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DRAFT <br />15 <br />i. To the County: Orange County <br />c/o Housing and Community Development <br />Department <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />ATTN: Director <br />ii. To Habitat: Habitat for Humanity of Orange County, NC, Inc. <br />P.O. Box 407 <br />Hillsborough, NC 27278 <br />ATTN: Executive Director <br />Either the County or Habitat 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 Habitat interest in this Agreement <br />shall occur without the prior written consent of the County. <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, Habitat shall 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 or in <br />any way related to any act or failure to act by Habitat and Habitat's employees, agents, officers, <br />and contractors in connection with this contract. In the event any such action or claim is brought <br />against County, Habitat shall, upon County's tender, defend the same at Habitat's sole cost and <br />expense, promptly satisfy any judgment adverse to County or to County and Habitat, jointly, and <br />reimburse County for any loss, cost, damage, or expense, including attorney fees suffered or <br />incurred by County. <br />h. Subcontracting. Habitat shall not subcontract work under this contract, in whole <br />or in part, without County's prior written approval. Habitat shall require any approved <br />subcontractor to agree, as to the portion subcontracted, to comply with all applicable federal, <br />state, and local laws, rules, ordinances, and regulations at all times and in the performance of the <br />work and to comply with all obligations of Habitat specified in this contract. Notwithstanding <br />County's approval of a subcontractor, Habitat shall remain obligated for full performance of this <br />contract and County shall incur no obligation to any subcontractor Habitat shall indemnify, <br />defend, and hold County harmless from all claims of its contractors. <br />i. No Joint Venture or Agency. The County and Habitat each agree and <br />acknowledge that nothing contained herein or otherwise, including, without limitation, any act of <br />the County or Habitat under this Agreement, shall be deemed or construed to create any <br />relationship of joint venture, partnership or agency between the parties. <br />13 <br />