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21 <br /> Section 9: Indemnification <br /> The Member agrees to hold harmless and indemnify the Agency from any and all claims, loss, cost or <br /> expense, including reasonable attorney's fees, for any injury or damage, whatsoever, which may arise in <br /> connection with work performed under this Agreement or pursuant to the Member's activity, errors or <br /> omissions in connection with this Agreement. <br /> Section 10: Inconsistencies;No Waiver <br /> In case any provision of this Agreement is held to be invalid,then such provision shall be amended by the <br /> parties only to the extent necessary to be enforceable consistent with the parties' intent, and the remainder <br /> I <br /> of the provisions shall remain in full force and effect.No waiver by either party of any breach or failure of <br /> : <br /> compliance with respect to any provision of this Agreement shall be deemed a continuing waiver,nor shall <br /> any delay or omission by either party to exercise any right hereunder impair in any manner the exercise of <br /> any such right. <br /> Section 11: Governing Law <br /> This Agreement shall be governed by, construed and enforced in accordance with the substantive laws of <br /> the State of North Carolina. Each party expressly consents to the jurisdiction of the State of North Carolina. <br /> Section 12: Entire Agreement <br /> This Agreement and all Attachments and/or Exhibits, specifically including the ESFRLP17 Program <br /> Guidelines, constitutes the entire Agreement between the Agency and the Member. <br /> III.Authorization of Signature <br /> By signing this Agreement,the Member certifies that all representations made in its ESFRLP application <br /> are true, and in the event of any misrepresentations,the Agency has the option to rescind any obligations <br /> to Member regarding the Funds or recapture any Funds awarded or intended to be awarded to the <br /> Subrecipient. The person signing this Agreement hereby certifies that he/she is authorized to execute this <br /> agreement on behalf of the Subrecipient. <br /> Orange County <br /> By: Date: <br /> Attest Its: County Manager <br /> North Carolina Housing Fnance Agency <br /> i .' , By Date: 244-2 <br /> Attest Its: Manager o ousing Rehabilitation tf <br /> Page 16 of 16 <br />