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<br />judicial or equitable relief arising out of claims for personal injury,
<br />including health, and claims for property damage which may arise from the
<br />director indirect operations of the Developer or their contractors,
<br />subcontractors, agents, employees or other persons acting on their behalf which
<br />relates to the project; and (2) from any claim that damages, .just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or '
<br />effects arising from this Agreement. Developer agrees to pay all costs for the
<br />defense of Cabarrus County and its officers, agents, employees, consultants,
<br />special ,counsel and representatives regarding any action for damages, just
<br />compensation, restitution, judicial or equitable relief caused or alleged to
<br />have been caused by reason of Developer'S actions in connection with the
<br />Project or any claims arising out of this Agreement. This hold harmless
<br />Agreement applies to all claims fOr damages, just compensation, restitution,
<br />judicial or equitable relief suffered or alleged to have been suffered by
<br />reason of the events referred to in this paragraph or due by reason of the
<br />terms of, or ef,fects, arising from this Agreement regardless of whether or not
<br />the County prepared, supplied or approved this Agreement, plans or
<br />specifications, or both, for the Project. The developer further agrees to
<br />indemnify" hcild harmless, and pay all costs for the defense of the County,
<br />including fees and costs for special counsel to be selected by CabarrusCounty,
<br />regarding any action by a third party challenging the validity of this
<br />Agreement or asserting that damages, just compensation, restitution, judicial
<br />or equitable relief is due to personal or property rights by reason of the
<br />terms of, or effects arising from this Agreement. Cabarrus County may make all
<br />reasonable decisions with respect to its representation in any legal .
<br />prClceeding.
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<br />4.,15 Relationship of Parties. The contractual relationship between Cabarrus
<br />County and Developer arising out of this Agreement is one of independent
<br />contractor and not agency.. It is specifically understood by the parties that:
<br />(a) the Project is a private dev.elopment; (b) County has no interest in or
<br />responsibilities for or duty to third parties concerning any improvements to
<br />the Property unless the County accepts the improvements pursuant to the
<br />provisions of this Agreement or in connection with any applicable subdivision
<br />map approval; and (c) As between the County and the Developer, the Developer
<br />shall have the full power and exclusive control of the Property subject to the
<br />obligations of the Developer set forth in this Agreement. '
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<br />5.1 Default.
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<br />5.1.1 Events of Default. Devel'oper is in default under this Agreement upon the
<br />happening of one or more of the following events or conditions:" '
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<br />1
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<br />(1) If a warranty, representation or 'statement made or
<br />furnished by Developer to Cabarrus County is false or
<br />proves to have been false in any material respect when it was
<br />made; ,
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<br />(2) A finding 'and determination made by Cabarrus County
<br />following a periodic review that upon the basis of
<br />substantial evidence the Developer has not complied in good
<br />faith with one or, more of the terms or conditions of this
<br />Agreement;
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<br />(3) Any other event" condition, act or omission which
<br />materially interferes with the intent and objectives of
<br />this Agl'eement.
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<br />5.1.2 Procedure upon Default.
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<br />(1) Upon theoccul'l'ence of default, County shall give Developer (the
<br />"defaulting party") thil'ty (30) days written notice specifying the nature of
<br />the alleged default and, whenappl'opriate, the manner in which said default may
<br />be satisfactorily cured. After propel' notice and expiration of said thirty (30)
<br />day cure period without cure, Cabal'rus County may execute any remedy available
<br />to it hereunder and undel' applicable law, rule, regulation or ordinance, and
<br />may be entitled to terminate or amend this Agreement in accordance with the
<br />procedures adopted by Cabarrus County. Failure or delay in giving notice of
<br />default shall not constitute a waiver of any ,default, nor shall it change the
<br />time of default. Exercise of any remedy available toCabarrus County does not
<br />preclude exercise of any other remedies available to Cabarrus County, any of
<br />which may be exercised independently or concurrently.
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<br />(2) Cabarrus County does not waive any c.laim of defect in performance by
<br />Developer, if on periodic ,review Cabarrus County does not propose to modify or
<br />terminate this Agreement.
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