|
• h. Indemnification. To the extent permitted by law, OCHLT shall indemnify and
<br />hold County, its officers, agents, and employees, harmless from and against any and all claims,
<br />actions, liabilities, costs, including attorney fees and other costs of defense, arising out of or in
<br />any way related to any act or failure to act by OCHLT, its employees, agents, officers, and
<br />contractors in connection with this contract. In the event any such action or claim is brought
<br />against County, OCHI,T shall, upon County's tender, defend the same at OCHLT' sole cost and
<br />expense, promptly satisfy any judgment adverse to County or to County and OCHLT jointly,
<br />and reimburse County for any loss, cost, damage, or expense, including attorney fees suffered or
<br />incurred by County.
<br />i. Subcontracting. OCHLT shall not subcontract work under this Agreement, in
<br />whole or in part, without the County's prior written approval. OCHLT shall require any
<br />approved subcontractor to agree, as to the portion subcontracted, to comply with all applicable
<br />federal, state, and local laws, rules, ordinances, .and regulations at all times and in the
<br />performance of the work and to comply with all applicable obligations of OCHLT specified in
<br />this contract. Notwithstanding County's approval of a subcontractor, OCHLT shall remain
<br />obligated for full performance of this contract and County shall incur no obligation to any
<br />subcontractor OCHLT shall indemnify, defend, and hold County harmless from all claims of its
<br />contractors.
<br />j. No Joint Venture or Agency. The County and OCHLT each agree and
<br />acknowledge that nothing contained herein or otherwise, including, without limitation, any act
<br />of the County or OCHLT under this Agreement, shall be deemed or construed to create any
<br />relationship of joint venture, partnership or agency between the parties.
<br />k. Effect of Waiver or Forbearance. No failure by the County to insist upon the
<br />strict performance of any term or condition of this Agreement, or to exercise any right or remedy
<br />upon the breach by OCHLT of any of its obligations, agreements, or covenants hereunder, shall
<br />be a waiver of such affected term or condition or of such breach; nor shall any forbearance by
<br />the County to seek a remedy for any breach by OCHLT be a waiver by the County of its rights
<br />and remedies with respect to that or any other breach.
<br />1. Governing Law. This Agreement shall be construed in accordance with and.
<br />governed by the laws of the State of North Cazolina. Any litigation arising out of this
<br />Agreement shall be brought in courts sitting in North Cazolina, with venue in Orange County.
<br />m. Severability. The provisions of this Agreement aze independent of and
<br />sepazable from each other, and no provision shall be affected or rendered invalid or
<br />unenforceable by the fact that for any reason any other provision may be invalid or
<br />unenforceable in whole or in part. If any provision of this Agreement or the application thereof
<br />to any person or circumstances shall, to any extent, be or become invalid or unenforceable, the
<br />remainder of this Agreement, or the application of such provision to persons or circumstances
<br />other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and
<br />each provision of this Agreement shall be valid and be enforced to the fullest extent permitted
<br />by law. The County and OCHLT agree to substitute for such provision of this Agreement or the
<br />6
<br />
|