Common use of Pass-Through Expenses Clause in Contracts

Pass-Through Expenses. (a) If a Work Order provides that a Pass-Through Expense is to be paid by LAUSD directly, Contractor will promptly provide LAUSD with the original third-party invoice for the Pass-Through Expense. If a Work Order provides that a Pass- Through Expense is to be paid by Contractor, Contractor will act as payment agent for LAUSD and will pay third-party charges comprising the Pass-Through Expense. For each Pass-Through Expense, Contractor will review the corresponding invoiced charges to determine whether the charges are proper and valid and should be paid, and will provide LAUSD with a statement to that effect. Where Contractor is paying a Pass-Through Expense on LAUSD's behalf, Contractor will provide LAUSD with a reasonable opportunity to review the applicable invoice. Following this review, Contractor will pay the amounts due and will invoice LAUSD for the charges. (b) Contractor will use commercially reasonable efforts to minimize Pass-Through Expenses. With respect to services or materials paid for on a Pass-Through Expense basis, LAUSD reserves the right to: (i) obtain these services or materials directly from a third party; (ii) designate the third party source for these services or materials; (iii) designate the particular services or materials (e.g., equipment make and model) that Contractor will obtain, provided that if Contractor demonstrates to LAUSD that this designation will have an adverse impact on Contractor’s ability to meet applicable service levels, this designation will be subject to Contractor’s approval; (iv) require Contractor to identify and consider multiple sources for these services or materials or to conduct a competitive procurement; and (v) review and approve the Pass-Through Expense for these services or materials before entering into a contract for these services or materials.

Pass-Through Expenses. (a) If a Work Order provides that a Pass-Through Expense is to be paid by LAUSD directly, Contractor will promptly provide LAUSD with the original third-party invoice for the Pass-Through Expense. If a Work Order provides that a Pass- Pass-Through Expense is to be paid by Contractor, Contractor will act as payment agent for LAUSD and will pay third-party charges comprising the Pass-Through Expense. For each Pass-Through Expense, Contractor will review the corresponding invoiced charges to determine whether the charges are proper and valid and should be paid, and will provide LAUSD with a statement to that effect. Where Contractor is paying a Pass-Through Expense on LAUSD's behalf, Contractor will provide LAUSD with a reasonable opportunity to review the applicable invoice. Following this review, Contractor will pay the amounts due and will invoice LAUSD for the charges. (b) Contractor will use commercially reasonable efforts to minimize Pass-Through Expenses. With respect to services or materials paid for on a Pass-Through Expense basis, LAUSD reserves the right to: (i) obtain these services or materials directly from a third party; (ii) designate the third party source for these services or materials; (iii) designate the particular services or materials (e.g., equipment make and model) that Contractor will obtain, provided that if Contractor demonstrates to LAUSD that this designation will have an adverse impact on Contractor’s ability to meet applicable service levels, this designation will be subject to Contractor’s approval; (iv) require Contractor to identify and consider multiple sources for these services or materials or to conduct a competitive procurement; and (v) review and approve the Pass-Through Expense for these services or materials before entering into a contract for these services or materials.

Pass-Through Expenses. FNF shall reimburse LPS, at cost, for the pass-through expenses mutually agreed by FNF and LPS in writing and required by LPS in providing the Services (a) If a Work Order provides that a the “Pass-Through Expense is Expenses”), to be paid the extent such Pass-Through Expenses are actually incurred by LAUSD directly, Contractor LPS for resources and/or activities and to the extent actually supporting Services for FNF. LPS will promptly provide LAUSD FNF with the original third-party invoice for such expense, together with a statement that LPS has reviewed the Pass-Through Expense. If invoiced charges and made a Work Order provides that a Pass- Through Expense is to determination of which charges are proper and valid and will be paid by ContractorFNF. Otherwise, Contractor LPS will act as payment agent for LAUSD FNF and will pay all third-party charges comprising the Pass-Through ExpenseExpenses. For each Pass-Through Expense, Contractor will review the corresponding invoiced charges to determine whether the charges are proper and valid and should be paid, and will provide LAUSD with a statement to that effect. Where Contractor is paying a Pass-Through Expense on LAUSD's behalf, Contractor will provide LAUSD with a reasonable opportunity to review the applicable invoice. Following this review, Contractor LPS will pay the amounts due and will invoice LAUSD FNF for such charges as part of the charges. (b) Contractor monthly billing. LPS will use commercially reasonable efforts to minimize the amount of Pass-Through Expenses. With respect to services or materials paid for on a Pass-Through Expense basis, LAUSD FNF reserves the right to: (i) obtain these such services or materials directly from a third party; (ii) designate the third party source for these such services or materials; (iii) designate the particular services or materials (e.g., such as equipment make and model) that Contractor LPS will obtain, provided that if Contractor demonstrates to LAUSD that this designation will have an adverse impact on Contractor’s ability to meet applicable service levels, this designation will be subject to Contractor’s approval; (iv) require Contractor LPS to identify and consider multiple sources for these such services or materials or to conduct a competitive procurementand evaluate the responses from such sources; and (v) review and approve the a Pass-Through Expense for these such services or materials before entering into a contract for these such services or materials.

Pass-Through Expenses. (a) Pass-Through Expenses are charges to be paid directly by RCSI or by RCSI through First Data. All Pass-Through Expenses are listed in Exhibit C-3 hereto. If a Work Order provides the Parties agree that a particular Pass-Through Expense is to be paid by LAUSD RCSI directly, Contractor will First Data shall promptly provide LAUSD RCSI with the original third-party invoice for such expense together with a statement that First Data has reviewed the Pass-Through Expense. If invoiced charges and made a Work Order provides that a Pass- Through Expense is to determination of which charges are proper and valid and should be paid by ContractorRCSI. Otherwise, Contractor will First Data shall act as payment agent for LAUSD RCSI and will shall pay third-party charges comprising the Pass-Through Expense. For each Pass-Through ExpensePrior to making any such payment, Contractor will however, First Data shall review the corresponding invoiced charges to determine whether the such charges are proper and valid and should be paid. Upon request and subject to First Data’s confidentiality requirements with its suppliers, and will First Data shall provide LAUSD with a statement to that effect. Where Contractor is paying a Pass-Through Expense on LAUSD's behalf, Contractor will provide LAUSD RCSI with a reasonable opportunity to review the applicable invoiceinvoice to confirm First Data’s determination. Following this reviewsuch review by First Data and RCSI, Contractor will First Data shall pay the amounts due and will shall invoice LAUSD RCSI for the such charges. (b) Contractor will First Data shall use commercially reasonable efforts to minimize Pass-Through Expenses***. With respect to services or materials paid for on a Pass-Through Expense Expenses basis, LAUSD RCSI reserves the right to: (i) obtain these such services or materials directly from a third party***; (ii) designate the third party source *** for these such services or materials; (iii) designate the particular services or materials (e.g., equipment make and model) that Contractor will *** First Data shall obtain, provided that if Contractor First Data demonstrates to LAUSD RCSI that this such designation will have an adverse impact on ContractorFirst Data’s ability to meet applicable service levelsthe Service Levels, this such designation will shall be subject to Contractor’s approval***; (iv) require Contractor to identify and consider multiple sources for these services or materials or to conduct a competitive procurementFirst Data *** share the results thereof with RCSI; and (v) review and approve the Pass-Through Expense for these such services or materials before entering into a contract for these services or materials***.

Pass-Through Expenses. (a) Pass-Through Expenses are charges to be paid directly by RCSI or through First Data. All Pass-Through Expenses are listed in Schedule C. If a Work Order provides the Parties agree that a particular Pass-Through Expense is to be paid by LAUSD RCSI directly, Contractor will First Data shall promptly provide LAUSD RCSI with the original third-party invoice for such expense together with a statement that First Data has reviewed the Pass-Through Expense. If invoiced charges and made a Work Order provides that a Pass- Through Expense is to determination of which charges are proper and valid and should be paid by ContractorRCSI. Otherwise, Contractor will First Data shall act as payment agent for LAUSD RCSI and will shall pay third-party charges comprising the Pass-Through Expense. For each Pass-Through ExpensePrior to making any such payment, Contractor will however, First Data shall review the corresponding invoiced invoice charges to determine whether the such charges are proper and valid and should be paid. Upon request and subject to First Data’s confidentiality requirements with its suppliers, and will First Data shall provide LAUSD with a statement to that effect. Where Contractor is paying a Pass-Through Expense on LAUSD's behalf, Contractor will provide LAUSD RCSI with a reasonable opportunity to review the applicable invoiceinvoice to confirm First Data’s determination. Following this reviewsuch review by First Data and RCSI, Contractor will First Data shall pay the amounts due and will shall invoice LAUSD RCSI for the such charges. (b) Contractor will First Data shall use commercially reasonable efforts Commercially Reasonable Efforts to minimize Pass-Through Expenses***. With respect to services or materials paid for on a Pass-Through Expense Expenses basis, LAUSD RCSI reserves the right to: : (i) obtain these such services or materials directly from a third party; ***; (ii) designate the third party source for these such services or materials; ; (iii) designate the particular services or materials (e.g., equipment make and model) that Contractor will First Data shall obtain, provided that if Contractor First Data demonstrates to LAUSD RCSI that this such designation will have an adverse impact on ContractorFirst Data’s ability to meet applicable service levelsthe Service Levels, this such designation will shall be subject to Contractor’s approval; ***; (iv) require Contractor First Data to identify and consider multiple sources for these services or materials or to conduct a competitive procurement*** share the results thereof with RCSI; and and (v) review and approve the Pass-Through Expense for these such services or materials before entering into a contract for these services or materials***.

Pass-Through Expenses. (a) If a Work Order this Agreement provides that a Pass-Through Expense is to be paid by LAUSD directly, Contractor will promptly provide LAUSD with the original third-party invoice for the Pass-Through Expense. If a Work Order this Agreement provides that a Pass- Pass-Through Expense is to be paid by Contractor, Contractor will act as payment agent for LAUSD and will timely pay third-party charges comprising the Pass-Through Expense. For each Pass-Pass- Through Expense, Contractor will review the corresponding invoiced charges to determine whether the charges are proper and valid and should be paid, and will provide LAUSD with a statement to that effect. Where Contractor is paying a Pass-Through Expense on LAUSD's behalf, Contractor will provide LAUSD with a reasonable opportunity to review the applicable invoice. Following this review, Contractor will pay the amounts due and will invoice LAUSD for the charges. (b) Contractor will use commercially reasonable efforts to minimize Pass-Through Expenses. With respect to services or materials paid for on a Pass-Through Expense basis, LAUSD reserves the right to: (i) obtain these services or materials directly from a third party; (ii) designate the third party source for these services or materials; (iii) designate the particular services or materials (e.g., equipment make and model) that Contractor will obtain, provided that if Contractor demonstrates to LAUSD that this designation will have an adverse impact on Contractor’s ability to meet applicable service levelsService Levels, this designation will be subject to Contractor’s approval; (iv) require Contractor to identify and consider multiple sources for these services or materials or to conduct a competitive procurement; and (v) review and approve the Pass-Through Expense for these services or materials before entering into a contract for these services or materials.

Pass-Through Expenses. (a) If a Work Order this Agreement provides that a Pass-Through Expense is to be paid by LAUSD directly, Contractor will promptly provide LAUSD with the original third-party invoice for the Pass-Through Expense. If a Work Order this Agreement provides that a Pass- Pass-Through Expense is to be paid by Contractor, Contractor will act as payment agent for LAUSD and will timely pay third-party charges comprising the Pass-Through Expense. For each Pass-Through Expense, Contractor will review the corresponding invoiced charges to determine whether the charges are proper and valid and should be paid, and will provide LAUSD with a statement to that effect. Where Contractor is paying a Pass-Through Expense on LAUSD's behalf, Contractor will provide LAUSD with a reasonable opportunity to review the applicable invoice. Following this review, Contractor will pay the amounts due and will invoice LAUSD for the charges. (b) Contractor will use commercially reasonable efforts to minimize Pass-Through Expenses. With respect to services or materials paid for on a Pass-Through Expense basis, LAUSD reserves the right to: (i) obtain these services or materials directly from a third party; (ii) designate the third party source for these services or materials; (iii) designate the particular DocuSign Envelope ID: 57FE9282-E46A-43D1-831B-4F549CBE8B96 services or materials (e.g., equipment make and model) that Contractor will obtain, provided that if Contractor demonstrates to LAUSD that this designation will have an adverse impact on Contractor’s ability to meet applicable service levelsService Levels, this designation will be subject to Contractor’s approval; (iv) require Contractor to identify and consider multiple sources for these services or materials or to conduct a competitive procurement; and (v) review and approve the Pass-Through Expense for these services or materials before entering into a contract for these services or materials.