Courthouse Square Agreements (compiled notebook)

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GROUND LEASE ~r` Date: , 1997 ' Lessor: Salem Area Mass Transit District I ("Lessor") and Marion County ' Lessee: Marion County ("Lessee") Lessor leases to Lessee, and Lessee leases from Lessor, the real propertyi (the "Premises") described on Exhibit A attached and incorporated in this Lease by this reference, exclu~ling 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, tol the encumbrances described on Exhibit B attached and incorporated in this Lease by this reference. The P~remises 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 improveme ts 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 modificat ons to the Project during the Term of this Lease are referred to in this Lease as the "Improvements." Th preliminary plans and specifications for the Project are attached as Exhibit C and incorporated in this Leas by this reference. ~ It is intended that, upon completion of the construction of the Project, Lessee wil~ file a leasehold condominium declaration, subjecting the Improvements and this Lease to the Oregon ondominium Act. This Lease shall be conditioned on Lessee determining that it is able to obtain bon~ 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 Proje t being within the budget established by the parties; the issuance of governmental approvals and permits; a d the approval of the Federal Transit Administration. 1.2 The foregoing condition shall be for the benefit of both parties and mjust be satisfied or waived by both the parties on or before 5:00 p.m. on , 1997, or this Le se shall terminate and be of no further force and effect. In such event neither party shall have any further iability under this Lease except for liability accrued before the date of termination. , 1.3 Lessor shall cooperate with Lessee in all respects in connection v~j~ith satisfying the condition. Lessor shall execute such applications and other instruments reasonably necdssary to satisfying the condition, provided that Lessor shall not be required to pay any application fees ~r incur any other costs or liability in connection with satisfying the condition beyond Lessor's fees fo any professional advice Lessor desires. Lessor shall appear as a witness in any legal or administrative ~roceedings to the extent reasonably necessary to satisfy the condition. ! 1.4 The parties acknowledge that the Project is financed, in part, througN 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 Fede~al participation in the Project, Federal requirements 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 mprovements and other aspects of the Project contemplated by this Lease, is will comply with the Federal r quirements in the ~ Ground Lease Courthouse Square Page - 1 0919970302