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<br />otherwise, or unless the Executive Director determines in his or her discretion <br />that such action or approval requires referral to AgencY's Board for consideration. <br /> <br />11.9 Assiqnment. Manager recognizes that Agency selected Manager <br />to perform this contract based upon Manager's professional experience, <br />reputation and competence. It is specifically understood that Agency has placed <br />great reliance on the experience, skill and abilities of Manager in the execution of <br />this Agreement and the same is intended to be a contract for the personal <br />services of Manager. Manager may not assign this Agreement in whole or in <br />part, by operation of law or otherwise, nor may Manager subcontract for the <br />performance of any services to be provided by Manager pursuant to this <br />Agreement without the express prior written consent of Agency. Any successors <br />or assigns so approved shall be bound by the terms of this Agreement. <br /> <br />11.10 Entire Aqreement. This Agreement, including the Exhibits attached <br />hereto and incorporated herein by this reference, contains the entire agreement <br />between the Parties with respect to the subject matter hereof, and supersedes all <br />prior written or oral agreements, understandings, representations or statements <br />between the Parties with respect to the subject matter hereof. <br /> <br />11.11 Counterparts. This Agreement may be executed in one or more <br />counterparts, each of which shall be an original and all of which taken together <br />shall constitute one instrument. <br /> <br />11.12 Severability. If any term, provision, or condition of this Agreement <br />is held by a court of competent jurisdiction to be invalid or unenforceable, the <br />remainder of this Agreement shall continue in full force and effect. <br /> <br />11.13 No Third Party Beneficiaries. Nothing contained in this Agreement <br />is intended to or shall be deemed to confer upon any person, other than the <br />Parties and their respective successors and assigns, any rights or remedies <br />hereunder. <br /> <br />11.14 Relationship of the Parties. Nothing in this Agreement is intended <br />to or shall establish the Parties as partners or co-venturers with one another. <br />Except as otherwise specifically provided in this Agreement or as Agency may <br />otherwise specify in writing, Manager shall have no right or authority, express or <br />implied, to act on behalf of Agency in any capacity whatsoever as an agent or to <br />commit or otherwise bind Agency to any obligation. <br /> <br />11.15 Independent Contractor. At all times during the term of this <br />Agreement, Manager and Manager's employee's, agents and subcontractors <br />shall be independent contractors and shall not be employees of Agency. <br />Notwithstanding any other local, state, or federal policy, rule, regulation, law, or <br />ordinance to the contrary, Manager and any of its employees, agents, and <br />subcontractors providing services under this Agreement shall not qualify for or <br /> <br />776633-4 Final <br />