Courthouse Square Agreements (compiled notebook)

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SEP.1~.19~~ 1~~~4AM N0.012 P.14i19 payment of any Project Costs, and to that end the Review Committee shall coordinate with the Prvj~ct Manager its payments from the Disbursement Account. (vi) Construction Claims. Review Conunittee shall review any construction claims or requests for remediaUwarra.ncy work resulting from the Project Improvements, The Revi;ew Committee shall determin~ the owners' position on such clairas or requeses within ten (10) business days of th~ Review Committee's receipt ther~.of. (vii} Administrative Costs. The Review Committ~e sliall review and, upon its approval, suthoriz~ payment from the Disbursement Account of all reasonable and neczssary costs of administering the activities of the Review Comnuttee, such as the cost of rnanaging the disUursement accounc, memoriali2ing Review Committee activities, and mainta.ining the records attd files of the Review Comituttee. S~CTION 5. PRIVAT~ PARTIES 5,1 General Statemeat of Purpose. The Parties recognize that, in view of the impartance of the dev~lopment and operation of the Project to the general welfare of the community, the inclusion of qualified private parties in the ownership of reta.il space and other space in the Project is desirable and is mat~rial consideration for the Parties in encering into this Agraement. The Parties will cooperace with each other's efforts in identifying, selecting and incoiporating private pazties in the ownership and leasing of the Retail Facilities. 5,2 Approval of Principals and Transfers. No Pazry will make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfec in any other mode or form of or with respect to their respective interests in this Agreement, tlie Condominium Agreement, or the Ptoject or any part thereof or any intaresc therein, or any conocact ~ or agreement to do any of the same to a Private Party without prior written approval of the other Party. Each Psrty may require such information concerning the identity, financi~l resources, exp~rience and reputation of the proposed priqcipal or tra.nsferee (including the idencity of the natural persons wlio are the owners of any proposed principal or transferee) as they deem necessary or aPpropriat~, The Parti~s ac~owledg~ and agree thac, as govemmental units exercising public powers and public trusts, the Parties must rn~intain the con~dence of the public witb respect to their'undertakings and cheir r~lauonships K~ith third parties, and to that end the Panies ahaIl have the righ~ in their sole and absolute discretion, to refuse to grsnt approval of any proposed principal or transferee for such reasons as they de~m sufficient notwithstanding that such proposed principal or transferee may have tl~e experience and financial resources sufficient to pardcipate in the construction and ownership of che Project Improvements as contemplat~d herein. SECTION 6. D~rAULT; REi~1~DIES ~,1 DePault•Cure. (i) Default by County. The County shall be ia default hereunder if it shall breach any of the provisions of this Agreement whether by action or inaction, and such breach shall continue and not be remedied within sixty (60) days after any other Party shall have given notice specifying the breach; provided that if the other Party determines that such br~ach cannot with due diligence be cuced within a period of sixty (60) days, it shnll allow the Counry to cure such breach within such sdd.itional period of time as the otlier party shall specify in writing, and in any such ~vent such br~ach sha11 not constitute a default hereunder so long as the County diligently proceeds to effecc sucli cure and such cur~ is accomplished witl~in such specified period of time granted by the other Party, ~ Courthouse Square Development Agreement Page - 13