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<br />2.1 The term "Project Budget" shall mean the budget of expenditures relating
<br />to the Project prepared by Owner with input and advice from Manager, as modified from time to
<br />time throughout the Term. ~
<br />2.2 The term "Applicable Laws" shall mean ail governmental laws,
<br />ordinances, rules, regulations, requirements, or restrictions imposed 'oy the United States, the
<br />State of Oregon, the County of Marion, the City of Salem or any other jwrisdiction, which as a
<br />matter of law, are applicable to the Project, this Agreement, Manager, Owner, or the parties'
<br />conduct under this Agreement, including but not limited to the FTA Requirements, to the extent
<br />to which Manager is required by law to comply with the FTA Requirements.
<br />2.3 The term `Basic Fee" shall mean the fee payable to Manager as described
<br />in Section 2.1.01 of the attached Schedule 1.
<br />2.4 The term "Completion Date" shall mean that date on which a11 of the
<br />following conditions shall have been met: (a) the construction of the Building has been
<br />completed, (b) a certificate of occupancy shall have been issued therefor, (c) tenant
<br />improvements for the office space in the Building to be occupied by Owner as of the Completion
<br />Date have been completed, and (d) the Building equipment and systems are operational.
<br />2.5 The term "Construction Period" shall mean the period of time
<br />commencing on the date hereof and ending on the Completion Date.
<br />2.6 The term "Impositions" shall mean all taxes, special assessments, use and
<br />occupancy taxes, transit taJCes, water and sewer charges, chazges for public utilities, license and
<br />permit fees, and other chazges of any kind and nature whatsoever, which may during the term of
<br />this Agreement be assessed, levied, or imposed upon or become payable out of or become a lien
<br />on the Building or the Property or any part thereof, appurtenances thereto or the sidewalks,
<br />streets or vaults adjacent thereto, or any income, profits or revenues tax, assessment or chazge
<br />imposed upon the rent received as such by Owner, or any municipal, state, or federal capital levy,
<br />estate, succession, inheritance or transfer taxes of Owner, or any franchise taxes imposed upon
<br />any owner of the Building or the Property, or any part thereof, to the extent that any such tax is
<br />imposed in lieu of or in substitution for any tax levied or assessed upon the Building or the
<br />Property or the rents payable for the use thereof.
<br />2.7 The term "Other Project Contracts" shall mean contracts entered into
<br />between Owner and third parties, other than the contracts with an architect and general
<br />contractor, for goods or services to be used in the development and construction of the Project,
<br />copies of which shall be promptly provided to Manager after execution by Owner.
<br />3. Management Fee .
<br />Owner sha11 pay the Manager a fee for Manager's services to be provided under
<br />this Agreement in the amount shown in Schedule 1, which amount shall be paid in the manner
<br />described on Schedule 1 attached hereta.
<br />0145790.07
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