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Either the County or Owner may change the person or address to which any future <br />Notice shall be given as herein provided. <br />v. No Assignment. No transfer or assignment of the interest of Owner in this Agreement <br />shall occur without the prior written consent of the County; neither may Owner assign <br />this Agreement without the prior written consent of the County. <br /> <br />vi. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit <br />of the parties hereto and their respective successors and assigns. <br /> <br />vii. Indemnification. To the extent legally possible, Owner shall indemnify and hold the <br />County, its officers, agents, and employees, harmless from and against any and all <br />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 Owner, its employees, <br />agents, officers, and contractors in connection with this contract. In the event any such <br />action or claim is brought against the County, Owner shall, upon the County's tender, <br />defend the same at Owner’s sole cost and expense, promptly satisfy any judgment <br />adverse to the County or to the County and Owner jointly, and reimburse the County <br />for any loss, cost, damage, or expense, including attorney fees suffered or incurred by <br />the County. <br /> <br />viii. Subcontracting. Owner shall not subcontract work under this Agreement, in whole <br />or in part, without the County's prior written approval. Owner 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 applicable obligations of <br />Owner specified in this contract. Notwithstanding the County's approval of a <br />subcontractor, Owner shall remain obligated for full performance of this contract and <br />the County shall incur no obligation to any subcontractor. Owner shall indemnify, <br />defend, and hold the County harmless from all claims of its contractors. <br /> <br />ix. No Joint Venture or Agency. The County and Owner each agree and acknowledge <br />that nothing contained herein or otherwise, including, without limitation, any act of the <br />County and Owner under this Agreement, shall be deemed or construed to create any <br />relationship of joint venture, partnership or agency between the parties. <br /> <br />x. 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 Owner 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 Owner be a <br />waiver by the County of its rights and remedies with respect to that or any other breach. <br /> <br />DocuSign Envelope ID: D30731DD-899C-4474-9F67-CBE9A191E199