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DocuSign Envelope ID: 7C3119A7- D81B- 45AB- 993C- 13CE5D767031 <br />a. 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 />b. To Owner: Empowerment, Inc.. <br />109 N. Graham Street — Suite 200 <br />Chapel Hill, NC 27516 <br />ATTN: Chair, Board of Directors <br />Either the County or the Owner may change the person or address to which any future <br />Notice shall be given as herein provided. <br />5. No Assignment. No transfer or assignment of the interest of the Owner in this <br />Agreement shall occur without the prior written consent of the County. <br />6. Conflict of Interest. The Owner shall be aware of and observe the requirements of <br />the Orange County which provides that no member of the Orange County Board of <br />Commissioners shall be admitted to any share or part of this Agreement or to any <br />benefit to arise from the same. The Owner shall also be aware of and observe the <br />requirements which states that no member, officer, or employee of Orange County or <br />its designees or agents, no member of the governing body of the locality who <br />exercised any functions or responsibilities with respect to the program during his/her <br />tenure or for one year thereafter, shall have any private interest, direct or indirect, in <br />this contract or any subcontract, or the proceeds thereof, for work to be performed in <br />connection with the program assisted under the agreement. <br />7. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit <br />of the parties hereto and their respective successors and assigns. <br />8. Indemnification. To the extent legally possible, the Owner shall indemnify and hold <br />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 the Owner, its <br />employees, agents, officers, and contractors in connection with this contract. In the <br />event any such action or claim is brought against County, the Owner shall, upon <br />County's tender, defend the same at the Owner's sole cost and expense, promptly <br />satisfy any judgment adverse to County or to County and the Owner jointly, and <br />reimburse County for any loss, cost, damage, or expense, including attorney fees <br />suffered or incurred by County. <br />8 <br />