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<br />direct or indirect operations of the Developer or their c?ntractors,
<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,' restitlltion,
<br />judicial or equitable relief, suffered or all~ged 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 defense 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 equital;lle 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.
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<br />4.15 Relationship of Parties. The contractual relationship betweenCabarrus
<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 isa 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 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. Developer is in default under this Agreement Ilpon the
<br />happening of one or more of the 'following events or conditions:
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<br />(1) ,If a warranty, representation or statement made or
<br />furnished by Developer to CabarrusCounty is false or
<br />proves to have been false in any material respect when it was
<br />mader. .
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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 Agreement.
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<br />5.1.2 Procedure upon Default.
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<br />(1) Upon the occllrrence of defalllt, county shall give Developer (the
<br />"defalllting party") thirty (30) days written notice specifying the natllre of
<br />the alleged default and, when appropriate, the manner in which said default may
<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 herellnderand 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 />defalllt shall not constitute a waiver of any default, nor shall it change the
<br />time of default. Exercise of any remedy available to Cabarrus County does not
<br />preclude exercise of any other remedies available to Cabarrus county, any of
<br />which may be exercised independently or concllrrently.
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<br />(2) Cabarrlls county does not waive any claim 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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