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recover or withhold the amount of the cost incurred by Contractor in providing such , gratuities . Article 15 , Special Tools & Test Equipment - If any of the prices stated in the Proposal Schedule include the cost of any special tooling or special test equipment fabricated or required by Contractor for the purpose of filling this order or performing this service , such special tooling equipment and any process sheets related thereto shall become the property of County and , to the extent feasible , shall be identified by Contractor as such . Article 16 . Force Majeure - Except as otherwise expressly provided herein , County shall not be liable for any failure or delay in the performance of its obligations under this Contract due to causes not reasonably within its control , including , but not limited to , acts of civil or military authority , including courts and regulatory agencies , superior governmental authority , God , war , riot or insurrection , inability to obtain required construction permits , blockages , embargoes , sabotages , epidemics , fires , floods , strikes , lockouts or other labor difficulties , provided such labor difficulties do not arise from inequitable labor practices . In the event of any failure or delay resulting from such causes , upon notice to the other party within five ( 5 ) business days of occurrence of the event giving rise to the delay , the time for performance hereunder shall be extended for a period of time reasonably necessary to overcome the effects of such delays . In the event any such failure or delay shall last for a period of more than forty-five ( 45 ) calendar days , then either party may terminate this Contract forthwith , in whole or in part , by notice , in writing , to the other. Article 17 . Assignment- Delegation - No right or interest in this Contract shall be assigned nor any obligation made by Contractor delegated without the written permission of County . Any attempted assignment or delegation by Contractor shall be wholly void and totally ineffective for all purposes unless made in conformity with this Article 17 . Article 18 . Subcontractors - Contractor shall not sublet the whole or any part of this Contract without the consent and written approval of County ' s designated representative . Article 19 . Waiver - No claim or right arising out of a breach of this Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party . Article 20 . Modifications - This Contract may be modified or rescinded only by a writing signed by both of the parties or their duly authorized agents . Article 21 . Interpretation -Parol Evidence - This writing is intended by the parties as a final expression of their Contract and is a complete and exclusive embodiment of the terms of their Contract . Neither prior course of prior dealings between the parties nor usage of the trade shall be used to supplement or explain any term used herein . Article 22 . Applicable Law - This Contract shall be governed by the Uniform Commercial Code . Any term used in this Contract and defined in the Uniform Commercial Code , shall have the meaning contained in the Code . As used herein , the indianrivercontract400l . doc Page 4 of 25 Document last printed 05/ 18/00 10 : 39 AM