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<br />E. No Assignment. No transfer or assignment of the interest of the Owner in this
<br />Agreement shall occur without the prior written consent of the County; neither may the
<br />County assign this Agreement without the prior written consent of Owner.
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<br />F. Conflict of Interest. The Owner shall be aware of and observe the requirements of the
<br />Orange County Affordable Housing Bond Program which provides that no member of
<br />the Orange County Board of Commissioners shall be admitted to any share or part of
<br />this Agreement or to any benefit to arise from the same. The Owner shall also be aware
<br />of and observe the requirements which states that no member, officer, or employee of
<br />Orange County or its designees or agents, no member of the governing body of the
<br />locality who exercised any functions or responsibilities with respect to the program
<br />during his/her tenure or for one year thereafter, shall have any private interest, direct or
<br />indirect, in this contract or any subcontract, or the proceeds thereof, for work to be
<br />performed in connection with the program assisted under the agreement.
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<br />G. 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.
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<br />H. Indemnification. To the extent permitted by law, 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 satisfy
<br />any judgment adverse to County or to County and the Owner jointly, and reimburse
<br />County for any loss, cost, damage, or expense, including attorney fees suffered or
<br />incurred by County.
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<br />I. 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 obligations
<br />of the Owner specified in this contract. Notwithstanding County's approval of a
<br />subcontractor, the Owner shall remain obligated for full performance of this contract
<br />and County shall incur no obligation to any subcontractor. The Owner shall indemnify,
<br />defend, and hold County harmless from all claims of its contractors.
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<br />J. No Joint Venture or Agency. The County and the Owner each agree and acknowledge
<br />that nothing contained herein or otherwise, including, without limitation, any act of the
<br />County or the Owner under this Agreement, shall be deemed or construed to create any
<br />relationship of joint venture, partnership or agency between the parties.
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<br />Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF
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