this change in status regards the fact that its accreditation, licensure, or certification is
suspended, revoked, or otherwise impaired in any jurisdiction, the Contractor understands
that such action may be grounds for termination of the Contract.
a) If a contractor is under the regulation of any Department entity and has been assessed
Civil Money Penalties (CMPs), or a court has entered a civil judgment against a
Contractor or vendor in a case in which DHSS or its agencies was a party, the
Contractor or vendor is excluded from other DHSS contractual opportunities or is at
risk of contract termination in whole, or in part, until penalties are paid in full or the
entity is participating in a corrective action plan approved by the Department.
A corrective action plan must be submitted in writing and must respond to findings of
non-compliance with Federal, State, and Department requirements. Corrective action
plans must include timeframes for correcting deficiencies and must be approved, in
writing, by the Department.
The Contractor will be afforded a thirty (30) day period to cure non-compliance with
Section 8(a). If, in the sole judgment of the Department, the Contractor has not made
satisfactory progress in curing the infraction(s) within the aforementioned thirty (30)
days, then the Department may immediately terminate any and/or all active contracts.
Contractor, including its parent company and its subsidiaries, and any subcontractor,
including its parent company and subsidiaries, agree to comply with all the terms,
requirements and provisions of the Civil Rights Act of 1964, the Rehabilitation Act of 1973
and any other federal, state, local or any other anti-discriminatory act, law, statute,
regulation or policy along with all amendments and revision of these laws, in the
performance of this Contract and will not discriminate against any applicant or employee or
service recipient because of race, creed, religion, age, sex, color, national or ethnic origin,
disability, status as a person in a marriage versus a person in a civil union, veteran’s status,
or any other unlawful discriminatory basis or criteria. Contractor agrees to honor the
conflict of interest provisions of the Delaware Code of Ethics, 29 Del. C. Ch.58.
10. Contractor has or will retain such employees, as it may need to perform the services
required by this Agreement. Such employees shall not be employed by Delaware or any
other political subdivision of Delaware.
Contractor will not use Delaware’s name, either express or implied, in any of its
advertising or sales materials without Delaware’s express written consent.
12. Contractor warrants that its services will be performed in a good and workmanlike
manner. Contractor agrees to re-perform any work not in compliance with this warranty
brought to its attention within a reasonable time after that work is performed.
Third-party products within the scope of this Agreement are warranted solely under the
terms and conditions of the licenses or other agreements by which such products are
governed. With respect to all third-party products and services purchased by Contractor
for Delaware in connection with the provision of the Services, Contractor shall pass
through or assign to Delaware the rights Contractor obtains from the manufacturers
and/or vendors of such products and services (including warranty and indemnification
rights), all to the extent that such rights are assignable.
This Contract may be terminated in whole or in part by the Department upon five (5)
calendar days written notice for cause or documented unsatisfactory performance,
provided that, in its sole discretion, the Department may impose sanctions in lieu of
termination as set forth in Appendix A attached to and incorporated into this Contract.
This Contract may be terminated in whole or in part by either party in the event of
substantial failure of the other party to fulfill its obligations under this Contract through
no fault of the terminating party; but only after the other party is given:
a. Not less than 30 calendar days written notice of intent to terminate; and
b. An opportunity for consultation with the terminating party prior to
This Contract may be terminated in whole or in part by the Department for its
convenience, but only after Contractor is given:
a. Not less than 30 calendar days written notice of intent to terminate; and
b. An opportunity for consultation with the Department prior to termination.
If termination for default is effected by the Department, the Department will pay
Contractor that portion of the compensation which has been earned as of the effective
date of termination but:
a. No amount shall be allowed for anticipated profit on performed or
unperformed services or other work, and
b. Any payment due to Contractor at the time of termination may be adjusted
to the extent of any additional costs occasioned to Department by reason of
c. Upon termination for default, the Department may take over the work and
prosecute the same to completion by agreement with another party or
otherwise. In the event Contractor shall cease conducting business, the
Department shall have the right to make an unsolicited offer of employment
to any employees of Contractor assigned to the performance of the
Contract, notwithstanding any provisions in this document to the contrary.
If after termination for failure of Contractor to fulfill contractual obligations it is
determined that Contractor has not so failed, the termination shall be deemed to have
been effected for the convenience of the Department.
The rights and remedies of the Department and Contractor provided in this section are in
addition to any other rights and remedies provided by law or under this Contract.
In the event of termination, all finished or unfinished documents, data, studies, surveys,
drawings, models, maps, photographs, and reports or other material prepared by Contractor
under this contract shall, at the option of the Department, become the property of the
In the event of termination, the Contractor, upon receiving the termination notice, shall
immediately cease work and refrain from purchasing contract related items unless otherwise
instructed by the Department.
The Contractor shall be entitled to receive reasonable compensation as determined by the
Department in its sole discretion for any satisfactory work completed on such documents
and other materials that are usable to the Department. Whether such work is satisfactory
and usable is determined by the Department in its sole discretion.
Should the Contractor cease conducting business, become insolvent, make a general
assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its
business or assets, or shall avail itself of, or become subject to any proceeding under the
Federal Bankruptcy Act or any other statute of any state relating to insolvency or protection
of the rights of creditors, then at the option of the Department, this Contract shall terminate
and be of no further force and effect. Contractor shall notify the Department immediately of
14. The Department may suspend performance by Contractor under this Contract for such
period of time as the Department, at its sole discretion, may prescribe by providing
written notice to Contractor at least 30 working days prior to the date on which the
Department wishes to suspend. Upon such suspension, the Department shall pay
Contractor its compensation, based on the percentage of the project completed and earned
until the effective date of suspension, less all previous payments. Contractor shall not
perform further work under this Contract after the effective date of suspension.
Contractor shall not perform further work under this Contract after the effective date of
suspension until receipt of written notice from the Department to resume performance.
In the event the Department suspends performance by Contractor for any cause other than
the error or omission of the Contractor, for an aggregate period in excess of 30 days,
Contractor shall be entitled to an equitable adjustment of the compensation payable to
Contractor under this Contract to reimburse for additional costs occasioned as a result of
such suspension of performance by the Department based on appropriated funds and
approval by the Department.
15. Any notice required or permitted under this Contract shall be effective upon receipt and may
be hand delivered with receipt requested or by registered or certified mail with return receipt
requested to the addresses listed below. Either Party may change its address for notices and
official formal correspondence upon five (5) days written notice to the other.
To the Division at:
Division of Public Health
417 Federal Street
Dover, DE 19901
Attn: Support Services Section
To the Contractor at:
16. In the event of amendments to current Federal or State laws which nullify any term(s) or
provision(s) of this Contract, the remainder of the Contract will remain unaffected.
If any term or provision of this Contract is found by a court of competent jurisdiction to
be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or
provisions hereof or the whole of this Contract, but such term or provision shall be
deemed modified to the extent necessary in the court's opinion to render such term or
provision enforceable, and the rights and obligations of the parties shall be construed and
enforced accordingly, preserving to the fullest permissible extent the intent and
agreements of the parties herein set forth.
17. This Contract shall not be altered, changed, modified or amended except by written consent
of all Parties to the Contract.
18. The Contractor shall not enter into any subcontract for any portion of the services covered
by this Contract without obtaining prior written approval of the Department. Approval by
of Contractor’s request to subcontract or acceptance of or pay
subcontracted work by the Department shall not in any way relieve Contractor of
responsibility for the professional and technical accuracy and adequacy of the work. All
subcontractors shall adhere to all applicable provisions of this Agreement.
Any such subcontract shall be subject to all the conditions and provisions of this Contract.
The approval requirements of this paragraph do not extend to the purchase of articles,
supplies, equipment, rentals, leases and other day-to-day operational expenses in support of
staff or facilities providing the services covered by this Contract.
19. This entire Contract between the Contractor and the Department is composed of these
several pages and the attached:
Services and Budget Description
Appendix C- Name of Appendix or DHSS Request for Proposal (RFP)
# HSS-XX-XXX (if applicable)
Name of Appendix or
s Proposal in response to RFP
#HSS-XX-XXX (if applicable)
This contract and its Appendices shall constitute the entire agreement between The
Department and Contractor with respect to the subject matter of this Contract and shall
not be modified or changed without the express written consent of the parties. The
provisions of this contract supersede all prior oral and written quotations,
communications, agreements, and understandings of the parties with respect to the
subject matter of this Contract.
Should a conflict arise in the language found among the above-named documents, the
documents shall govern in the following order:
This DHSS Contract (pages 1 to 14)
DHSS Request for Proposal (RFP)# HSS-XX-XXX (if applicable)
Vendor’s Proposal in response to RFP # HSS
- XX-XXX (if
Appendix A- Divisional Requirements
Appendix B- Services and Budget Description (use only if #2 and
#3 above are not necessary or do not contain a budget)
If the scope of any provision of this Contract is too broad in any respect whatsoever to
permit enforcement to its full extent, then such provision shall be enforced to the
maximum extent permitted by law, and the parties hereto consent and agree that such
scope may be judicially modified accordingly and that the whole of such provisions of the
Contract shall not thereby fail, but the scope of such provision shall be curtailed only to
the extent necessary to conform to the law.
Contractor may not order any product requiring a purchase order prior to The
Department's issuance of such order. Each Appendix, except as its terms otherwise
expressly provide, shall be a complete statement of its subject matter and shall
supplement and modify the terms and conditions of this Contract for the purposes of that
engagement only. No other agreements, representations, warranties or other matters,
whether oral or written, shall be deemed to bind the parties hereto with respect to the
subject matter hereof.
20. This Contract shall be governed by and construed in accordance with the Laws of the State
of Delaware, except where Federal Law has precedence. Contractor consents to jurisdiction
and venue in the State of Delaware.
Except as may be otherwise provided in this contract, all claims, counterclaims, disputes
and other matters in question between the Department and Contractor arising out of or
relating to this Contract or the breach thereof will be decided by arbitration if the parties
hereto mutually agree, or in a court of competent jurisdiction within the State of Delaware.
21. In the event Contractor is successful in an action under the antitrust laws of the United
States and/or the State of Delaware against a vendor, supplier, subcontractor, or other
provides particular goods or services to the Contractor that impact the budget for this
Contract, Contractor agrees to reimburse the State of Delaware, Department of Health
and Social Services for the pro-rata portion of the damages awarded that are attributable
to the goods or services used by the Contractor to fulfill the requirements of this Contract.
In the event Contractor refuses or neglects after reasonable written notice by the
Department to bring such antitrust action, Contractor shall be deemed to have assigned
such action to the Department.
22. Contractor covenants that it presently has no interest and shall not acquire any interests,
direct or indirect, that would conflict in any manner or degree with the performance of this
Contract. Contractor further covenants that in the performance of this contract, it shall not
employ any person having such interest.
23. Contractor covenants that it has not employed or retained any company or person who is
working primarily for the Contractor, to solicit or secure this Contract, by improperly
influencing the Department or any of its employees in any professional procurement
and, the Contractor has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working primarily for the Contractor,
any fee, commission, percentage, gift or any other consideration contingent upon or
resulting from the award or making of this agreement. For the violation of this provision,
the Department shall have the right to terminate the Contract without liability and, at its
discretion, to deduct from the contract price, or otherwise recover, the full amount of such
fee, commission, percentage, gift or consideration.
24. The Department shall have the unrestricted authority to publish, disclose, distribute and
otherwise use, in whole or in part, any reports, data, or other materials prepared under this
Contract. Contractor shall have no right to copyright any material produced in whole or in
part under this Contract. Upon the request of the Department, the Contractor shall execute
additional documents as are required to assure the transfer of such copyrights to the
Contractor retains all title and interest to the data it furnished and/or generated pursuant to
this Agreement. Retention of such title and interest does not conflict with Delaware’s
rights to the materials, information, and documents developed in performing the project.
Upon final payment, Delaware shall have a perpetual, nontransferable, non-exclusive
paid-up right and license to use, copy, modify, and prepare derivative works of all
materials in which Contractor retains title, whether individually by Contractor or jointly
with Delaware. Any and all source code developed in connection with the services
provided will be provided to Delaware, and the aforementioned right and license shall
apply to source code. The parties will cooperate with each other and execute such other
documents as may be reasonably deemed necessary to achieve the objectives of this
If the use of any services or deliverables is prohibited by court action based on a U.S. patent
or copyright infringement claim, Contractor shall, at its own expense, buy for the
Department the right to continue using the services or deliverables or modify or replace the
product with no material loss in use, at the option of the Department.
25. Contractor agrees that no information obtained pursuant to this Contract may be released
in any form except in compliance with applicable laws and policies on the confidentiality
of information and except as necessary for the proper discharge of the Contractor’s
obligations under this Contract.
26. Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver
or breach of any provision of this Contract shall not be deemed to be a waiver of any other
or subsequent breach and shall not be construed to be a modification of the terms of the
Contract unless stated to be such in writing, signed by authorized representatives of all
parties and attached to the original Contract.
27. If the amount of this contract listed in Paragraph C2 is over $25,000, the Contractor, by
their signature in Section E, is representing that the Firm and/or its Principals, along with
its subcontractors and assignees under this Contract, are not currently subject to either
suspension or debarment from Procurement and Non-Procurement activities by the
C. Financial Requirements
The rights and obligations of each Party to this Contract are not effective and no Party is
bound by the terms of this contract unless, and until, a validly executed Purchase Order is
approved by the Secretary of Finance and received by Contractor, if required by the State of
Delaware Budget and Accounting Manual, and all policies and procedures of the
Department of Finance have been met. The obligations of the Department under this
Contract are expressly limited to the amount of any approved Purchase Order. The State
will not be liable for expenditures made or services delivered prior to Contractor's receipt of
the Purchase Order.
Total payments under this Contract shall not exceed $ ______ in accordance with the
budget presented in Appendix ___. Payment will be made upon receipt of an itemized
invoice from the Contractor in accordance with the payment schedule, if any. The
contractor or vendor must accept full payment by procurement (credit) card and or
conventional check and/or other electronic means at the State’s option, without imposing
any additional fees, costs or conditions. Contractor is responsible for costs incurred in
excess of the total cost of this Contract and the Department is not responsible for such costs.
Contractor shall submit monthly invoices to Delaware in sufficient detail to support the
services provided during the previous month. Delaware agrees to pay those invoices
within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice,
Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of
receipt and to provide Contractor a detailed statement of Delaware’s position on the
disputed portion of the invoice within thirty (30) days of receipt.
Validity and enforcement of this Contract is subject to appropriations by the General
Assembly of the specific funds necessary for contract performance. Should such funds not
be so appropriated the Department may immediately terminate this Contract, and absent
such action this Contract shall be terminated as to any obligation of the State requiring the
expenditure of money for which no specific appropriation is available, at the end of the
last fiscal year for which no appropriation is available or upon the exhaustion of funds.
Notwithstanding any other provisions of this Contract, this Contract shall terminate and
the Department’s obligations under it shall be extinguished at the end of the fiscal year in
which the state of Delaware fails to appropriate monies for the ensuing fiscal year
sufficient for the payment of all amounts, which will then become due.
Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and
local sales, use and excise taxes, including any interest and penalties from any related
deficiency, which may become due and payable as a consequence of this Agreement.
The Contractor is solely responsible for the payment of all amounts due to all
subcontractors and suppliers of goods, materials or services which may have been acquired
by or provided to the Contractor in the performance of this contract. The Department is not
responsible for the payment of such subcontractors or suppliers.
Unless provided otherwise in an Appendix, all expenses incurred in the performance of
the services are to be paid by Contractor. If an Appendix specifically provides for
expense reimbursement, Contractor shall be reimbursed only for reasonable expenses
incurred by Contractor in the performance of the services, including, but not necessarily
limited to, travel and lodging expenses, communications charges, and computer time and
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