CONTRACT AMENDMENT COVER SHEET

[Pages:5]CONTRACT AMENDMENT COVER SHEET

Agency Tracking #

Edison ID

Contract #

31865-004 70 Contractor Legal Entity Name

51758

Deloitte Consulting LLP Amendment Purpose & Effect(s)

Term Extension, Maximum Liability Increase, and Language

Amendment Changes Contract End Date:

YES

NO

End Date:

TOTAL Contract Amount INCREASE or DECREASE per this Amendment (zero if N/A):

Funding --

FY

State

Federal

Interdepartmental

Other

2017 2018 2019 2020 2021 2022 2023 2024 2025 TOTAL:

$3,456,86 7 .0 0 $7,276,27 3 .3 0 $12,892,6 9 3. 93 $7,633,00 1 .8 4 $21,159,3 8 6. 96 $30,583,7 7 2. 32 $21,044,5 5 7. 89 $20,448,9 1 3. 64 $11,150,8 0 9. 57 $135,646, 2 76 .4 5

$31,111,8 0 3. 05 $48,993,6 8 7. 74 $67,686,6 4 3. 13 $53,857,4 0 9. 62 $111,086, 7 81 .5 7 $115,053, 2 38 .7 2 $95,710,8 5 9. 65 $122,107, 9 81 .5 5 $41,869,7 2 0. 94 $687,478, 1 25 .9 7

Amendment # 6

Edison Vendor ID 00001351 63

September 30,2024 $ 163,721,787.47

TOTAL Contract Amount $34,568,670.05 $56,269,961.04 $80,579,337.06 $61,490,411.46

$132,246,168.53 $145,637,011.04 $116,755,417.54 $142,556,895.19

$53,020,530.51

$823,124,402.42

Budget Officer Confirmation: There is a balance in the appropriation from which obligations hereunder are required to be paid that is not already encumbered to pay other obligations.

Crystal G. Allen

Digitally signed by: Crystal G. Allen DN: CN = Crystal G. Allen email = Crystal.G.Allen@ C = US O = TennCare OU = Budget Date: 2023.08.23 08:59:01 -06'00'

Speed Chart (optional)

Account Code (optional)

CPO USE

1

AMENDMENT #6 OF CONTRACT 51758 BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF FINANCE AND ADMINISTRATION, DIVISION OF HEALTH CARE FINANCE AND ADMINISTRATION

AND DELOITTE CONSULTING LLP

This Amendment is made and entered by and between the State of Tennessee, Department of Finance and Administration, Division of TennCare, hereinaf ter ref erred to as the "State" and Deloitte Consulting LLP, hereinafter referred to as the "Contractor." For good and valuable consideration, the suf ficiency of which is hereby acknowledged, it is mutually understood and agreed by and between said, undersigned contracting parties that the subject contract is hereby amended as f ollows:

1. Contract sections B.1 is hereby deleted in its entirety and replaced with the following:

B.1 This Contract shall be effective for the period beginning October 1, 2016 ("Effective Date") and ending on September 30, 2024 ("Term"). The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date.

2. Contract Section C.1. is deleted in its entirety and replaced with the following:

C.1 Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed Eight Hundred Twenty-Three Million One Hundred Twenty-Four Thousand Four Hundred Two Dollars and FortyTwo Cents ($823,124,402.42) ("Maximum Liability"). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid f or goods or services provided under this Contract af ter a purchase order is issued to Contractor by the State or as otherwise specified by this Contract.

3. Contract Section C.3.c(1) is deleted in its entirety and replaced with the following:

1) Compensation to the Contractor f or Special Project Change Orders shall not exceed Four Hundred Seventeen Million Fourteen Thousand Nine Hundred Eighty-Three Dollars and Twenty-Seven Cents ($417,014,983.27).

Required Approvals. The State is not bound by this Amendment until it is signed by the contract parties and approved by appropriate officials in accordance with applicable Tennessee laws and regulations (depending upon the specifics of this contract, said of ficials may include, but are not limited to, the Commissioner of Finance and Administration, the Commissioner of Human Resources, and the Comptroller of the Treasury).

Amendment Effective Date. The revisions set forth herein shall be effective once all required approvals are obtained. All other terms and conditions of this Contract not expressly amended herein shall remain in full force and effect.

IN WITNESS WHEREOF, DELOITTE CONSULTING LLP:

Michael Connors

SIGNATURE

PRINTED NAME AND TITLE OF SIGNATORY (above)

DATE 8/18/2023

DEPARTMENT OF FINANCE AND ADMINISTRATION, DIVISION OF TENNCARE:

JIM BRYSON, COMMISSIONER

8/18/2023

DATE

2

CONTRACT AMENDMENT COVER SHEET

Agency Tracking #

Edison ID

Contract #

31865-00470

51758

Contractor Legal Entity Name

Deloitte Consulting, LLP

Amendment Purpose & Effect(s)

Term Extension, Maximum Liability Increase, and Language

Amendment Changes Contract End Date:

YES

NO

End Date:

Amendment #

5

Edison Vendor ID

0000135163

September 30,2023

TOTAL Contract Amount INCREASE or DECREASE per this Amendment (zero if N/A):

Funding --

FY

State

2017 $3,456,867.00

2018 $7,276,273.30

Federal

Interdepartmental

$31,111,803.05

$48,993,687.74

2019 $12,892,693.93 $67,686,643.13

2020 $7,633,001.84 $53,857,409.62

2021 $21,159,386.96 $111,086,781.57

2022 $30,583,772.32 $115,053,238.72

2023 $21,044,557.89 $95,710,859.65

2024 $5,461,028.87 $26,394,60.3

TOTAL: $ $

Other

$ 127,422,549.89

TOTAL Contract Amount

$34,568,670.05 $56,269,961.04 $80,579,337.06 $61,490,411.46 $132,246,168.53 $145,637,011.04 $116,755,417.54 $31,855,63.2

$659,402,614.95

Budget Officer Confirmation: There is a balance in the appropriation from which obligations hereunder are required to be paid that is not already encumbered to pay other obligations.

Crystal G. Allen

Digitally signed by: Crystal G. Allen DN: CN = Crystal G. Allen email = Crystal.G.Allen@ C = US O = TennCare OU = TennCare/Budget Date: 2022.06.20 17:10:27 -06'00'

Speed Chart (optional)

Account Code (optional)

CPO USE

1

AMENDMENT #5 OF CONTRACT 51758 BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF FINANCE AND ADMINISTRATION, DIVISION OF HEALTH CARE FINANCE AND ADMINISTRATION

AND DELOITTE CONSULTING LLP

This Amendment is made and entered by and between the State of Tennessee, Department of Finance and Administration, Division of TennCare, hereinaf ter ref erred to as the "State" and Deloitte Consulting LLP, hereinaf ter ref erred to as the "Contractor." For good and valuable consideration, the suf fic iency of which is hereby acknowledged, it is mutually understood and agreed by and between said, undersigned contracting parties that the subject contract is hereby amended as follows:

1. Contract sections B.1 and B.2 are hereby deleted in their entirety and replaced with the following:

B.1 This Contract shall be effective for the period beginning October 1, 2016 ("Effective Date") and ending on September 30, 2023 ("Term"). The State shall have no obligation f or goods or services provided by the Contractor prior to the Effective Date.

B.2 Renewal Options. This Contract may be renewed upon satisfactory completion of the Term. The State reserves the right to execute up to RQH () renewal options under the same terms and conditions for a period not to exceed twelve (12) months each by the State, at the State's sole option. In no event, however, shall the maximum term, including all renewals or extensions, exceed a total of ninety-six (96) months. All renewals will be ef f ectuated via a mutually agreed to amendment pursuant to Section D.3 of this Contract.

2. Contract Section C.1. is deleted in its entirety and replaced with the following:

C.1 Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed Six Hundred Fifty-Nine Million Four Hundred Two Thousand Six Hundred Fourteen Dollars and Ninety-Five Cents ($ 659,402,614.95) ("Maximum Liability"). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid f or goods or services provided under this Contract af ter a purchase order is issued to Contractor by the State or as otherwise specified by this Contract.

3. Contract Section C.3.c(1) is deleted in its entirety and replaced with the following:

1) Compensation to the Contractor f or Special Project Change Orders shall not exceed Three Hundred Eighteen Million Four Hundred Three Thousand Two Hundred Ninety -Two Dollars and Fif ty-Three Cents ($ 318,403,292.53).

Required Approvals. The State is not bound by this Amendment until it is signed by the contract parties and approved by appropriate of ficials in accordance with applicable Tennessee laws and regulations (depending upon the specifics of this contract, said officials may include, but are not limited to, the Commissioner of Finance and Administration, the Commissioner of Human Resources, and the Comptroller of the Treasury).

Amendment Effective Date. The revisions set forth herein shall be effective once all required approvals are obtained. All other terms and conditions of this Contract not expressly amended herein shall remain in f ull f orce and effect.

1

IN WITNESS WHEREOF, DELOITTE CONSULTING LLP:

SIGNATURE 0LFKDHO)&RQQRUV3ULQFLSDO

PRINTED NAME AND TITLE OF SIGNATORY (above)

$XJXVW DATE

DEPARTMENT OF FINANCE AND ADMINISTRATION,

DIVISION OF TENNCARE:

Jim Bryson

Digitally signed by Jim Bryson Date: 2022.09.15 09:00:34 -05'00'

JIM BRYSON, COMMISSIONER

DATE

2

CONTRACT AMENDMENT COVER SHEET

Agency Tracking #

Edison ID

Contract #

31865-00470

51758

Contractor Legal Entity Name

Deloitte Consulting, LLP

Amendment Purpose & Effect(s) Term Extension, Maximum Liability Increase, and Language

Amendment # 4

Edison Vendor ID 0000135163

Amendment Changes Contract End Date:

YES

NO

End Date:

September 30,2022

TOTAL Contract Amount INCREASE or DECREASE per this Amendment (zero if N/A):

Funding --

FY

State

2017 $3,456,867.00

Federal $31,111,803.05

Interdepartmental

2018 $7,276,273.30 $48,993,687.74

2019 $12,892,693.93 $67,686,643.13

2020 $7,633,001.84 $53,857,409.62

2021 $21,159,386.96 $111,086,781.57

2022 $30,583,772.32 $115,053,238.72

2023 $4,661,471.29 $16,527,034.59

Other

TOTAL: $75,332,293.74 $456,647,771.32

$ 135,450,000.00

TOTAL Contract Amount $34,568,670.05 $56,269,961.04 $80,579,337.06 $61,490,411.46

$132,246,168.53 $145,637,011.04

$21,188,505.88 $531,980,065.06

Budget Officer Confirmation: There is a balance in the appropriation from which obligations hereunder are required to be paid that is not already encumbered to pay other obligations.

=DQH6HDOV

CPO USE

Speed Chart (optional)

Account Code (optional)

1

AMENDMENT #4 OF CONTRACT 51758 BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF FINANCE AND ADMINISTRATION, DIVISION OF HEALTH CARE FINANCE AND ADMINISTRATION

AND DELOITTE CONSULTING LLP

This Amendment is made and entered by and between the State of Tennessee, Department of Finance and Administration, Division of TennCare, hereinafter referred to as the "State" and Deloitte Consulting LLP, hereinafter referred to as the "Contractor." For good and valuable consideration, the sufficiency of which is hereby acknowledged, it is mutually understood and agreed by and between said, undersigned contracting parties that the subject contract is hereby amended as follows:

1. Contract sections B.1 and B.2 are hereby deleted in their entirety and replaced with the following:

B.1 This Contract shall be effective for the period beginning October 1, 2016 ("Effective

Date") and ending on September 30, 2022 ("Term"). The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date.

B.2 Renewal Options. This Contract may be renewed upon satisfactory completion of the

Term. The State reserves the right to execute up to three (3) renewal options under the same terms and conditions for a period not to exceed twelve (12) months each by the State, at the State's sole option. In no event, however, shall the maximum term, including all renewals or extensions, exceed a total of ninety-six (96) months. All renewals will be effectuated via a mutually agreed to amendment pursuant to Section D.3 of this Contract.

2. Contract Section C.1. is deleted in its entirety and replaced with the following:

C.1 Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed Five Hundred Thirty-One Million Nine Hundred Eighty Thousand Sixty-Five Dollars and Six Cents ($531,980,065.06) ("Maximum Liability"). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract.

3. Contract Section C.3.c(1) is deleted in its entirety and replaced with the following:

1) Compensation to the Contractor for Special Project Change Orders shall not exceed Two Hundred Fifty-One Million Six Hundred Fifty-Nine Thousand Eight Hundred Fourteen Dollars and Twenty-One Cents ($251,659,814.21).

Required Approvals. The State is not bound by this Amendment until it is signed by the contract parties and approved by appropriate officials in accordance with applicable Tennessee laws and regulations (depending upon the specifics of this contract, said officials may include, but are not limited to, the Commissioner of Finance and Administration, the Commissioner of Human Resources, and the Comptroller of the Treasury).

Amendment Effective Date. The revisions set forth herein shall be effective once all required approvals are obtained. All other terms and conditions of this Contract not expressly amended herein shall remain in full force and effect.

1

IN WITNESS WHEREOF, DELOITTE CONSULTING LLP:

SIGNATURE

Michael Connors, Principal

PRINTED NAME AND TITLE OF SIGNATORY (above)

May 25, 2021

DATE

DEPARTMENT OF FINANCE AND ADMINISTRATION, DIVISION OF TENNCARE:

Butch Eley

BUTCH ELEY, COMMISSIONER

Digitally signed by Butch Eley Date: 2021.05.25 15:09:25 -05'00'

DATE

2

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