Agenda - 10-21-2014 - 7b - Laserfiche WebLink

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7 Main Street will deliver to County copies of all written approvals from NC DENR permitting land disturbing activities on the Property. The County shall promptly deliver a copy of the results and reports of all such tests, studies and analyses to Main Street upon their completion. To the extent permitted by law, and to the extent not caused by the negligent or intentional conduct of Main Street, its contractors or agents, the County shall indemnify and hold Main Street harmless from and against any and all claims arising out of the County's or its designees' or citizens committees' entry upon the Property and due diligence or other activities thereon. The County shall restore the Property to substantially the same condition it was in immediately prior to the County's due diligence activities if such restoration is necessary as a result of due diligence activities performed by the County, its contractors or agents. It is the intent of both Parties to work toward entering into mutually beneficial agreements for the location of the Southern Branch Library on the Property at the end of the Term based on County's due diligence and the viability of development options available to the Parties. 6. Term: This Letter of Intent shall be effective as of the Effective Date and shall continue for one hundred and eighty days thereafter unless earlier terminated as provided herein or upon the full execution of the Contracts (the "Initial Term "). This Letter of Intent may be renewed and otherwise extended for additional periods upon the mutual written agreement of the Parties (each a "Renewal Term "; the Initial Term and any and all Renewal Term(s) are collectively referred to herein as the "Term "). 7. Termination: This Letter of Intent shall terminate: (i) immediately and automatically upon execution of the Contracts between Main Street and County pertaining to the subject matter hereof, (ii) automatically upon the expiration of the Term; (iii) at any time, by mutual agreement of the Parties; or (iv) by Main Street, upon the material breach by County of any provision contained herein which material breach remains uncured by County after Main Street provides thirty (30) days advance written notice of said material breach to County, and by County, upon the material breach by Main Street of any provision contained herein which material breach remains uncured by Main Street after County provides thirty (30) days advance written notice of said material breach to Main Street. 8. Access; Confidentiality: Subject to the laws governing public records in North Carolina, County agrees to retain all duly marked and qualifying trade secrets and other confidential information which may be received in the course of negotiations from Main Street on a confidential basis (collectively, the "Information "). Main Street shall conspicuously mark as "trade secret" or "confidential" any record it claims is exempt from public disclosure pursuant to N.C. Gen. Stat. § 132 -1.2. If County is called upon to disclose any record received from Main Street marked "trade secret" or "confidential ", then County shall so notify Main Street and Main Street, at Main Street's election, shall be entitled to participate in bringing or defending any action to prevent disclosure of the record. Upon the termination of this Letter of Intent for any reason, County shall return promptly to Main Street all Information received by County from Main Street in connection with the Project. The Information will be used solely for the purpose of evaluating the transaction described herein, and will be kept confidential by County and its officials, officers, employees, representatives, agents, and advisers; provided that (i) any of such Information may be disclosed 0