Special Project Oversight Committee (SPOC) Report #1

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GROUND LEASE Date: 1997 Lessor: Salem Area Mass Transit District ("Lessor") and Marion County Lessee: Marion County ("Lessee") Lessor leases to Lessee, and Lessee leases from Lessor, the real property (the "Premises") described on Exhibit A attached and incorporated in this Lease by this reference, excluding therefrom the Transit Mall Air Space described in Exhibit A which is expressly reserved by the Salem Area Mass Transit District for its exclusive use and benefit. The foregoing demise is subject, however, to the encumbrances described on Exhibit B attached and incorporated in this Lease by this reference. 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 Pursuant to the terms of a Development Agreement dated , 1997 between Lessors, Lessee intends 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 C and incorporated in this Lease by this reference. It is intended that, upon completion of the construction of the Project, Lessee will file a leasehold condominium declaration, subjecting the Improvements and this Lease to the Oregon Condominium Act. This Lease shall be conditioned on Lessee determining that it is able to obtain bond financing for its portion of the Project cost; the Salem Area Mass Transit District determining that it is able to obtain financing for its portion of the Project cost; the guaranteed maximum price for the Project being within the budget established by the parties; the issuance of governmental approvals and permits; and the approval of the Federal Transit Administration. 1.2 The foregoing condition 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 , 1997, or this Lease shall terminate and 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 cooperate with Lessee in all resQects in connection with satisfying the condition. Lessor shall execute such applications and other instruments reasonably necessary to satisfying the condition, provided that Lessor shall not be required to pay any application fees or incur any other cos~ts or liability in connection with satisfying the condition beyond Lessor's fees for any professional advice Lessor desires. Lessor shall appear as a witness in any legal or administrative proceedmgs to the extent reasonably necessary to satisfy the condition. 1.4 The parties acknowledge that the Project is financed, in part, through a grant from the Federal Transit Administration. The total amount of federal funds under the grant is $ , and the percentage to be expended for the Project is 100%. As a consequence of the Federal participation in the Project, Federal requtrements are applicable to the Project. The Federal requirements are attached as an Addendum to this Lease and Lessee agrees that, in connection with construction of the Improvements and other aspects of the Project contemplated by this Lease, is will comply with the Federal requirements in the ~ Ground I.ease Courthouse Square Page - 1 0919970302