Agenda - 10-17-2017 - 6-c - Orange County Southern Branch Library Development Agreement

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10 otherwise in writing. Each party has the right to protect and isolate its parking (e.g. gated parking for continued free parking during library hours should paid parking in the deck be otherwise established)for the Parties ' sole use and interest. ARTICLE IV Allocation Of Project Costs The Parties shall share in the costs of the Project as follows: A. Pre-development costs, site improvement costs, building design and construction costs, financing costs, and contingency costs shall be shared by the parties in accordance with the Elements of Value attached as Exhibit C to this Agreement. The parties recognize and agree that some of these Values and the corresponding level of proportionality may not be finally established until after the majority of the design work is completed (and after this Agreement is executed). The parties acknowledge that Exhibit C represents their general understanding of the cost sharing; however, the parties agree to negotiate in good faith the fair and equitable share of all costs associated with this project as soon as possible after the Schematic Design work is completed. If the parties are unable to come to an agreement within forty five (45) days after the Schematic Design Acceptance date (such date of completion to be established by written notice to the parties from the design professional) then either party may terminate this agreement by providing ten (10) days advance written notice to the other party of its intention to terminate this agreement. Upon such termination, each party shall be responsible for all costs it has incurred in connection with this project through the date of termination. B. The County shall pay the cost for the adequate amount of parking deemed the requirement to support the library facility within the total cost of constructing the parking deck on the Property. The Town shall be responsible for the balance of the cost of constructing the parking deck. The intent is for the County to pay the cost for the parking spaces reasonably expected and determined to be associated with the Orange County Southern Branch Library use. Upon completion of the work and when the Facilities became operational, the County agrees that the parking spaces allocated for the Orange County Southern Branch Library use of the Property shall be available for public parking during hours when the library is closed. C. The parties will each be responsible for their own legal and financing expenses incurred in relation to the Project. ARTICLE V Term And Termination 8