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<br />4 .12 J.\Ep_1icab1e~_Law. This Agreement lS entered into under and pursuant to,
<br />and is to be construed and enforceable In accordance with, the laws of the
<br />State of North Carolina.
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<br />4.13 Execution of Agreement. This Agreement may be executed in multlple parts
<br />as originals or by facsimile coples of executed originals; provided, however,
<br />if executed and evidence of execution is made by facsimile copy, then an
<br />orlginal shall be provided to the other party within seven (7) days of receipt
<br />of said facsimile copy.
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<br />4.14 Hold Harmless. Developer agrees to and shall hold Cabarrus County, its,
<br />officers, agents, employees, consultants, special counsel and representatives
<br />harmless from liability: (1) for damages, just compensation, restitution
<br />Judicial or equitable relief arising out of clalms for personal injury,
<br />including health, and claims for property damage which may arise from the
<br />direct or indirect operatlons of the Developer or their contractors,
<br />subcontractors, agents, employees or other persons acting on thelr behalf whlch
<br />relates to the project; and (2) from any claim that damages, just compensation,
<br />restitution, judlcial or equitable relief is due by reason of the terms of or
<br />effects arlsing from thls Agreement. Developer agrees to pay all costs for the
<br />defense of Cabarrus County and ltS officers, agents, employees, consultants,
<br />special counsel and representatlves regarding any action for damages, just
<br />compensation, restltution, Judicial or equitable re1lef caused or alleged to
<br />have been caused by reason of Developer's actions in connection with the
<br />Project or any claims arlsing 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, arislng from this Agreement regardless of whether or not
<br />the County prepared, supplied or approved this Agreement, plans or
<br />specificatlons, 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 assertlng that damages, just compensation, restitution, judiclal
<br />or equitable relief is due to personal or property rlghts 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 Relatlonshlp 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 />(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 improvements pursuant to the
<br />provisions of this Agreement or in connection wlth 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 lS in default under this Agreement upon the
<br />happening of one or more of the followlng events or conditions:
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<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;
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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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