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DocuSign Envelope ID:658056BB-F456-432C-AF1 E-905B0A4F4326
<br /> H. No Assignment. No transfer or assignment of the interest of Habitation this Agreement
<br /> shall occur without the prior written consent of the County; neither may HABITAT
<br /> assign this Agreement without the prior written consent of County.
<br /> I. Conflict of Interest. HABITAT agrees to abide by the provisions of 24 CFR 570.611
<br /> with respect to conflicts of interest, and covenants that it presently has no financial
<br /> interest and shall acquire any financial interest, direct or indirect, that would conflict in
<br /> any manner or degree with the performance of services required under this Agreement.
<br /> HABITAT further covenants that in performance of this Agreement no person having
<br /> such a financial interest shall be employed or retained by HABITAT hereunder. These
<br /> conflicts of interest provisions apply to any person who is an employee, agent, consultant,
<br /> or elected official or appointed official of the County, or any designated public agencies
<br /> or subrecipients that are receiving funds under the County HOME Investment Partnership
<br /> Program.
<br /> J. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of
<br /> the parties hereto and their respective successors and assigns.
<br /> K. Indemnification. To the extent legally possible, HABITAT shall indemnify and hold
<br /> 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
<br /> or in any way related to any act or failure to act by HABITAT, its employees, agents,
<br /> officers, and contractors in connection with this contract. In the event any such action or
<br /> claim is brought against County, HABITAT shall, upon County's tender, defend the same
<br /> at The Habitat's or HABITAT's sole cost and expense, promptly satisfy any judgment
<br /> adverse to County or to County and HABITAT jointly, and reimburse the County for any
<br /> loss, cost, damage, or expense, including attorney fees suffered or incurred by the
<br /> County.
<br /> L. Subcontracting. HABITAT shall not subcontract work under this Agreement, in whole
<br /> or in part, without the County's prior written approval. HABITAT shall require any
<br /> approved subcontractor to agree, as to the portion subcontracted, to comply with all
<br /> applicable federal, state, and local laws, rules, ordinances, and regulations at all times and
<br /> in the performance of the work and to comply with all applicable obligations of
<br /> HABITAT specified in this contract. Notwithstanding County's approval of a
<br /> subcontractor, HABITAT shall remain obligated for full performance of this contract and
<br /> County shall incur no obligation to any subcontractor. HABITAT shall indemnify,
<br /> defend, and hold County harmless from all claims of its contractors.
<br /> M. No Joint Venture or Agency. The County and HABITAT each agree and acknowledge
<br /> that nothing contained herein or otherwise, including, without limitation, any act of the
<br /> County and HABITAT 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 strict
<br /> performance of any term or condition of this Agreement, or to exercise any right or
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