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SUBLEASE AGREEMENT BETWEEN THE CITY OF SURPRISE AND A NEW LEAF, INC. This Sublease Agreement (“Sublease”) is entered into as ofthe __ day of _October, 2021 (“Effective Date”) by and between the City of Surprise, Arizona, a political subdivision of the State of Arizona, located at 16000 N. Civic Center Plaza, Surprise, Arizona 85374 (“City”), and A New Leaf, an Arizona non-profit corporation, whose business address is 868 East University Drive, Mesa, Arizona 85203 (“Sublessee”). The City and Sublessee may be referred to herein individually as a “Party” or collectively as the “Parties.” Unless otherwise defined herein, capitalized terms used in this Lease shall have the meanings ascribed to them parenthetically or in Section 2.1 of this Lease. RECITALS A. The City has leased certain improved real property being Maricopa County Assessor Parcel No. 501-22-089, located at 12763 N W Grand Avenue, 12779 N W Grand Avenue, and 12785 N W Grand Avenue in Surprise, Arizona (“Property”), from Mustard Seed Ministry, Inc. (“Property Owner”), an Arizona non-profit corporation, pursuant to that certain “Lease Agreement Between the City of Surprise and Mustard Seed Ministry, Inc.” dated September, 1‘, 2021 (“Primary Lease”). The Property is legally described on the attached Exhibit A and is depicted on the attached Exhibit B. B. This Sublease will allow the City and Sublessee, as the City’s subrecipient, to secure public funding, including United States Department of Housing and Urban Development (“US HUD”) Community Development Block Grant (“CDBG”) funds identified in the Catalog of Federal Domestic Assistance (“CFDA”) as Program 14.218, from the United States Government under Title I of the Housing and Community Development Act of 1974 (Public Law 93-383; 42 U.S.C. Ch. 69 § 5301, ef seq.), to fund all or portions of this Sublease, finance the Improvements to the Premises contemplated by this Sublease, and operate a housing support center that would serve the greater Surprise community. Cc, It is the Parties’ intent that this Sublease, and the establishment of the housing support center is in response to the Coronavirus Pandemic (“COVID-19”). President Trump authorized the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), Public Law 116-136 on March 27, 2020. ARTICLE 1 — LEASE OF THE PREMISES § 1.1. Subleased Premises. City hereby subleases to Sublessee and Sublessee hereby subleases from City, upon and in consideration of the terms and conditions 1 contained herein, that portion of the Property located at 12779 and 12785 N W Grand Avenue in Surprise, Arizona, together, with a subsurface easement and right of support for such land and all improvements constructed thereon, consisting of approximately 56,515 square feet, and any and all improvements presently existing thereon, exclusive of the “Church” located at 12763 N W Grand Avenue, situated within the land legally described on Exhibit A and depicted on Exhibit B as the Social Hall and the Residential Facility, which land and improvements are hereinafter called the “Subleased Premises.” The Subleased Premises are subject to, and further described by, the following: A. Other covenants, restrictions, easements, agreements, and reservations of record as of the Effective Date. B. Present and future building restrictions and regulations, zoning laws, ordinances, resolutions and regulations of the City of Surprise and all present and future ordinances, laws, regulations and orders of all boards, bureaus, commissions, and bodies of the City of Surprise and any county, state, or federal authority, now or hereafter having jurisdiction, Cc. The condition and state of repair of the Subleased Premises as the same may be on the Commencement Date. § 1.2. Term. The term of this Sublease shall commence on _November 1, 2021 (“Commencement Date”) and, shall expire the day preceding the fifth (S'") anniversary of the Commencement Date, unless this Sublease is extended or sooner terminated. This Sublease may be extended for an additional three-year term provided the Parties agree to an extension in writing at least six months before expiration of the initial Term. § 1.3. Incorporation of Subrecipient Agreement. The Parties have also executed or will execute a Subrecipient Agreement for “Housing Support Center” (“Subrecipient Agreement”) which is hereby incorporated by reference. Pursuant to the Subrecipient Agreement, City will award some of the City’s Community Development Block Grant (“CDBG”) funding to Sublessee to be used for construction of the Improvements and operation of the housing support center upon the Subleased Premises during the Term of this Sublease. A copy of the Subrecipient Agreement is attached hereto as Exhibit C. ARTICLE 2 — DEFINITIONS § 2.1. Definitions. For the purposes of this Sublease, the following words shall have the definition and meaning hereafter set forth. “Applicable Laws”: As defined in Section 9.1. “Commencement Date”: As defined in Section 1.2. “Enforced Delay”: As defined in Section 28.1. “Event of Default”: As defined in Section 18.1. “Improvements”: As defined in Section 8.2, “Leasehold Estate”: The City’s interest in that certain Lease Agreement Between the City of Surprise and Mustard Seed Ministry, Inc. dated August 17, 2021, and recorded with the Office of the Maricopa County, Arizona Recorder on August 19, 2021 as Doc. No. 2021-0900793 (“Primary Lease”). “ Project”: As defined in Section 10.1. “Property Owner”: Mustard Seed Ministry, Inc. owns the fee interest in the Property, including the Subleased Premises. “Sublease”: This Sublease and any other agreement, written or oral, by which the City gives any person any rights of use or occupancy of or any benefit flowing from the Property, or a portion thereof, including a permit, license or concession, including the Sublease. “Sublessee”: Sublessee and any other sublessee of the City, and its successors and assigns, “Work”: As defined in Section 14.1. ARTICLE 3 — RENT §3.1. Rent Calculation. The rental amount for the social hall building (“Social Hall”) located at 12779 N W Grand Avenue consisting of approximately 4,570 square feet, as depicted on Exhibit B, and the multi-family residential structure (“Residential Structure”) located at 12785 N W Grand Avenue consisting of approximately 5,640 square feet, as depicted on Exhibit B, shall be $0.00 per square foot. The total annual rental payment (“Rent”) shall be $0.00. The total monthly Rent shall be $0.00. § 3.2. Rent Adjustments. The Rent shall remain the same for the Term of this Sublease. ARTICLE 4 — OMITTED ARTICLE 5 — INSURANCE §5.1. Sublessee Obligation to Insure. Sublessee shall procure and maintain for the duration of this Lease, at Sublessee’s own cost and expense, insurance against claims 3 for injuries to persons or damages to property which may arise from or in connection with this Sublease by Sublessee, its agents, subtenants, employees, contractors, licensees, or invitees in accordance with the insurance requirements set forth below: Sublessee agrees to carry, at its expense, property insurance insuring any personal property of Sublessee, from loss arising from fire or other casualty. Sublessee shall also maintain a commercial general liability policy or policies of insurance insuring against any and all losses, claims, demands, or actions whatsoever for injury to or death of any one or more persons or for damage to the Subleased Premises occurring on, or in connection with Sublessee’s use of the Subleased Premises in commercially reasonable amounts that are in keeping with prudent industry practice. The liability policy required to be carried by Sublessee hereunder shall name the City as an additional insured. § 5.2. City Insurance Obligations. The City shall require the Property Owner to procure and maintain for the Term of this Sublease property insurance for the Subleased Premises, including the completed Improvements, insuring it against loss due to fire or other casualty in an amount equal to the full replacement value. § 5.3. Failure to Maintain Insurance. If Sublessee fails or refuses to provide a copy of the certificates for required insurance coverages or any renewal thereof upon request, or otherwise fails or refuses to procure or maintain insurance as required by this Sublease, the City shall have the right, at its election, and without notice, to procure and maintain such insurance. The premiums paid by the City in electing to acquire the insurance shall be due and payable from Sublessee upon demand for payment, If the City should acquire any required insurance not acquired by Sublessee, the City shall give prompt notice of the payment of such premiums, stating the amounts paid and the names of the insurer(s) and insured(s), The lapse or cancellation of any policy of insurance required herein shall be an event of default. No cure of such default can be accomplished unless a new or renewed policy is issued which specifically provides the required coverages for any liability arising during the lapsed or previously uncovered period. ARTICLE 6 — SURRENDER § 6.1. Surrender--Removable Property. Upon the expiration of the Term or on the sooner termination thereof, Sublessee shall peaceably and quietly leave, surrender, and yield up to City all of the Subleased Premises, and shall repair all damage to the Subleased Premises caused by or resulting from the removal of any removable property of Sublessee, if any, normal wear and tear excepted. Sublessee shall not be required to remove any improvements constituting real property except as expressly set forth herein, § 6.2. Waste. Sublessee shall not commit or suffer to be committed any material waste or impairment of the Subleased Premises (it being acknowledged that removal and demolition of any of the existing improvements on the Subleased Premises is expressly permitted only with the advance written consent of City and Property Owner), § 6.3. Title to Improvements. The Parties understand and agree that the City shall hold legal title to any Improvements on the Subleased Premises constructed by Sublessee during the Term. § 6.4. Survival of Provisions. The provisions of this Article 6 shall survive the expiration or any termination of this Sublease. ARTICLE 7 — CITY’S PERFORMANCE FOR SUBLESSEE § 7.1. Cures--Rights, Costs, and Damages. If Sublessee shall default in the performance of any other covenant, agreement, term, provision, limitation, or condition herein contained, City, without being under any obligation to do so and without thereby waiving such default, may remedy such default at the expense of Sublessee, immediately and without notice. Bills for any expense required by City in connection therewith, and bills for all such expenses and disbursements of every kind and nature whatsoever, for enforcing or endeavoring to enforce any right against Sublessee, under or in connection with this Sublease, or pursuant to law, including (without being limited to) any such cost, expense, and disbursements involved in instituting and prosecuting summary proceedings, as well as bills for any property, material, labor, or services provided furnished, or rendered, or caused to be furnished or rendered, by City to Sublessee, with respect to the Subleased Premises done for the account of Sublessee may be sent by City to Sublessee monthly, or immediately, at City’s option, and shall be due and payable in accordance with the terms of said bills and if not paid when due the amount thereof shall immediately become due and payable. ARTICLE 8 — USES AND MAINTENANCE §8.1. Absence of Warranties. Sublessee has leased the Subleased Premises after a visual examination thereof, as well as the title thereto and knowledge of its present uses. Sublessee accepts the Residential Facility in the condition or state in which it is without any representation or warranty, express or implied in fact or by law, by City or Property Owner and without recourse to City or Property Owner, as to the title thereto, the nature, condition, or usability thereof or the use or uses to which the Residential Facility or any part thereof may be put. City acknowledges that the Social Hall and commercial kitchen inside the facility are assumed to be in working order, comply with applicable codes, and ready for occupancy by Sublessee to carry out the scope of work included in the Subrecipient Agreement. City shall be required to furnish any services or facilities or to make any repairs or alterations in or to the Subleased Premises as outlined in Section 8.3. Sublessee hereby assumes responsibility to perform the scope of work outlined in the Subrecipient Agreement. §8.2. Permitted Use. Sublessee and City agree that Sublessee shall have the right to renovate the Social Hall and complete the construction and/or renovation of the Residential Facility and related improvements (collectively, and together with such other improvements to the Subleased Premises made from time to time by Sublessee under this Sublease, the “Improvements”) on the Subleased Premises and to use the Subleased Premises and the Improvements as a housing support center and housing facility in accordance with Applicable Laws and the terms of this Sublease and the Subrecipient Agreement during the duration of the Term, including any extension thereof. Sublessee and City further agree that no structural changes will be made to the Social Hall or the Residential Facility, as depicted on Exhibit B, by the Sublessee without the advance written consent of City and Property Owner. § 8.3. Maintenance, Repairs. Sublessee shall be responsible for routine maintenance, take good care of the Subleased Premises, and keep the landscaping in good condition in accordance with City of Surprise standards and this Sublease, whichever is more stringent. Excluding the rehabilitation described in the Subrecipient Agreement, City shall be responsible for any major repairs to the Subleased Premises that are not considered routine maintenance or wear and tear. Major repairs include but are not limited to, roof repair or replacement, plumbing failure or replacement, HVAC failure or replacement, electrical failure or replacement, and fire suppression failure or replacement, repairs to mitigate water intrusion, structural repairs, and any required site improvements. Upon the issuance of a Certificate of Occupancy for the Residential Facility, City shall be responsible for ali major repairs to the Residential Facility. § 8.4. Utilities. During the Term of this Sublease and any extension thereof, Sublessee shall be responsible for securing and paying for all utility services as deemed necessary to use and occupy the Subleased Premises, including, but not limited to water, sewer, electric, and Internet and telecommunications services. Sublessee shall also arrange and pay for trash collection service for the Subleased Premises. ARTICLE 9 — COMPLIANCE § 9.1. Sublessee Obligations. Sublessee shall assume and perform any and all obligations under this Sublease and the Subrecipient Agreement in accordance with all applicable present and future laws, acts, rules, requirements, orders, directions, ordinances, and/or regulations, ordinary or extraordinary, foreseen or unforeseen, (collectively “Applicable Laws”), concerning the operation of shelter beds/units and a housing support center. § 9.2. Certificate of Occupancy. Sublessee shall obtain any Certificate of Occupancy or similar certificate or permit with respect to the Residential Facility and any additional Improvements performed by Sublessee to the Social Hall, which may at any time be required by any governmental agency having jurisdiction thereof (such certificate or permit being a “Certificate of Occupancy”). Sublessee shall be provided a copy of the current Social Hall Certificate of Occupancy prior to the execution of the Sublease. 6 § 9.3. Construction of Improvements; Management and Operation of Improvements. Sublessee shall ensure that any Improvements carried out by Sublessee or contractors procured by Sublessee are constructed in accordance with Applicable Laws and, following the issuance of a Certificate of Occupancy, shall ensure that the Subleased Premises are prudently managed and operated and kept in good repair, reasonable wear and tear excepted. ARTICLE 10 — CONSTRUCTION AND OPERATION OF IMPROVEMENTS § 10.1. Project. Sublessee and City acknowledge that the initial Improvements to the Subleased Premises are to be tenant improvements by the Sublessee in the Social Hall and completion and/or renovation of the Residential Facility, as depicted on Exhibit B, to create a housing support center and related residential complex on the Premises (“Project”). Sublessee shall enforce all of the terms and conditions relating to the construction and operation of the Project set forth in the Subrecipient Agreement, as well as the requirements set forth in Article 9 of this Sublease. Sublessee shall obtain any required approvals of the final plans and specifications for the Project by any and all federal, state, municipal, and other governmental authorities, offices, and departments having jurisdiction in the matter and shall, upon request from City, provide conformed copies of executed approvals (if any) to City. After the expiration or earlier termination of this Sublease, City may make such alterations or modifications to the Subleased Premises and Improvements as are permitted by Applicable Laws and otherwise comply with the terms of the Primary Lease. ARTICLE 11 — IMPAIRMENT OF TITLE § 11.1. No Liens. Subject to the right of contest and appeal, Sublessee shall not create, or suffer to be created or to remain, and shall discharge any mechanic’s, laborer’s, or materialman’s lien which might be or become a lien, encumbrance, or charge upon the Subleased Premises or any part thereof or the income therefrom. § 11,2. Discharge. If any mechanic’s, laborer’s, or materialman’s lien shall at any time be filed against the Subleased Premises or any part thereof, as a result of improvements made by Sublessee, Sublessee, within thirty (30) days after notice of the filing thereof, shall cause such lien to be discharged of record by payment, deposit, bond, order of court of competent jurisdiction or otherwise (or shall commence and diligently pursue such actions as will achieve such result). Sublessee shall notify City in writing of its action to either satisfy or contest the lien and, if contested, of the matter’s status on a monthly basis until concluded. § 11.3. No Implied Consent. Nothing contained in this Sublease shal! be deemed or construed in any way as constituting City’s express or implied authorization, consent, or request to any contractor, subcontractor, laborer or materialman, architect, or consultant, for the construction or demolition of any improvement, the performance of any labor or services or the furnishing of any materials for any improvements, alterations to or repair of the Subleased Premises or any part thereof. § 11.4. No Agency Intended. The Parties acknowledge that Sublessee is entitled to construct the Improvements. In connection therewith, the Parties agree that Sublessee is not the agent of City for the construction, alteration, or repair of any Improvements which may be constructed upon the Subleased Premises. ARTICLE 12 — INSPECTION § 12.1. Inspection and Entry. City may enter upon the Subleased Premises, or any part thereof, for the purpose of ascertaining their condition or whether Sublessee is observing and performing the obligations assumed by it under this Sublease, all without hindrance or molestation from Sublessee, provided that such entry does not interfere with Sublessee’s business operations and provided that City shall give Sublessee at least seventy-two (72) hours written notice prior to any inspection of any building interior. This limitation upon entry into and upon the Subleased Premises for inspection does not extend to nor limit any entry made by the City of Surprise Police Department, City of Surprise Fire Department, or City of Surprise Code Enforcement for purposes of discharging and exercising their respective official governmental duties. ARTICLE 13 — INDEMNIFICATION § 13.1. Indemnification of City. Sublessee shall indemnify and save City and its officials, employees, and agents (collectively, the “Indemnified Parties”), harmless from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including ptoperty damage, personal injury and wrongful death and further including, without limitation, attorneys’ fees and disbursements, which may be imposed upon or incurred by or asserted against any Indemnified Party by reason of the Sublessee’s performance of its obligations under this Sublease during the Term unless caused by the intentional conduct or misconduct, gross negligence, or active negligence of the Indemnified Party(ies) or a failure to act by the Indemnified Party(ies) when a duty to act is present. The provisions hereof shall survive the expiration or earlier termination of this Sublease. A. Sublessee will hold all goods, materials, furniture, fixtures, equipment, machinery, and other property whatsoever on the Subleased Premises at the sole risk of Sublessee and save the City and the other Indemnified Parties harmless from any loss or damage thereto by any cause whatsoever other than the negligence or willful conduct of City or an Indemnified Party(ies). B. The obligations of Sublessee under this Section shall not in any way be affected by the absence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part to be performed under insurance policies affecting the Subleased Premises. C. If any claim, action ,or proceeding is made or brought against City or any other Indemnified Party(ies), by reason of any event to which reference is made in this Section, then, upon demand by City, Sublessee, at its sole cost and expense, shall resist or defend such claim, action, or proceeding in the name of City and the Indemnified Party(ies), if necessary, by the attorneys for Sublessee’s insurance carrier (if such claim, action or proceeding is covered by insurance), otherwise by such attorneys selected by Sublessee in its absolute discretion. Notwithstanding the foregoing, City may engage its own attorneys to defend it, and the other Indemnified Party(ies) or to assist in its defense at City’s sole expense. ARTICLE 14 — DAMAGE OR DESTRUCTION § 14.1. In the event that all or any portion of the Subleased Premises shall be totally or partially destroyed or damaged by fire or other insurable casualty, Sublessee may choose to terminate this Sublease by providing a written notice of termination to City within sixty (60) days of the casualty event. Alternatively, the Parties may agree to work cooperatively to rebuild or repair the damaged portions of the Subleased Premises using the proceeds of the property insurance held by Property Owner for the Property and other funds, as appropriate and available. In such event, the obligation of the Sublessee to pay Rent under this Sublease for the destroyed or damaged portions of the Subleased Premises shall be abated and suspended during the time between the date of the casualty and the issuance of a Certificate of Occupancy for the rebuilt or repaired portions of the Subleased Premises. ARTICLE 15 — CONDEMNATION § 15.1. Takings. Ifall or any part of the Subleased Premises or any right appurtenant thereto is taken, or there is a change in grade of road or other property abutting the Subleased Premises that adversely affects the use of the Subleased Premises, by any condemning authority, other than the City of Surprise (“Condemning Authority”) (a) in the exercise of any right of eminent domain or condemnation by proceedings or otherwise, or (b) by agreement between Sublessee, City, Property Owner, and/or the Condemning Authority (any such taking or other action, a “Taking”), this Sublease shall terminate with respect to the part of the Subleased Premises so taken, and Sublessee reserves unto itself the right to claim and prosecute its claim in all appropriate courts and agencies for any award or damages based upon loss, damage, or injury to its leasehold interest without impairing any rights of City or Property Owner for the taking or injury to the reversion (subject to and encumbered by this Sublease). If Sublessee or City becomes aware of any actual, contemplated, or threatened Taking, it shall promptly notify the other Party. City shall not settle or compromise any Taking Award without the prior consent of Sublessee, Each party participating in the proceedings shall pay its own expenses. § 15.2. Temporary Taking. If there is a Taking of all or a part of the Subleased Premises for a temporary period, this Sublease shall continue in full force and effect without change as between Sublessee and City, and Sublessee shall be entitled to the entire Taking Award made for such use. ARTICLE 16 — OMITTED ARTICLE 17 — ASSIGNMENT, SUBLETTING, MORTGAGE § 17.1. Transfers by Sublessee. Sublessee shall not effect a transfer, conveyance, assignment, sublease, or other pledge, encumbrance, or disposal of all or a portion of its interest in this Sublease without the prior consent of City (“Transfer”), with such approval to be granted or denied by the City in its absolute discretion. If approved in writing by the City, no Transfer shall be binding upon City unless such assignee or purchaser shall deliver to the City a recordable instrument which contains a covenant of assumption by said assignee or purchaser to such effect, but the failure or refusal of such assignee or purchaser to deliver such instrument shall not release or discharge such assignee or purchaser from its obligations and liability as above set forth. Upon recordation of the assumption instrument, Sublessee shall be released from liabilities and obligations under this Sublease accruing thereafter, and the assignee shall be and become and remain liable for the payment of all rents and other sums payable hereunder and for the due performance of all the covenants, agreements, terms and provisions hereof on Sublessee’s part to be performed throughout the remainder of the Term. The provisions hereof shall be operative for and apply to each subsequent assignment. § 17.2. Subleases. Sublessee shall not sublease the Subleased Premises under any circumstances or for any reason. § 17.3. Obligations of Assignee. If this Sublease is assigned, in whole or in part, City may and hereby is empowered to collect all amounts due hereunder from the assignee. ARTICLE 18 — DEFAULT BY SUBLESSEE § 18.1. Events of Default. The happening of any one of the following events (herein called an “Event of Default”) shall be considered a material breach and default by Sublessee under this Sublease: A. Monetary Defauit. If default shall be made in the due and punctual payment of Rent or any Additional Payments and such default continues for thirty (30) days after written notice thereof to Sublessee; or 10 B. Non-Monetary Default. \f default shall be made by Sublessee in the performance of or compliance with any of the covenants, agreements, terms, limitations, or conditions hereof other than those referred to in the foregoing subsection (A), and such default shall continue for a period of thirty (30) days after written notice thereof from City to Sublessee (provided, that if Sublessee proceeds with due diligence during such thirty (30) day period to substantially cure such default and is unable by reason of the nature of the work involved, to cure the same within the required thirty (30) days, Sublessee’s time to do so shall be extended by the time reasonably necessary to cure the same as reasonably determined by City). § 18.2. Notice and Termination. Upon the occurrence of one or more Event of Default listed in Section 18.1, City at any time thereafter, but not after such default is cured, may give written notice (“Second Notice”) to Sublessee specifying such Event(s) of Default and stating that this Sublease shall expire and terminate on the date specified in such notice, which shall be at least forty five (45) days after the giving of such Second Notice, and, upon the date specified in such Second Notice, this Sublease and all rights of Sublessee under this Sublease shall expire and terminate as though such date were the date originally set forth herein for the termination hereof. In addition, after expiration of the initial Term, Sublessee may terminate this Sublease at any time upon giving the City a written ninety (90) day notice of its intent to terminate. § 18.3. Sublessee Liability. Expiration or termination of this Sublease shall relieve Sublessee of its liabilities or obligations under this Sublease from and after the date of expiration or termination with the exception of those liabilities which by the express terms of this Sublease survive any such expiration or termination. § 18.4. No Implied Waiver. Any failure by City to insist upon the strict performance of any covenant, agreement, term, or condition hereof or to exercise any right or remedy consequent upon a breach hereof, and no acceptance of any payments from Sublessee during the continuance of any such breach, shall constitute a waiver of any such breach or of such covenant, agreement, term, or condition. No covenant, agreement, term, or condition hereof to be performed or complied with by City or Sublessee, and no breach thereof, shall be waived, altered, or modified, except by a written instrument executed by the party to be charged therewith. No waiver of any breach shall affect or alter this Sublease, but each and every covenant, agreement, term, limitation, and condition hereof shall! continue in full force and effect with respect to any other then existing or subsequent breach hereof. § 18.5. Remedies Cumulative. In the event of any breach by Sublessee of any of the covenants, agreements, terms, or conditions hereof, City shall be entitled to enjoin such breach and shall have the right to seek specific performance by Sublessee of its obligations under this Sublease. City may not seek nor shall be entitled to any award of monetary damages from Sublessee, except for payment of unpaid Rent or Additional Payments or any other monetary amount expressly provided for under the terms of this Sublease. ll § 18.6. Specific Performance. If a default is not commenced to be cured within thirty (30) calendar days after service of the notice of default and is not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement, City may, at its option, thereafter (but not before) commence an action for specific performance of the terms of this Sublease pertaining to such default. ARTICLE 19 — DEFAULT BY CITY § 19,1. In the event of any breach by City of any of the covenants, agreements, terms, or conditions hereof, Sublessee shall be entitled to enjoin such breach or seek specific performance of any duty not timely performed by City after written notice to cure. Under no circumstances may Sublessee seek or be awarded monetary damages against City or any elected or appointed official, employee, or agent of the City of Surprise. ARTICLE 20 — UNENFORCEABLE TERMS § 20.1. Severability. City and Sublessee each believes that the execution, delivery, and performance of this Sublease are in compliance with all Applicable Laws. However, in the unlikely event that any provision of this Sublease is declared void or unenforceable (or is construed as requiring either Party to do any act in violation of any applicable law, including any constitutional provision, law, regulation, County or City Code), such provision shall be deemed severed from this Sublease and this Sublease shall otherwise remain in full force and effect; provided that this Sublease shall retroactively be deemed reformed to the extent reasonably possible in such a manner so that the reformed agreement (and any related agreements effective as of the same date) provide essentially the same rights and benefits (economic and otherwise) to the parties as if such severance and reformation were not required. Unless prohibited by Applicable Laws, the Parties further shall perform all acts and execute, acknowledge and/or deliver all amendments, instruments, and consents necessary to accomplish and to give effect to the purposes of this Sublease, as reformed. ARTICLE 21 — NOTICES § 21.1. Notices. Any notice, request, demand, statement, or consent herein required or permitted to be given by either party to the other hereunder, except as pursuant to Article 12, shall be in writing signed by or on behalf of the party giving the notice and addressed to the other parties to the at the address as set forth below: City of Surprise Attn: City Manager 16000 N. Civic Center Plaza Surprise, Arizona 85374 And 12 Seth Dyson Director of Human Services and Community Vitality City of Surprise 16000 N. Civic Center Plaza Surprise, Arizona 85374 City of Surprise Attn: City Attorney 16000 N. Civic Center Plaza Surprise, Arizona 85374 Sublessee: A New Leaf, Inc. Attn: Michael Hughes, Director 868 E. University Drive Mesa, Arizona 85203 Each party may by notice in writing change its address for the purpose of this Sublease, which address shall thereafter be used in place of the former address. Each notice, demand, request, or communication which shall be mailed to any of the aforesaid shall be deemed sufficiently given, served, or sent for all purposes hereunder two (2) business days after it shall be mailed by United States registered or certified mail, postage prepaid, in any post office or branch post office regularly maintained by the United States Government, upon personal delivery, or one business day after deposit with any commercial air courier or express service. ARTICLE 22 — CONDITION § 22.1. Condition of Subleased Premises. Sublessee represents that the Subleased Premises, any sidewalks, the title to the Subleased Premises, parking areas adjoining the same, any subsurface conditions thereof, and the present uses and non-uses thereof, have been examined by Sublessee and that Sublessee accepts the same in the condition or state in which they or any of them may be on the date of the execution of this Sublease, without representation or warranty, express or implied in fact or by law, by City and without recourse to City, as to the nature, condition, or usability thereof or the use or uses to which the Subleased Premises or any part thereof may be put. 13 § 22.2. Quiet Enjoyment. Subject to all of the conditions, terms, and provisions contained in this Sublease, City covenants that Sublessee, upon paying the Rent and Additional Payments and observing and keeping all terms, covenants, agreements, limitations, and conditions hereof on its part to be kept, shall quietly have and enjoy the Subleased Premises during the Term, without hindrance or molestation by City. ARTICLE 23 — ESTOPPEL § 23.1. Estoppel Certificates. City or Sublessee may request, at any time, from one another a certificate evidencing whether or not: A. The Sublease is in full force and effect along with the amount and current status of the Rent and any Additional Payments due hereunder; B. The Sublease has been modified or amended in any respect or describing such modifications or amendments, if any; and Cc. There are any existing defaults thereunder, to the knowledge of the party executing the certificate, and specifying the nature of such defaults, if any. Such certificates shall include such other information as either party reasonably requires. The party receiving such a request shall cooperate with the requesting party and shall deliver a written response within twenty (20) days of such request. ARTICLE 24 — CONSENTS § 24.1. Parties and Notice. Whenever the consent or approval of a party to this Sublease is required or reasonably requested under this Sublease, if they fail to notify the other party in writing within forty-five (45) days (except where a longer period is otherwise specified herein for the giving of such consent or approval) after the giving of a written request therefor in the manner specified herein for the giving of notice, it shall be concluded that such consent or approval has been given. § 24.2. No Unreasonable Withholding. Wherever in this Sublease the consent or approval of either party is required, such consent or approval shall not be unreasonably withheld nor delayed, except where otherwise specifically provided. The remedy of the party requesting such consent or approval, in the event such party should claim or establish that the other party has unreasonably withheld or delayed such consent or approval, shall be limited to injunction or declaratory judgment and in no event shall such other party be liable for a money judgment. 14 ARTICLE 25 — INTENTIONALLY OMITTED ARTICLE 26 — MISCELLANEOUS § 26.1. Right of Cancellation. All parties hereto acknowledge that this agreement is subject to cancellation by City pursuant to the provisions of §38-511, Arizona Revised Statutes, for conflict of interest. § 26.2. City’s Representations and Warranties. City hereby represents, warrants, covenants and agrees that (a) its execution of the Sublease will not violate any agreement to which City is a party; (b) there is no litigation pending against City which would have a material impact on the Subleased Premises, or City's ability to perform its obligations under this Sublease, or with respect to the Subleased Premises; (c) there is no pending taking of the Subleased Premises; (d) other than City and Sublessee there is no tenant or sublessee who would have any right of claim to possession or use of the Subleased Premises; (e) there are no unpaid special assessments touching, concerning, or relating to the Subleased Premises. § 26.3. Sublessee’s Representations and Warranties. Sublessee hereby represents, warrants, covenants and agrees that (a) its execution of the Sublease will not violate any agreement to which Sublessee is a party; (b) there is no litigation pending against Sublessee which would have a material impact on Sublessee's ability to perform its obligations under this Sublease; (c) Sublessee is a non-profit corporation organized and existing under the laws of the State of Arizona that is in good standing with the Arizona Corporation Commission; and (d) that the person executing this Sublease on behalf of Sublessee is fully authorized to do so on behalf of the corporation. § 26.4. Exculpatory Provision — City. Sublessee acknowledges that in the event of a default under this Sublease by City, of any kind or nature whatsoever, Sublessee shall look solely to City for remedy or relief; and that no Surprise City Council Member, elected official, officer, agent, or employee of the City of Surprise shall be liable to Sublessee, or any successor in interest to City, in any way due to a default by City under this Sublease. Nor shall Sublessee look to Property Owner in the event of a default by City. § 26.5. Legal Actions. Any legal action instituted pursuant to this Sublease shall be brought in the County of Maricopa, State of Arizona, or in the Federal District Court in the District of Arizona in Phoenix, Arizona. The prevailing party in such action shall be reimbursed by the non-prevailing party for all costs and expenses of such action, including reasonable attorneys’ fees as may be fixed by the Court. This Sublease shall be construed and enforced in accordance with the laws of the State of Arizona, § 26.6. Entire Agreement. This Sublease, together with its Exhibits and all documents incorporated herein by reference, contains the entire agreement between City and Sublessee and any executory agreement hereafter made between City and Sublessee shall be ineffective to change, modify, waive, release, discharge, terminate, or effect an 15 abandonment of this Sublease, in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination, or the effect of the abandonment is sought. § 26.7. Captions. The captions of Articles and Sections in this Sublease are inserted only as a convenience and for reference and they in no way define, limit, or describe the scope of this Sublease or the intent of any provision thereof. References to Articles and Section numbers are to those in this Sublease unless otherwise noted. § 26.8. Execution and Delivery. This Sublease shall bind City upon its execution thereof. City shall be bound only after it executes and delivers the Sublease to Sublessee. § 26.9. Amendments. This Sublease shall not be amended or modified without the express written consent of City and Sublessee. § 26.10. Exhibits and Incorporation. The following exhibits and schedules, which are attached hereto or are in the possession of the Sublessee and City, are incorporated herein by reference as though fully set forth: Exhibit A -- Legal Description of the Property Exhibit B -- Depiction of Improvements on the Property Exhibit C ~ Subrecipient Agreement ARTICLE 27 — INTENTIONALLY OMITTED ARTICLE 28 — ENFORCED DELAY § 28.1. Enforced Delay; Extension of Time of Performance. Whether stated or not, all periods of time in this Sublease are subject to this Section. Neither Sublessee nor City, as the case may be, shall be considered to have caused an Event of Non-Performance with respect to its obligations under this Sublease (or to have failed to meet any required date of performance) in the event of enforced delay (“Enforced Delay”) due to (1) causes beyond its reasonable control and without its negligent or intentional failure to comply with Applicable Laws, including, but not restricted to, acts of God, acts of public enemy, acts of the Federal, state or local government, acts of the other party, litigation or other action authorized by law concerning the validity and enforceability of this Sublease or relating to transactions contemplated hereby (including the effect of petitions for initiative or referendum), fires, floods, epidemics, quarantine, restrictions, strikes, embargoes, labor disputes, and unusually severe weather or the delays of subcontractors or materialmen due to such causes, act of a public enemy, war, terrorism or act of terror (including but not limited to bio-terrorism or ecoterrorism), nuclear radiation, declaration of national emergency or national alert, blockade, insurrection, riot, labor strike or interruption, extortion, sabotage, or similar occurrence or any exercise of the power of eminent domain, condemnation, or other taking by the action of any governmental body on behalf of any 16 public, quasi-public, or private entity, or declaration of moratorium or similar hiatus directly affecting the Subleased Premises (whether permanent or temporary) by any public, quasi-public or private entity; (2) the discovery of Regulated Substances on, at or affecting the Subleased Premises not disclosed by any applicable environmental assessment or otherwise known by or disclosed to the party or parties affected thereby; the discovery of funerary objects or archaeological resources or artifacts on, at or affecting the Subleased Premises requiring repatriation, study, removal or further acts mandated by federal or state law; or the discovery of Endangered Species on, at or affecting the Subleased Premises; (3) the order, judgment, action, or determination of any court, administrative agency, governmental authority or other governmental body (collectively, an “Order”) which delays the completion of the work or other obligation of the party claiming the delay; or the suspension, termination, interruption, denial, or failure of renewal (collectively, a “Failure”) of issuance of any permit, license, consent, authorization, or approval necessary to Sublessee’s undertakings pursuant to this Sublease, unless it is shown that such Order or Failure is the result of the failure to comply with Applicable Laws or to fully comply with the applicable application requirements by the party claiming the delay; provided, however, that the contesting in good faith of any such Order or Failure shall not constitute or be construed or deemed as a waiver by a party of Enforced Delay; and (4) the denial of an application, failure to issue, or suspension, termination, delay or interruption other than by or from Maricopa County or the Surprise City Council or one of its departments, divisions, agencies, commissions or boards (collectively, a “Denial’’) in the issuance or renewal of any permit, approval or consent required or necessary in connection with City’s or Sublessee’s undertakings pursuant to this Sublease, if such Denial is not also the result of the failure to comply with Applicable Laws or to fully comply with the applicable application requirements by the party claiming the delay. In the event of the occurrence of any such Enforced Delay, the time or times for performance of the obligations of the party claiming delay shall be extended for a period of the Enforced Delay; provided that the party seeking the benefit of the provisions of this Section 28.1 shall, within thirty (30) days after such party knows of any such Enforced Delay, first notify the other party of the specific delay in writing and claim the right to an extension for the period of the Enforced Delay; provided, however, that either party’s failure to notify the other of an event constituting an Enforced Delay shall not alter, detract from or negate its character as an Enforced Delay if such event of Enforced Delay were not known or reasonably discoverable by such party. [SIGNATURE PAGES FOLLOW] 17 SIGNATURE PAGE 1 OF 2 TO LEASE “Sublessee” A New Leaf, an Arizona non-profit corporation By: KAR h " Miclfael Hifighes, Director STATE OF ARIZONA ) ) ss: County of Maricopa ) On this [&@ day of Soptemlsen)—_. 2021, before me personally appeared Michael Hughes, the Director of A NEW LEAF, an Arizona non-profit corporation, for and on behalf of, whose identity was proven to me on the basis of satisfactory evidence to be the person who she claims to be, and acknowledged that she signed the above document on behalf of the corporation. [Affix notary seal here] Notary Public ) Signatures continue on following page. 18 SIGNATURE PAGE 2 OF 2 TO LEASE “City CITY OF SURPRISE By Skip Hall, Mayor ATTEST: Sherry Ann Aguilar, City Clerk APPROVED AS TO FORM: Robert Wingo, City Attorney STATE OF ARIZONA } ) ss: County of Maricopa ) On this day of , 2021, before me personally appeared Skip Hall, the Mayor of the City of Surprise, an Arizona municipal corporation, for and on behalf thereof, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document on behalf of the municipal corporation. [Affix notary seal here} Notary Public 19 Exhibit A to Lease Legal Description of the Property Lot 1 Mustard Seed Ministries Book 1104 Page 44