|
DocuSign Envelope ID:CD9F8982-55C9-4553-9BE5-F346295164C5
<br /> 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 Owner, its employees, agents, officers, and
<br /> contractors in connection with this contract. In the event any such action or claim is
<br /> brought against County, Owner shall, upon County's tender, defend the same at Owner's
<br /> sole cost and expense,promptly satisfy any judgment adverse to County or to County and
<br /> Owner jointly, and reimburse the County for any loss, cost, damage, or expense,
<br /> including attorney fees suffered or incurred by the County.
<br /> L. Subcontracting. The Owner shall not subcontract work under this Agreement, in whole
<br /> or in part, without the County's prior written approval. The Owner shall require any
<br /> approved subcontractor to agree, as to the portion subcontracted, to comply with all
<br /> applicable federal, state, and local laws, rules, ordinances, and regulations at all times and
<br /> in the performance of the work and to comply with all applicable obligations of Owner
<br /> specified in this contract. Notwithstanding County's approval of a subcontractor, Owner
<br /> shall remain obligated for full performance of this contract and County shall incur no
<br /> obligation to any subcontractor. The Owner shall indemnify, defend, and hold County
<br /> harmless from all claims of its contractors.
<br /> M. No Joint Venture or Agency. The County, Owner each agree and acknowledge that
<br /> nothing contained herein or otherwise, including, without limitation, any act of the
<br /> County, Owner 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 strict
<br /> performance of any term or condition of this Agreement, or to exercise any right or
<br /> remedy upon the breach by Owner 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
<br /> shall any forbearance by the County to seek a remedy for any breach by Owner be a
<br /> waiver by the 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 governed
<br /> by the laws of the State of North Carolina. Any litigation arising out of this Agreement
<br /> shall be brought in courts sitting in North Carolina, with venue in Orange County. By
<br /> executing this Agreement Provider affirms that Provider and any subcontractors of
<br /> Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North
<br /> Carolina General Statutes. By executing this Agreement Provider certifies that Provider
<br /> has not been identified, and has not utilized the services of any agent or subcontractor, on
<br /> the list created by the State Treasurer pursuant to G.S. 147-86.58.
<br /> P. Severability. The provisions of this Agreement are independent of and separable from
<br /> each other, and no provision shall be affected or rendered invalid or unenforceable by the
<br /> fact that for any reason any other provision may be invalid or unenforceable in whole or
<br /> in part. If any provision of this Agreement or the application thereof to any person or
<br /> circumstances shall, to any extent, be or become invalid or unenforceable, the remainder
<br /> of this Agreement, or the application of such provision to persons or circumstances other
<br /> than those as to which it is held invalid or unenforceable, shall not be affected thereby,
<br />
|