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competing or noncompeting continuation, renewal, extension, or supplemental award; or (4) voiding <br />of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or <br />invalid from inception. <br />Section 16.04 Termination Without Cause. <br />a) Either Party may terminate this Contractor a Program Attachment, as applicable, with at least <br />thirty (30) calendar days prior written notice to the other Party, except that if Contractor seeks <br />to terminate a Contract or Program Attachment that involves residential client services, <br />Contractor must give the Department at least ninety (90) calendar days prior written notice <br />and must submit a transition plan to ensure client services are not disrupted. <br />b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. <br />c) Either Party may terminate this Contract or a Program Attachment with at least thirty (30) <br />calendar days prior written notice to the other Party in the event funds become unavailable <br />through lack of appropriations, budget cuts, transfer of funds between programs or health and <br />human services agencies, amendments to the Appropriations Act, health and human services <br />consolidations, or any disruption of current appropriated funding for this Contract or Program <br />Attachment. <br />d) Department may terminate this Contract or a Program Attachment immediately when, in the <br />sole determination of Department, termination is in the best interest of the State of Texas. <br />Section 16.05 Termination For Cause. Either Party may terminate for material breach of this <br />Contract with at least thirty (30) calendar days written notice to the other Party. Department may <br />terminate this Contract, in whole or in part, for breach of contract or for any other conduct that <br />jeopardizes the Contract objectives, by giving at least thirty (30) calendar days written notice to <br />Contractor. Such conduct may include one or more of the following: <br />a) a court of competent jurisdiction finds that Contractor has failed to adhere to any laws, <br />ordinances, rules, regulations or orders of any public authority having jurisdiction; <br />b) Contractor fails to communicate with Department or fails to allow its employees or those of <br />its subcontractor to communicate with Department as necessary for the performance of this <br />Contract; <br />c) Contractor breaches a standard of confidentiality with respect to the services provided under <br />this Contract; <br />d) Department determines that Contractor is without sufficient personnel or resources to perform <br />under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its <br />requirements under this Contract or exercise adequate control over expenditures or assets; <br />e) Department determines that Contractor, its agent or another representative offered or gave a <br />gratuity (e.g., entertainment or gift) to an official or employee of DSHS or HHSC for the <br />purpose of obtaining a contract or favorable treatment; <br />f) Department determines that this Contract includes financial participation by a person who <br />received compensation from DSHS to participate in developing, drafting or preparing the <br />specifications, requirements or statement(s) of work or Solicitation Document on which this <br />Contract is based in violation of Tex. Gov. Code § 2155.004; <br />g) Contractor appears to be financially unstable. Indicators of financial instability may include <br />one or more of the following: <br />1) Contractor fails to make payments; <br />2) Contractor makes an assignment for the benefit of its creditors; <br />General Provisions (Core Subrecipient 2009) 6/5/08 Page 35 of 38