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<br />tenninate or suspend all or part of this Contract, temporarily or pennanently withhold cash <br />payments, deny contract renewal or future contract awards, or delay contract execution by <br />delivering written notice to Contractor, by any verifiable method, stating the reason for the <br />emergency action. An "emergency" is defined as the following: <br />a) Contractor is noncompliant and the noncompliance has a direct adverse impact <br />on the public or client health, welfare or safety. The direct adverse impact may be <br />programmatic or financial and may include failing to provide services, providing <br />inadequate services, providing unnecessary services, or utilizing resources so that <br />the public or clients do not receive the benefits contemplated by the scope of work <br />or perfonnance measures; or <br /> <br />~) Contractor is expending funds inappropriately. <br /> <br />Whether Contractor's conduct or noncompliance is an emergency will be detennined by <br />Department on a case-by-case basis and will be based upon the nature of the noncompliance <br />or conduct. <br /> <br />ARTICLE XV CLAIMS AGAINST THE DEPARTMENT. <br /> <br />Section 15.01 Breach of Contract Claim. The process for a breach of contract claim <br />against the Department provided for in Chapter 2260 of Texas Government Code and <br />implemented in the rules at 25 TAC 991.431-1.447 shall be used by DSHS and Contractor to <br />attempt to resolve any claim for breach of contract made by DSHS. <br /> <br />Section 15.02 Notice. Contractor's claims for breach of this Contract that the parties <br />cannot resolve in the ordinary course of business shall be submitted to the negotiation process <br />provided in Chapter 2260, subchapter B, Texas Government Code. To initiate the process, <br />Contractor shall submit written notice, as required by subchapter B, to DSHS's Office of <br />General Counsel. The notice shall specifically state that the provisions of Chapter 2260, <br />subchapter B, are being invoked. A copy of the notice shall also be given to all other <br />representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing <br />of a contested case proceeding under Chapter 2260, subchapter C, Texas Government Code. <br /> <br />Section 15.03 Sole Remedy. The contested case process provided in Chapter 2260, <br />subchapter C, Texas Government Code, is Contractor's sole and exclusive process for <br />seeking a remedy for any and all alleged breaches of contract by DSHS if the parties are <br />unable to resolve their disputes under this Article. <br /> <br />Section 15.04 Condition Precedent to Suit. Compliance with the contested case <br />process provided in Chapter 2260, subchapter C, Texas Government Code, is a condition <br />precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil <br />Practices and Remedies Code. Neither the execution of this Contract by DSHS nor any other <br />conduct of any representative of DSHS relating to this Contract shall be considered a waiver <br />of sovereign immunity to suit. <br /> <br />Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the <br />pendency of a claim constitutes grounds for the suspension of perfonnance by Contractor, in <br />whole or in part. <br /> <br />EF29-12425 General Provisions (Core Subrecipient 2007) <br /> <br />Rev. 07/20/2006 Page 30 ' <br />