AG 2004 12 20 - Laserfiche WebLink

Home Browse Search

judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage which may arise from the direct or indirect operations of the Developer or their contractors, subcontractors, agents, employees or other persons acting on their behalf which relates to the project; and (2) from any claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising. from this Agreement. Developer agrees to pay all costs for the defense of Cabarrus County and its officers, agents, .employees, consultants, special counsel and representatives regarding any action for damages, just compensation, restitution, judicial or equitable relief caused or alleged to have been caused by reason of Developer's actions in connection with the Project or any claims arising out of this Agreement. This hold harmless Agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered or alleged to have been suffered by reason of the events referred to in this paragraph or due by reason of the terms of, or effects, arising from this Agreement regardless of whether or not. the County prepared, supplied or approved this Agreement, plans or specifications, or both, for the Project. The developer further agrees to indemnify, hold harmless, and pay all costs for the defense of the County, including fees and costs for special counsel to be selected'by Cabarrus County~ regarding any action by a third party challenging the validity of this Agreement or asserting that damages, just compensation, restitution, jUdicial or equitable relief is due to personal or property rights by reason of the terms of, or effects arising from this Agreement. .Cabarrus County may make. all reasonable decisions. with respect to its representation in any leyal proceeding. . 4.15 Relationship of Parties. The contractual relationship between Cabarrus County and Developer arising out of this Agreement is one of independent contractor and not agency. It is specifically understood by the parties that: (a) the Project is a private development; (b) County has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property unless the County accepts the improvements pursuant to the provisions of this Agreement or in connection with any applicable subdivision map approval; and (c) As between the County and the Developer, the Developer "hall have the full power and exclusive control of the Property subject to the obligations of the Developer set forth in this Agreement. . 5.1 Default. 5.1.1 Events of Default. Developer is in default under this Agreement upon. the happening of one or more of the following events or condit.ions: (1) If a warranty, representatio.n or statement made or furnished by Developer to Cabarrus County is false or proves to have been false in any material respect when i.t was. made; (2) A finding and.determination made by CabarrusCounty following a periodic review that upon the basis of substantial evidence the Developer has not complied in. good faith with one or more of the terms or conditions of this Agreement. (3) Any other event, condition, act or omission which materially interferes with the intent and objectives .of this Agreement.. 5.1.2 Procedure upon Default. (1) Upon the occurrence of default, County shall give Developer (the "defaulting party") thirty (30) days written notice specifying the nature of the alleged default and,wh~n appropriate, the manner in which said default may be .satisfactorily cured. After proper notice and expiration of. said thirty (30) day cure period without cure, Cabarrus County may execute any remedy available to it hereunder and under applicable law, rule, regulation or ordinance, and may be entitled to terminate or amend this Agreement in accordance with the procedures ad9pted by Cabarrus County. Failure or delay in giving notice of default shall not constitute a waiver of any default, nor shall it change the time of default. Exe.rcise of any remedy available. to Cabarrus County .does not preclude exercise of any other remedies available to Cabarrus County, any of which may be exercised independently or concurrently. . (2) Cabarrus County does not waive any claim of defect in performance by Developer, if on periodic review CabarrusCounty does not propose to modify or terminate this Agreement. i ...., 1: -it-