Common use of Effect of Invalidity of Clauses Clause in Contracts

Effect of Invalidity of Clauses. If any clause or provision of this Contract is in conflict with any federal or State law or regulation, that clause or provision will be null and void and any such invalidity will not affect the validity of the remainder of this Contract. Should any part of the scope of work under this Contract relate to a state program that is no longer authorized by law (e.g., which has been vacated by a court of law, or for which CMS has withdrawn federal authority, or which is the subject of a legislative repeal), the Contractor must do no work on that part after the effective date of the loss of program authority. EOHHS and CMS must adjust capitation rates to remove costs that are specific to any program or activity that is no longer authorized by law. If the Contractor works on a program or activity no longer authorized by law after the date the legal authority for the work ends, the Contractor will not be paid for that work. If EOHHS or CMS paid the Contractor in advance to work on a no‑longer‑authorized program or activity and under the terms of this Contract the work was to be performed after the date the legal authority ended, the payment for that work should be returned to EOHHS or CMS, respectively. However, if the Contractor worked on a program or activity prior to the date legal authority ended for that program or activity, and EOHHS or CMS included the cost of performing that work in its payments to the Contractor, the Contractor may keep the payment for that work even if the payment was made after the date the program or activity lost legal authority. Conflict of Interest Neither the Contractor nor any First Tier, Downstream, or Related Entity may, for the duration of the Contract, have any interest that will conflict, as determined by CMS and EOHHS with the performance of services under the Contract. Without limiting the generality of the foregoing, CMS and EOHHS require that neither the Contractor nor any First Tier, Downstream, or Related Entity has any financial, legal, contractual or other business interest in any entity performing One Care Plan enrollment functions for EOHHS. In accordance with 42 U.S.C. § 1396u‑2(d)(3) and 42 C.F.R. § 438.58, EOHHS will implement safeguards against conflicts of interest on the part of its officers and employees who have responsibilities relating to the Contractor or any First Tier, Downstream, or Related Entity that are at least as effective as the safeguards specified in section 27 of the Office of Federal Procurement Policy (41 U.S.C. § 423).

Effect of Invalidity of Clauses. If any clause or provision of this Contract is in conflict with any federal or State law or regulation, that clause or provision will be null and void and any such invalidity will not affect the validity of the remainder of this Contract. Should any part of the scope of work under this Contract relate to a state program that is no longer authorized by law (e.g., which has been vacated by a court of law, or for which CMS has withdrawn federal authority, or which is the subject of a legislative repeal), the Contractor must do no work on that part after the effective date of the loss of program authority. EOHHS and CMS must adjust capitation rates to remove costs that are specific to any program or activity that is no longer authorized by law. If the Contractor works on a program or activity no longer authorized by law after the date the legal authority for the work ends, the Contractor will not be paid for that work. If EOHHS or CMS paid the Contractor in advance to work on a no‑longer‑authorized no-longer-authorized program or activity and under the terms of this Contract the work was to be performed after the date the legal authority ended, the payment for that work should be returned to EOHHS or CMS, respectively. However, if the Contractor worked on a program or activity prior to the date legal authority ended for that program or activity, and EOHHS or CMS included the cost of performing that work in its payments to the Contractor, the Contractor may keep the payment for that work even if the payment was made after the date the program or activity lost legal authority. Conflict of Interest Neither the Contractor nor any First Tier, Downstream, or Related Entity may, for the duration of the Contract, have any interest that will conflict, as determined by CMS and EOHHS with the performance of services under the Contract. Without limiting the generality of the foregoing, CMS and EOHHS require that neither the Contractor nor any First Tier, Downstream, or Related Entity has any financial, legal, contractual or other business interest in any entity performing One Care Plan enrollment functions for EOHHS. In accordance with 42 U.S.C. § 1396u‑2(d)(31396u-2(d)(3) and 42 C.F.R. § 438.58, EOHHS will implement safeguards against conflicts of interest on the part of its officers and employees who have responsibilities relating to the Contractor or any First Tier, Downstream, or Related Entity that are at least as effective as the safeguards specified in section 27 of the Office of Federal Procurement Policy (41 U.S.C. § 423). Insurance for Contractor's Employees The Contractor must agree to maintain at the Contractor's expense all insurance required by law for its employees, including worker's compensation and unemployment compensation, and must provide CMS and EOHHS with certification of same upon request. The Contractor, and its professional personnel providing services to Enrollees, must obtain and maintain appropriate professional liability insurance coverage. The Contractor must, at the request of CMS or EOHHS, provide certification of professional liability insurance coverage. Key Personnel The Contractor‘s Senior Program Manager and/or the Executive with oversight of the Program, Chief Medical Officer/Medical Director, Pharmacy Director, Behavioral Health Director, Director of /Long Term Services and Support, ADA Compliance Director, Chief Financial Officer, Chief Operating Officer or Director of Operations, Program Quality Manager, Senior Manager of Clinical Services or equivalent position, Claims Director, IT Director, Compliance Officer, Provider Network Manager, and the designated “Key Contact” are key personnel. The Contractor shall submit to EOHHS the name, resume, and job description for each of the key personnel to EOHHS within 5 days of executing this Contract. If the Contractor substitutes another individual for any individual identified by the Contractor as key personnel, the Contractor must notify EOHHS immediately and provide the name(s) and resumes of qualified replacements.

Effect of Invalidity of Clauses. If any clause or provision of this Contract is officially declared to be in conflict with any federal or State law or regulation, that clause or provision will be null null, and void and any such invalidity will not affect the validity of the remainder of this Contract. Should any part of the scope of work under this Contract contract relate to a state program that is no longer authorized by law (e.g., which has been vacated by a court of law, or for which CMS has withdrawn federal authority, or which is the subject of a legislative repeal), the Contractor ICO must do no work on that part after the effective date of the loss of program authority. EOHHS CMS and CMS MDHHS must adjust capitation rates to remove costs that are specific to any program or activity that is no longer authorized by law. If the Contractor ICO works on a program or activity no longer authorized by law after the date the legal authority for the work ends, the Contractor ICO will not be paid for that work. If EOHHS CMS or CMS the state paid the Contractor ICO in advance to work on a no‑longer‑authorized no-longer-authorized program or activity and under the terms of this Contract contract the work was to be performed after the date the legal authority ended, the payment for that work should be returned to EOHHS CMS or CMSto MDHHS, respectively. However, if the Contractor ICO worked on a program or activity prior to the date legal authority ended for that program or activity, and EOHHS CMS or CMS the state included the cost of performing that work in its payments to the ContractorICO, the Contractor ICO may keep the payment for that work even if the payment was made after the date the program or activity lost legal authority. Conflict of Interest Neither the Contractor ICO nor any First Tier, Downstream, Downstream or Related Entity may, for the duration of the Contract, have any interest that will conflict, as determined by CMS and EOHHS MDHHS with the performance of services under the Contract, or that may be otherwise anticompetitive. Without limiting the generality of the foregoing, CMS and EOHHS MDHHS require that neither the Contractor ICO nor any First Tier, Downstream, or Related Entity has any financial, legal, contractual or other business interest in any entity performing One Care Plan enrollment ICO Enrollment functions for EOHHSMDHHS. The ICO further certifies that it will comply with Section 1932(d) of the Social Security Act. In accordance Insurance for ICO's Employees The ICO must agree to maintain at the ICO's expense all insurance required by law for its employees, including worker's compensation and unemployment compensation, and must provide CMS and MDHHS with 42 U.S.C. § 1396u‑2(d)(3) certification of same upon request. The ICO, and 42 C.F.R. § 438.58its professional personnel providing services to Enrollees, EOHHS will implement safeguards against conflicts must obtain and maintain appropriate professional liability insurance coverage. The ICO must, at the request of interest CMS or MDHHS, provide certification of professional liability insurance coverage. Waiver The ICO, CMS, or MDHHS shall not be deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by a duly authorized representative. No delay or omission on the part of its officers and employees who have responsibilities relating to the Contractor ICO, CMS, or MDHHS in exercising any right shall operate as a waiver of such right or any First Tierother right. A waiver on any occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. The acceptance or approval by CMS and MDHHS of any materials including but not limited to, Downstreamthose materials submitted in relation to this Contract, or Related Entity that are at least as effective as the safeguards specified in section 27 does not constitute waiver of the Office any requirements of Federal Procurement Policy (41 U.S.C. § 423)this Contract.

Effect of Invalidity of Clauses. If any clause or provision of this Contract is officially declared to be in conflict with any federal or State state law or regulation, that clause or provision will be null and void and any such invalidity will not affect the validity of the remainder of this Contract. Should any part of the scope of work under this Contract contract relate to a state program that is no longer authorized by law (e.g., which has been vacated by a court of law, or for which CMS has withdrawn federal authority, or which is the subject of a legislative repeal), the Contractor CICO must do no work on that part after the effective date of the loss of program authority. EOHHS CMS and CMS SCDHHS must adjust capitation rates to remove costs that are specific to any program or activity that is no longer authorized by law. If the Contractor CICO works on a program or activity no longer authorized by law after the date the legal authority for the work ends, the Contractor CICO will not be paid for that work. If EOHHS CMS or CMS the state paid the Contractor CICO in advance to work on a no‑longer‑authorized no-longer-authorized program or activity and under the terms of this Contract contract the work was to be performed after the date the legal authority ended, the payment for that work should be returned to EOHHS CMS or CMSto SCDHHS, respectively. However, if the Contractor CICO worked on a program or activity prior to the date legal authority ended for that program or activity, and EOHHS CMC or CMS the state included the cost of performing that work in its payments to the ContractorCICO, the Contractor CICO may keep the payment for that work even if the payment was made after the date the program or activity lost legal authority. Conflict of Interest Neither the Contractor CICO nor any First Tier, Downstream, or Related Entity may, for the duration of the Contract, have any interest that will conflict, as determined by CMS and EOHHS SCDHHS with the performance of services under the Contract, or that may be otherwise anticompetitive. Without limiting the generality of the foregoing, CMS and EOHHS SCDHHS require that neither the Contractor CICO nor any First Tier, Downstream, or Related Entity has any financial, legallegal and contractual, contractual or other business interest in any entity performing One Care Plan CICO enrollment functions for EOHHSSCDHHS. The CICO further certifies that it will comply with Section 1932(d) of the Social Security Act. In accordance Insurance for CICO's Employees The CICO must agree to maintain at the CICO's expense all insurance required by law for its employees, including worker's compensation and unemployment compensation, and must provide CMS and SCDHHS with 42 U.S.C. § 1396u‑2(d)(3) certification of same upon request. The CICO, and 42 C.F.R. § 438.58its professional personnel providing services to Enrollees, EOHHS will implement safeguards against conflicts must obtain and maintain appropriate professional liability insurance coverage. The CICO must, at the request of interest CMS or SCDHHS, provide certification of professional liability insurance coverage. Waiver The CICO, CMS, or SCDHHS shall not be deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by a duly authorized representative. No delay or omission on the part of its officers and employees who have responsibilities relating to the Contractor CICO, CMS, or SCDHHS in exercising any right shall operate as a waiver of such right or any First Tierother right. A waiver on any occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. The acceptance or approval by CMS and SCDHHS of any materials including, Downstreambut not limited to, or Related Entity that are at least as effective as the safeguards specified those materials submitted in section 27 relation to this Contract, does not constitute waiver of the Office any requirements of Federal Procurement Policy (41 U.S.C. § 423)this Contract.