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r ~. .: (iv} If any of the foregoing conditions precedent aze not fulfilled on or before February l, 1999, then and in such event either Pazty may, by written notice delivered to the other Pazty on or before February 26, 1999, terminate this Agreement, subject to the following terms: (1) the Parties shall have no obligation to proceed with the construction of the Project Improvements; (2) the Parties shall promptly take such actions as are necessary or appropriate in order to cease ali work on the Project; l ~ (3) each Party shall be and remain liable, in accordance with the terms and provisions of tlus Agreement, for all Project Costs incurred prior to the date of written notice of termination is received; `-' (4) exce t for the ownerslu interests of the County and the Transit District in and to P P the Property, no Pariy shall have any fiuther rights under this Agreement or with (~ respect to the Project or the Project Improvements; and (5) except for the obligations of the Parties to pay Project Costs incurred as provided in (3) above, the rights of a Pariy to develop the Property as provided iff (6) below, and the rights, and obligations of the Parties under the option agreement provided for in the Real Estate Purchase Agreement, this Agreement shall terminate and be of no further force or effect. ~ ~ (6) in the event that one of the Parties terminates this Agreement by giving written notice as provided above (the "Terminating Party"), the other Party (the "Continuing Party") may determine that it wishes to continue to pursue its plans to develop the ~ Property ami may elect within 90 days of the date notice of termination was given to (a) partition the Property, imder applicable law; (b) lease the Property under a ground lease for the same term and for the rent and other conditions as provided in the ~ intergovernmental ground lease agreement attached hereto as Exhibit F; or (c) purchase the Terminating Party's interest in the Property for its fair market value as determined by an MAI apprusal. In the event that the County elects to purchase the ~ Transit District's interest in the Property pursuant to clause (c), then the Transit District will not exercise the "put option" under the Option Agreement between the ~ Parties. In the event that the Continwng Party elects to pursue its plans W develop the -' Property, the Continuing Party shall have the right to use all work product of the Architect, to make any desired modifications thereto, and to develop and construct its ~~ _own separate improvements on the Property. 2.2 Condominium Ownerslup. ~ (i) General Description. On or before Substantial Completion, the County and Transit District, shall adopt and record the Condominium Declazation and Bylaws and subject the Property to the ~ Oregon Condominium Laws pursuant to ORS Chapter 100. The (-i Condominium Declaration and Bylaws shall be substaatially in the form attached hereto as ~ Exhibit A and Exhibit B respectively. ,~ (ii) Conveyance of Condomintum Units. The County and Transit District, as Declarant, shall (~ convey the condominium uaits, including an assignment, without recourse, of an undivided L~ interest in the common elements (singulazly a"Unit" and collectively "Units"), to the County and Transit District, (each a"unit owner" and collectively, the "unit owners") as follows: ~ F -~ Courthouse Square i~ Development Ageement Page - 8 ~