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j. Binding Effect. This Agreement shall be binding upon and shall inure to the
<br /> benefit of the parties hereto and their respective successors and assigns.
<br /> k. Indemnification. To the extent legally possible, HABITAT shall indemnify and
<br /> hold 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 The Habitat's or
<br /> HABITAT's sole cost and expense, promptly satisfy any judgment adverse to County or to
<br /> County and HABITAT jointly, and reimburse the County for any loss, cost, damage, or expense,
<br /> including attorney fees 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
<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 HABITAT specified in
<br /> this contract. Notwithstanding County's approval of a subcontractor, HABITAT shall remain
<br /> obligated for full performance of this contract and County shall incur no obligation to any
<br /> subcontractor. HABITAT shall indemnify, defend, and hold County harmless from all claims of
<br /> 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 and 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,
<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 HABITAT be a waiver by the County of its
<br /> rights and 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
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