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APPROVED 12/05/05 <br />terminate and discipline any and all personnel working at the Facility. All employees shall be <br />informed of the standards set forth in Section 2.1(d) hereof. <br />(b) After the parties' agreement regarding the selection process, and the <br />County's opportunity to interview general manager candidates and upon consultation with the <br />County, RFP shall assign to the Facility a competent, full-time general manager. Prior to RFP's <br />appointment of such general manager, RFP shall consult with the Contract Administrator with <br />respect to the qualifications of the general manager proposed by RFP. <br />(c) RFP employees at the Facility shall not for any purpose be considered to <br />be employees or agents of the County, and RFP shall be solely responsible for their supervision <br />and daily direction and control and for setting, and paying as an Operating Expense, their com- <br />pensation (and federal income tax withholding) and any employee benefits, and all costs related <br />to their employment shall be an Operating Expense. <br />7.2 RFP Employ. <br />As of the date hereof, there are approximately 18 permanent full-time R.T. <br />Holdings employees at the Facility, none of whom are union employees, and approximately 117 <br />seasonaU part-time employees (collectively, the "Employees"). RFP agrees to evaluate all R.T. <br />Holdings employees during the Employment Period and after the expiration of the Employment <br />Period, continued employment thereof shall be at the sole discretion of RFP. <br />7.3 Termination Effect on Contracts. All contracts relating to the Facility (including <br />all contracts approved by the. County and all license, lease or rental contracts pertaining to the <br />Facility) which RFP executed in its own name shall be automatically assigned to, and deemed to <br />be assumed by, the County (without further action by any party) upon termination or expiration <br />of this Agreement and the County shall, to the extent permitted by North Carolina law, <br />indemnify, defend and hold harmless RFP from and against any Losses in respect of any liability <br />under such contracts arising from any act or omission by any party to such contracts (other than <br />due to the gross negligence or intentional acts or omissions of RFP) occurring on or after the <br />effective date of termination or expiration of this Agreement. <br />8. Indemnification and Insurance. <br />8.1 Indemnification. <br />(a) RFP shall indemnify, defend and hold harmless the County, its elected and <br />appointed officials, officers, agents and employees from and against any and all Losses arising <br />from any material default or breach by RFP of its obligations specified herein or other Losses <br />incurred by or threatened against County arising from or in connection with a third party law suit <br />alleging wrongdoing by RFP in connection with RFP's management of the Facility; provided, <br />however, that the foregoing indemnification shall not extend to Losses to the extent such Losses <br />(i) arise from any breach or default by the County of its obligations under Section 8.1(b) below, <br />(ii) arise out of a failure by the County to maintain reasonable commercial insurance covering <br />the Facility and its premises for physical damage or other Loss, (iii) are caused by or arise out of <br />19 <br />