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5 <br /> f. No Assig[ment. No transfer or assignment of OCHC's interest in this <br /> Agreement shall occur without the prior written consent of the County. <br /> g. Binding Effect. This Agreement shall be binding upon and shall inure <br /> to the benefit of the parties hereto and their respective successors and <br /> assigns. <br /> h. Entire Agreement; Mod;fimtim. This Agreement, with all exhibits and <br /> attachments hereto, constitutes the entire agreement between the county and <br /> OCHC. No modification or amendment to this Agreement shall be binding upon <br /> either party unless made in writing and executed by each party. <br /> i. No Joint Venture ar Agency. The County and OCHC each agree and <br /> acknowledge that nothing contained herein or otherwise, including, without <br /> limitation, any act of the County or OCHC under this Agreement, shall be <br /> deemed or construed to create any relationship of joint venture, partnership <br /> or agency between the parties. <br /> j. Effect of Waiver or frbearance. No failure by the County to insist <br /> upon the strict performance of any term or condition of this Agreement, or to <br /> exercise any right or remedy upon the breach by OCHC of any of its <br /> obligations, agreements, or covenants hereunder, shall be a waiver of such <br /> affected tern or condition or of such breach; nor shall any forbearance by the <br /> County to seek a remedy for any breach by OCHC be a waiver by the County of <br /> its rights and remedies with respect to that or any other breach. <br /> k. Cmerniumg Law. This Agreement shall be construed in accordance with <br /> and governed by the laws of the State of North Carolina. Any litigation <br /> arising out of this Agreement shall be brought in courts sitting in North <br /> Carolina, with venue in Orange County. <br /> 1. SeverabilLity. The provisions of this Agreement are independent of and <br /> separable from each other, and no provision shall be affected or rendered <br /> invalid or unenforceable by the fact that for any reason any other provision <br /> may be invalid or unenforceable in whole or in part. If any provision of this <br /> Agreement or the application thereof to any person or circumstances shall, to <br /> any extent, be or became invalid 7 i rl or unenforceable, the remainder of this <br /> Agreement, or the application of such provision to persons or circumstances <br /> other than those as to which it is held invalid or unenforceable, shall not be <br /> affected thereby, and each provision of this Agreement shall be valid and be <br /> enforced to the fullest extent permitted by law. The County and OCHC agree to <br /> substitute for such provision of this Agreement or the application thereof <br /> determined to be invalid or unenforceable, such other provision as most <br /> closely approximates, in a lawful manner, such invalid, illegal or <br /> unenforceable provision. If the County and OCHC cannot agree, they shall <br /> apply to a court of carpetent jurisdiction to substitute such provision as the <br /> court deems reasonable and judicially valid, legal and enforceable. Such <br /> provision determined by the court shall automatically be deemed part of this <br /> Agreement ab initio. <br /> 4 <br />