Orange County NC Website
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 />4 <br />7. Indemnification. To the extent legally possible, the Contractor 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 <br />or in any way related to any act or failure to act by Contractor, its employees, agents, <br />officers, and contractars in connection with this contract. In the event any such action or <br />claim is brought against County, the Contractor shall, upon County's tender, defend the <br />same at the Contractor's sole cost and expense, promptly satisfy any judgment adverse to <br />County or to County and Contractor jointly, and reimburse County for any loss, cost, <br />damage, or expense, including attorney fees suffered or incurred by County. <br />8. Subcontracting. The Contractor shall not subcontract work under this contract, in whole <br />or in part, without County's prior written approval. The Contractor 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, the Contractor shall remain <br />obligated for full performance of this contract and County shall incur no obligation to any <br />subcontractor. The Contractor shall indemnify, defend, and hold County harmless from <br />all 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 />11. 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 the Contractor: Gee Associates, Inc. <br />104 Landing Drive <br />.Chapel Hill, NC 2751.4 <br />ATTN: President <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 />