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<br />4.14 Hold Harmless. Developer agrees to. and shall hold Cabarrus <br />County, its, officers, agents, employees, consultants, special <br />counsel and representatives harmless from liability: (1) for <br />damages, just compensation, restitution judicial or equitable relief <br />arising out of claims for personal injury, including health, and <br />claims for property damage which may arise from the direct or <br />indirect operations of the Developer or their contractors, <br />subcontractors, agents, employees or other persons acting on their <br />behalf which relates to the project; and (2) from any claim that <br />damages, just compensation, . restitution, judicial or equitable relief <br />is due by reason of the terms of or effects . arising from this <br />Agreement. Developer agrees to pay all costs for the defense of <br />Cabarrus County and Its. officers, agents, employees, consultants, <br />special counsel and representatives regarding any action for <br />damages, just compensation, restitution, judicial or equitable relief <br />caused or alleged to have been caused by reason of Developer's <br />actions in connection with the Project or any claims arising out of <br />this Agreement. This hold harmless Agreement applies to all claims <br />for damages, just compensation, restitution¡ judicial or equitable <br />relief suffered or alleged to have been suffered by reason of the <br />events referred to in this paragraph or due by reason of the terms <br />of, or effects, arising from this Agreement regardless of whether or <br />not the County prepared, supplied or approved this Agreement, <br />plans or specifications, or both, for the Project. The Developer <br />further agrees to indemnify,hold harmless, and pay all costs for <br />the defense of the county, Including fees and costs for special <br />counsel to be selected by Cabarrus County, regarding any action by <br />a third party challenging the validity of this Agreement or asserting <br />that damages, just compensation, restitution, judicial or equitable <br />relief is due to personal or property rights by reason of the terms <br />of, or effects arising from this Agreement. Cabarrus County may <br />make all reasonable decisions with respect to its representation in <br />any legal proceeding. <br /> <br />4.15 Relationshio of Parties. The contractual relationship between <br />Cabarrus County and Developer arising out of this Agreement is <br />one of independent contractor and not agency. This Agreement <br />does not create any third party beneficiary rights. It is specifically <br />understood by the parties that: (a) the Project is a private <br />development; (b) County has no Interest in or responsibilities for or <br />duty to third parties concerning any improvements to the Property <br />unless the County accepts. the improvements pursuant to the <br />provisions of this Agreement or in connection with subdivision map <br />appn;>val; and (c) Developer shall have the full power and exclusive <br />control of the Property subject to the obligations of the Developer <br />set forth in this Agreement. <br /> <br />5.1 <br /> <br />QefaW!; . <br /> <br />5.1.1 Events of Default. Developer is in default under this <br />Agreement upon the happening of one or more of the <br />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 <br />It was made; <br /> <br />6 <br /> <br /> <br />+-It> <br />