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13 <br /> 6. 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 /> 7. Indemnification. To the extent legally possible, the Contractor shall indemnify and <br /> hold County, its officers, agents, and employees, harmless from and against any and all <br /> claims, actions, liabilities, costs, including attorney fees and other costs of defense, <br /> arising out of or in any way related to any act or failure to act by Contractor, its <br /> employees, agents, officers, and contractors in connection with this contract. In the event <br /> any such action or claim is brought against County, the Contractor shall, upon County's <br /> tender, defend the same at the Contractor's sole cost and expense, promptly satisfy any <br /> judgment adverse to County or to County and Contractor jointly, and reimburse County <br /> for any loss, cost, damage, or expense, including attorney fees suffered or incurred by <br /> County. <br /> 8. Subcontracting. The Contractor shall not subcontract work under this contract, in <br /> whole or in part, without County's prior written approval. The Contractor require any <br /> approved subcontractor to agree, as to the portion subcontracted, to comply with all <br /> applicable federal, state, and local laws, rules, ordinances, and regulations at all times and <br /> in the performance of the work and to comply with all obligations specified in this <br /> contract. Notwithstanding County's approval of a subcontractor, the Contractor shall <br /> remain obligated for full performance of this contract and County shall incur no <br /> obligation to any subcontractor. The Contractor shall indemnify, defend, and hold County <br /> harmless from all claims of its contractors. <br /> 9. Termination. The obligation to provide further services under this Agreement <br /> may be terminated by either party upon 30 day written notice in the event of substantial <br /> failure by the other party to perform in accordance with the terms hereof through no fault <br /> of the terminating party. <br /> 10. Notices. Any Notice shall 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: Director <br /> ii. To Contractor: Gee and Associates, Inc. <br /> 104 Landing Drive <br /> Chapel Hill, NC 27514 <br /> ATTN: Patricia Gee,Principal <br /> Either the County or Contractor may change the person or address to which any future <br /> Notice shall be given as herein provided. <br />