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DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC31A417 <br /> services provided hereunder, Client will reimburse Consultant without <br /> limitation for Consultant's reasonable time and expenses incurred in <br /> responding to such requests whether incurred by Consultant employees, <br /> consultants, contractors or agents. The foregoing does not diminish or negate <br /> Consultant's obligation to negotiate and defend all cost allocation plans and <br /> State mandated cost claims as specifically provided for under the Description <br /> of Services contained in Exhibit A. <br /> b. There are no third-party beneficiaries to this Agreement and nothing in this <br /> Agreement shall be construed to provide any rights or benefits to any third- <br /> party. <br /> C. The Parties intend that Consultant, in performing the Services specified in this <br /> Agreement shall act as an independent contractor and shall have full control of <br /> the work and the manner in which it is performed. Consultant and <br /> Consultant's employees are not to be considered agents or employees of Client <br /> for any purpose. <br /> d. In the event that any provision of this Agreement is held to be invalid, illegal <br /> i <br /> or unenforceable for any reason, this Agreement will continue in full force <br /> and effect without said provision, the validity, legality and enforceability of <br /> the remaining provisions shall not in any way be affected or impaired thereby, <br /> and this Agreement will be interpreted to reflect the original intent of the <br /> Parties insofar as possible. <br /> C. The titles of the sections, subsections, and paragraphs set forth in this <br /> Agreement are inserted for convenience of reference only and shall be <br /> disregarded in construing or interpreting any of the provisions of this <br /> Agreement. <br /> f. This Agreement and any additional or supplementary document or documents <br /> incorporated herein by specific reference contain all the terms and conditions <br /> agreed upon by the Parties hereto, and no other agreements, oral or otherwise, <br /> regarding the subject matter of this Agreement or any part thereof shall have <br /> any validity or bind any of the Parties hereto. <br /> g. Neither Party shall be liable hereunder by reason of any failure or delay in the <br /> performance of its obligations hereunder on account of strikes, shortages, <br /> riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, <br /> war, governmental action,labor conditions,material shortages or any other <br /> cause which is beyond the reasonable control of such Party. <br /> h. Each individual signing this Agreement certifies that (i)he or she is <br /> authorized to sign this Agreement on behalf of his or her respective <br /> organization, (ii) such organization has obtained all necessary approvals to <br /> enter into this Agreement, including but not limited to the approval of its <br /> governing board, and (iii) when executed, this Agreement is a valid and <br /> enforceable obligation of such organization. <br /> i <br /> i. Waiver by either Party of a breach of any provision of this Agreement or the <br /> failure by either Party to exercise any right hereunder will not operate or be <br /> 4 <br />