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DocuSign Envelope ID: 7C3119A7- D81B- 45AB- 993C- 13CE5D767031 <br />9. 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 <br />any approved subcontractor to agree, as to the portion subcontracted, to comply with <br />all applicable federal, state, and local laws, rules, ordinances, and regulations at all <br />times and in the performance of the work and to comply with all applicable <br />obligations of the Owner specified in this contract. Notwithstanding County's <br />approval of a subcontractor, the Owner shall remain obligated for full performance of <br />this contract and County shall incur no obligation to any subcontractor the Owner <br />shall indemnify, defend, and hold County harmless from all claims of its contractors. <br />10. No Joint Venture or Agency. The County and the Owner each agree and <br />acknowledge that nothing contained herein or otherwise, including, without <br />limitation, any act of the County or the Owner under this Agreement, shall be deemed <br />or construed to create any relationship of joint venture, partnership or agency between <br />the parties. <br />11. Effect of Waiver or Forbearance. No failure by the County to insist upon the strict <br />performance of any term or condition of this Agreement, or to exercise any right or <br />remedy upon the breach by the Owner of any of its obligations, agreements, or <br />covenants hereunder, shall be a waiver of such affected term or condition or of such <br />breach; nor shall any forbearance by the County to seek a remedy for any breach by <br />the Owner be a waiver by the County of its rights and remedies with respect to that or <br />any other breach. <br />12. 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 <br />County. In determining the basic services to be provided, should any documents be <br />referenced in or attached to this Agreement, the terms herein shall have priority in <br />any conflict between the terms of referenced documents and the terms of this <br />Agreement. <br />13. 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 <br />unenforceable by the fact that for any reason any other provision may be invalid or <br />unenforceable in whole or in part. If any provision of this Agreement or the <br />application thereof to any person or circumstances shall, to any extent, be or become <br />invalid or unenforceable, the remainder of this Agreement, or the application of such <br />provision to persons or circumstances other than those as to which it is held invalid or <br />unenforceable, shall not be affected thereby, and each provision of this Agreement <br />shall be valid and be enforced to the fullest extent permitted by law. The County and <br />The Owner agree to substitute for such provision of this Agreement or the application <br />thereof determined to be invalid or unenforceable, such other provision as most <br />closely approximates, in a lawful manner, such invalid, illegal or unenforceable <br />provision. If the County and the Owner cannot agree, they shall apply to a court of <br />competent jurisdiction to substitute such provision as the court deems reasonable and <br />9 <br />