SUBLEASE

WITH OPTION TO PURCHASE

This Sublease with Option to Purchase (the “Sublease”), is made on ______, 20____, for reference purposes only, by and between______, ____________, ______,hereinafter referred to as "Sublessor", and Desert Gardens RV Park Cooperative, an Arizona non-profit corporation,9668 N Highway 79, Florence, AZ 85132, hereinafter referred to as "Sublessee".

RECITALS

  1. Sublessor entered into a Proprietary Lease with Sublessee on ______, 20__ for Space No. ______(the “Lease”), which is appurtenant to Sublessor’s Membership in the Cooperative.
  1. For and in consideration of the covenants and agreements hereinafter set forth to be kept and performed by Sublessee, Sublessor does hereby sublease unto Sublessee his interest in Space No. ______(the “Space” or “Subleased Premises”) and grants an option to purchase such interest.

Now, therefore, the Sublessor and Sublessee in consideration of the matters hereinafter set forth, agree as follows:

  1. Lease. Sublessor is the “Member” or “Lessee” of the Space by virtue of that certain Proprietary Lease Agreement dated ______, between Desert Gardens RV Park Cooperative, an Arizona non-profit corporation, as “Cooperative” or “Lessor” and Sublessor (the original Proprietary Lease Agreement and all amendments thereto are collectively referred to herein as the “Lease”). The Lease is attached hereto as Exhibit A and incorporated herein by this reference.
  1. This Sublease is and at all times shall be subject and subordinate to the Lease.
  1. During the term of this Sublease, Sublessee does hereby agree to perform with

respect to the Subleased Premises and comply with all the obligations and responsibilities of the Sublessor under the Lease.

  1. Term. The term of this Sublease shall be for the period commencing on January 1, 2018 and shall continue for ten (10) years or until terminated by either party as hereinafter provided.
  1. Rent. Sublessee agrees to pay the Sublessor rent in the amount of Two Thousand Nine Hundred Eighty Dollars and 59/100 ($2,980.59) per year. Such rent shall be due and payable on or before December 31, 2018 and each Dec. 31 thereafter.
  2. Early Termination. Each party to this Sublease, without prejudice to any other rights or remedies, may terminate this Sublease, with cause including, but not limited to any violation of the Lease or this Sublease, at any time upon providing the other party no less than sixty (60) days written notice of its intent to terminate. The Sublessor, however, has the right to terminate this Sublease immediately, without notice, if the Sublessor determines that waste, nuisance or unlawful activity is occurring on the Subleased Premises as a result of Sublessee’s activities or lack of effective oversight of the Subleased Premises.
  1. Use of Subleased Premises. Sublessee’s use of the Subleased Premises shall, at all times, comply with the Lease and all applicable laws, rules and regulations. Sublessee shall not allow any waste or nuisance on the Subleased Premises, or use or allow the Subleased Premises to be used for unlawful purposes.
  1. Utilities. Sublessee agrees to be solely responsible for the cost of all electrical, telephone, water, sewer and cable or satellite television or other charges to the Space. Sublessee acknowledges that there exists an easement for the utilities to the Resort and to the Space.
  1. Repairs, Maintenance and Improvements. Sublessee shall keep the Space in good repair and shall be solely responsible for the maintenance and repair of any travel trailer, other recreational vehicle unit, park model and any improvements made to the Space.
  1. Entry and Inspection. Sublessor reserves the right to enter on the Subleased Premises at reasonable times and upon reasonable notice to Sublessee to inspect the Subleased Premises.
  1. Insurance and Indemnity. Sublessee shall procure and maintain in force at its expense during the term of this Sublease any and all insurance required by the Lease. Sublessee agrees that Sublessor shall not be liable for loss or damage to the personal property of Sublessee, Sublessee’s invitees or of any person in or about the Space, nor shall Sublessor be liable for liability or damage claims for injury to persons or property from any cause relating to Sublessee’s use of the Subleased Premises. Sublessee shall defend, indemnify and hold Sublessor harmless for and against all liabilities, causes of action, claims, damages, demands, costs, penalties and expenses (including reasonable attorney’s fees and expenses incurred in the defense thereof) resulting from any injury to person or property or from loss of life sustained in or about the Subleased Premises, unless such damage or injury results from the intentional misconduct or gross negligence of Sublessor and Sublessee agrees to hold Sublessor harmless from, and indemnify Sublessor against, any and all injury, loss or damage of whatever nature, to any person or property caused by, or resulting from any act, omission, or negligence of Sublessee or any agent of Sublessee. In addition, Sublessee hereby releases Sublessor from any and all liability for any loss or damage caused by fire or any of the extended coverage casualties, unless such fire or other casualty shall be brought about by the intentional misconduct or gross negligence of Sublessor.
  1. Assignment. Sublessee shall not assign or sublease the Subleased Premises. An

unauthorized assignment, sublease, or license to occupy by Sublessee shall be void.

  1. Option to Purchase. At the expiration of the term of this Sublease, and provided that Sublessee is not in default under the terms of this Sublease, Sublessee shall have the option to purchase the Lease and accompanying Cooperative Membership from Sublessor (“Purchase Rights”) for the purchase price of One Dollar and 00/100 ($1.00) (“Purchase Price”), subject to the terms and conditions set forth below.
  1. Sublessee may exercise the Purchase Rights by providing Sublessor with an executed written notice thereof at least ten (10) days prior to the date on which the option will be exercised.
  1. If Sublessee elects to exercise the Purchase Rights, the parties shall execute any and all documents to transfer the Lease and Membership to Sublessee.
  1. If Sublessee exercises the Purchase Rights, this Sublease shall terminate upon the close of the purchase and Sublessor and Sublessee shall have no further obligations under the terms of this Sublease.
  1. Breach by Sublessee. The appointment of a receiver to take possession of the assets of

the Sublessee, a general assignment for the benefit of the creditors of Sublessee, action taken or allowed to be taken by Sublessee for protection under any bankruptcy act, or the failure of Sublessee to comply with each and every term and condition of this Sublease shall constitute a breach of this Sublease. Except as otherwise set forth herein, Sublessee shall correct any breach within ten (10) days after receipt of written notice from the Sublessor, or if the corrections cannot reasonably be made within the ten (10) day period, Sublessee shall have a reasonable time to correct the default if action is commenced and thereafter diligently pursued by Sublessee within ten (10) days after receipt of the notice.

  1. Breach by Sublessor. In the event of a breach of this Sublease by Sublessor, Sublessee’s sole and exclusive remedy shall be to terminate this Sublease.
  1. Attorney Fees. If either party files an action to enforce any covenant, promise or condition contained in this Sublease, or for breach of any covenant or condition hereof, the prevailing party shall be awarded its reasonable attorneys’ fees for the services of the prevailing party’s attorney in the action, in an amount to be fixed by the court or agreed upon by the parties.
  1. Time of Performance. Time is of the essence of this Sublease and each and every

covenant, term, condition and provision hereof.

  1. Waiver. The failure of the Sublessor or Sublessee to insist in any one or more instances

on performance of any of the terms or conditions of this Sublease or to exercise any right or privilege contained herein shall not be considered as thereafter waiving such terms, conditions, rights or privileges, and they shall remain in full force and effect.

  1. Governing Law; Venue. The terms and conditions of this Sublease shall be governed by and interpreted in accordance with the laws of the State of Arizona. Any action at law or in equity brought by either party for the purpose of enforcing a right or rights provided for in this Sublease shall be tried in a court of competent jurisdiction in Pinal County, State of Arizona. The parties hereby waive all provisions of law providing for a change of venue in such proceeding to any other county.
  1. Entire Agreement. This Sublease represents the entire agreement between Sublessor

and Sublessee and supersede all prior negotiations, representations or leases, either express or implied, written or oral. It is mutually understood and agreed that no alteration or variation of the terms and conditions of this Sublease shall be valid unless made in writing and signed by the parties hereto. Written and signed amendments shall automatically become part of this Sublease, and shall supersede any inconsistent provision therein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and supplementary.

  1. Illegality. If any part, term or provision of this Sublease shall be held illegal, unenforceable or in conflict with any law, the validity of the remaining portions and provisions hereof shall not be affected.
  1. Notice. Whenever either party needs to deal with the other or give written notice to the

other, said notices shall be delivered to the parties as follows:

To Sublessor:To Sublessee:

______Desert Gardens RV Park Cooperative

______PO Box 2968

______Florence, AZ 85132

Signed this _____ day of ______, 20__.

SUBLESSOR:SUBLESSEE:

______

Desert Gardens RV Park Cooperative

Its: ______

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