenant). Tenant’s obligations shall include, but not be limited to,
the effects of any contamination or injury to person, property or the environment created or
suffered by Tenant, and the cost of investigation, removal, remediation, restoration and/or
abatement, and shall survive the expiration or termination of this Lease. No termination,
cancellation or release agreement entered into by Landlord and Tenant shall release Tenant
from its obligations under this Lease with respect to Hazardous Substances.
(e) Landlord and its successors and assigns shall indemnify, defend, reimburse and
hold Tenant, its employees and lenders, harmless from and against any and all environmental
damages, including the cost of remediation, which result from Hazardous Substances which
existed on the Premises prior to Tenant's occupancy or which are caused by the gross negligence
or willful misconduct of Landlord, its agents or employees. Landlord's obligations, as and when
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required by the Applicable Requirements, shall include, but not be limited to, the cost of
investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration
or termination of this Lease.
(f) Landlord shall retain the responsibility and pay for any investigations or
remediation measures required by governmental entities having jurisdiction with respect to the
existence of Hazardous Substances on the Premises prior to Tenant's occupancy, unless such
remediation measure is required as a result of Tenant's use of the Premises, in which event Tenant
shall be responsible for such payment. Tenant shall cooperate fully in any such activities at the
request of Landlord, including allowing Landlord and Landlord's agents to have reasonable access
to the Premises at reasonable times in order to carry out Landlord's investigative and remedial
responsibilities.
(g) Except as otherwise provided in this Lease, Tenant shall, at Tenant's sole
expense, fully, diligently and in a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and
the recommendations of Landlord's engineers and/or consultants which relate in any manner to
such Requirements, without regard to whether such Requirements are now in effect or become
effective after the Commencement Date. Tenant shall, within 10 days after receipt of Landlord’s
written request, provide Landlord with copies of all permits and other documents, and other
information evidencing Tenant's compliance with any Applicable Requirements specified by
Landlord, and shall immediately upon receipt, notify Landlord in writing (with copies of any
documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report
pertaining to or invoking the failure of Tenant or the Premises to comply with any Applicable
Requirements. Likewise, Tenant shall immediately give written notice to Landlord of: (i) any water
damage to the Premises and any suspected seepage, pooling, dampness or other condensation
conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the
presence of mold in the Premises.
(h) Landlord shall have the right to enter into Premises at any time, in the case of an
emergency, and otherwise at reasonable time after reasonable notice, for the purpose of inspecting
the condition of the Premises and for verifying compliance by Tenant with this Lease. The cost of
any such inspections shall be paid by Landlord, unless a violation of Application Requirements or
the inspection is requested or ordered by a governmental authority. In such case, Tenant shall
upon request, reimburse Landlord for the cost of such inspection, so long as such inspection is
reasonably related to the violation or contamination.
6. PARKING AND DRIVES.
Tenant, its employees and invitees shall be entitled to park in common with other tenants in
those areas designated for common or non-reserved parking. Tenant agrees not to burden the
parking areas and agrees to cooperate with Landlord and other tenants in the use of the parking
areas. Landlord reserves the right, in its sole discretion, to allocate parking spaces among Tenant
and other tenants of the Building. Tenant, its employees, and invitees, shall have the non-exclusive
right to use the common driveways along with the other tenants, invitees, and customers of the
Building.
7. INSURANCE AND LIABILITY.
7.1 Tenant represents and Landlord acknowledges that Tenant is self-insured.
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7.2 Tenant’s Personal Property Insurance Policy. Tenant shall also maintain a policy of
property insurance for fire and extended coverage including an all risk endorsement and necessary
coverage of any type of damage on Tenant’s personal property, trade fixtures and contents, and all
leasehold improvements to the Premises on a replacement cost value. Tenant agrees to deliver a
duplicate copy of said policy, or a certificate of insurance evidencing such coverage to Landlord.
Such policy shall contain a provision requiring 10 days written notice to the Landlord before
cancellation of the policy can be effected.
7.3 Landlord’s Property Insurance Policy. Landlord shall obtain and keep in force a policy
or policies in the name of Landlord, with loss payable to Landlord, and to any Lender insuring loss
or damage to the Building, its common areas including the adjoining parking areas. The amount of
such insurance shall be equal to the full insurable replacement cost of the Building, the common
areas, including the parking areas, as the same shall exist from time to time, or the amount
required by any Lender, but in no event more than the commercially reasonable and available
insurable value thereof.
7.4 Insurance Policies. Insurance required herein shall be by companies duly licensed or
admitted to transact business in the state where the Premises are located, and maintaining during
the policy term a “General Policyholders Rating” of at least “A” VIII, as set forth in the most
current issue of “Best’s Insurance Guide”, or such other rating as may be required by a Lender.
Tenant shall not do or permit to be done anything which invalidates the required insurance policies.
Tenant shall, prior to the Commencement Date, deliver to Landlord certified copies of policies of
such insurance or certificates evidencing the existence any amounts of the required insurance. No
such policy shall be cancelable or subject to modification except after 30 days prior written notice
to Landlord. Tenant shall, at least 10 days prior to the expiration of such policies, furnish Landlord
with evidence of renewals or “insurance binders” evidencing renewal thereof, or Landlord may
order such insurance and charge the cost thereof to Tenant, which amount shall be payable by
Tenant to Landlord upon demand. Such policies shall be for a term of at least 1 year, or the
length of the remaining term of this Lease, whichever is less. If either Party shall fail to
procure and maintain the insurance required to be carried by it, the other Party may, but shall
not be required to, procure and maintain the same.
7.5 Waiver of Subrogation. Without affecting any other rights or remedies, Tenant
and Landlord each hereby release and relieve the other, and waive their entire right to recover
damages against the other, for loss of or damage to its property arising out of or incident to the
perils required to be insured against herein. The effect of such releases and waivers is not
limited by the amount of insurance carried or required or by any deductibles applicable hereto.
The Parties agree to have their respective property damage insurance carriers waive any right
to subrogation that such companies may have against Landlord or Tenant, as the case may be,
so long as the insurance is not invalidated thereby.
7.6 Indemnity. Except for Landlord's gross negligence or willful misconduct, Tenant
shall indemnify, protect, defend and hold harmless the Premises, Landlord and its agents,
partners and Lenders, for, from and against any and all claims, loss of rents and/or damages,
liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising
out of, involving, or in connection with, the use and/or occupancy of the Premises by Tenant.
If any action or proceeding is brought against Landlord by reason of any of the foregoing
matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably
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satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord
need not have first paid any such claim in order to be defended or indemnified.
7.7 Failure to Provide Insurance. Tenant acknowledges that any failure on its part to
obtain or maintain the insurance required herein will expose Landlord to risks and potentially
cause Landlord to incur costs not contemplated by this Lease, the extent of which will be
extremely difficult to ascertain. Accordingly, for any month or portion thereof that Tenant
does not maintain the required insurance and/or does not provide Landlord with the required
binders or certificates evidencing the existence of the required insurance, the Base Rent shall
be automatically increased, without any requirement for notice to Landlord, by an amount
equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree
that such increase in Base Rent represents fair and reasonable compensation for the additional
risk/costs that Landlord will incur by reason of Tenant’s failure to maintain the required
insurance. Such increase in Base Rent shall in no event constitute a waiver of Tenant’s Default
or Breach with respect to the failure to neither maintain such insurance, prevent the exercise of
any of the other rights and remedies granted hereunder, nor relieve Tenant of its obligation to
maintain the insurance specified in this Lease.
8. BUILDING SYSTEMS, MAINTENANCE, REPAIRS, TRADE FIXTURES AND
ALTERATIONS
8.1 Definition of “Building Systems”; Landlord's Maintenance and Repair Obligations.
The term “Building Systems” shall mean mechanical, elevator, plumbing, electrical, fire
protection, life safety, security or other systems in the Building. Landlord shall maintain or
cause to be maintained in reasonably good order, condition and repair, the structural portions of
the roof, foundations, floors and exterior walls of the Building, the Building Systems; provided,
however, that Tenant shall pay the cost of repairs for damage occasioned by Tenant's use of the
Premises or the Property or any act or omission of Tenant or Tenant's representatives or visitors.
Landlord shall be under no obligation to inspect the Premises. Tenant shall promptly report in
writing to Landlord any defective condition known to Tenant which Landlord is responsible to
repair. As a material part of the consideration for this Lease, Tenant waives the benefits of any
applicable existing or future Law that allows a tenant to make repairs at Landlord's expense.
8.2 Tenant’s Maintenance and Repair Obligations. Tenant shall be wholly responsible for
the maintenance and repair of the interior space of the Premises, and will keep it in as good a
condition as when turned over to Tenant, reasonable wear and tear excepted. Tenant agrees to keep
the Premises in a clean, orderly, and sanitary condition and will neither do nor permit to be done
therein anything which is in violation of insurance policies on the Building or that is contrary to the
Applicable Requirements. Landlord may establish from time to time, and Tenant will abide by,
reasonable rules for parking, security, handling of trash, use of common areas and like procedures.
Tenant agrees to keep all of its trash containers, pallets, dumpsters, refuse, and waste within its
Premises and not outside or in common areas and agrees not to litter any of the grounds or entries.
Tenant is responsible for the cost of the removal of its trash. Tenant will neither commit nor suffer
to be committed waste to the Building or to the Premises.
8.3 Alterations; Trade Fixtures.
(a) Definitions. The term “Alterations” shall mean any modification of the
Premises, other than Trade Fixtures, whether by addition or deletion. The term “Trade Fixtures”
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shall mean Tenant’s machinery and equipment that can be removed without doing material
damage to the Premises.
(b) Alterations. Tenant shall not make any Alterations to the Premises without
Landlord’s prior written consent. Tenant may, however, make non-structural Alterations to the
interior of the Premises (excluding the roof) upon written notice and consent of Landlord, as long as
they are not visible from the outside, do not involve puncturing, relocating or removing the roof or
any existing wells, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and
the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's
Base Rent in the aggregate or a sum equal to 1 month’s Base Rent in any 1 year. Any
Alterations that Tenant shall desire to make and which require the consent of the Landlord shall
be presented to Landlord in written form with detailed plans. Consent shall be deemed
conditioned upon Tenant's: (i) acquiring all applicable governmental permits, (ii) furnishing
Landlord with copies of both the permits and the plans and specifications prior to commencement
of the work and (iii) compliance with all conditions of said permits and other Applicable
Requirements in a prompt and expeditious manner. Any Alterations shall be performed in a
workmanlike manner with good and sufficient materials shall, promptly upon completion, furnish
Landlord with as-built plans and specifications. For work which costs an amount in excess of 1
month’s Base Rent, Landlord may condition its consent upon Tenant providing a lien and
completion bond in an amount equal to 150% of the estimated cost of such Alteration and/or
upon Tenant’s posting an additional Security Deposit with Landlord.
(c) Liens; Bonds. Tenant shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to, for, at, or for use on the Premises, claims are or
may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest
therein. Tenant shall give Landlord not less than 10 days notice prior to the commencement of
any work in, on or about the Premises, and Landlord shall have the right to post notices of non-
responsibility. If Tenant shall contest the validity of any such lien, claim or demand, then Tenant
shall, at its sole expense defend and protect itself, Landlord and the Premises against the same and
shall pay and satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof. If Landlord shall require, Tenant shall furnish a surety bond in an amount
equal to 150% of the amount of such contested lien, claim or demand, indemnifying Landlord
against liability for the same. If Landlord elects to participate in any such action, Tenant shall pay
Landlord's attorneys' fees and costs.
(d) Trade Fixtures. Subject to the provisions of Paragraph 5.1 and the
provisions of this Paragraph, Tenant may install and maintain Trade Fixtures in the Premises,
provided that the Trade Fixtures do not become an integral part of the Premises or the Building.
Tenant shall promptly repair any damage to the Premises or the Building caused by any
installation or removal of such Trade Fixtures.
8.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. All Alterations made by Tenant shall be the property of Landlord,
and shall, at the expiration or termination of this Lease, be surrendered by Tenant with the
Premises.
(b) Removal. By delivery to Tenant of written notice from Landlord not earlier
than 90 and not later than 30 days prior to the end of the term of this Lease, Landlord may require
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that any or all Alterations be removed by the expiration or termination of this Lease.
(c) Surrender; Restoration. Tenant shall surrender the Premises by the Expiration
Date or any earlier termination date, with all of the improvements, parts and surfaces thereof
broom clean and free of debris, and in good operating order, condition and state of repair, ordinary
wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration
that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if
this Lease is for 12 months or less, then Tenant shall surrender the Premises in the same
condition as delivered to Tenant on the Commencement Date Tenant shall repair any damage
occasioned by the installation, maintenance or removal of Trade Fixtures, Tenant owned
Alterations and/or Utility Installations, furnishings, and equipment. Tenant shall completely
remove from the Premises any and all Hazardous Substances brought onto the Premises by or for
Tenant, or any third party (except Hazardous Substances which were deposited via underground
migration from areas outside of the Premises, or if applicable, the Property) even if such removal
would require Tenant to perform or pay for work that exceeds statutory requirements. Trade
Fixtures shall remain the property of Tenant and shall be removed by Tenant. Any personal
property of Tenant not removed on or before the Termination Date or any earlier termination date
shall be deemed to have been abandoned by Tenant and may be disposed of or retained by
Landlord as Landlord may desire. The failure by Tenant to timely vacate the Premises pursuant to
this Paragraph 8.4(c) without the express written consent of Landlord shall constitute a holdover.
9. ASSIGNMENT AND SUBLETTING.
9.1 Landlord’s Consent Required.
(a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or
encumber (collectively, “assign or assignment”) or sublet all or any part of Tenant’s interest in this
Lease or in the Premises without Landlord’s prior written consent.
9.2 Terms and Conditions Applicable to Assignment and Subletting.
(a) Regardless of Landlord’s consent, no assignment or subletting shall be effective:
(i) without the express written assumption by such assignee or sublessee of the obligations of
Tenant under this Lease, (ii) if such assignment or subletting alters the primary liability of Tenant
for the payment of Monthly Charges or for the performance of any other obligations to be
performed by Tenant, or (iii) without the execution by any assignee or sublessee of a tenant
estoppels certificate provided by Landlord, if applicable.
(b) Landlord may accept Monthly Charges or performance of Tenant’s obligations
from any person other than Tenant pending approval or disapproval of an assignment. Neither a
delay in the approval or disapproval of such assignment nor the acceptance of Monthly Charges or
performance shall constitute a waiver nor estoppel of Landlord’s right to exercise its remedies for
Tenant’s Default or Breach.
(c) Landlord’s consent to any assignment or subletting shall not transfer to the
assignee or sublessee any Option granted to the original by this Lease unless such transfer is
specifically consented to by Landlord in writing.
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9.3 Additional Terms and Conditions Applicable to Subletting. The following terms and
conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be
deemed included in all subleases under this lease whether or not expressly incorporated therein:
(a) Tenant hereby assigns and transfers to Landlord all of Tenant’s interest in all
Monthly Charges payable on any sublease, and Landlord may collect such Monthly Charges and
apply same toward Tenant’s obligations under this Lease; provided, however, that until a Breach
shall occur in the performance of Tenant’s obligations, Tenant may collect said Monthly Charges.
In the event that the amount collected by Tenant exceeds Tenant’s then outstanding obligations, any
such excess shall be refunded to Tenant. Landlord shall not, by reason of the foregoing or any
assignment of such sublease, or by reason of the collection of Monthly Charges, be deemed liable to
the sublessee for any failure of Tenant to perform and comply with any of Tenant’s obligations to
such sublease. Tenant hereby irrevocably authorizes and directs any such sublease, upon receipt
of a written notice from Landlord stating that a Breach exists in the performance of Tenant’s
obligations under this Lease, to pay to Landlord all Monthly Charges due and to become due
under the sublease. Sublessee shall rely upon any such notice from Landlord and shall pay all
Monthly Charges to Landlord without any obligation or right to inquire as to whether such Breach
exists, notwithstanding any claim from Tenant to the contrary.
(b) In the event of a Breach by Tenant, Landlord may, at its option, require
sublessee to attorn to Landlord, in which event Landlord shall undertake the obligations of the
sublessor under such sublease from the time of the exercise of said option to the expiration of such
sublease; provided, however, Landlord shall not be liable for any prepaid rents or security deposit
paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.
(c) Any matter requiring the consent of the sublessor under a sublease shall also
require the consent of Landlord.
(d) No sublessee shall further assign or sublet all or any part of the Premises
without Landlord's prior written consent.
(e) Landlord shall deliver a copy of any notice of Default or Breach by Tenant to
the sublessee, who shall have the right to cure the Default of Tenant within the grace period, if
any, specified in such notice. The sublessee shall have a right of reimbursement and offset from
and against Tenant for any such Defaults cured by the sublessee.
(f) Tenant warrants that any sublessee of the Premises will use it in conformity with
the Agreed Use and that it will comply with the Applicable Requirements.
10. DEFAULT; BREACH; REMEDIES.
10.1 Default; Breach. A “Default” is defined as a failure by the Tenant to comply with
or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A
“Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of
Tenant to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Premises without
providing a commercially reasonable level of security, or where the coverage of the insurance
described in Paragraph 7.3 is jeopardized as a result thereof, or without providing reasonable
assurances to minimize potential vandalism.
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(b) The failure of Tenant to make any payment of Monthly Charges or any Security
Deposit required to be made by Tenant hereunder, whether to Landlord or to a third party, when
due, to provide reasonable evidence of insurance, or to fulfill any obligation under this Lease
which endangers or threatens life or property, where such failure continues for a period of 3
business days following written notice to Tenant.
(c) The commission of waste, act or acts constituting public or private nuisance,
and/or an illegal activity on the Premises by Tenant, and the failure of Tenant to follow such rules
and regulations as reasonably promulgated by Landlord concerning the Property or the failure to
obtain the prior written consent of Landlord wherever required by this Lease, where such actions
continue for a period of 3 business days following written notice to Tenant,
(d) The failure by Tenant to provide (i) reasonable written evidence of
compliance with Applicable Requirements, (ii) the rescission of an unauthorized assignment or
subletting, (iii) a requested subordination, (iv) evidence concerning any guaranty and/or
guarantor, or (v) any other documentation or information which Landlord may reasonably require
of Tenant under the terms of this Lease, where any such failure continues for a period of 10 days
following written notice to Tenant.
(e) A Default by Tenant as to the terms, covenants, conditions or provisions of
this Lease not already described in Paragraphs 10.1(a) – (d) above, where such Default
continues for a period of 30 days after written notice; provided, however, that if the nature of
Tenant’s Default is such that more than 30 days are reasonably required for its cure, then it shall
not be deemed to be a Breach if Tenant commences such cure within said 30 day period and
thereafter diligently prosecutes such cure to completion.
(f) The occurrence of any of the following events: (i) the making of any general
arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in
11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against
Landlord, the same is dismissed within 60 days), (iii) the appointment of a trustee or receiver
to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s
interest in this Lease, where possession is not restored to Tenant within 30 days; (iv) the
attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at
the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within
30 days, provided, however, in the event that provision of this subparagraph is contrary to any
applicable law, such provision shall be of no force or effect, and not affect the validity of the
remaining provisions, or (v) the doing, or permitting to be done by Tenant of any act which
creates a mechanic's lien or claim therefore against the land or Building of which the Premises are a
part;
(g) The discovery that any financial statement of Tenant or of any guarantor
given to Landlord was materially false.
(h) If the performance of Tenant’s obligations under this Lease is guaranteed:
(i) the death of a guarantor, (ii) the termination of a guarantor's liability with respect to this
Lease other than in accordance with the terms of such guaranty, (iii) a guarantor's becoming
insolvent or the subject of a bankruptcy filing, (iv) a guarantor's refusal to honor the guaranty,
or (v) a guarantor's breach of its guaranty obligation on an anticipatory basis, and Tenant's
failure, within 60 days following written notice of any such event, to provide written
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alternative assurance or security, which, when coupled with the then existing resources of ,
equals or exceeds the combined financial resources of Tenant and the guarantors that existed at
the time of execution of this Lease.
10.2 Remedies. If Tenant fails to perform any of its affirmative duties or obligations,
within the notice periods provided for such Breach (or in case of an emergency, without notice),
Landlord may, at its option, perform such duty or obligation on Tenant's behalf, including but
not limited to the obtaining of reasonably required insurance policies, or governmental licenses,
permits or approvals. Tenant shall pay to Landlord an amount equal to 115% of the costs and
expenses incurred by Landlord in such performance upon receipt of an invoice therefor. In the
event of a Breach, Landlord may, with or without further notice or demand, and without
limiting Landlord in the exercise of any right or remedy which Landlord may have by reason of
such Breach:
(a) Terminate Tenant's right to possession of the Premises by any lawful means, in
which case this Lease shall terminate and shall immediately surrender possession to Landlord.
In such event, Landlord shall be entitled to recover from Tenant: (i) the unpaid Monthly
Charges which had been earned at the time of termination; and (ii) any other amount necessary
to compensate Landlord for all the detriment proximately caused by the Tenant’s failure to
perform its obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom, including but not limited to the cost of recovering possession of the
Premises, expenses or reletting, including necessary renovation and alteration of the Premises,
reasonable attorneys’ fees, and that portion of any leasing commission paid by Landlord in
connection with this Lease applicable to the unexpired term of this Lease. Efforts by Landlord
to mitigate damages caused by Tenant's Breach of this Lease shall not waive Landlord's right to
recover damages under this paragraph. If termination of this Lease is obtained through the
provisional remedy of unlawful detainer, Landlord shall have the right to recover in such
proceeding any unpaid Monthly Charges and damages as are recoverable therein, or Landlord
may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace
period required under Paragraph 10.1 was not previously given, a notice to pay rent or quit, or
to perform or quit given to under the unlawful detainer statute shall also constitute the notice
required by Paragraph 10.1. In such case, the applicable grace period required by Paragraph
10.1 and the unlawful detainer statute shall run concurrently, and the failure of Tenant to cure
the Default within the greater of the two such grace periods shall constitute both an unlawful
detainer and a Breach of this Lease entitling Landlord to the remedies provided for in this Lease
and/or by said statute.
(b) Continue the Lease and Tenant's right to possession and recover the Monthly
Charges as they become due, in which event Tenant may sublet or assign, subject only to
reasonable limitations.
(c) Pursue any other remedy now or hereafter available under the laws or
judicial decisions of the State of Arizona. The expiration or termination of this Lease and/or the
termination of Tenant's right to possession shall not relieve Tenant from liability under any
indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or
by reason of Tenant’s occupancy of the Premises.
10.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or
for the giving or paying by Landlord to or for Tenant of any cash or other bonus, inducement or
consideration for Tenant’s entering into this Lease, all of which concessions are hereinafter
14

referred to as “Inducement Provisions,” shall be deemed conditioned upon Tenant’s full and
faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach
of this Lease by Tenant, any such Inducement Provision shall automatically be deemed deleted
from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement
or consideration theretofore abated, given or paid by Landlord under such Inducement Provision
shall be immediately due and payable by Tenant to Landlord, notwithstanding any subsequent
cure of said Breach by Tenant. The acceptance by Landlord of rent or the cure of the Breach
which initiated the operation of this paragraph shall not be deemed a waiver by Landlord of the
provisions of this paragraph unless specifically so stated in writing by Landlord at the time of
such acceptance.
10.4 Breach by Landlord. Landlord shall not be deemed in breach of this Lease unless
Landlord fails within a reasonable time to perform an obligation required to be performed by
Landlord. For purpose of this Paragraph, a reasonable time shall in no event be less than 30 days
after receipt by Landlord, and any Lender whose name and address shall have been furnished by
Tenant in writing for such purpose, of written notice specifying wherein such obligation of
Landlord has not been performed; provided, however, that if the nature of Landlord’s obligation is
such that more than 30 days are reasonably required for its performance, then Landlord shall not
be in breach if performance is commenced within such 30-day period and thereafter diligently
pursued to completion.
11. SIGNS. Tenant shall not erect any exterior signs, advertising media, or lettering without the
prior written consent of Landlord, which shall not be unreasonably withheld. Any such items
consented to by Landlord and installed by Tenant shall comply with the Applicable Requirements.
Tenant shall remove all such signs at the termination of this Lease. Such installations and removals
shall be made in such manner as to avoid injury or defacement of the Building or the Premises.
12. NOTICES. All notices required or permitted by this Lease or applicable law shall be in writing
and maybe delivered in person (by hand or by courier) or may be sent by regular, certified or registered
mail or U.S. Postal Service Express Mail, with postage prepaid, and shall be deemed sufficiently given
if served in a manner specified in this Paragraph 12. Either Party may by written notice to the other
specify a different address for notice, except that upon Tenant’s taking possession of the Premises, the
Premises shall constitute Tenant's address for notice. A copy of all notices to Landlord shall be
concurrently transmitted to such party or parties at such addresses as Landlord may from time to time
hereafter designate in writing. If sent by regular mail, the notice shall be deemed given 72 hours after
the same is addressed as required herein and mailed with postage prepaid. Notice delivered by United
States Express Mail or overnight courier that guarantee next day delivery shall be deemed given 24
hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile
transmission or similar means shall be deemed delivered upon telephone confirmation of receipt
(confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or
mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the
next business day.
If to Landlord:
Tiempo, Inc.
1107 East Tonto Street
Phoenix, Arizona 85034
Telephone: (602) 252-0482
Fax: (602) 257-8780
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With a copy to:
General Counsel
Chicanos Por La Causa, Inc.
1112 East Buckeye Road
Phoenix, Arizona 85034
If to Tenant:
Maricopa County Public Health
Attn: WIC Program Manager
4041 N. Central Avenue, Suite 700
Phoenix, AZ 85012
With a copy to:
Maricopa County Facilities Management
Attn: Chief Real Estate Officer
2801 West Durango Street
Phoenix, AZ 85009-6356
13. HOLDING OVER.
In the event that Tenant, or anyone claiming under Tenant, shall remain in possession of the
Premises after the expiration or termination of this Lease, without an agreement in writing between
the parties with respect thereto, Tenant or its sublessee shall be deemed to be occupying the
Premises as a Tenant from month-to-month, subject to all the conditions, provisions, and obligations
of this Lease in so far as the same are applicable to a month-to-month tenancy.
14. DAMAGE OR DESTRUCTION.
14.1 Definitions.
(a) “Premises Partial Damage” shall mean damage or destruction to the
improvements on the Premises, other than Utility Installations, which can reasonably be repaired in
6 months or less from the date of the damage or destruction. Landlord shall notify Tenant in
writing within 30 days from the date of the damage or destruction as to whether or not the damage
is Partial or Total.
(b) “Premises Total Destruction” shall mean damage or destruction to the Premises,
other than Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months
or less from the date of the damage or destruction. Landlord shall notify Tenant in writing within
30 days from the date of the damage or destruction as to whether or not the damage is Partial or
Total.
(c) “Insured Loss” shall mean damage or destruction to improvements on the
Premises, other than Alterations and Utility Installations and Trade Fixtures, which was caused by
an event required to be covered by the insurance described in Paragraph 7.3, irrespective of any
deductible amounts or coverage limits involved.
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(d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements
owned by Landlord at the time of the occurrence to their condition existing immediately prior
thereto, including demolition, debris removal and upgrading required by the operation of
Applicable Requirements, and without deduction for depreciation.
(e) “Hazardous Substance Condition” shall mean the occurrence or discovery of
a condition involving the presence of, or a contamination by, a Hazardous Substance as defined
in Paragraph 5.4(a), in, on, or under the Premises which requires repair, remediation, or
restoration.
14.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss
occurs, then Landlord shall, at Landlord's expense, repair such damage (but not Tenant's Trade
Fixtures) as soon as reasonably possible and this Lease shall continue in full force and effect;
provided, however, that Tenant shall, at Landlord's election, make the repair of any damage or
destruction the total cost to repair of which is $10,000 or less, and, in such event, Landlord shall
make any applicable insurance proceeds available to Tenant on a reasonable basis for that
purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance
proceeds are not sufficient to effect such repair, the Landlord shall promptly contribute the shortage
in proceeds as and when required to complete said repairs. In the event, however, such shortage
was due to the fact that, by reason of the unique nature of the improvements, full replacement cost
insurance coverage was not commercially reasonable and available, Landlord shall have no
obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the
Premises unless Tenant provides Landlord with the funds to cover same, or adequate assurance
thereof, within 10 days following receipt of written notice of such shortage and request therefore. If
Landlord receives said funds or adequate assurance thereof within said 10 day period, the party
responsible for making the repairs shall complete them as soon as reasonably possible and this
Lease shall remain in full force and effect. If such funds or assurance are not received, Landlord
may nevertheless elect written notice to Tenant within 10 days thereafter to: (i) make such
restoration and repair as is commercially reasonable with Landlord paying any shortage in proceeds,
in which this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days
thereafter. Tenant shall not be entitled to reimbursement of any funds contributed by Landlord to
repair any such damage or destruction.
14.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an
Insured Loss occurs, unless caused by a negligent or willful act of Tenant (in which event Tenant
shall make the repairs at Tenant’s expense), Landlord may either: (i) repair such damage as soon
as reasonably possible at Landlord's expense, in which event this Lease shall continue in full force
and effect, or (ii) terminate this Lease by giving written notice to Tenant within 30 days after
receipt by Landlord of knowledge of the occurrence of such damage. Such termination shall be
effective 60 days following the date of such notice. In the event Landlord elects to terminate this
Lease, Tenant shall have the right within 10 days after receipt of the termination notice to give
written notice to Landlord of Tenant's commitment to pay for the repair of such damage without
reimbursement from Landlord. Tenant shall provide Landlord with said funds or satisfactory
assurance thereof within 30 days after making such commitment. In such event this Lease shall
continue in full force and effect, and Landlord shall proceed to make such repairs as soon as
reasonably possible after the required funds are available. If Tenant does not make the required
commitment, this Lease shall terminate as of the date specified in the termination notice.
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14.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total
Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or
destruction was caused by the gross negligence or willful misconduct of Tenant, Landlord shall
have the right to recover Landlord’s damages from Tenant.
14.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there
is damage for which the cost to repair exceeds 1 month’s Base Rent, whether or not an Insured
Loss, Landlord may terminate this Lease effective 60 days following the date of occurrence of such
damage by giving a written termination notice to Tenant within 30 days after the date of
occurrence of such damage. Notwithstanding the foregoing, if Tenant at that time has an
exercisable option to extend this Lease or to purchase the Premises, then Tenant may preserve this
Lease by (a) exercising such option and (b) providing Landlord with any shortage in insurance
proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i)
the date which is 10 days after receipt of Landlord's written notice purporting to terminate this
Lease, or (ii) the day prior to the date upon which such option expires. If Tenant duly exercises
such option during such period and provides Landlord with funds (or adequate assurance thereof)
to cover any shortage in insurance proceeds, Landlord shall, at Landlord's commercially
reasonable expense, repair such damage as soon as reasonably possible and this Lease shall
continue in full force and effect. If Tenant fails to exercise such option and provide such funds
or assurance during such period, then this Lease shall terminate on the date specified in the
termination notice and Tenant’s option shall be extinguished.
14.6 Abatement of Rent; Tenant’s Remedies.
(a) Abatement. In the event of Premises Partial Damage or Premises Total
Destruction or a Hazardous Substance Condition for which Tenant is not responsible under this
Lease, the Base Rent payable by Tenant for the period required for the repair, remediation or
restoration of such damage shall be abated in proportion to the degree to which Tenant's use of
the Premises is impaired, but not to exceed the proceeds received from the Rental Value
insurance. All other obligations of Tenant hereunder shall be performed by Tenant, and Landlord
shall have no liability for any such damage, destruction, remediation, repair or restoration except
as provided herein.
(b) Remedies. If Landlord shall be obligated to repair or restore the Premises and
does not commence, in a substantial and meaningful way, such repair or restoration within 90 days
after such obligation shall accrue, Tenant may, at any time prior to the commencement of such
repair or restoration, give written notice to Landlord and to any Lenders of which Tenant has actual
notice, of Tenant’s election to terminate this Lease on a date not less than 90 days following the
giving of such notice. If Tenant gives such notice and such repair or restoration is not commenced
within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the
repair or restoration is commenced within such 30 days, this Lease shall continue in full force and
effect. “Commence” shall mean either the unconditional authorization of the preparation of the
required plans, or the beginning of the actual work on the Premises, whichever first occurs.
14.7 Termination; Advance Payment. Upon termination of this Lease pursuant to this
paragraph, an equitable adjustment shall be made concerning advance Base Rent and any other
advance payments made by Tenant to Landlord. Landlord shall, in addition, return to Tenant so
much of Tenant’s Security Deposit as has not been, or is not then required to be used by Landlord.
14.8 Waive Statutes. Landlord and Tenant agree that the terms of this Lease shall govern
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the effect of any damage to or destruction of the Premises with respect to the termination of this
Lease and hereby waive the provisions of any present or future statute, including but not limited
to ARS §33-343, to the extent inconsistent herewith.
15. CONDEMNATION. If the Premises or any portion thereof are taken under the power of
eminent domain or sold under the threat of the exercise of said power (collectively
"Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning
authority takes title or possession, whichever first occurs. If more than 10% of the Building, or
more than 25% of that portion of the Premises not occupied by any building, is taken by
Condemnation, Landlord may, at Tenant's option, to be exercised in writing within 10 days after
Landlord shall have given Tenant written notice of such taking (or in the absence of such notice,
within 10 days after the condemning authority shall have taken possession) terminate this Lease as
of the date the condemning authority takes such possession. If Tenant does not terminate this
Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the
portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the
reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or
payments shall be the property of Landlord, whether such award shall be made as compensation
for diminution in value of the leasehold, the value of the part taken, or for severance damages;
provided, however, that Tenant shall be entitled to any compensation for Tenant's relocation
expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this
Lease is terminated pursuant to the provisions on this Paragraph. All Alterations and Utility
Installations made to the Premises by Tenant, for purposes of Condemnation only, shall be
considered the property of the Tenant and Tenant shall be entitled to any and all compensation
which is payable therefore. In the event that this Lease is not terminated by reason of the
Condemnation, Landlord shall repair any damage to the Premises caused by such Condemnation.
16. BROKERAGE FEES.
Tenant and Landlord each represent and warrant to the other that it has had no dealings with
any person, firm, broker or finder in connection with this Lease, and that no one is entitled to any
commission or finder's fee in connection herewith (except ___N/A____, which is N/A
broker/agent who is entitled to a commission pursuant to the terms of that _____N/A____
Agreement dated ____N/A______). Tenant and Landlord do each hereby agree to indemnify,
protect, defend and hold the other harmless from and against liability for compensation or charges
which may be claimed by any such (unnamed) broker, finder, person or firm.
17. MISCELLANEOUS.
17.1 Severability. The invalidity of any provision of this Lease, as determined by a court of
competent jurisdiction, shall in no way affect the validity of any other provision hereof.
17.2 Days. Unless otherwise specifically indicated to the contrary, the word “days” as used in
this Lease shall mean and refer to calendar days.
17.3 Limitation on Liability. The obligations of Landlord under this Lease shall not constitute
personal obligations of Landlord or its partners, members, directors, officers or shareholders, and Tenant
shall look to the Premises, and to no other assets of Landlord, for the satisfaction of any liability of
Landlord with respect to this Lease, and shall not seek recourse against Landlord’s partners, members,
directors, officers or shareholders, or any of their personal assets for such satisfaction.
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17.4 Time of Essence. Time is of the essence with respect to the performance of all obligations
to be performed or observed by the Parties under this Lease.
17.5 No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements
between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous
agreement or understanding shall be effective. Landlord and Tenant each represents and warrants to the
Brokers, if any, that it has made, and is relying solely upon, its own investigation as to the nature,
quality, character and financial responsibility of the other Party to this Lease and as to the use, nature,
quality and character of the Premises. Brokers have no responsibility with respect thereto or with
respect to any default or breach hereof by either Party. The liability (including court costs and attorneys'
fees), of any Broker with respect to negotiation, execution, delivery or performance by either Landlord
or Tenant under this Lease or any amendment or modification hereto shall be limited to an amount up to
the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation
on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such
Broker.
17.6 Waivers. No waiver by Landlord of the Default or Breach of any term, covenant or
condition hereof by Tenant, shall be deemed a waiver of any other term, covenant or condition hereof,
or of any subsequent Default or Breach by Tenant of the same or of any other term, covenant or
condition hereof. Landlord's consent to, or approval of, any act shall not be deemed to render
unnecessary the obtaining of Landlord's consent to, or approval of, any subsequent or similar act by
Tenant, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease
requiring such consent. The acceptance of Monthly Charges by Landlord shall not be a waiver of any
Default or Breach by Tenant. Any payment by Tenant maybe accepted by Landlord on account of
moneys or damages due Landlord, notwithstanding any qualifying statements or conditions made by
Tenant in connection therewith, which such statements and/or conditions shall be of no force or effect
whatsoever unless specifically agreed to in writing by Landlord at or before the time of deposit of such
payment.
17.7 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE
PROPERTY OR ARISING OUT OF THIS AGREEMENT.
17.8 Governing Laws; Exclusive Jurisdiction; Venue. This Lease shall be governed by the
laws of the State of Arizona. The courts of Maricopa County, State of Arizona, shall have
exclusive jurisdiction and venue over disputes relating to this Lease.
17.9 Multiple Buildings. If the Premises are a part of a group of buildings controlled by
Landlord, Tenant agrees that it will abide by and conform to all reasonable rules and regulations
which Landlord may make from time to time for the management, safety, and care of said
properties, including the care and cleanliness of the grounds and including the parking, loading
and unloading of vehicles, and to cause its employees, suppliers, shippers, customers, contractors
and invitees to so abide and conform. Tenant also agrees to pay its fair share of common
expenses incurred in connection with such rules and regulations.
17.10 Security Measures. Tenant hereby acknowledges that the Monthly Charges payable
to Landlord hereunder do not include the cost of guard service or other security measures, and
that Landlord shall have no obligation whatsoever to provide same. Tenant assumes all
responsibility for the protection of the Premises, its employees, its agents and invitees and their
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property from the acts of third parties.
17.11 Reservations. Landlord reserves to itself the right, from time to time, to grant,
without the consent or joinder of Tenant, such easements, rights and dedications that Landlord
deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such
easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of
the Premises by Tenant. Tenant agrees to sign any documents reasonably requested by Landlord
to effectuate any such easement rights, dedication, map or restrictions.
17.12 Performance Under Protest. If, at any time, a dispute shall arise as to any amount or
sum of money to be paid by one Party to the other under the provisions hereof, the Party against
whom the obligation to pay the money is asserted shall have the right to make payment “under
protest” and such payment shall not be regarded as a voluntary payment and there shall survive the
right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that
there was no legal obligation on the part of said Party to pay such sum or any part thereof, said
Party shall be entitled to recover such sum or so much thereof as it was not legally required to
pay. A Party who does not initiate suit for the recovery of sums paid “under protest” within 6
months shall be deemed to have waived its right to protest such payment.
17.13 Authority; Multiple Parties; Execution.
(a) If either Party hereto is a corporation, trust, limited liability company,
partnership or similar entity, each individual executing this Lease on behalf of such entity
represents and warrants that he or she is duly authorized to execute and deliver this Lease on its
behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory
evidence of such authority.
(b) If this Lease is executed by more than one person or entity as “Tenant”,
each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one
of the named Tenants shall be empowered to execute any amendment to this Lease, or other
document ancillary thereto and bind all of the named Tenants, and Landlord may rely on the same
as if all of the named Tenants had executed such document.
(c) Delegation of Authority. Since this Lease will require administrative
action, including execution of documents, from time to time to carry out the spirit and intent of
the Lease, both the Chief Financial Officer for Maricopa County and the Chief Real Estate
Officer for Maricopa County each 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.
17.14 Conflict. Any conflict between and typewritten or handwritten provisions shall be
controlled by the typewritten or handwritten provisions.
17.15 Offer. Preparation of this Lease by either Party or their agent and submission of same to
the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be
binding until executed and delivered by all Parties hereto.
17.16 Amendments. This Lease may be modified only in writing, signed by the Parties in
interest at the time of the modification. As long as they do not materially change Tenant's obligations
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hereunder, Tenant agrees to make such reasonable non-monetary modifications to this Lease as may be
reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of
the Premises.
17.17 Exhibits and Addendums. This Lease contains all of the agreements made between
the parties and may not be modified orally or in any manner other than by agreement in writing
signed by all parties hereto. The following exhibits and addendums are attached and hereby made a
part of this Lease: Exhibit A Building Floor Plan.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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Lease L-7461A
C-86-16-044-1-02
IN WITNESS WHEREOF, the Parties hereto have caused this Lease to be executed on the
day and year first above written.
TENANT: LANDLORD:
Maricopa County, a political subdivision of the Chicanos Por La Causa, Inc., an
State of Arizona Arizona non-profit charitable
corporation
_____________________________________ By:_______________________________
Clint Hickman, Chairman of the Board of
Supervisors
ATTEST:
_______________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
_______________________________________
Deputy County Attorney Date
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Lease L-7461A
C-86-16-044-1-02
Exhibit A
Premises
6850 W Indian School Road, Space 1035
24