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Lease No. L-7519
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LAND LEASE AGREEMENT
between
MARICOPA COUNTY
and
MARICOPA COUNTY LIBRARY DISTRICT
This Land Lease Agreement, hereinafter referred to as “Lease”, is made and entered into by and between
Maricopa County, a political subdivision of the State of Arizona, hereinafter referred to as "Lessor", and
Maricopa County Library District, a political taxing subdivision of the State of Arizona, hereinafter
referred to as "Lessee". Lessor and Lessee are collectively referred to herein as the “Parties”, or
individually as a “Party”.
1.
PREMISES AND IMPROVEMENTS.
1.1
Leased Premises. Lessor owns approximately 1.9 acres of that certain real property located at
the southwest corner of 27th Avenue and West Durango Street, Phoenix, Arizona 85009 (“Premises”) and
as depicted on Exhibit A, attached hereto and made a part hereof, which Lessor hereby leases to Lessee
and Lessee hereby leases from Lessor. Lessee intends to construct a building on the Premises to be used
as a Maricopa County Library District warehouse. Any improvements constructed or made by Lessee on
or to the Premises, including the Improvements, defined below, shall be included in the definition of
Premises.
1.2
Use of Premises. Lessee shall have exclusive use of the Premises. Lessee shall have access to the
Premises twenty-four (24) hours per day, seven (7) days per week, including recognized County holidays
during the term of the Lease.
1.3
Personal Property. All Lessee furniture, trade fixtures and equipment brought onto or placed
on the Premises are the personal property of Lessee (“Lessee Personal Property”) and Lessee shall
retain title to said Lessee Personal Property.
1.4
Improvements. Lessee shall exclusively utilize Lessor’s Facility Management Department
(“FMD”) for construction and alteration of any improvements and be responsible for permitting, if
required, procurement, construction, project management and delivering the improvements described and
depicted on Exhibit B (“Improvements”), attached hereto and made a part hereof. All Improvements
shall be owned by Maricopa County.
(a) Lessee through FMD, at its sole cost and expense, shall, if required, produce construction plans
for the Improvements, submit the plans to all required permitting agencies with jurisdiction and
obtain all required permits and approvals for construction of the Improvements. Lessee shall be
solely responsible for identifying all required permits and approvals.
(b) All Improvements and construction shall be performed in a good and workmanlike manner in full
compliance with all applicable federal, state and local rules, regulations, codes and ordinances
including, but not limited to, health, building, zoning, fire and safety codes, all applicable
environmental statutes, regulations and ordinances, the Americans with Disabilities Act of 1990,
A.R.S. §§ 9-499.02, 41-1492 through 41-1492.11, the Architectural Barriers Act of 1968, and the
Uniform Federal Accessibility Act of 1983. Lessee shall also ensure that all activities (operations
and/or construction) are in compliance with all applicable federal, state and local air quality and
environmental laws, regulations or policies.
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(c) All construction materials shall be new and shall be subject to industry standard warranties. Upon
completion of the Improvements, Lessee, through FMD, shall obtain final building inspections
and approvals if required and a certification from the architect that all such work was constructed
in substantial conformity with the applicable plans and specifications if required. Notwithstanding
the foregoing, Lessee shall undertake to remedy, at no expense to Lessor, those building code
violations or other violations of applicable law (if any) resulting from Lessee’s failure to initially
construct the Improvements in accordance with applicable building codes and other applicable
laws in effect at the time of permit issuance, of which violations Lessee receives a written
violation notice from Lessor or any governmental authority.
(d) Prior to the commencement of construction of the Improvements, if required, Lessee in
cooperation with FMD, shall ensure any third-party contractor has purchased, and maintains
throughout construction, all standard insurance coverage at levels standard in the industry from a
company or companies duly licensed by the State of Arizona and require any subcontractors to
maintain equivalent insurance based in their trade and participation in the work.
(e) NOTICE IS HEREBY PROVIDED that the staff of Maricopa County’s Real Estate Department
does not have the authority to perform technical review or approval of any plans or work
performed to construct the Improvements. Lessee also acknowledges that the staff of Maricopa
County’s Real Estate Department does not have the authority or ability to issue permits or licenses
that may be required to be obtained pursuant to this Agreement or other permitting or licensing
agency requirements, and the determination of whether Lessee is in compliance with the
permitting and licensing requirements lies with the respective permitting or licensing agency. The
execution of this Lease shall not be considered approval of any permit or license by Maricopa
County.
(f) The term “Substantially Completed or Substantial Completion” or any grammatical variation
thereof, when used in this Lease, shall mean that the Improvements have been completed and
received a certificate of occupancy.
(g) Lessor hereby designates Seth Bouman, who can be reached at Seth.Bouman@Maricopa.Gov or
by phone at 602-372-0563, as its representative and agent for the purpose of receiving notices,
reviewing submittals and issuing requests for changes to the proposed Improvements and for
Lessee review of the Improvements. Lessee hereby designates Jeremy Reader, Director, who can
be reached at jeremyreeder@mcldaz.org or by phone at 602-652-3030, as its representative and
agent for the purpose of receiving notices, reviewing submittals and requests for changes to the
proposed Improvements.
2.
TERM.
2.1
Effective Date. This Lease shall be effective upon full execution by the Parties (“Effective
Date”). As of the Effective Date, Lessee and its employees, agents, contractors, subcontractors, engineers,
consultants, suppliers and other representatives, and their respective employees, shall be permitted to
enter and occupy the Premises.
2.2
Term. The initial term of this Lease shall commence on the issuance of a certificate of occupancy
and shall be for a period of twenty-five (25) years (“Term”), unless terminated earlier as provided for
herein. Upon issuance of a certificate of occupancy, Lessor and Lessee agree to sign a Term
Commencement Date Memorandum in the form as shown on Exhibit “C” attached.
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2.3
Options to Renew. Upon mutual written agreement, the Term of this Lease may be extended for
one (1) additional term of twenty-five (25) years (“Renewal Term”). Should Lessee desire to renew this
Lease, Lessee shall give Lessor written notice at least one hundred and eighty (180) days prior to the
expiration date of the Term (“Notice”).
3.
CONSIDERATION.
3.1
Rent. Rent shall be ten (10) dollars per year for the entire Term, and ten (10) dollars per year
for an additional term, which sum shall be payable in advance within thirty (30) days of the Effective
Date.
4.
INSURANCE. Lessee represents and Lessor acknowledges that Lessee is self-insured. Lessee
shall provide Lessor with a Letter of Self-Insurance upon request.
5.
MAINTENANCE/ MISCELLANEOUS. Lessee, through FMD, at its sole cost and expense,
shall provide all necessary maintenance services to the Premises throughout the Term or Renewal Term
of this Lease or any extensions thereof. Lessee shall maintain the structure of the Improvements and
Premises in good repair and shall correct any hazardous conditions existing as the result of any structural
defect or unsoundness and any unsafe condition. The term “structure” as used herein, includes walls,
roofs, floors, foundations, stairways and exterior sidewalks. Lessee shall also keep all utility, mechanical,
plumbing, electrical, HVAC (heating, ventilation, and air-conditioning) systems serving the
Improvements operational and in a state of good repair. Lessee, through FMD, shall further keep the
exterior grounds of the Premises clean and free from trash and other rubbish.
6.
RETURN OF PREMISES. At the expiration or termination of the Agreement, Lessee will leave
the Premises and Improvements in a good and clean condition, normal wear and tear excepted.
7.
ASSIGNMENT. Lessee will not assign this Lease or sublet the Premises or Improvements
without the prior written consent of Lessor, which consent shall not unreasonably be withheld. This Lease
shall be binding upon the Parties hereto and their respective heirs, successors and assigns.
8.
ENTRY. Lessor shall have the right, but not the obligation, to inspect the Premises and
Improvements at reasonable times after reasonable notice to Lessee. Lessor shall also have the right of
entry without notice in the event of an emergency that may, in the Lessor’s sole discretion, endanger the
life or safety of the building and/or its occupants.
9.
NOTICE. All notices herein required shall be in writing and sent via email, certified mail with
return-receipt requested, overnight by a nationally recognized delivery service (e.g. Federal Express,
UPS) with confirmation receipt requested or hand delivered as follows:
Lessor:
Maricopa County Real Estate Department
Attn: Director
2801 W. Durango Street
Phoenix, AZ 85009
Lessee:
Maricopa County Library District
Library Administration
9330 East Riggs Road
Sun Lakes, AZ 85248
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10.
NOTICE OF SALE. If the Premises is sold during the Term, Renewal Term or extension of the
Lease, Lessor shall notify Lessee in writing, via certified mail, within thirty (30) days of the transfer date.
11.
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 are caused by the willful misconduct or gross negligence of the indemnitor, its officers, officials,
agents, employees, or volunteers.
12.
TERMINATION.
12.1 Conflicts. This Agreement is subject to A.R.S. § 38-511 and may be canceled by Lessee pursuant
thereto without any penalty or liability to either Party.
12.2 Non-Appropriation of Funds. This Lease may be terminated by Lessor or Lessee at the end of
any fiscal year due to non-appropriation of funds without any penalty or liability to Lessor or Lessee.
Each Party’s fiscal year ends June 30th. Each Party and/or any of its employees, agents, officers, directors,
members, successors or assigns hereby waives any and all rights to bring any claim against the other
Party or its employees, agents, officers, directors, members, successors or assigns from or relating in any
way to that Party’s termination of this Agreement pursuant to these Sections 12.1 and 12.2.
12.3 General Termination. The Parties may terminate this Agreement by mutual written agreement.
13.
DEFAULT; REMEDIES.
13.1 Lessee Default. Each of the following shall constitute a material breach of this Lease and an event
of default by Lessee (“Lessee Event of Default”) hereunder:
(a) Lessee’s failure to pay any consideration or any other dollar amount under this Agreement when
due, where such failure shall continue for a period of ten (10) business days after Lessee receives
written notice thereof from Lessor.
(b) Lessee’s failure to observe or perform any of the material covenants, conditions or provisions of
this Lease to be observed or performed by Lessee, other than as described in Section 13.1(a),
where such failure shall continue for a period of thirty (30) days after Lessee receives written
notice thereof from Lessor, or such additional period of time thereafter as Lessor and Lessee may
agree in writing and may be reasonably necessary under the circumstances to cure such default if
Lessee commences to cure such default within said thirty (30) day period and thereafter diligently
proceeds to cure such default.
13.2 Lessor Remedies. Upon the occurrence of any Lessee Event of Default and at any time thereafter,
Lessor may terminate this Lease. Further, upon any occurrence of any Lessee Event of Default, Lessor
may, but shall not be required to, exercise any remedies now or hereafter available to Lessor at law or in
equity.
13.3 Lessor Default. Each of the following shall constitute a material breach of this Lease and an
event of default by Lessor (“Lessor Event of Default”) hereunder:
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(a) Lessor’s failure to observe or perform any of the material covenants, conditions or provisions of
this Agreement to be observed or performed by Lessor where such failure shall continue for a
period of thirty (30) days after Lessor receives written notice thereof from Lessee, or such
additional period of time thereafter as Lessor and Lessee may agree in writing and may be
reasonably necessary under the circumstances to cure such default if Lessor commences to cure
such default within said thirty (30) day period and thereafter diligently proceeds to cure such
default.
13.4
Lessee Remedies. In the event Lessor fails to perform any of its material obligations under this
Lease and is in default pursuant to Section 13.3 of this Lease (beyond the expiration of all applicable
notice and cure periods), Lessee may, at its option, terminate this Lease. Further, upon the occurrence of
any Lessor Event of Default, Lessee may, but shall not be required to, exercise any remedies available to
Lessee at law or in equity.
13.5
Attorneys’ Fees and Costs. In the event Lessor or Lessee resort to legal proceedings to enforce
any right under this Agreement or to obtain relief for any default by the other Party, the Party prevailing
in such proceedings shall be entitled to recover from the defaulting Party the costs thereof, including
reasonable attorneys’ fees and costs.
14.
GENERAL.
14.1
Time is of the Essence. Time is of the essence of this Lease. The word(s) “day” or “days” as
utilized in this Lease shall mean calendar days unless expressly stated otherwise. If the date for
performance of any obligation hereunder or the last day of any time period provided herein shall fall on
a Saturday, Sunday or legal holiday, then said date for performance or time period shall expire on the
first day thereafter which is not a Saturday, Sunday or a legal holiday.
14.2
No Partnership or Joint Venture. Nothing contained in this Lease shall create any partnership,
joint venture or other arrangement between Lessor and Lessee. Except and expressly provided herein, no
term or provision of this Lease is intended or shall be for the benefit of any person or entity not a party
hereto, and no such other person or entity shall have any right or cause of action hereunder.
14.3
Venue; Governing Law. The proper venue for any proceeding at law or in equity or under the
provisions for arbitration shall be Maricopa County, Arizona and the Lessor and Lessee hereby waive
any right to object to venue. This Lease shall be construed in accordance with and be governed by the
laws of the State of Arizona.
14.4
Entire Agreement. This Lease, together with any supplemental provisions attached hereto,
constitutes the entire agreement between the Parties and sets forth all of the covenants, promises,
agreements, conditions and understandings between Lessor and Lessee, and there are no covenants
promises, agreements, conditions or understandings, either oral or written, between Lessor and Lessee
other than as set forth herein, and those agreements that are executed contemporaneously herewith. This
Lease shall be construed as a whole and in accordance with its fair meaning and without regard to any
presumption or other rule requiring construction against the Party drafting this Lease. This Lease cannot
be modified or changed except by a written instrument executed by Lessor and Lessee. Lessor and Lessee
have reviewed this Lease and have had the opportunity to have it reviewed by legal counsel.
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14.5
Waiver. Waiver of any breach of any term, conditions or covenant herein contained shall not be
deemed to be a waiver of any subsequent breach of any term, covenant or condition herein.
14.6
Quiet Enjoyment. Lessor covenants that Lessee, upon paying all full service rent as provided
herein and upon complying with all of its other obligations hereunder, shall lawfully and quietly hold,
occupy and enjoy the Premises during the Term, any Renewal Term or extension without hindrance or
molestation by Lessor or by anyone lawfully claiming by, through or under Lessor, subject, however, to
the terms and conditions of this Lease.
14.7
Authority to Execute. Upon Lessor request, no later than the date of full execution of this
Agreement, any individual executing this Agreement on behalf of Lessee shall provide documentation
that he/she is duly authorized to execute and deliver this Lease on behalf of said corporation, person,
firm, partnership or other entity and that this Lease is binding on said entity in accordance with its terms.
14.8
Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
14.9
Headings. Sections and other headings contained in this Lease are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Lease.
14.10 Cooperation. Lessor and Lessee agree to execute and/or deliver to each other such other
instruments and documents as may be reasonably necessary to fulfill the covenants and obligations to be
performed by Lessor and/or Lessee pursuant to this Lease.
14.11 Counterparts. This Lease may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument. Electronic
signatures shall have the same force and effect as original signatures.
14.12 Not Binding Until Signed. Submission of this instrument for examination shall not bind Lessor
or Lessee in any manner, and no lease or obligation on Lessor or Lessee shall arise until this Agreement
is executed and delivered by both Lessor and Lessee.
14.13 Administration of Agreement. The Director of the Maricopa County Library District shall
administer this Agreement for Lessee and the Assistant County Manager for Maricopa County and/or the
Real Estate Director for Maricopa County shall administer this Agreement for Lessor, including
executing documents necessary to administer this Agreement.
14.14 Condemnation. If the whole or any material part of the Premises shall be taken by power of
eminent domain, Lessor shall have the right to terminate this Agreement as of the date possession is
required to be surrendered to the applicable authority by giving Lessee written notice thereof. If any part
of the Premises or parking area is taken, Lessee shall have the right to terminate this Lease upon giving
Lessor written notice thereof.
14.15 Conflict. The Parties to this Lease have chosen attorneys employed by the Civil Services Division
of the Maricopa County Attorney’s Office (“Civil Services Division”) to act as their attorneys for the
purpose of reviewing this Lease. By their signature below, each Party acknowledges that it is aware that
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the Civil Services Division will represent both Parties to this Lease, and each Party expressly waives any
conflict created thereby.
14.16 Immigration. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and
further acknowledge that:
a. Any contractor or subcontractor who is contracted by a Party to perform work under this Lease
shall warrant their compliance with all federal immigration laws and regulations that relate to
their employees and their compliance with A.R.S. Section 23-214(A) and shall keep a record of
the verification for the duration of the employee’s employment or at least three (3) years,
whichever is longer.
b. Any breach of the warranty shall be deemed a material breach of the contract (or subcontract) that
is subject to penalties up to and including termination of the contract or subcontract.
c. The Parties retain the legal right to inspect the papers of any contractor or subcontractor employee
who works under this Lease to ensure that the contractor or subcontractor is complying with the
warranty above and that the contractor agrees to make all papers and employment records of said
employee available during normal working hours in order to facilitate such an inspection.
d. Nothing in this Lease shall make any contractor or subcontractor an agent or employee of the
Parties to this Lease.
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IN WITNESS WHEREOF, the Parties have executed this Lease as of the last date written below.
LESSOR:
Maricopa County, a political subdivision of the State of Arizona
____________________________________
Chairman of the Board of Supervisors
ATTEST:
_______________________________________
Clerk of the Board
Date
APPROVED AS TO FORM:
_______________________________________
Deputy County Attorney
Date
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LESSEE:
Maricopa County Library District,
a political taxing subdivision of the State of Arizona
____________________________________
Chairman of the Board of Directors
ATTEST:
_______________________________________
Clerk of the Board
Date
APPROVED AS TO FORM:
_______________________________________
Deputy County Attorney
Date
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Exhibit “A”
The Property and Premises
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Exhibit “B”Improvements
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Exhibit “C”
Term Commencement Date Memorandum
This Term Commencement Date Memorandum is between Maricopa County, a political subdivision of the
State of Arizona, hereinafter referred to as "Lessor", and Maricopa County Library District, a political
taxing subdivision of the State of Arizona, hereinafter referred to as "Lessee". Licensor and Licensee have
agreed to execute this Term Commencement Date Memorandum to specify the Term Commencement Date of the
Land Lease Agreement, as it relates to Parcel No. 105-17-003M Durango Complex (“Lease”).
NOW, THEREFORE, Lessor and Lessee hereto confirm and agree as follows.
1) The certificate of occupancy for the Improvements was issued on _____________.
2) The initial term of the Lease shall begin on the Term Commencement Date of the Lease, which
is _________________ and shall continue for a period of twenty-five (25) years.
3) Rent of $10.00 for the Premises shall be paid within thirty (30) days of the Effective Date of the
Lease.
4) The expiration date of the Lease is ________________.
IN WITNESS WHEREOF, the Parties have executed this Term Commencement Date Memorandum, as of the
date written below.
Lessor:
Maricopa County, a political subdivision of the State of Arizona
Alex Smith
Date
Director, Maricopa County Real Estate Department
Approved as to Form:
Deputy County Attorney
Date
Lessee:
Maricopa County Library District, a political taxing subdivision of the State of Arizona
Name
Date
Title
Approved as to Form:
Deputy County Attorney
Date
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