Amazon Transit Station Site Lease Page 2 <br />lawful agency, promptly and before any, such taxes, assessments, levies and other charges <br />become delinquent. <br />d. Any insurance premium paid by the City under the terms of this agreement. <br />All rent payments are due on January 2 of each year. Invoices for such payments shall be <br />received by the District on or before December 10. Exhibit B`shows the calculation for the rent <br />due on January 2, 1998, based on raw land market values and maintenance costs that existed on <br />July 1, 1996. Those values remain the basis of the rent until updated by revisions of Exhibit B; <br />the latest revision shall.supercede all Exhibit B's in this agreement. The City shall <br />submit any revision in values and costs to the District by November 1 of any year in which the <br />rent amount is recalculated. <br />5. Termination. Either party. shall have the right to terminate this lease with a 30 day notice <br />if and at such time as said real property is not being used for mass transit purposes, or if the <br />parties are unable to agree on the amount of rent to be charged for use of the described property <br />as provided in Paragraph 4 above. <br />6. Improvements. Should this lease be terminated by the City pursuant to Paragraph 5 <br />above, the District agrees that all structures and improvements located on the premises shall <br />become the sole property of the City, subject to any rights of the United States of America and <br />the State of Oregon in and to said structures and improvements if and when they are no longer <br />used for mass transit purposes. <br />7. Assignment and Sublease. The District shall have no right or power to assign this lease <br />nor to underlet any portion of the demised premises nor to grant any licenses for the use thereof <br />without the written consent of the City. The City agrees. not to withhold such consent <br />unreasonably. However, any legal successor to the District; which is a public service body, shall <br />have the unqualified option to continue this agreement in full as if it had been assigned to the <br />District. Such option shall be exercised in writing within sixty (60) days after such successor has <br />authority to so elect. <br />8. District Liability. The District agrees to defend, indemnify and hold the City harmless <br />from and against all claims and demands for loss or damage arising out of or in any way <br />connected with the District's use and occupancy, including construction, of the Property, except <br />as described in Paragraph 9 below. <br />9. The City agrees to defend, indemnify and hold the District, it officers, directors, agents <br />and employees harmless from and against all claims and demands for loss or damage arising out <br />of or in any way connected with the landscaping or the irrigation systems on the Property, or any <br />act or omission of the City on or about the property. <br />