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Unless otherwise agreed by the Parties: <br /> (a) the Operating Committee shall meet at least once each month or at such <br /> other intervals as the Parties shall agree; <br /> (b) any member of the Operating Committee may call a meeting of the <br /> Operating Committee upon five (5) business days' notice by providing each member <br /> written notice of the meeting including the date, time, place and agenda for any such <br /> meeting; provided that the members of each Party shall not call a meeting under this <br /> paragraph more frequently than once in any thirty(30)day period; <br /> (c) meetings with the Operating Committee shall be held at locations selected <br /> by the Operating Committee; and <br /> (d) the Operating Committee shall be disbanded upon issuance of the Final <br /> Certificate of Completion for the Minimum Development Elements. <br /> 19.11.3 Steering Committee <br /> The Parties shall appoint a steering committee to: <br /> (a) review the performance of the Parties' respective obligations under this <br /> Agreement and any documents entered into at Closing; <br /> (b) review any actions taken or determinations made by the Operating <br /> Committee; <br /> (c) attempt to resolve any disputes between the Parties (including, without <br /> limitation, any disputes arising out of the alleged failure of either Party to perform in <br /> compliance with this Agreement or any document entered into at Closing); and <br /> (d) perform such other duties and responsibilities as may be delegated from <br /> time to time by the Parties to the Steering Committee. <br /> Each Party shall appoint an equal number of individuals to serve on the Steering <br /> Committee. Unless otherwise agreed by the Parties, the Steering Committee shall consist of two <br /> (2) individuals. The initial Steering Committee shall consist of the following individuals: <br /> The Chief Administrative Assistant for the City; and <br /> Paul Buss for OM. <br /> Either Party may change any of its appointments to the Steering Committee by giving the <br /> other Party written notice of the change (including but not limited to the name, address and <br /> telephone number of any individual appointed by such Party); provided,however, that each Party <br /> shall consult with the other prior to changing any of its appointments to the Steering Committee. <br /> -55- <br /> 06107-0063,LEGA L 1 3023969.1 <br />