Common use of Consideration and Payment Clause in Contracts

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the work set forth in this Contract, Maryland shall pay the Contractor in accordance with the terms of this Contract and at the prices quoted in the Contractor’s Cost Proposal. Unless properly modified (see above Section 2), payment to the Contractor pursuant to this Contract, including the initial term and any renewal term, shall not exceed the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work. 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made no later than 30 days after Maryland’s receipt of a proper invoice from the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty days after the date of the State’s payment of the amount on which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicable. Final payment under this Contract will not be made until after certification is received from the Comptroller of the State that all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption. 4.3 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.4 Payment of an invoice by Maryland is not evidence that services were rendered as required under this Contract.

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the work set forth in requirements of this Contract, Maryland the State shall pay the Contractor in accordance with the terms not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of this the ceiling amount of any TOA without the prior written approval of the Contract and Manager is at the prices quoted in the Contractor’s Cost Proposalrisk of non-payment. Unless properly modified (see above Section 2)Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, payment regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor pursuant to this Contract, including the initial term and any renewal term, shall not exceed the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work. 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than 30 thirty (30) days after Marylandthe State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty (30) days after the date of the State’s payment acceptance of all deliverables required under the amount on TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicableare prohibited. Final The final payment under this Contract a TOA or SWO will not be made until after certification is received from the Comptroller of the State receives certification that Contractor has paid all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemptiontaxes. 4.3 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.4 Payment of 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an invoice by Maryland exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is not evidence that services were rendered as required under this Contract.

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the work set forth in requirements of this Contract, Maryland the State shall pay the Contractor in accordance with the terms not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of this the ceiling amount of any TOA without the prior written approval of the Contract and Manager is at the prices quoted in the Contractor’s Cost Proposalrisk of non-payment. Unless properly modified (see above Section 2)Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, payment regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor pursuant to this Contract, including the initial term and any renewal term, shall not exceed the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work. 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than 30 thirty (30) days after Marylandthe State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty (30) days after the date of the State’s payment acceptance of all deliverables required under the amount on TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicableare prohibited. Final The final payment under this Contract a TOA or SWO will not be made until after certification is received from the Comptroller of the State receives certification that Contractor has paid all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemptiontaxes. 4.3 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.4 Payment of 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an invoice by Maryland exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is not evidence that services were rendered as required under this Contract_ .

Consideration and Payment. 4.1 6.1. In consideration of the satisfactory performance transfer or sell of the work said Flat/Unit TOGETHER WITH the car parking space earmarked for the said Flat/Unit and situate in the ground floor of the said premises more fully and particularly described and mentioned in the SECOND SCHEDULE hereunder written TOGETEHR ALSO WITH the proportionate indefeasible share in the land on which the building comprising of the said Flat/Unit is erected and/or built and attributable to the floor area contained in the said Flat/Unit more fully and particularly described and mentioned in the FIRST SCHEDULE hereunder written TOGETHER WITH the proportionate indefeasible share in the common areas, portions, rights and facilities specified in the FIFTH SCHEDULE hereunder written at or for the total consideration of Rs. ) only at a rate of Rs. per sq. ft. for sq.ft. of super built up area of the flat / unit and a further sum of Rs. on account of covered / uncovered car parking space for one car only aggregating to a sum of Rs. (Rupees 6.2. Consideration shall be payable by the Purchaser in installments and/or in stages in the manner more fully and particularly specified and mentioned in the THIRD SCHEDULE hereunder written. 6.3. Time for payment shall always be the essence of the contract. 6.4. All payments shall be made at the address of the Developer against proper receipts being granted by them and it being expressly agreed that the Purchaser shall not be entitled and agreed not to set forth up any oral agreement regarding the payments and/or any variation or modification of the terms and conditions herein contained unless confirmed by the Owners in this Contractwriting. 6.5. The Purchaser has also agreed to pay to the Developer in addition to the consideration herein above proportionately, Maryland all applicable statutory outgoings and expenses including all charges and costs for any alterations in the said flat or unit or any other extra facilities or specification in constructions etc. which the Owners may on a later date decide to provide which is presently not taken into consideration. 6.6. Over and above the aforesaid consideration, the Purchaser shall pay the Contractor in accordance also deposit with the terms Developer the amount, the details of this Contract and at the prices quoted which are mentioned in the Contractor’s Cost ProposalFOURTH SCHEDULE hereunder written and payment of such amount in full shall be made at or before taking possession of the said unit or flat. 6.7. Unless properly modified (see above Section 2), At or before taking possession of the said Flat/Unit the Purchaser shall be liable and agrees to make payment of the proportionate share of his one time contributions and also deposits which shall include the proportionate share of costs to be incurred or incurred by the Developer towards payment to the Contractor pursuant West Bengal State Electricity Distribution Company Ltd. in obtaining high-tension or low-tension power connection for the entirety of the complex as also the deposits required to this Contract, be made to the said WBSEDCL for installation of low-tension connection and separate electricity meter or meters for the said Flat/Unit including the initial term and any renewal termproportionate share of the total costs, incurred for laying the main cable in obtaining such electricity to the said complex. 6.8. The Purchaser shall not exceed be entitled to transfer or assign the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, benefits of this agreement or nominate any person till such time full consideration is paid and/or Deed of Conveyance is executed and if the State fails Purchaser shall desire to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, transfer or assign or nominate any person prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any execution of the same due to Deed of Conveyance the existence of any such unfinished work. 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract Purchaser shall be made no later than 30 days after Maryland’s receipt entitled to do so only with the prior written consent of the Developer subject to payment of a proper invoice from the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest further sum calculated at the rate of 9% Rs. 100/- per annum if: (1) The Contractor submits an invoice sq. ft. for the late payment interest within thirty days after the date of the State’s payment of the amount on which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicable. Final payment under this Contract will not be made until after certification is received from the Comptroller of the State that all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption. 4.3 In addition to any other available remedies, if, total super built up space comprised in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse said flat or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officerunit. 4.4 Payment of an invoice by Maryland is not evidence that services were rendered as required under this Contract.

Consideration and Payment. 4.1 In As full consideration of for the satisfactory performance of the work set forth in Contractor’s obligations under this Contract, Maryland shall Company will pay the Contractor in accordance with the terms of this Contract and at the prices quoted in the Contractor’s Cost Proposal. Unless properly modified (see above Section 2), payment to the Contractor pursuant to this Contract, including the initial term and any renewal term, shall not exceed the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least all undisputed amounts within sixty (60) days before payments reach the NTE Amount. After notification of receipt and approval of properly submitted invoice(s), net of any retention amounts that are entitled to be withheld by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior Company pursuant to the stated terms of this Contract. The total amount being reachedof consideration payable for the Work is specified in Exhibit B, Pricing and Payment Schedule, and shall consist of the Contractor shallmonthly fixed fees contained in subsection “a” of Exhibit B and Reimbursable Expenses pursuant to subsection “b” of Exhibit B. All invoices shall be sent monthly for payment in arrears and shall be addressed as follows: (a) promptly consult and work in good faith with Maryland PacifiCorp Attn: _____________ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Phone: INVOICES WHICH DO NOT CONTAIN THE ABOVE INFORMATION, OR ARE NOT ADDRESSED AS ABOVE, MAY CAUSE PAYMENT DELAY. Company may offset any such payment to establish a plan of action to assure that every reasonable effort is undertaken by the reflect amounts owing from Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage Company or vulnerabilities to any of the same due to the existence of any such unfinished work. 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor its subsidiaries pursuant to this Contract shall be made no later than 30 days after Maryland’s receipt of a proper invoice from the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty days after the date of the State’s payment of the amount on which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicable. Final payment under this Contract will not be made until after certification is received from the Comptroller of the State that all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State agreement between the Parties or otherwise. In addition, Company may withhold all payments otherwise due Contractor unless the State Comptroller’s Office grants Contractor an exemption. 4.3 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established has provided any Default Security required by the Procurement Officer. 4.4 Payment of an invoice by Maryland is not evidence that services were rendered as required under this Contract. If required by Company, the final payment, including any retention amounts withheld, shall not become due until Contractor has furnished Company a final release from all claims and demands arising out the Contract in a form acceptable to Company. Upon request by Company, Contractor shall also provide interim and final lien and claim releases executed by Contractor, and interim and final lien and claim releases executed by Subcontractors through the date of each invoice submitted. Company shall not be liable for any amounts for which Contractor fails to invoice Company unless Contractor provides written notice of such failure or invoicing error within six (6) months following the date on which Contractor’s right to receive such amount(s) first arose.

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the work set forth in this ContractContract and any PORFP, Maryland the State shall pay the Contractor in accordance with the not-to-exceed rates and terms of this Exhibit F, Contractor’s Financial Proposal. POs that are on a time and materials basis shall include a not-to- exceed ceiling for payments. Any work performed by the Contractor in excess of the ceiling amount of any PO without the prior written approval of the Contract and Manager is at the prices quoted in the Contractor’s Cost Proposalrisk of non- payment. Unless properly modified (see above Section 2), payment Payments under POs issued on a fixed price basis shall be limited to the Contractor pursuant price specified in the PORFP, regardless of the actual cost to this Contract, including the initial term and any renewal term, shall not exceed the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work. 4.2 Unless a payment Invoices must be provided in the format and on the schedule identified in the PORFP. Each invoice must reflect the Contractor’s federal tax identification number, which is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments . The Contractor’s eMM identification number is . Payments to the Contractor pursuant to this Contract shall be made no later than 30 days after Marylandthe State’s receipt of a proper invoice from the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty days after the date of the State’s payment of the amount on which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interestContractor. Charges for late payment of invoices are authorized only invoices, other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, as from time to time amended, are prohibited. PORFPs may specify periodic payments based on deliverables or stages of completion. A PORFP may specify that a portion of the payments due will be withheld until completion of the PO. The amount withheld from each payment shall be paid to the Contractor within thirty (30) days of the State’s acceptance of all deliverables required under the PO and receipt from the Contractor of a release in a form prescribed by the Public Service Commission State for any claims arising out of Maryland with respect or related to regulated public utilities, as applicablethe PORFP. Final The final payment under this Contract will not be made until after certification is received from the Comptroller of the State that all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption. 4.3 In addition to any other available remedies, remedies if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer.Officer pursuant to this Contract 4.4 Payment of The State will use electronic funds transfer to pay the Contractor for this Contract and any POs thereunder and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an invoice by Maryland is not evidence that services were rendered as required under this Contractexemption.

Consideration and Payment. 4.1 In As consideration for the Purchased Assets and the agreements of Seller contained herein, Buyer shall (i) assume the satisfactory performance of the work Assumed Liabilities, as set forth in Section 3, and (ii) pay to Seller any amount by which the amount of cash remaining in bank accounts of Seller not conveyed to Buyer at the Closing shall be less than one hundred seventy-two thousand five hundred dollars ($172,500) (collectively, the “Consideration”). The Parties mutually agree that the Consideration shall be allocated in accordance with Section 1060 of the Internal Revenue Code, as amended (the “Code”), and an allocation statement prepared by the Parties within ninety (90) calendar days after the Closing Date (the “Allocation Statement”). If the Parties have not adopted an Allocation Statement within ninety (90) calendar days after the Closing Date, any disputed aspects of the Allocation Statement shall be resolved within thirty (30) calendar days thereafter by a law firm or internationally recognized independent public accounting firm mutually acceptable to Seller and Buyer (the “Neutral Arbiters”), which shall resolve such dispute pursuant to, first, the terms of this ContractAgreement and, Maryland second, the application of applicable tax laws to the relevant facts. The decision of the Neutral Arbiters shall pay be final, and the Contractor costs, expenses and fees of the Neutral Arbiters shall be borne equally by Seller and Buyer. The Parties each agree to prepare and file on a timely basis any necessary tax forms setting forth the allocation set forth in the Allocation Statement. The Parties further agree to report this transaction for income tax purposes in accordance with the terms of this Contract Allocation Statement and at the prices quoted each Party agrees to act in accordance with such Allocation Statement in the Contractor’s Cost Proposalcourse of any tax audit, tax review or tax litigation concerning such Party and relating thereto (except as otherwise required by law). Unless properly modified (see above Section 2)Neither Seller nor Buyer will assert that the allocation set forth in the Allocation Statement was not separately bargained for at arm’s-length and in good faith, payment nor take any inconsistent position with such Allocation Statement on any tax return or filing. The Parties agree to furnish or to cause to be furnished to each other upon request as promptly as practicable, such information and assistance relating to the Contractor pursuant to this Contracttransactions hereunder and particulars concerning their entity as is reasonably necessary for the filing of any tax return, including the initial term and any renewal term, shall not exceed the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amountdeclaration or report, the Contractor shall have no obligation making of any election related to perform under this Contract after payments reach taxes, the stated amountpreparation for any audit by any taxing authority, or the prosecution or defense of any claim, suit, or proceeding; provided, however, thatthat such information and assistance shall be provided in a manner that will not unreasonably disrupt the business of the Party providing information or assistance, at the requesting Party’s own cost and expense. Not later than thirty (30) days prior to the stated amount being reachedfiling of their respective Forms 8594 relating to this Agreement if such filing is required by law, the Contractor shall: (a) promptly consult each of Buyer and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior Seller shall deliver to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any other a copy of the same due to the existence of any such unfinished workits Form 8594. 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made no later than 30 days after Maryland’s receipt of a proper invoice from the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty days after the date of the State’s payment of the amount on which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicable. Final payment under this Contract will not be made until after certification is received from the Comptroller of the State that all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption. 4.3 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.4 Payment of an invoice by Maryland is not evidence that services were rendered as required under this Contract.

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the work set forth in requirements of this Contract, Maryland the State shall pay the Contractor in accordance with the terms not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of this the ceiling amount of any TOA without the prior written approval of the Contract and Manager is at the prices quoted in the Contractor’s Cost Proposalrisk of non-payment. Unless properly modified (see above Section 2)Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, payment regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor pursuant to this Contract, including the initial term and any renewal term, shall not exceed the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work. 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than 30 thirty (30) days after Marylandthe State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty (30) days after the date of the State’s payment acceptance of all deliverables required under the amount on TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicableare prohibited. Final The final payment under this Contract a TOA or SWO will not be made until after certification is received from the Comptroller of the State receives certification that Contractor has paid all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemptiontaxes. 4.3 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.4 Payment of 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an invoice by Maryland exemption. . 4.6 Contractor’s eMarylandMarketplace vendor identification number is not evidence that services were rendered as required under this Contract._

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the work set forth in requirements of this Contract, Maryland the State shall pay the Contractor in accordance with the terms not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of this the ceiling amount of any TOA without the prior written approval of the Contract and Manager is at the prices quoted in the Contractor’s Cost Proposalrisk of non-payment. Unless properly modified (see above Section 2)Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, payment regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor pursuant to this Contract, including the initial term and any renewal term, shall not exceed the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work. 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than 30 thirty (30) days after Marylandthe State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty (30) days after the date of the State’s payment acceptance of all deliverables required under the amount on TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interestis_ . Charges for late payment of invoices are authorized only other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicableare prohibited. Final The final payment under this Contract a TOA or SWO will not be made until after certification is received from the Comptroller of the State receives certification that Contractor has paid all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemptiontaxes. 4.3 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.4 Payment of 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an invoice by Maryland exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is not evidence that services were rendered as required under this Contract.

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the work set forth in this Contract, Maryland the Department shall pay the Contractor in accordance with the terms of this Contract and at the prices quoted in the rates specified on Exhibit C, Contractor’s Cost Financial Proposal. Unless properly modified (see above Section 2)Except with the express written consent of the Procurement Officer, payment to the Contractor pursuant to this Contract, including the initial term and any renewal term, Contract shall not exceed the contracted amount$ . Contractor shall notify the Contract MonitorAdministrator, in writing, at least sixty (60) 60 days before payments reach the NTE Amountspecified amount. Any work performed by the Contractor in excess of the not-to-exceed amount without the prior written approval of the Procurement Officer is at the Contractor’s risk of non-payment. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work. 4.2 Unless a payment is unauthorized, deferred, delayed, The Contractor(s) shall invoice each individual requesting agency or setnon-off under COMAR 21.02.07, payments State of Maryland government entity for receipt of payment. Payments from State of Maryland agencies to the Contractor pursuant to this Contract shall be made no later than 30 thirty (30) days after Maryland’s the requesting State agency receipt of a proper invoice from for services provided by the Contractor as required Contractor, acceptance by RFP section 3.3the requesting agency of services provided by the Contractor, and pursuant to the conditions outlined in Section 4 of this Contract. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an Each invoice for services rendered shall include the late payment interest within thirty days after the date of the StateContractor’s payment of the amount on Federal Tax Identification Number which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by are prohibited. Invoices shall be submitted to the Public Service Commission of Maryland with respect to regulated public utilities, as applicable. Final payment under this DBM Contract will not be made until after certification is received from the Comptroller of the State that all taxes have been paidAdministrator. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption. 4.3 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.4 Payment of an invoice by Maryland is not evidence that services were rendered as required under this Contract.Contractor’s eMarylandMarketplace vendor ID number is

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the work set forth in requirements of this Contract, Maryland the State shall pay the Contractor in accordance with the terms not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of this the ceiling amount of any TOA without the prior written approval of the Contract and Manager is at the prices quoted in the Contractor’s Cost Proposalrisk of non-payment. Unless properly modified (see above Section 2)Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, payment regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor pursuant to this Contract, including the initial term and any renewal term, shall not exceed the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work. 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than 30 thirty (30) days after Marylandthe State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty (30) days after the date of the State’s payment acceptance of all deliverables required under the amount on TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicableare prohibited. Final The final payment under this Contract a TOA or SWO will not be made until after certification is received from the Comptroller of the State receives certification that Contractor has paid all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemptiontaxes. 4.3 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.4 Payment of 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an invoice by Maryland exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is not evidence that services were rendered as required under this Contract11 .

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the work set forth in requirements of this Contract, Maryland the State shall pay the Contractor in accordance with the terms not-to-exceed rates set forth in Attachment F. TOAs that are on a time and materials basis shall include a not-to-exceed ceiling for payments. Any work performed by the Contractor in excess of this the ceiling amount of any TOA without the prior written approval of the Contract and Manager is at the prices quoted in the Contractor’s Cost Proposalrisk of non-payment. Unless properly modified (see above Section 2)Payments under TOAs issued on a fixed price basis shall be limited to the price specified in the TOA, payment regardless of the actual cost to the Contractor. Payment for Small Work Orders shall be on a fixed price basis at Attachment F not-to-exceed rates. 4.2 Payments to the Contractor pursuant to this Contract, including the initial term and any renewal term, shall not exceed the contracted amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work. 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made in accordance with the TOA or SWO and no later than 30 thirty (30) days after Marylandthe State’s receipt of a proper invoice for performance by the Contractor, acceptance by the State of such performance, and pursuant to the terms of the RFP. TOAs may specify periodic payments based on deliverables or stages of completion. A TOA may specify that a portion of the payments due will be withheld until completion of the TOA. The amount withheld from each payment shall be paid to the Contractor as required by RFP section 3.3. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty (30) days after the date of the State’s payment acceptance of all deliverables required under the amount on TOA and receipt from the Contractor of a release in a form prescribed by the State for any claims arising out of or related to the TORFP. 4.3 Each invoice for services rendered must include the Contractor’s Federal Tax Identification Number which the interest accrued; and (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicableare prohibited. Final The final payment under this Contract a TOA or SWO will not be made until after certification is received from the Comptroller of the State receives certification that Contractor has paid all taxes have been paid. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemptiontaxes. 4.3 4.4 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.4 Payment of 4.5 The State will use electronic funds transfer to pay the Contractor for services pursuant to any TOA or SWO pursuant to this Contract and any other State payments due Contractor unless the State’s Comptroller’s Office grants the Contractor an invoice by Maryland exemption. 4.6 Contractor’s eMarylandMarketplace vendor identification number is not evidence that services were rendered as required under this Contract._

Consideration and Payment. 4.1 In consideration of the satisfactory performance of the work set forth in this Contract, Maryland the Department shall pay the Contractor in accordance with the terms of this Contract and at the prices quoted in on the Contractor’s Cost ProposalFinancial Proposal Form (Attachment F). Unless properly modified (see above Section 22.3), payment to the Contractor pursuant to this Contract, including the initial term and any renewal term, Contract shall not exceed the contracted $ (Not- to-Exceed amount. Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with Maryland to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work). 4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments Payments to the Contractor pursuant to this Contract shall be made no later than 30 thirty (30) days after Marylandthe Department’s receipt of a proper invoice from for services provided by the Contractor as required Contractor, acceptance by RFP section 3.3the Department of services provided by the Contractor, and pursuant to the conditions outlined in Section 4 of this Contract. The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an Each invoice for services rendered must include the late payment interest within thirty days after the date of the StateContractor’s payment of the amount on Federal Tax Identification or Social Security Number for a Contractor who is an individual which the interest accrued; and is (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland. The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interestContractor’s FEIN or SSN). Charges for late payment of invoices are authorized only other than as prescribed by Title 15at Md. Code ▇▇▇., Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland§15-104 as from time-to-time amended, or by are prohibited. Invoices shall be submitted to the Public Service Commission of Maryland with respect to regulated public utilities, as applicable. Final payment under this Contract will not be made until after certification is received from the Comptroller of the State that all taxes have been paidMonitor. Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption. 4.3 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer. 4.4 Payment of an invoice by Maryland the Department is not evidence that services were rendered as required under this Contract.