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21 <br /> Either the County or RSI may change the person or address to which any future Notice shall be <br /> given as herein provided. <br /> e. No Assignment. No transfer or assignment of the interest of RSI in this <br /> Agreement shall occur without the prior written consent of the County; neither may RSI assign <br /> this Agreement without the prior written consent of 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, RSI 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 RSI, its employees, agents, officers, and <br /> contractors in connection with this contract. In the event any such action or claim is brought <br /> against County, RSI shall, upon County's tender, defend the same at RSI's sole cost and expense, <br /> promptly satisfy any judgment adverse to County or to County and RSI jointly, and reimburse <br /> County for any loss, cost, damage, or expense, including attorney fees suffered or incurred by <br /> County. <br /> h. Subcontracting. RSI shall not subcontract work under this contract, in whole or <br /> in part,without County's prior written approval. RSI shall require any approved subcontractor to <br /> agree, as to the portion subcontracted, to comply with all,applicable federal, state, and local laws, <br /> rules, ordinances, and regulations at all times and in the performance of the work and to comply <br /> with all obligations of RSI specified in this contract. Notwithstanding County's approval of a <br /> subcontractor,RSI shall remain obligated for full performance of this contract and County shall <br /> incur no obligation to any subcontractor RSI shall indemnify, defend, and hold County harmless <br /> from all claims of its contractors. <br /> i. No Joint Venture or Agency. The County and RSI each agree and acknowledge <br /> that nothing contained herein or otherwise, including, without limitation, any act of the County <br /> or RSI under this Agreement, shall be deemed or construed to create any relationship of joint <br /> 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 RSI of any of its obligations, agreements, or covenants hereunder, shall be a <br /> 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 RSI 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 /> 21 <br />