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CHARTER ~ Courthouse Square Citizen Advisory Committee Purpose: The Marion County Board of Commvssioners and the Board of Directors of the Salem Area Mass Transit District recognize the importance of having ongoing independent advice on technical issues related to the finance, planning, and construction of Courthouse Square for the benefit of the development team and the respective Boards. Advisory Committee Established: There is hereby established a Courthouse Square Citizens Advisory Committee (Committee). The Committee is established as an ad hoc advisory committee with not more than five members. The members serve at the pleasure of the Boaxd of County Commissioners and the Salem Area Mass Transit District Board of Directors. The initial membership of the Committee shall be composed of two members of the SPOC Committee, appointed by both Boards; one member appointed by each Board; and, one member appointed jointly by both Boards. Committee members appointed by one of the Boards may be removed and replaced by action of the appointing Board. All other Committee members may be removed by the action of either Board, and replaced by the action of both Boards. Each Board shall also designate a~oard Member to serve as a Board Liaison to the Committee. The Boards shall jointly designate the Chairperson of the Committee. The Committee and its members shall be subject to the Oregon Public Meetings Law, the Oregon Public R,ecords Law, the Oregon Code of Ethics, the Oregon Conflict of Interest law and (to the same extent as if a Director of the Salem Area Mass Transit District) to the code of ethics adopted by the Salem Area Mass Transit District. Functions of the Committee: The Committee shall consult with and advise the Courthouse Square Joint Coordinating Teaml (Coordinating Team) and both Boards on matters referred to them relating to Courthouse Square Issues. "Courthouse Square Issues" shall mean matters relating to the Courthouse Square project budget, proformas, cash-flow projections, project schedule, value engineering, constructability 1 The Ch2 Joint Coordinating Team is a committee composed of key internal staff members from Marion County and Salem Area Transit, Melvin Mark Co., and Board Liaisons who shall meet regularly to collaborate on key technical and policy issues regarding Courthouse Square. Ch2 Citizen Advisory Committee Chazter 05/21/98 1