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DocuSign Envelope ID:837C993F-4D81-4CE1-8185-B2C0610EDD8B <br /> K. Indemnification. To the extent legally possible, the HOME Awardee shall <br /> indemnify and hold County, its officers, agents, and employees, harmless from <br /> and against any and all claims, actions, liabilities, costs, including attorney fees <br /> and other costs of defense, arising out of or in any way related to any act or failure <br /> to act by the HOME Awardee, its employees, agents, officers, and contractors in <br /> connection with this contract. In the event any such action or claim is brought <br /> against County, HOME Awardee shall,upon County's tender, defend the same at <br /> the HOME Awardee's sole cost and expense,promptly satisfy any judgment <br /> adverse to County or to County and the HOME Awardee jointly, and reimburse <br /> the County for any loss, cost, damage, or expense, including attorney fees <br /> suffered or incurred by the County. <br /> L. Subcontracting. The HOME Awardee shall not subcontract work under this <br /> Agreement, in whole or in part, without the County's prior written approval. The <br /> HOME Awardee shall require any approved subcontractor to agree, as to the <br /> portion subcontracted, to comply with all applicable federal, state, and local laws, <br /> rules, ordinances, and regulations at all times and in the performance of the work <br /> and to comply with all applicable obligations of the HOME Awardee specified in <br /> this contract. Notwithstanding County's approval of a subcontractor, the HOME <br /> Awardee shall remain obligated for full performance of this contract and County <br /> shall incur no obligation to any subcontractor. The HOME Awardee shall <br /> indemnify, defend, and hold County harmless from all claims of its contractors. <br /> By executing this Agreement the HOME Awardee affirms that they and any <br /> subcontractors of the HOME Awardee are and shall remain in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. The HOME <br /> Awardee also certifies that they have not been identified, and have not utilized the <br /> services of any agent or subcontractor, on the list created by the State Treasurer <br /> pursuant to G.S. § 147- 86.58. <br /> M. No Joint Venture or Agency. The County and the HOME Awardee each agree <br /> and acknowledge that nothing contained herein or otherwise, including, without <br /> limitation, any act of the County and the HOME Awardee under this Agreement, <br /> shall be deemed or construed to create any relationship of joint venture, <br /> partnership or agency between the parties. <br /> N. 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 <br /> right or remedy upon the breach by the HOME Awardee of any of its obligations, <br /> agreements, or covenants hereunder, shall be a waiver of such affected term or <br /> condition or of such breach; nor shall any forbearance by the County to seek a <br /> remedy for any breach by the HOME Awardee be a waiver by the County of its <br /> rights and remedies with respect to that or any other breach. <br /> O. Governing Law. This Agreement shall be construed in accordance with and <br /> governed by the laws of the State of North Carolina. Any litigation arising out of <br /> 10 <br />