S Grant - Community Development Block Grant Award - IDA Program

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` ,-. 't 5. Assignment. No transfer or assignment of the TWC's interest in this Agreement shall occur without the prior written consent of the County. 6. Binding Effect. This Agreement shall be binding upon and .shall inure to the benefit of the parties hereto and their respective successors and assigns. 7. Indemnification. To the extent legally possible, TWC shall indemnify and hold the County, its officers, agents, and employees, harmless from and against any and all claims, actions, liabilities, costs, including attorney fees and other costs of defense, arising out of or in any way related to any act or failure to act by TWC, its employees, agents, officers, and contractors in connection with this contract. In the event any such action or claim is brought against the County, TWC shall, upon County's tender, defend the same at TWC's sole cost and expense, promptly satisfy any judgment adverse to County or to the County and TWC jointly, and reimburse County for any loss, cost, damage, or expense, including attorney fees suffered or incurred by County. Subcontracting. TWC shall not subcontract work under this contract, in whole or in part, without County's prior written approval. TWC will require any approved subcontractor to agree, as to'the portion subcontracted, to comply with all applicable federal, state, and local laws, rules, ordinances, and regulations at all times and in the performance of the work and to comply with all obligations specified in this contract. Notwithstanding County's approval of a subcontractor, TWC shall remain obligated for full performance of this contract and County shall incur no obligation to any subcontractor. The TWC shall indemnify, defend, and hold County harmless from all claims of its contractors. 9. Termination. The obligation to provide further services under this Agreement may be terminated by either party upon 30 day written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. 10. Notices. Any Notice sha1T be in writing and shall be given by depositing the same in the United States mail, post-paid and registered or certified, and addressed to the party to be .notified, with return-receipt requested, or by delivering the same in person to an officer or principal of such party. Notice deposited in the mail in the manner here in above described shall be effective upon mailing. For purposes of Notice, the addresses of the parties shall, unless changed as hereinafter provided, be as follows: i. To the County:- Orange County c/o Housing and Community Development Department P.O. Box 8181 Hillsborough, NC 27278 ' ATTN: Housing and Community ,Development Director