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GROUND LEASE Date: , 1998 Lessor: Salem Area Mass Transit District ("Lessor") 3140 Del Webb Avenue NE Salem, Oregon, 97303-4165 and Marion County Marion County Courthouse, Fifth Floor 100 High Street NE Salem, Oregon, 97301 Lessee: ("Lessee") ~ For the term and on the conditions set forth herein, Lessor leases to Lessee, and Lessee leases from Lessor, the real property described as the northerly 50 feet of Block 5, SALEM, Marion County, Oregon (the Leased Premises ), together with an easement for encroachment of improvements, within an area _ feet above ground level to feet above ground level, over the northerly feet of the remaining portion of Block 5, SALEM, Marion County, Oregon immediately south of and adjacent to the Leased Premises. The Leased Premises, together with the easement, shall be referred to herein as the "Premises." The Premises are leased for a term (the "Term") of 75 years, commencing on the date of this Lease. Lessor and Lessee agree as follows: Section 1.Project Conditions 1.1 Lessee agrees to construct a building (the "Building") and related improvements on, under, and over the Premises. The Building and all the related improvements are referred to in this Lease as the "Project." The Project and any future alterations, additions, replacements, or modifications to the Project during the Term of this Lease are referred to in this Lease as the "Improvements." The preliminary plans and specifications for the Project are attached as Exhibit A and incorporated in this Lease by this reference. This Lease shall be conditioned on Lessee obtaining all necessary governmental regulatory approvals, consultants reports, financing commitments, final plans and specifications, design and construction contracts, and any other approvals, loan and lease commitments, or contracts reasonably determined to be necessary by the Lessor and the Lessee. Lessee agrees to use its good faith best efforts to obtain the foregoing appro~als, reports, commitments and contracts. This Lease is conditioned upon Lessor's prior written approval of Lessee's final design, plans and specifications for the Project. 1.2 The foregoing conditions shall be for the benefit of both parties and must be satisfied or waived by both the parties on or before 5:00 p.m. on , 1999, or this Lease shall thereafter terminate upon the expiration of 30 days prior written notice of nonsatisfaction from either party given to the other, and shall thereafter be of no further force and effect. In such event neither party shall have any further liability under this Lease except for liability accrued before the date of termination. 1.3 Lessor shall execute such applications and other instruments reasonably necessary to obtain required governmental regulatory approvals, provided that Lessor shall not be required to pay any application fees or incur any other costs or liability in connection with such approvals beyond Lessor's fees for any professional advice Lessor desires. Lessor shall appear as a witness in any legal or Ground Lease Courthouse Square Page - 1 r