Common use of Performance Based Contract Clause in Contracts

Performance Based Contract. Contractor acknowledges that this is a fixed price performance based Contract and that the Contractor is obligated to perform all of the Contractor’s Responsibilities and meet all of the Contractor Performance Standards in this Contract. DHS acknowledges that it is responsible for meeting all State Responsibilities in the RFP and this Contract. The price for Implementation is $7,153,200. The prices for Operations and Transition in the Base Term are: SFY 2006 $5,666,700 SFY 2007 $5,961,400 SFY 2008 $6,266,000 SFY 2009 $6,580,500 SFY 2010 $6,905,700 The prices for the three (3) Renewal Option Years are: SFY 2011 $7,246,200 SFY 2012 $7,593,800 SFY 2013 $7,953,500 In addition to the price identified herein, A) If the Contractor requested equipment and supplies in their Bid Proposal for the Implementation, the Department will provide the equipment and supplies if approved; B) During the Operations, Transition, and Renewal Option Years, if applicable, the Department will provide the Contractor the equipment and supplies specified in Attachment 2; C) Prices are inclusive of all EDI costs and charges. The Change Service Request (CSR) hourly rate is $85 per hour. This rate is only applicable to work prioritized and approved by the Department if additional systems resources must be provided to perform beyond the daily resources identified in the table of organization submitted by Noridian on June 18, 2004 (Attachment 5), as handling the systems maintenance and enhancements to the MMIS. Prior to June 30, 2005, DHS and the Contractor shall agree on sources of, and methodologies for evaluating, and the format for reporting, the performance of the Contractor. All performance reports shall be a matter of public record. Without limiting any other provision of this Contract, payment of the Contractor’s Compensation may, in the sole discretion of DHS, be tied to contract performance as follows: Implementation Payment: One-twelfth (1/12) of sixty percent (60.0%) of the Implementation Price shall be earned monthly during the first twelve (12) months of the Contract term. Payment shall be made upon presentation of evidence that progress has been made by the Contractor consistent with the Contractor’s Work Plan for the Implementation Phase. Twenty percent (20.0%) of the Implementation Price shall become earned ten (10) business days following the Contractor’s commencement of the Operations Phase. Fifteen percent (15.0%) of the Implementation Price shall become earned forty (40) business days following the Contractor’s commencement of the Operations Phase . Five percent (5.0%) of the Implementation Price shall become earned five (5) business days following certification of the Iowa MMIS system by the Centers for Medicare and Medicaid Services (CMS). Operations and Transition Payment: One twelfth (1/12) of the annual operations and transition payment shall be earned monthly and invoiced the month following the month in which services are performed. During any state fiscal year DHS may withhold up to twelve (12%) percent of the Contractor’s annual compensation for operations and transition services for failure to perform, provided, however, that DHS may withhold no more, under this section 6.1 of the Contract, than the following: July: 0% of Annual Compensation July through August: 0% of Annual Compensation July through September: 3% of Annual Compensation July through October: 4% of Annual Compensation July through November: 5% of Annual Compensation July through December: 6% of Annual Compensation July through January 7% of Annual Compensation July through February 8% of Annual Compensation July through March 9% of Annual Compensation July though April 10% of Annual Compensation July though May 11% of Annual Compensation July through June 12% of Annual Compensation No amount shall be withheld when failure to perform is due solely to another’s action or failure to act, including, without limitation, DHS’ action or failure to act. The amount withheld for failure to perform a requirement or to meet a standard under this Contract shall be released to the Contractor upon presentation to DHS of satisfactory evidence of successful implementation of a plan to correct the performance failure for which the amount was withheld. If there is any amount withheld at the end of a fiscal year it shall be released to the Contractor upon successful implementation of the plan of correction in the subsequent fiscal year. If there is an amount withheld at termination of this Contract or at the end of the Contract term, the amount withheld shall be placed in escrow, and the Contractor and the State shall agree on steps the Contractor shall take to earn the balance in escrow. If the total amount withheld for failure to perform a requirement or meet a standard under or this Contract is greater than one hundred dollars ($100.00) for more than three (3) consecutive months during or after the term of the Contract the Contractor shall forfeit five (5%) of the withheld amount to DHS.

Performance Based Contract. Contractor acknowledges that this is a fixed price performance based Contract and that the Contractor is obligated to perform all of the Contractor’s Responsibilities and meet all of the Contractor Performance Standards in this Contract. DHS acknowledges that it is responsible for meeting all State Responsibilities in the RFP and this Contract. The price for Implementation is $7,153,200597,034. The prices for Operations and Transition in the Base Term are: SFY 2006 $5,666,700 1,959,026 SFY 2007 $5,961,400 1,960,195 SFY 2008 $6,266,000 SFY 2009 $6,580,500 SFY 2010 $6,905,700 2,019,127 The prices for the three two (32) Renewal Option Years are: SFY 2011 2009 $7,246,200 2,095,673 SFY 2012 2010 $7,593,800 SFY 2013 $7,953,500 2,173,049 In addition to the price identified herein, A) If the Contractor requested equipment and supplies in their Bid Proposal for the Implementation, the Department will provide the equipment and supplies if approved; B) During the Operations, Transition, and Renewal Option Years, if applicable, the Department will provide the Contractor the equipment and supplies specified in Attachment 2; C) Prices are inclusive of all EDI costs and charges. The Change Service Request (CSR) hourly rate is $85 per hour. This rate is only applicable to work prioritized and approved by the Department if additional systems resources must be provided to perform beyond the daily resources identified in the table of organization submitted by Noridian on June 18, 2004 (Attachment 5), as handling the systems maintenance and enhancements to the MMIS. Prior to June 30, 2005, DHS and the Contractor shall agree on sources of, and methodologies for evaluating, and the format for reporting, the performance of the Contractor. All performance reports shall be a matter of public record. Without limiting any other provision of this Contract, payment of the Contractor’s Compensation may, in the sole discretion of DHS, be tied to contract performance as follows: Implementation Payment: One-One- twelfth (1/12) of sixty percent (60.0%) of the Implementation Price shall be earned monthly during the first twelve (12) months of the Contract term. Payment shall be made upon presentation of evidence that progress has been made by the Contractor consistent with the Contractor’s Work Plan for the Implementation Phase. Twenty percent (20.0%) of the Implementation Price shall become earned ten (10) business days following the Contractor’s commencement of the Operations Phase. Fifteen percent (15.0%) of the Implementation Price shall become earned forty (40) business days following the Contractor’s commencement of the Operations Phase Phase. Five percent (5.0%) of the Implementation Price shall become earned five (5) business days following certification of the Iowa MMIS system by the Centers for Medicare and Medicaid Services (CMS). Operations and Transition Payment: One twelfth (1/12) of the annual operations and transition payment shall be earned monthly and invoiced the month following the month in which services are performed. During any state fiscal year DHS may withhold up to twelve percent (12%) percent of the Contractor’s annual compensation for operations and transition services for failure to perform, provided, however, that DHS may withhold no more, under this section 6.1 of the Contract, than the following: July: 0% of Annual Compensation July through August: 0% of Annual Compensation July through September: 3% of Annual Compensation July through October: 4% of Annual Compensation July through November: 5% of Annual Compensation July through December: 6% of Annual Compensation July through January 7% of Annual Compensation July through February 8% of Annual Compensation July through March 9% of Annual Compensation July though April 10% of Annual Compensation July though May 11% of Annual Compensation July through June 12% of Annual Compensation No amount shall be withheld when failure to perform is due solely to another’s action or failure to act, including, without limitation, DHS’ action or failure to act. The amount withheld for failure to perform a requirement or to meet a standard under this Contract shall be released to the Contractor upon presentation to DHS of satisfactory evidence of successful implementation of a plan to correct the performance failure for which the amount was withheld. If there is any amount withheld at the end of a fiscal year it shall be released to the Contractor upon successful implementation of the plan of correction in the subsequent fiscal year. If there is an amount withheld at termination of this Contract or at the end of the Contract term, the amount withheld shall be placed in escrow, and the Contractor and the State shall agree on steps the Contractor shall take to earn the balance in escrow. If the total amount withheld for failure to perform a requirement or meet a standard under or this Contract is greater than one hundred dollars ($100.00) for more than three (3) consecutive months during or after the term of the Contract the Contractor shall forfeit five (5%) of the withheld amount to DHS.

Performance Based Contract. Contractor acknowledges that this is a fixed price performance based Contract and that the Contractor is obligated to perform all of the Contractor’s Responsibilities and meet all of the Contractor Performance Standards standards in this Contract. DHS acknowledges that it is responsible for meeting all State Responsibilities in the RFP and this Contract. The price for Implementation is $7,153,2001,796,944. The prices for Operations and Transition in the Base Term are: SFY 2006 $5,666,700 5,277,835 SFY 2007 $5,961,400 5,526,925 SFY 2008 $6,266,000 SFY 2009 $6,580,500 SFY 2010 $6,905,700 5,786,918 The prices for the three two (32) Renewal Option Years are: SFY 2011 2009 $7,246,200 5,859,254 SFY 2012 2010 $7,593,800 SFY 2013 $7,953,500 5,932,495 In addition to the price identified herein, A) If the Contractor requested equipment and supplies in their Bid Proposal for the Implementation, the Department will provide the equipment and supplies if approved; B) During the Operations, Transition, and Renewal Option Years, if applicable, the Department will provide the Contractor the equipment and supplies specified in Attachment 2; C) Prices are inclusive of all EDI costs and charges. The Change Service Request (CSR) hourly rate is $85 per hour. This rate is only applicable to work prioritized and approved by the Department if additional systems resources must be provided to perform beyond the daily resources identified in the table of organization submitted by Noridian on June 18, 2004 (Attachment 5), as handling the systems maintenance and enhancements to the MMIS. Prior to June 30, 2005, DHS and the Contractor shall agree on sources of, and methodologies for evaluating, and the format for reporting, the performance of the Contractor. All performance reports shall be a matter of public record. Without limiting any other provision of this Contract, payment of the Contractor’s Compensation may, in the sole discretion of DHS, be tied to contract performance as follows: Implementation Payment: One-twelfth (1/12) of sixty percent (60.0%) of the Implementation Price shall be earned monthly during the first twelve (12) months of the Contract term. Payment shall be made upon presentation of evidence that progress has been made by the Contractor consistent with the Contractor’s Work Plan for the Implementation Phase. Twenty percent (20.0%) of the Implementation Price shall become earned ten (10) business days following the Contractor’s commencement of the Operations Phase. Fifteen percent (15.0%) of the Implementation Price shall become earned forty (40) business days following the Contractor’s commencement of the Operations Phase . Five percent (5.0%) of the Implementation Price shall become earned five (5) business days following certification of the Iowa MMIS system by the Centers for Medicare and Medicaid Services (CMS). Operations and Transition Payment: One twelfth Twelfth (1/12) of the annual operations and transition payment shall be earned monthly and invoiced the month following the month in which services are performed. During any state fiscal year DHS may withhold up to twelve (12%) percent of the Contractor’s annual compensation for operations and transition services for failure to perform, provided, however, that DHS may withhold no more, under this section 6.1 of the Contract, than the following: July: 0% of Annual Compensation July through August: 0% of Annual Compensation July through September: 3% of Annual Compensation July through October: 4% of Annual Compensation July through November: 5% of Annual Compensation July through December: 6% of Annual Compensation July through January 7% of Annual Compensation July through February 8% of Annual Compensation July through March 9% of Annual Compensation July though April 10% of Annual Compensation July though May 11% of Annual Compensation July through June 12% of Annual Compensation No amount shall be withheld when failure to perform is due solely to another’s action or failure to act, including, without limitation, DHS’ action or failure to act. The amount withheld for failure to perform a requirement or to meet a standard under this Contract shall be released to the Contractor upon presentation to DHS of satisfactory evidence of successful implementation of a plan to correct the performance failure for which the amount was withheld. If there is any amount withheld at the end of a fiscal year it shall be released to the Contractor upon successful implementation of the plan of correction in the subsequent fiscal year. If there is an amount withheld at termination of this Contract or at the end of the Contract term, the amount withheld shall be placed in escrow, and the Contractor and the State shall agree on steps the Contractor shall take to earn the balance in escrow. If the total amount withheld for failure to perform a requirement or meet a standard under or this Contract is greater than one hundred dollars ($100.00) for more than three (3) consecutive months during or after the term of the Contract the Contractor shall forfeit five (5%) of the withheld amount to DHS.

Performance Based Contract. Contractor acknowledges that this is a fixed price performance based Contract and that the Contractor is obligated to perform all of the Contractor’s Responsibilities and meet all of the Contractor Performance Standards in this Contract. DHS acknowledges that it is responsible for meeting all State Responsibilities in the RFP and this Contract. The price for Implementation is $7,153,200997,179. The prices for Operations and Transition in the Base Term are: SFY 2006 $5,666,700 1,495,599 SFY 2007 $5,961,400 1,540,467 SFY 2008 $6,266,000 SFY 2009 $6,580,500 SFY 2010 $6,905,700 1,586,681 The prices for the three two (32) Renewal Option Years are: SFY 2011 2009 $7,246,200 1,634,281 SFY 2012 2010 $7,593,800 SFY 2013 $7,953,500 1,683,310 In addition to the price identified herein, A) If the Contractor requested equipment and supplies in their Bid Proposal for the Implementation, the Department will provide the equipment and supplies if approved; B) During the Operations, Transition, and Renewal Option Years, if applicable, the Department will provide the Contractor the equipment and supplies specified in Attachment 2; C) Prices are inclusive of all EDI costs and charges. The Change Service Request (CSR) hourly rate is $85 per hour. This rate is only applicable to work prioritized and approved by the Department if additional systems resources must be provided to perform beyond the daily resources identified in the table of organization submitted by Noridian on June 18, 2004 (Attachment 5), as handling the systems maintenance and enhancements to the MMIS. Prior to June 30, 2005, DHS and the Contractor shall agree on sources of, and methodologies for evaluating, and the format for reporting, the performance of the Contractor. All performance reports shall be a matter of public record. Without limiting any other provision of the RFP or of this Contract, payment of the Contractor’s Compensation may, in the sole discretion of DHS, be tied to contract performance as follows: Implementation Payment: One-twelfth (1/12) of sixty percent (60.0%) of the Implementation Price shall be earned monthly during the first twelve (12) months of the Contract term. Payment shall be made upon presentation of evidence that progress has been made by the Contractor consistent with the Contractor’s Work Plan for the Implementation Phase. Twenty percent (20.0%) of the Implementation Price shall become earned ten (10) business days following the Contractor’s commencement of the Operations Phase. Fifteen percent (15.0%) of the Implementation Price shall become earned forty (40) business days following the Contractor’s commencement of the Operations Phase . Five percent (5.0%) of the Implementation Price shall become earned five (5) business days following certification of the Iowa MMIS system by the Centers for Medicare and Medicaid Services (CMS). Operations and Transition Payment: One twelfth (1/12) of the annual operations and transition payment shall be earned monthly and invoiced the month following the month in which services are performed. During any state fiscal year DHS may withhold up to twelve (12%) percent of the Contractor’s annual compensation for operations and transition services for failure to perform, provided, however, that DHS may withhold no more, under this section 6.1 of the Contract, than the following: July: 0% of Annual Compensation July through August: 0% of Annual Compensation July through September: 3% of Annual Compensation July through October: 4% of Annual Compensation July through November: 5% of Annual Compensation July through December: 6% of Annual Compensation July through January 7% of Annual Compensation July through February 8% of Annual Compensation July through March 9% of Annual Compensation July though April 10% of Annual Compensation July though May 11% of Annual Compensation July through June 12% of Annual Compensation No amount shall be withheld when failure to perform is due solely to another’s action or failure to act, including, without limitation, DHS’ action or failure to act. The amount withheld for failure to perform a requirement or to meet a standard under this Contract shall be released to the Contractor upon presentation to DHS of satisfactory evidence of successful implementation of a plan to correct the performance failure for which the amount was withheld. If there is any amount withheld at the end of a fiscal year it shall be released to the Contractor upon successful implementation of the plan of correction in the subsequent fiscal year. If there is an amount withheld at termination of this Contract or at the end of the Contract term, the amount withheld shall be placed in escrow, and the Contractor and the State shall agree on steps the Contractor shall take to earn the balance in escrow. If the total amount withheld for failure to perform a requirement or meet a standard under or this Contract is greater than one hundred dollars ($100.00) for more than three (3) consecutive months during or after the term of the Contract the Contractor shall forfeit five (5%) of the withheld amount to DHS.

Performance Based Contract. Contractor acknowledges that this is a fixed price performance based Contract and that the Contractor is obligated to perform all of the Contractor’s Responsibilities and meet all of the Contractor Performance Standards in this Contract. DHS acknowledges that it is responsible for meeting all State Responsibilities in the RFP and this Contract. The price for Implementation is $7,153,200506,846. The prices for Operations and Transition in the Base Term are: SFY 2006 $5,666,700 839,184 SFY 2007 $5,961,400 860,812 SFY 2008 $6,266,000 SFY 2009 $6,580,500 SFY 2010 $6,905,700 886,225 The prices for the three two (32) Renewal Option Years are: SFY 2011 2009 $7,246,200 909,301 SFY 2012 2010 $7,593,800 SFY 2013 $7,953,500 939,485 In addition to the price identified herein, A) If the Contractor requested equipment and supplies in their Bid Proposal for the Implementation, the Department will provide the equipment and supplies if approved; B) During the Operations, Transition, and Renewal Option Years, if applicable, the Department will provide the Contractor the equipment and supplies specified in Attachment 2; C) Prices are inclusive of all EDI costs and charges. The Change Service Request (CSR) hourly rate is $85 per hour. This rate is only applicable to work prioritized and approved by the Department if additional systems resources must be provided to perform beyond the daily resources identified in the table of organization submitted by Noridian on June 18, 2004 (Attachment 5), as handling the systems maintenance and enhancements to the MMIS. Prior to June 30, 2005, DHS and the Contractor shall agree on sources of, and methodologies for evaluating, and the format for reporting, the performance of the Contractor. All performance reports shall be a matter of public record. Without limiting any other provision of this Contract, payment of the Contractor’s Compensation may, in the sole discretion of DHS, be tied to contract performance as follows: Implementation Payment: One-twelfth (1/12) of sixty percent (60.0%) of the Implementation Price shall be earned monthly during the first twelve (12) months of the Contract term. Payment shall be made upon presentation of evidence that progress has been made by the Contractor consistent with the Contractor’s Work Plan for the Implementation Phase. Twenty percent (20.0%) of the Implementation Price shall become earned ten (10) business days following the Contractor’s commencement of the Operations Phase. Fifteen percent (15.0%) of the Implementation Price shall become earned forty (40) business days following the Contractor’s commencement of the Operations Phase Phase. Five percent (5.0%) of the Implementation Price shall become earned five (5) business days following certification of the Iowa MMIS system by the Centers for Medicare and Medicaid Services (CMS). Operations and Transition Payment: One twelfth (1/12) of the annual operations and transition payment shall be earned monthly and invoiced the month following the month in which services are performed. During any state fiscal year DHS may withhold up to twelve (12%) percent of the Contractor’s annual compensation for operations and transition services for failure to perform, provided, however, that DHS may withhold no more, under this section 6.1 of the Contract, than the following: July: 0% of Annual Compensation July through August: 0% of Annual Compensation July through September: 3% of Annual Compensation July through October: 4% of Annual Compensation July through November: 5% of Annual Compensation July through December: 6% of Annual Compensation July through January 7% of Annual Compensation July through February 8% of Annual Compensation July through March 9% of Annual Compensation July though April 10% of Annual Compensation July though May 11% of Annual Compensation July through June 12% of Annual Compensation No amount shall be withheld when failure to perform is due solely to another’s action or failure to act, including, without limitation, DHS’ action or failure to act. The amount withheld for failure to perform a requirement or to meet a standard under this Contract shall be released to the Contractor upon presentation to DHS of satisfactory evidence of successful implementation of a plan to correct the performance failure for which the amount was withheld. If there is any amount withheld at the end of a fiscal year it shall be released to the Contractor upon successful implementation of the plan of correction in the subsequent fiscal year. If there is an amount withheld at termination of this Contract or at the end of the Contract term, the amount withheld shall be placed in escrow, and the Contractor and the State shall agree on steps the Contractor shall take to earn the balance in escrow. If the total amount withheld for failure to perform a requirement or meet a standard under or this Contract is greater than one hundred dollars ($100.00) for more than three (3) consecutive months during or after the term of the Contract the Contractor shall forfeit five (5%) of the withheld amount to DHS.

Performance Based Contract. Contractor acknowledges that this is a fixed price performance based Contract for all revenue collection services except Estate Recovery, which is a contingent fee-based price of 7.5% of estate recoveries, and that the Contractor is obligated to perform all of the Contractor’s Responsibilities and meet all of the Contractor Performance Standards in this Contract. DHS acknowledges that it is responsible for meeting all State Responsibilities in the RFP and this Contract. The price for Implementation is $7,153,200727,000. The prices for Operations and Transition in the Base Term areare 7.5% contingency fee for Estate Recoveries plus: SFY 2006 $5,666,700 1,737,000 SFY 2007 $5,961,400 1,791,000 SFY 2008 $6,266,000 SFY 2009 $6,580,500 SFY 2010 $6,905,700 1,845,000 The prices for the three two (32) Renewal Option Years areare 7.5% contingency fee for Estate Recoveries plus: SFY 2011 2009 $7,246,200 1,899,000 SFY 2012 2010 $7,593,800 SFY 2013 $7,953,500 1,943,000 In addition to the price identified herein, A) If the Contractor requested equipment and supplies in their Bid Proposal for the Implementation, the Department will provide the equipment and supplies if approved; B) During the Operations, Transition, and Renewal Option Years, if applicable, the Department will provide the Contractor the equipment and supplies specified in Attachment 2; C) Prices are inclusive of all EDI costs and charges. The Change Service Request (CSR) hourly rate is $85 per hour. This rate is only applicable to work prioritized and approved by the Department if additional systems resources must be provided to perform beyond the daily resources identified in the table of organization submitted by Noridian on June 18, 2004 (Attachment 5), as handling the systems maintenance and enhancements to the MMIS. Prior to June 30, 2005, DHS and the Contractor shall agree on sources of, and methodologies for evaluating, and the format for reporting, the performance of the Contractor. All performance reports shall be a matter of public record. Without limiting any other provision of this Contract, payment of the Contractor’s Compensation may, in the sole discretion of DHS, be tied to contract performance as follows: Implementation Payment: One-One- twelfth (1/12) of sixty percent (60.0%) of the Implementation Price shall be earned monthly during the first twelve (12) months of the Contract term. Payment shall be made upon presentation of evidence that progress has been made by the Contractor consistent with the Contractor’s Work Plan for the Implementation Phase. Twenty percent (20.0%) of the Implementation Price shall become earned ten (10) business days following the Contractor’s commencement of the Operations Phase. Fifteen percent (15.0%) of the Implementation Price shall become earned forty (40) business days following the Contractor’s commencement of the Operations Phase . Five percent (5.0%) of the Implementation Price shall become earned five (5) business days following certification of the Iowa MMIS system by the Centers for Medicare and Medicaid Services (CMS). Operations and Transition Payment: One twelfth (1/12) of the annual operations and transition payment shall be earned monthly and invoiced the month following the month in which services are performed. During any state fiscal year DHS may withhold up to twelve percent (12%) percent of the Contractor’s annual compensation for operations and transition services for failure to perform, provided, however, that DHS may withhold no more, under this section 6.1 of the Contract, than the following: July: 0% of Annual Compensation July through August: 0% of Annual Compensation July through September: 3% of Annual Compensation July through October: 4% of Annual Compensation July through November: 5% of Annual Compensation July through December: 6% of Annual Compensation July through January 7% of Annual Compensation July through February 8% of Annual Compensation July through March 9% of Annual Compensation July though April 10% of Annual Compensation July though May 11% of Annual Compensation July through June 12% of Annual Compensation No amount shall be withheld when failure to perform is due solely to another’s action or failure to act, including, without limitation, DHS’ action or failure to act. The amount withheld for failure to perform a requirement or to meet a standard under this Contract shall be released to the Contractor upon presentation to DHS of satisfactory evidence of successful implementation of a plan to correct the performance failure for which the amount was withheld. If there is any amount withheld at the end of a fiscal year it shall be released to the Contractor upon successful implementation of the plan of correction in the subsequent fiscal year. If there is an amount withheld at termination of this Contract or at the end of the Contract term, the amount withheld shall be placed in escrow, and the Contractor and the State shall agree on steps the Contractor shall take to earn the balance in escrow. If the total amount withheld for failure to perform a requirement or meet a standard under or this Contract is greater than one hundred dollars ($100.00) for more than three (3) consecutive months during or after the term of the Contract the Contractor shall forfeit five (5%) of the withheld amount to DHS.

Performance Based Contract. Contractor acknowledges that this is a fixed price performance based Contract and that the Contractor is obligated to perform all of the Contractor’s Responsibilities and meet all of the Contractor Performance Standards in this Contract. DHS acknowledges that it is responsible for meeting all State Responsibilities in the RFP and this Contract. The price for Implementation is $7,153,2001,200,000. The prices for Operations and Transition in the Base Term are: SFY 2005 $1,000,000 SFY 2006 $5,666,700 2,100,000 SFY 2007 $5,961,400 1,600,000 SFY 2008 $6,266,000 SFY 2009 $6,580,500 SFY 2010 $6,905,700 1,500,000 The prices for the three two (32) Renewal Option Years are: SFY 2011 2009 $7,246,200 1,500,000 SFY 2012 2010 $7,593,800 SFY 2013 $7,953,500 1,500,000 In addition to the price identified herein, A) If the Contractor requested equipment and supplies in their Bid Proposal for the Implementation, the Department will provide the equipment and supplies if approved; B) During the Operations, Transition, and Renewal Option Years, if applicable, the Department will provide the Contractor the equipment and supplies specified in Attachment 2; C) Prices are inclusive of all EDI costs and charges. The Change Service Request (CSR) hourly rate is $85 per hour. This rate is only applicable to work prioritized and approved by the Department if additional systems resources must be provided to perform beyond the daily resources identified in the table of organization submitted by Noridian on June 18, 2004 (Attachment 5), as handling the systems maintenance and enhancements to the MMIS85. Prior to June 30, 2005, DHS and the Contractor shall agree on sources of, and methodologies for evaluating, and the format for reporting, the performance of the Contractor. All performance reports shall be a matter of public record. Without limiting any other provision of the RFP or of this Contract, payment of the Contractor’s Compensation may, in the sole discretion of DHS, be tied to contract performance as follows: Implementation Payment: One-twelfth (1/12) of sixty percent (60.0%) of the Implementation Price shall be earned monthly during the first twelve (12) months of the Contract term. Payment shall be made upon presentation of evidence that progress has been made by the Contractor consistent with the Contractor’s Work Plan for the Implementation Phase. Twenty percent (20.0%) of the Implementation Price shall become earned ten (10) business days following the Contractor’s commencement of the Operations Phase. Fifteen percent (15.0%) of the Implementation Price shall become earned forty (40) business days following the Contractor’s commencement of the Operations Phase Phase. Five percent (5.0%) of the Implementation Price shall become earned five (5) business days following certification of the Iowa MMIS system by the Centers for Medicare and Medicaid Services (CMS). Operations and Transition Payment: One twelfth Twelfth (1/12) of the annual operations and transition payment shall be earned monthly and invoiced the month following the month in which services are performed. During any state fiscal year DHS may withhold up to twelve (12%) percent of the Contractor’s annual compensation for operations and transition services for failure to perform, provided, however, that DHS may withhold no more, under this section 6.1 of the Contract, than the following: July: 0% of Annual Compensation July through August: 0% of Annual Compensation July through September: 3% of Annual Compensation July through October: 4% of Annual Compensation July through November: 5% of Annual Compensation July through December: 6% of Annual Compensation July through January 7% of Annual Compensation July through February 8% of Annual Compensation July through March 9% of Annual Compensation July though April 10% of Annual Compensation July though May 11% of Annual Compensation July through June 12% of Annual Compensation No amount shall be withheld when failure to perform is due solely to another’s action or failure to act, including, without limitation, DHS’ action or failure to act. The amount withheld for failure to perform a requirement or to meet a standard under this Contract shall be released to the Contractor upon presentation to DHS of satisfactory evidence of successful implementation of a plan to correct the performance failure for which the amount was withheld. If there is any amount withheld at the end of a fiscal year it shall be released to the Contractor upon successful implementation of the plan of correction in the subsequent fiscal year. If there is an amount withheld at termination of this Contract or at the end of the Contract term, the amount withheld shall be placed in escrow, and the Contractor and the State shall agree on steps the Contractor shall take to earn the balance in escrow. If the total amount withheld for failure to perform a requirement or meet a standard under or this Contract is greater than one hundred dollars ($100.00) for more than three (3) consecutive months during or after the term of the Contract the Contractor shall forfeit five (5%) of the withheld amount to DHS.

Performance Based Contract. Contractor acknowledges that this is a fixed price performance based Contract and that the Contractor is obligated to perform all of the Contractor’s Responsibilities and meet all of the Contractor Performance Standards in this Contract. DHS acknowledges that it is responsible for meeting all State Responsibilities in the RFP and this Contract. The price for Implementation is $7,153,2001,544,586. The prices for Operations and Transition in the Base Term are: SFY 2006 $5,666,700 2,183,190 SFY 2007 $5,961,400 2,183,190 SFY 2008 $6,266,000 SFY 2009 $6,580,500 SFY 2010 $6,905,700 2,183,190 The prices for the three two (32) Renewal Option Years are: SFY 2011 2009 $7,246,200 2,497,600 SFY 2012 2010 $7,593,800 SFY 2013 $7,953,500 2,497,600 In addition to the price identified herein, A) If the Contractor requested equipment and supplies in their Bid Proposal for the Implementation, the Department will provide the equipment and supplies if approved; B) During the Operations, Transition, and Renewal Option Years, if applicable, the Department will provide the Contractor the equipment and supplies specified in Attachment 2; C) Prices are inclusive of all EDI costs and charges. The Change Service Request (CSR) hourly rate is $85 per hour. This rate is only applicable to work prioritized and approved by the Department if additional systems resources must be provided to perform beyond the daily resources identified in the table of organization submitted by Noridian on June 18, 2004 (Attachment 5), as handling the systems maintenance and enhancements to the MMIS. Prior to June 30, 2005, DHS and the Contractor shall agree on sources of, and methodologies for evaluating, and the format for reporting, the performance of the Contractor. All performance reports shall be a matter of public record. Without limiting any other provision of the RFP or of this Contract, payment of the Contractor’s Compensation may, in the sole discretion of DHS, be tied to contract performance as follows: Implementation Payment: One-twelfth (1/12) of sixty percent (60.0%) of the Implementation Price shall be earned monthly during the first twelve (12) months of the Contract term. Payment shall be made upon presentation of evidence that progress has been made by the Contractor consistent with the Contractor’s Work Plan for the Implementation Phase. Twenty percent (20.0%) of the Implementation Price shall become earned ten (10) business days following the Contractor’s commencement of the Operations Phase. Fifteen percent (15.0%) of the Implementation Price shall become earned forty (40) business days following the Contractor’s commencement of the Operations Phase . Five percent (5.0%) of the Implementation Price shall become earned five (5) business days following certification of the Iowa MMIS system by the Centers for Medicare and Medicaid Services (CMS). Operations and Transition Payment: One twelfth (1/12) of the annual operations and transition payment shall be earned monthly and invoiced the month following the month in which services are performed. During any state fiscal year DHS may withhold up to twelve (12%) percent of the Contractor’s annual compensation for operations and transition services for failure to perform, provided, however, that DHS may withhold no more, under this section 6.1 of the Contract, than the following: July: 0% of Annual Compensation July through August: 0% of Annual Compensation July through September: 3% of Annual Compensation July through October: 4% of Annual Compensation July through November: 5% of Annual Compensation July through December: 6% of Annual Compensation July through January 7% of Annual Compensation July through February 8% of Annual Compensation July through March 9% of Annual Compensation July though April 10% of Annual Compensation July though May 11% of Annual Compensation July through June 12% of Annual Compensation No amount shall be withheld when failure to perform is due solely to another’s action or failure to act, including, without limitation, DHS’ action or failure to act. The amount withheld for failure to perform a requirement or to meet a standard under this Contract shall be released to the Contractor upon presentation to DHS of satisfactory evidence of successful implementation of a plan to correct the performance failure for which the amount was withheld. If there is any amount withheld at the end of a fiscal year it shall be released to the Contractor upon successful implementation of the plan of correction in the subsequent fiscal year. If there is an amount withheld at termination of this Contract or at the end of the Contract term, the amount withheld shall be placed in escrow, and the Contractor and the State shall agree on steps the Contractor shall take to earn the balance in escrow. If the total amount withheld for failure to perform a requirement or meet a standard under or this Contract is greater than one hundred dollars ($100.00) for more than three (3) consecutive months during or after the term of the Contract the Contractor shall forfeit five (5%) of the withheld amount to DHS.