Common use of TERMINATION AND MODIFICATION OF CONTRACT Clause in Contracts

TERMINATION AND MODIFICATION OF CONTRACT. A. MUTUAL CONSENT This Contract may be terminated at any time by mutual written agreement of both the County and the Department. B. UNILATERAL TERMINATION This Contract between the parties may be terminated by either party as follows: 1. Either party may terminate this Contract at any time, due to modifications mandated by changes in federal or state laws, rules or regulations that materially affect either party’s rights or responsibilities under this Contract. At least 90 days prior to the proposed date of termination, the party initiating the termination must notify the other party of its intent to terminate this Contract. Termination by the Department under these circumstances will impose an obligation upon the Department to pay the Contractor’s reasonable and necessarily incurred termination expenses. 2. Either party may terminate this Contract at any time if it determines that the other party has substantially failed to perform any of its functions or duties under this Contract. The party exercising this option must notify the other party in writing of this intent to terminate this Contract and give the other party 30 days to correct the identified violation, breach or non- performance of Contract. If such violation, breach or non-performance of Contract is not satisfactorily addressed within this time period, the exercising party may terminate this Contract. The termination date will always be the last day of a month. The Contract may be terminated by the Department sooner than the time period specified in this paragraph if the Department finds that member health or welfare is jeopardized by continued enrollment in the County program. A “substantial failure to perform” for purposes of this paragraph includes any violation of any requirement of this Contract that is repeated or ongoing, that goes to the essentials or purpose of the Contract, or that injures, jeopardizes or threatens the health, safety, welfare, rights or other interests of members. 3. Either party may terminate this Contract if federal or state funding of contractual services rendered by the Contractor become or will become permanently unavailable. In the event it becomes evident state or federal funding of claims payments or contractual services rendered by the Contractor will be temporarily suspended or unavailable, the Department will immediately notify the Contractor, in writing, identifying the basis for the anticipated unavailability or suspension of funding. Upon such notice, the Department or the Contractor may suspend performance of any or all of the Contractor’s obligations under this Contract if the suspension or unavailability of funding will preclude reimbursement for performance of those obligations. The Department or Contractor will attempt to give notice of suspension of performance of any or all of the Contractor’s obligations by 60 calendar days prior to said suspension, if this is possible; otherwise, such notice of suspension should be made as soon as possible. In the event funding temporarily suspended or unavailable is reinstated, the Contractor may remove suspension hereunder by written notice to the Department, to be made within 30 calendar days from the date the funds are reinstated. In the event the Contractor elects not to reinstate services, the Contractor will give the Department written notice of its reasons for such decision, to be made within 30 calendar days from the date the funds are reinstated. The Contractor will make such decision in good faith and will provide to the Department documentation supporting its decision. In the event of termination under this Section, this Contract will terminate without termination costs to either party. C. OBLIGATIONS OF CONTRACTING PARTIES UPON TERMINATION---- When termination of the Contract occurs, the following obligations shall be met by the parties: 1. Where this Contract is terminated unilaterally by the Department, due to non-performance by the County or by mutual consent with termination initiated by the County: a. The Department shall be responsible for notifying all members of the date of termination and process by which the members will continue to receive Contract services. b. The County shall be responsible for all expenses related to said notification. c. The Department shall grant the County a hearing before termination by the Department occurs. The Department shall notify the members of the hearing and allow them to disenroll from the County managed care program without cause. 2. Where this Contract is terminated on any basis not given in 1 above including non-renewal of the contract for a give contract period: a. The Department shall be responsible for notifying all members of the date of termination and process by which the members will continue to receive Contract services. b. The Department shall be responsible for all expenses relating to said notification. 3. Where this Contract is terminated for any reason the following payment criteria will apply: a. Any payments advanced to the County for coverage of members for periods after the date of termination shall be returned to the Department within within 90 days of Contract termination. b. The County shall supply all information necessary for the reimbursement of any outstanding Medicaid claims within the period of time specified by the Department. c. If a Contract is terminated, recoupments will be handled through a payment by the County within 90 days of Contract termination. D. MODIFICATION This Contract may be modified at any time by written mutual consent of the County and the Department or when modifications are mandated by changes in federal or state laws, rules or regulations. If changes in state or federal laws, rules or regulations require the Department to modify its contract with the County, the County will receive written notice. If the Department exercises its right to renew this Contract, as allowed by Article XIX, the Department will recalculate the capitation rate for succeeding calendar years. The County will have 30 days to accept the new capitation rate in writing or to initiate termination of the Contract. If the Department changes the reporting requirements during the contract period, the County will have 180 days to comply with such changes or to initiate termination of the Contract

TERMINATION AND MODIFICATION OF CONTRACT. A. MUTUAL CONSENT Mutual Consent This Contract may be terminated at any time by mutual written agreement of both the County HMO and the Department. B. UNILATERAL TERMINATION Unilateral Termination This Contract between the parties may be terminated by either party only as follows: 1. Either party This Contract may terminate this Contract be terminated at any time, by either party, due to modifications mandated by changes in federal Federal or state State laws, rules or regulations regulations, that materially affect either party’s 's rights or responsibilities under this Contract. At In such case, the party initiating such termination procedures must notify the other party, at least 90 days prior to the proposed date of termination, the party initiating the termination must notify the other party of its intent to terminate this Contract. Termination by the Department under these circumstances will shall impose an obligation upon the Department to pay the Contractor’s 's reasonable and necessarily incurred termination expenses. 2. Either This Contract may be terminated by either party may terminate this Contract at any time if it determines that the other party has substantially failed to perform any of its functions or duties under this Contract. The In such event, the party exercising this option must notify the other party party, in writing writing, of this intent to terminate this HMO Contract for January 1, 2002 - December 31, 2003 Contract and give the other party 30 days to correct the identified violation, breach or non- non-performance of Contract. If such violation, breach or non-performance of Contract is not satisfactorily addressed within this time period, the exercising party may terminate this Contract. The termination date will shall always be the last day of a month. The Contract may be terminated by the Department sooner than the time period specified in this paragraph if the Department finds that member enrollee health or welfare is jeopardized by continued enrollment in the County programHMO. A “"substantial failure to perform” " for purposes of this paragraph includes any violation of any requirement of this Contract that is repeated or ongoing, that goes to the essentials or purpose of the Contract, or that injures, jeopardizes or threatens the health, safety, welfare, rights or other interests of membersenrollees. 3. Either party may terminate this Contract if federal By either party, in the event Federal or state State funding of contractual services rendered by the Contractor become or will become permanently unavailable. In the event it becomes evident state State or federal Federal funding of claims payments or contractual services rendered by the Contractor will be temporarily suspended or unavailable, the Department will shall immediately notify the Contractor, in writing, identifying the basis for the anticipated unavailability or suspension of funding. Upon such notice, the Department or the Contractor may suspend performance of any or all of the Contractor’s 's obligations under this Contract if the suspension or unavailability of funding will preclude reimbursement for performance of those obligations. The Department or Contractor will shall attempt to give notice of suspension of performance of any or all of the Contractor’s 's obligations by 60 calendar days prior to said suspension, if this is possible; otherwise, such notice of suspension should be made as soon as possible. In the event funding temporarily suspended or unavailable is reinstated, the Contractor may remove suspension hereunder by written notice to the Department, to be made within 30 calendar days from the date the funds are reinstated. In the event the Contractor elects not to reinstate services, the Contractor will shall give the Department written notice of its reasons for such decision, to be made within 30 calendar days from the date the funds are reinstated. The Contractor will shall make such decision in good faith and will provide to the Department documentation supporting its decision. In the event of termination under this Section, this Contract will shall terminate without termination costs to either party. C. OBLIGATIONS OF CONTRACTING PARTIES UPON TERMINATION---- When termination of the Contract occurs, the following obligations shall be met by the parties: 1. Where this Contract is terminated unilaterally by the Department, due to non-performance by the County or by mutual consent with termination initiated by the County: a. The Department shall be responsible for notifying all members of the date of termination and process by which the members will continue to receive Contract services. b. The County shall be responsible for all expenses related to said notification. c. The Department shall grant the County a hearing before termination by the Department occurs. The Department shall notify the members of the hearing and allow them to disenroll from the County managed care program without cause. 2. Where this Contract is terminated on any basis not given in 1 above including non-renewal of the contract for a give contract period: a. The Department shall be responsible for notifying all members of the date of termination and process by which the members will continue to receive Contract services. b. The Department shall be responsible for all expenses relating to said notification. 3. Where this Contract is terminated for any reason the following payment criteria will apply: a. Any payments advanced to the County for coverage of members for periods after the date of termination shall be returned to the Department within within 90 days of Contract termination. b. The County shall supply all information necessary for the reimbursement of any outstanding Medicaid claims within the period of time specified by the Department. c. If a Contract is terminated, recoupments will be handled through a payment by the County within 90 days of Contract termination. D. MODIFICATION This Contract may be modified at any time by written mutual consent of the County and the Department or when modifications are mandated by changes in federal or state laws, rules or regulations. If changes in state or federal laws, rules or regulations require the Department to modify its contract with the County, the County will receive written notice. If the Department exercises its right to renew this Contract, as allowed by Article XIX, the Department will recalculate the capitation rate for succeeding calendar years. The County will have 30 days to accept the new capitation rate in writing or to initiate termination of the Contract. If the Department changes the reporting requirements during the contract period, the County will have 180 days to comply with such changes or to initiate termination of the Contract

TERMINATION AND MODIFICATION OF CONTRACT. A. MUTUAL CONSENT This Contract may be terminated at any time by mutual written agreement of both the County and the Department. B. UNILATERAL TERMINATION This Contract between the parties may be terminated by either party as follows: 1. Either party may terminate this Contract at any time, due to modifications mandated by changes in federal or state laws, rules or regulations that materially affect either party’s rights or responsibilities under this Contract. At least 90 days prior to the proposed date of termination, the party initiating the termination must notify the other party of its intent to terminate this Contract. Termination by the Department under these circumstances will impose an obligation upon the Department to pay the Contractor’s reasonable and necessarily incurred termination expenses. 2. Either party may terminate this Contract at any time if it determines that the other party has substantially failed to perform any of its functions or duties under this Contract. The party exercising this option must notify the other party in writing of this intent to terminate this Contract and give the other party 30 days to correct the identified violation, breach or non- performance of Contract. If such violation, breach or non-performance of Contract is not satisfactorily addressed within this time period, the exercising party may terminate this Contract. The termination date will always be the last day of a month. The Contract may be terminated by the Department sooner than the time period specified in this paragraph if the Department finds that member health or welfare is jeopardized by continued enrollment in the County program. A “substantial failure to perform” for purposes of this paragraph includes any violation of any requirement of this Contract that is repeated or ongoing, that goes to the essentials or purpose of the Contract, or that injures, jeopardizes or threatens the health, safety, welfare, rights or other interests of members. 3. Either party may terminate this Contract if federal or state funding of contractual services rendered by the Contractor become or will become permanently unavailable. In the event it becomes evident state or federal funding of claims payments or contractual services rendered by the Contractor will be temporarily suspended or unavailable, the Department will immediately notify the Contractor, in writing, identifying the basis for the anticipated unavailability or suspension of funding. Upon such notice, the Department or the Contractor may suspend performance of any or all of the Contractor’s obligations under this Contract if the suspension or unavailability of funding will preclude reimbursement for performance of those obligations. The Department or Contractor will attempt to give notice of suspension of performance of any or all of the Contractor’s obligations by 60 calendar days prior to said suspension, if this is possible; otherwise, such notice of suspension should be made as soon as possible. In the event funding temporarily suspended or unavailable is reinstated, the Contractor may remove suspension hereunder by written notice to the Department, to be made within 30 calendar days from the date the funds are reinstated. In the event the Contractor elects not to reinstate services, the Contractor will give the Department written notice of its reasons for such decision, to be made within 30 calendar days from the date the funds are reinstated. The Contractor will make such decision in good faith and will provide to the Department documentation supporting its decision. In the event of termination under this Section, this Contract will terminate without termination costs to either party. C. OBLIGATIONS OF CONTRACTING PARTIES UPON TERMINATION---- When termination of the Contract occurs, the following obligations shall be met by the parties: 1. Where this Contract is terminated unilaterally by the Department, due to non-performance by the County or by mutual consent with termination initiated by the County: a. The Department shall be responsible for notifying all members of the date of termination and the process by which the members will continue to receive Contract services. b. The County shall be responsible for all expenses related to said notification. c. The Department shall grant the County a hearing before termination by the Department occurs. The Department shall notify the members of the hearing and allow them to disenroll from the County managed care program without cause. 2. Where this Contract is terminated on any basis not given in 1 above including non-renewal of the contract for a give contract period: a. The Department shall be responsible for notifying all members of the date of termination and process by which the members will continue to receive Contract services. b. The Department shall be responsible for all expenses relating to said notification. 3. Where this Contract is terminated for any reason the following payment criteria will apply: a. Any payments advanced to the County for coverage of members for periods after the date of termination shall be returned to the Department within within 90 days of Contract termination. b. The County shall supply all information necessary for the reimbursement of any outstanding Medicaid claims within the period of time specified by the Department. c. If a Contract is terminated, recoupments will be handled through a payment by the County within 90 days of Contract termination. D. MODIFICATION This Contract may be modified at any time by written mutual consent of the County and the Department or when modifications are mandated by changes in federal or state laws, rules or regulations. If changes in state or federal laws, rules or regulations require the Department to modify its contract with the County, the County will receive written notice. If the Department exercises its right to renew this Contract, as allowed by Article XIX, the Department will recalculate the capitation rate for succeeding calendar years. The County will have 30 days to accept the new capitation rate in writing or to initiate termination of the Contract. If the Department changes the reporting requirements during the contract period, the County will have 180 days to comply with such changes or to initiate termination of the Contract.

TERMINATION AND MODIFICATION OF CONTRACT. ‌ A. MUTUAL CONSENT CONSENT‌ This Contract may be terminated at any time by mutual written agreement of both the County and the Department. B. UNILATERAL TERMINATION TERMINATION‌ This Contract between the parties may be terminated by either party as follows: 1. Either party may terminate this Contract at any time, due to modifications mandated by changes in federal or state laws, rules or regulations that materially affect either party’s rights or responsibilities under this Contract. At least 90 days prior to the proposed date of termination, the party initiating the termination must notify the other party of its intent to terminate this Contract. Termination by the Department under these circumstances will impose an obligation upon the Department to pay the Contractor’s reasonable and necessarily incurred termination expenses. 2. Either party may terminate this Contract at any time if it determines that the other party has substantially failed to perform any of its functions or duties under this Contract. The party exercising this option must notify the other party in writing of this intent to terminate this Contract and give the other party 30 days to correct the identified violation, breach or non- non-performance of Contract. If such violation, breach or non-performance of Contract is not satisfactorily addressed within this time period, the exercising party may terminate this Contract. The termination date will always be the last day of a month. The Contract may be terminated by the Department sooner than the time period specified in this paragraph if the Department finds that member health or welfare is jeopardized by continued enrollment in the County program. A “substantial failure to perform” for purposes of this paragraph includes any violation of any requirement of this Contract that is repeated or ongoing, that goes to the essentials or purpose of the Contract, or that injures, jeopardizes or threatens the health, safety, welfare, rights or other interests of members. 3. Either party may terminate this Contract if federal or state funding of contractual services rendered by the Contractor become or will become permanently unavailable. In the event it becomes evident state or federal funding of claims payments or contractual services rendered by the Contractor will be temporarily suspended or unavailable, the Department will immediately notify the Contractor, in writing, identifying the basis for the anticipated unavailability or suspension of funding. Upon such notice, the Department or the Contractor may suspend performance of any or all of the Contractor’s obligations under this Contract if the suspension or unavailability of funding will preclude reimbursement for performance of those obligations. The Department or Contractor will attempt to give notice of suspension of performance of any or all of the Contractor’s obligations by 60 calendar days prior to said suspension, if this is possible; otherwise, such notice of suspension should be made as soon as possible. In the event funding temporarily suspended or unavailable is reinstated, the Contractor may remove suspension hereunder by written notice to the Department, to be made within 30 calendar days from the date the funds are reinstated. In the event the Contractor elects not to reinstate services, the Contractor will give the Department written notice of its reasons for such decision, to be made within 30 calendar days from the date the funds are reinstated. The Contractor will make such decision in good faith and will provide to the Department documentation supporting its decision. In the event of termination under this Section, this Contract will terminate without termination costs to either party. C. OBLIGATIONS OF CONTRACTING PARTIES UPON TERMINATION---- TERMINATION‌ When termination of the Contract occurs, the following obligations shall be met by the parties: 1. Where this Contract is terminated unilaterally by the Department, due to non-performance by the County or by mutual consent with termination initiated by the County: a. The Department shall be responsible for notifying all members of the date of termination and process by which the members will continue to receive Contract services. b. The County shall be responsible for all expenses related to said notification. c. The Department shall grant the County a hearing before termination by the Department occurs. The Department shall notify the members of the hearing and allow them to disenroll from the County managed care program without cause. 2. Where this Contract is terminated on any basis not given in 1 above including non-renewal of the contract for a give given contract period: a. The Department shall be responsible for notifying all members of the date of termination and process by which the members will continue to receive Contract services. b. The Department shall be responsible for all expenses relating to said notification. 3. Where this Contract is terminated for any reason the following payment criteria will apply: a. Any payments advanced to the County for coverage of members for periods after the date of termination shall be returned to the Department within within 90 days of Contract termination. b. The County shall supply all information necessary for the reimbursement of any outstanding Medicaid BadgerCare Plus claims within the period of time specified by the Department. c. If a Contract is terminated, recoupments will be handled through a payment by the County within 90 days of Contract termination. D. MODIFICATION This Contract may be modified at any time by written mutual consent of the County and the Department or when modifications are mandated by changes in federal or state laws, rules or regulations. If changes in state or federal laws, rules or regulations require the Department to modify its contract with the County, the County will receive written notice. If the Department exercises its right to renew this Contract, as allowed by Article XIX, the Department will recalculate the capitation rate for succeeding calendar years. The County will have 30 days to accept the new capitation rate in writing or to initiate termination of the Contract. If the Department changes the reporting requirements during the contract period, the County will have 180 days to comply with such changes or to initiate termination of the Contract

TERMINATION AND MODIFICATION OF CONTRACT. A. MUTUAL CONSENT This Contract may be terminated at any time by mutual written agreement of both the County and the Department. B. UNILATERAL TERMINATION This Contract between the parties may be terminated by either party as follows: 1. Either party may terminate this Contract at any time, due to modifications mandated by changes in federal or state laws, rules or regulations that materially affect either party’s rights or responsibilities under this Contract. At least 90 days prior to the proposed date of termination, the party initiating the termination must notify the other party of its intent to terminate this Contract. Termination by the Department under these circumstances will impose an obligation upon the Department to pay the Contractor’s reasonable and necessarily incurred termination expenses. 2. Either party may terminate this Contract at any time if it determines that the other party has substantially failed to perform any of its functions or duties under this Contract. The party exercising this option must notify the other party in writing of this intent to terminate this Contract and give the other party 30 days to correct the identified violation, breach or non- performance of Contract. If such violation, breach or non-performance of Contract is not satisfactorily addressed within this time period, the exercising party may terminate this Contract. The termination date will always be the last day of a month. The Contract may be terminated by the Department sooner than the time period specified in this paragraph if the Department finds that member enrollee health or welfare is jeopardized by continued enrollment in the County program. A “substantial failure to perform” for purposes of this paragraph includes any violation of any requirement of this Contract that is repeated or ongoing, that goes to the essentials or purpose of the Contract, or that injures, jeopardizes or threatens the health, safety, welfare, rights or other interests of membersenrollees. 3. Either party may terminate this Contract if federal or state funding of contractual services rendered by the Contractor become or will become permanently unavailable. In the event it becomes evident state or federal funding of claims payments or contractual services rendered by the Contractor will be temporarily suspended or unavailable, the Department will immediately notify the Contractor, in writing, identifying the basis for the anticipated unavailability or suspension of funding. Upon such notice, the Department or the Contractor may suspend performance of any or all of the Contractor’s obligations under this Contract if the suspension or unavailability of funding will preclude reimbursement for performance of those obligations. The Department or Contractor will attempt to give notice of suspension of performance of any or all of the Contractor’s obligations by 60 calendar days prior to said suspension, if this is possible; otherwise, such notice of suspension should be made as soon as possible. In the event funding temporarily suspended or unavailable is reinstated, the Contractor may remove suspension hereunder by written notice to the Department, to be made within 30 calendar days from the date the funds are reinstated. In the event the Contractor elects not to reinstate services, the Contractor will give the Department written notice of its reasons for such decision, to be made within 30 calendar days from the date the funds are reinstated. The Contractor will make such decision in good faith and will provide to the Department documentation supporting its decision. In the event of termination under this Section, this Contract will terminate without termination costs to either party. C. OBLIGATIONS OF CONTRACTING PARTIES UPON TERMINATION---- When termination of the Contract occurs, the following obligations shall be met by the parties: 1. Where this Contract is terminated unilaterally by the Department, due to non-performance by the County or by mutual consent with termination initiated by the County: a. The Department shall be responsible for notifying all members enrollees of the date of termination and process by which the members enrollees will continue to receive Contract services. b. The County shall be responsible for all expenses related to said notification. c. The Department shall grant the County a hearing before termination by the Department occurs. The Department shall notify the members enrollees of the hearing and allow them to disenroll from the County managed care program without cause. 2. Where this Contract is terminated on any basis not given in 1 above including non-renewal of the contract for a give contract period: a. The Department shall be responsible for notifying all members enrollees of the date of termination and process by which the members enrollees will continue to receive Contract services. b. The Department shall be responsible for all expenses relating to said notification. 3. Where this Contract is terminated for any reason the following payment criteria will apply: a. Any payments advanced to the County for coverage of members enrollees for periods after the date of termination shall be returned to the Department within within 90 days of Contract termination. b. The County shall supply all information necessary for the reimbursement of any outstanding Medicaid claims within the period of time specified by the Department. c. If a Contract is terminated, recoupments will be handled through a payment by the County within 90 days of Contract termination. D. MODIFICATION This Contract may be modified at any time by written mutual consent of the County and the Department or when modifications are mandated by changes in federal or state laws, rules or regulations. If changes in state or federal laws, rules or regulations require the Department to modify its contract with the County, the County will receive written notice. If the Department exercises its right to renew this Contract, as allowed by Article XIX, the Department will recalculate the capitation rate for succeeding calendar years. The County will have 30 days to accept the new capitation rate in writing or to initiate termination of the Contract. If the Department changes the reporting requirements during the contract period, the County will have 180 days to comply with such changes or to initiate termination of the Contract

TERMINATION AND MODIFICATION OF CONTRACT. A. MUTUAL CONSENT This Contract may be terminated at any time by mutual written agreement of both the County and the Department. B. UNILATERAL TERMINATION This Contract between the parties may be terminated by either party as follows: 1. Either party may terminate this Contract at any time, due to modifications mandated by changes in federal or state laws, rules or regulations that materially affect either party’s rights or responsibilities under this Contract. At least 90 days prior to the proposed date of termination, the party initiating the termination must notify the other party of its intent to terminate this Contract. Termination by the Department under these circumstances will impose an obligation upon the Department to pay the Contractor’s reasonable and necessarily incurred termination expenses. 2. Either party may terminate this Contract at any time if it determines that the other party has substantially failed to perform any of its functions or duties under this Contract. The party exercising this option must notify the other party in writing of this intent to terminate this Contract and give the other party 30 days to correct the identified violation, breach or non- performance of Contract. If such violation, breach or non-performance of Contract is not satisfactorily addressed within this time period, the exercising party may terminate this Contract. The termination date will always be the last day of a month. The Contract may be terminated by the Department sooner than the time period specified in this paragraph if the Department finds that member enrollee health or welfare is jeopardized by continued enrollment in the County program. A “substantial failure to perform” for purposes of this paragraph includes any violation of any requirement of this Contract that is repeated or ongoing, that goes to the essentials or purpose of the Contract, or that injures, jeopardizes or threatens the health, safety, welfare, rights or other interests of membersenrollees. 3. Either party may terminate this Contract if federal or state funding of contractual services rendered by the Contractor become or will become permanently unavailable. In the event it becomes evident state or federal funding of claims payments or contractual services rendered by the Contractor will be temporarily suspended or unavailable, the Department will immediately notify the Contractor, in writing, identifying the basis for the anticipated unavailability or suspension of funding. Upon such notice, the Department or the Contractor may suspend performance of any or all of the Contractor’s obligations under this Contract if the suspension or unavailability of funding will preclude reimbursement for performance of those obligations. The Department or Contractor will attempt to give notice of suspension of performance of any or all of the Contractor’s obligations by 60 calendar days prior to said suspension, if this is possible; otherwise, such notice of suspension should be made as soon as possible. In the event funding temporarily suspended or unavailable is reinstated, the Contractor may remove suspension hereunder by written notice to the Department, to be made within 30 calendar days from the date the funds are reinstated. In the event the Contractor elects not to reinstate services, the Contractor will give the Department written notice of its reasons for such decision, to be made within 30 calendar days from the date the funds are reinstated. The Contractor will make such decision in good faith and will provide to the Department documentation supporting its decision. In the event of termination under this Section, this Contract will terminate without termination costs to either party. C. OBLIGATIONS OF CONTRACTING PARTIES UPON TERMINATION---- When termination of the Contract occurs, the following obligations shall be met by the parties: 1. Where this Contract is terminated unilaterally by the Department, due to non-performance by the County or by mutual consent with termination initiated by the County: a. The Department shall be responsible for notifying all members enrollees of the date of termination and the process by which the members enrollees will continue to receive Contract services. b. The County shall be responsible for all expenses related to said notification. c. The Department shall grant the County a hearing before termination by the Department occurs. The Department shall notify the members enrollees of the hearing and allow them to disenroll from the County managed care program without cause. 2. Where this Contract is terminated on any basis not given in 1 above including non-renewal of the contract for a give contract period: a. The Department shall be responsible for notifying all members enrollees of the date of termination and process by which the members enrollees will continue to receive Contract services. b. The Department shall be responsible for all expenses relating to said notification. 3. Where this Contract is terminated for any reason the following payment criteria will apply: a. Any payments advanced to the County for coverage of members enrollees for periods after the date of termination shall be returned to the Department within within 90 days of Contract termination. b. The County shall supply all information necessary for the reimbursement of any outstanding Medicaid claims within the period of time specified by the Department. c. If a Contract is terminated, recoupments will be handled through a payment by the County within 90 days of Contract termination. D. MODIFICATION This Contract may be modified at any time by written mutual consent of the County and the Department or when modifications are mandated by changes in federal or state laws, rules or regulations. If changes in state or federal laws, rules or regulations require the Department to modify its contract with the County, the County will receive written notice. If the Department exercises its right to renew this Contract, as allowed by Article XIX, the Department will recalculate the capitation rate for succeeding calendar years. The County will have 30 days to accept the new capitation rate in writing or to initiate termination of the Contract. If the Department changes the reporting requirements during the contract period, the County will have 180 days to comply with such changes or to initiate termination of the Contract.

TERMINATION AND MODIFICATION OF CONTRACT. ‌ A. MUTUAL CONSENT CONSENT‌ This Contract may be terminated at any time by mutual written agreement of both the County and the Department. B. UNILATERAL TERMINATION TERMINATION‌ This Contract between the parties may be terminated by either party as follows: 1. Either party may terminate this Contract at any time, due to modifications mandated by changes in federal or state laws, rules or regulations that materially affect either party’s rights or responsibilities under this Contract. At least 90 days prior to the proposed date of termination, the party initiating the termination must notify the other party of its intent to terminate this Contract. Termination by the Department under these circumstances will impose an obligation upon the Department to pay the Contractor’s reasonable and necessarily incurred termination expenses. 2. Either party may terminate this Contract at any time if it determines that the other party has substantially failed to perform any of its functions or duties under this Contract. The party exercising this option must notify the other party in writing of this intent to terminate this Contract and give the other party 30 days to correct the identified violation, breach or non- non-performance of Contract. If such violation, breach or non-performance of Contract is not satisfactorily addressed within this time period, the exercising party may terminate this Contract. The termination date will always be the last day of a month. The Contract may be terminated by the Department sooner than the time period specified in this paragraph if the Department finds that member health or welfare is jeopardized by continued enrollment in the County program. A “substantial failure to perform” for purposes of this paragraph includes any violation of any requirement of this Contract that is repeated or ongoing, that goes to the essentials or purpose of the Contract, or that injures, jeopardizes or threatens the health, safety, welfare, rights or other interests of members. 3. Either party may terminate this Contract if federal or state funding of contractual services rendered by the Contractor become or will become permanently unavailable. In the event it becomes evident state or federal funding of claims payments or contractual services rendered by the Contractor will be temporarily suspended or unavailable, the Department will immediately notify the Contractor, in writing, identifying the basis for the anticipated unavailability or suspension of funding. Upon such notice, the Department or the Contractor may suspend performance of any or all of the Contractor’s obligations under this Contract if the suspension or unavailability of funding will preclude reimbursement for performance of those obligations. The Department or Contractor will attempt to give notice of suspension of performance of any or all of the Contractor’s obligations by 60 calendar days prior to said suspension, if this is possible; otherwise, such notice of suspension should be made as soon as possible. In the event funding temporarily suspended or unavailable is reinstated, the Contractor may remove suspension hereunder by written notice to the Department, to be made within 30 calendar days from the date the funds are reinstated. In the event the Contractor elects not to reinstate services, the Contractor will give the Department written notice of its reasons for such decision, to be made within 30 calendar days from the date the funds are reinstated. The Contractor will make such decision in good faith and will provide to the Department documentation supporting its decision. In the event of termination under this Section, this Contract will terminate without termination costs to either party. C. OBLIGATIONS OF CONTRACTING PARTIES UPON TERMINATION---- TERMINATION‌ When termination of the Contract occurs, the following obligations shall be met by the parties: 1. Where this Contract is terminated unilaterally by the Department, due to non-performance by the County or by mutual consent with termination initiated by the County: a. The Department shall be responsible for notifying all members of the date of termination and process by which the members will continue to receive Contract services. b. The County shall be responsible for all expenses related to said notification. c. The Department shall grant the County a hearing before termination by the Department occurs. The Department shall notify the members of the hearing and allow them to disenroll from the County managed care program without cause. 2. Where this Contract is terminated on any basis not given in 1 above including non-renewal of the contract for a give given contract period: a. The Department shall be responsible for notifying all members of the date of termination and process by which the members will continue to receive Contract services. b. The Department shall be responsible for all expenses relating to said notification. 3. Where this Contract is terminated for any reason the following payment criteria will apply: a. Any payments advanced to the County for coverage of members for periods after the date of termination shall be returned to the Department within within 90 days of Contract termination. b. The County shall supply all information necessary for the reimbursement of any outstanding Medicaid claims within the period of time specified by the Department. c. If a Contract is terminated, recoupments will be handled through a payment by the County within 90 days of Contract termination. D. MODIFICATION This Contract may be modified at any time by written mutual consent of the County and the Department or when modifications are mandated by changes in federal or state laws, rules or regulations. If changes in state or federal laws, rules or regulations require the Department to modify its contract with the County, the County will receive written notice. If the Department exercises its right to renew this Contract, as allowed by Article XIX, the Department will recalculate the capitation rate for succeeding calendar years. The County will have 30 days to accept the new capitation rate in writing or to initiate termination of the Contract. If the Department changes the reporting requirements during the contract period, the County will have 180 days to comply with such changes or to initiate termination of the Contract