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against the County, Habitat shall, upon the County's tender, defend the same at Habitat' sole cost <br />and expense, promptly satisfy any judgment adverse to the County or to the County and Habitat <br />jointly, and reimburse the County for any loss, cost, damage, or expense, including attorney fees <br />suffered or incurred by the County. <br />1. Subcontracting. Habitat shall not subcontract work under this Agreement, in <br />whole or in part, without the County's prior written approval. Habitat shall require any approved <br />subcontractor to agree, as to the portion subcontracted, to comply with all applicable federal,. <br />state, and local laws, rules, ordinances, and regulations at all times and in the performance of the <br />work and to comply with all applicable obligations of Habitat specified in this contract. <br />Notwithstanding the County's approval of a subcontractor, Habitat shall remain obligated for full <br />performance of this contract and the County shall incur no obligation to any subcontractor <br />Habitat shall indemnify, defend, and hold the County harmless from all claims of its contractors. <br />m. No Joint Venture or Agency. The County and Habitat each agree and <br />acknowledge that nothing contained herein or otherwise, including, without limitation, any act of <br />the County or Habitat under this Agreement, shall be deemed or construed to create any <br />relationship of joint venture, partnership or agency between the parties. <br />n. Effect of Waiver or Forbearance. No failure by the County to insist upon the <br />strict performance of any term or condition of this Agreement, or to exercise any right or remedy <br />upon the breach by Habitat of any of its obligations, agreements, or covenants hereunder, shall <br />be a waiver of such affected teen or condition or of such breach; nor shall any forbearance by the <br />County to seek a remedy for any breach by Habitat be a waiver by the County of its rights and <br />remedies with respect to that or any other breach. <br />o. 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 Agreement <br />shall be brought in courts sitting in North Carolina, with venue in Orange County. <br />p. 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 unenforceable by the <br />fact that for any reason any other provision may be invalid or unenforceable in whole or in part. <br />If any provision of this Agreement or the application thereof to any person or circumstances <br />shall, to any extent, be or become invalid or unenforceable, the remainder of this Agreement, or <br />the application of such provision to persons or circumstances other than those as to which it is <br />held invalid or unenforceable, shall not be affected thereby, and each provision of this <br />Agreement shall be valid and be enforced to the fullest extent permitted by law. The County and <br />Habitat 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 approximates, in <br />a lawful manner, such invalid, illegal or unenforceable provision. If the County and Habitat <br />cannot agree, they shall apply to a court of competent jurisdiction to substitute such provision as <br />the 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 />9 <br />