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. City Manager With a copy to: With a copy to: G. Timothy Oksman, Esq. 801 Crawford Street Portsmouth, VA 23704 Vandeventer Black LLP 101 W. Main Street, Suite 500 Norfolk, VA 23510 Attn: Price M. Shapiro, Esq. The designation of the individuals to be so notified and the addresses of such parties set forth above may be changed from time to time by written notice to the other Party in the manner set forth above. Section 15.8 Severability. If a court of competent jurisdiction determines that any term of this Agreement is invalid or unenforceable to any extent under applicable law, the remainder of this Agreement (and the application of this Agreement to other circumstances) shall not be affected thereby, and each remaining term shall be valid and enforceable to the fullest extent permitted by law. Section 15.9 Prior Agreements. This Agreement (which includes the main text together with the exhibits and schedules referenced herein) incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings concerning the subject matter hereof. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations, agreements, or understandings, whether oral or written. . Section 15.10 Governing Law. The Agreement is entered into under and pursuant to, and is to be construed and enforceable in accordance with, the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. Section 15.11 Amendments. Neither this Agreement nor any of its terms may be changed or modified, waived, or terminated (unless as otherwise provided hereunder) except by an instrument in writing signed by an authorized representative of the Party against whom the enforcement of the change, waiver, or termination is sought. Section 15.12 Waiver: Remedies. No failure or delay by a party hereto to insist on the strict performance of any term of this Agreement, or to exercise any right or remedy consequent to a breach thereof, shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. The remedies provided in this Agreement are cumulative and not exclusive of the remedies provided by law or in equity. Section 15.13 Relationship of Parties. Manager is engaged by the Owner hereunder as an independent contractor to perform the services described herein, and nothing contained in this . 16