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8 <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 EmPOWERrnent 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 Cazolina, with venue in Orange County. <br />1. Severability. The provisions of this Agreement aze 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 provisi6n of this <br />Agreement shall be valid and be enforced to the fullest extent permitted by law. The County and <br />EmPOWERment agree to substitute for such provision of this Agreement or the application <br />thereof 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 County <br />and EmPOWERment 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 part of this <br />Agreement ab initio. <br />m. Equal Opportunity. EmPOWERment shall not discriminate against any <br />employee or applicant for employment because of race, color, religion, sex, national origin, <br />