Everett Public Facilities District 2/28/2002

GROUND LEASE THIS GROUND LEASE (this "Lease") is made and entered into this{--) day of , 2002 (the"Effective Date"),by and between the CITY OF EVERETT, a Washingt municipal corporation("Lessor"), and the EVERETT PUBLIC FACILITIES DISTRICT, a Washington municipal corporation ("Lessee"). RECITALS A. Lessor is the owner of, or will acquire certain real property situated in the City of Everett, Snohomish County, Washington, more particularly described on Exhibit A attached hereto and depicted on the site plan attached hereto as Exhibit B ("Site Plan")both of which Exhibits are incorporated herein by this reference (the "Premises"). There are currently located on the Premises the existing improvements described on Exhibit C attached hereto (the "Existing Improvements"), which the parties agree will be demolished B. Lessor and Lessee have entered into Interlocal Agreements No. 1 and No. 2 dated May 31, 2001, and are parties together with Snohomish County and Snohomish Public Facilities District to the Interlocal Agreement for Development of the Everett Events Center , dated December 20, 2001, which facilitates the finance, design, construction, operation, and maintenance of a new regional center in the City of Everett (the "Interlocal Agreements"). C. Lessor and Lessee are also entering into the Interlocal Agreement between the City of Everett and the Everett Public Facilities District for Financing a Regional Center(the "Interlocal Agreement for Financing"),which contains a financing plan for the acquisition and construction of the Regional Center and the City's participation in such plan. D. Lessee desires to lease the Premises from Lessor, subject to the terms and conditions set forth herein, and to construct, operate and maintain thereon a new building and related improvements, more particularly described in Section 3.1 below (the "Regional Center"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Lessor and Lessee hereby agree as follows: ARTICLE 1 LEASE TERM AND USE Section 1.1 Leased Premises. Subject to the terms,provisions and conditions hereinafter set forth, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, subject to the Lessor acquiring the premises. The Lessor will make the Premises available to the Lessee as acquired. Section 1.2 Lease Term. All obligations of Lessor and Lessee hereunder, other than the payment of Rent by Lessee which shall commence on December 31, 2006, shall be binding on the parties upon the execution of this Lease (the"Effective Date"). Unless sooner terminated under the provisions hereof, this Lease shall be and continue in full force and effect for a term 1 GROUND LEASE COE--EPFD