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28 <br /> the provision of services hereunder and shall not be disclosed to any third party, The Member agrees to <br /> hold harmless and indemnify the Agency for any cost, legal actions, or disputes of any nature whatsoever <br /> incurred if the Member violates this provision or any Applicable Law.. The Member shall keep all <br /> Confidential Information secure, including without limitation, implementing physical security measures <br /> and operating procedures <br /> Section 4: Mandatory Disclosures <br /> The Member must disclose to the Agency,in a timely manner,in writing,all violations of Federal criminal <br /> law involving fiaud,bribery,or gratuity violations potentially affecting the Subaward of the Federal Award <br /> Failure to make required disclosures can result in any of the remedies for noncompliance listed in 2 C F.R. <br /> §200.339 including suspension or debarment(See also 2 C.F.R.part 180). <br /> Section 5: Laws and Regulations <br /> The Member agrees to remain fully informed of all laws and regulations that apply to the Subrecipient,and <br /> will give Agency prompt notice of any action or event that may be cause for suspension or termination of <br /> this Agreement. Failure to provide such notice will constitute a breach of this Agreement, Any and all <br /> information regarding this Subaward should be forwarded to your auditors when organizing your annual <br /> audit. <br /> Section 6: Notices <br /> All legal notices, reports, requests, demands and other communications under this Agreement shall be in <br /> writing and referred to each party's point of contact as listed below. All such notices under this Agreement <br /> sent to the other party shall be considered received: (a) when personally delivered; (b) when delivered by <br /> commercial overnight courier with verification receipt; or (c)three(3)days after having been sent,postage <br /> prepaid,via certified mail,return receipt requested <br /> Io the Agency: North Carolina Housing Finance Agency <br /> Attn: Michael Handley,Manager of Housing Rehabilitation <br /> PO Box 28066 <br /> Raleigh,NC 27611-8066 <br /> I the Subrecipient: Orange County <br /> Attn: Bonnie Hammersley,County Manager <br /> PO Box 8181 <br /> Hillsborough,NC 27278 <br /> Section 7: Agreement Changes <br /> Any proposed changes in this Agreement shall be in writing, submitted to and approved and executed by <br /> the Agency before the performance of any work involved in the proposed change <br /> Section 8: Assignment <br /> This Agreement cannot be assigned <br /> c <br /> Page 15 of 16 <br />