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<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, j,ust <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 Agreemerit, 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 selectedbyCabarrus 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 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 />{al the Project is a private development; (bl 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 irt.this Agreement. <br /> <br />5.1 Default. <br /> <br />5.1.1 Events of Default. Developer is in default under this Agreement upon_the <br />happening of one or more of the following events or conditions: <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 byCabarrus County <br />following a periodic review that upon the basis of <br />substantial evidence th~ 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 />5.1.2 Procedure upon Default. <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 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 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 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 concurrently. <br /> <br />(2) Cabarrus 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. <br /> <br />(3) Non-performance shall not be excused because of a failure of a third <br />person. <br /> <br />E-I <br />