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HMA TPA Agreement Page 17 4/22 <br />(h)Force Majeure. The parties will make their best effort to deliver services at the <br />time specified herein. However, neither party shall have an obligation or liability <br />whatsoever arising out of, or in connection with, any delay or failure to perform <br />any of its duties or obligations under this Agreement, or any loss or damage <br />incurred as a result thereof, if such delay or failure is caused, in whole or in part, <br />either directly or indirectly, by act of God, fire, war, riot, civil insurrection, accident, <br />embargo, governmental priority, failure of third parties to perform, criminal act <br />(unless committed by someone in the employ of the offending party), strikes or <br />other labor dispute, decree or order of any court or government, or any other <br />occurrence, act, cause or thing beyond the control of the parties, whether related <br />or unrelated or similar or dissimilar to any of the foregoing, which prevents, hinders <br />or makes fulfillment of this Agreement impractical, any of which shall, without <br />liability, excuse either party from performance of this Agreement. <br />(i)Authorization. Plan Sponsor represents and warrants to HMA that: <br />(i)it is a corporation duly organized, validly existing and in good standing <br />under the laws of the state in which it is organized; <br />(ii)the execution, delivery and performance of this Agreement has been duly <br />authorized by all requisite action of Plan Sponsor’s Board of Directors; and <br />(iii)this Agreement constitutes a valid and binding contract of Plan Sponsor in <br />accordance with its terms. <br />(j)Attorneys’ Fees. In the event of a dispute under this Agreement, the prevailing <br />party shall be entitled to recover reasonable costs and attorneys’ fees incurred in <br />connection with such dispute. <br />(k)Waiver. No waiver of any provision of this Agreement shall be deemed, or shall <br />constitute, a waiver of any other provision, whether or not similar, nor shall any <br />specific waiver constitute a prospective waiver or release the applicable party from <br />any duties for continued performance. No waiver shall be binding unless executed <br />in writing by the party making the waiver. <br />(l)Amendment. No supplement, modification or amendment of this Agreement <br />shall be binding, unless the same is in writing and signed by duly authorized <br />representatives of both parties. <br />(m)Arbitration. Plan Sponsor and HMA shall submit any and all disputes relating to <br />or arising out of this Agreement to final and binding arbitration. Arbitration will be <br />before a single arbitrator in Seattle, Washington, who is affiliated with a recognized <br />panel of arbitrators such as the American Arbitration Association, Judicial Dispute <br />Resolution or Judicial Arbitration & Mediation Services. Either party may initiate <br />an arbitration by giving written notice to the other of a demand for arbitration. If <br />the parties fail to agree upon the arbitrator to be used within ten (10) days of a <br />party’s arbitration demand, the arbitrator may be appointed by the Superior Court <br />of the State of Washington for King County pursuant to Chapter 7.04 RCW at the <br />instance of either party, and both parties shall submit to the jurisdiction of such <br />court for the purpose of any such appointment. The arbitrator shall be an <br />individual who is or has been actively engaged in the practice of law or who has <br />served as state or federal court judge. Except as otherwise specified by this <br />Agreement or other written agreement of the parties, the arbitration shall be