CONDITIONS OF THE PARTIES’ OBLIGATIONS Clause Samples

CONDITIONS OF THE PARTIES’ OBLIGATIONS. A. This Agreement is contingent upon authority granted under the laws of the State of Wisconsin and the United States of America, and any material amendment or repeal of the same affecting relevant funding or authority of DHS shall serve to revise or terminate this Agreement, except as further agreed to by the parties. B. DHS and the Grantee understand and agree that no clause, term, or condition of this Agreement shall be construed to supersede the lawful powers or duties of either party. C. It is understood and agreed that the entire Agreement between the parties is contained herein, except for those matters incorporated herein by reference, and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter thereof.

CONDITIONS OF THE PARTIES’ OBLIGATIONS. 1. It is understood and agreed that in the event the reimbursement to the Agency from state and federal sources is not obtained and continued at a level sufficient to allow for the purchase of the indicated quantity of purchased services, the Agency may in its sole discretion terminate this contract. 2. This agreement may be canceled by either party at any time, with or without cause, upon sixty (60) days’ notice, in writing, delivered by mail or in person to the designated agent of the other party. 3. Before the termination date specified in agreement the Agency may evaluate the performance of the Contractor in regards to terms of this agreement to determine whether such performance merits renewal of this agreement. This paragraph does not create an option for renewal of this contract. 4. Any alterations, variations, modifications, or waivers of provisions of this agreement shall be valid only when they have been reduced to writing, and properly executed by both parties. 5. If the Agency determines that funds are not being administered in accordance with the contract or that services are not being properly provided, the Agency may terminate this contract after notice has been provided to the Contractor’s designated agent according to J.2 above.

CONDITIONS OF THE PARTIES’ OBLIGATIONS. A. This Agreement is contingent upon authorization of Wisconsin and United States law, and any material amendment or repeal of the same affecting relevant funding or authority of DWD must serve to revise or terminate this Agreement, except as further agreed to by the parties hereto. B. DWD and UW-▇▇▇▇▇ understand and agree that no clause, term, or condition of this Agreement shall be construed to supersede the lawful powers or duties of either party. C. It is understood and agreed that the entire Agreement between the parties is contained herein, except for those matters incorporated herein by reference, and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter thereof. D. This Agreement becomes null and void if the time between the earlier dated signature and the later dated signature on this Agreement (or addendum) exceeds sixty (60) days inclusive of all signature dates.

CONDITIONS OF THE PARTIES’ OBLIGATIONS. A. This contract is contingent upon authorization of Wisconsin and United States laws and any material amendment or repeal of the same affecting relevant funding or authority of the State of Wisconsin shall serve to terminate this contract, except as further agreed to by the parties hereto. This contract is not assignable by Provider either in whole or in part, without the prior written consent of Purchaser. B. Provider must be in compliance with the provisions and requirements of Title 2 CFR Part 200 ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/cgi-bin/text-idx?node=2:1.1.2.2.1&rgn=div5#_top. C. Nothing contained in this contract shall be construed to supersede the lawful powers and duties of either party. D. It is understood and agreed that the entire contract between the parties is contained herein, except for those matters incorporated herein by reference, and that this contract supersedes all oral agreements and negotiations between the parties relating to the subject matter thereof. E. It is further understood, that if this contract was awarded pursuant to a Request For Proposal or Preferred Provider Solicitation Package, that the requirements in those solicitations, along with proposal from the Provider, shall be considered a part of this contract. F. Providers of services that are funded through grants, where the Purchaser is the fiscal agent, agree to abide by the Purchaser’s travel policy’s reimbursement rate structure.

CONDITIONS OF THE PARTIES’ OBLIGATIONS a. It is understood and agreed that in the event reimbursement to the Department from State and Federal sources is not obtained and continued at an aggregate level sufficient, in the Department’s opinion, to allow for the purchase of Peer Support Specialists, Recovery Coaches, or Peer Mentor Services, the obligations of each party hereunder shall thereupon be terminated, except that the Department shall pay for all Peer Support Specialists, Recovery Coaches, or Peer Mentor Services rendered prior to receipt by Contractor of a written notice of said termination from The Department to the Contractor. b. This agreement may be canceled by either party at any time, with or without cause, upon 30 days’ notice, in writing, delivered by mail or in person. Misconduct by the Contractor shall be cause for immediate termination of the agreement, again subject to the Contractor being paid for Peer Support Specialists, Recovery Coaches, or Peer Mentor Services rendered prior to receipt by the Contractor of the written notice of termination by the Department to the Contractor. c. Before the termination date specified in this agreement, the Department may evaluate the performance of the Contractor in regard to the terms of this agreement to determine whether such performance merits renewal of this agreement. d. Any alterations, variations, modifications, or waivers of provisions of this agreement shall be valid only when they have been reduced to writing, duly signed, and attached to the original of this agreement. e. No claim for services furnished by the Contractor, not specifically provided for in this agreement, will be allowed by the Department, not shall the Contractor do any work or furnish any material not covered by the agreement. Such approval shall be considered to be a modification of the agreement. f. In the event there is a revision or violation of Federal/State regulations which make this agreement ineligible for Federal/State financial participation, all parties will review the agreement and renegotiate those items necessary to bring the agreement into compliance with Federal/State regulations, including any appropriate change in the amount charged to reflect changes in the scope of the Peer Support Specialists, Recovery Coaches, or Peer Mentor Services provided or additional costs for compliance with changed Federal/State law.

CONDITIONS OF THE PARTIES’ OBLIGATIONS. A. It is understood and agreed that if during the term of this Contract reimbursement to the County, from State and/or Federal sources is not obtained and continued at any aggregate level sufficient to allow for the purchase of the indicated quantity of Purchased Services, then the County may cancel or amend this Contract; provided that any cancellations of this Contract shall be without prejudice to any obligations of liabilities of the parties already accrued prior to such cancellations. B. In the event there is a revision of Federal regulations which might make this contract or any portion thereof ineligible for Federal renegotiate those items necessary to bring the Contract into compliance with the new Federal regulations. Refusal to renegotiate in order to bring this Contract into compliance shall be cause for termination of this Contract as of the date when this Contract is ineligible for Federal financial participation. C. When required, the Contractor will assist the County with proper documentation for completing forms and reports in compliance with the regulations of all State and Federal agencies, including but not limited to the Minnesota State Department of Human Services, Social Security Administration, National Institute on Mental Health, and any regulatory agency acting under agencies of the United States Department of Health and Human Services and other public sources of financial assistance. D. The Contractor will comply with all the provision of: 1. The Maltreatment of Minors Reporting Act, Minnesota Statutes 1990, Section 626.556, and Minnesota Rules, Chapter 9560, Parts 0250-0300, as promulgated by the Minnesota Department of Human Services implementing such Act not in force of hereafter adopted. 2. The Vulnerable Adults Reporting Act, Minnesota Statutes 1988, Section 626.557, and all rules promulgated by the Minnesota Department of Human Services implementing such Act not in force or hereafter adopted.

CONDITIONS OF THE PARTIES’ OBLIGATIONS a. Before the termination date specified in the first paragraph of this Agreement, Morrison County may evaluate the contract performance of the Provider and determine whether such performance merits renewal of this Agreement. b. The County will only reimburse for services specified in this Agreement. Amendments to the contract must be signed by both parties and prepared according to Section 22 of this Agreement. c. No claim for services furnished by the Provider not specifically provided in the agreement will be allowed by the County, nor must the Provider do any work or furnish any material not covered by the agreement, unless this is approved in writing by the County. Such approval must be considered a modification of the agreement. d. If there is a revision of Federal regulations which might make this Agreement ineligible for Federal financial participation, all parties will review this Agreement and renegotiate those items necessary to bring the Agreement into compliance with the new Federal regulations. e. If there should be any change in mode of delivery of service, type of client being served or change in policy regarding services being purchased, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Regional Contract Specialist, Sourcewell, ▇▇▇ ▇▇▇▇ ▇▇. ▇., P.O. Box 219, Staples, MN must be notified, in writing, prior to action taking place. f. In accordance with Minnesota Statutes, Section 245.466, subdivision 3 (1), the Commissioner of the Minnesota Department of Human Services is a third party beneficiary to this contract. The Provider specifically acknowledges and agrees that the MN Department of Human Services has standing to and may take any appropriate administrative action or may sue the Provider for any appropriate relief in law or equity, including, but not limited to, rescission, damages, or specific performance, of all or any part of the agreement between the County and the Provider. The Provider specifically acknowledges that the County and the MN Department of Human Services are entitled to and may recover from the Provider reasonable attorney’s fees and costs and disbursements associated with any action taken under this section that is successfully maintained. This provision shall not be construed to limit the rights of any party to the agreement or any other third- party beneficiary, nor shall it be construed as a waiver of immunity under the Eleventh Amendment to the United States Constitution or any other waiver of immunity.

CONDITIONS OF THE PARTIES’ OBLIGATIONS. This Agreement is contingent upon approval by Sauk County Health Department Health Officer and any other competent authority in accordance with Wisconsin and United States laws and any material amendment or repeal of the same affecting relevant funding or authority of the Department of Health and Social Services shall serve to terminate this Agreement, except as further agreed to by the parties hereto.

CONDITIONS OF THE PARTIES’ OBLIGATIONS. 1. It is understood and agreed that in the event of reimbursement to the Agency from State and Federal sources is not obtained and continued at a level sufficient to allow for the purchase of the indicated quality of Purchased Services, the Agency may in its sole discretion terminate this Contract. 2. This agreement may be cancelled by either party at any time, with or without cause, upon thirty (30) day notice, in writing, delivered by mail or in person to the designated agent of the other party. 3. Before the termination date specified in Section 1 of this agreement the Agency may evaluate the performance of the Contractor in regard to terms of this agreement to determine whether such performance merits renewal of this agreement. This paragraph does not create an option for renewal of this Contract.