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8 <br />Either the County or Habitatmay change the person or address to which any future <br />Notice shall be given as herein provided. <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 Habitatassign <br />this Agreement without the prior written consent of County. <br />I.Conflict of Interest.Habitatagrees to abide by the provisions of 24 CFR 570.611 with <br />respect to conflicts of interest, and covenants that it presently has no financial interest and <br />shall acquire any financial interest, direct or indirect, that would conflict in any manner or <br />degree with the performance of services required under this Agreement. Habitatfurther <br />covenants that in performance of this Agreement no person having such a financial <br />interest shall be employed or retained by Habitathereunder. These conflicts of interest <br />provisions apply to any person who is an employee, agent, consultant, or elected official <br />or appointed official of the County, or any designated public agencies or subrecipients <br />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 benefit of <br />the parties hereto and their respective successors and assigns. <br />K.Indemnification.To the extent legally possible, Habitatshall 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, Habitatshall, upon County's tender, defend the same at <br />The Habitat’s or Habitat’s sole cost and expense, promptly satisfy any judgment adverse <br />to County or to County and Habitatjointly, and reimburse the County for any loss, cost, <br />damage, or expense, including attorney fees suffered or incurred by the County. <br />L.Subcontracting.Habitatshall not subcontract work under this Agreement, inwhole or <br />in part, without the County's prior written approval. Habitatshall require any approved <br />subcontractor to agree, as to the portion subcontracted, to comply with all applicable <br />federal, state, and local laws, rules, ordinances, and regulations at all times and in the <br />performance of the work and to comply with all applicable obligations of Habitat <br />specified in this contract. Notwithstanding County's approval of a subcontractor, Habitat <br />shall remain obligated for full performance of this contract and County shall incur no <br />obligation to any subcontractor. Habitatshall indemnify, defend, and hold County <br />harmless from all claims of its contractors. <br />M.No Joint Venture or Agency. The County and Habitateach agree and acknowledge that <br />nothing contained herein or otherwise, including, without limitation, any act of the <br />Countyand Habitatunder this Agreement, shall be deemed or construed to create any <br />relationship of joint venture, partnership or agency between the parties. <br />DocuSign Envelope ID: 12C19140-2C02-498E-AD84-772B4830D31B