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s~F.iE._~y~ 1~~~~a~ <br />N0.a12 P.19i19 <br />any and all such governmental powers in their sole and absolute discretion to the same extent and <br />~ a <br />with the same effect as if they were not Parties to this Agreement, and no action taken hy the Counry <br />or d~e Transit Dis~ict in che exercis~ of their respective govemmental powecs shall constitute a default <br />under or breach of chis Agreement or give rise to any liability on the part of the Ciounty or the <br />Transit District hereunder. <br />7.22 Approvals. Where approvals of a Party are required, that Party will approve or disapprove <br />within fifteen (15) business days after receipt of the material to be approved, except whete a longer or <br />short~r time period is specifically provided to the contrary in this Agreement. Failure by a Paity to <br />approve or disapprove witlun ssid period of time shall be deemed an approval. Any disapproval shall <br />stace in writing the reasons for such disapprovai, Approvals wi11 not be unreasonably wit}~held, except <br />where rights of approv~l are reserved to a Party's sole discretion. <br />7.23 Good Taith and Reasonableness. The Parties intend that the implied obligations of good <br />faith and fsir dealing apply to this Agreement generally and that no negadve inferences be drawn by <br />the absenc~ of an explicit obligation to be reasonable in any portion of this Agre~~uent, The <br />obligation to be reasonable shall only be negated if arbitrariness is clearIy and explicitly permitted as <br />to the specific item in question, such as in the case of a Party being given "sole discretion" or beina <br />alIowed to msk~ a decision in its "sole judgment." ° <br />Executed in multiple counterparts as of the day and year first above written. <br />MARION COUNTY <br />BOARD OF COMMISSIOI~TERS <br />~ By: <br />Chair <br />By: <br />Commissioner <br />By: <br />commissioner <br />Approved as to fonn: <br />SALEM AREA MASS TI2.ANSIT DISTRICT <br />By; <br />.. '~. <br />ay: By: <br />Marion County Legsl Counsel Salem Area Mass Transit Legal Counsel <br />ny <br />Marion County Contracts Coordinstor <br />~,r Courthouse Square <br />Dcvelopment Agreement <br />Paga - 18 <br />