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h. No Assignment. No transfer or assignment of the interest of the Owner in this
<br />Agreement shall occur without the prior written consent of the County; neither may the Owner
<br />assign this Agreement without the prior written consent of County.
<br />i. Conflict of Interest. The Owner shall be aware of and observe the requirements
<br />of the Orange County Affordable Housing Bond Program which provides that no member of the
<br />Orange County Board of Commissioners shall be admitted to any share or part of this Agreement
<br />or to any benefit to arise from the same. The Owner shall also be aware of and observe the
<br />requirements which states that no member, officer, or employee of Orange County or its
<br />designees or agents, no member of the governing body of the locality who exercised any
<br />functions or responsibilities with respect to the program during his/her tenure or for one year
<br />thereafter, shall have any private interest, direct or indirect, in this contract or any subcontract, or
<br />the proceeds thereof, for work to be performed in connection with the program assisted under the
<br />agreement.
<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 Owner 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 the Owner, 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, the Owner shall, upon County's tender, defend the same at the Owner's sole cost
<br />and expense, promptly satisfy any judgment adverse to County or to County and the Owner
<br />jointly, and reimburse County for any loss, cost, damage, or expense, including attorney fees
<br />suffered or incurred by County.
<br />1. Subcontracting. The Owner shall not subcontract work under this Agreement, in
<br />whole or in part, without the County's prior written approval. The Owner 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 Owner specified in
<br />this contract. Notwithstanding County's approval of a subcontractor, the Owner shall remain
<br />obligated for full performance of this contract and County shall incur no obligation to any
<br />subcontractor the Owner shall indemnify, defend, and hold County harmless from all claims of
<br />its contractors.
<br />m. No Joint Venture or Agency. The County and the Owner each agree and
<br />acknowledge that nothing contained herein or otherwise, including, without limitation, any act of
<br />the County or the Owner 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 Owner of any of its obligations, agreements, or covenants hereunder,
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