Melvin Mark- Project Management Agreement

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Oli~~!98 16: ~6 $50a 588 52~7 hfARION C0. COn~. JAN-23-96 15~18 FROM=BALL JAPIIK LLP IDv503 295 1856 PROJECI MANAGEMENT ~G1tEF.MENT DATED: Jua,e 1,1997 BET'VVEFI~T: MARION COUNIY, OREQON, C~ oosioi~ PAGE 6/ 14 ~.~2~;~ ~,~r~~ ~~~~9~ a Polidcai subdivision of the Srate of Oreg+on and SAI.EM AREA MASS TRANSIT DTS112ICT, a politicaI subdiYision of the State of Oregon (~g~~, "0~~.~ AND: MELVII~t MARK DEVELOPMENT COMPANY, an Oregon corporatioa ~`~g~„~ Ovvaer owrLS certain real ProPertY 3mau'n as bIxk 5, SAI-EN~ Marioa Count3', Oregon, togethGr with ali improvements Iocated thereoa (o~~Iecrively, the "Proparty°). ~ Owaer in.teuds to develop thc Properiy by the cons~uction thereen of a m'uced use facility, gcneral~y consis-lit~ of the followiag; (i) a tiartsit maIl and Tran~it Disttict admrnistrative offiees and related Transit dis~ict facilities, including parking fa~i~ities, and office aad retail facilities io be lcased by the ~'r~,sit Disttict to this~d parties, all io be vwaed (~ia a leasehold coadamiaium iate~st) and u~d by the Tr~sit Distri~et in i,ts mass trsasit attd gavernmental op~rations, (ii) CouatY admiaistrahve o~ces and related Co~ry facilities, ~n.cluding parking facilities, and office facilities to be leased or sold by t~e Couaty to tliird partics, all to be owne+d (via a Ie~sehold coadamiz~iurn interest ~~}~ and used by the County in it~ goveramenrat operatioas or i~ased ar so1.d by the Cata~ty to third. parties, and (iii) interim ~tprovements (sach as a pa~ng lot or lan~ing) on a pad of Iand on the north side of the Propsrty int~ded for £u~ure developrr~ent The mixed-use faciIity, during the eo~uctioa thereof aad after completioa of cons-~uctioa, together v,rjt~ a~,~ b~~ ~~~ fixturesy aad equapmeat used, in cozmection with t6e operatioa thereof is he~e~}er referred to as the "Building" and, together with the Praperty, as the "ProJec~" Owner d~sires to engage Maasger to perform cert~am duties in conmect~on with the coast~uction of the ProJect, ~s mote fuliy set fordl herem., and M~,a~er wLShes io accept such engagemen~ upon all the tesms aad coadzdons hereof. NOW, T~REFORE, in considerarion of th~ mutvaI promises of the parti.es set forth in this ProJect Maaagem~nt Agteement (the "Ag~ee~~.t"?, Owner arid Manager agree as fo11ow5: 1. F~~lovment Terta Tenainaaon I.1 Emp~eat O'c~~er he;tebY engaSes Manager exclusively to s~ervis~ the fmal design and cons~ction of the Ptoject for the Term of this Age~nent ~d suthori~es Ivian,ager to exercise, subject to the supecvision of the Qwaer aad upon a~! the t~rm.c and, cond.i,t~ons hereof, such pawers as may be necessary ~d agpropriate for the coas~ucfloa of the Project during the Term_ 014519Q.RED