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<br /> This Agreement will be governed by and construed in accordance with the laws of the
<br /> State of North Carolina and Orange County, without giving effect to otherwise applicable
<br /> principles of conflicts of law. The parties hereby expressly agree that this Agreement is
<br /> made and is to be performed solely in Orange County, North Carolina, and hereby
<br /> consent to the subject matter and personal jurisdiction of the General Court of Justice of
<br /> North Carolina sitting in Orange County, North Carolina and to venue in Orange County,
<br /> North Carolina. If a party hereto institutes legal action against the other party to interpret
<br /> or enforce this Agreement or to obtain damages for any alleged breach, each party shall
<br /> be responsible for its own attorneys' fees. Binding arbitration may not be initiated by
<br /> either party, however, the parties shall engage in nonbinding mediation of any dispute
<br /> prior to the bringing of a claim, complaint, suit, or action on that dispute.
<br /> 12.15 Hazardous Substances.
<br /> (a) PFPC shall not cause or permit any Hazardous Substance (defined below)to be used,
<br /> stored, generated or disposed of on or in the Facility. If Hazardous Substances are
<br /> unlawfully used, stored, generated or disposed of on or in the Facility, or if the Facility
<br /> becomes contaminated in any manner for which PFPC is responsible or liable, PFPC
<br /> shall, to the extent permitted by law, indemnify and hold harmless County from any and
<br /> all claims, damages, fines, judgments, penalties, costs, liabilities or Losses (including,
<br /> without limitation, a decrease in value of the Facility or improvements, damages due to
<br /> loss or restriction of rentable or usable space, or any damages due to adverse impact on
<br /> marketing of the space, and any and all sums paid for settlement of claims, attorneys'
<br /> fees, consultant and expert fees) arising during or after the term hereof and arising as a
<br /> result of such use, storage, generation, disposal, or contamination by PFPC. This
<br /> indemnification includes, without limitation, any and all costs incurred due to any
<br /> investigation of the site, or any cleanup, removal, or restoration mandated by a federal,
<br /> state, or local agency or political subdivision. Without limitation of the foregoing, if PFPC
<br /> causes or permits the presence of any Hazardous Substance on the Facility premises
<br /> and such results in contamination, PFPC shall promptly, at its sole expense, take any and
<br /> all necessary actions to return the Facility premises to the condition existing prior to the
<br /> presence of any such Hazardous Substance on the Facility premises after first obtaining
<br /> County's approval for such remedial action. Pesticides, herbicides, and insecticides;shall
<br /> not be used at the Facility without the express consent of County. PFPC agrees to comply
<br /> with all applicable North Carolina and Federal Hazardous Substances and materials laws
<br /> in exercising its rights under this Agreement. PFPC solely and exclusively responsible
<br /> for prohibiting the introduction of Hazardous Substances to the Facility by any user,
<br /> licensee, lessee, or tenant and upon the discovery of such introduced substances shall
<br /> take immediate action to remove such Hazardous Substances and the offending user,
<br /> licensee, lessee, or tenant from the Facility.
<br /> (b) "Hazardous Substances" shall mean any hazardous wastes, hazardous substances,
<br /> hazardous constituents, toxic substances or related materials, any substance which is
<br /> toxic, ignitable, reactive, or corrosive, whether solids, liquids or gases, including but not
<br /> limited to substances defined as "hazardous waste", "extremely hazardous waste",
<br /> "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive
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