Servicer’s Standard of Care In performing Serviced Duties hereunder with respect to any Serviced Appointment, the Purchasers shall comply with the terms of the applicable Serviced Corporate Trust Contracts, including the standard of care set forth therein (including the standard that applies in the case of an event of default), and shall perform the Serviced Duties in accordance with the terms of the applicable Serviced Corporate Trust Contracts and this Agreement and in compliance with applicable Law, including, as applicable, Item 1122 of Regulation AB and 12 C.F.R. Part 9, as though the Purchasers were directly responsible for the Serviced Duties under the applicable Serviced Corporate Trust Contracts. Each of the Purchasers covenants and agrees that it shall perform the Serviced Duties in a manner consistent with (and with a standard of care no less than) the Purchasers’ practices in servicing its own corporate trust business (including the Business acquired by the Purchasers), and, with respect to each Serviced Appointment, in accordance with the applicable Serviced Corporate Trust Contract.
General Standard of Care The Custodian shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to the Funds for all loss, damage and expense incurred or suffered by the Funds, resulting from the failure of the Custodian to exercise such reasonable care and diligence or from any other breach by the Custodian of the terms of this Agreement.
Standard of Care In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
Liability; Standard of Care Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser’s duties and obligations under this Agreement.
STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.
Ethical Practices 25.1. The Company, their respective employees, agents and their consultants and each other person acting for, or on behalf of, the Company, has complied with the United Kingdom Bribery Act, 2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company, are not under investigation with respect to and have not been given notice of, any violation of any Improper Payment Laws applicable to the Business of the Company, as presently conducted or as has been conducted.
25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person.
25.3. Neither the Company nor any officer, director, agent or employee purporting to act on behalf of the Company or any other related party has at any time, directly or indirectly:
(i) made, provided or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions in violation of any Applicable Law;
(ii) made any payment to any local, state, federal or any other type of governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Law (including without limitation, the FCPA, as amended);
(iii) made any payment to any agent, employee, officer or director of any entity with which the Company or any other related party does business for the purpose of influencing such agent, employee, officer or director to do business with the Company or any Related Party;
(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and/or any other related party;
(v) violated any provision of the FCPA, as amended;
(vi) violated any provision of the UKBA, as amended;
(vii) violated any provision of PCA, as amended; or
(viii) made any payment in the nature of criminal bribery or any other unlawful payment.
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation.
25.5. Neither the Company, or to the Company’s knowledge, any of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”)
Standard Operating Procedures Standard Operating Procedures shall not contravene the Canada Labour Code, the Canadian Human Rights Code, or the Collective Agreement, and an allegation of such contravention is subject to the grievance procedure.
Coordination of Care (a) The MA Dual SNP is responsible for coordinating the delivery of all benefits covered by both Medicare and Medicaid for Dual Eligible Members and Other Dual SNP Members who are eligible for LTSS including when benefits are delivered via Medicaid fee-for-service, making reasonable efforts to coordinate Medicare Advantage benefits provided by the MA Dual SNP with LTSS provided through Texas Health and Human Services Commission and the STAR+PLUS HMOs. Coordination of Care must include the following for these members:
(1) identify providers of covered Medicaid LTSS in the Texas service areas identified in Attachment A, Proposed MA Product Service Areas;
(2) help access needed Medicaid LTSS, to the extent they are available to the member;
(3) help coordinate the delivery of Medicaid LTSS and Medicare benefits and services; and
(4) provide training to its Network Providers regarding Medicaid LTSS so that they may help members receive needed LTSS that are not covered by Medicare. The MA Dual SNP must inform Network Providers of the Medicare benefits and Medicaid LTSS available to Dual Eligible Members and Other Dual SNP Members.
(b) The MA Dual SNP’s Coordination of Care efforts for LTSS may include protocols for working with STAR+PLUS service coordinators or HHSC caseworkers, as well as protocols for reciprocal referral and communication of data and clinical information regarding Dual Eligible Members with the coordinators and caseworkers.
(c) MA Dual SNPs that are not designated as HIDE-SNPs by CMS must provide timely notification of all admissions to a hospital and SNF to the STAR+PLUS MCO via a secure file transfer. The file shall be organized and populated in accordance with the template provided by HHSC. For the purposes of this section, timely notification is defined as no later than two business days from which the MA Dual SNP becomes aware that a High Risk Dual Eligible Member has been admitted. If the MA Dual SNP delegates responsibility for information sharing to its contracted hospitals and SNFs, the MA Dual SNP will require its contracted hospitals and SNFs meet the same information sharing requirements on admissions as required of the MA Dual SNP by this Agreement. The MA Dual SNP retains ultimate responsibility for compliance with the information sharing requirements in this Agreement.
(d) The MA Dual SNP is responsible for the coordination of both Medicare and Medicaid benefits, regardless of whether a Dual Eligible Member is enrolled with the MA Dual SNP’s companion Health Plan for Medicaid.
(e) The MA Dual SNP must provide HHSC with the name of the contact person at the MA Dual SNP who must be responsible for the coordination of care for dual eligible members. The MA Dual SNP must provide the following information to the HHSC designated point of contact referenced in Section 9.06: the MA Dual SNP coordination of care contact person’s name, telephone number, and e-mail address.
(f) The MA Dual SNP must also establish a contact person with each STAR+PLUS MCO and provide the same information required in (d) to each STAR+PLUS MCO.
Quality Management Grantee will:
1. comply with quality management requirements as directed by the System Agency.
2. develop and implement a Quality Management Plan (QMP) that conforms with 25 TAC § 448.504 and make the QMP available to System Agency upon request. The QMP must be developed no later than the end of the first quarter of the Contract term.
3. update and revise the QMP each biennium or sooner, if necessary. Xxxxxxx’s governing body will review and approve the initial QMP, within the first quarter of the Contract term, and each updated and revised QMP thereafter. The QMP must describe Xxxxxxx’s methods to measure, assess, and improve -
i. Implementation of evidence-based practices, programs and research-based approaches to service delivery;
ii. Client/participant satisfaction with the services provided by Xxxxxxx;
iii. Service capacity and access to services;
iv. Client/participant continuum of care; and
v. Accuracy of data reported to the state.
4. participate in continuous quality improvement (CQI) activities as defined and scheduled by the state including, but not limited to data verification, performing self-reviews; submitting self-review results and supporting documentation for the state’s desk reviews; and participating in the state’s onsite or desk reviews.
5. submit plan of improvement or corrective action plan and supporting documentation as requested by System Agency.
6. participate in and actively pursue CQI activities that support performance and outcomes improvement.
7. respond to consultation recommendations by System Agency, which may include, but are not limited to the following:
i. Staff training;
ii. Self-monitoring activities guided by System Agency, including use of quality management tools to self-identify compliance issues; and
iii. Monitoring of performance reports in the System Agency electronic clinical management system.
Quality Management System Supplier hereby undertakes, warrants and confirms, and will ensue same for its subcontractors, to remain certified in accordance with ISO 9001 standard or equivalent. At any time during the term of this Agreement, the Supplier shall, if so instructed by ISR, provide evidence of such certifications. In any event, Supplier must notify ISR, in writing, in the event said certification is suspended and/or canceled and/or not continued.
