Orange County NC Website
Browse       Search
DocuSign Envelope ID:6DC1ED22-B276-4193-B1F9-548B6AFFC7C5 <br /> 9. Subcontracting. The Owner shall not subcontract work under this Agreement, in <br /> whole or in part, without the County's prior written approval. The Owner shall require <br /> any approved subcontractor to agree, as to the portion subcontracted, to comply with <br /> all applicable federal, state, and local laws, rules, ordinances, and regulations at all <br /> times and in the performance of the work and to comply with all applicable <br /> obligations of the Owner specified in this contract. Notwithstanding County's <br /> approval of a subcontractor, the Owner shall remain obligated for full performance of <br /> this contract and County shall incur no obligation to any subcontractor the Owner <br /> shall indemnify, defend, and hold County harmless from all claims of its contractors. <br /> 10. No Joint Venture or Agency. The County and the Owner each agree and <br /> acknowledge that nothing contained herein or otherwise, including, without <br /> limitation, any act of the County or the Owner under this Agreement, shall be deemed <br /> or construed to create any relationship of joint venture,partnership or agency between <br /> the parties. <br /> 11. 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 /> 12. 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. In determining the basic services to be provided, should any documents be <br /> referenced in or attached to this Agreement, the terms herein shall have priority in <br /> any conflict between the terms of referenced documents and the terms of this <br /> Agreement. <br /> 13. 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 /> The 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 and 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 /> 9 <br />