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2 <br />LETTER OF INTENT AND DUE DILIGENCE AUTHORIZATION <br />This Letter of Intent and Due Diligence Authorization (the "Letter of Intent "), is made by and <br />between Main Street Properties of Chapel Hill, LLC (hereinafter called "Main Street ") and <br />Orange County, North Carolina (hereinafter called "County "), for the purposes of establishing <br />the intent of Main Street and the County to negotiate the necessary agreements for the County's <br />acquisition of property interests from Main Street and for the construction of facilities as <br />described in more detail below (the "Project "). <br />PROJECT TITLE: Orange County Southern Branch Public Library (the "Southern Branch <br />Library" or the "Branch Library "). <br />PROJECT ADDRESS: 120 Brewer Lane, Carrboro, North Carolina (the "Property ") <br />Main Street and the County intend to negotiate agreements for the conveyance of property <br />interests from Main Street to the County resulting in the location of the Southern Branch Library <br />(to include flexible meeting facilities and multipurpose rooms) as well as an expansion of the <br />existing parking deck adjacent to the Property, all of which are subject to agreement on specific <br />terms. This Letter of Intent serves as permission from Main Street to the County to proceed with <br />its due diligence on the Property as set forth herein and shall serve as a framework for the <br />definitive Project agreements to be negotiated in the future, if any. This Letter of Intent is <br />effective as of the date last signed (the "Effective Date "). Subject to the terms of this Letter of <br />Intent, Main Street and the County agree as follows: <br />1. Description of Parties: <br />The County is a body politic and corporate political subdivision of the State of North Carolina. <br />Main Street is a limited liability company organized and existing under the laws of the State of <br />North Carolina (County and Main Street are sometimes individually referred to as a "Party" and <br />collectively referred to as the "Parties "). <br />2. Description of the Property: <br />BEING all of Lot 4 on plat entitled "Recombination of the Property of Main Street Properties, <br />LLC and Downtown Urban Ventures, LLC dated February 28, 2005, revised on March 2, 2005, <br />revised on August 12, 2005, and recorded in Plat Book 98, Page 194, Orange County Registry, <br />reference to which is hereby made for a more particular description of the same. The Property is <br />further identified as having Orange County PIN 9778 -96 -8060 as shown on the attached Exhibit <br />A. The Property is subject to a Brownfields Agreement. A copy of the Brownfields Agreement <br />is attached hereto as Exhibit B. The Property is currently encumbered by a Conditional Use <br />Permit allowing for the construction of a five story mixed -use building (the "CUP "). A copy of <br />the CUP is attached as Exhibit C. <br />3. Description of Project: <br />The County has approved a set of guiding principles and comprehensive site selection criteria for <br />locating the Southern Branch Library. The Property is currently being evaluated as the potential <br />site for the Southern Branch Library. Main Street is the developer of a project located in central <br />Carrboro known as "300 East Main ". 300 East Main is a phased mixed -use development project <br />offering dining, shopping, arts, a parking deck ( "Parking Deck ") and hotel accommodations. <br />1 <br />