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<br /> <br /> <br />harmless from liability: (1) for damages, just compensation, restitution <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 />direct or 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 effects, 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, hold harmless, and pay all costs for the defens.e of the County, <br />including fees and costs for special counsel to be selected by Cabarrus County, <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 />proceeding. <br /> <br />4.15 Relationship of .Parties. The contractual relationship betweenCabarrus <br />County and Developer arising out of this Agreementis.one of independent <br />contractor and not agency. It is specifically understood by the parties that: <br />(a) the project is a private development; (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 improvement.s 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. . <br /> <br />5.1 Default. <br /> <br />5.1.1 Events of Default. Developer is in default under this Agreement <br />..happening of one or more of the following events .:or conditions: <br /> <br /> <br /> <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; . <br /> <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. <br /> <br />(3). Any other event, condition, act or omission which <br />materially interferes with the intent and obJectives of <br />this Agreement. <br /> <br /> <br />5.1.2 Procedure upon Default. <br /> <br /> <br />(1) Upon the occurrence of default, County shall give Developer (the <br />"defaulting party") thirty (30.) days written notice specifying the nature of. <br />the alleged default and, when appropriate, the manner in. which said defaultma:c. <br />be satisfactorily cured. After proper notice and expiration of said thirty (30) <br />day cure period without cure, Cabarrus County may execute any remedy available. <br />to it hereunder and under 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. <br /> <br /> <br />[:- (p <br />