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1. Schindler shall not, except as otherwise provided for in this <br />Agreement, subcontract the performance of any work under this Agreement <br />without prior written permission of the County. No permission for <br />subcontracting shall create, between the County and the subcontractor, <br />any contract or any other relationship. Such permission shall not be unreasonably withheld <br />2. Schindler is an independent contractor of County. Any and all <br />employees of the Schindler engaged by the Schindler in the performance <br />of any work or services required of the Schindler under this Agreement, <br />shall be considered employees or agents of the Schindler only and not of <br />the County, and any and all claims that may or might arise under any <br />workers compensation or other law or contract on behalf of said <br />employees while so engaged shall be the sole obligation and <br />responsibility of the Schindler. <br />3. Schindler agrees that Schindler, its employees, agents and its <br />subcontractors, if any, shall be required to comply with all federal, <br />state and local antidiscrimination laws, regulations and policies that <br />relate to the performance of Schindler's services under this Agreement. <br />4. If activities related to the performance of this Agreement require <br />specific licenses, certifications, or related credentials Schindler <br />represents that it and/or its employees, agents and subcontractors <br />engaged in such activities possess such licenses, certifications, or <br />credentials and that such licenses certifications, or credentials are <br />current, active, and not in a state of suspension or revocation. <br />5. Limitation and Assignment. The County and the Schindler each bind <br />themselves, their successors, assigns and legal representatives to the <br />terms of this Agreement. Neither the County nor the Schindler shall <br />assign or transfer its interest in this Agreement without the written <br />consent of the other. <br />6. Governing Law. This Agreement and the duties, responsibilities, <br />obligations and rights of respective parties hereunder shall be governed <br />by the laws of the State of North Carolina. <br />7. Dispute Resolution. Any and all suits or actions to enforce, <br />interpret or seek damages with respect to any provision of, or the <br />performance or non-performance of, this Agreement shall be brought in <br />the General Court of Justice of North Carolina sitting in Orange County, <br />North Carolina. It is agreed by the parties that no other court shall <br />Page 6 of 9 <br />GPEY-8D2QZL <br />2011.2 <br />