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The addressees listed in this section shall be the registered address of the Members for purposes <br /> of sending and receiving notices and communications required pursuant to this Agreement. Any <br /> Member may change its registered address and/or authorized representative by written notice <br /> delivered to the ACFPA Secretary and all other Members. Mailed notice shall be deemed <br /> complete two(2)business days after the date of mailing. <br /> 11.4 Members Form a Governing Joint Powers Board. <br /> For the purposes of the Agreement, the Members shall collectively form a Joint Powers Board, <br /> which shall govern the entity. The Members shall not be deemed to be independent contractors <br /> nor employees of ACFPC; rather,Members shall be deemed to be governing participants. Any <br /> and all agents, servants, employees, or independent contractors of a Member remains an <br /> employee or independent contractor of the Member, and shall not be considered an employee or <br /> independent contractor of any other Member for any purpose. This paragraph shall not prohibit <br /> an employee or independent contractor of any Member from contracting with ACFPC to provide <br /> services outside their normal engagements. <br /> 11.5 Damages. <br /> In the event of a Member's failure to perform obligations under this Agreement, that Member <br /> shall be liable to the other parties for any and all damages reasonably sustained by the other <br /> Member as a result of such failure. ACFPC shall attempt to first mediate all internal disputes <br /> and Members are strongly encouraged to engage in binding arbitration instead of litigation. <br /> 11.6 Remedies Cumulative. <br /> All remedies provided for herein or otherwise available at law or equity shall be cumulative. <br /> The election of one remedy shall not bar other remedies available to the Member. <br /> 11.7 Waiver of Default. <br /> The waiver of any default by any Member, or the failure to give notice of any default, shall not <br /> constitute a waiver of any subsequent default or be deemed to be a failure to give such notice <br /> with respect to any subsequent default. The making or acceptance of a payment by any Member <br /> with knowledge of the existence of a default shall not operate or be construed to operate as a <br /> waiver of any subsequent default. <br /> 11.8 Subcontracts, Assignment. <br /> A Member may not subcontract, assign, or otherwise transfer its rights or obligations under this <br /> Agreement to any other entity—public or private. <br /> 11.9 Successors. Each Member binds itself and its successors, legal representatives, and <br /> assigns to the other Members and to the partners, successors, legal representatives, and assigns of <br /> such other Members, in respect to all rights and obligations under this Agreement. <br /> 13 <br /> 63 <br />