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12 <br />minimum, the Parties understand and agree that the following must be resolved to the <br />County's and the Town's satisfaction: <br />A. The Town obtaining all Permits, including zoning, conditional/special use <br />permits, variances, subdivision plats, approvals, permits, easements and licenses <br />for the Project and the Town grants all necessary Permits which allow for the <br />County's proposed use of the Property. <br />B. The County and the Town secure all necessary approvals from their respective <br />governing Boards or Managers as delegated by their respective Boards to proceed <br />with the Project at mutually agreed, predefined points during the project (for <br />example: sizing and elements of exclusive, shared, and common area spaces, the <br />selection of Designer, schematic design, construction method, etc.). <br />C. The Town and the County are able to procure suitable financing for their <br />respective components of the Project. The parties contemplate that upon <br />completion of construction, the parties may divide the Facilities, or parts thereof, <br />into condominium units to be owned by the County and the Town, respectively. <br />The parties acknowledge that these contemplated financing agreements and <br />transactions may be altered by mutual agreement of the Parties and are or may be <br />subject to approval of the North Carolina Treasurer, Local Government <br />Commission. <br />D. The mutual negotiation and execution of an Environmental Indemnification <br />Agreement whereby the Town will indemnify the County for any and all <br />liability, loss, damage, cost and expense (including reasonable attorneys' fees <br />and expenses) resulting from any `Hazardous Substance" (as defined below) <br />existing on or under the Property or originating on the Property and migrating <br />off -site in violation of applicable Environmental Laws, but only to the extent <br />that the Hazardous Substance existed at the Property prior to the date of this <br />Agreement. The Town shall not be liable with regard to any Hazardous <br />Substances disposed of, placed, or otherwise existing on or under the Property <br />because of the actions of the County. The County will likewise, and to the <br />extent permitted by law, indemnify the Town for any and all liability, loss, <br />damage, cost and expense (including reasonable attorneys' fees and expenses) <br />resulting from any Hazardous Substances existing on or under the Property or <br />originating on the Property and migrating off -site in violation of applicable <br />Environmental Laws that are introduced or placed on the Property, or caused to <br />migrate off the property, because of the actions of the County. Save and except <br />any liability resulting from remediation required by NCDEQ which shall solely <br />rest with the Town, neither Party shall be liable to the other for liabilities, losses, <br />damages, costs or expenses resulting from the actions of third Parties after the <br />date on which the County leases or otherwise acquires a legal interest in the <br />Property. <br />0 <br />