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e. No Assignment. No transfer or assignment of the interest of EmPOWERment in <br /> this Agreement shall occur without the prior written consent of the County; neither may <br /> EmPOWERment assign this Agreement without the prior written consent of County. <br /> f. 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 /> g. Indemnification. To the extent legally possible, EmPOWERment shall <br /> indemnify and 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 defense, <br /> arising out of or in any way related to any act or failure to act by EmPOWERment, its <br /> employees, agents, officers, and contractors in connection with this contract. In the event any <br /> such action or claim is brought against County, EmPOWERment shall, upon County's tender, <br /> defend the same at EmPOWERment's sole cost and expense, promptly satisfy any judgment <br /> adverse to County or to County and EmPOWERment jointly, and reimburse County for any loss, <br /> cost, damage, or expense, including attorney fees suffered or incurred by County. <br /> h. Subcontracting. EmPOWERment shall not subcontract work under this contract, <br /> in whole or in part, without County's prior written approval. EmPOWERment shall require any <br /> approved subcontractor to agree, as to the portion subcontracted, to comply with all applicable <br /> federal, state, and local laws, rules, ordinances, and regulations at all times and in the <br /> performance of the work and to comply with all obligations of EmPOWERment specified in this <br /> contract. Notwithstanding County's approval of a subcontractor, EmPOWERment shall remain <br /> obligated for full performance of this contract and County shall incur no obligation to any <br /> subcontractor EmPOWERment shall indemnify, defend, and hold County harmless from all <br /> claims of its contractors. <br /> i. No Joint Venture or Agency. The County and EmPOWERment each agree and <br /> acknowledge that nothing contained herein or otherwise, including, without limitation, any act of <br /> the County or EmPOWERment under this Agreement, shall be deemed or construed to create <br /> 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 the <br /> strict performance of any term or condition of this Agreement, or to exercise any right or remedy <br /> upon the breach by EmPOWERment of any of its obligations, agreements, or covenants <br /> hereunder, shall be a waiver of such affected term or condition or of such breach; nor shall any <br /> forbearance by the County to seek a remedy for any breach by EmPOWERment be a waiver by <br /> the County of its rights and remedies with respect to that or any other breach. <br /> k. 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 County. <br /> 1. 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 unenforceable by the <br /> fact that for any reason any other provision may be invalid or unenforceable in whole or in part. <br /> 6 <br />