Common use of Change Control Process Clause in Contracts

Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to the Statement of Work, including changes to the Services, Work Product, Implementation Plan, or any Specifications (each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 2.2. (a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth: (i) a written description of the proposed Changes to any Services, Work Product, or Deliverables; (ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) any additional Third-Party Materials, Open-Source Components, and State Resources Contractor deems necessary to carry out such Changes; and (iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change. (b) Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the Statement of Work to which it relates; and (c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion: (i) require Contractor to perform the Services under the Statement of Work without the Change; (ii) require Contractor to continue to negotiate a Change Notice; or (iii) initiate a Dispute Resolution Procedure; or (iv) notwithstanding any provision to the contrary in the Statement of Work, terminate the Statement of Work under Section 15.2. (d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice. (e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Maintenance and Support Services under this Contract. (f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

Change Control Process. The State University may at any time request in writing (each, a “Change Request”) changes to the Statement of Work, including changes to the Services, Work Product, Services and Implementation Plan, or any Specifications Plan (each, a “Change”). Upon the StateUniversity’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 2.2. (a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of a Change Request, Contractor Supplier will provide the State University with a written proposal for implementing the requested Change (“Change Proposal”), setting forth: (i) a written description of the proposed Changes to any Services, Work Product, Services or Deliverables; (ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, Services or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) any additional Third-Party Materials, Open-Source Components, and State University Resources Contractor Supplier deems necessary to carry out such Changes; and (iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor Supplier requires to carry out the Change. (b) Within thirty (30) Business Days following the StateUniversity’s receipt of a Change Proposal, the State University will by written notice to ContractorSupplier, approve, reject, or propose modifications to such Change Proposal. If the State University proposes modifications, Contractor Supplier must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State University of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the StateUniversity’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the StateUniversity’s Contract Agreement Administrator and will constitute an amendment to the Statement of Work to which it relates; and (c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the StateUniversity’s response to a Change Proposal, the State University may, in its discretion: (i) require Contractor Supplier to perform the Services under the Statement of Work without the Change; (ii) require Contractor Supplier to continue to negotiate a Change Notice; or; (iii) initiate a Dispute Resolution Procedure; or (iv) notwithstanding any provision to the contrary in the Statement of Work, terminate the Statement of Work this Agreement under Section 15.218. (d) No Change will be effective until the parties have executed a Change Notice. Except as the State University may request in its Change Request or otherwise in writing, Contractor Supplier must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change Notice. Contractor Supplier will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice. (e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract Agreement are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State University or, subsequent to their Acceptance by the StateUniversity, as necessary for Contractor Supplier to fulfill its associated warranty requirements and its Maintenance and Support Services under this Contractrequirements. (f) Contractor Supplier may, on its own initiative and at its own expense, prepare and submit its own Change Request to the StateUniversity. However, the State University will be under no obligation to approve or otherwise respond to a Change Request initiated by ContractorSupplier.

Change Control Process. Within ninety (90) days after the Effective Date and for the remainder of the Term, the Parties shall define, establish, implement, document and maintain a change control process for activities, processes, provisions and operations under the Agreement including each Transaction Document and to evolve the Services (the "Change Control Process"). The State may at any time request in writing purposes and objectives of the Change Control Process are (eachi) to determine whether a change to the System is within the scope of the Services or constitutes a New Service under the applicable Transaction Documents, a “Change Request”(ii) to prioritize all requests for changes to the Statement System ("Change Requests"), (iii) to minimize the risk of Workexceeding both time and cost estimates associated with the Change Requests by identifying, including documenting, quantifying, controlling, managing and communicating Change Requests and their disposition and as applicable, implementation; and (iv) to identify the different roles, responsibilities and actions that shall be assumed and taken by the Parties to define and implement the changes to the Services, Work Product, Implementation Plan, or any Specifications (each, a “Change”)System. Upon The Project Executives shall be the State’s submission of a focal point for all Change Requests and shall be responsible for promptly and diligently effecting the activities set forth above in this Section 6.3 with respect to each Change Request. The Change Control Process shall include, the parties will evaluate and implement all Changes in accordance with this Section 2.2. (a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of at a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forthminimum: (i1) a written description of the proposed Changes to any Servicesthe System may be requested by either Party. Since a change may affect the price, Work Productschedule or other terms, or Deliverables; (ii) an amended Implementation Plan reflecting: (A) both the schedule for commencing Certegy and completing any additional or modified Services, Work Product, or Deliverables; IBM Project Executives must review and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) any additional Third-Party Materials, Open-Source Components, and State Resources Contractor deems necessary to carry out such Changes; and (iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change. (b) Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the Statement of Work to which it relates; and (c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion: (i) require Contractor to perform the Services under the Statement of Work without the Change; (ii) require Contractor to continue to negotiate a Change Notice; or (iii) initiate a Dispute Resolution Procedure; or (iv) notwithstanding any provision to the contrary in the Statement of Work, terminate the Statement of Work under Section 15.2. (d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a each Change Notice. Contractor will use its best efforts to limit Request before any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party change is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Noticeimplemented. (e2) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Maintenance and Support Services under this Contract. (f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to Party proposing a Change Request initiated by Contractorwill write a Change Request Form ("CRF"), describing the change, the rationale for the change and the effect that change will have, if completed, or the impact it will have, if rejected, on the Agreement, any Transaction Document and/or the Services. 3) Certegy's or IBM's Project Executive, as appropriate, will review the proposed Change Request. If accepted, the CRF will be submitted to the other Party for review and approval. If rejected, the CRF will be returned to the originator along with the reason for rejection. 4) All material Change Requests shall be forwarded to the Integrated Planning Team for review and approval prior to implementation. CERTEGY/IBM CONFIDENTIAL 5) Each approved Change Request will be implemented through a written change authorization. If any Change Request results in a change in scope, price, or terms and conditions, then the Agreement and affected Transaction Document including the Supplement and Schedules thereto, will be updated to reflect the changes in scope, price or terms and conditions, as appropriate pursuant to Section 17.2.

Change Control Process. Within ninety (90) days after the Effective Date and for the remainder of the Term, the Parties shall define, establish, implement, document and maintain a change control process for activities, processes, provisions and operations under the Agreement including each Transaction Document and to evolve the Services (the "Change Control Process"). The State may at any time request in writing purposes and objectives of the Change Control Process are (eachi) to determine whether a change to the System is within the scope of the Services or constitutes a New Service under the applicable Transaction Documents, a “Change Request”(ii) to prioritize all requests for changes to the Statement System ("CHANGE REQUESTS"), (iii) to minimize the risk of Workexceeding both time and cost estimates associated with the Change Requests by identifying, including documenting, quantifying, controlling, managing and communicating Change Requests and their disposition and as applicable, implementation; and (iv) to identify the different roles, responsibilities and actions that shall be assumed and taken by the Parties to define and implement the changes to the Services, Work Product, Implementation Plan, or any Specifications (each, a “Change”)System. Upon The Project Executives shall be the State’s submission of a focal point for all Change Requests and shall be responsible for promptly and diligently effecting the activities set forth above in this SECTION 6.3 with respect to each Change Request. The Change Control Process shall include, the parties will evaluate and implement all Changes in accordance with this Section 2.2. (a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of at a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forthminimum: (i) a written description of the proposed a. Changes to any Servicesthe System may be requested by either Party. Since a change may affect the price, Work Productschedule or other terms, or Deliverables; (ii) an amended Implementation Plan reflecting: (A) both the schedule for commencing Equifax and completing any additional or modified Services, Work Product, or Deliverables; IBM Project Executives must review and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) any additional Third-Party Materials, Open-Source Components, and State Resources Contractor deems necessary to carry out such Changes; and (iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change. (b) Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the Statement of Work to which it relates; and (c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion: (i) require Contractor to perform the Services under the Statement of Work without the Change; (ii) require Contractor to continue to negotiate a Change Notice; or (iii) initiate a Dispute Resolution Procedure; or (iv) notwithstanding any provision to the contrary in the Statement of Work, terminate the Statement of Work under Section 15.2. (d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a each Change Notice. Contractor will use its best efforts to limit Request before any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party change is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Noticeimplemented. (e) b. The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Maintenance and Support Services under this Contract. (f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to Party proposing a Change Request initiated by Contractorwill write a Change Request Form ("CRF"), describing the change, the rationale for the change and the effect that change will have, if completed, or the impact it will have, if rejected, on the Agreement, any Transaction Document and/or the Services. c. Equifax's or IBM's Project Executive, as appropriate, will review the proposed Change Request. If accepted, the CRF will be submitted to the other Party for review and approval. If rejected, the CRF will be returned to the originator along with the reason for rejection. d. All material Change Requests shall be forwarded to the Integrated Planning Team for review and approval prior to implementation. Equifax / IBM Confidential e. Each approved Change Request will be implemented through a written change authorization. If any Change Request results in a change in scope, price, or terms and conditions, then the Agreement and affected Transaction Document including the Supplement and Schedules thereto, will be updated to reflect the changes in scope, price or terms and conditions, as appropriate pursuant to SECTION 17.2.

Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to the a Statement of Work, including changes to the Services, Work Product, Services and Implementation Plan, or any Specifications Plan (each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 2.2. (a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth: (i) a written description of the proposed Changes to any Services, Work Product, Services or Deliverables; (ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, Services or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the a Statement of Work; (iii) any additional Third-Party Materials, Open-Source Components, and State Resources Contractor deems necessary to carry out such Changes; and (iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change. (b) Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the a Statement of Work to which it relates; and (c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion: (i) require Contractor to perform the Services under the a Statement of Work without the Change; (ii) require Contractor to continue to negotiate a Change Notice; or; (iii) initiate a Dispute Resolution Procedure; or (iv) notwithstanding any provision to the contrary in the a Statement of Work, terminate the Statement of Work this Contract under Section 15.217.1. (d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the a Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice. (e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Maintenance and Support Services under this Contract. (f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

Change Control Process. Within * after the Effective Date and for the remainder of the Term, the Parties shall define, establish, implement, document and maintain a change control process for activities, processes, provisions and operations under the Agreement including each Transaction Document and to evolve the Services (the "Change Control Process"). The State may at any time request in writing purposes and objectives of the Change Control Process are (eachi) to determine whether a change to the System is within the scope of the Services or constitutes a New Service under the applicable Transaction Documents, a “Change Request”(ii) to prioritize all requests for changes to the Statement System ("Change ------ Requests"), (iii) to minimize the risk of Workexceeding both time and cost estimates -------- associated with the Change Requests by identifying, including documenting, quantifying, controlling, managing and communicating Change Requests and their disposition and as applicable, implementation; and (iv) to identify the different roles, responsibilities and actions that shall be assumed and taken by the Parties to define and implement the changes to the Services, Work Product, Implementation Plan, or any Specifications (each, a “Change”)System. Upon The Project Executives shall be the State’s submission of a focal point for all Change Requests and shall be responsible for promptly and diligently effecting the activities set forth above in this Section 6.3 with respect to each Change Request. ----------- The Change Control Process shall include, the parties will evaluate and implement all Changes in accordance with this Section 2.2. (a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of at a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forthminimum: (i) a written description of the proposed a. Changes to any Servicesthe System may be requested by either Party. Since a change may affect the price, Work Productschedule or other terms, or Deliverables; (ii) an amended Implementation Plan reflecting: (A) both the schedule for commencing Equifax and completing any additional or modified Services, Work Product, or Deliverables; IBM Project Executives must review and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) any additional Third-Party Materials, Open-Source Components, and State Resources Contractor deems necessary to carry out such Changes; and (iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change. (b) Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the Statement of Work to which it relates; and (c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion: (i) require Contractor to perform the Services under the Statement of Work without the Change; (ii) require Contractor to continue to negotiate a Change Notice; or (iii) initiate a Dispute Resolution Procedure; or (iv) notwithstanding any provision to the contrary in the Statement of Work, terminate the Statement of Work under Section 15.2. (d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a each Change Notice. Contractor will use its best efforts to limit Request before any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party change is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Noticeimplemented. (e) b. The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Maintenance and Support Services under this Contract. (f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to Party proposing a Change Request initiated by Contractorwill write a Change Request Form ("CRF"), describing the change, the rationale for the change and the --- effect that change will have, if completed, or the impact it will have, if rejected, on the Agreement, any Transaction Document and/or the Services. c. Equifax's or IBM's Project Executive, as appropriate, will review the proposed Change Request. If accepted, the CRF will be submitted to the other Party for review and approval. If rejected, the CRF will be returned to the originator along with the reason for rejection. d. All material Change Requests shall be forwarded to the Integrated Planning Team for review and approval prior to implementation. e. Each approved Change Request will be implemented through a written change authorization. If any Change Request results in a change in scope, price, or terms and conditions, then the Agreement and affected Transaction Document including the Supplement and Schedules thereto, will be updated to reflect the changes in scope, price or terms and conditions, as appropriate pursuant to Section 17.2. ------------

Change Control Process. The State may at any time request With respect to Services that are not Construction Work (which Construction Work Services shall be governed by Schedule 4.1 (Terms and Conditions for Construction Work)), and with respect to Goods and System Software, in writing the event that (each, i) the PBC wishes to make a “Change Request”) changes to the Statement of Work, including changes material change to the Services, Work Product(ii) the PBC wishes to increase or decrease the amount or number of the Goods or the type of System Software, Implementation Plan(iii) there is a change required in the Services, Goods, System Software or any Specifications the System caused by material unforeseen conditions that are not caused by Vendor that requires a change in the terms and conditions of the Agreement, (eachiv) there is a change in the System, Goods or Services that is necessitated by a change in Applicable Law or the City Policies, (v) the Vendor identifies a change to the Services, Goods or to the System that Vendor deems to be potentially beneficial to the PBC or the City or (vi) a deviation in an Assumption contained in a Task Order has a direct impact on the Services or as otherwise expressly provided in a Task Order (each of the foregoing, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 2.2. (a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of a Change Request, Contractor will provide the State with applicable Project Manager shall submit a written proposal for implementing to the requested other Project Manager describing such Change (“Change ProposalRequest”). The Project Manager receiving the Change Request shall review the Change Request and reject or accept the Change Request in writing within a reasonable period of time, setting forth: (i) a written description of the proposed Changes to any Services, Work Product, or Deliverables; (ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) any additional Third-Party Materials, Open-Source Components, and State Resources Contractor deems necessary to carry out such Changes; and (iv) any increase or decrease but in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change. (b) Within no event more than thirty (30) Business Days following the State’s days after receipt of a such Change ProposalRequest (the “Response”). In the event that the Change Request is rejected by Vendor, the State will by written notice Response shall include the reason for rejection and a viable, good faith alternative to Contractor, approve, reject, or propose modifications to such Change Proposalthe requested Change. If the State proposes modifications, Contractor must modify The PBC and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will Vendor shall negotiate in good faith to resolve their disagreement. Upon the State’s approval agree on a Change, and its accompanying terms, within thirty (30) days after receipt of the Response. In the event that the Change Proposal or the parties’ agreement on all proposed modifications, as the case may beRequest is accepted, the parties will execute Parties shall mutually agree on the changes to be made to this Agreement in writing in a written agreement to the Change Proposal change order (“Change NoticeOrder”). Except as provided in Section 9.4(b) (Emergency Changes), which the changes or additional terms and conditions (if any) to this Agreement shall be made only in a written Change Notice will be Order signed by the State’s Contract Administrator authorized representatives of each Party and will constitute an amendment shall be subject to the Statement of Work Section 20.4 (Amendment). (The process described in this Section 9.4 (Change Control) is referred to which it relates; and (c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion: (i) require Contractor to perform the Services under the Statement of Work without the Change; (ii) require Contractor to continue to negotiate a Change Notice; or (iii) initiate a Dispute Resolution Procedure; or (iv) notwithstanding any provision to the contrary in the Statement of Work, terminate the Statement of Work under Section 15.2. (d) No Change will be effective until the parties have executed a Change Notice. Except as the State “Change Control Process.”) The Fees due hereunder may request in its Change Request increase or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution decrease as a result of a Change Notice. Contractor will use its best efforts pursuant to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice. (e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described procedure set forth in this Contract are considered part of the Services and, thus, will not Section 9.4 (Change Control) and such increase or decrease shall be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance negotiated by the State orParties in good faith to equitably adjust the Fees based on factors such as (1) the identifiable increase or decrease in actual costs; (2) the fixed asset investment and operating costs required, subsequent including Vendor’s ability to their Acceptance leverage such investment and costs internally and across its customer base; (3) the cost savings reasonably achievable by the StateVendor, as necessary for Contractor including Vendor’s ability to fulfill its associated warranty requirements eliminate or reallocate stranded assets investment and its Maintenance and Support Services under this Contract. (f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.operating costs; and

Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to the Statement of Work, including changes to the Services, Work Product, Implementation Plan, or any Specifications (each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 2.2. (a) . As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth: (i) : a written description of the proposed Changes to any Services, Work Product, or Deliverables; (ii) ; an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) ; any additional Third-Party Materials, Open-Source Components, and State Resources Contractor deems necessary to carry out such Changes; and (iv) and any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change. (b) . Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the Statement of Work to which it relates; and (c) and If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion: (i) : require Contractor to perform the Services under the Statement of Work without the Change; (ii) ; require Contractor to continue to negotiate a Change Notice; or (iii) initiate a Dispute Resolution Procedure; or (iv) or notwithstanding any provision to the contrary in the Statement of Work, terminate the Statement of Work this Contract for cause under Section 15.2. (d) 15.1. No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice. (e) . The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Maintenance and Support Services under this Contract. (f) . Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

Change Control Process. The State may at any time request in writing Within ninety (each90) days after the Effective Date and for the remainder of the Term, the Parties shall define, establish, implement, document and maintain a change control process for activities, processes, provisions and operations under the Agreement including each Transaction Document and to evolve the Services (the “Change RequestControl Process”). The purposes and objectives of the Change Control Process are (i) to determine whether a change to the System is within the scope of the Services or constitutes a New Service under the applicable Transaction Documents, (ii) to prioritize all requests for changes to the Statement System (“Change Requests”), (iii) to minimize the risk of Workexceeding both time and cost estimates associated with the Change Requests by identifying, including documenting, quantifying, controlling, managing and communicating Change Requests and their disposition and as applicable, implementation; and (iv) to identify the different roles, responsibilities and actions that shall be assumed and taken by the Parties to define and implement the changes to the ServicesSystem. The Project Executives shall be the focal point for all Change Requests and shall be responsible for promptly and diligently effecting the activities set forth above in this Section 6.3 with respect to each Change Request. The Change Control Process shall include, Work Productat a minimum: 1) Changes to the System may be requested by either Party. Since a change may affect the price, Implementation Planschedule or other terms, or both the Certegy and IBM Project Executives must review and approve, in writing, each Change Request before any Specifications (each, a “Change”). Upon the State’s submission of change is implemented. 2) The Party proposing a Change Request, the parties Request will evaluate and implement all Changes in accordance with this Section 2.2. (a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of write a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change Request Form (“Change ProposalCRF”), setting forth:describing the change, the rationale for the change and the effect that change will have, if completed, or the impact it will have, if rejected, on the Agreement, any Transaction Document and/or the Services. (i3) a written description of Certegy’s or IBM’s Project Executive, as appropriate, will review the proposed Changes Change Request. If accepted, the CRF will be submitted to any Servicesthe other Party for review and approval. If rejected, Work Product, or Deliverables; (ii) an amended Implementation Plan reflecting: (A) the schedule CRF will be returned to the originator along with the reason for commencing and completing any additional or modified Services, Work Product, or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) any additional Third-Party Materials, Open-Source Components, and State Resources Contractor deems necessary to carry out such Changes; and (iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Changerejection. (b4) Within thirty (30) Business Days following the State’s receipt of a All material Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement Requests shall be forwarded to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator Integrated Planning Team for review and will constitute an amendment to the Statement of Work to which it relates; and (c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion: (i) require Contractor to perform the Services under the Statement of Work without the Change; (ii) require Contractor to continue to negotiate a Change Notice; or (iii) initiate a Dispute Resolution Procedure; or (iv) notwithstanding any provision to the contrary in the Statement of Work, terminate the Statement of Work under Section 15.2. (d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice. (e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables approval prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Maintenance and Support Services under this Contractimplementation. (f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to the Statement of Work, including changes to the Services, Work Product, Services and Implementation Plan, or any Specifications Plan (each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 2.2. (a) . MPSCS reserves the right to re-prioritize the installation schedule in the case of equipment failure or other impact to network operations during the project. As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth: (i) : a written description of the proposed Changes to any Services, Work Product, Services or Deliverables; (ii) ; an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, Services or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) ; any additional Third-Party Materials, Open-Source Components, and State Resources Contractor deems necessary to carry out such Changes; and (iv) and any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change. (b) . Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the Statement of Work to which it relates; and (c) and If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion: (i) : require Contractor to perform the Services under the Statement of Work without the Change; (ii) ; require Contractor to continue to negotiate a Change Notice; or (iii) initiate a Dispute Resolution Procedure; or (iv) or notwithstanding any provision to the contrary in the Statement of Work, terminate the Statement of Work this Contract under Section 15.2. (d) 20. No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice. (e) . The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Maintenance and Support Services under this Contract. (f) . Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.