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~~ Re-Accreditation Agreement 4of6 Section 9. THE COUNCIL AS AN INDEPENDENT CONTRACTOR: 9.1 In all matters pertaining to this Agreement, the Council shall be acting as an independent contractor, and neither the Council and APWA nor any officer, employee, or agent of the Council and APWA will be deemed an employee of the Agency. The selection and designation of the personnel of the Council and APWA in performance of its responsibilities under this Agreement sha11 be made by the Council and APWA. 9.2 In all matters pertaining to this Agreement and the relationship between the parties thereto, the Executive Director of the Council and APWA will act in the name of the Council and APWA. Section 10. INDEMNIFICATION: 10.1 The Agency shall indemnify and hold harmless the Council and APWA from all claims, demands, suits, and actions against the Council and APWA as a result of the distribution by the Agency to third persons of any reports, results of analyses, recommendations, or other communications furnished to it by the Council and APWA. 10.2 The Agency shall indemnify and hold harmless the Council and APWA, its officers, employees, and agents from any and all liability, loss or damage, which may be suffered or incurred as a result of claims, demands, suits, or actions arising out of the performance of either party to this Agreement. 103 The person signing on behalf of the Agency hereby represents and warrants that he or she has the power and authority to execute this Agreement and to bind said Agency to all terms and covenants contained herein including, but not limited to, the provisions of this Section l0. 10.4 Agency will indemnify and hold harmless APWA and the Council from liability, claims, suits, expenses, including court costs and attorneys' fees, and other obligations arising out of or attributable to APWA's and the CounciPs negligence in such accreditation. Agency releases APWA and the Council, and will indemnify them against and hold them harmless from, any claim or liability of Agency or its employees and agents, for damages for defamation, libel or slander, arising out of, or attributable to, Agency's Application for Accreditation and/or the approval, denial, renewal or termination thereof. Section 11. INTEGRATION: 11.1 This instrument embodies the whole Agreement of the parties. The parties warrant that there are no promises, terms, conditions, or obligations other than those contained herein.,This Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. Section 12. SEVERABILITY: 12.1 If any provision of this Agreement of the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement and the application of such provisions to persons or circumstances other than those to which it is held invalid shall not be affected thereby. Section 13. CHOICE OF LAW: 13.1 This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the law of the State of Missouri.