|
9
<br />
<br />8. 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 satisfy
<br />any judgment adverse to County or to County and the Owner jointly, and reimburse
<br />County for any loss, cost, damage, or expense, including attorney fees suffered or
<br />incurred by County.
<br />
<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 obligations
<br />of the Owner specified in this contract. Notwithstanding County's approval of a
<br />subcontractor, the Owner shall remain obligated for full performance of this contract
<br />and County shall incur no obligation to any subcontractor the Owner shall indemnify,
<br />defend, and hold County harmless from all claims of its contractors.
<br />
<br />10. No Joint Venture or Agency. The County and the Owner each agree and acknowledge
<br />that nothing contained herein or otherwise, including, without limitation, any act of the
<br />County or the Owner under this Agreement, shall be deemed or construed to create any
<br />relationship of joint venture, partnership or agency between the parties.
<br />
<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 the
<br />Owner be a waiver by the County of its rights and remedies with respect to that or any
<br />other breach.
<br />
<br />12. Governing Law. This Agreement shall be construed in accordance with and governed
<br />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. In
<br />determining the basic services to be provided, should any documents be referenced in
<br />or attached to this Agreement, the terms herein shall have priority in any conflict
<br />between the terms of referenced documents and the terms of this Agreement.
<br />
<br />13. Severability. The provisions of this Agreement are independent of and separable from
<br />each other, and no provision shall be affected or rendered invalid or unenforceable by
<br />the fact that for any reason any other provision may be invalid or unenforceable in
<br />whole or in part. If any provision of this Agreement or the application thereof to any
<br />person or circumstances shall, to any extent, be or become invalid or unenforceable,
<br />DocuSign Envelope ID: FDEBA80C-B05F-4BF1-B91C-624A1EA2F697
|