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DocuSign Envelope ID: C3173F25- 6C4C- 4A24- 903D- 06978EB7C4AE
<br />member of the Orange County Board of Commissioners shall be admitted to any
<br />share or part of this Agreement or to any benefit to arise from the same. The Owner
<br />shall also be aware of and observe the requirements which states that no member,
<br />officer, or employee of Orange County or its designees or agents, no member of the
<br />governing body of the locality who exercised any functions or responsibilities with
<br />respect to the program during his/her tenure or for one year thereafter, shall have any
<br />private interest, direct or indirect, in this contract or any subcontract, or the proceeds
<br />thereof, for work to be performed in connection with the program assisted under the
<br />agreement.
<br />7. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
<br />of the parties hereto and their respective successors and assigns.
<br />8. Indemnification. To the extent legally possible, the Owner shall indemnify and hold
<br />County, its officers, agents, and employees, harmless from and against any and all
<br />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, its
<br />employees, agents, officers, and contractors in connection with this contract. In the
<br />event any such action or claim is brought against County, the Owner shall, upon
<br />County's tender, defend the same at the Owner's sole cost and expense, promptly
<br />satisfy any judgment adverse to County or to County and the Owner jointly, and
<br />reimburse County for any loss, cost, damage, or expense, including attorney fees
<br />suffered or incurred by County.
<br />9. 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
<br />any approved subcontractor to agree, as to the portion subcontracted, to comply with
<br />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
<br />obligations of the Owner specified in this contract. Notwithstanding County's
<br />approval of a subcontractor, the Owner shall remain obligated for full performance of
<br />this contract and County shall incur no obligation to any subcontractor the Owner
<br />shall indemnify, defend, and hold County harmless from all claims of its contractors.
<br />10. No Joint Venture or Agency. The County and the Owner each agree and
<br />acknowledge that nothing contained herein or otherwise, including, without
<br />limitation, any act of the County or the Owner under this Agreement, shall be deemed
<br />or construed to create any relationship of joint venture, partnership or agency between
<br />the parties.
<br />11. 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
<br />remedy upon the breach by the Owner of any of its obligations, agreements, or
<br />covenants hereunder, shall be a waiver of such affected term or condition or of such
<br />breach; nor shall any forbearance by the County to seek a remedy for any breach by
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