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DW r7T <br /> 11 <br /> Either the County or OCHC may change the person or address to which any future <br /> Notice shall be given as herein provided. <br /> f. No Assignment. No transfer or assignment of OCHC 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 to <br /> the benefit of the parties hereto and their respective successors and assigns. <br /> h. Indemnification. To the extent legally possible, OCHC shall indemnify <br /> and hold City, its officers, agents, and employees, harmless from and against any and <br /> 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 OCHC and OCHC's <br /> employees, agents, officers, and contractors in connection with this contract. In the <br /> event any such action or claim is brought against City, OCHC shall, upon City's tender, <br /> defend the same at OCHC's sole cost and expense, promptly satisfy any judgment <br /> adverse to City or to City and OCHC, jointly, and reimburse City for any loss, cost, <br /> damage, or expense, including attorney fees suffered or incurred by City. <br /> L Subcontracting. OCHC shall not subcontract work under this contract, in <br /> whole or in part, without County's prior written approval. OCHC shall require any <br /> approved subcontractor to agree, as to the portion subcontracted, to comply with all <br /> applicable federal, state, and local laws, rules, ordinances, and regulations at all times <br /> and in the performance of the work and to comply with all obligations of OCHC specified <br /> in this contract. Notwithstanding County's approval of a subcontractor, OCHC shall <br /> remain obligated for full performance of this contract and City shall incur no obligation to <br /> any subcontractor OCHC shall indemnify, defend, and hold City harmless from all <br /> claims of its contractors. <br /> j. No Joint Venture or Agency. The County and OCHC each agree <br /> and acknowledge that nothing contained herein or otherwise, including, without <br /> limitation, any act of the County or OCHC under this Agreement, shall be deemed or <br /> construed to create any relationship of joint venture, partnership or agency between the <br /> parties. <br /> k. Effect of Waiver or Forbearance. No failure by the County to insist <br /> upon the strict performance of any term or condition of this Agreement, or to exercise <br /> any right or remedy upon the breach by OCHC 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 /> OCHC be a waiver by the County of its rights and remedies with respect to that or any <br /> other breach. <br />