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Janice K. Brewer Brian C. McNeil Governor Director ARIZONA DEPARTMENT OF ADMINISTRATION OFFICE OF THE DIRECTOR 100 NORTH FIFTEENTH AVENUE • SUITE 401 PHOENIX, ARIZONA 85007 (602) 542-1500 INTERGOVERNMENTAL LEASE AGREEMENT Between MARICOPA COUNTY And ARIZONA DEPARTMENT OF ADMINISTRATION C-11-04-001-4-01 L-7198 This Agreement is entered into by Maricopa County, a political subdivision of the State of Arizona, hereinafter referred to as the “County,” and the Arizona Department of Administration, hereinafter referred to as “ADOA.” Whereas the County is empowered by A.R.S. § 11-251 to enter into this agreement, and Whereas the County, as lessee, desires to lease certain space owned by the state from ADOA, and Whereas A.R.S. § 41-791.02 authorizes the director to lease property owned by the state and to transfer funds pursuant to an Intergovernmental Lease Agreement to the state general fund. Whereas, ADOA, as lessor, is able to and desires to rent certain space to the County described as follows: New Dawn Correctional Facility, 1022 East Garfield, Phoenix, Arizona, lot size, 56,469 S.F., 1.3 acres, building area 16,692 square feet. Residence, 1029 East Garfield, Phoenix, Arizona, lot size 6,875 square feet, 0.16 acre, building area 1,296 square feet. THEREFORE, the County and ADOA agree as follows: 1) The term of this lease agreement shall commence on the first day of the month following the date ADOA’S signature is affixed hereto and shall continue for ten (10) years thereafter, unless terminated, canceled or extended as otherwise provided herein. 2) By mutual agreement this Agreement may amended to be extended for one twelve (12) month period. - 1 - 3) The County agrees to make payment in the amount of Ten Dollars ($10.00) for the full term of this lease agreement at a rate of One Dollar ($1.00) per year and One Dollar ($1.00) per year for one twelve (12) month extension period. Payment shall be made by GAO-514 Transfer and shall be remitted to: Arizona Department of Administration General Services Division 100 North 15th Avenue; Suite 202 Phoenix, Arizona 85007 4) All notices to be given by the County to ADOA shall be in writing, mailed or hand delivered to: Arizona Department of Administration General Services Division Building and Planning Services 100 North 15th Avenue; Suite202 Phoenix, Arizona 85007 ATTN: Nola Barnes, General Manager 5) All notices to be given by ADOA to County shall be in writing, mailed or hand delivered to: Maricopa County Department of Finance Attn: Real Estate Manager 301 W. Jefferson Street, Suite 960 Phoenix, AZ 85003 6) County agrees to assume all cost and responsibility for the maintenance and operation of the above buildings and grounds, including the maintenance and upgrading of systems that will result in maintaining the buildings expected useful life. 7) County agrees to assume full responsibility of insuring the real property, betterments, contents and liability as required in EXHIBIT A. 8) This Agreement is subject to cancellation at any time by either party with 90-days prior written notice. 9) Any amendments to this Agreement shall be in writing and signed by both parties. 10) 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 bodily injury of any person (including death) or property damage, 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. 11) The County agrees to pay at no cost to ADOA, water, telephone, gas and electric services and utilities consumed on the premises occupied by the County. - 2 - 12) The County agrees to require any contractors and subcontractors hired by the County for the maintenance and operation of the above buildings to provide proof of insurance and to also Indemnify the State pursuant to EXHIBIT B. 13) The County acknowledges that the premises have been inspected and accepts the above premises as is. 14) In accordance with A.R.S. § 35-214, all books, accounts, reports, files and other records relating to this lease shall be subject at all reasonable times to inspection and audit by the County, the State Auditor, or their agents, or employees at the lessor's office or at the Lessee's offices designated in paragraph 4 and 5 at any time during the terms of the lease and for five years after termination thereof. 15) The parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518. In the event such a dispute is arbitrated, the parties hereby agree that the prevailing party is entitled to recover its attorneys' fees and costs. Attorney’s fees shall be based on the prevailing hourly rate for attorneys in Phoenix, Arizona. 16) All parties hereby are put on notice that this agreement is subject to cancellation by the Governor pursuant to A.R. S. § 38-511, the provisions of which are incorporated herein. 17) This lease shall be governed and interpreted by the laws of the State of Arizona. 18) Miscellaneous: a. All parties and subcontractors shall comply with Executive Order 75-5, as amended by Executive Order 2009-09, which mandates that all persons, regardless of race, color, religion, sex, age, national origin or political affiliation, shall have equal access to employment opportunities, and all other applicable State and Federal employment laws, rules and regulations, including the Americans with Disabilities Act. All parties shall ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability. b. All parties and subcontractors shall comply with ARS § 23-214, which requires verification of employment eligibility through the e-verify program. c. Purchases made in furtherance of this Agreement are subject to the Arizona Procurement Code (ARS § 41-2501, et seq.) and the administrative rules promulgated there under (AAC R2-7-901, et seq.). d. All requests for additional services shall be in writing and signed by both parties and subject to current established ADOA billing rates. - 3 - C-11-04-001-4-01 L-7198 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above. Approved Pursuant to ARS Section 41-792 MARICOPA COUNTY BOARD OF SUPERVISORS By: By: Director, Department of Administration Chairman of the Board ATTEST: Date: Clerk of the Board Date APPROVED AS TO FORM: Deputy County Attorney Date - 4 - C-11-04-001-4-01 L-7198 EXHIBIT A COUNTY INDEMNIFICATION AND INSURANCE REQUIREMENTS Indemnification: 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 bodily injury of any person (including death) or property damage, 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. Insurance requirements: County shall procure and maintain for the duration of the Lease, insurance against claims for injury to persons or damage to property that may arise from or in connection with this Lease. County shall be responsible for procuring and maintaining property insurance for the real and personal property for the replacement value of the real property. If any of the required coverage’s is self-insured by the County this will be acceptable proof to the State. The insurance requirements herein are minimum requirements for this Lease and in no way limit the indemnity covenants contained in this Lease. The State of Arizona in no way warrants that the minimum limits contained herein is sufficient to protect the County from liabilities that might arise out of this Lease. County is free to purchase such additional insurance as County determines necessary. A. Minimum scope and limits of insurance: County shall provide coverage with limits of liability not less than those stated below. 1.Commercial General Liability – Occurrence Form Policy shall include bodily injury, property damage, personal and advertising injury and broad form contractual liability coverage. • General Aggregate $2,000,000 • Products – Completed Operations Aggregate $1,000,000 • Personal and Advertising Injury $1,000,000 • Each Occurrence $1,000,000 • Blanket Contractual Liability – Written and Oral $1,000,000 • Damage to Rented Premises $ 500,000 a. The policy shall be endorsed to include the following additional insured language: “The State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the use and/or occupancy of the property subject to this Lease. Such additional insured shall be covered to the full limits of liability purchased by the County, even if those limits of liability are in excess of those required by this Lease. - 5 - b. Policy shall contain a waiver of subrogation endorsement in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from Lease. 2. Excess/Umbrella Liability in the minimum amount of $5,000,000 to follow form of the primary policy. 3. Business Automobile Liability Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in the performance of this Contract. • Combined Single Limit (CSL) $1,000,000 a. The policy shall be endorsed to include the following additional insured language: “The State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the County, involving automobiles owned, leased, hired or borrowed by the County.” Such additional insured shall be covered to the full limits of liability purchased by the County, even if those limits of liability are in excess of those required by this Lease. b. Policy shall contain a waiver of subrogation endorsement in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the County. c. Policy shall contain a severability of interest provision. 4. Worker's Compensation and Employers' Liability • Workers' Compensation Statutory • Employers' Liability Each Accident $ 500,000 Disease – Each Employee $ 500,000 Disease – Policy Limit $1,000,000 a. Policy shall contain a waiver of subrogation endorsement in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from County activities. b. This requirement shall not apply to: Separately, EACH contractor or subcontractor exempt under A.R.S. § 23-901, AND when such contractor or subcontractor executes the appropriate waiver (Sole Proprietor/Independent Contractor) form. 5. Property Insurance Property insurance on the building and contents. • Coverage on County’s contents $____________ Replacement Value • Coverage on building $____________ Replacement Value a. Property insurance shall be written on an "all risk, replacement cost coverage, including coverage for flood and earth movement. b. If property coverage on the building is required, "the State of Arizona and the Department of Administration shall be named as a loss payee.” - 6 - c. Policy shall contain a waiver of subrogation endorsement in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from the Lease. B. Additional insurance requirements: The policies shall include, or be endorsed to include, the following provisions: 1. The County’s policies shall stipulate that the insurance afforded the County shall be primary insurance and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). 2. Coverage provided by the County shall not be limited to the liability assumed under the indemnification provisions of this Lease. C. Notice of cancellation: With the exception of (10) day notice of cancellation for non-payment of premium, any changes material to compliance with this contract in the insurance policies above shall require (30) days written notice to the State of Arizona. Such notice shall be sent directly to the Lessor and shall be sent by certified mail, return receipt requested. D. Acceptability of insurers: County’s insurance shall be placed with companies duly licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII or authorized to transact Workers’ Compensation insurance in the State of Arizona. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the County from potential insurer insolvency. E. Verification of coverage: County shall furnish the State of Arizona with certificates of insurance (ACORD form or equivalent approved by the State of Arizona) as required by this Agreement. The certificates for each insurance policy are to be signed by an authorized representative. All certificates and endorsements are to be received and approved by the State of Arizona before the lease term commences. Each insurance policy required by this Agreement must be in effect at or prior to the commencement of the Lease and must remain in effect for the duration of the Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide timely evidence of renewal will be considered a material breach of the Lease. If any of the coverage’s are self-insured provide statement of your current self-insured limits. All certificates required by this Agreement shall be sent directly to the Lessor. The State of Arizona Department, lease agreement number and location description are to be noted on the certificate of insurance. The State of Arizona reserves the right to require complete, certified copies of all insurance policies and endorsements required by this Agreement at any time. F. Approval: Any modification or variation from the insurance requirements in this Lease shall be made by the Leasing agency in consultation with the Department of Administration, Risk Management Division. Such action will not require a formal Lease amendment, but may be made by administrative action. - 7 - C-11-04-001-4-01 L-7198 EXHIBIT B CONTRACTOR AND SUB CONTRACTORS INSURANCE REQUIREMENTS Indemnification County shall cause its contractor(s) and subcontractors, if any, to indemnify, defend, save and hold harmless the State of Arizona, any jurisdiction or agency issuing any permits for any work arising out of this Agreement, and their respective directors, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of (insert name of other governmental entity)’s contractor or any of the directors, officers, agents, or employees or subcontractors of such contractor. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of such contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by such contractor from and against any and all claims. It is agreed that such contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. Insurance requirements for any contractors used by a party to the intergovernmental agreement: The insurance requirements herein are minimum requirements and in no way limit the indemnity covenants contained in the Intergovernmental Agreement. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the governmental entity or Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, his agents, representatives, employees or subcontractors, and Contractor and the governmental entity are free to purchase additional insurance. A. Minimum scope and limits of insurance: Contractor shall provide coverage with limits of liability not less than those stated below. 1. Commercial General Liability – Occurrence Form Policy shall include bodily injury, property damage, personal and advertising injury and broad form contractual liability. • General Aggregate $2,000,000 • Products – Completed Operations Aggregate $1,000,000 • Personal and Advertising Injury $1,000,000 • Blanket Contractual Liability – Written and Oral $1,000,000 • Damage to Rented Premises $ 50,000 • Each Occurrence $1,000,000 a. The policy shall be endorsed (blanket endorsements are not acceptable) to include the following additional insured language: “The State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the - 8 - Contractor.” Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract. (Note that the other governmental entity(ies) is/are also required to be additional insured(s) and they should supply the Contractor with their own list of persons to be insured.) b. Policy shall contain a waiver of subrogation endorsement (blanket endorsements are not acceptable) in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 2. Business Automobile Liability Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in the performance of this Contract. • Combined Single Limit (CSL) $1,000,000 a. The policy shall be endorsed to include the following additional insured language: “The State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor, involving automobiles owned, leased, hired or borrowed by the Contractor.” Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract. b. Policy shall contain a waiver of subrogation endorsement in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. c. Policy shall contain a severability of interest provision. 3. Worker's Compensation and Employers' Liability • Workers' Compensation Statutory • Employers' Liability Each Accident $ 500,000 Disease – Each Employee $ 500,000 Disease – Policy Limit $1,000,000 a. Policy shall contain a waiver of subrogation endorsement (blanket endorsements are not acceptable) in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. b. This requirement shall not apply to: Separately, EACH contractor or subcontractor exempt under A.R.S. § 23-901, AND when such contractor or subcontractor executes the appropriate waiver (Sole Proprietor/Independent Contractor) form. B. Additional insurance requirements: The policies are to contain, or be endorsed (blanket endorsements are not acceptable) to contain, the following provisions: - 9 - 1. The Contractor's policies shall stipulate that the insurance afforded the Contractor shall be primary insurance and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S § 41-621 (E). 2. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of its Contract with the other governmental entity(ies) party to the IGA. C. Notice of cancellation: With the exception of (10) day notice of cancellation for non-payment of premium, any changes material to compliance with this contract in the insurance policies above shall require (30) days written notice to the State of Arizona. Such notice shall be sent directly to the Department and shall be sent by certified mail, return receipt requested. D. Acceptability of insurers: Contractors insurance shall be placed with companies duly licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII or duly authorized to transact Workers’ Compensation insurance in the State of Arizona. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. E. Verification of coverage: Contractor shall furnish the State of Arizona with certificates of insurance (ACORD form or equivalent approved by the State of Arizona) as required by this Contract. The certificates for each insurance policy are to be signed by an authorized representative. All certificates and endorsements (blanket endorsements are not accepted) are to be received and approved by the State of Arizona before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract. All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description are to be noted on the certificate of insurance. The State of Arizona reserves the right to require complete, certified copies of all insurance policies required by this Contract at any time. F. Subcontractors: Contractor's certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to the State of Arizona separate certificates for each subcontractor. All coverage for subcontractors shall be subject to the minimum requirements identified above. G. Approval: Any modification or variation from the insurance requirements in any Intergovernmental Agreement must have prior approval from the State of Arizona Department of Administration, Risk Management Division, whose decision shall be final. Such action will not require a formal contract amendment, but may be made by administrative action. - 10 -