07-F DSHS Contract No. 2007-020428

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ARTICLE XVI TERMINATION. Section 16.01 Expiration of Contract or Program Attachment(s). Contractor's service obligations set forth in each Program Attachment shall end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments, all or a part of this Contract may be terminated with or without cause as set forth below. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination. Upon termination of this Contract, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under the Contract to DSHS or other entity designated by DSHS. Upon termination of all or part of this Contract, Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS. Termination does not. however. constitute a waiver of any remedies for breach of this Contract. In addition. Contractor's obligations to retain records and maintain confidentiality of information shall survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include: (1) withdrawal of funds awarded on the basis of the Contractor's underestimate of the unobligated balance in a prior period; (2) withdrawal of the unobligated balance at the expiration of the term of a Program Attachment; (3) refusal to extend a Program Attachment or award additional funds to make a competing or noncompeting continuation, renewal, extension, or supplemental award; or (4) voiding of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or invalid from inception. Section 16.04 Termination Without Cause. a) Either Party may terminate this Contract with at least thirty (30) calendar days prior written notice to the other Party, except that if Contractor seeks to terminate a Contract that involves residential client services, Contractor must give the Department at least ninety (90) calendar days prior written notice and must submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract by mutual agreement. c) Either Party may terminate this Contract with at least thirty (30) calendar days prior written notice to the other Party in the event state and/or federal funding for this Contract is terminated, limited, suspended, withdrawn, or discontinued. d) Department may terminate this Contract immediately when, in the sole determination of Department, termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty (30) calendar days written notice to the other Party. EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 31 r'