CALIFORNIA FORENSIC MEDICAL GROUP, INC. AND WELLPATH

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DocuSign Envelope ID: 6225CE08-C2AA-4269-9AF5-9311 FF666B41 is interfered with and which, by the exercise of reasonable diligence, said Party is unable to prevent; the Party so suffering may, at its option, suspend, without liability, the performance of its obligations hereunder during the period such cause continues. 11.7 MATERIAL CHANGES IN SCOPE OR CIRCUMSTANCES, OR EMERGENCY CIRCUMSTANCES. If at any time during the Tenn of this Agreement, the City requests a change in the scope, volume, quality/degree or quantum of services to be provided by Contractor, or the scope of services set out herein must materially be changed as a result of any of the following, any of which would result in an increase to the cost of providing the services or which Contractor notifies the City affects CFMG's ability to provide the requested scope of services Under the circumstances, (a "Material Change Circumstance"), including, but not limited to any of the following: There is or are new, amended, and/or repealed law(s) or regulation(s) (including statutes, codes, Agency orders/memoranda and/or case law), or changes to the Client's policies, procedures, practices, or circumstances, any or all of which render performance under the Agreement partially or completely impracticable or impossible under the Agreement's existing terms; The United States Food and Drug Administration ("FDA") or another regulatory body approves (or issues an emergency use authorization 'for) a new therapy/ies or treatment modality/ies, there are changes to legal/regulatory requirements concerning the treatment of Client's patients, and/or changes to the applicable standard of care that materially impact the Contractor's ability to provide services and/or costs under the Agreement; Contractor's performance hereunder is impacted by any event related to a Public Health Emergency (PHE) declared pursuant to Section 319 of the Public Health Service Act, a Disaster declaration pursuant to the Stafford Act (2 U.S.C. §§ 5121-5207), or any similar announcement or proclamation made by the Federal Government or any Federal Agency, any Federally recognized Native American Tribe, or any State, County/Parish or Local Government pursuant to an analogous provision of Federal or non -Federal law or rule (each, an "Emergency Circumstance"). the parties shall follow the procedures outlined in Subsection 11.7.1 below 113.1 In the event of any Material Change Circumstance, upon notice from a Party, the Patties shall meet and in good faith re -negotiate the terms of this Agreement. Material changes agreed upon by the parties are subject to approval by the City Council for the City of Santa Ana. Changes which do not increase the overall compensation to this Agreement may be approved by the City Manager and the City Attorney. Neither Patty shall unreasonably delay or withhold consent to such negotiations, or the proposed modifications resulting from such negotiations. In the event the Parties are not able to reach mutually acceptable changes to the Agreement after thirty (30) days, either Party may thereafter terminate the Agreement without cause upon providing ninety 90 days' notice thereafter. 11.8 PERFORMANCE MEASURES. The City may assess penalties in the following amounts related to CFMG's failure to meet the standards listed below. CFMG and City agree that such penalties may be provided as invoice credits by Contractor upon the mutual agreement of the parties in writing. Page 16 of 16