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i <br /> j• No Joint Venture or Agency. The County and OPC Foundation each agree and <br /> acknowledge that nothing contained herein or-otherwise,including,without limitation, any act of <br /> the County or-OPC Foundation under-this Agreement, shall be deemed or construed to create any <br /> relationship ofJoint 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 terra or condition of this Agreement, or-to exercise any right or remedy <br /> upon the breach by OPC Foundation 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 OPC Foundation be a waiver-by <br /> the County of•its rights and remedies with respect to that or,any other breach. <br /> 1. 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 Agreement <br /> shall be brought in courts sitting in North Carolina,with venue in 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 unenforceable by the <br /> fact that for any reason any other-provision may be invalid or unenforceable in whole or in part. <br /> If any provision of this Agreement or- the application thereof to any person or circumstances <br /> shall, to any extent,be or become invalid or unenforceable,the remainder of this Agreement, or- <br /> the application of such provision to persons or, circumstances other than those as to which it is <br /> held invalid or 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 OPC <br /> Foundation 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 approximates, in <br /> a lawful manner, such invalid, illegal or- unenforceable provision If the County and OPC <br /> Foundation cannot agree, they shall apply to a court of competent jurisdiction to substitute such <br /> provision as the court deems reasonable and .judicially valid, legal and enforceable Such <br /> provision determined by the court shall automatically be deemed part of this Agreement ab initio <br /> n Equal Opportunity. OPC Foundation shall not discriminate against any <br /> employee or applicant for- employment because of race, color, religion, sex, national origin, <br /> political affiliation or- belief; age, handicap, or familial status in the implementation of the <br /> Project.. <br /> o.. Headings.Headings are far•convenience only and shall not be used to interpret or <br /> construe its provision. <br /> p, Gender; Singular and Plural. As used herein, the neuter gender includes the <br /> feminine and masculine,. The masculine includes the feminine and neuter, and the feminine <br /> includes the masculine and neuter and each includes a corporation, partnership or other, legal <br /> entity when the context so requires The singular number includes the plural and vice versa, <br /> whenever-the context so requires. <br /> 7 <br />