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state, and local laws, rules, ordinances, and regulations at all times and in the performance of the <br />work and to comply with all applicable obligations of CHT specified in this contract. <br />Notwithstanding County's approval of a subcontractor, CHT shall remain obligated for full <br />performance of this contract and County shall incur no obligation to any subcontractor CHT <br />shall indemnify, defend, and hold County harmless fiom all claims of its contractors. <br />j. No Joint Venture or Agency. The County and CHT each agree and <br />acknowledge that nothing contained herein or otherwise, including, without limitation, any act <br />of the County or CHT 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 CHT of any of its obligations, agreements, or• covenants hereunder, shall be <br />a waiver of such affected term or condition or• of such breach; nor shall any forbearance by the <br />County to seek a remedy for any breach by CHT be a waiver by the County of its rights and <br />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 Carolina. Any litigation arising out of this <br />Agreement shall be brought in courts sitting in North Carolina, with venue in Orange County. <br />m. Severability. The provisions of this Agreement are independent of and <br />separable frorn 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 circurstances 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 CHT agree to substitute for such provision of this Agreement or the <br />application thereof determined to be invalid or• unenforceable, such other provision as most <br />closely approximates, in a lawful rnanner, such invalid, illegal or• unenforceable provision. If <br />the County and CHT cannot agree, they shall apply to a court of competent jurisdiction to <br />substitute such provision as the court deems reasonable and judicially valid, legal and <br />enforceable. Such provision determined by the court shall automatically be deemed part of this <br />Agreement ab initio. <br />n. );qual Opportunity. CHT shall not discriminate against any employee or <br />applicant for employment because of race, color, religion, sex, national origin, political <br />affiliation or belief, age, handicap, or familial status in the implementation of the Project. <br />o. Headings. Headings are for convenience only and shall not be used to interpret <br />or construe its provision. <br />7 <br />