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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. Severability. 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