CHANGE ORDERS.

19.1 When Change Orders are Permitted. The State may permit changes in the scope of Services, time of performance or approved budget of Contractor to be performed hereunder. Such changes are subject to the mutual written agreement of the State and Contractor, and shall be in the form of numerically consecutive amendments to this Agreement, excluding “Special Projects.” Special Projects are defined as additional services available to the State on a time and materials or per diem basis as negotiated by project or activity. These activities, which are anticipated to be in support of State health care initiatives, may include enhanced professional services, clinical expertise, technical support to eliminate State backlogs, outreach efforts, etc. The Parties understand that these may include funding from State-only programs and grants. The Change Order will specify the scope of the change and the expected completion date. Any Change Order shall be subject to the same terms and conditions of this Agreement, unless otherwise specified in the Change Order and agreed upon by the Parties. The Parties will negotiate in good faith and in a timely manner all aspects of the proposed Change Order. . The Contractor shall not perform any work outside the scope of this Agreement prior to the issuance of an authorized Change Order.

xxviii 19.2 Timing. As soon as possible after receipt of a written change request from the State, but in no event more than ten (10) days thereafter, Contractor shall determine if there is an impact on price with the change requested and provide the State a written statement to identify any price impact on this Agreement or to state that there is no impact. In the event that price will be impacted by the change, Contractor shall provide a description of the asserted price increase or decrease involved in implementing the requested change. No change shall be implemented by Contractor until such time as Contractor receives an approved written Change Order.

19.3 Agreement. Contractor and the State Project Manager shall negotiate in good faith and in a timely manner as to the price and the impact on the Schedule of any Change Orders. If the Parties reach an agreement in writing, the terms hereof shall be modified accordingly.

20. SUBCONTRACTORS.

20.1 Use of Subcontractors. Contractor may, subject to the terms of this Section 20, use Subcontractors. All Subcontractors, and Subcontracts, shall be subject to the prior written approval of the State. Contractor is solely responsible for all work performed under this Agreement and shall assume prime contractor responsibility for all Services, Deliverables and other obligations required of Contractor under this Agreement. The State will consider Contractor to be the sole point of contact with regard to all contractual matters.

20.2 Subcontracts. Contractor shall include in its Subcontracts a provision that the Services to be provided by the Subcontractor are for the benefit of the State as well as flow-down provisions, terms and conditions that are consistent in all material respects with the provisions of this Agreement to the extent applicable, including those provisions relating to termination provisions (other than termination for convenience, it being understood and agreed that Contractor shall be solely responsible for any obligations that arise under or with respect to such Subcontracts after the Term), personnel requirements, the State’s Intellectual Property, the State’s audit rights, privacy and data safeguards, confidentiality, representations and warranties, certifications (including the Standard Certifications), indemnification obligations and insurance. Without limiting the foregoing, Contractor shall require all of its Subcontractors to carry insurance of the types set forth in this Agreement at levels customary and appropriate for the types and volumes of services being provided by the Subcontractors. Contractor shall provide the State with access to all Subcontracts and other documents relating to the Subcontractors’ performance of the Services and amounts charged to the State under this Agreement as reasonably necessary to satisfy the State’s internal control requirements. All Subcontractor employees, agents and consultants assigned to perform work under this Agreement and at the site may be subject to security clearance at the sole discretion of the State.

20.3 Probity Investigation of Subcontractors. Contractor hereby acknowledges and agrees that the State shall have the right to conduct probity investigations of any Subcontractor prior to and during the term of its Subcontract with Contractor.

Contractor shall be responsible for notifying Subcontractors of the possibility of such probity investigations.

20.4 Responsibility for Subcontractors. In no event shall Contractor be relieved of its obligations under this Agreement as a result of its use of any Subcontractors, including any failure by Subcontractor to perform its obligations to Contractor. Contractor shall supervise the activities and performance of each Subcontractor and shall remain wholly and fully responsible and liable for the actions and omissions of each Subcontractor and/or for any act or failure to act by such Subcontractor in connection with or related to this Agreement. Contractor shall ensure that each Subcontractor has obtained and maintains all governmental approvals and other Third Party licenses, authorizations, approvals and consents required in connection with the Services for which such Subcontractor is responsible. Contractor shall be the State’s sole point of contact regarding the Services that are subcontracted, including with respect to payment. Payments to Subcontractors. Contractor shall directly pay to all Subcontractors all amounts due in accordance with their respective Subcontracts.

20.5 No State Responsibility. The State shall not be responsible to pay any Subcontractor any amount due under its respective Subcontracts arising out of indemnity claims for which Contractor is responsible. No Subcontractor shall have any right against the State for labor, services, materials or Equipment furnished for the Services. Contractor acknowledges that its indemnity obligations to its Subcontractors under this Section 20 shall include all claims for payment or damages by any Subcontractor who furnishes or claims to have furnished any labor, services, materials or Equipment in connection with the Services, except to the extent its Subcontract has been assigned to the State as contemplated hereunder. Notwithstanding the foregoing, in the State’s sole discretion, it can elect to pay Subcontractors directly if the Contractor fails to so pay the Subcontractor, in which event the State may deduct any such payments made to Subcontractors from the amount the State owes the Contractor.

20.6 Assignability of Subcontracts. All Subcontracts entered into by Contractor with respect to this Agreement shall be assignable to the State, solely at the State’s election and without cost or penalty (it being understood and agreed that in the event the State elects to have the rights and benefits under such Subcontracts assigned to it, it shall assume the obligations and liabilities under such Subcontracts).

20.7 Removal/Replacement of Subcontractors. The State shall have the right to require Contractor to replace a Subcontractor for any reason, including, but not limited to: (a) material non-performance of the applicable Services performed by such Subcontractor in the State’s reasonable determination that is not cured within a reasonable amount of time; (b) engagement by such Subcontractor in illegal activity or material violation of State and federal laws and regulations that is not cured within a reasonable amount of time, or (c) material violation of this Agreement attributable to such Subcontractor that is not cured within a reasonable amount of time. Upon any occurrence of any of the preceding events, the State shall

xxx promptly notify the Contractor of such occurrence in writing, and, if required by the State, Contractor shall replace such Subcontractor (at no penalties, fees or damages to the State) with another Subcontractor as soon as reasonably possible after receipt of such notice from the State, and such replacement Subcontractor shall be subject to the prior written approval of the State and subject to all requirements applicable to Subcontractor(s) under this Agreement. At all times, notwithstanding the removal of the Subcontractor, Contractor shall continue to perform all of its obligations under this Agreement in compliance with all of the terms and conditions of this Agreement.