Agenda - 06-05-2001-8l - Laserfiche WebLink

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4.8 Authori .Each party hereto represents and warrants to the other that the person executing this Agreement an behalf of such party has been duly authorized to execute and deliver this Agreement on behalf of said party. 4.9 Force Majeure. Neither party shall be Liable to the other or deemed in default hereunder for any failure to perform or delay in performing which is caused by an act of God or other factors beyond the control of such parry. Lf either party becomes aware of any such factor which would cause a delay or failure in performance, it shall immediately notify the other party of the existence of such factor and probable length of continuation thereof. 4.10 Construction. The article, section and paragraph headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. Unless otherwise provided, all references in this Agreement to articles, sections and paragraphs refer to the corresponding articles, sections and paragraphs of this Agreement. All words used herein shall be construed to be of such gender or number as the circumstances require. Unless otherwise specifically noted, the words "herein," "hereof," "hereby," "hereinabove," "hereinbelow," "hereunder," and words of similar import, refer to this Agreement as a whole and not to any particular article, section, subsection, paragraph, clause or other subdivision hereof. Whenever the term "including" or a similar term is used in this Agreement, it shall be read as if it were written "including by way of example only and without in any way limiting the generality of the clause or concept to which reference is made." 4.11 Entire_Agreement: Modification. This Agreement, including all Addenda and exhibits hereto, represents the entire Agreement betareen the parties and supersedes any and all previously written or oral agreements or understandings. This Agreement may only be changed by a writing signed by Magellan and Sponsor. 4.12 Counterparts. This Agreement maybe executsd in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. ARTICLE V DEFINITIONS . Fir the purposes of this Agreement, the following terms.shall have the meanings specified or•referred to below. Any reference or citation to a law, statute or regulation shall be deemed to include any amendments to that law, statute or regulation and judicial and administrative interpretations of it. 5.1 "Affiliate" means a legal entity related by common ownership, management or control. 5.2 "Agreement" means this Services Agreement, including the Addenda, the Fee Schedule and all other appendices, exhibits and schedules hereto, which are hereby incorporated herein by this reference. 5.3 "Basic Fees" for a month during the Term means the PEPM Charge multiplied by the applicable Employee Count 5.4 "Basic Services" shall have the meaning set forth in Section 1.1 . 5.5 "Californi_a_Partici~an„_t" means a Participant who resides in, or whose place of employment with Sponsor is located in, the State of California. 5.6 "Care Manager" shall have the meaning set forth in Section 3.4(b)(1). Magellan Behavioral Health O1/03/D1 RSHhf Services Agreement