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k. Indemnification. To the extent legally possible, the CHT 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 the CHT, 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, the CHT shall, upon County's tender, defend the same at the CHT's sole cost
<br /> and expense, promptly satisfy any judgment adverse to County or to County and the CHT
<br /> jointly, and reimburse County for any loss, cost, damage, or expense, including attorney fees
<br /> suffered or incurred by County.
<br /> 1. Subcontracting. The CHT shall not subcontract work under this Agreement, in
<br /> whole or in part, without the County's prior written approval. The CHT 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 the CHT specified in
<br /> this contract. Notwithstanding County's approval of a subcontractor, the CHT shall remain
<br /> obligated for full performance of this contract and County shall incur no obligation to any
<br /> subcontractor the CHT shall indemnify, defend, and hold County harmless from all claims of its
<br /> contractors.
<br /> M. No Joint Venture or Agency. The County and the CHT each agree and
<br /> acknowledge that nothing contained herein or otherwise, including, without limitation, any act
<br /> of the County or the CHT under this Agreement, shall be deemed or construed to create any
<br /> relationship of joint venture,partnership or agency between the parties.
<br /> n. 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
<br /> remedy upon the breach by the CHT of any of its obligations, agreements, or covenants
<br /> hereunder, shall be a waiver of such affected term or condition or of such breach; nor shall any
<br /> forbearance by the County to seek a remedy for any breach by the CHT be a waiver by the
<br /> County of its rights and remedies with respect to that or any other breach.
<br /> o. 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 /> P. Severability. The provisions of this Agreement are independent of and
<br /> separable 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,
<br /> and each provision of this Agreement shall be valid and be enforced to the fullest extent
<br /> permitted by law. The County and The CHT agree to substitute for such provision of this
<br /> Agreement or the application thereof determined to be invalid or unenforceable, such other
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