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EXHIBIT E <br /> MEMORANDUM OF GROUND LEASE <br /> This Memorandum of Ground Lease is made as of this of , 2002,by and <br /> between the CITY OF EVERETT, a Washington municipal corporation("Lessor"), and the <br /> EVERETT PUBLIC FACILITIES DISTRICT, a Washington municipal corporation("Lessee"), <br /> who agree as follows: <br /> 1. Lease Term and Premises. Lessor has leased to Lessee, and Lessee has leased <br /> from Lessor, pursuant to a Ground Lease dated as of , 2002 (the <br /> "Lease"), the real property located in the City of Everett, Snohomish County, Washington, <br /> described in Exhibit A attached hereto (the"Premises"), for a term of ( ) years <br /> commencing , 2002. The provisions of the Lease are incorporated therein. <br /> 2. Provisions Binding on Lessor and Lessee. All of Lessor's covenants under the <br /> Lease, both affirmative and negative, are intended to and shall bind Lessor and its successors, <br /> and shall inure to the benefit of Lessee and its successors. All of Lessee's covenants under the <br /> Lease, both affirmative and negative, are intended to and shall bind Lessee and its successors and <br /> shall inure to the benefit of Lessor and its successors. <br /> 3. Purpose of Memorandum. This Memorandum is prepared for the purpose of <br /> recordation to give notice of the Lease. It shall not constitute an amendment or modification of <br /> the Lease. <br /> EXECUTED as of the date first above written. <br /> LESSOR: LESSEE: <br /> CITY OF EVERETT, EVERETT PUBLIC FACILITIES DISTRICT, <br /> a Washington municipal corporation a Washington municipal corporation <br /> By By <br /> Name Name <br /> Title Title <br /> Attachment: <br /> Exhibit A -Legal Description of Premises <br /> E-1 <br /> GROUND LEASE COE--EPFD <br />