Special Project Oversight Committee (SPOC) Report #1

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~ AGREEMENT This Agreement (the "Agreement") is made and entered into as of the 6~ day of ~'~ 1997, by and among MAR~oN Cov~, OREGON, a political subdivision of the State of Oregon ("County"); SALEM AREA MASS TRANSIT DISTRICT, a political subdivision of the State of Oregon ("Transit District"); and Courthouse Square, Inc., an Oregon corporation, ("Project Manager "). The County, Transit District, and Project Manager are collectively referred to herem as "Parties.,, RECITALS A. Counry owns, or intends to acquire, certain real property located in downtown Salem, Marion Counry, Oregon, commonly known as the Senator Block (the "Property"). The Counry and the Transit District have aa eed to construct a mixed use facility on the Property, generally consisting of the following (collectively, the "Improvements"): (i) a transit center and Transit District administrative offices to be owned and used by the Transit District in its mass trazisit operations; (ii) County administrative offices and related County facilities, including parking facilities, to be owned and used by the County in its goveramental operations); and (ui) commercial office and retail facilities to be owned by a private owner and leased to third parties. B. Pursuant to a competitive process, the County has selected the Project Manager to perform project management services with respect to the construction of the Improvements on the Properry. C. The County, Transit District and Project Manager are engaged in negotiations for the terms and conditions of the agreement under which Pro~ect Manager will provide project ~ manaaement services with respect to the construction of the Improvements on the Properry. The Parties contemplate that the negotiations will result in a final written agreement for project management services (the "Project Management Agreement"). D. The Project Manager has already performed services and expended time and funds in the expectation of negotiating and reaching ~ final agreement on a Project Management Agreement E. The Parties want Project Manager to perform project management services and incur expenses during the negotiations for the Project Management Agreemen~ F. The Project ManaQer is willing to continue to ~erform services and incur exnenses if the Project Manager receives advances against compensation to be received under the Project Management Agre~men~ Now TxEx~FOx~, the Parties, in consideration af the premises and the agreements of each of the other Parties set forth harein and other valuable consideration, che adequacy of which is hereby acknowledged, covenant and agree as follows: 1. The County and Transit District aD ee to pay Project Manager, as an advance against sums to be paid under the Project Management Agreement as compensation for the Project Manager, the sum of ~60,000.00 payable in three monthly installments of $20,000.00 each on the first business day of each month be~inning on Fe~~ 1, , 1997. 2. The Project Manager agrees to continue to perform project management services for the County and the Transit District.