Special Project Oversight Committee (SPOC) Report #1

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~ Addendum. The CERTIFICATION REGARDING LOBBYING must be executed before this Lease is considered a valid and binding agreement. Section 2. Construction of the Project Lessee shall construct the Project in accordance with the Development Agreement. In the event of any dispute regarding the design of the Project, the matter shall be resolved in accordance with the provisions of the Development Agreement. In the event that the Development Agreement is terminated, this Lease shall, at the option of either Marion County or the Salem Area Mass Transit District, be terminated following the expiration of 30 days prior written notice to the other. Section 3. Minimum Rent 3.1 Until the construction of the Project is completed and the condominium declaration filed, no Minimum Rent shall be payable with respect to the Premises. Lessee covenants and agrees to pay to Lessor, promptly when due, without notice or demand and without deduction or setoff of any amount whatscever, $ per month as Minimum Rent for the Premises from the date the Building is substantially completed and the Condominium Declaration is filed; and thereafter $ per month. All Rent shall be paid in advance, on the first day of each month during the Term. 3.2 All amounts payable under Section 3.1 above, as well as all other amounts payable by Lessee to Lessor under the terms of this Lease, shall be paid at the office of Lessor set foRh in Section 33.1, or at such other place within the continental limits of the United States as Lessor shall from time to time designate by notice to Lessee, in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment. 3.3 It is intended that the Minimum Rent provided for in this section shall be an absolutely net return to Lessor throughout the Term, free of any expense, charge, or other deduction whatsoever, including all claims, demands, or setoffs of any nature whatsoever. 3.4 Lessee shall also pay without notice, except as may be provided in this Lease, and without ~ abatement, deduction, or setoff, as additional rent, all sums, impositions, costs, and other payments which Lessee in any of the provisions of this Lease assumes or agrees to pay, and in the event of any nonpayment, Lessor shall have (in addition to all other rights and remedies) all the rights and remedies provided for in this Lease or by law in the case of nonpayment of the Minimum Rent. 3.5 On each fifteenth annual anniversary of the Commencement Date of this Lease, the Minimum Rent shall be increased to reflect any increase in the prevailing interest rate or increase in the fair market value of the Premises disregarding the existence of this Lease and any Improvements on the Premises constructed by Lessee. The annual Minimum Rent shall be determined by multiplying the annual prevailing interest rate by the then-fair market value of the Premises. The prevailing interest rate shall mean the rate equal to the Federal Reserve Bank of New York discount rate plus 2% (200 basis points). If the parties cannot agree on the fair market value of the Premises, then the matter shall be settled by final and binding azbitration. Each party shall appoint one of the azbitrators, and, if the parties cannot agree, then a third arbitrator shall be appointed by a presiding judge of the Marion County, Oregon, Circuit Court. All arbitrators shall be MAI certified appraisers expenenced in the appraisal of the fair market value of commercial land in the Salem, Oregon, metropolitan area. Each paRy shall submit its position to the arb~trators, and the jurisdiction of the arbitrators shall be limited to selecting as the prevailing position the value proposed by one of the parties. The losing party shall pay all the costs of the arbitration and the reasonable attorney fees incuned in the arbitration by the prevailing party. Section 4. Use 4.1 Lessee shall use and occupy the premises continuously during the Term for the operation of a first-class of~ce building with associated uses under the name of Courthouse Square. The Premises may not be used for any other purpose, operated under any other name, or be the subject of a change in concept without the written consent of Lessor, which consent shall not be unreasonably withheld. Ground Lease Courthouse Square Page - 2 0919970302