ResolutionTerminationofLeaseGladmarPark

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i nis Hgreement may oe cnangen, moameo, or amenaea oy written agreement executed by notn parties. TERMINATION During the original term, this lease may be terminated 1) for cause as provided herein, or 2) upon sale to a third party after University declines to exercise its option of first refusal as provided herein. Thereafter, the lease may be terminated by either party with a minimum of 180 days written notice prior to the start of any new term. TERMINATION FOR CAUSE If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to correct the violation or failure within 60 working days. If failure or violation is not corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. DISPUTES In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, agreement terms and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the parties hereto. RIGHT OF FIRST REFUSAL In the event of any offer acceptable to the County for the sale of the property during the original or extended term of the lease, the County shall give the University written notice thereof and the University shall have the option and right of first refusal for sixty (60) days within which to purchase the property on the terms of said offer. If the County should seek to sell the property without first receiving such an offer, it shall first offer the property for sale to the University for sixty (60) days, during which time both parties shall negotiate reasonably and in good faith to complete the sale of the property. The sale price will be the appraised value of the property as open space and CWU will receive credit for substantial improvements made to the property over the term of the lease. The sale will be completed within a reasonable time. GOVERNANCE This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable state and federal statutes and rules; b. Any other provisions of the agreement, including materials incorporated by reference. ASSIGNMENT The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld. WAIVER A failure by either party to exercise its rights under this Agreement shall not preclude that party from �� i,�,.... i�ni l.v.. r.....r� ...{ r. ...4 �...4a.� ....J .4.li ....i .....-...la..t.. �........ ...� .�f ..._.. ..�4 _� .....La. ..._ J__ i6:_