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unless and until all construction funding (including contingency) has been raised and set aside for the Project. d. University: The University will pay certain fees for architectural and engineering services as herein designated. Furthermore, after subtracting the contributions of the City and Vanir, the University will contribute the remaining cost of the renovation according to the projected budget attached hereto as Exhibit C and incorporated herein by reference. Additionally, the University will obtain all University approvals necessary to (1) accept the transfer of the Hansel Center by the University and (2) accept contributions of money and, by receiving the property, services from the other parties to the MOU. Furthermore, the University will designate a representative to act as Project Treasurer for the architectural and engineering services and Phase III. e. Institute: The Institute will act as the principal intermediary with the University, City, and SBHF. Through the Institute, the University will enter into definitive agreements, where appropriate, with tenants and occupants of the Hansel Center. 2. Implementation: a. Documentation: The parties shall work cooperatively to determine the need for a definitive written agreement(s) further setting forth the rights, duties, and obligations of each participant in the Project consistent with the terms of this MOU, and the form of those agreement(s). At any time, individuals and entities may be added to the MOU and/or any further agreements as mutually agreed by the parties. b. Party Representatives: Kil Architecture shall serve as the Architect of Record for each phase of the Project. The following individuals will operate as the onsite representative for the parties as designated below: i. Vanir for the University — list of authorized representatives to be provided; ii. TBD — will be designated in writing by the Director of Public Works; and iii. Marco Mariani for SBHF. C. Steering Committee: A steering committee for the Project will be established by the Parties. 3. Exclusive Project Planning: The parties agree that during the term of this MOU, and both before and after the execution of any definitive agreements, the parties will work together on an exclusive basis to jointly develop the architectural plans, scope of work, construction budget (including contingency), permitting plan, construction financing, cash flow requirements, contracting requirements, grant applications, property tax dispositions and other tax planning to successfully implement the Project. In the event that any party terminates the MOU, the remaining parties shall continue to develop and implement the Project plan contemplated by this MOU, and the terminating party B