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No amendment, waiver, termination or discharge of this Contract, or any of the terms or provisions hereof, shall be binding upon either Party unless confirmed in writing. Nothing may be modified or amended, except by writing executed by both Parties. Any agreement of the Parties to amend, modify, eliminate or otherwise change any part of this Contract shall not affect any other part of this Contract, and the remainder of this Contract shall continue to be of full force and effect as set out herein.
If Contractor desires an amendment or modification to any provision, condition, or obligation contained in this Contract, including but not limited to the offer of a new program or service, it must deliver a timely and written change order request to the BOR that includes a detailed explanation of the proposed change, justification, and any and all potential cost implications, if any, for the proposed change. The change order must include an explanation of how it will affect claims processing for benefits, and a statement by legal counsel for Contractor as to whether the change, if permitted, would cause any existing Plan Documents or communications to Members to be incorrect or misleading.
CONTRACT ASSIGNMENT
The rights of the BOR under this Contract may be assigned to any other agency of the State of Georgia upon not less than ten (10) Calendar Days prior notice to Contractor.
Contractor shall not assign this Contract, in whole or in part, without the prior written consent of the BOR, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.
SEVERABILITY
Any section, subsection, paragraph, term, condition, provision, or other part of this Contract that is judged, held, found or declared to be voidable, void, invalid, illegal or otherwise not fully enforceable shall not affect any other part of this Contract, and the remainder of this Contract shall continue to be of full force and effect as set out herein. The Contract will not be interpreted for or against any Party on the basis that such Party or its legal representative caused part or all of this Contract to be drafted.
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CONTRACTOR REPRESENTATIONS, WARRANTIES, AND COVENANTS
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Organization. Contractor is a corporation duly organized, validly existing, and in good standing under the laws of the State of ___________________. Contractor has all requisite corporate power and authority to own, operate, and lease its property. Contractor is duly qualified to do business and is in good standing in the State of Georgia.
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Authority. Contractor has full power and authority to execute and deliver this Contract and to perform its obligations under this Contract. This Contract and the obligations contemplated hereby have been duly and validly authorized by all necessary action on the part of Contractor, and this Contract constitutes a legal, valid, and binding obligation of Contractor, enforceable in accordance with its terms. The individual executing this Contract on behalf of Contractor has actual authority to bind Contractor to this Contract.
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No Conflict. Contractor will enter into no agreement the execution and/or performance of which would violate or interfere with this Contract. Neither Contractor’s execution and delivery of the Contract, nor Contractor’s performance of the obligations set forth in this Contract, will, with or without the giving of notice or the passage of time, or both conflict with, result in a default or loss of rights (or give rise to any right of termination, cancellation, or acceleration) under, or result in the creation of any lien pursuant to any provision of (i) the Articles of Incorporation or Bylaws of Contractor; (ii) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease, or other instrument or obligation to which Contractor is a party or by which Contractor may be bound or any of its assets may be affected; (iii) or any law, order, judgment, ordinance, rule, regulation, or decree to which Contractor is a party or by which Contractor may be bound or its assets may be affected; or give rise to any interest in the assets of Contractor.
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Requisite Licenses. Contractor has all requisite license(s) required to carry on its business as now conducted and to perform its obligations under this Contract. No event has occurred with respect to any of the licenses that either permits, or after notice or lapse of time or both would permit, revocation or termination of the license of any of them.
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No Permit, Consent or Approval. No permit, consent, filing, or approval of any third party other than the BOR is required to be obtained or made by Contractor in connection with the execution, delivery, and performance of this Contract in order to render this Contract valid and effective and to enable Contractor to perform the obligations contemplated hereby.
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Requisite Expertise. Contractor has either by itself or with the assistance it reasonably expects to receive from subcontractors, the facilities, equipment, authorizations of third parties the requisite expertise and know-how to perform its obligations under this Contract, including the knowledge and ability to develop the Systems and perform the administrative services. Such knowledge and ability includes the knowledge of all pertinent rules and regulations (both governmental and private) pertaining to the processing of claims as anticipated by this Contract.
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Workmanlike Manner. Contractor warrants that the services under this Contract shall be performed in a workmanlike manner.
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Legal Proceedings. There is no claim, legal action, counterclaim, suit, arbitration, governmental investigation or other legal, administrative, or tax proceeding, or any decree or judgment of any court, governmental agency, or arbitration tribunal that is in progress, pending, or threatened against or relating to Contractor or the assets of Contractor that would individually or in the aggregate have a material adverse effect on Contractor’s ability to perform the obligations contemplated by this Contract. Without limiting the generality of the representation of the immediately preceding sentence, Contractor is not currently the subject of a voluntary or involuntary petition in bankruptcy, does not presently contemplate filing any such voluntary petition, and is not aware of any intention on the part of any other person(s) to file such an involuntary petition against it.
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