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

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in confidence to County's officials, officers, employees, representatives, agents, and advisers who need to know such Information for the purpose of evaluating the proposed transaction, and (ii) such Information will be disclosed if required by applicable law. 9. Conditions Precedent & Contingencies: The Parties understand and agree that there are a number of conditions precedent and contingencies that will impact the ability to enter into the Contracts for the Project. At a minimum, the Parties understand and agree that the following must be resolved to the County's and Main Street's satisfaction prior to entering into the Contracts (or a timeline and means for resolving any such issue shall be a part of the Contracts): A. Main Street obtaining all Permits, including zoning, conditional /special use permits, variances, subdivision plats, approvals, permits, easements and licenses for the Project and the Town of Carrboro grants all necessary Permits which allow for the County's proposed use of the Property and the Parking Deck expansion and which permits up to 100 units (containing approximately 112 total bedrooms as distinguished from the 101 total bedrooms approved in the currently CUP on the Property) of apartment housing for rent to be constructed on floors 2 through 5 above the Branch Library's floor (which does not impose requirement that renders the Project not financeable or financially impractical to either Party). B. The Town of Carrboro and other applicable governing authorities permit Main Street to utilize wood frame construction for the upper floors (above the first floor concrete "podium ") as is common in multi - family developments throughout the region. C. The County secures all necessary approvals from its Board to proceed with the Project. D. Main Street exercises its option on the Property and subdivides the Property such that the northeast corner of the property (in dimensions reasonably necessary to permit a full - length third bay of the Parking Deck to be constructed) and recombine this northeast corner parcel with the adjacent Parking Deck parcel to permit the development and construction of a full - length third bay connected to the existing Parking Deck, which third bay will serve the County's use of the Property and the upper floor apartments. E. Main Street and the County are able to procure suitable financing for their respective components of the Project. F. The mutual negotiation and execution of an Environmental Indemnification Agreement whereby Main Street will indemnify the County for any and all liability, loss, damage, cost and expense (including reasonable attorneys' fees and expenses) resulting from any "Hazardous Substance" (as defined below) existing on or under the Property or originating on the Property and migrating off -site in violation of applicable Environmental Laws, but only to the extent that the Hazardous Substance existed at the Property prior to the date on which the County leases the Property or is introduced to the Property by Main Street after the commencement of the County's lease of the Property. Main Street shall not be liable with regard to any Hazardous Substances disposed of, placed, or otherwise existing on or under the Property because of the actions of the County. The County will likewise, and to the extent permitted by law, indemnify Main Street for any and all liability, loss, damage, cost and expense (including reasonable attorneys' fees and expenses) resulting from any Hazardous Substances existing on or under the Property or originating on the Property and migrating off -site in violation of 7