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DRAFT <br /> 20 <br /> Either the County or OCHC may change the person or address to which any future Notice shall <br /> be given as herein provided. <br /> e. No Assignment. No transfer or assignment of OCHC interest in this Agreement <br /> shall occur without the prior written consent of the 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, OCHC shall indemnify and hold <br /> County, its officers, agents, and employees, harmless from and against any and all claims, <br /> actions, liabilities, costs, including attorney fees and other costs of defense, arising out of or in <br /> any way related to any act or failure to act by OCHC and OCHC's employees, agents, officers, <br /> and contractors in connection with this contract. In the event any such action or claim is brought <br /> against County, OCHC shall, upon County's tender, defend the same at OCHC's sole cost and <br /> expense, promptly satisfy any judgment adverse to County or to County and OCHC,jointly, and <br /> reimburse County for any loss, cost, damage, or expense, including attorney fees suffered or <br /> incurred by County. <br /> h. Subcontracting. OCHC shall not subcontract work under this contract, in whole <br /> or in part, without County's prior written approval. OCHC shall require any approved <br /> subcontractor to agree, as to the portion subcontracted, to comply with all applicable federal, <br /> state, and local laws, rules, ordinances, and regulations at all times and in the performance of the <br /> work and to comply with all obligations of OCHC specified in this contract. Notwithstanding <br /> County's approval of a subcontractor, OCHC shall remain obligated for full performance of this <br /> contract and County shall incur no obligation to any subcontractor OCHC shall indemnify, <br /> defend, and hold County harmless from all claims of its contractors. <br /> i. No Joint Venture or Agency. The County and OCHC each agree and <br /> acknowledge that nothing contained herein or otherwise, including, without limitation, any act of <br /> the County or OCHC under this Agreement, shall be deemed or construed to create any <br /> 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 OCHC of any of its obligations, agreements, or covenants hereunder, shall be <br /> a waiver of such affected term 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 its rights and <br /> 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 Agreement <br /> shall be brought in courts sitting in North Carolina, with venue in Orange County. <br /> 1. Severabitity. 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 /> 24 <br />