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actions, liabilities, costs, including attorney fees and other costs of defense, arising out of or in
<br /> any way related to any act or failure to act by The Owner, its employees, agents, officers, and
<br /> contractors in connection with this contract. In the event any such action or claim is brought
<br /> against County, the Owner shall, upon County's tender, defend the same at the Owner's sole cost
<br /> and expense, promptly satisfy any judgment adverse to County or to County and the Owner
<br /> jointly, and reimburse the County for any loss, cost, damage, or expense, including attorney fees
<br /> suffered or incurred by the County.
<br /> m. 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 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 Owner specified in
<br /> this contract. Notwithstanding County's approval of a subcontractor, The Owner shall remain
<br /> obligated for full performance of this contract and County shall incur no obligation to any
<br /> subcontractor. The Owner shall indemnify, defend, and hold County harmless from all claims of
<br /> its contractors.
<br /> n. No Joint Venture or Agency. The County, the Owner each agree and
<br /> acknowledge that nothing contained herein or otherwise, including, without limitation, any act of
<br /> the County, 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 /> o. ' 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 Owner of any of its obligations, agreements, or covenants hereunder,
<br /> shall be a waiver of such affected term or condition or of such breach; nor shall any forbearance
<br /> by the County to seek a remedy for any breach by the Owner be a waiver by the County of its
<br /> rights and remedies with respect to that or any other breach.
<br /> P. 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 /> q. 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,
<br /> The Owner 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, the Owner
<br /> cannot agree, they shall apply to a court of competent jurisdiction to substitute such provision as
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