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SECOND ADDENDUM TO PROJECT MANAGEMENT AGREEMENT <br />DATED: Apri12, 1998 <br />BETWEEN: MARION COLINTY, OREGON, a political <br />Subdivision of the State of Oregon and <br />SALEM AREA MASS TRANSIT DISTRICT, <br />a political subdivision of the State of Oregon (together, "Owner") <br />AND: MELVIN MARK DEVELOPMENT COMPANY, <br />an Oregon corporation ("Manager") <br />Owner and Manager are parties to a Project Management Agreement dated June 1, 1997 (the <br />"Agreement"), as amended by an Addendum to Project Management Agreement signed by Marion <br />County on January 28, 1998 (Yhe "First Addendum"). <br />The parties agree as follows: <br />1. Interim Agreement Regarding Termination. For the period of time commencing on April <br />1, 1998, and ending on April 30, 1998, Owner may terminate the Agreement upon 30 days' prior written <br />notice instead of 60 days' prior written notice, as required by Section 1.3.4 of the Agreement. <br />2. Effect of Second Addendum. The Agreement is modified only as set forth in this Second <br />Addendum. Except as expressly modifed, the Agreement remains in full force and effect. The First <br />Addendum is not amended in any respect and remains in full force and effect. <br />IN WITNESS THEREOF, the parties have executed this Second Addendum effective as of the <br />date set forth above. <br />OWNER: MARION COUNTY SALEM AREA <br />BOARD OF COMMISSIONERS MASS TRANSIT DISTRICT <br />Chair <br />Commissioner <br />Commissioner <br />MANAGER MELVIN MARK DEVELOPMENT COMPANY, <br />An Oregon Corparation <br />By: <br />Its: <br />