Courthouse Square Agreements (compiled notebook)

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5EP.1~.19y~ 1~~2~~~i N0.~1~ P.lli19 ~ 3.3 Permits. The Panies agree to cooperate with one another and with the Project Mtinager and ~o use diligenc, good faith effozts in assisting Project Manager in obtaining all permits and approvals necessary for che consuuction of the Project Improvements. SECTTON 4. DEVELOPMENT QI~' PROP~RTY 4.1 Project Completion; Modifications to Scope of Development. (i) Completion. Subjecc to terms and condicions of this Agreement, the Parties hereby covenant and a~ree to complete the development of tha Property through the construction of the Project Improvements thereon, in accordance with the Plans and ta comply with the Schedule of Performance. (ii) Scope. The Plans may be changed or modifed in such manner and to such extent as may be agreed upon i.n writing by the PaRies. 4.2 Project Manager and the Project Management Agreement. The Parties have entered into the Project Management Agreement with the Project Manager, the terms of which are hereby acknowledged, I~'o P~rty shall be liable for the payment of any portion of the Manager's compensation required to be paid by another Party. The Manager's eompensation shall be a Project Cost to be paid by th~ Pazties according to their Respective Sl~aze as provided in Section 4.3. 4.3 Financing. Th~ County and Transit District shall each pay theu Respective Shares of the Projecc Costs as and when the same ar~ due and payable in accordance with this Agreement, Payment of each Pany's Respective Shaze of Project Costs shall be mad~ as provided in Section 4.5(v) hereof. 4.4 Formation of Review Committee. ~ (i) The partias hereby designate a Review Committee to review and approve matters pertaining to the construction of the Project Improvements and to oversee the vwork done by the Projecc Manger, all as provided herein. (ii) Each Pany shall appoinc ona person to act as its representative on the Review Committee, Eacb Party shall be bound by the consents or approvals of its representative, given in writing, as a member of d~e Raview Committee. (iii) Each member of the Review Committee shsll have authority to act on behalf of its principal in matters within the scope of Re~iew Committee authority, A member of the Review Committee shall s~rve without compensation (except as may be provided by the rnember's principal) and each member shall engage, at the sole expense of the member's principai, any advisors it deems necessary to fulfill its obligations as a membcr of the Review Committee. The cost of such advisors shall aot be considered Project Costs. .. ~~ (iv) Except as otherwise ~xptessly provided herein, the Review Committoe Shall act by unanimous vote of its members. Two members of the Review Committee shall constituu a quorum for purposes oP any accion by the Review Committee. The Review Commit[ee may meet and acc in person, by telephon~ or by other means of electronic communication (including but not limited to fax or electronic mail), All actions of the Rev~ew Committee shall be mernorialized in a writing signed by each member of ~he Review Committee approving such sction. Ail members and their principals shall act in good faith and reasonably in fulfillina Review Committee responsibilities. ~. Courthouse Square Developm~nt Agreement Pa~e - 10