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<br />10. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
<br />of the parties hereto and their respective successors and assigns.
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<br />11. Indemnification. To the extent legally possible, the Owner shall indemnify and hold
<br />County, its officers, agents, and employees, harmless from and against any and all
<br />claims, actions, liabilities, costs, including attorney fees and other costs of defense,
<br />arising out of or in any way related to any act or failure to act by the Owner, its
<br />employees, agents, officers, and contractors in connection with this contract. In the
<br />event any such action or claim is brought against County, the Owner shall, upon
<br />County's tender, defend the same at the Owner’s sole cost and expense, promptly
<br />satisfy any judgment adverse to County or to County and the Owner jointly, and
<br />reimburse the County for any loss, cost, damage, or expense, including attorney fees
<br />suffered or incurred by the County.
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<br />12. 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
<br />of this contract and County shall incur no obligation to any subcontractor. The
<br />Owner shall indemnify, defend, and hold County harmless from all claims of its
<br />contractors. By executing this Agreement Owner affirms that they and any
<br />subcontractors of Owner are and shall remain in compliance with Article 2 of Chapter
<br />64 of the North Carolina General Statutes. Owner also certifies that they have not
<br />been identified, and have not utilized the services of any agent or subcontractor, on
<br />the list created by the State Treasurer pursuant to G.S. § 147-86.58.
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<br />13. No Joint Venture or Agency. The County, the Owner each agree and acknowledge
<br />that nothing contained herein or otherwise, including, without limitation, any act of
<br />the County, the Owner under this Agreement, shall be deemed or construed to create
<br />any relationship of joint venture, partnership or agency between the parties.
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<br />14. 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.
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<br />15. 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.
<br />DocuSign Envelope ID: 1DB0D1D0-6B1C-4086-81CB-264D8410FEAB
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