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Exhibit F (or in such other form as mutually agreed) with Equal Construction, LLC, and the Board of Works whereby the Commission and the Board of Works shall designate and appoint Equal Construction, LLC, as construction manager and agent to act on behalf of the Commission and the Board of Works in connection with the construction of the Local Public Improvements (the "Construction Management Agreement"). Pursuant to the Construction Management Agreement, Equal Construction, LLC, shall be responsible for and/or enabled to (a)preparing the plans and specifications for the Local Public Improvements, (b) preparing all necessary bid documents and legal advertisements, scheduling and participating in any pre-bid meetings with potential bidders, reviewing bids and making recommendations with regard to the award of bids, (c) supervising and monitoring the construction of the Local Public Improvements, including establishing the timing, sequence and phasing of construction of the Local Public Improvements, (d) recommending and processing change orders, and (e) reviewing all payment requests submitted by contractors and vendors and recommending payments to be made by the Board of Works. The Commission shall be responsible for reallocating the costs amongst the budgeted line items within Exhibit C for provision of the full Funding Amount toward the Local Public Improvements. 6.2 Option to Acquire South Parking Lot Property. Equal Holdings XII, LLC ("Equal Holdings"), an affiliate of the Developer, will acquire the South Parking Lot Property in connection and simultaneous with the Developer's acquisition of the Hoffman Hotel Property, for the purpose of providing dedicated surface parking to the Developer for tenants of the Project. Equal Holdings will grant an exclusive parking easement to the Developer, for a term not to exceed ninety (90) years, pursuant to an Easement Agreement substantially in the form attached hereto as Exhibit G. Equal Holdings will also grant an access easement to the owner of the corner surface parking lot to the immediate north of the South Parking Lot Property, pursuant to an Access Easement Agreement substantially in the form attached hereto as Exhibit H. Following the execution, delivery and recording of the Easement Agreement and the Access Easement Agreement, Equal Holdings will grant to The Commission an option to purchase the South Parking Lot Property at a purchase price of One and 00/100 Dollars ($1.00), which shall be exercisable by The Commission commencing upon the completion of the Local Public Improvements and the completion of construction of the Project, and extending for a period of twenty (20) years thereafter (the "Parking Purchase Option"). The Parking Purchase Option shall be in substantially the form attached hereto as Exhibit I, and shall provide for the transfer of the South Parking Lot Property free and clear of liens and encumbrances, other than the easements granted pursuant to the Easement Agreement and the Access Easement Agreement, which shall remain in place following such transfer, subject to the termination provisions set forth therein, and any other liens and encumbrances approved by The Commission. The Commission shall be entitled to record a memorandum of the Parking Purchase Option with respect to the South Parking Lot Property following the recording of the Easement Agreement and the Access Easement Agreement. The Easement Agreement, the Access Easement Agreement and the Parking Purchase Option shall be executed and delivered simultaneous with this Agreement. SECTION 7. COOPERATION IN THE EVENT OF LEGAL CHALLENGE. 7.1 Cooperation. In the event of any administrative, legal or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity (20142670.DOCX)