Everett Public Facilities District 2/28/2002

expenses of the third arbitrator, if any, and the attorneys' fees and expenses of counsel for the respective parties and of witnesses shall be paid by the respective party engaging such counsel or calling such witnesses. Section 20.3 The arbitrators shall have the right to consult experts and competent authorities skilled in the matters under arbitration, but any such consultation shall be made in the presence of both parties with full right on their part to cross-examine. The arbitrators shall render their decision and award in writing with counterpart copies to each party. The arbitrators shall have no power to modify the provisions of this Lease (although the arbitrators shall not be prohibited from considering other written agreements and facts as evidentiary of the intent and purposes of this Lease) and the jurisdiction of the arbitrators is limited accordingly. Section 20.4 Prior to the commencement of the arbitration hearings, each party shall have the right to conduct discovery proceedings in the manner and within the scope provided for in the Washington Rules of Civil Procedure. ARTICLE 21 MISCELLANEOUS Section 21.1 Applicable Law. This Lease shall be construed and enforced in accordance with the laws of the State of Washington. Section 21.2 Construction. The parties acknowledge that this Lease has been jointly drafted by Lessor and Lessee, following negotiations between them. This Lease shall be construed according to the fair intent of the language as a whole, and not for or against either party. Section 21.3 Pronouns. Pronouns, wherever used herein, and of whatever gender, shall include natural persons and partnerships, corporations and associations of every kind and character, and the singular shall include the plural and the plural the singular of all nouns and pronouns herein wherever applicable. Section 21.4 Severability. If any term, covenant, or condition of this Lease (or part thereof) or the application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the remainder of this Lease (and/or the remainder of any such term, covenant or condition), or the applicability of such term, covenant or condition to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition(or part thereof) of this Lease shall be valid and be enforced to fullest extent permitted by law. Section 21.5 Relationship of Parties. Nothing contained in this Lease shall be construed to create, nor shall either party represent the existence of, a partnership, a joint venture, an association, a corporation, a trust or other entity, nor to constitute either party the agent of the other. 28 GROUND LEASE COE--EPFD