Common use of FEES, ORDERING, AND PAYMENT PROCEDURE Clause in Contracts

FEES, ORDERING, AND PAYMENT PROCEDURE. Fees and Charges In consideration for the Supplier’s performance obligations under this Contract, VDOT shall pay Supplier the fee(s) owed pursuant to the schedule of fees and charges as set forth on Exhibit B attached to this Contract. Supplier will only be entitled to those fees owed for Supplier’s performance obligations and any additional Products and Services provided to VDOT in accordance with the scope of this Contract and the Requirements, as authorized by Exhibit A, and per VDOT’s SOW. The fees, and any associated discounts, will be applicable throughout the Term of this Contract unless modified pursuant to the terms and conditions below. In the event the fees or discounts apply for any period less than the entire Term, Supplier agrees that it will not increase the fees during the first twelve (12) month period following the Effective Date, and will not increase the fees more than once in any subsequent twelve (12) month period thereafter. No increase in fee amounts will exceed the lesser of three percent (3%) or the annual increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the Department of Labor (xxxx://xxx.xxx.xxx/cpi/home.htm) for the period ending 60 to 90 days prior to the effective date of the increase compared with the same index one (1) year prior. Supplier must submit any change in price in writing to VDOT in accordance with the above and will not become effective for 60 calendar days thereafter. Supplier agrees to offer price reductions to ensure compliance with the “Competitive Pricing” section of this Contract below.

FEES, ORDERING, AND PAYMENT PROCEDURE. A. Fees and Charges In consideration for the Supplier’s performance obligations under this Contract, VDOT DMAS shall pay Supplier the fee(s) owed pursuant to the schedule of fees and charges as set forth on Exhibit B attached to this Contract. Supplier will only be entitled to those fees owed for Supplier’s performance obligations and any additional Products and Services provided to VDOT DMAS in accordance with the scope of this Contract and the Requirements, as authorized by Exhibit A, and per VDOT’s SOWthe Contract. The fees, and any associated discounts, will be applicable throughout the Contract Term of this Contract unless modified pursuant to the terms and conditions below. In the event the fees or discounts apply for any period less than the entire Term, Supplier agrees that it will not request an increase in the fees during the first twelve (12) month period following the Effective Date, Date and will not request an increase in the fees more than once in any subsequent twelve (12) month period thereafter. No increase in fee amounts will exceed the lesser of three percent (3%) or the annual increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the Department of Labor (xxxx://xxx.xxx.xxx/cpi/home.htmhxxx://xxx.xxx.xxx/xxx/home.htm) for the period ending 60 to 90 days prior to the effective date of the increase compared with the same index one (1) year prior. Supplier and DMAS will work in good faith to agree on an appropriate change in pricing. Supplier must submit any change in price in writing to VDOT DMAS if the change impacts any the Contract and/or Requirements and in accordance with the above and will not become effective for 60 calendar days thereafter. Supplier agrees to offer price reductions to ensure compliance with the “Competitive Pricing” section of this Contract below.

FEES, ORDERING, AND PAYMENT PROCEDURE. ‌ A. Fees and Charges Charges‌ In consideration for the Supplier’s performance obligations under this Contract, VDOT VDH shall pay Supplier the fee(s) owed pursuant to the schedule of fees and charges as set forth on Exhibit B attached to this Contract. Supplier will only be entitled to those fees owed for Supplier’s performance obligations and any additional Products and Services provided to VDOT VDH in accordance with the scope of this Contract and the Requirements, as authorized by Exhibit A, and per VDOT’s SOWof the Contract. The fees, and any associated discounts, will be applicable throughout the Term of this Contract unless modified pursuant to the terms and conditions below. In the event the fees or discounts apply for any period less than the entire Term, Supplier agrees that it will not increase the fees during the first twelve (12) month period following the Effective Date, and will not increase the fees more than once in any subsequent twelve (12) month period thereafter. No increase in fee amounts will exceed the lesser of three percent (3%) or the annual increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the Department of Labor (xxxx://xxx.xxx.xxx/cpi/home.htm) for the period ending 60 to 90 days prior to the effective date of the increase compared with the same index one (1) year prior. Supplier must submit any change in price in writing to VDOT VDH in accordance with the above and will not become effective for 60 calendar days thereafter. Supplier agrees to offer price reductions to ensure compliance with the “Competitive Pricing” section of this Contract below.

FEES, ORDERING, AND PAYMENT PROCEDURE. Fees X. Xxxx and Charges In consideration for the Supplier’s performance obligations under this Contract, VDOT an Authorized User shall pay Supplier the fee(s) owed pursuant to the schedule of fees and charges as set forth on Exhibit B attached to this Contract. Supplier will only be entitled to those fees owed for Supplier’s performance obligations and any additional Products and Services provided to VDOT an Authorized User in accordance with the scope of this Contract and the Requirements, as authorized by Exhibit A, and per VDOTthe Authorized User’s order or SOW. The fees, and any associated discounts, will be applicable throughout the Contract Term of this Contract unless modified pursuant to the terms and conditions below. In the event the fees or discounts apply for any period less than the entire Term, Supplier agrees that it will not increase the fees during the first twelve (12) month period following the Effective Date, and will not increase the fees more than once in any subsequent twelve (12) month period thereafter. No increase in fee amounts will exceed the lesser of three percent (3%) or the annual increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the Department of Labor (xxxx://xxx.xxx.xxx/cpi/home.htm) for the period ending 60 to 90 days prior to the effective date of the increase compared with the same index one (1) year prior. Supplier must submit any change in price in writing to VDOT VITA and to the Authorized User if the change impacts any order or SOW and in accordance with the above and will not become effective for 60 calendar days thereafter. Supplier agrees to offer price reductions to ensure compliance with the “Competitive Pricing” section of this Contract below.

FEES, ORDERING, AND PAYMENT PROCEDURE. Fees Xxxx and Charges In consideration for the Supplier’s performance obligations under this Contract, VDOT OAG shall pay Supplier the fee(s) owed pursuant to the schedule of fees and charges as set forth on Exhibit B attached to this Contract. Supplier will only be entitled to those fees owed for Supplier’s performance obligations and any additional Products and Services provided to VDOT OAG in accordance with the scope of this Contract and the Requirements, as authorized by Exhibit A, and per VDOTOAG’s order or SOW. The fees, and any associated discounts, will be applicable throughout the Contract Term of this Contract unless modified pursuant to the terms and conditions below. In the event the fees or discounts apply for any period less than the entire Term, Supplier agrees that it will not request an increase in the fees during the first twelve (12) month period following the Effective Date, Date and will not request an increase in the fees more than once in any subsequent twelve (12) month period thereafter. Beginning 12 months after the Effective Date, Supplier may request in writing an adjustment to the prices set forth in Exhibit B to this Contract. No increase in fee amounts will exceed the lesser of three percent (3%) or the annual increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the Department of Labor (xxxx://xxx.xxx.xxx/cpi/home.htm) for the period ending 60 to 90 days prior to the effective date of the increase compared with the same index one (1) year prior. Supplier and OAG will work in good faith to agree on an appropriate change in pricing. Supplier must submit any change in price in writing to VDOT OAG if the change impacts any order or SOW and in accordance with the above and will not become effective for 60 calendar days thereafter. Supplier agrees to offer price reductions to ensure compliance with the “Competitive Pricing” section of this Contract below.

FEES, ORDERING, AND PAYMENT PROCEDURE. A. Fees and Charges In consideration for the Supplier’s performance obligations under this Contract, VDOT DMAS shall pay Supplier the fee(s) owed pursuant to the schedule of fees and charges as set forth on Exhibit B attached to this Contract. Supplier will only be entitled to those fees owed for Supplier’s performance obligations and any additional Products and Services provided to VDOT DMAS in accordance with the scope of this Contract and the Requirements, as authorized by Exhibit A, and per VDOT’s DMAS’ order or SOW. The fees, and any associated discounts, will be applicable throughout the Contract Term of this Contract unless modified pursuant to the terms and conditions below. In the event the fees or discounts apply for any period less than the entire Term, Supplier agrees that it will not request an increase in the fees during the first twelve (12) month period following the Effective Date, Date and will not request an increase in the fees more than once in any subsequent twelve (12) month period thereafter. No increase in fee amounts will exceed the lesser of three percent (3%) or the annual increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the Department of Labor (xxxx://xxx.xxx.xxx/cpi/home.htm) for the period ending 60 to 90 days prior to the effective date of the increase compared with the same index one (1) year prior. Supplier and DMAS will work in good faith to agree on an appropriate change in pricing. Supplier must submit any change in price in writing to VDOT DMAS if the change impacts any order or SOW and in accordance with the above and will not become effective for 60 calendar days thereafter. Supplier agrees to offer price reductions to ensure compliance with the “Competitive Pricing” section of this Contract below.

FEES, ORDERING, AND PAYMENT PROCEDURE. Fees and Charges In consideration for the Supplier’s performance obligations under this Contract, VDOT an Authorized User shall pay Supplier the fee(s) owed pursuant to the schedule of fees and charges as set forth on Exhibit B attached to this Contract. Supplier will only be entitled to those fees owed for Supplier’s performance obligations and any additional Products and Services provided to VDOT an Authorized User in accordance with the scope of this Contract and the Requirements, as authorized by Exhibit A, and per VDOTthe Authorized User’s order or SOW. The fees, and any associated discounts, will be applicable throughout the Term of this Contract unless modified pursuant to the terms and conditions below. In the event the fees or discounts apply for any period less than the entire Term, Supplier agrees that it will not increase the fees during the first twelve (12) month period following the Effective Date, and will not increase the fees more than once in any subsequent twelve (12) month period thereafter. No increase in fee amounts will exceed the lesser of three percent (3%) or the annual increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the Department of Labor (xxxx://xxx.xxx.xxx/cpi/home.htm) for the period ending 60 to 90 days prior to the effective date of the increase compared with the same index one (1) year prior. Supplier must submit any change in price in writing to VDOT DMAS and to the Authorized User if the change impacts any SOW or order and in accordance with the above and will not become effective for 60 calendar days thereafter. Supplier agrees to offer price reductions to ensure compliance with the “Competitive Pricing” section of this Contract below. Reproduction Rights for Supplier-Provided Software At an Authorized User’s request, Supplier shall provide the Authorized User with a reproducible, portable data storage device (e.g. CD-ROM or USB flash drive) of Software and Updates. The Authorized User will be responsible for making copies and distributing the Software and Updates as required. Within 30 calendar days of the end of each calendar quarter, the Authorized User shall provide to Supplier a report of the net number of additional copies of the Software or Updates or both deployed during the quarter. Supplier will invoice such Authorized User for the net number of new licenses reported as deployed. Demonstration and/or Evaluation If the Supplier’s contractual obligations include the provision of a Solution, an Application and Licensed Services, or Software-as-a-Service, at the request of any Authorized User, then Supplier shall perform any reasonable demonstration of its Solution, Application and Licensed Services, or Software-as-a Service at the Authorized User’s location and at no charge. If the Supplier’s contractual obligations include the provision of Software, then the Supplier shall provide the Software to any Authorized User for evaluation purposes at no charge. The evaluation period will be determined by the complexity of testing but will be a period not less than 30 calendar days. Each new project is entitled to an evaluation copy regardless of whether an Authorized User has previously purchased the Software. Ordering All Authorized Users have the right to license or purchase Supplier’s Products or Services under this Contract, but Authorized Users have no obligation to purchase or license from Supplier any of Supplier’s Products or Services. [[Modify the following sentence only if this Contract is mandatory use for any Authorized User]] This Contract is optional use and non-exclusive, and all Authorized Users may, at their sole discretion, purchase, license or otherwise receive benefits from third party suppliers of products and services similar to, or in competition with, the Products and Services provided by Supplier. Supplier shall accept any order or placed by an Authorized User through the Commonwealth’s electronic procurement website portal, eVA (xxxx://xxx.xxx.xxxxxxxx.xxx/). Agencies, as defined by Code § 2.2-2006, and legislative, judicial, and independent agencies of the Commonwealth, must order through eVA. All other Authorized Users are encouraged to order through eVA, but may order through the following means: i. Purchase Order (“PO”): An official PO form issued by an Authorized User. ii. Any other order/payment charge or credit card process, such as AMEX, MASTERCARD, or VISA under contract for use by an Authorized User. This ordering authority is limited to issuing orders or SOWs for the contractual offerings and Requirements available under the scope of this Contract. No Authorized User have the authority to modify this Contract under any circumstances. An order or SOW from an Authorized User may contain additional terms and conditions. In the event that the terms and conditions of the Authorized User’s order or SOW are inconsistent with the terms and conditions of this Contract, the terms of this Contract will supersede. [[FOR HARDWARE CONTRACTS ADD FOLLOWING (delete all HW optional text if not used):]] If the Contract allows for the provision of hardware Product, an Authorized User may order Maintenance Services for any Product at any time during the Term of the Contract, irrespective of whether such Product is covered under warranty or maintenance at the time the order is issued to Supplier. Each order will identify: iii. Product and, if applicable, serial number, for which Maintenance Services will be provided, iv. Maintenance Level to be provided, and v. MCP for the Product Maintenance. Authorized User may elect, at any time, another Maintenance Level offered by Supplier. Such amendment will take effect within 30 calendar days following Supplier’s receipt of Authorized User’s written notice, in the form of a modification to an order or SOW. [[Use 1 of 2 following options; Option 1]] Unless otherwise agreed to by the Authorized User and Supplier, the MCP for a unit of Product will be one (1) year from the effective date of any signed order or SOW for Maintenance on such Product. [[end Option 1]] [[Option 2]] Co-termination of MCP, TBD based on Supplier proposal. [[end Option 2]] [[END HW ADDITIONAL LANGUAGE]] Supplier shall not accept any order or SOW from an Authorized User if the order or SOW is to be funded, in whole or in part, by federal funds and if, at the time the order or SOW is placed, Supplier is not eligible to be the recipient of federal funds as may be noted on any of the Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs. ALL CONTRACTUAL OBLIGATIONS UNDER THIS CONTRACT IN CONNECTION WITH AN ORDER OR SOW PLACED BY ANY AUTHORIZED USER ARE THE SOLE OBLIGATION OF SUCH AUTHORIZED USER AND NOT THE RESPONSIBILITY OF DMAS UNLESS THE AUTHORIZED USER IS DMAS. Statement of Work A SOW, in the format provided for in Exhibit C attached to this Contract, is required for any orders placed by an Authorized User pursuant to this Contract. Supplier shall perform any and all contractual obligations at the times and locations set forth in the applicable SOW and at the rates set forth in Exhibit B to this Contract. All SOWs will be of a fixed price type unless DMAS issues a written authorization for a time and materials type SOW. The fixed price SOWs may, with the written approval of DMAS, contain a cost-reimbursable line item(s) for pre-approved travel expenses pursuant to the provisions of the “Reimbursement of Expenses” subsection below. If a time and materials type SOW is authorized, Supplier Personnel shall maintain daily time records of hours and tasks performed that must be submitted or made available for inspection by the Authorized User upon 48 hours advance written notice. Any change to an SOW must be described in a written change request, in the format provided in Exhibit D. Either Party to an SOW may issue a change request that will be subject to written approval of the other Party before it becomes part of this Contract. In no event will any SOW or any modification require the Supplier to provide any Products or Services that are beyond the scope of this Contract as such scope is defined in Exhibit A, which is attached to this Contract and incorporated by reference. Invoice Procedures Supplier shall remit each invoice to the “xxxx-to” address provided with the order promptly after all Supplier’s performance obligations have been accepted and in accordance with the milestone payment schedule, if any, in the applicable order or SOW. Payment for any support services, as authorized in the Contract and the Authorized User’s applicable order or SOW, will be annually in arrears unless otherwise stated in this Contract, or in any order or SOW referencing this Contract. No invoice may include any costs other than those identified in the signed order or SOW, and those costs must be in accordance with the schedule of fees listed on Exhibit B. Without limiting the foregoing, all shipping costs are the Supplier’s responsibility except to the extent shipping charges are identified in Exhibit B and noted in any signed order or SOW referencing this Contract. Supplier shall issue invoices that identify, at a minimum: i. Dates/periods that invoice covers, including any service or subscription periods, as applicable. ii. Line item description of the Deliverable(s) applicable to this Contract, including any components or service type, and, if applicable, the project milestone. iii. Quantity, charge and extended pricing for each line item iv. Applicable date of the order or SOW or both v. This Contract number and the applicable order number or SOW number or both vi. Supplier’s Federal Employer Identification Number (“FEIN”) Any terms included on Supplier’s invoice will have no force or effect and will in no way bind the Authorized User. Purchase Payment Terms Supplier is responsible for the accuracy of its billing information. Supplier may not issue invoices pursuant to this Contract until all of Supplier's performance obligations have been accepted and are in accordance with the milestone payment schedule in the applicable order or SOW, or until after services have been rendered. Charges for Deliverables, Components or Services accepted more than 90 calendar days prior to receipt of a valid invoice may not be paid. In the event Supplier repeatedly over-bills an Authorized User, the Authorized User may assess a one percent (1%) charge for the amount over-billed for each month that such over-billing continues. Reimbursement of Expenses Authorized User shall pay, or reimburse Supplier, for all reasonable and actual travel-related expenses for greater than 30 miles from portal to portal incurred by Supplier during the relevant period. An Authorized User will only be liable to pay for Supplier’s travel-related expenses, including transportation, meals, lodging and incidental expenses, that have been authorized by the Authorized User in advance in the order or SOW. The travel-related expenses will be reimbursable at the then-current per diem amounts as published by the Virginia Department of Accounts (xxxx://xxx.xxx.xxxxxxxx.xxx/). Authorized Users who are not public bodies may have their own per diem amounts applicable to Supplier's pre-approved travel expenses. All reimbursed expenses will be billed to the Authorized User on a pass-through basis without any markup by Supplier. At Authorized User’s request, Supplier shall provide copies of receipts for all travel expenses over US$30.00. Disputed Charges If, before payment of an invoice, an Authorized User notifies the Supplier in writing of a disputed charge, Authorized User will have the right to withhold payment of the disputed amount until the dispute is settled or finally resolved. Supplier shall respond in writing to Authorized User’s notification of a disputed charge acknowledging Supplier’s receipt of the dispute within five (5) business days. Any charges disputed by Authorized User will be resolved (whether by credit or explanation of the charge to the Authorized User’s satisfaction) in the Authorized User’s required format within two (2) billing cycles (60 calendar days) following Authorized User’s written notification. In the absence of the Supplier’s written evidence identifying the merit of the disputed amounts, Authorized User will not be obligated to pay the disputed amounts and may consider the matter concerning the specific identified amounts closed. Authorized User will not pay any disputed amounts that remain unresolved after 120 calendar days. If a disputed charge is reversed, Supplier shall reverse all associated surcharges, regulatory charges and taxes.