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<br />6 <br /> <br /> <br />CHT shall remain obligated for full performance of this contract and the County shall <br />incur no obligation to any subcontractor. CHT shall indemnify, defend, and hold the <br />County harmless from all claims of its contractors. <br /> <br />H. No Joint Venture or Agency. The County and CHT each agree and acknowledge <br />that nothing contained herein or otherwise, including, without limitation, any act of <br />the County and CHT under this Agreement, shall be deemed or construed to create <br />any relationship of joint venture, partnership or agency between the parties. <br /> <br />I. 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 <br />breach. <br /> <br />J. 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 <br />this Agreement shall be brought in courts sitting in North Carolina, with venue in <br />Orange County. CHT certifies by executing this Agreement that they have not been <br />identified, and have not utilized the services of any agent or subcontractor identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing <br />this Agreement CHT certifies that they have not been identified, and have not <br />utilized the services of any agent or subcontractor identified, on the list created by <br />the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement CHT <br />affirms they are and shall remain in compliance with Article 2 of Chapter 64 of the <br />North Carolina General Statutes. <br /> <br />K. 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 and <br />CHT agree to substitute for such provision of this Agreement or the application thereof <br />determined to be invalid or unenforceable, such other provision as most closely <br />approximates, in a lawful manner, such invalid, illegal or unenforceable provision. If <br />the County and CHT cannot agree, they shall apply to a court of competent jurisdiction <br />to substitute such provision as the court deems reasonable and judicially valid, legal <br />and enforceable. Such provision determined by the court shall automatically be <br />deemed part of this Agreement ab initio. <br /> <br />DocuSign Envelope ID: F9614B21-556E-42D5-A5C1-2B3EF7E3AB01