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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, Chrysalis shall indemnify and
<br />hold 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 Chrysalis, its employees, agents, officers, and
<br />contractors in connection with this contract. In the event any such action or claim is brought
<br />against County, Chrysalis shall, upon County's tender, defend the same at Chrysalis' sole cost
<br />and expense, promptly satisfy any judgment adverse to County or to County and Chrysalis
<br />jointly, and reimburse County for any loss, cost, damage, or expense, including attorney fees
<br />suffered or incurred by County.
<br />1. Subcontracting. Chrysalis shall not subcontract work under this Agreement, in
<br />whole or in part, without the County's prior written approval. Chrysalis 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 Chrysalis specified in
<br />this contract. Notwithstanding County's approval of a subcontractor, Chrysalis shall remain
<br />obligated for full performance of this contract and County shall incur no obligation to any
<br />subcontractor Chrysalis shall indemnify, defend, and hold County harmless from all claims of its
<br />contractors.
<br />m. No Joint Venture or Agency. The County and Chrysalis each agree and
<br />acknowledge that nothing contained herein or otherwise, including, without limitation, any act of
<br />the County or Chrysalis 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 Chrysalis of any of its obligations, agreements, or covenants hereunder, shall
<br />be 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 Chrysalis be a waiver by the County of its rights and
<br />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.
<br />p. 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 />fact that for any reason any other provision may be invalid or unenforceable in whole or in part.
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