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13 <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 `-lazardous. 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 /> 9 <br />