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22 <br />APPROVED 12105/05 <br />the services provided by the architects, engineers and other agents (other than RFP) retained by <br />the County in connection with Capital Improvements or Capital Equipment purchases at the <br />Facility, or (iv) where RFP is not found to have committed the wrongdoing alleged in a third <br />parry law suit (and such Losses would become Operating Expenses (as defined above and <br />reimbursable to RFP)). <br />(b) The County shall, to the extent permitted by North Carolina law and, with <br />respect to personal injury liability and property damage liability, to the extent covered by <br />liability insurance maintained by the County from time to time, indemnify, defend and hold <br />harmless RFP, its partners, officers, agents and employees from and against any and all Losses <br />arising from (i) any material default or breach by the County of its obligations specified herein, <br />(ii) the fact that at any time prior to the commencement of the Management Term hereunder the <br />Facility has not been operated, or the Facility and its premises are not or have not been, in <br />compliance with all Laws, including, but not limited to, the ADA, (iii) the fact that prior to, as of, <br />or after the commencement of the Management Term hereunder there is any condition on, above, <br />beneath or arising from the premises occupied by the Facility which might, tinder any Law, give <br />rise to liability or which would or may require any "response," "removal" or "remedial action" <br />(as such terms are defined under CERCLA), (iv) any structural defect with respect to the Facility <br />or the premises occupied by the Facility prior to, as of or after the commencement of the <br />Management Term hereunder, or (v) any non - compliance with any Pre- existing Agreement on or <br />prior to the commencement of the Management Term, or (vi) any act or omission carried out by <br />RFP at the specific written direction or written instruction of the County and where RFP follows <br />such written direction, its agents or employees; provided, however, that the foregoing <br />indemnification shall not extend to Losses to the extent such Losses arise from any default or <br />breach by RFP of its obligations specified herein. <br />(c) The provisions set forth in subparagraphs (a) and (b) above shall survive <br />termination of this Agreement; provided, however, that a claim for indemnification pursuant to <br />Section 8.1 shall be valid only if the party entitled to such indemnification provides written <br />notice thereof to the other party prior to three (3) years following the date of termination or <br />expiration of this Agreement. <br />(d) The terms of all insurance policies referred to in Section 8, including <br />without limitation (i) the property fiwzance policies of the County, and (ii) the policies of any <br />independent contractors retained by the County or hired by RFP (such as, the food and beverage <br />concessionaire retained by the County and emergency medical technicians who are not employed <br />by RFP), shall preclude subrogation claims against RFP, its partners, the County and their <br />respective officers, directors, employees and agents. RFP and the County hereby release each <br />other from and against any and all loss or damage to property arising out of or incident to any <br />peril required to be insured against herein. The effect of such release is not limited to the amount <br />of insurance actually carried or required to be carried, to the actual proceeds received after a loss <br />or to any deductibles applicable thereto. Each party shall have the insurance company include an <br />endorsement aclmowledging this waiver, if necessary. Either party's failure to carry the required <br />insurance shall not invalidate this waiver. <br />20 <br />