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5 <br />h. Entire Agreement; Modification. This Agreement, with all exhibits and <br />attachments hereto, constitutes the entire agreement between the County and OPC. <br />No modification or amendment to this Agreement shall be binding upon either party <br />unless made in writing and executed by each party. <br />i. No Joint Venture or Agency. The County and OPC each agree and <br />acknowledge that nothing contained herein or otherwise, including, without limitation, <br />any act of the County or OPC under this Agreement, shall be deemed or construed to <br />create any relationship of joint venture, partnership or agency between the parties. <br />j. Effect of Waiver or Forbearance. No failure by the County to insist upon <br />the strict performance of any term or condition of this Agreement, or to exercise any <br />right or remedy upon the breach by OPC 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 />OPC be a waiver by the County of its rights and remedies with respect to that or any <br />other breach. <br />k. Governing Law. This Agreement shall be construed in accordance with <br />and 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 Orange <br />County. <br />I. Severability. The provisions of this Agreement are independent of and <br />separable 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 application <br />thereof to any person or circumstances shall, to any extent, be or become invalid or <br />unenforceable, the remainder of this Agreement, or the application of such provision to <br />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 />OPC agree to substitute for such provision of this Agreement or the application thereof <br />determined to be invalid or unenforceable, such other provision as most closely <br />approximates, in a lawful manner, such invalid, illegal or unenforceable provision. If the <br />County and OPC 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 and <br />enforceable. Such provision determined by the court shall automatically be deemed <br />part of this Agreement ab initio. <br />m. Equal Opportunity. OPC shall not discriminate against any employee or <br />applicant for employment because of race, color, religion, sex, national origin, political <br />affiliation or belief, age, or handicap. <br />