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9 <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 indemnify, defend, and hold County harmless from all claims of <br /> 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, <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 Town be a waiver by the County of its <br /> rights and 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 <br /> Agreement shall be brought in courts sitting in North Carolina, with venue in Orange County. <br /> in 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 /> The Town 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 The Town <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 />