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~ ' ~ ~ ' ~ ' ' EXHIBIT 18 Letter of Agreement This letter of agreement is entered into between Marion County (county) and Dan Berrey, P.C., herein in after known as the Project coordinator. It is understood that Mr. Berrey will have the option to have his interest assigned to a Sub Chapter S Corporarion formed by him for the development of this project that will be owned by him. Purnose: The purpose of this letter is to outline the terms and intent of the parties as it relates to development of the project known as "Courthouse Square." This agreement defines the interim relationship between the county and the project coordinaior until such time as the financial feasbility of the project is deter.~ined and all necessary funding (local and federal) is secured. It is further understood that the county is acting on behalf of the Salem Area Transit District (transit), a local government "partner" in this joint venture. The project coordinator was selected using a RFP process for the purpose of providing the county with financial, architectural and construction services. proJect: Courthouse Square is a joint development project that envisions a"partnership" between the county, transit and a private development team. The project will comprise of a transit center mall and related offices, appro~imately 75,000 gross sq. ft. of county office space, and may include?5,000 to 30,000 gross sq. ft. of ~ound floor Office / Retail Service space and parldng for at least 250 vehicles, to meet Marion Counties needs. In addition, the project ma.y include additional private office space to be leased untii such time as the county needs the space for future growth. The project will contain up to 190,000 gross square feet. Transit has tentatively committed at least $7 million to the project. The county anticipates a federal demonstration grant of $3,766,026. The county also provides the value of its property ownership on the Senator Block. The City of Salem has tentarively offered up to $2,000,000 in urban renewal funds for the project. The project coordinator gilLoffer up to ~3.0 million in private iavestment capital, if needed, which can be used to lower the count~s debt service and affiual lease rate. It is anticipated that the county wiIl use tax exempt financing (C.O.P.'s) to finance their share of the project. Agreement• On July 3, 1996, the Boazd of Commissioners authorized the director of general services to proceed with negotiations with Dan Berrey of The Prudential Real Estate Professionals. Mr. Berrey is hereby designated as the project coord'mator for the Courthouse Square project. It will be further understood that he will be the project coord'mator whether the project is built with a portion being private ownerslup, or solely a public faculty. It is understood by all parties that this agreement does not bind the county to proceed with construction of the project. ~ ~