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<br /> <br />Owner shall indemnify, defend, and hold County harmless from all claims of its <br />contractors. By executing this Agreement Owner affirms that they and any <br />subcontractors of Owner are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. Owner also certifies that they have not <br />been identified, and have 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 /> <br />13. No Joint Venture or Agency. The County, the Owner each agree and acknowledge <br />that nothing contained herein or otherwise, including, without limitation, any act of <br />the County, the Owner under this Agreement, shall be deemed or construed to create <br />any relationship of joint venture, partnership or agency between the parties. <br /> <br />14. 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 the Owner of any of its obligations, agreements, or <br />covenants hereunder, shall be a waiver of such affected term or condition or of such <br />breach; nor shall any forbearance by the County to seek a remedy for any breach by <br />the Owner be a waiver by the County of its rights and remedies with respect to that or <br />any other breach. <br /> <br />15. 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 <br />County. <br /> <br />16. Severability. The provisions of this Agreement are independent of and separable <br />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 <br />application thereof to any person or circumstances shall, to any extent, be or become <br />invalid or unenforceable, the remainder of this Agreement, or the application of such <br />provision to persons or circumstances other than those as to which it is held invalid or <br />unenforceable, shall not be affected thereby, and each provision of this Agreement <br />shall be valid and be enforced to the fullest extent permitted by law. The County, The <br />Owner agree to substitute for such provision of this Agreement or the application <br />thereof determined to be invalid or unenforceable, such other provision as most <br />closely approximates, in a lawful manner, such invalid, illegal or unenforceable <br />provision. If the County, the Owner cannot agree, they shall apply to a court of <br />competent jurisdiction to substitute such provision as the court deems reasonable and <br />judicially valid, legal and enforceable. Such provision determined by the court shall <br />automatically be deemed part of this Agreement ab initio. <br /> <br />17. Equal Opportunity. The Owner shall not discriminate against any employee or <br />applicant for employment because of race, color, religion, sex, national origin, <br />political affiliation or belief, age, handicap, or familial status in the implementation of <br />the Project. <br />DocuSign Envelope ID: 26C611FC-889B-477B-8950-766E41A4752D