Common use of Payment for Services and Expenses Clause in Contracts

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 7 contracts

Samples: Professional Services, Professional Services, Professional Services

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Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. The State reserves the right to extend this contract on a month-to-month basis for a period of up to three months after the term of the full contract has been completed. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of $ . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:of

Appears in 6 contracts

Samples: Professional Services, Professional Services, Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor VENDOR NAME for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.42.3. Delaware’s obligation to pay Vendor VENDOR NAME for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of $ . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor VENDOR NAME and it shall be VendorVENDOR NAME’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorVENDOR NAME. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor VENDOR NAME shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor VENDOR NAME a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor VENDOR NAME to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9VENDOR NAME, VENDOR ADDRESS. 2.82.5. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorVENDOR NAME. If an Appendix specifically provides for expense reimbursement, Vendor VENDOR NAME shall be reimbursed only for reasonable expenses incurred by Vendor VENDOR NAME in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.6. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.7. Delaware shall subtract from any payment made to Vendor VENDOR NAME all damages, costs and expenses caused by VendorVENDOR NAME’s negligence, resulting from or arising out of errors or omissions in VendorVENDOR NAME’s work products, which have not been previously paid to Vendor. 2.11VENDOR NAME. 2.8. Invoices shall be submitted to:

Appears in 3 contracts

Samples: Professional Services, Professional Services Agreement, Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. The State reserves the right to extend this contract on a month-to-month basis for a period of up to three months after the term of the full contract has been completed. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 3 contracts

Samples: Professional Services, Professional Services, Professional Services Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from __________, 20 20__ through _________________, 20 20____. The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2Delaware. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix ___, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4___. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ ___, Statement of Work will not exceed the fixed fee amount of $__________. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers and tractors. More detail is included in IRS Publication 510 Excise Taxes located at xxxxx://xxx.xxx.xxx/publications/p510 . Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by a sovereign entityvendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10included in prices quoted. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:: Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project Involvement ________________ ______________________ ____________________ Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law. A project schedule is included in Appendix A. Any delay of services or change in sequence of tasks must be approved in writing by Delaware. In the event that Vendor fails to complete the project or any phase thereof within the time specified in the Contract, or with such additional time as may be granted in writing by Delaware, or fails to prosecute the work, or any separable part thereof, with such diligence as will insure its completion within the time specified in this Agreement or any extensions thereof, Delaware shall suspend the payments scheduled as set forth in Appendix A. In connection with Vendor's provision of the Services, Delaware shall perform those tasks and fulfill those responsibilities specified in the appropriate Appendices. Delaware agrees that its officers and employees will cooperate with Vendor in the performance of services under this Agreement and will be available for consultation with Vendor at such reasonable times with advance notice as to not conflict with their other responsibilities. The services performed by Vendor under this Agreement shall be subject to review for compliance with the terms of this Agreement by Delaware’s designated representatives. Delaware representatives may delegate any or all responsibilities under the Agreement to appropriate staff members and shall so inform Vendor by written notice before the effective date of each such delegation. The review comments of Delaware’s designated representatives may be reported in writing as needed to Vendor. It is understood that Delaware’s representatives’ review comments do not relieve Vendor from the responsibility for the professional and technical accuracy of all work delivered under this Agreement. Delaware shall, without charge, furnish to or make available for examination or use by Vendor as it may request, any data which Delaware has available, including as examples only and not as a limitation: Copies of reports, surveys, records, and other pertinent documents; Copies of previously prepared reports, job specifications, surveys, records, ordinances, codes, regulations, other documents, and information related to the services specified by this Agreement. Vendor shall return any original data provided by Delaware. Delaware shall assist Vendor in obtaining data on documents from public officers or agencies and from private citizens and business firms whenever such material is necessary for the completion of the services specified by this Agreement. Vendor will not be responsible for accuracy of information or data supplied by Delaware or other sources to the extent such information or data would be relied upon by a reasonably prudent contractor. Delaware agrees not to use Vendor’s name, either express or implied, in any of its advertising or sales materials. Vendor reserves the right to reuse the nonproprietary data and the analysis of industry-related information in its continuing analysis of the industries covered.

Appears in 3 contracts

Samples: Professional Services, Professional Services, Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be for three (3) years from , 20 through , 20 . The Contract may be renewed for with two (2) one optional extensions for a period of two (12) year periods through negotiation between the Vendor and Government Support Servicesyears for each extension. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review[Reserved]. 2.3. Delaware will pay Vendor Provider for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of set forth in Appendix . It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by Vendor the Provider in an acceptable fashion and in a timely manner, and it shall be Vendorthe Provider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Providers shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor send Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor Provider to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and suppliesProvider. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligence, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.11. Invoices shall be submitted to: DE Department of Correction, 000 XxXxx Xxxx, Dover, DE 19904 ATTN:

Appears in 2 contracts

Samples: Professional Services, Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.43.1. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee total amount of set forth in Appendix-1. It is expressly understood that the work defined in the appendices Appendix- 1 to this Agreement must be completed by Vendor Provider and it shall be VendorProvider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.53.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-P- Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.63.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Provider shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally Additionally, there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.73.4. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge may be charged interest on the overdue portion at the lower of no more than 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.83.5. Unless provided otherwise in an Appendixthis Agreement, all expenses incurred in the performance of the services are to be paid by VendorProvider. 3.6. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers and tractors. Refer to IRS Publication 510 - Excise Taxes for more detail. Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an Appendix specifically provides for expense reimbursementexemption certificate is requested by a vendor, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance Division of Accounting will work with the services, including, but not necessarily limited to, travel agency and lodging expenses, communications charges, and computer time and supplies. 2.9vendor to complete the appropriate certificate. Delaware is a sovereign entity, and Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreementincluded in prices quoted. 2.103.7. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligencebreach of contract, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.113.8. Invoices shall be submitted to:to DDOC via email at: XXX_XxxxxXxxxxxx_Xxxx@xxxxxxxx.xxx

Appears in 2 contracts

Samples: Professional Services Agreement, Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.42.3. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of $ . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.4. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.5. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.6. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.7. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.112.8. Invoices shall be submitted to:

Appears in 2 contracts

Samples: Professional Services, Professional Services Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract Agreement shall be from , 20 through , 20 . The Contract Agreement may be renewed for two (2) one two (12) year periods through negotiation between the Vendor Provider and Government Support ServicesDelaware. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Provider for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of described in Appendix 1. 2.42.3. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee total amount of set forth in Appendix 1. It is expressly understood that the work defined in the appendices Appendix 1 to this Agreement must be completed by Vendor Provider and it shall be VendorProvider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Providers shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally Additionally, there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.6. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge may be charged interest on the overdue portion at the lower of no more than 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.7. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorProvider. If an Appendix specifically provides for expense reimbursement, Vendor Provider shall be reimbursed only for reasonable expenses incurred by Vendor Provider in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.8. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers and tractors. Refer to IRS Publication 510 - Excise Taxes for more detail. Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by a sovereign entityvendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreementincluded in prices quoted. 2.102.9. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligencebreach of contract, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.112.10. Invoices shall be submitted to:to DDOC via email at: XXX_XxxxxXxxxxxx_Xxxx@xxxxxxxx.xxx

Appears in 2 contracts

Samples: Professional Services Agreement, Professional Services Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor VENDOR NAME for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.42.3. Delaware’s obligation to pay Vendor VENDOR NAME for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of negotiated price structure included in Appendix . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor VENDOR NAME and it shall be VendorVENDOR NAME’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed feeprice structure. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorVENDOR NAME. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor VENDOR NAME shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor VENDOR NAME a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor VENDOR NAME to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9VENDOR NAME, VENDOR ADDRESS. 2.82.5. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorVENDOR NAME. If an Appendix specifically provides for expense reimbursement, Vendor VENDOR NAME shall be reimbursed only for reasonable expenses incurred by Vendor VENDOR NAME in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.6. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.7. Delaware shall subtract from any payment made to Vendor VENDOR NAME all damages, costs and expenses caused by VendorVENDOR NAME’s negligence, resulting from or arising out of errors or omissions in VendorVENDOR NAME’s work products, which have not been previously paid to VendorVENDOR NAME. 2.112.8. Invoices shall be submitted to:to the address provided by the ordering agency.

Appears in 2 contracts

Samples: Professional Services, Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. The State reserves the right to extend this contract on a month-to-month basis for a period of up to three months after the term of the full contract has been completed. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9account set-up in eSupplier portal. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. In accordance with the Internal Revenue Service regulations, the State of Delaware is a sovereign entitygenerally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers, and tractors. More detail is included in IRS Publication 510 Excise Taxes located at xxxxx://xxx.xxx.xxx/publications/p510. Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by a vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreementincluded in prices quoted. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:: [INSERT ADDRESS]

Appears in 2 contracts

Samples: Professional Services, Professional Services Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. The State reserves the right to extend this contract on a month-to-month basis for a period of up to three months after the term of the full contract has been completed. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix A, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix .B. 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ A, Statement of Work will not exceed the fixed fee amount of $ . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER GSS20875-CRISIS_MGT on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally Additionally, there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, entity and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services Agreement

Payment for Services and Expenses. 2.14.1 The total amount invoiced by Contractor for all Services and Expenses during the operation of this contract shall not exceed $ , subject to the availability of State funds. The term If, during the Term, the amount available for funding of this Contract in any one fiscal year is reduced by legislative action, proration, or other action of State government beyond the control of the initial contract Department, the maximum amount payable under this Contract in the fiscal year will be adjusted accordingly. 4.2 The total reimbursement for services shall not exceed $ during the Term of the contract. Contractor shall use the following hourly rates by employee classification in invoicing the Department for Services performed during the entire Term: Employee Classification Per Hour Charge Computer Audit Specialist $ 4.3 Contractor shall be from , 20 through , 20 reimbursed for travel expenses incurred for travel in performance of the Services approved by the Department. The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs Travel expense reimbursement shall be incurred at the individual license level only as the individual license is utilized within on a fully functioning solutionper diem basis in lieu of reimbursement for actual expenses for intrastate and interstate travel. Subscription costs will not be applicable during periods of implementation and solution development prior Travel expense methodology must conform to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% per diem rates for intrastate and interstate travel in the latest version of the total and are subject standard CONUS rates as published in table form from time to Delaware budget and technical review. 2.3. Delaware will pay Vendor for time by the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto NAIC as part of Appendix . 2.4the NAIC’s Classifications, Minimum Qualifications and Suggested Compensation for Zone Examiners, provided that calculation of per diem rates shall not include “travel time” or travel expenses not actually incurred in connection with an assignment. Delaware’s obligation to pay Vendor The total reimbursement for the performance of services described in Appendix $ , Statement of Work will expenses shall not exceed $ during the fixed fee amount Term of . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.74.4 The total amount expressed in Subsection 4.1 is not an agreement by the Department that tasks or projects which will be assigned to Contractor from time to time during the Term will authorize invoices from the Contractor aggregating such total amount. 4.5 Contractor shall account for all time spent by its employees in performance of the Services on an hourly basis in increments of not less than two-tenths (.2) of an hour. Vendor If requested by the Department, Contractor must be able to produce time and expense records in reasonable detail for use by the Department in billing insurers or others who are the subject of Services performed for reimbursement to the Department of the amounts paid to Contractor. 4.6 Contractor shall submit monthly invoices to Delaware in sufficient detail to support not invoice for “travel time.” 4.7 The Department shall not pay any costs for services or expenses not within Subsections 4.2 and 4.3, and shall not prepay for the services provided or expenses. 4.8 On a not less than monthly basis during its performance of Services, Contractor will send an invoice and a remittance copy of the previous monthinvoice to the attention of Xxxxx Xxxxxxx at the Department addressed to Post Office Box 303351, Montgomery, Alabama 36130-3351, if sent by any delivery method of the United States Postal Service, or addressed to RSA Tower Suite 000, 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, if delivered by hand or sent by commercial delivery service. Delaware agrees To the extent Contractor may be performing Services on several tasks or projects, each task or project shall be separately invoiced. Each invoice shall contain: 4.8.1 A description of the Services performed, to pay those invoices include the date, time spent, nature of the Service, performing employee, performing employee’s classification, and amount charged as determined by application of the appropriate hourly rate. 4.8.2 A detailed listing of expenses supported, if applicable, by receipts or other evidence acceptable to the Department documenting the expenses. 4.9 Amounts appearing on a non-conforming invoice will not be paid until Contractor has submitted a conforming invoice. 4.10 The Department contact person for matters relating to invoicing and payment processing for this Contract shall be Xxxxx Xxxxxxx, Department Accountant [(000) 000-0000 or xxxxx.xxxxxxx@xxxxxxxxx.xxxxxxx.xxx]. 4.11 Contractor will promptly refund or credit within thirty (30) calendar days any erroneously paid funds that are not expressly authorized by the Department. 4.12 In its discretion, the Department may withhold payment of receipt. In invoices if Contractor has failed to complete a task or project or submit an examination report within the event Delaware disputes a portion time parameters established by the Department for the task or project until such time as the task or project has been completed, the report has been submitted, or the Department is otherwise satisfied about the status of an invoiceContractor’s performance. 4.13 Upon termination of this Contract for any reason, Delaware agrees payments under the Contract shall cease, except Contractor shall be entitled to pay payments for periods or partial periods that occurred prior to the undisputed portion date of termination and for which the Contractor has not yet been paid up to the limits of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9Contract. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 1 contract

Samples: Consulting Contract

Payment for Services and Expenses. 2.1. The term of the initial contract Agreement shall be from , 20 through , 20 . The Contract Agreement may be renewed for two four (24) one (1) year periods through negotiation between the Vendor Provider and Government Support ServicesDelaware. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Provider for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of described in Appendix 1. 2.42.3. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee total amount of set forth in Appendix 1. It is expressly understood that the work defined in the appendices Appendix 1 to this Agreement must be completed by Vendor Provider and it shall be VendorProvider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Providers shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally Additionally, there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.6. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge may be charged interest on the overdue portion at the lower of no more than 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.7. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorProvider. If an Appendix specifically provides for expense reimbursement, Vendor Provider shall be reimbursed only for reasonable expenses incurred by Vendor Provider in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.8. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers and tractors. Refer to IRS Publication 510 - Excise Taxes for more detail. Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by a sovereign entityvendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreementincluded in prices quoted. 2.102.9. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligencebreach of contract, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.112.10. Invoices shall be submitted to:to DDOC via email at: XXX_XxxxxXxxxxxx_Xxxx@xxxxxxxx.xxx

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support ServicesDelaware. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.17.1 WFB Fees & “Pass Through” Costs & Expenses. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed In consideration for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of WFB's services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH)Agreement, Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware Company agrees to pay the undisputed portion amounts set forth in Schedule 7.1. Company further agrees that all reasonable out-of-pocket third party expenses that WFB incurs in connection with creating, maintaining and terminating the WFB services referred to in this Agreement shall be passed through to Company, as described to Schedule 7.1. Specifically, WFB shall charge the Settlement Account, at actual out of pocket cost and without markup, amounts necessary to cover the following charges (including any applicable taxes): 7.1.1 All Payment Company acquiring Interchange fees, Transaction charges, frequency charges, application fees, dues and other fees which may be applicable that are specific to the Company or the Merchants; 7.1.2 Interbank clearing fees incurred in connection with the transmittal by WFB of funds to Merchants; 7.1.3 All initial and annual Contracted Party registration fees charged to WFB by any Payment Company; 7.1.4 All fines or penalties paid by WFB to a Payment Company resulting from Company's violation of the invoice within thirty (30) days Payment Company Rules or directives of receipt and any Payment Company; 7.1.5 All chargeback losses owed by WFB to provide Vendor any Payment Company arising from a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s Merchant's insolvency or failure to pay pay; 7.1.6 Merchant fines owed by WFB to any amount Payment Company because of an invoice that is not the subject of a good-faith dispute within thirty Merchants' insolvency or failure to pay; and 7.1.7 All reasonable, actual and documented expenses and fees paid to third parties, which are (30a) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in maintaining the performance sponsorship relationship by WFB on behalf of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, Company (including but not necessarily limited to, travel and lodging expensesWFB's retention of outside lawyers or other third party service providers for consulting services in relation to any legal, communications chargesregulatory or any matters that may arise under, and computer time and supplies. 2.9. Delaware is a sovereign entityor in connection with, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement) and (b) over and above those ordinary overhead expenses typically incurred by WFB during normal operation of the sponsorship relationship. To the extent commercially reasonable, WFB will give Company advance notice of such expenses and WFB and Company will negotiate in good faith to mitigate expenses as the circumstances permit. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 1 contract

Samples: Merchant Financial Services Agreement (Heartland Payment Systems Inc)

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract shall be from February 11, 20 2013 through February 11, 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services2014. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor KCI Technologies, Inc. for the performance of services described in Appendix Exhibit A, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix .Exhibit A. 2.4. 2.3 Delaware’s obligation to pay Vendor KCI Technologies, Inc. for the performance of services described in Appendix $ Exhibit A, Statement of Work will not exceed the fixed fee amount of $ 60,000. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor KCI Technologies, Inc. and it shall be Vendor’s KCI Technologies, Inc. responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor.KCI Technologies, Inc.. 2.5. The State reserves the right to pay by Automated Clearing House (ACH)2.4 KCI Technologies, Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor Inc. shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor KCI Technologies, Inc. a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor KCI Technologies, Inc. to charge interest on the overdue portion at the lower of no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9KCI Technologies, Inc., 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000. 2.8. 2.5 Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. KCI Technologies, Inc.. If an Appendix specifically provides for expense reimbursement, Vendor KCI Technologies, Inc. shall be reimbursed only for reasonable expenses incurred by Vendor KCI Technologies, Inc. in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. 2.6 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. 2.7 Delaware shall subtract from any payment made to Vendor KCI Technologies, Inc . all damages, costs and expenses caused by Vendor’s KCI Technologies, Inc. negligence, resulting from or arising out of errors or omissions in Vendor’s KCI Technologies, Inc. work products, which have not been previously paid to VendorKCI Technologies, Inc. . 2.11. 2.8 Invoices shall be submitted to:: DNREC, Division of Watershed Stewardship Attn: Xxxxxx Xxxx 0 X. Xxxx Street Dover, DE 19901 3.1 KCI Technologies, Inc. shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by KCI Technologies, Inc., its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, KCI Technologies, Inc. shall follow practices consistent with generally accepted professional and technical standards. KCI Technologies, Inc. shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform with DTI standards, KCI Technologies, Inc. shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform with DTI standards. KCI Technologies, Inc. shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by KCI Technologies, Inc. failure to ensure compliance with DTI standards. 3.2 It shall be the duty of the KCI Technologies, Inc. to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. KCI Technologies, Inc. will not produce a work product that violates or infringes on any copyright or patent rights. KCI Technologies, Inc. shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3 Permitted or required approval by Delaware of any products or services furnished by KCI Technologies, Inc. shall not in any way relieve KCI Technologies, Inc. of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of KCI Technologies, Inc. services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and KCI Technologies, Inc. shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by KCI Technologies, Inc. performance or failure to perform under this Agreement. 3.4 KCI Technologies, Inc. shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by KCI Technologies, Inc. associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Team- Xxxxx Xxxxxxxx, KCI Technologies, Inc. Title- Project Manager 3.5 Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, KCI Technologies, Inc. will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If KCI Technologies, Inc. fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of KCI Technologies, Inc. is unsuitable to Delaware for good cause, KCI Technologies, Inc. shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.6 KCI Technologies, Inc. shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.7 KCI Technologies, Inc. agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.8 KCI Technologies, Inc. has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.9 KCI Technologies, Inc. will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.10 The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from April 1, 20 2022 through April 1, 20 2025. The If the state finds the services desirous to continue, the Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services.two 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix A, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix .B. 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ A, Statement of Work will not exceed the fixed fee amount of $64,000 for contract years one through three. In contract years four and five, the Vendor has the option to negotiate an increase in price for the services rendered based on the Consumer Price Index. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER NAT22001-LMISOLAR_SOFTWARE on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers and tractors. More detail is included in IRS Publication 510 Excise Taxes located at xxxxx://xxx.xxx.xxx/publications/p510 . Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by a sovereign entityvendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreementincluded in prices quoted. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid Services in accordance with the payment schedule set out on Exhibit 2 attached hereto as and made a part of Appendix . 2.4hereof. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work Services will not exceed the fixed fee amount of amounts set out on Exhibit 2. It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours sufficient competency and tasks are properly budgeted efficiency so that all services Services are completed for the agreed upon fixed feefees. Unless otherwise provided on Exhibit 2, all payments will be sent to the Vendor’s identified address on record with Delaware’s total liability for all charges for services that may become due under this Agreement is limited to Division of Accounting as identified in the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part completion of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7electronic W-9. Vendor shall submit monthly quarterly invoices to Delaware in sufficient detail to support identify the services Services provided during the previous monthquarter. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event that Delaware disputes a all or any portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor with a detailed statement of Delaware’s position on the invoice, or disputed portion of the invoice invoice, within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an AppendixExhibit 1, all expenses incurred in the performance of the services Services are to be paid by Vendor. If an Appendix Exhibit 1 specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the servicesServices, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall have the right to set aside or subtract from any payment to be made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11provisions of Services hereunder. Invoices shall be submitted to:: A project schedule is set out on Exhibit 3, if applicable, attached hereto and made part hereof. Any delay of Services or change in the sequence of Services, as applicable, must be approved in writing by Delaware. In the event that Vendor fails to complete the Services or any portion thereof within the time specified in Exhibit 3, or with such additional time as may be granted in writing by Delaware, or fails to perform the Services, or any separable part thereof, with such diligence as will insure its completion within the time specified in Exhibit 3 or any extensions thereof, Delaware shall suspend the payments scheduled as set forth in Exhibit 2. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all Services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the Services, Vendor shall follow practices consistent with generally accepted professional and technical standards and comply with all applicable federal, state and local laws, ordinances, codes and regulations. Vendor shall be responsible for ensuring that all Services, additional work, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by Delaware’s Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any Service, additional work product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.

Appears in 1 contract

Samples: Professional Services Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract shall be for one (1) year from , 20 through , 20 . The Contract may be renewed with four (4) optional extensions for two (2) a period of one (1) year periods through negotiation between the Vendor and Government Support Servicesfor each extension. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Provider for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of set forth in Appendix . It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by Vendor the Provider in an acceptable fashion and in a timely manner, and it shall be Vendorthe Provider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Providers shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor send Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor Provider to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and suppliesProvider. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligence, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.11. Invoices shall be submitted to: DE Department of Correction, 000 XxXxx Xxxx, Dover, DE 19904 ATTN:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.42.3. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.4. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.5. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.6. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.7. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.112.8. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract shall be from June 13 , 20 2022 through March 30, 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services2023. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor VENDOR for the performance of services described in Appendix A, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix .A. 2.4. 2.3 Delaware’s obligation to pay Vendor VENDOR for the performance of services described in Appendix $ A, Statement of Work will not exceed the fixed fee amount of $ 73,560.73. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor VENDOR and it shall be VendorVENDOR’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5VENDOR. The State reserves XXXXXX agrees that no work will be completed, nor costs incurred to be paid under this agreement, until a fully executed purchase order has been approved by the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part Department of the Finance in Delaware’s First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor 2.4 VENDOR shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous monthprovided. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor VENDOR a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor VENDOR to charge interest on the overdue portion at the lower of no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9VENDOR at 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000. 2.8. 2.5 Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorVENDOR. If an Appendix specifically provides for expense reimbursement, Vendor VENDOR shall be reimbursed only for reasonable expenses incurred by Vendor VENDOR in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. 2.6 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. 2.7 Delaware shall subtract from any payment made to Vendor VENDOR all damages, costs and expenses caused by VendorVENDOR’s negligence, resulting from or arising out of errors or omissions in VendorVENDOR’s work products, which have not been previously paid to VendorVENDOR. 2.11. 2.8 Invoices shall be submitted to:: Xxxxxxx X. Xxxxx, Principal Planner Climate and Sustainability Programs DNREC Division of Climate, Coastal and Energy 000 Xxxx Xxxxx Xxxxxx, Xxxxx 00X Xxxxx, XX 00000

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract this Agreement shall be from March 20, 20 2018 through June 30, 20 . The Contract may be renewed 2015, unless the Agreement is terminated for two (2) one (1) year periods through negotiation between the Vendor and Government Support Servicescause, convenience, funding out, or by mutual agreement. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware 2.2 Administrative Entity will pay Vendor CONTRACTOR for the performance of services described in Appendix , Statement of WorkAppendices B. Payments to the CONTRACTOR shall continue under the payment procedures established by the Administrative Entity during the close out period. The fee Administrative Entity will issue a closeout report within one hundred twenty (120) days of the expiration date of this Agreement. Any requests for payments after the issuance of the closeout report by the Administrative Entity or beyond the 120th day after expiration will be paid denied as untimely. 2.3 CONTRACTOR agrees to deposit all award funds in accordance a federally insured bank account from which all disbursements shall be made. CONTRACTOR agrees to institute a financial management and accounting system with respect to the award of funds and the disbursement thereof that will comply with regulations and permit the CONTRACTOR and the Administrative Entity to timely comply with the payment schedule attached hereto as part of Appendix Single Audit Act and auditing procedures, if required. 2.4. Delaware2.4 Administrative Entity’s obligation to pay Vendor CONTRACTOR for the performance of services described in Appendix $ , Statement of Work this Agreement will not exceed the fixed fee awarded amount of $ , .00. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor the CONTRACTOR and it shall be Vendorthe CONTRACTOR’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delawareamount awarded Administrative Entity’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in DelawareAdministrative Entity’s purchase order(s) to Vendorthe CONTRACTOR. 2.5. The State reserves 2.5 CONTRACTOR agrees that it will be solely responsible for the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card)accurate and timely preparation of all requests for advances or reimbursements, or checkother necessary documents in accordance with the regulations and the award document itself. Agencies CONTRACTOR will be making requests for funds in connection with the performance of program obligations and milestones. CONTRACTOR agrees to make all requests to the Administrative Entity in the form prescribed and with the necessary documentation or certification that are part will permit the disbursement of funds by the Administrative Entity. Such requests for reimbursement shall be made timely and in accordance with this Agreement or protocol established by the Administrative Entity. 2.6 CONTRACTOR agrees that all costs funded by award funds and subsequent submissions for reimbursement should conform to general principles and standards of acceptable accounting practices. CONTRACTOR’s submission must be related to, and necessary for, the execution of the First State Financial (FSF) system are required performance plan in order to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information be considered an allowable cost for reimbursement. CONTRACTOR further agrees that any change in the state’s financial reporting systemaward budget plan will require a request submitted to the Administrative Entity in writing, indicating the basis for the modification or need for the desired change. If the request is so approved, the Administrative Entity will notify the CONTRACTOR in writing. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. 2.7 Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorCONTRACTOR. If an Appendix specifically provides for expense reimbursement, Vendor CONTRACTOR shall be reimbursed only for reasonable expenses incurred by Vendor CONTRACTOR in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications communication charges, and computer time and supplies. 2.92.8 CONTRACTOR acknowledges and agrees that the federal, Single Audit Act, 31 U.S.C. §§7501-7505, and OMB-A-128 or A-133 audits will apply to this program as a condition for federal funding. CONTRACTOR further acknowledges that the Administrative Entity, as fiscal and program manager for programs under the Workforce Investment Act, is responsible for monitoring CONTRACTOR’s performance as a condition of this funding. CONTRACTOR may be required to undergo and annual audit required by the OMB circular A-128 or A-133 depending on CONTRACTOR’s status for a for-profit corporation, non-profit corporation or possible exempt status relative to CONTRACTOR’s funding amount. CONTRACTOR agrees to obtain any necessary audits for full compliance with the Single Audit Act, and to engage a qualified auditor, approved by the Administrative Entity, the approval of which may not be unreasonably withheld. CONTRACTOR agrees to furnish periodic performance reports as contemplated in the Federal Assistance Reporting Checklist or any document which is included in the appendices. 2.9 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware 2.10 Administrative Entity shall subtract from any payment made to Vendor CONTRACTOR all damages, costs and expenses caused by VendorCONTRACTOR’s negligence, resulting from or arising out of errors or omissions in VendorCONTRACTOR’s work products, which have not been previously paid to VendorCONTRACTOR. 2.112.11 CONTRACTOR agrees that if an audit is required, the audit shall be provided to the Administrative Entity within time limits imposed and published in the Federal Register applicable to the grant herein. Invoices If the auditor makes any audit findings in connection with the required audit, CONTRACTOR shall furnish the Administrative Entity with a proposed corrective plan to address all such findings. If the required audit is not submitted within the time limits referenced above, the Administrative Entity, as fiscal manager, shall refuse any further consideration of reimbursement for that specific Agreement period. 2.12 CONTRACTOR shall endeavor to understand and cooperate with the fiscal management policies established by the Administrative Entity. Generally, funding distribution or method of payment is based upon a cost reimbursement plan. CONTRACTOR is required to submit monthly financial reports on the form prescribed, satisfactorily completed, within twelve (12) calendar days of the close of the reporting period to the Administrative Entity. Financial reports, satisfactorily completed and timely received, shall be paid within thirty (30) days from the date it was received. If financial reports are incomplete, the Administrative Entity has the discretion to reimburse for those expenses properly identified and sufficiently completed to warrant a partial disbursement and withhold funds that require further documentation or additional information. 2.13 Monthly financial reports shall be submitted to:: Department of Labor, Division of Employment & Training, Fiscal Unit, 0000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx,Xxxxxxxxxx, XX 00000. 2.14 CONTRACTOR agrees to follow all closeout procedures established by the Administrative Entity. CONTRACTOR’s final report and any cash balance information attributed to an expired Agreement must be presented to the Administrative Entity for payment or reimbursement, no later than four (4) months after the Agreement’s expiration date. Should the CONTRACTOR not complete close out timely or not provide a required OMB audit within the time limits imposed and published in the Federal Register and applicable to the funding grant herein, the Administrative Entity shall refuse further payment for that Agreement term and may withhold funds from the current Agreement year until such time as close out has been accomplished or the audit received. Any request for reimbursement beyond the time periods referenced above, must be presented and approved by the Delaware Workforce Investment Board. CONTRACTOR agrees that simultaneously with the acceptance of final payment, it releases and forever discharges the Administrative Entity including any/all Agencies, Boards and Organizations comprising of the Administrative Entity, from any and all claims, demands and liabilities, whether in law or equity, in connection with this Agreement. 2.15 CONTRACTOR is required to maintain the current telephone numbers and addresses of all participants including completers, non-completers and early exits, for a minimum of nine months after exit from the program. CONTRACTOR’s compliance with the follow-up procedure after the expiration of the Agreement is a condition of reimbursement. 2.16 CONTRACTOR further acknowledges that the fiscal obligation owing to the CONTRACTOR is limited to funds allocated and received under the Workforce Investment Act or the Blue Collar Job Development Act unless otherwise specifically stated in the Agreement. In the event that funding is lost or reduced under the statutes referenced above, the CONTRACTOR acknowledges that CONTRACTOR’s funding may be reduced accordingly.

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract shall be from May 1, 20 2012 through December 31, 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services2012. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor Contractor for the performance of services described in Appendix A, Statement of WorkWork and Contractor Services. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix .A. 2.4. 2.3 Delaware’s obligation to pay Vendor Contractor for the performance of services described in Appendix $ A, Statement of Work and Contractor Services, will not exceed the fixed fee amount of $49,920.00. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed Contractor for the agreed upon fixed feepayment. Delaware’s total liability for all charges for services that may my become due under this Agreement is limited to the total maximum expenditure(sexpenditures(s) authorized in Delaware’s purchase order(s) order to Vendor.Contractor 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor 2.4 Contractor shall submit monthly invoices to Delaware in sufficient detail to support identify the services provided during deliverables in Appendix A, the previous monthStatement of Work and Contractor Services. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor Contractor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor Contractor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9Contractor, (Address). 2.8. 2.5 Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorContractor. If an Appendix specifically provides for expense reimbursement, Vendor Contractor shall be reimbursed only for the reasonable expenses incurred by Vendor Contractor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. 2.6 Contractor agrees that any submission by or on behalf of Contractor of any claim for payment by Delaware shall constitute certification by Contractor that the services or items for which payment is claimed were actually rendered by Contractor or its agents, and that all information submitted in support of the claims is true, accurate, and complete. 2.7 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. 2.8 Delaware shall subtract from any payment made to Vendor Contractor all damages, costs and expenses caused by VendorContractor’s negligence, resulting from or arising out of errors or omissions in VendorContractor ’s work products, which have not been previously paid to Vendor. 2.11. 2.9 Invoices shall be submitted to:: Delaware Veterans Home Attention: Accounts Payable 000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxx, XX 00000

Appears in 1 contract

Samples: Building Automation Module

Payment for Services and Expenses. 2.1. The term of the initial contract shall be for 7 months from December 1, 20 2016 through June 30, 20 . The Contract may be renewed 2017 with three optional extensions for two (2) a period of one (1) year periods through negotiation between the Vendor and Government Support Servicesfor each extension. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Provider for the performance of services described in Appendix , Statement of Workservices. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix 2. 2.42.3. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of set forth in Appendix 1. It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by Vendor the Provider in an acceptable fashion and in a timely manner, and it shall be Vendorthe Provider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Providers shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.6. Vendor At the completion of each group/cohort, Provider shall submit monthly invoices an invoice to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor send Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor Provider to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.7. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and suppliesProvider. 2.92.8. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.9. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligence, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.112.10. Invoices shall be submitted to:: DE Department of Correction, 000 XxXxx Xxxx, Dover, DE 19904 ATTN: Xxxx Xxxxxxxxx

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term 2.1 Docent agrees to obtain not less than Two Million Dollars ($2,000,000.00) in Services (not including reasonable out-of-pocket expenses) from Xxxxxxxx Consulting, which such obligation would commence upon the Effective Date of the initial contract shall this Agreement, and would be from , 20 through , 20 . The Contract may be renewed for satisfied no later than two (2) years following the Effective Date of this Agreement. Such Services and terms of payment will be defined in one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2or more Arrangement. As a Service subscription license costs Letters issued under this Agreement. Docent shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Xxxxxxxx Consulting for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with Services on the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work terms defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendorapplicable Arrangement Letter. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and 2.2 Docent shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice amounts payable to Xxxxxxxx Consulting hereunder within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoices submitted by Xxxxxxxx Consulting. Any invoice within remaining unpaid for more than thirty (30) days from receipt shall accrue interest at a rate of receiptthe lesser of one and one-half (1.5%) percent per month or the highest rate allowed by law. Delaware’s failure In the event of any good faith dispute with regard to pay any amount a portion of an invoice that is not invoice, the subject undisputed portion shall be paid as provided herein. Upon resolution of a good-faith dispute within thirty (30) days of receipt the disputed portion, any amounts owed to Xxxxxxxx Consulting shall entitle Vendor to charge be paid with interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to rate set forth above accruing from the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9date such amounts were originally due. 2.8. 2.3 Unless provided otherwise in an AppendixArrangement Letter, Xxxxxxxx Consulting shall be reimbursed by Docent for all reasonable expenses incurred by Xxxxxxxx Consulting in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the servicesServices, including, but not necessarily limited to, travel and lodging expenses, communications charges, charges and computer time and supplies. 2.9. Delaware is a sovereign entity, and 2.4 Docent shall not be liable pay for the payment of federal, state and local sales, use and excise all taxes, including any interest and penalties from any related deficiency, which may become due in connection with this Agreement (except taxes based on or measured by Xxxxxxxx Consulting's net income) including any sales, use excise, value-added, services, consumption, withholding and payable other taxes and duties assessed on the provision of Services by Xxxxxxxx Consulting to Docent or on Xxxxxxxx Consulting's charges to Docent under this Agreement including the reimbursement of expenses. The parties shall cooperate in good faith to minimize such tax liabilities to the extent legally permissible. 2.5 The parties acknowledge that where out-of-town personnel are assigned to any project on a long-term basis (as defined from time to time in the applicable provisions of the Internal Revenue Code and related IRS regulations, and currently defined, under IRC Section 162, as a consequence period of this Agreement. 2.10. Delaware shall subtract from any payment made time reasonably expected to Vendor all damagesbe greater than one year), the associated compensatory tax costs applied to out-of-town travel and living expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices also shall be submitted to:calculated on an individual basis, summarized, and assessed to such personnel. In such cases, the expenses for which Docent shall reimburse Xxxxxxxx Consulting hereunder shall be deemed to include the estimated incremental compensatory tax costs associated with the out-of-town travel and living expenses of Xxxxxxxx Consulting's personnel, including tax gross-ups; provided, however, that Docent has been advised of such additional expenses in advance and agrees that the affected personnel should remain assigned to the applicable project. Xxxxxxxx Consulting shall use reasonable efforts to limit such expenses. ##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION

Appears in 1 contract

Samples: Master Consulting Services Agreement (Docent Inc)

Payment for Services and Expenses. 2.1. The term of the initial contract shall be for two years from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services.through 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Provider for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of set forth in Appendix . It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by Vendor the Provider in an acceptable fashion and in a timely manner, and it shall be Vendorthe Provider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Providers shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor send Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor Provider to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and suppliesProvider. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligence, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.11. Invoices shall be submitted to: DE Department of Correction, 000 XxXxx Xxxx, Dover, DE 19904 ATTN:

Appears in 1 contract

Samples: Professional Services Agreement

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract Services contemplated in this Agreement shall be from completed no later than June 30, 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services2017. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor for the performance of services described in Appendix , Statement of WorkServices. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as part of Appendix 1 and Appendix 2. 2.4. 2.3 Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work Services will not exceed the fixed fee amount of set forth on Appendix 1. It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by Vendor in an acceptable fashion and in a timely manner, and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services Services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services Services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. 2.4 Vendor shall submit monthly monthly, or periodic, invoices to Delaware seeking payment for Services rendered in the prior month or other billing period. Each invoice shall contain sufficient detail to support permit Delaware to determine whether the services provided during Services scheduled for that month were performed in accordance with the previous monthAgreement. Delaware agrees to pay those monthly invoices within thirty (30) business days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all 2.5 All expenses incurred in the performance of the services Services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and suppliesXxxxxx. 2.9. 2.6 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. 2.7 Delaware shall may subtract and offset from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, or resulting from or arising out of errors or omissions in Vendor’s work productsServices, which have not been previously paid as well as all other amounts due and owing by Vendor to VendorDelaware under this Agreement. 2.11. 2.8 Invoices shall be submitted to:: DE Department of Correction, 000 XxXxx Xxxx, Dover, DE 19904 ATTN: Xx. Xxxx Xxxxxxxxx

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract Services contemplated in this Agreement shall be from completed no later than June 30, 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services2016. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor for the performance of services described in Appendix , Statement of WorkServices. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as part of Appendix 1 and Appendix 2. 2.4. 2.3 Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work Services will not exceed the fixed fee amount of set forth on Appendix 1. It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by Vendor in an acceptable fashion and in a timely manner, and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services Services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services Services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. 2.4 Vendor shall submit monthly monthly, or periodic, invoices to Delaware seeking payment for Services rendered in the prior month or other billing period. Each invoice shall contain sufficient detail to support permit Delaware to determine whether the services provided during Services scheduled for that month were performed in accordance with the previous monthAgreement. Delaware agrees to pay those monthly invoices within thirty (30) business days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all 2.5 All expenses incurred in the performance of the services Services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. 2.6 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. 2.7 Delaware shall may subtract and offset from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, or resulting from or arising out of errors or omissions in Vendor’s work productsServices, which have not been previously paid as well as all other amounts due and owing by Vendor to VendorDelaware under this Agreement. 2.11. 2.8 Invoices shall be submitted to:: DE Department of Correction, 000 XxXxx Xxxx, Dover, DE 19904 ATTN: Xx. Xxxx Xxxxxxxxx

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) , 20 through one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work defined in the appendices to Appendix this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER # on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:to the address provided by the ordering agency.

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from __________, 20 20__ through _________________, 20 20____. The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2Delaware. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix ___, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4___. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ ___, Statement of Work will not exceed the fixed fee amount of $__________. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:: Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project Involvement ________________ ______________________ ____________________ Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law. A project schedule is included in Appendix A. Any delay of services or change in sequence of tasks must be approved in writing by Delaware. In the event that Vendor fails to complete the project or any phase thereof within the time specified in the Contract, or with such additional time as may be granted in writing by Delaware, or fails to prosecute the work, or any separable part thereof, with such diligence as will insure its completion within the time specified in this Agreement or any extensions thereof, Delaware shall suspend the payments scheduled as set forth in Appendix A. In connection with Vendor's provision of the Services, Delaware shall perform those tasks and fulfill those responsibilities specified in the appropriate Appendices. Delaware agrees that its officers and employees will cooperate with Vendor in the performance of services under this Agreement and will be available for consultation with Vendor at such reasonable times with advance notice as to not conflict with their other responsibilities. The services performed by Vendor under this Agreement shall be subject to review for compliance with the terms of this Agreement by Delaware’s designated representatives. Delaware representatives may delegate any or all responsibilities under the Agreement to appropriate staff members, and shall so inform Vendor by written notice before the effective date of each such delegation. The review comments of Delaware’s designated representatives may be reported in writing as needed to Vendor. It is understood that Delaware’s representatives’ review comments do not relieve Vendor from the responsibility for the professional and technical accuracy of all work delivered under this Agreement. Delaware shall, without charge, furnish to or make available for examination or use by Vendor as it may request, any data which Delaware has available, including as examples only and not as a limitation: Copies of reports, surveys, records, and other pertinent documents; Copies of previously prepared reports, job specifications, surveys, records, ordinances, codes, regulations, other documents, and information related to the services specified by this Agreement. Vendor shall return any original data provided by Delaware. Delaware shall assist Vendor in obtaining data on documents from public officers or agencies and from private citizens and business firms whenever such material is necessary for the completion of the services specified by this Agreement. Vendor will not be responsible for accuracy of information or data supplied by Delaware or other sources to the extent such information or data would be relied upon by a reasonably prudent contractor. Delaware agrees not to use Vendor’s name, either express or implied, in any of its advertising or sales materials. Vendor reserves the right to reuse the nonproprietary data and the analysis of industry-related information in its continuing analysis of the industries covered.

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one optional extensions for two (12) year periods for each extension through negotiation between the Vendor Provider and Government Support ServicesDelaware. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Provider for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of described in Appendix 1. 2.42.3. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee total amount of set forth in Appendix 1. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor Provider and it shall be VendorProvider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Providers shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally Additionally, there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.6. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge may be charged interest on the overdue portion at the lower of no more than 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.7. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorProvider. If an Appendix specifically provides for expense reimbursement, Vendor Provider shall be reimbursed only for reasonable expenses incurred by Vendor Provider in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.8. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers and tractors. More detail is included in IRS Publication 510 Excise Taxes located at xxxxx://xxx.xxx.xxx/publications/p510. Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by a sovereign entityvendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreementincluded in prices quoted. 2.102.9. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligencebreach of contract, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.112.10. Invoices shall be submitted to: DE Department of Correction, 000 XxXxx Xxxx, Dover, DE 19904 ATTN:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract Agreement shall be from May 1, 20 2023 through June 30, 20 2026. The Contract Agreement may be renewed for two (2) one optional extensions for a period of two (12) year periods years for each extension through negotiation and mutual written agreement between the Vendor Provider and Government Support ServicesDelaware. Should the Agreement be extended, the Agreement amount may be adjusted based upon the current Philadelphia All Urban Consumers Price Index (CPI-U), U.S. City Average. The CPI-U used shall reflect the percentage change during the previous published twelve (12) month period. Should the percentage change be greater than 3%, the annual adjustment shall be capped at 3%. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Provider for the performance of services as described in Appendix , Statement of WorkAppendix-1. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as part of Appendix invoice instructions provided in Appendix-1. 2.42.3. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee total amount of set forth in Appendix-1. It is expressly understood that the work services defined in the appendices Appendix-1 to this Agreement must be completed by Vendor the Provider and it shall be VendorProvider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.52.4. The State reserves Delaware will make payment to the right to pay Provider by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor send the Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge may be charged interest on the overdue portion at the lower of no more than 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.6. Unless provided otherwise in an Appendixthis Agreement, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and suppliesProvider. 2.92.7. Delaware is a sovereign entity, entity and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.8. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligencebreach of contract, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.112.9. Invoices Provider agrees to certify in writing, under penalty of xxxxxxx, that it has timely paid all valid subcontractor invoices received by Provider excluding invoices which may be pending corrections or disputes. Such written certification shall be attached to each monthly invoice submitted to:to Delaware and shall include an explanation for any pending disputes which exceed $100,000.00 in aggregate. DDOC recognizes and understands that for outside provider invoices, there is a lag time between the date the provider services are rendered and the invoices are submitted to Provider (“Claims Lag”). Provider’s monthly affidavit will not include invoices that are a part of this Claims Lag.

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract Agreement shall be from July 1, 20 2022 through June 30, 20 2025. The Contract Agreement may be renewed for two (2) one optional extensions for two (12) year periods for each extension through negotiation between the Vendor Provider and Government Support ServicesDelaware. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Provider for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of described in Appendix 1. 2.42.3. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee total amount of set forth in Appendix 1. It is expressly understood that the work defined in the appendices Appendix 1 to this Agreement must be completed by Vendor Provider and it shall be VendorProvider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Providers shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally Additionally, there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.6. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge may be charged interest on the overdue portion at the lower of no more than 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.7. Unless provided otherwise in an Appendix, all All expenses incurred in the performance of the services are to be paid by VendorProvider. If an Appendix specifically provides for expense reimbursement, Vendor Provider shall be reimbursed only for reasonable expenses incurred by Vendor Provider in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.8. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers and tractors. More detail is included in IRS Publication 510 Excise Taxes located at xxxxx://xxx.xxx.xxx/publications/p510. Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by a sovereign entityvendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreementincluded in prices quoted. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.112.9. Invoices shall be submitted to:to DDOC via email at: XXX_XxxxxXxxxxxx_Xxxx@xxxxxxxx.xxx

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract shall be from December 29, 20 2014 through December 29, 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services2015. 2.2. As a Service subscription license costs 2.2 It is agreed that the total cost for the services provided under this Agreement shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% $300,000.00. 2.3 OPTIMAL is responsible for costs incurred in excess of the total cost of this Agreement, and are subject to Delaware budget and technical reviewis not liable for such costs. 2.3. Delaware will 2.4 Delaware’s obligation to pay Vendor OPTIMAL for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement Scope of Work will not exceed the fixed fee amount of $300,000.00. It is expressly understood that the work defined in the appendices Scope of Work to this Agreement must is to be completed by Vendor performed on a time and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed feematerials basis. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorOPTIMAL. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor 2.5 OPTIMAL shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor OPTIMAL a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor OPTIMAL to charge interest on the overdue portion at the lower of no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9OPTIMAL ENERGY INC., 00 Xxxxxx Xx., Xxxxxxx, XX. 2.8. 2.6 Unless provided otherwise in an Appendixthe Scope of Work, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor OPTIMAL shall be reimbursed only for reasonable expenses incurred by Vendor OPTIMAL in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services

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Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two three (23) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER DOE18100-SCHOOL_SVC on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services.through 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.42.3. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of $ . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.6. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.7. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.8. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.9. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.112.10. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services Agreement

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract shall be from August, 20 2013 through August, 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services2015. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor AMEC for the performance of services described in Appendix B, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix .C. 2.4. 2.3 Delaware’s obligation to pay Vendor AMEC for the performance of services described in Appendix $ B, Statement of Work will not exceed the fixed fee amount of $ 303,516. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor AMEC and it shall be VendorAMEC’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorAMEC. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor 2.4 AMEC shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor AMEC a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor AMEC to charge interest on the overdue portion at the lower of no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9AMEC, 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000. 2.8. 2.5 Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorAMEC. If an Appendix specifically provides for expense reimbursement, Vendor AMEC shall be reimbursed only for reasonable expenses incurred by Vendor AMEC in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. 2.6 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. 2.7 Delaware shall subtract from any payment made to Vendor AMEC all damages, costs and expenses caused by VendorAMEC’s negligence, resulting from or arising out of errors or omissions in VendorAMEC’s work products, which have not been previously paid to VendorAMEC. 2.11. 2.8 Invoices shall be submitted to:: Division of Air Quality 000 Xxxxxxxx Xxxx Xxx Castle, DE 19720 Attn: Xxxxxx X. Xxxxxxx

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be for one year from , 20 through , 20 . The Contract may be renewed for with two (2) optional extensions for a period of one (1) year periods through negotiation between the Vendor and Government Support Servicesfor each extension. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Provider for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of set forth in Appendix . It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by Vendor the Provider in an acceptable fashion and in a timely manner, and it shall be Vendorthe Provider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Providers shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor send Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor Provider to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and suppliesProvider. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligence, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.11. Invoices shall be submitted to: DE Department of Correction, 000 XxXxx Xxxx, Dover, DE 19904 ATTN:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from __________, 20 20__ through _________________, 20 20____. The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. The State reserves the right to extend this contract on a month-to-month basis for a period of up to three months after the term of the full contract has been completed. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix ___, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix ___. 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ ___, Statement of Work will not exceed the fixed fee amount of $ _. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(sexpenditure( s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-CardCar d) for f or payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (( 30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services Agreement

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract shall be from May 1, 20 2015 through April 30, 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services2016. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor VENDOR for the performance of services described in Appendix B, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix .C. 2.4. 2.3 Delaware’s obligation to pay Vendor VENDOR for the performance of services described in Appendix $ B, Statement of Work will not exceed the fixed fee amount of $21,480. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor VENDOR and it shall be VendorVENDOR’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorVENDOR. 2.5. The State reserves 2.4 VENDOR shall submit invoices in accordance with the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information schedule set forth in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance Appendix C of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices , to Delaware in sufficient detail to support the services provided during the previous monthbilling period. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor VENDOR a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor VENDOR to charge interest on the overdue portion at the lower of no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Vendor’s identified address on record with the The Pennsylvania State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9University, Research Accounting, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxxx, XX 00000. 2.8. 2.5 Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and suppliesVENDOR. 2.9. 2.6 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.7 Delaware understands that forecasting data is not an absolute science and predictions may not always be correct. Nevertheless, should VENDOR fail to exercise good faith in providing its forecasts, Delaware shall subtract from any payment made to Vendor VENDOR all damages, costs and expenses caused by VendorVENDOR’s negligence, resulting from or arising out of gross errors or omissions in VendorVENDOR’s work products, which have not been previously paid to Vendor. 2.11. 2.8 Invoices shall be submitted to:: Division of Air Quality 000 Xxxxxxxx Xxxx Xxx Castle, DE 19720 Attn: Xxxxxx Xxxxxxx

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract shall be from , 20 Start Date through , 20 End Date. The Contract may be renewed for two (2) one (1) year periods through negotiation between Delaware shall pay the Vendor as set forth in this Section 2 and Government Support Servicesthe applicable Appendices provided that the Vendor shall receive compensation for certain services pursuant to separate arrangements made by Vendor with Delaware’s State Medicaid Program. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor for the performance of services described in Appendix , B Statement of Work. The fee fees will be paid in accordance with the rates and payment schedule attached hereto as part of Appendix .C. 2.4. 2.3 Delaware’s obligation to pay Vendor for the performance of non-Medicaid services described in Appendix $ B, Statement of Work will not exceed the fixed fee amount of FY17_Contract_Amount. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. 2.4 Vendor shall submit monthly invoices to Delaware in sufficient detail to support the non- Medicaid services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. 2.5 Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by the Vendor. If In an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, including but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. 2.6 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. 2.7 Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendorvendor. 2.11. 2.8 Invoices payable by Delaware shall be submitted to:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be for one year from January 1, 20 2017 through December 31, 20 . The Contract may be renewed 2017 with three (3) optional extensions for two (2) a period of one (1) year periods through negotiation between the Vendor and Government Support Servicesfor each extension. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Workservices. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix 2. 2.42.3. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of set forth in Appendix 1. It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by the Vendor in an acceptable fashion and in a timely manner, and it shall be the Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.6. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:thirty

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware Department budget and technical review. 2.3. Delaware The Department will pay the Vendor for the performance of products and services described in Appendix Attachment X, Statement of Work. The fee will be paid in accordance with the payment schedule Price List attached hereto as part of Appendix . 2.4. Attachment X. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ Attachment X, Statement of Work will not exceed the fixed fee amount of Vendor’s Master Service Agreement. It is expressly understood that the work defined in the appendices to this Agreement must be completed by the Vendor and it shall be the Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for do not exceed the agreed upon fixed fee. DelawareThe Department’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delawarethe Department’s purchase order(s) to the Vendor. The State will not be liable for any goods or services provided by the vendor prior to the receipt of an approved purchase order. The Department will consider the Vendor’s request to update Attachment X, <Price list, Master Service Agreement, Enterprise Licensing Agreement etc. 2.5> on a quarterly/monthly/annual basis for additions to the catalog offering only. Changes to Attachment X are not permitted without written approval by the Department. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER DTI24-0048-BLDG_SECURE on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally Additionally, there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware the Department in sufficient detail to support the services provided during the previous month. Delaware The billing cycle will begin on the first day of each month and end on the last day of each month. Invoices must be received by the tenth day of each month. The Department agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware the Department disputes a portion of an invoice, Delaware agrees ; they agree to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s their position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice In the event that payment is not the subject of a good-faith dispute made within thirty (30) days of receipt shall entitle Vendor receipt, the State will not be required to charge interest on the overdue portion at the lower of 1.0% per monthpay late fees. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an AppendixAttachment, all expenses incurred in the performance of the services are to be paid by the Vendor. If an Appendix Attachment specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. In accordance with the Internal Revenue Service regulations, the State of Delaware is a sovereign entitygenerally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers, and tractors. More detail is included in IRS Publication 510 Excise Taxes located at xxxxx://xxx.xxx.xxx/publications/p510. Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by the Vendor, the Division of Accounting will work with the Department and Vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10included in prices quoted. Delaware The Department shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from from, or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:electronically to XXX_Xxxxxx@xxxxxxxx.xxx. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees, and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products, and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the DTI published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to the Department caused by Vendor’s failure to ensure compliance with DTI standards. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State, and Local statutes, codes, ordinances, resolutions, and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products. Permitted or required approval by the Department of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. The Department’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to the Department caused by Vendor’s performance or failure to perform under this Agreement. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. Designation of persons for each position is subject to review and approval by the Department. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify the Department immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by the Department. If Vendor fails to make a required replacement within 30 days, the Department may terminate this Agreement for default. Upon receipt of written notice from the Department that an employee of Vendor is unsuitable to the Department for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee. Vendor shall furnish to the Department’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. Vendor agrees that its officers and employees will cooperate with the Department in the performance of services under this Agreement and will be available for consultation with the Department at such reasonable times with advance notice as to not conflict with their other responsibilities. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. Vendor will not use the Department’s name, either express or implied, in any of its advertising or sales materials without the Department’s express written consent. The rights and remedies of the Department provided for in this Agreement are in addition to any other rights and remedies provided by law.

Appears in 1 contract

Samples: Service Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two four (24) one (1) year periods through negotiation between the Vendor and Government Support ServicesDepartment of Correction. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to: DE Department of Correction, 000 XxXxx Xxxx, Dover, DE 19904 ATTN:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract Services contemplated in this Agreement shall be from completed no later than April 30, 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services2017. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor for the performance of services described in Appendix , Statement of WorkServices. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as part of Appendix 2. 2.4. 2.3 Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work Services will not exceed the fixed fee amount of set forth on Appendix 1. It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by Vendor in an acceptable fashion and in a timely manner, and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services Services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services Services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. 2.4 Vendor shall submit monthly monthly, or periodic, invoices to Delaware seeking payment for Services rendered in the prior month or other billing period. Each invoice shall contain sufficient detail to support permit Delaware to determine whether the services provided during Services scheduled for that month were performed in accordance with the previous monthAgreement. Delaware agrees to pay those monthly invoices within thirty (30) business days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all 2.5 All expenses incurred in the performance of the services Services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and suppliesXxxxxx. 2.9. 2.6 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. 2.7 Delaware shall may subtract and offset from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, or resulting from or arising out of errors or omissions in Vendor’s work productsServices, which have not been previously paid as well as all other amounts due and owing by Vendor to VendorDelaware under this Agreement. 2.11. 2.8 Invoices shall be submitted to:: DE Department of Correction, 000 XxXxx Xxxx, Dover, DE 19904 ATTN: Xxxxxxx Xxxxxxx

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Servicesyears beginning July1, 2015 until June 30, 2017. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor Contractor for the performance of services as described in Appendix RFP #16-DVH-01 and in the response dated April 20, Statement of Work2015. The fee will be paid in accordance with the agreed upon payment schedule attached hereto as part of Appendix schedule. 2.4. 2.3 Delaware’s obligation to pay Vendor Contractor for the performance of services described in Appendix $ A, Statement of Work RFP Response, will not exceed the fixed fee amount of $400,000.00 from July 1, 2015 – June 30, 2016. The amount of year two, July 1, 2016 – June 30, 2017, will be determined prior to July 1, 2016.. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed Contractor for the agreed upon fixed feepayment. Delaware’s total liability for all charges for services that may my become due under this Agreement is limited to the total maximum expenditure(sexpenditures(s) authorized in Delaware’s purchase order(s) order to Vendor.Contractor 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor 2.4 Contractor shall submit monthly invoices to Delaware in sufficient detail to support identify the services provided during the previous monthdeliverables in Appendix A - RFP Response. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor Contractor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-good- faith dispute within thirty (30) days of receipt shall entitle Vendor Contractor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9Benchmark Therapies, 000 Xxxxx Xx, XX Xxx 000, Xxxxxxxxxx, XX 00000. 2.8. 2.5 Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorContractor. If an Appendix specifically provides for expense reimbursement, Vendor Contractor shall be reimbursed only for the reasonable expenses incurred by Vendor Contractor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. 2.6 Contractor agrees that any submission by or on behalf of Contractor of any claim for payment by Delaware shall constitute certification by Contractor that the services or items for which payment is claimed were actually rendered by Contractor or its agents, and that all information submitted in support of the claims is true, accurate, and complete. 2.7 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. 2.8 Invoices shall be submitted to:: Delaware Veterans Home Attention: Accounts Payable 000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxx, XX 00000

Appears in 1 contract

Samples: Rehabilitative Services Agreement

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract shall be from July 1, 20 2016 through June 30, 20 2017, with optional extensions for a period of one year each, maximum 3 years total. The Contract Compensation may be renewed for two (2) one (1) year periods through negotiation between increased during the Vendor and Government Support Servicesoptional extension years consistent with the percent of the salary increase received by State employees. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware 2.2 DIVISION OF LIBRARIES will pay Vendor VENDOR for the performance of services described in Appendix , the attached VENDOR Scope or Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix section 2.4 below. 2.4. Delaware’s 2.3 DIVISION OF LIBRARIES obligation to pay Vendor VENDOR for the performance of services described in Appendix $ , the Scope or Statement of Work will not exceed the fixed fee amount of $55,000. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor VENDOR and it shall be Vendor’s VENDOR responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s DIVISION OF LIBRARIES total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s DIVISION OF LIBRARIES purchase order(s) to VendorVENDOR. 2.5. The State reserves 2.4 Once the right to pay approved purchase order is received by Automated Clearing House (ACH)the VENDOR, Purchase Card (P-Card)the VENDOR may submit monthly, quarterly, or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly annual invoices to Delaware in sufficient detail to support the services provided during DIVISION OF LIBRARIES, where upon, the previous month. Delaware DIVISION OF LIBRARIES agrees to pay those invoices within thirty (30) days of invoice receipt. In the event Delaware DIVISION OF LIBRARIES disputes a portion of an invoice, Delaware DIVISION OF LIBRARIES agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor VENDOR a detailed statement of Delaware’s DIVISION OF LIBRARIES position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should will be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9VENDOR, VENDOR ADDRESS. 2.8. 2.5 Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorVENDOR. If an Appendix specifically provides for expense reimbursement, Vendor VENDOR shall be reimbursed only for reasonable expenses incurred by Vendor VENDOR in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware 2.6 DIVISION OF LIBRARIES is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware 2.7 DIVISION OF LIBRARIES shall subtract from any payment made to Vendor VENDOR all damages, costs and expenses caused by Vendor’s VENDOR negligence, resulting from or arising out of errors or omissions in Vendor’s VENDOR work products, which have not been previously paid to VendorVENDOR. 2.11. 2.8 Invoices shall be submitted to:: xxxxxxxxxx@xxx.xx.xx or Delaware Division of Libraries Attn: Accounting 000 Xxxxxx Xxxxxx Xxxx Xx Blvd N Dover, DE 19901

Appears in 1 contract

Samples: Service Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work(Service Specifications). The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix .. (Contract Budget) 2.42.3. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of (Service Specifications). Work will not exceed the fixed fee amount of $ . (Contract Value) It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number (ENTER CONTRACT NUMBER NUMBER) on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.6. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.7. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.8. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.9. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.112.10. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.43.1. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee total amount of set forth in Appendix-1. It is expressly understood that the work defined in the appendices Appendix-1 to this Agreement must be completed by Vendor Provider and it shall be VendorProvider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.53.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.63.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Provider shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally Additionally, there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.73.4. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge may be charged interest on the overdue portion at the lower of no more than 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.83.5. Unless provided otherwise in an Appendixthis Agreement, all expenses incurred in the performance of the services are to be paid by VendorProvider. 3.6. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers and tractors. Refer to IRS Publication 510 - Excise Taxes for more detail. Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an Appendix specifically provides for expense reimbursementexemption certificate is requested by a vendor, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance Division of Accounting will work with the services, including, but not necessarily limited to, travel agency and lodging expenses, communications charges, and computer time and supplies. 2.9vendor to complete the appropriate certificate. Delaware is a sovereign entity, and Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreementincluded in prices quoted. 2.103.7. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligencebreach of contract, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.113.8. Invoices shall be submitted to:to DDOC via email at: XXX_XxxxxXxxxxxx_Xxxx@xxxxxxxx.xxx

Appears in 1 contract

Samples: Professional Services Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from __________, 20 20__ through _________________, 20 20____. The Contract may be renewed for two (2) __________ one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix ___, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4___. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ ___, Statement of Work will not exceed the fixed fee amount of negotiated price structure included in Appendix ___. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER GSS18689-LEARN_MGT on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:to the address provided by the ordering agency. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement. Vendor shall appoint a Primary Contact who will have the authority within VENDOR NAME to ensure the performance of all services specified by this Agreement. The Primary Contact will be: Name Title ________________ ______________________ Designation of Primary Contact is subject to review and approval by Delaware. Upon receipt of written notice from Delaware that the Primary Contact is unsuitable to Delaware for good cause, VENDOR shall remove such employee from the performance of services and substitute in his/her place a suitable employee. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law. During the Design Phase, Vendor shall provide Delaware with a data dictionary or conceptual data model as identified in the RFP. A project schedule is included in Appendix A. Any delay of services or change in sequence of tasks must be approved in writing by Delaware. In the event that Vendor fails to complete the project or any phase thereof within the time specified in the Contract, or with such additional time as may be granted in writing by Delaware, or fails to prosecute the work, or any separable part thereof, with such diligence as will insure its completion within the time specified in this Agreement or any extensions thereof, Delaware shall suspend the payments scheduled as set forth in Appendix A. In connection with Vendor's provision of the Services, Delaware shall perform those tasks and fulfill those responsibilities specified in the appropriate Appendices. Delaware agrees that its officers and employees will cooperate with Vendor in the performance of services under this Agreement and will be available for consultation with Vendor at such reasonable times with advance notice as to not conflict with their other responsibilities. The services performed by Vendor under this Agreement shall be subject to review for compliance with the terms of this Agreement by Delaware’s designated representatives. Delaware representatives may delegate any or all responsibilities under the Agreement to appropriate staff members, and shall so inform Vendor by written notice before the effective date of each such delegation. The review comments of Delaware’s designated representatives may be reported in writing as needed to Vendor. It is understood that Delaware’s representatives’ review comments do not relieve Vendor from the responsibility for the professional and technical accuracy of all work delivered under this Agreement. Delaware shall, without charge, furnish to or make available for examination or use by Vendor as it may request, any data which Delaware has available, including as examples only and not as a limitation: Copies of reports, surveys, records, and other pertinent documents; Copies of previously prepared reports, job specifications, surveys, records, ordinances, codes, regulations, other documents, and information related to the services specified by this Agreement. Vendor shall return any original data provided by Delaware. Delaware shall assist Vendor in obtaining data on documents from public officers or agencies and from private citizens and business firms whenever such material is necessary for the completion of the services specified by this Agreement. Vendor will not be responsible for accuracy of information or data supplied by Delaware or other sources to the extent such information or data would be relied upon by a reasonably prudent contractor. Delaware agrees not to use Vendor’s name, either express or implied, in any of its advertising or sales materials. Vendor reserves the right to reuse the nonproprietary data and the analysis of industry-related information in its continuing analysis of the industries covered.

Appears in 1 contract

Samples: Professional Services Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract Agreement shall be from , 20 through , 20 . The Contract Agreement may be renewed for two three (23) one (1) year periods through negotiation between the Vendor Provider and Government Support ServicesDelaware. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor Provider for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of described in Appendix 1. 2.42.3. Delaware’s obligation to pay Vendor Provider for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee total amount of set forth in Appendix 1. It is expressly understood that the work defined in the appendices Appendix 1 to this Agreement must be completed by Vendor Provider and it shall be VendorProvider’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to VendorProvider. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors Providers shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally Additionally, there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.6. Vendor Provider shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor Provider a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge may be charged interest on the overdue portion at the lower of no more than 1.0% per month. All payments should be sent to the VendorProvider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.7. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorProvider. If an Appendix specifically provides for expense reimbursement, Vendor Provider shall be reimbursed only for reasonable expenses incurred by Vendor Provider in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.8. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers and tractors. Refer to IRS Publication 510 - Excise Taxes for more detail. Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by a sovereign entityvendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreementincluded in prices quoted. 2.102.9. Delaware shall subtract from any payment made to Vendor Provider all damages, costs and expenses caused by VendorProvider’s negligencebreach of contract, resulting from or arising out of errors or omissions in VendorProvider’s work products, which have not been previously paid to VendorProvider. 2.112.10. Invoices shall be submitted to:to DDOC via email at: XXX_XxxxxXxxxxxx_Xxxx@xxxxxxxx.xxx

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. 2.1 The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. 2.2 Delaware will pay Vendor VENDOR for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. 2.3 Delaware’s obligation to pay Vendor VENDOR for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of $ . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor VENDOR and it shall be VendorVENDOR’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5VENDOR. The State reserves VENDOR agrees that no work will be completed, nor costs incurred to be paid under this agreement, until a fully executed purchase order has been approved by the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part Department of the Finance in Delaware’s First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor 2.4 VENDOR shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor VENDOR a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor VENDOR to charge interest on the overdue portion at the lower of no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9VENDOR, VENDOR ADDRESS. 2.8. 2.5 Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by VendorVENDOR. If an Appendix specifically provides for expense reimbursement, Vendor VENDOR shall be reimbursed only for reasonable expenses incurred by Vendor VENDOR in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. 2.6 Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. 2.7 Delaware shall subtract from any payment made to Vendor VENDOR all damages, costs and expenses caused by VendorVENDOR’s negligence, resulting from or arising out of errors or omissions in VendorVENDOR’s work products, which have not been previously paid to VendorVENDOR. 2.11. 2.8 Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support ServicesDelaware. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the fixed fee amount of . It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers and tractors. More detail is included in IRS Publication 510 Excise Taxes located at xxxxx://xxx.xxx.xxx/publications/p510 . Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by a sovereign entityvendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreementincluded in prices quoted. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from May 1, 20 2017 through April 30, 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services2017. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Request for Proposal Statement of Work. The fee will be paid in accordance with the State of Delaware payment schedule attached hereto as part of Appendix hereto. 2.42.3. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Request for Proposal Statement of Work will not exceed the fixed fee amount of $75,000.00/year. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.52.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER GSS17789-CI-TECH on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.62.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.6. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.7. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.8. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.9. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.112.10. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware Department budget and technical review. 2.3. Delaware The Department will pay the Vendor for the performance of products and services described in Appendix Attachment X, Statement of Work. The fee will be paid in accordance with the payment schedule Price List attached hereto as part of Appendix . 2.4. Attachment X. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ Attachment X, Statement of Work will not exceed the fixed fee amount of Vendor’s Master Service Agreement. It is expressly understood that the work defined in the appendices to this Agreement must be completed by the Vendor and it shall be the Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for do not exceed the agreed upon fixed fee. DelawareThe Department’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delawarethe Department’s purchase order(s) to the Vendor. The State will not be liable for any goods or services provided by the vendor prior to the receipt of an approved purchase order. The Department will consider the Vendor’s request to update Attachment X, <Price list, Master Service Agreement, Enterprise Licensing Agreement etc. 2.5> on a quarterly/monthly/annual basis for additions to the catalog offering only. Changes to Attachment X are not permitted without written approval by the Department. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER DTI24-0054-VIDEO_SURV on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally Additionally, there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware the Department in sufficient detail to support the services provided during the previous month. Delaware The billing cycle will begin on the first day of each month and end on the last day of each month. Invoices must be received by the tenth day of each month. The Department agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware the Department disputes a portion of an invoice, Delaware agrees ; they agree to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s their position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice In the event that payment is not the subject of a good-faith dispute made within thirty (30) days of receipt shall entitle Vendor receipt, the State will not be required to charge interest on the overdue portion at the lower of 1.0% per monthpay late fees. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an AppendixAttachment, all expenses incurred in the performance of the services are to be paid by the Vendor. If an Appendix Attachment specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. In accordance with the Internal Revenue Service regulations, the State of Delaware is a sovereign entitygenerally exempt from federal excise tax for communications, certain fuels, sales by manufacturers and the tax on heavy trucks, trailers, and tractors. More detail is included in IRS Publication 510 Excise Taxes located at xxxxx://xxx.xxx.xxx/publications/p510. Per IRS regulations, all exemption certificates must be specific to the vendor and the type of excise tax. If an exemption certificate is requested by the Vendor, the Division of Accounting will work with the Department and Vendor to complete the appropriate certificate. Such taxes shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10included in prices quoted. Delaware The Department shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from from, or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:electronically to XXX_Xxxxxx@xxxxxxxx.xxx. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees, and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products, and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the DTI published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to the Department caused by Vendor’s failure to ensure compliance with DTI standards. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State, and Local statutes, codes, ordinances, resolutions, and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products. Permitted or required approval by the Department of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. The Department’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to the Department caused by Vendor’s performance or failure to perform under this Agreement. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. Designation of persons for each position is subject to review and approval by the Department. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify the Department immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by the Department. If Vendor fails to make a required replacement within 30 days, the Department may terminate this Agreement for default. Upon receipt of written notice from the Department that an employee of Vendor is unsuitable to the Department for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee. Vendor shall furnish to the Department’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. Vendor agrees that its officers and employees will cooperate with the Department in the performance of services under this Agreement and will be available for consultation with the Department at such reasonable times with advance notice as to not conflict with their other responsibilities. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. Vendor will not use the Department’s name, either express or implied, in any of its advertising or sales materials without the Department’s express written consent. The rights and remedies of the Department provided for in this Agreement are in addition to any other rights and remedies provided by law.

Appears in 1 contract

Samples: Video Surveillance Systems Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix , Statement of Work. The fee will be paid Services in accordance with the payment schedule set out on Exhibit 2 attached hereto as and made a part of Appendix hereof. 2.42.2. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ , Statement of Work Services will not exceed the fixed fee amount of amounts set out on Exhibit 2. It is expressly understood that the work defined in the appendices to this Agreement Services must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours sufficient competency and tasks are properly budgeted efficiency so that all services Services are completed for the agreed upon fixed feefees. 2.3. Unless otherwise provided on Exhibit 2, all payments will be sent to the Vendor’s identified address on record with Delaware’s total liability for all charges for services that may become due under this Agreement is limited to Division of Accounting as identified in the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendorcompletion of the electronic W-9. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.72.4. Vendor shall submit monthly quarterly invoices to Delaware in sufficient detail to support identify the services Services provided during the previous monthquarter. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event that Delaware disputes a all or any portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor with a detailed statement of Delaware’s position on the invoice, or disputed portion of the invoice invoice, within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.82.5. Unless provided otherwise in an AppendixExhibit 1, all expenses incurred in the performance of the services Services are to be paid by Vendor. If an Appendix Exhibit 1 specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the servicesServices, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.92.6. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.102.7. Delaware shall have the right to set aside or subtract from any payment to be made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11provisions of Services hereunder. 2.8. Invoices shall be submitted to:

Appears in 1 contract

Samples: Professional Services Agreement

Payment for Services and Expenses. 2.1. The term of the initial contract shall be from __________, 20 20__ through _________________, 20 20____. The Contract may be renewed for two (2) one (1) year periods through negotiation between the Vendor and Government Support Services. 2.2. As a Service subscription license costs shall be incurred at the individual license level only as the individual license is utilized within a fully functioning solution. Subscription costs will not be applicable during periods of implementation and solution development prior to the State’s full acceptance of a working solution. Additional subscription license requests above actual utilization may not exceed 5% of the total and are subject to Delaware budget and technical review. 2.3. Delaware will pay Vendor for the performance of services described in Appendix ___, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix . 2.4___. Delaware’s obligation to pay Vendor for the performance of services described in Appendix $ ___, Statement of Work will not exceed the fixed fee amount of $__________. It is expressly understood that the work defined in the appendices to this Agreement must be completed by Vendor and it shall be Vendor’s responsibility to ensure that hours and tasks are properly budgeted so that all services are completed for the agreed upon fixed fee. Delaware’s total liability for all charges for services that may become due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Vendor. 2.5. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P-Card), or check. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number ENTER CONTRACT NUMBER on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 2.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment for goods and services provided under contract. Vendors shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionally there shall be no minimum or maximum limits on any P-Card transaction under the contract. 2.7. Vendor shall submit monthly invoices to Delaware in sufficient detail to support the services provided during the previous month. Delaware agrees to pay those invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Vendor a detailed statement of Delaware’s position on the disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay any amount of an invoice that is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower of 1.0% per month. All payments should be sent to the Vendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 2.8. Unless provided otherwise in an Appendix, all expenses incurred in the performance of the services are to be paid by Vendor. If an Appendix specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.9. Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and local sales, use and excise taxes, including any interest and penalties from any related deficiency, which may become due and payable as a consequence of this Agreement. 2.10. Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by Vendor’s negligence, resulting from or arising out of errors or omissions in Vendor’s work products, which have not been previously paid to Vendor. 2.11. Invoices shall be submitted to:: Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project Involvement ________________ ______________________ ____________________ Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law. A project schedule is included in Appendix A. Any delay of services or change in sequence of tasks must be approved in writing by Delaware. In the event that Vendor fails to complete the project or any phase thereof within the time specified in the Contract, or with such additional time as may be granted in writing by Delaware, or fails to prosecute the work, or any separable part thereof, with such diligence as will insure its completion within the time specified in this Agreement or any extensions thereof, Delaware shall suspend the payments scheduled as set forth in Appendix A. In connection with Vendor's provision of the Services, Delaware shall perform those tasks and fulfill those responsibilities specified in the appropriate Appendices. Delaware agrees that its officers and employees will cooperate with Vendor in the performance of services under this Agreement and will be available for consultation with Vendor at such reasonable times with advance notice as to not conflict with their other responsibilities. The services performed by Vendor under this Agreement shall be subject to review for compliance with the terms of this Agreement by Delaware’s designated representatives. Delaware representatives may delegate any or all responsibilities under the Agreement to appropriate staff members, and shall so inform Vendor by written notice before the effective date of each such delegation. The review comments of Delaware’s designated representatives may be reported in writing as needed to Vendor. It is understood that Delaware’s representatives’ review comments do not relieve Vendor from the responsibility for the professional and technical accuracy of all work delivered under this Agreement. Delaware shall, without charge, furnish to or make available for examination or use by Vendor as it may request, any data which Delaware has available, including as examples only and not as a limitation: Copies of reports, surveys, records, and other pertinent documents; Copies of previously prepared reports, job specifications, surveys, records, ordinances, codes, regulations, other documents, and information related to the services specified by this Agreement. Vendor shall return any original data provided by Delaware. Delaware shall assist Vendor in obtaining data on documents from public officers or agencies and from private citizens and business firms whenever such material is necessary for the completion of the services specified by this Agreement. Vendor will not be responsible for accuracy of information or data supplied by Delaware or other sources to the extent such information or data would be relied upon by a reasonably prudent contractor. Delaware agrees not to use Vendor’s name, either express or implied, in any of its advertising or sales materials. Vendor reserves the right to reuse the nonproprietary data and the analysis of industry-related information in its continuing analysis of the industries covered.

Appears in 1 contract

Samples: Professional Services

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