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ii. To OPC Foundation: OPC Foundation for•Mental Health,Inc., ; <br /> 101 East Weaver Street, Suite 300 <br /> Carrboro,NC 27510 <br /> ATTN:Executive Director, <br /> Either- the County or OPC Foundation may change the person or- address to which any future <br /> Notice shall be given as herein provided, <br /> e No Assignment. No transfer or assignment of'the interest of OPC Foundation in <br /> this Agreement shall occur without the prior written consent of the County; neither may OPC <br /> Foundation assign this Agreement without the prior,written consent of County <br /> f'. Conflict of Interest. OPC Foundation agrees to abide by the provisions of 2.4 <br /> CFR 570 611 with respect to conflicts of'interest, and covenants that it presently has no financial <br /> interest and shall acquire any financial interest, direct or- indirect, that would conflict in any <br /> manner or degree with the performance of services required under this Agreement.. OPC <br /> Foundation further covenants that in performance of this Agreement no person having such a <br /> financial interest shall be employed or,retained by OPC Foundation hereunder. These conflicts <br /> of interest provisions apply to any person who is an employee, agent, consultant, or- elected <br /> official or appointed official of the County, or any designated public agencies or subrecipients <br /> that are receiving funds under,the County Housing Bond Program <br /> I <br /> g 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 /> h.. Indemnification.To the extent legally possible,OPC Foundation shall indemnify <br /> and 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, arising out of <br /> or- in any way related to any act or- failure to act by OPC Foundation, its employees, agents, <br /> officers, and contractors in connection with this contract. In the event any such action or claim is <br /> brought against County, OPC Foundation shall, upon County's tender, defend the same at OPC <br /> Foundation's sole cost and expense, promptly satisfy any judgment adverse to County or- to <br /> County and OPC Foundation jointly, and reimburse County for, any loss, cost, damage, or- <br /> expense,including attorney fees suffered or incurred by County <br /> L Subcontr'acting.. OPC Foundation shall not subcontract work under- this <br /> Agreement, in whole or in part, without the County's prior written approval. OPC Foundation <br /> shall require any approved subcontractor-to agree, as to the portion subcontracted,to comply with <br /> all applicable federal, state, and local laws, rules, ordinances, and regulations at all times and in <br /> the performance of the work and to comply with all applicable obligations of OPC Foundation <br /> specified in this contract Notwithstanding County's approval of a subcontractor-, OPC <br /> Foundation shall remain obligated for full performance of this contract and County shall incur no <br /> obligation to any subcontractor- OPC Foundation shall indemnify, defend, and hold County <br /> harmless from all claims of its contractors <br /> 6 <br />