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ii. To OCHLT: Orange Community Housing and Land Trust <br /> P.O. Box 307 <br /> Carrboro,NC 27510 <br /> ATTN: Executive Director <br /> Either the County or OCHLT may change the person or address to which any future Notice shall <br /> be given as herein provided. <br /> f. No Assignment. No transfer or assignment of the interest of OCHLT in this <br /> Agreement shall occur without the prior written consent of the County; neither may OCHLT <br /> assign this Agreement without the prior written consent of County. <br /> g. 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 /> h. Indemnification. To the extent legally possible, OCHLT 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 OCHLT, 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, OCHLT shall, upon County's tender, defend the same at OCHLT's sole cost and <br /> expense,promptly satisfy any judgment adverse to County or to County and OCHLT jointly, and <br /> reimburse County for any loss, cost, damage, or expense, including attorney fees suffered or <br /> incurred by County. <br /> i. Subcontracting. OCHLT shall not subcontract work under this contract, in whole <br /> or in part, without County's prior written approval. OCHLT shall require any approved <br /> subcontractor to agree, as to the portion subcontracted, to comply with all applicable federal, <br /> state, and local laws,rules, ordinances, and regulations at all times and in the performance of the <br /> work and to comply with all obligations of OCHLT specified in this contract. Notwithstanding <br /> County's approval of a subcontractor, OCHLT shall remain obligated for full performance of this <br /> contract and County shall incur no obligation to any subcontractor OCHLT shall indemnify, <br /> defend, and hold County harmless from all claims of its contractors. <br /> j. No Joint Venture or Agency. The County and OCHLT each agree and <br /> acknowledge that nothing contained herein or otherwise, including, without limitation, any act of <br /> the County or OCHLT under this Agreement, shall be deemed or construed to create any <br /> relationship of j oint venture, partnership or agency between the parties. <br /> k. 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 OCHLT 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 <br /> the County to seek a remedy for any breach by OCHLT be a waiver by the County of its rights <br /> and remedies with respect to that or any other breach. <br /> 4 <br />