SHJ25-009 KCJ AND CHPW - PARTIALLY EXECUTED

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7.9 Construction. 7.9.1 Entire Agreement. This Agreement, with attached exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes any and all previous or contemporaneous agreements and understandings with respect to such subject matter. 7.9.2 Construction and Applicability of certain laws and regulations. 7.9.2.1 Nothing in this Agreement modifies any benefits, terms or conditions contained in the Member's CHPW benefit plan. In the event of a conflict between this Agreement and the benefits, terms, and conditions of the Member's benefit plan, the benefits, terms or conditions contained in the Member's CHPW benefit plan shall govern. 7.9.2.2 In addition to the applicable terms of this Agreement, as to the state sponsored products offered by CHPW through its contracts with HCA and listed in Exhibit B, the contract between the HCA and CHPW as well as applicable laws and regulations shall govern construction. 7.9.2.3 In addition to the applicable terms of this Agreement, as to Medicare Advantage Plans listed on Exhibit B, applicable laws and regulations as well as the CMS-CHPW Contract, CMS guidance and instructions shall govern construction. 7.9.2.4 In addition to the applicable terms of this Agreement, as to the Health Benefit Exchange Products listed on Exhibit B, applicable laws and regulations including those from the Washington Health Benefit Exchange, the Health Benefit Exchange Act including the 2012 regular session laws, chapter 87, Affordable Care Act Implementation and regulations adopted pursuant to RCW 43.71 and the OIC shall govern construction. 7.9.2.5 With regard to this Agreement in general, ambiguities shall be reasonably construed in accordance with all relevant circumstances and shall not be construed against either party, irrespective of which party is deemed to have authored the ambiguous provision. The captions and headings appearing herein are for reference only and will not be considered in construing this Agreement. As used herein, "including" means "including without limitation." If any provision hereof is held invalid or unenforceable, such provision will be amended to achieve as nearly as possible the same economic and operational effect as the original provision, and the remainder of this Agreement will remain in full force and effect. Waiver by either party of the breach of any provision hereof by the other party will not operate or be construed as a waiver of any subsequent, similar or other breach by the breaching party. The rights of each party granted herein are in addition to any others that a party may be entitled to by law, shall be construed as cumulative, and no such right is exclusive of any others or of any right or priority allowed by law. Whether specifically identified or not, obligations of the parties hereunder, that, by their nature or content would continue beyond the expiration or termination of this Agreement, shall survive such expiration or termination, and the 2020 Facility Agmt —Template Page 22 of 51 Contract #{Contract #)-{PRC Agreement ID}