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interest and shall acquire any financial interest, direct or indirect, that would conflict in any
<br />manner or degree with the performance of services required under this Agreement. The Provider
<br />further covenants that in performance of this Agreement no person having such a financial
<br />interest shall be employed or retained by The Provider hereunder. These conflicts of interest
<br />provisions apply to any person who is an employee, agent, consultant, or elected official or
<br />appointed official of the County, or any designated public agencies or subrecipients that are
<br />receiving funds under the County HOME Investment Partnership Program.
<br />j. 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 />k. Indemnification. To the extent legally possible, The Provider shall indemnify
<br />and hold 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, arising out of
<br />or in any way related to any act or failure to act by The Provider, its employees, agents, officers,
<br />and contractors in connection with this contract. In the event any such action or claim is brought
<br />against County, The Provider shall, upon County's tender, defend the same at The Provider' sole
<br />cost and expense, promptly satisfy any judgment adverse to County or to County and The
<br />Provider jointly, and reimburse County for any loss, cost, damage, or expense, including attorney
<br />fees suffered or incurred by County.
<br />1. Subcontracting. The Provider shall not subcontract work under this Agreement,
<br />in whole or in part, without the County's prior written approval. The Provider shall require any
<br />approved 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 The Provider specified
<br />in this contract. Notwithstanding County's approval of a subcontractor, The Provider shall
<br />remain obligated for full performance of this contract and County shall incur no obligation to any
<br />subcontractor The Provider shall indemnify, defend, and hold County harmless from all claims
<br />of its contractors.
<br />m. No Joint Venture or Agency. The County and The Provider each agree and
<br />acknowledge that nothing contained herein or otherwise, including, without limitation, any act of
<br />the County or The Provider under this Agreement, shall be deemed or construed to create any
<br />relationship of joint venture, partnership or agency between the parties.
<br />n. 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 The Provider of any of its obligations, agreements, or covenants hereunder,
<br />shall be a waiver of such affected term or condition or of such breach; nor shall any forbearance
<br />by the County to seek a remedy for any breach by The Provider be a waiver by the County of its
<br />rights and remedies with respect to that or any other breach.
<br />o. 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.
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