Separate Management Agents and Local Administration. To the extent approved by the BOR and reflected in the Operative Agreements, the Concessionaire may use management agents for the operation of the Projects, including BOR staff, but all management agents must be approved in writing by the BOR in its sole and absolute discretion. The Concessionaire agrees to operate and manage the Projects, whether directly or indirectly, in accordance with the requirements of this Agreement and the other Operative Agreements. In the event the Concessionaire elects to engage BOR staff at any Institution to perform day-to-day maintenance and repair services, compensation for these services shall be paid separately pursuant to an agreement between the Concessionaire and such Institution. In the event that (a) any failure of any management agent to comply with its contract with the Concessionaire or (b) any other action or inaction by any management agent causes a failure by the Concessionaire to comply with the terms of this Agreement or any Operative Agreement, the Concessionaire will not be excused from liability for such failure because of its use of a management agent but shall remain liable under this Agreement and the Operative Agreements to the same extent as if the Concessionaire had performed or undertaken to perform all management activities directly. The Concessionaire shall not replace any management agent without the prior written approval of the BOR. The BOR shall have the right to require, for any reason or for no reason, the Concessionaire to remove and replace any management agent upon not less than ninety (90) days prior written notice to the Concessionaire.
