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Docusign Envelope ID: 5C622784- 3DD9- 4F2B- 8D53- D3D3E1 D35BD4 <br />1I�10NVI12/58IIIIIIIIIINIIUIIII 'tlfd <br />obligation to any subcontractor. CHT shall indemnify, defend, and hold County <br />harmless from all claims of its contractors. <br />N. No Joint Venture or Agency. The County and CHT each agree and acknowledge that <br />nothing contained herein or otherwise, including, without limitation, any act of the <br />County and CHT under this Agreement, shall be deemed or construed to create any <br />relationship of joint venture, partnership or agency between the parties. <br />O. 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 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 <br />shall any forbearance by the County to seek a remedy for any breach by CHT be a <br />waiver by the County of its rights and remedies with respect to that or any other breach. <br />P. 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. <br />Q. 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 <br />the fact that for any reason any other provision may be invalid or unenforceable in <br />whole or in part. If any provision of this Agreement or the application thereof to any <br />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 <br />circumstances other than those as to which it is held invalid or unenforceable, shall not <br />be affected thereby, and each provision of this Agreement shall be valid and be enforced <br />to the fullest extent permitted by law. The County and CHT agree to substitute for such <br />provision of this Agreement or the application thereof determined to be invalid or <br />unenforceable, such other provision as most closely approximates, in a lawful manner, <br />such invalid, illegal or unenforceable provision. If the County and CHT cannot agree, <br />they shall apply to a court of competent jurisdiction to substitute such provision as the <br />court deems reasonable and judicially valid, legal and enforceable. Such provision <br />determined by the court shall automatically be deemed part of this Agreement ab initio. <br />R. Equal Opportunity. CHT shall not discriminate against any employee or applicant for <br />employment because of race, color, religion, sex, national origin, political affiliation or <br />belief, age, handicap, or familial status in the implementation of the Project. <br />S. Headings. Headings are for convenience only and shall not be used to interpret or <br />construe its provision. <br />T. Gender; Singular and Plural. As used herein, the neuter gender includes the feminine <br />and masculine. The masculine includes the feminine and neuter, and the feminine <br />includes the masculine and neuter and each includes a corporation, partnership or other <br />10 <br />