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Docusign Envelope ID : CO3CBB42 -6385-4265-A237- I BAD6C002EB8
<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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