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contractors in connection with this contract. In the event any such action or claim is brought <br />against County, the Town shall, upon County's tender, defend the same at the Town's sole cost <br />and expense, promptly satisfy any judgment adverse to County or to County and the Town <br />jointly, and reimburse County for any loss, cost, damage, or expense, including attorney fees <br />suffered or incurred by County. <br />i. Subcontracting. The Town shall not subcontract work under this contract, in <br />whole or in part, without the County's prior written approval. The Town shall require any <br />approved subcontractor to agree, as to the portion subcontracted, to comply with all applicable <br />federal, state, and local laws, rules, ordinances, and regulations at all times and in the <br />performance of the work and to comply with all applicable obligations of the Town specified in <br />this contract. Notwithstanding County's approval of a subcontractor, the Town shall remain <br />obligated for full performance of this contract and County shall incur no obligation to any <br />subcontractor the Town shall to the extent permitted by law, indemnify, defend, and hold County <br />harmless from all claims of its contractors. <br />j. No Joint Venture or Agency. The County and the Town each agree and <br />acknowledge that nothing contained herein or otherwise, including, without limitation, any act of <br />the County or the Town under this Agreement, shall be deemed or construed to create any <br />relationship of joint venture, partnership or agency between the parties. <br />k. 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 the Town of any of its obligations, agreements, or covenants hereunder, shall <br />be a waiver of such affected term or condition or of such breach; nor shall any forbearance by the <br />County to seek a remedy for any breach by the Town be a waiver by the County of its rights and <br />remedies with respect to that or any other breach. <br />1. 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 />m. 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 Agreement <br />shall be valid and be enforced to the fullest extent permitted by law. The County and the Town <br />agree to substitute for such provision of this Agreement or the application thereof determined to <br />be invalid or unenforceable, such other provision as most closely approximates, in a lawful <br />manner, such invalid, illegal or unenforceable provision. If the County and the Town cannot <br />agree, they shall apply to a court of competent jurisdiction to substitute such provision as the <br />Page 7 <br />