Agenda - Council Work Session - 04/26/2011

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responsible for all personal property taxes attributable to any personal property at the Property. "Taxes" shall not include (a) any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit taxes; provided however, if at any time the method of taxation shall be altered, so that there shall be levied, assessed, or imposed: (i) a tax on the rents received by Landlord, (ii) a fee measured by the rents receivable from the Improvements located on the Property, or (iii) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or in part upon the improvements located on the Property or any portion thereof, then such tax or fee shall be included in the computation of Taxes; or (b) any penalties assessed or levied against Landlord or the Property due to Landlord's failure to timely pay any Taxes. 5.2 Payment of Taxes. Provided that Tenant receives adequate notice that Taxes are due, Tenant shall pay on or before the last day on which payment may be made without penalty or interest, all Taxes payable by Tenant pursuant to Section 5.1. All Taxes assessed or unposed for the fiscal periods in which the term of this Lease commences and terminates shall be apportioned. 5.3 Contests. Tenant has the right to promptly contest or review any Taxes by appropriate proceedings ( "Proceedings "), at its own expense. Tenant may defer payment of any contested Taxes only if, before instituting any Proceedings, Tenant furnishes to Landlord security reasonably satisfactory to Landlord and sufficient to cover the amount of the contested Taxes, with interest and penalties for the period during which the Proceedings may be expected to take. Notwithstanding the furnishing of security (other than a cash deposit), Tenant shall promptly pay any Taxes that were contested if such contest is lost or any charge for which Landlord becomes subject to criminal or any other liability for non - payment; provided that if Tenant has made a cash deposit to Landlord, Landlord may pay any such amounts out of the deposit. When any contested Taxes are paid or cancelled, any balance of any cash deposit not so applied shall be repaid to Tenant without interest. All Proceedings shall be initiated promptly after the imposition or assessment of any contested Taxes. If there is any refund with respect to any contested Taxes based on a payment by Tenant, Tenant shall be entitled to receive it for its own account to the extent of such payment. 6. USE OF PROPERTY. The Property shall only be used for the purpose of commuter parking and bus and passenger drop off and pickup for users of the Northstar Commuter Rail Project and for any incidental purposes related thereto, including but not limited to bicyclists and pedestrians. The Property shall not be used in such manner as to violate any applicable law, rule, ordinance or regulation of any governmental body. Tenant shall not use or permit the use of the Property in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs owners and/or occupants of or causes damage to, neighboring properties. Tenant shall, at its expense, obtain and keep in effect all necessary permits and licenses to operate the Improvements. Landlord specifically reserves the right to use up to two portions of the Property identified on Exhibit E for incidental use, without Tenant's consent, including but not limited to retail use, which provides an amenity to the transit rider, such as a coffee kiosk. Landlord may use more than two portions of such Property identified on Exhibit E for incidental use upon Tenant's consent. 4