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<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 cormectiorm 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 />the services provided by the azchitects, engineers and other agents (other than RFP) retained by
<br />the County in cormection 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 />party 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 />hazrnless 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 time 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, under any Law, give
<br />rise to liability or which would or may require any "response," "removal" or "remedial action"
<br />(as such teens are defined under C.ERCLA), (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 cazried out by
<br />RFP at the specif c 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 indemnif cation 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 tluee (.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 insurance policies of the Coutmty, 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
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