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<br />7. 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 /> <br />8. Indemnification. To the extent legally possible, the Owner shall indemnify and <br />hold County, its officers, agents, and employees, harmless from and against any <br />and all claims, actions, liabilities, costs, including attorney fees and other costs of <br />defense, arising out of or in any way related to any act or failure to act by the Owner, <br />its employees, agents, officers, and contractors in connection with this contract. In <br />the 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 County for any loss, cost, damage, or expense, including attorney fees <br />suffered or 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 <br />require any approved subcontractor to agree, as to the portion subcontracted, to <br />comply with all applicable federal, state, and local laws, rules, ordinances, and <br />regulations at all times and in the performance of the work and to comply with all <br />applicable obligations of the Owner specified in this contract. Notwithstanding <br />County's approval of a subcontractor, the Owner shall remain obligated for full <br />performance of this contract and County shall incur no obligation to any <br />subcontractor the Owner shall indemnify, defend, and hold County harmless from <br />all claims of its contractors. <br /> <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 <br />deemed or construed to create any relationship of joint venture, partnership or <br />agency between the parties. <br /> <br />11. 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 <br />right or remedy upon the breach by the Owner of any of its obligations, agreements, <br />or covenants hereunder, shall be a waiver of such affected term or condition or of <br />such breach; nor shall any forbearance by the County to seek a remedy for any <br />breach by the Owner be a waiver by the County of its rights and remedies with <br />respect to that or any other breach. <br /> <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 <br />this Agreement shall be brought in courts sitting in North Carolina, with venue in <br />Orange County. <br /> <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 />DocuSign Envelope ID: D9F5DB48-6B35-4950-A760-8532DDEBD76E