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10 <br />satisfy any judgment adverse to County or to County and Owner jointly, and <br />reimburse the County for any loss, cost, damage, or expense, including attorney <br />fees suffered or incurred by the County. <br />I. 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 Owner specified in this contract. Notwithstanding <br />County's approval of a subcontractor, 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 />J. No Joint Venture or Agency. The County, Owner each agree and acknowledge <br />that nothing contained herein or otherwise, including, without limitation, any act of <br />the County, Owner under this Agreement, shall be deemed or construed to create <br />any relationship of joint venture, partnership or agency between the parties. <br />K. 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 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 <br />by Owner be a waiver by the County of its rights and remedies with respect to that <br />or any other breach. <br />L. 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 />M. 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 <br />become invalid or unenforceable, the remainder of this Agreement, or the <br />application of such provision to persons or circumstances other than those as to <br />which it is held invalid or unenforceable, shall not be affected thereby, and each <br />provision of this Agreement shall be valid and be enforced to the fullest extent <br />permitted by law. The County and Owner agree to substitute for such invalid or <br />unenforceable provision of this Agreement, or the application thereof determined <br />to be invalid or unenforceable, such other provision as most closely approximates, <br />in a lawful manner, such invalid, illegal or unenforceable provision. If the County <br />and Owner cannot agree, they shall apply to a court of competent jurisdiction to <br />substitute such provision as the court deems reasonable and judicially valid, legal <br />DocuSign Envelope ID: C902EFF9-56ED-450F-9212-1E71966C673A