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Agreement No. PW 31-10-21 Road Maintenance Agreement Contract No. _____________ 5 ___ 7.Assignment, Amendments, Default, Waiver, Agreement Complete, Cancellation or Termination. 7.1. Assignment. The City shall not assign, subcontract, transfer or pledge this Agreement and/or the services to be performed hereunder, whether in whole or in part, without the prior written consent of the County. 7.2.Amendments. Any alterations, variations, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement and signed by the Parties hereto. 7.3.Default. If the City fails to perform any of the provisions of this Agreement or so fails to administer the work as to endanger the performance of the Agreement, this shall constitute a default. Unless the City's default is excused by the County, the County may upon written notice immediately cancel this Agreement in its entirety. 7.4.Waiver. The County's failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. 7.5.Agreement Complete. The entire Agreement between the Parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the Parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. 7.6.Cancellation or Termination. This Agreement may be terminated or cancelled by either party with or without cause upon thirty (30) day written notice. This Agreement shall be terminated or cancelled by either party upon a material breach by the other party. In the event of a termination or cancellation, the County will remain responsible for maintenance cost as provided in this Agreement for maintenance obligations performed by the City that incurred up through the effective date of the termination or cancellation, and the City will be entitled to a prorated payment for the months and fractional months, if any, subject to any equitable adjustment that may be required to account for the effects of a breach. 8.Indemnification. 8.1. The City Indemnifies the County. The City agrees to defend, indemnify and hold harmless the County, its officials, officers, agents, volunteers, and employees from any liability, claims, causes of action, judgments, damages, losses, costs or expenses, including reasonable attorneys’ fees, resulting directly or indirectly from any act or omission of the City or the City’s consultant or sub-consultant, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable in the performance of the services required by this 53