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conflicts of interest provisions apply to any person who is an employee, agent, consultant, or
<br />elected official or appointed official of the County,' or any designated public agencies or
<br />subrecipients that are 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 Owner and CHT shall
<br />indemnify and hold County, its officers, agents, and employees, harmless from and against any
<br />and all claims, actions, liabilities, costs, including attorney fees and other costs of defense,
<br />arising out of or in any way related to any act or failure to act by The Owner and CHT, its
<br />employees, agents, officers, and contractors in connection with this contract. In the event any
<br />such action or claim is brought against County, The Owner and CHT shall, upon County's
<br />tender, defend the same at The Owner's or CHT's sole cost and expense, promptly satisfy any
<br />judgment adverse to County or to County and The Owner and CHT jointly, and reimburse the
<br />County for any loss, cost, damage, or expense, including attorney fees suffered or incurred by the
<br />County.
<br />1. Subcontracting. The Owner and CHT shall not subcontract work under this
<br />Agreement, in whole or in part, without the County's prior written approval. The Owner and
<br />CHT shall require any approved subcontractor to agree, as to the portion subcontracted, to
<br />comply with all applicable federal, state, and local laws, rules, ordinances, and regulations at all
<br />times and in the performance of the work and to comply with all applicable obligations of The
<br />Owner and CHT specified in this contract. Notwithstanding County's approval of a
<br />subcontractor, The Owner and CHT shall remain obligated for full performance of this contract
<br />and County shall incur no obligation to any subcontractor. The Owner and CHT shall
<br />indemnify, defend, and hold County harmless from all claims of its contractors.
<br />m. No Joint Venture or Agency. The County, The Owner and CHT each agree and
<br />acknowledge that nothing contained herein or otherwise, including, without limitation, any act of
<br />the County, The Owner or CHT under this Agreement, shall be deemed or construed to create
<br />any 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 or CHT of any of its obligations, agreements, or covenants
<br />hereunder, shall be a waiver of such affected term or condition or of such breach; nor shall any
<br />forbearance by the County to seek a remedy for any breach by The Owner or CHT be a waiver
<br />by the County of its 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.
<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
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