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<br />g. Indemnification. To the extent legally possible, Habitat shall indemnify and hold
<br />County, its officers, agents, and employees, harmless from and against any and all claims,
<br />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 Habitat, 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, Habitat shall, upon County's tender, defend the same at Habitat's sole cost and
<br />expense, promptly satisfy any judgment adverse to County or to County and Habitat jointly, and
<br />reimburse County for any loss, cost, damage, or expense, including attorney fees suffered or
<br />incurred by County.
<br />h. Subcontracting. Habitat shall not subcontract work under this contract, in whole
<br />or in part, without 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 obligations of Habitat specified in this contract. Notwithstanding
<br />County's approval of a subcontractor, Habitat shall remain obligated for full performance of this
<br />contract and County shall incur no obligation to any subcontractor Habitat shall indemnify,
<br />defend, and hold County harmless from all claims of its contractors.
<br />i. 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 />j. 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 term or condition or of such breach; nor shall any forbearance by
<br />the County to seek a remedy for any breach by Habitat be a waiver by the County of its rights
<br />and remedies with respect to that or any other breach.
<br />k. 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 County.
<br />1. 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.
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