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(vi) Construction Claims. e ro~ect oor inators hall review any <br />construction claims or re uests or reme ia wananty work resulting from the Project <br />~- Improvements. The ro ect oor mators hall determine the owners' <br />position on such claims or requests within ten (10) business days of the ro~ect <br />oor inators receipt thereof. - <br />(vii) Administrative Costs. The ro~ect oor mators hall review and, <br />upon its approval, authorize payment rom the is ursement Account of all reasonable and <br />necessary costs of administering the activities of the ro ect oor mators , <br />such as the cost of managing the disbursement account, memorializing e Pro ect <br />oor mators ctivities, and maintaining the records and i es o t e <br />Pro ect oor mators . <br />(viii) Approvals. Notwithstanding any other provision herein to the contrary, all decisions <br />relating to the transit mall shall be made exclusively by the Transit District; all decisions <br />relating to the parking structure shall be made exclusively by the County; all decisions <br />relating to the interior layout or design of a Party's space shall be made by that Party (to the <br />extent such decisions do not increase the Project Cost borne by the other Party); and all other <br />decisions (except those made by the governing bodies of the Parties} relating to or affecting <br />the Project shall be made by the unanimous agreement of the Pro~ect oor inators <br />E~ee In the case of a deadlock of the ro~ect oor mator , the <br />governing bodies of the Parties sha11 make a decision, wit t e assistance of a mediator if <br />necessary. <br />(ix) Advances. In the event that a Party has paid more than its Respective Share of a <br />Project Cost (including a progress payment or interim payment of a Project Cost) (an <br />"Advance"), the other Party shall repay the amount of the Advance within 30 days following <br />demand accompanied by invoices and other information and supporting documentation. In <br />the event that both PaRies have made an Advance with respect to various Project Costs, then <br />the amounts may be offset by proper debits and credits under applicable accounting <br />procedures governing the reporting and accounting of Project expenses. <br />4.6 Certain Tenant Improvements. The County intends to use its own forces, at its own expense, <br />to pull wiring through conduit (telephone, fax and electronic data), install switch plates and to mstall <br />and wire telephone switching equipment. The Transit District uses the same telephone equipment as <br />the County and the Parties plan to share the telephone switch. The County agrees to pull wiring <br />through conduit {telephone, fax and electronic data), install switch plates and install and wire <br />telephone switching equipment as required for the Transit District, and the Transit District agrees to <br />reimburse the County for the reasonable cost of materials and labor incurred by the County in <br />connection with providing such service. <br />SECTION 5. PRIVATE PARTIES <br />5.1 In General. The Parties recognize that, in view of the importance of the development and <br />operation of the Project to the general welfaze of the community, the inclusion of qualified private <br />parties in the ownership of retail space and other space in the Project is desirable and is material <br />consideration for the Parties in entering into this Agreement. The Parties will cooperate with each <br />other's efforts in identifying, selecting and incorporating private parties in the ownership and leasing <br />of the Retail Facilities. The Parties agree that, not later than one year from final FTA approval of the <br />Transit District grant application, they plan to select a private party to acquire, finance, own and <br />operate the Retail Facilities in accordance with the Federal Transit Administration joint development <br />policy (62 Federal Register 12266-12269, March 14, 1997). The Parties anticipate that the joint <br />Courthouse Square <br />Development Agreement <br />Page - 13 <br />