Ordinance 2014-66 - Laserfiche WebLink

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Confidential a) Compliance with Federal and State Rules and Regulations. For the Term of this Agreement, Facility shall comply with all applicable federal and state rules and regulations regarding services provided to Members. b) Business License and Regulatory Standards. Facility shall hold an active and unrestricted business license as required by law, covering all aspects of services offered, and meet occupational health and safety requirements and regulatory standards in the state and jurisdiction in which Facility operates. c) Priority of Documents. Any conflict, ambiguity or inconsistency between the terms and conditions in this Agreement, the Program Schedules, the Exhibits and any document referred to in or incorporated into this Agreement shall be resolved in accordance with the following decreasing order of priority: i. this Agreement; ii. The Program Schedules; iii. the Exhibits; and iv. such other referenced or incorporated documents. d) Severability. Should any provision herein be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable in any respect, in whole or in part, the offending provisions shall not affect the enforceability of the remaining provisions of this Agreement. e) Amendment of Agreement to Comply with Law. Healthways and Facility acknowledge and agree that Healthways may amend this Agreement in order to comply with applicable law, by sixty (60) days' prior written notice to Facility, and that Facility may elect to withdraw its acceptance with regard to such amendment within such sixty (60) day period if such amendment would have a demonstrable material adverse effect on Facility. If Facility elects not to accept such amendment, this Agreement will terminate and each Party's obligations shall cease with regard to the other, except that Healthways shall be obligated to pay, within thirty (30) days of the effective date of termination, any unpaid amounts owed to Facility. f) Applicable Law. The validity of this Agreement and of any of its terms and provisions, as well as the rights and duties of the Parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the laws of the State of Tennessee. g) Count !_parts. This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, with the same effect as if all Parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. h) Entire Agreement. This Agreement, together with any Exhibits and Schedules hereto, represents the entire understanding and agreement among the Parties with respect to the subject matter hereof and shall supersede any prior writings, understandings, or agreements among the Parties with respect to the subject matter hereof. i) Modification. Unless specifically set forth in this Agreement, no alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either Party unless the same shall have been mutually agreed to in writing by both Parties. j) Sale of Business /Transfer of Assets. If Facility desires to sell or transfer all or substantially all of its assets or business to another entity, or transfers to a third party a controlling interest in its assets or business, Facility shall so advise Healthways in writing at least ninety (90) days' prior to the sale or transfer date. Upon notification of sale, Healthways may, in its sole discretion, choose to terminate the Agreement effective on date of sale or extend the terms of the Agreement to the new entity. k) Authority to Sign. The individual signing below on behalf of Facility represents and warrants that he /she has all requisite corporate power and authority to enter into this Agreement on behalf of Facility. Al RFC V2014 -2 — — — 5 of10