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~ ~ EXHIBIT 19 AGREEMENT - This Agreement (the "Agreement") is made and entered into as of the 6~ day of ~i , 1997, by and among MARION COUNTY, 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 herein as "Par±ies." RECTTALS A. County owns, or intends to acquire, certain real property located in downtown Salem, Marion County, Oregon, commonly known as the Senator Block (the "Property"). The County and the Transit District have agreed to construct a mixed use facility on the Property, generally consisting of the following (collectively, the "Improvements"): (i) a transit center and Transit District administrafive offices to be owned and used by the Transit District in its mass transit operatioas; (ii) County administrative offices and related County facilities, including parking facilities, to be owned and used by the Counry in its governmental operadons); and (iii) commercial office and retail facilities to be owned by a pnvate owner and leased to third parties. B. Pursuant to a competitive process, the Counry has selected the Project Manager to ' perform project management services with respect to the construction of the Improvements on the Property. ' 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 management services with respect to the construction of the Improvements on the Property. 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 a 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 Manager is willing to continue to perform services and incur expenses if the Project Manager receives advances against compensation to be received under the Project Management Agreement ' Now T~Ex~FOxE, the Parties, in consideration of the premises and the agreements of each of the other Parties set forth herein and other valuable consideration, the adequacy of which is hereby acknowledged, covenant and agree as follows: ' 1. The Counry and Transit District agree 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 mstallments of $20,000.00 each on the fust busmess day of each month beginning on ~ 1, , 1997. 2. The Project Manager agrees to continue to perform project management services for the ` County and the Transit District. ~ ~