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H. CONTRACTOR COMPLIANCE It is the contractor's responsibility to perform and meet the requirements of the contract. The RTO will provide technical direction within the scope of the contract and conduct performance monitoring to ensure that the contractor is performing in accordance with the contract. 1. Performance Deficiencies If performance or services do not meet the contract requirements, the RTO will identify the deficiencies and advise the contractor in writing. The contractor will prepare and submit to the RTO a corrective action plan, which will describe any immediate actions taken, any actions planned to address the deficiencies and the time frame(s) for completion of corrective actions. The RTO will review the plan and notify the contractor of approval or disapproval. If the contractor does not successfully correct the deficiencies in the approved time frame, DHS may withhold payments until contractor is in compliance with the contract. 2. Contract Suspension DHS reserves the right to suspend the contract in whole or in part if it appears that the contractor is failing to substantially comply with the quality of services required under the contract, and/or to require further proof of reimbursable expenses prior to payment, and/or to require improvement in the programmatic performance or service delivery. 3. Contract Termination A contract may be terminated for cause, in whole or in part, at any time that DHS concludes that the contractor fails to perform, make progress, or in any way breached the contract. Prior to terminating a contract for default, a delinquency notice will be sent to the contractor with proof of delivery requested. a. Cure Notice. When it has been determined that a termination for default is warranted, the Contract Specialist will notify the contractor in writing and allow ten (10) days, to correct or cure the deficiency or violation. This notice is commonly known as a "Cure Notice." b. Notice of Termination. If the contractor fails to cure the situation or provide a satisfactory explanation as requested, the contract may be terminated. The Notice of Termination will contain the following: 1) The contract number and date of contract; 2) The effective date of the termination; 3) Reference to the clause under which the contract is being terminated; and 4) A concise statement of the facts justifying the termination.

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The contract may be terminated without any opportunity to cure, if any of the following events occurs: a. Contractor becomes insolvent or liquidation or dissolution or a sale of the contractor's assets begins. b. Contractor or any subcontractor violates or fails to comply with any applicable provision of federal or state law or regulation. c. Contractor or subcontractor knowingly provides fraudulent, misleading or misrepresentative information to any DHS consumer. d. Contractor has exhibited an inability to meet its financial or services obligations under the contract. e. A voluntary or involuntary bankruptcy petition is filed by or against the contractor under the U.S. Bankruptcy Code or any similar petition under any state insolvency law. f. An assignment is made by the contractor for the benefit of creditors. g. A proceeding for the appointment of a receiver, custodian, trustee, or similar agent is initiated with respect to the contractor h. DHS deems that such termination is necessary if the contractor or any subcontractor fails to protect or potentially threatens the health or safety of any consumer and/or fails to prevent or protect against fraud or otherwise protect the State of Georgia's personnel, consumers, facilities or services. i. Contractor is debarred or suspended from performing services on any public contracts and/or subject to exclusion from participation in the Medicaid or Medicare Programs. If the contract is terminated for any reason, in whole or in part, the contractor is required to cooperate as requested by DHS to effectuate the smooth and reasonable transition of the services for consumers. This will include, but not be limited to the transfer of the consumer records, personal belongings and funds as directed by DHS. Should the contractor go out of business and or cease to operate, all original records of consumers served under the contract shall be transferred by the contractor to DHS immediately and shall become the property of DHS.