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f. 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 /> 9- 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
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