Changes Mandated by Law. The Union and School Department recognize that the School Department must operate in accor- dance with applicable laws and regulations and that changes or implementation of applicable laws or regulations may require changes in the policies, procedures, and practices of the School Department and in addition may supersede the provisions of this Agreement. In the event a change in law or regulation supersedes a specific provision of this Agreement, Management will attempt to inform the Union of the change in advance of implementation and upon request of the Union, will meet and consult concerning the implementation, and to the extent required by law, bargain as to the impact. Failure of the parties to agree upon the manner of implementation shall not act to prevent the School Committee from taking such steps as are necessary to comply with the law or regulation.
Changes Mandated by Law. Notwithstanding the foregoing, as to the implementation of a Change Order requested by Evolent that is required in order for Evolent or the UPMC Services to comply with applicable Law (a “Mandatory Change”), UPMC shall be obligated to undertake such Mandatory Changes as provided herein. To the extent such Mandatory Changes are required in order for the UPMC Services to be in compliance with Laws that apply to UPMC, such Mandatory Changes shall be made at no cost to Evolent. To the extent Change Orders for Mandatory Changes are not addressed by the preceding sentence and Change Orders for Mandatory Changes require material expenditure of money or resources by UPMC to complete, the Parties shall confer and mutually agree on the Change Order, including without limitation, the appropriate allocation of costs and expenses to implement such Mandatory Change. For the sake of clarity, the Parties acknowledge and agree that, where a Mandatory Change is not commercially feasible, UPMC shall have the right to withdraw and/or terminate the performance and availability of affected UPMC Services (including without limitation affected UPMC Services on pending and/or outstanding Statements of Work) so long as UPMC is doing so for all of its customers. Each Party shall cooperate with the other in reasonably evaluating any requested Change Order. Evolent shall have no obligation to pay fees for any Change Order until properly approved by authorized personnel at Evolent. Provided, however, Evolent shall have the right to provide the affected UPMC Services itself or engage a third party supplier to provide the UPMC Services, and deduct from the Minimum Revenue the amounts of: (a) any penalty paid to Evolent customers or deductions in price charged to customers, if any, resulting from UPMC’s terminating its performance on pending and/or outstanding Statements of Work; (b) the revenues paid by Evolent to a third party service provider brought in to replace UPMC associated with providing the affected UPMC Services; (c) the reasonable cost of obtaining a substitute supplier for such affected UPMC Services (if higher than the cost that was charged or would have been charged by UPMC for such affected UPMC Services); and (d) any other reasonable cost incurred by Evolent directly attributable to UPMC’s withdrawal or termination of the affected UPMC Services.
