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OPERATION OF LAW OR OTHERWISE, AND REGARDLESS WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY <br /> OF SUCH DAMAGES, PROVIDED HOWEVER IN NO EVENT SHALL SUPPLIER'S liability, FOR ANY REASON UNDER THIS <br /> AGREEMENT, EXCEED THE AMOUNT PAYABLE HEREUNDER. <br /> 9. Miscellaneous <br /> a. Independent Contractor. The Parties agree that Consultant is not an agent or employee of Supplier for <br /> any purpose. All expenses which are incurred by Consultant in connection with this Agreement shall be borne <br /> wholly and completely by Consultant. Consultant shall be responsible for all state, federal, and local taxes, <br /> including estimated taxes and social security; and employment reporting for Consultant or any employees or <br /> agents of Consultant. <br /> b. Compliance with Laws. Permits. and License Requirements. Each Party shall, at its sole cost and <br /> expense, comply with all federal, state and local laws applicable to it relating to this Agreement and shall <br /> procure all applicable licenses and permits necessary for the fulfillment of its obligations under this Agreement. <br /> C. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the <br /> State of Illinois,without regard to its choice of law principles. <br /> d. Mercer of Agreement. This Agreement contains the entire understanding among the Parties and <br /> supersedes any prior understandings and agreements between them respecting the subject matter of this <br /> Agreement. No representations, warranties or promises have been made or relied upon by any Party hereto <br /> other than as set forth herein. Any changes, modifications, or additions to this Agreement shall be made by <br /> mutual agreement in writing signed by all Parties. <br /> e. Non-Waiver. A waiver by a Party of any breach of any covenant, condition or provision (whether <br /> expressed, implied or otherwise)herein contained shall not be taken to be a waiver of any subsequent breach of <br /> the same or any other covenant, condition or provision. The remittance or acceptance of a Fee hereunder for <br /> any period shall not be deemed to be a waiver of any default or breach hereunder. <br /> f. Captions. All titles and subject headings are provided for the purpose of reference and convenience and <br /> are not intended to be construed as interpretations of text. <br /> g. No Third Party Beneficiaries. Municipality and Consultant acknowledge and agree that the terms and <br /> conditions between Supplier and Participating Customers govern the relationship between such Participating <br /> Customers and Supplier. Municipality and Consultant are not parties to or intended third-party beneficiaries of <br /> any such Participating Customer terms and conditions.There are no third party beneficiaries to this Agreement. <br /> h. No Assign ment/BindingA rpreement. This Agreement may not be assigned by any one of the Parties <br /> without obtaining the written consent of the other Parties, which consent shall not be unreasonably withheld. <br /> All of the covenants, conditions and obligations of this Agreement shall extend to and be binding upon the <br /> permitted heirs, personal representatives,successors and assigns, respectively. <br /> Page 3 of 5 <br />