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4.6 Certain Tenant Improvements. The County intends to use its own forces, at its own expense, to pull wiring through conduit (telephone, fax and electronic data), install switch plates and to install ~ and wire telephone switching equipment. The Transit District uses the same telephone equipment as the County and the Parties plan to share the telephone switch. The County agrees to pull wiring through conduit (telephone, fax and electronic data), install switch plates and install and wire telephone switching equipment as required for the Transit District, and the Transit District agrees to reimburse the County for the reasonable cost of materials and labor incurred by the County in connection with providing such service. 4. ertain treetscape provements. he Parties anticipate that the City of Salem will contribute to the cost of construction of certain improvements included in the Project, such as sidewalks and weather protection canopies and awnings. In the event that the City of Salem does not contribute to the cost of certain streetscape improvements ("unfunded improvements"), the County I agrees to pay for 68.71% of the cost of the unfunded improvements and the Transit District agrees to pay for 31.29% of the cost of the unfunded improvements which the Parties elect to retain in the Project. If any unfunded improvements aze located within the boundaries of a condominium unit described iii Exhibit A, the Parties agree to shaze the cost of maintenance, repair and replacement of the unfunded improvements according to the same 68.71% to 31.29% allocation, notwithstanding anything to the contrary contained in the Condominium Documents. This Section 4.7 shall survive the recording of the Condominium Documents and shall not be merged upon such recording. SECTION 5. PRIVATE PARTIES 5.1 In General. The Parties recognize that, in view of the importance of the development and operation of the Project to the general welfare of the community, the inclusion of qualified private parties in the ownership of retail space and other space in the Project is desirable and is material consideration for the Parties in entering into this Agreement. The Parties will cooperate with each other's efforts in identifying, selecting and incorporating private parties in the ownership and leasing of the Retail Facilities. The Pazkies agree that, not later than one year from final FTA approval of the Transit District grant application, they plan to select a private party to acquire, finance, own and operate the Retail Facilities in accordance with the Federal Transit Administration joint development policy (62 Federal Register 12266-12269, March 14, 1997). The Parties anticipate that the joint development will occur on the northerly 50 feet of the Property; that the ground rent will generate a revenue stream which the Parties will share according to their percentage ownership interests as tenants in common; that the development by the Private Party will be within the scope of permitted uses under the Ground Lease; that a competitive process will be used to select the Private Party; and that the Transit District will have continuing control over the transit relatedness of the Private Party's development under the terms of the Ground Lease. 5.2 Approval of Principals and Transfers. During the term of this Agreement and until the conveyance of the Condominium interests to the Parties as contemplated by this Agreement, no Party 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 transfer in any other mode or form of or with respect to their respective interests in this Agreement, the Condominium Agreement, or the Project or any part thereof or any interest therein, or any contract or agreement to do any of the same to a Private Party without prior written approval of the other Party. Each Party may require such information concerning the identity, financial resources, experience and reputation of the proposed principal or transferee (including the identity of the natural persons who are the owners of any proposed principal or transferee) as they deem necessary or appropriate. The Parties acknowledge and agree that, as governmental units exercising public powers and public trusts, the Parties must maintain the confidence of the public with respect to their undertakings and their relationships with third parties, and to that end the Parties shall have the right, in their sole and absolute discretion, to refuse to grant approval of any proposed principal or transferee for such Courthouse Square Development Agreement `~ Page - 13