Agmt22 City County Land Swap Leaseback Agrmt

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18.7 Authorization. Each individual or entity executing this Lease on behalf of Tenant represents and warrants that he or she or it is duly authorized to execute and deliver this Lease on behalf of Tenant and that such execution is binding upon Tenant. 18.8 Surrender. Upon the expiration or other termination of this Lease or Tenant's right to possession of the Premises, Tenant will surrender and vacate the Premises, together with all keys, broom -swept clean and in good condition and repair, reasonable wear and tear excepted, and all personal property (whether owned by tenant or any shelter resident) removed. Conditions existing because of Tenant's failure to perform maintenance, repairs or replacements shall not be deemed "reasonable wear and tear." 18.9 Holding Over; Li uidated Damages. 18.9.1 If, with Landlord's express written consent, Tenant holds over the Premises or any part thereof after expiration or earlier termination of the Term, such holding over shall constitute a month-to-month tenancy on all the other terms and conditions of this Lease. This section shall not be construed as Landlord's permission for Tenant to hold over. Acceptance of Rent by Landlord following expiration or termination shall not constitute a renewal of this Lease or extension of the Initial Term except as specifically set forth above. 18.9.2 If Tenant remains in possession of the Premises after expiration or other termination of this Lease without Landlord's express written consent, Tenant's continued possession shall be on the basis of a tenancy at sufferance and Tenant shall pay as Base Rent during the holdover period an amount equal to $16,000.00 per month (approximately $1.00 psf). The holdover period Base Rent shall be in addition to the liquidated damages amount to be paid by Tenant under Section 18.9.3 below. Base Rent following expiration or earlier termination of the Term shall be due on or before the first day of each month and shall be prorated for any partial month. If Landlord has not received any installment of Base Rent under this Section 18.9 within five (5) days after such amount is due, Tenant shall pay a late charge of ten percent (10%) of the delinquent amount immediately. The Parties agree that this ten percent (10%) late charge represents a reasonable estimate of Landlord's additional costs, including administration and collection costs and processing and accounting expenses ("Delinquency Costs"), caused by the delinquency. 18.9.3 Landlord and Tenant entered into this Lease solely to allow the Tenant to continue operating (directly or indirectly) the existing shelter facility on the Premises until such time (on or about the Expiration Date) at which Landlord must either: (i) provide third -party developer 1548 Maple, LLC (including successors and assigns, "Developer") either fee title to or a right-of-way easement across the Property, including the Premises, vacant and free and clear of this Lease, so that Developer, pursuant to a separate agreement with Landlord and at Developer's sole cost and expense, can construct certain roadway improvements ("Blomquist Street Segments"); or (ii) permit Developer to make an approximately $2.2 Million in -lieu payment to Landlord ("In -Lieu Payment"), in which case Landlord would be responsible for constructing the Blomquist Street Segments at Landlord's sole cost and expense. As Landlord currently estimates it will cost Landlord at least $7.7 Million to itself construct the Blomquist Street Segments, Landlord estimates it will suffer at least $5.5 Million in damages (the difference between the current estimated Blomquist Street Segments cost and the In -Lieu Payment) if Landlord is unable to provide the necessary rights to the Property, including the Premises, to REV: 01-21-2022 SK 17 ATTY/AGR.2022.010 2/City- County Land Swap (Page 23 of 34)