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6 <br /> <br />Either the County or CHT may change the person or address to which any future Notice <br />shall be given as herein provided. <br /> <br />E. No Assignment. No transfer or assignment of the interest of CHT on this Agreement <br />shall occur without the prior written consent of the County; neither may CHT assign this <br />Agreement without the prior written consent of County. <br /> <br />F. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of <br />the parties hereto and their respective successors and assigns. <br /> <br />G. Indemnification. To the extent legally possible, CHT shall indemnify and hold County, <br />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 <br />of or in any way related to any act or failure to act by CHT, its employees, agents, <br />officers, and contractors in connection with this contract. In the event any such action or <br />claim is brought against County, CHT shall, upon County's tender, defend the same at <br />CHT’s sole cost and expense, promptly satisfy any judgment adverse to County or to <br />County and CHT jointly, and reimburse the County for any loss, cost, damage, or <br />expense, including attorney fees suffered or incurred by the County. <br /> <br />H. Subcontracting. CHT shall not subcontract work under this Agreement, in whole or in <br />part, without the County's prior written approval. CHT shall require any approved <br />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 applicable obligations of CHT <br />specified in this contract. Notwithstanding County's approval of a subcontractor, CHT <br />shall remain obligated for full performance of this contract and County shall incur no <br />obligation to any subcontractor. CHT shall indemnify, defend, and hold County <br />harmless from all claims of its contractors. <br /> <br />I. No Joint Venture or Agency. The County and CHT each agree and acknowledge that <br />nothing contained herein or otherwise, including, without limitation, any act of the <br />County and CHT under this Agreement, shall be deemed or construed to create any <br />relationship of joint venture, partnership or agency between the parties. <br /> <br />J. Effect of Waiver or Forbearance. No failure by the County to insist upon the strict <br />performance of any term or condition of this Agreement, or to exercise any right or <br />remedy upon the breach by CHT 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 <br />shall any forbearance by the County to seek a remedy for any breach by CHT be a <br />waiver by the County of its rights and remedies with respect to that or any other breach. <br /> <br />K. Governing Law. This Agreement shall be construed in accordance with and governed <br />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. CHT <br />certifies by executing this Agreement that they have not been identified, and have not <br />DocuSign Envelope ID: 1C608BEC-B713-4BE4-9E53-CD92D598627F