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employees, agents, officers, and contractors in connection with this contract. In <br />the event any such action or claim is brought against County, CEF shall, upon <br />County's tender, defend the same at CEF’s sole cost and expense, promptly satisfy <br />any judgment adverse to County or to County and CEF jointly, and reimburse the <br />County for any loss, cost, damage, or expense, including attorney fees suffered or <br />incurred by the County. <br /> <br />L. Subcontracting. CEF shall not subcontract work under this Agreement, in whole <br />or in part, without the County's prior written approval. CEF shall require any <br />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 <br />all times and in the performance of the work and to comply with all applicable <br />obligations of CEF specified in this contract. Notwithstanding County's approval <br />of a subcontractor, the CEF shall remain obligated for full performance of this <br />contract and County shall incur no obligation to any subcontractor. CEF shall <br />indemnify, defend, and hold County harmless from all claims of its contractors. <br />By executing this Agreement CEF affirms that they and any subcontractors of <br />CEF are and shall remain in compliance with Article 2 of Chapter 64 of the North <br />Carolina General Statutes. CEF also certifies that they have not been identified, <br />and have not utilized the services of any agent or subcontractor, on the list created <br />by the State Treasurer pursuant to G.S. § 147- 86.58. <br /> <br />M. No Joint Venture or Agency. The County and CEF each agree and acknowledge <br />that nothing contained herein or otherwise, including, without limitation, any act <br />of the County and CEF under this Agreement, shall be deemed or construed to <br />create any relationship of joint venture, partnership or agency between the parties. <br /> <br />N. Effect of Waiver or Forbearance. No failure by the County to insist upon the <br />strict performance of any term or condition of this Agreement, or to exercise any <br />right or remedy upon the breach by CEF of any of its obligations, agreements, or <br />covenants hereunder, shall be a waiver of such affected term or condition or of <br />such breach; nor shall any forbearance by the County to seek a remedy for any <br />breach by CEF be a waiver by the County of its rights and remedies with respect <br />to that or any other breach. <br /> <br />O. Governing Law. This Agreement shall be construed in accordance with and <br />governed by the laws of the State of North Carolina. Any litigation arising out of <br />this Agreement shall be brought in courts sitting in North Carolina, with venue in <br />Orange County. <br /> <br />P. Severability. The provisions of this Agreement are independent of and separable <br />from each other, and no provision shall be affected or rendered invalid or <br />unenforceable by the fact that for any reason any other provision may be invalid <br />or unenforceable in whole or in part. If any provision of this Agreement or the <br />application thereof to any person or circumstances shall, to any extent, be or <br />become invalid or unenforceable, the remainder of this Agreement, or the <br />DocuSign Envelope ID: 5B8E357F-436A-4B92-B6EA-A3046F40AC7EDocuSign Envelope ID: 66442AA5-FA51-4D49-BD8A-B8CAFCBD6F8B