Contract between the board of regents of the unversity system of georgia and


CONFLICT OF INTEREST; CONTRACTOR INDEPENDENCE



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CONFLICT OF INTEREST; CONTRACTOR INDEPENDENCE

No official or employee of the State of Georgia or the federal government who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the project shall, prior to the termination or expiration of this Contract, voluntarily acquire any personal interest, direct or indirect, in this Contract or proposed Contract.


Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that would conflict in any material manner or degree with, or have a material adverse effect on the performance of the Administrative Services. Contractor further covenants that in the performance of the Contract no person having any such interest shall be employed by Contractor.
All of the Parties hereby certify that the provisions of O.C.G.A. §45-10-20 through §45-10-28, which prohibit and regulate certain transactions between State officials and employees and the State of Georgia, have not been violated and will not be violated in any respect throughout the term.
In addition, it is the responsibility of Contractor to maintain independence and to establish necessary policies and procedures to assist Contractor in determining if the actual individuals performing work under this Contract have any impairment to their independence. Contractor shall take all necessary actions to eliminate threats to impartiality and independence, including but not limited to, reassigning, removing, or terminating individuals performing Administrative Services under this Contract.

  1. NOTICES

All notices under this Contract shall be deemed duly given upon delivery, if delivered by hand, or three (3) Calendar Days after posting, if sent by registered or certified mail, return receipt requested, to a Party hereto at the addresses set forth below or to such other address as a party may designate by notice pursuant hereto.


For the BOR:
Karin Elliott (BOR Program Manager)

Associate Vice Chancellor for Health and Life Benefits

Board of Regents of the University System of Georgia

270 Washington Street SW

Atlanta, Georgia 30334

(404) 962-3248 – phone

(404) 962-3252 – fax

karin.elliott@usg.edu – e-mail
With a copy to:
Daryl R. Griswold

Assistant Vice Chancellor for Legal Affairs

Board of Regents of the University System of Georgia

270 Washington Street SW

Atlanta, Georgia 30334

(404) 962-3260 – phone

(404) 962-3264 – fax

daryl.griswold@usg.edu – e-mail
For Contractor:


- Fax

e-mail address


It shall be the responsibility of either Party to inform the other Party of any change in address in writing no later than five (5) Business Days after the change.
Contractor will inform the BOR within two (2) Business Days of receipt of notice of any legal claim, whether the action is formal, informal, administrative, mediation, arbitration, actual litigation, or proposed litigation, which is instituted against Contractor by a Subcontractor, vendor, supplier, or manufacturer.
Contractor will inform the BOR within twenty-four (24) hours of any legal action, whether the action is formal, informal, administrative, mediation, arbitration, actual litigation, or proposed litigation, that it knows, knew, or should have known would be instituted or brought against Contractor for work based on, arising from, or related to this Contract.

  1. MISCELLANEOUS




    1. Choice of Law or Venue. This Contract shall be governed in all respects by the laws of the State of Georgia, without regard to its conflicts of law rules. Any lawsuit or other action brought against the BOR or the State based upon or arising from this Contract shall be brought in a court or other forum of competent jurisdiction in Fulton County in the State of Georgia and the Parties consent and waive any objection to personal jurisdiction in any state court located in the State of Georgia




    1. Survivability. The terms, provisions, representations and warranties contained in this Contract shall survive the delivery or provision of all Services or Deliverables hereunder.




    1. Drug-Free Workplace. Contractor must certify to the BOR that a drug-free workplace will be provided by Contractor’s employees during the performance of the Contract as required by the “Drug-Free Workplace Act”, O.C.G.A. § 50-24-1, et seq. and certify compliance with applicable federal law as set forth in Attachment F, Drug Free Workplace. Contractor agrees to sign and comply with Attachment F. Any false certification by Contractor or violation of such certification, or failure to carry out the requirements set forth in either State of Georgia or federal statutes, rules, regulations, policies, or guidelines relating to a drug free workplace may result in Contractor being suspended, terminated or debarred from the performance of this Contract.




    1. Certification Regarding Debarment, Suspension, Proposed Debarment and Other Matters. Contractor certifies that it is not presently debarred, suspended, proposed for debarment or declared ineligible for award of contracts by any federal or State agency or department. Contractor certifies that none of its workers nor any Subcontractor or Subcontractor’s workers are presently debarred, suspended, proposed for debarment, or declared ineligible for award of contracts by any federal or State agency. Contractor shall execute and deliver Attachment D, Certification Regarding Debarment, Suspension, Proposed Debarment and Other Responsibility Matters to this Contract.





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