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