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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 />