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ii. To OCHLT: Orange Community Housing and Land Trust <br />P.O. Box 307 <br />Carrboro, NC 27510 <br />ATTN: Executive Director <br />Either the County or OCHLT may change the person or address to which any future Notice shall <br />be given as herein provided. <br />e. No Assignment. No transfer or assignment of the interest of OCHLT in this <br />Agreement shall occur without the prior written consent of the County; neither may OCHLT <br />assign this Agreement without the prior written consent of County. <br />f. Conflict of Interest. OCHLT agrees to abide by the provisions of 24 CFR <br />570.611 with respect to conflicts of interest, and covenants that it presently has no financial <br />interest and shall acquire no financial interest, direct or indirect, that would conflict in any <br />manner or degree with the performance of services required under this Agreement. OCHLT <br />further covenants that in performance of this Agreement no person having such a financial <br />interest shall be employed or retained by OCHLT hereunder. These conflicts of interest <br />provisions apply to any person who is an employee, agent, consultant, or elected official or <br />appointed official of the County, or any designated public agencies or subrecipients that are <br />receiving funds under the HOME Investment Partnership Program. <br />f. Binding Effect. This Agreement shall be binding upon and shall inure to the <br />benefit of the parties hereto and their respective successors and assigns. <br />g. Indemnification. To the extent legally possible, OCHLT shall indemnify and <br />hold 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 or in <br />any way related to any act or failure to act by OCHLT, its employees, agents, officers, and <br />contractors in connection with this contract. In the event any such action or claim is brought <br />against County, OCHLT shall, upon County's tender, defend the same at OCHLT' sole cost and <br />expense, promptly satisfy any judgment adverse to County or to County and OCHLT jointly, <br />and reimburse County for any loss, cost, damage, or expense, including attorney fees suffered or <br />incurred by County. <br />h. Subcontracting. OCHLT shall not subcontract work under this Agreement, in <br />whole or in part, without the County's prior written approval. OCHLT shall require any <br />approved 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 OCHLT specified in <br />this contract. Notwithstanding County's approval of a subcontractor, OCHLT shall remain <br />obligated for full performance of this contract and County shall incur no obligation to any <br />subcontractor OCHLT shall indemnify, defend, and hold County harmless from all claims of its <br />contractors. <br />6 <br />