2005 S Housing - Consultant Services - Consolidated Housing Plan 2005-2009 Training & Development Associates, Inc

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agreement for Services rendered and delivered by Contractor prior to the date of termination. SECTION 6 - SUCCESSORS AND ASSIGNS Neither the COUNTY nor Contractor will assign, sublet or transfer their respective interest in this agreement without the written consent of the other. SECTION 7 - GENERAL PROVISIONS The COUNTY and the Contractor agree that this agreement shall be subject to Special Conditions contained in Exhibit B, which together with the provisions hereof and Exhibit A, as may be modified herein, represent the entire agreement between the COUNTY and Contractor, which may only be altered, amended or repealed by a duly executed written instrument. If any portion of this agreement is held as a matter of law to be unenforceable, the remainder of this agreement shall be enforceable without such provisions. SECTION 8 - INSURANCE Prior to beginning to perform Services under this agreement, Contractor shall provide the COUNTY with proof of current certificate of Professional or General Liability Insurance for contractor and all of contractor's agents, employees or subcontractors who are to provided Services under this agreement. SECTION 9 - HOLD HARMLESS Contractor agrees to indemnify and hold harmless the COUNTY, HUD, and their respective officers, agents and employees, from and against any and all claims, damages, losses, and expenses including reasonable attorney's fees caused by the negligent acts, errors or omissions of Contractor (including employees, visitors, sub-contractors or consultants, etc.) which may occur during the execution of work. Nothing in this agreement shall be construed as either a waiver of governmental immunity or as creating any personal liability on the part of any officer or agent of any public body, which may be party hereto, nor shall it be construed as giving rights of benefits hereunder to any other than the COUNTY or Contractor. 3