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<br />subcontractor, the Owner shall remain obligated for full performance of this contract <br />and County shall incur no obligation to any subcontractor the Owner shall indemnify, <br />defend, and hold County harmless from all claims of its contractors. <br /> <br />J. No Joint Venture or Agency. The County and the Owner each agree and acknowledge <br />that nothing contained herein or otherwise, including, without limitation, any act of the <br />County or the Owner under this Agreement, shall be deemed or construed to create any <br />relationship of joint venture, partnership or agency between the parties. <br /> <br />K. 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 the <br />Owner be a waiver by the County of its rights and remedies with respect to that or any <br />other breach. <br /> <br />L. 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 /> <br />M. 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 ma y 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, <br />the 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 <br />enforced to the fullest extent permitted by law. The County and The Owner agree to <br />substitute for such provision of this Agreement or the application thereof determined <br />to be invalid or unenforceable, such other provision as most closely approximates, in a <br />lawful manner, such invalid, illegal or unenforceable provision. If the County and the <br />Owner cannot agree, they shall apply to a court of competent jurisdiction to substitute <br />such provision as the court deems reasonable and judicially valid, legal and <br />enforceable. Such provision determined by the court shall automatically be deemed <br />part of this Agreement ab initio. <br /> <br />N. Equal Opportunity. The Owner shall not discriminate against any employee or <br />applicant for employment because of race, color, religion, sex, national origin, political <br />affiliation or belief, age, handicap, or familial status in the implementation of the <br />Project. <br /> <br />O. Headings. Headings are for convenience only and shall not be used to interpret or <br />construe the provisions of this Agreement. <br /> <br />DocuSign Envelope ID: 32CE5800-8AE6-4AEC-B93D-DCC116731946