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2. Performance of the Grant Agreement. The Alliance hereby delegates all of its <br />duties and obligations arising under the Grant Agreement to the Village (the <br />"Obligations"), which Obligations are incorporated herein by this reference. The Village <br />hereby accepts the delegation of the Alliance's obligations and duties arising under the <br />Grant Agreement and further designates its Director of Finance & Economic <br />Development, presently Philip M. Brett (the "Project Coordinator") to coordinate the <br />performance and completion of the Obligations. The Project Coordinator will attend and <br />will be the liaison of the Alliance and the Village at all meetings for the CIZ Program. <br />The Village will be solely responsible for all financial obligations arising under the <br />Obligations. Neither the Village, nor the Project Coordinator will expend, encumber or <br />obligate any portion of the Funds, nor obligate the Alliance, nor incur liability on behalf <br />of the Alliance, without the express advance written approval of the Alliance, which <br />approval will not be unreasonably withheld, delayed or conditioned. The Village, <br />working through the Project Coordinator, will conclude the Obligations by the Effective <br />Date (as defined in the Grant Agreement), as such.time may be extended under Section <br />3 of the Grant Agreement, subject to County approval. The Parties acknowledge that <br />the Grant Agreement requires the Obligations to be completed within One Hundred <br />Eighty (180) days after the Effective Date. <br />3. Progress Reports/Inspections and Audits. The Project Coordinator will provide <br />the Parties monthly written progress reports concerning the Obligations. As part of its <br />undertaking of the Obligations, the Village acting through the Project Coordinator will <br />draft the progress reports due the County pursuant to Section 5 of the Grant <br />Agreement; provided that such reports will be delivered to the Alliance for review, <br />comment and approval at least seven business days in advance of the due dates in the <br />Grant Agreement. The Village and Project Coordinator will cooperate in all inspections <br />and audits to be performed by the County pursuant to the Grant Agreement and make <br />all relevant information available for such inspections. <br />4. Removal of Project Coordinator. In the event the Project Coordinator is unable to <br />fulfill its duties under this Agreement, the Project Coordinator or the Village will <br />immediately notify the Alliance in writing. The Village and Alliance will each provide <br />substitute candidates to the other Party within five (5) business days of the Alliance's <br />receipt of the notice. If requested by either Party, the Parties will meet to discuss the <br />candidates in order to make a consensual selection of a suitable substitute Project <br />Coordinator. In the event the Parties are unable to agree on a substitute Project <br />Coordinator within fifteen (15) calendar days of the Alliance's receipt of the <br />aforementioned notice, the Alliance may appoint the Project Coordinator in its <br />reasonable discretion. The Alliance will provide prompt written notice to the Village of <br />its selection. The Parties will use their respective good faith and diligent efforts to <br />provide the substitute Project Coordinate with all materials to continue on the <br />Obligations. <br />In the event the Project Coordinator breaches its duties under this Agreement, the <br />Alliance may provide written notice of such breach, whereupon the Project Coordinator <br />will have five (5) business Days to cure_the breach. Such cure period may be extended <br />if the Project Coordinator initiates and diligent pursues the cure within such cure period, <br />but not to exceed a total of thirty (30) calendar days from the initial notice of breach. In <br />{K0368359.1 } <br />