Common use of Payment for Services and Expenses Clause in Contracts

Payment for Services and Expenses. 3.1. Delaware’s obligation to pay Provider for the performance of services will not exceed the total amount set forth in Appendix-1. It is expressly understood that the work defined in Appendix- 1 to this Agreement must be completed by Provider and it shall be 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 Provider. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider shall submit 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 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreement, all expenses incurred in the performance of the services are to be paid by Provider. 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 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 included in prices quoted. 3.7. Delaware shall subtract from any payment made to Provider all damages, costs and expenses caused by Provider’s breach of contract, resulting from or arising out of errors or omissions in Provider’s work products, which have not been previously paid to Provider. 3.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Payment for Services and Expenses. 3.12.1. The term of the initial contract shall be from , 20 through , 20 . 2.2. Delaware will pay 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 . 2.3. Delaware’s obligation to pay Provider VENDOR NAME for the performance of services described in Appendix , Statement of Work will not exceed the total amount set forth negotiated price structure included in Appendix-1Appendix . It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider VENDOR NAME and it shall be ProviderVENDOR 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 ProviderVENDOR NAME. 3.22.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle VENDOR NAME to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the Provider’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. 3.52.5. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVENDOR NAME. If an exemption certificate Appendix specifically provides for expense reimbursement, VENDOR NAME shall be reimbursed only for reasonable expenses incurred by 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. 2.6. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.72.7. Delaware shall subtract from any payment made to Provider VENDOR NAME all damages, costs and expenses caused by ProviderVENDOR NAME’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVENDOR NAME’s work products, which have not been previously paid to ProviderVENDOR NAME. 3.82.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇the address provided by the ordering agency.▇▇▇

Payment for Services and Expenses. 3.1The 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 Delaware. 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. 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 ___. Delaware’s obligation to pay Provider Vendor for the performance of services described in Appendix ___, Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $__________. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 Provider. 3.2Vendor. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- P-Card), or check. 3.3. 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. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreement. 3.4the contract. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 3.6Vendor. 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. 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 More detail is included in IRS Publication 510 - Excise Taxes for more detaillocated at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/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 included in prices quoted. 3.7. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Provider. 3.8Vendor. 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 DDOC via email at: ▇▇▇_this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at ▇▇▇▇://▇▇▇▇▇▇▇▇_▇▇▇▇@.▇▇▇▇▇▇▇▇.▇▇▇/, 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.

Payment for Services and Expenses. 3.12.1. The term of the initial contract shall be from , 20 through , 20 . 2.2. Delaware will pay 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 . 2.3. Delaware’s obligation to pay Provider VENDOR NAME for the performance of services described in Appendix , Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $ . It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider VENDOR NAME and it shall be ProviderVENDOR 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 ProviderVENDOR NAME. 3.22.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle VENDOR NAME to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the Provider’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. 3.52.5. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVENDOR NAME. If an exemption certificate Appendix specifically provides for expense reimbursement, VENDOR NAME shall be reimbursed only for reasonable expenses incurred by 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. 2.6. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.72.7. Delaware shall subtract from any payment made to Provider VENDOR NAME all damages, costs and expenses caused by ProviderVENDOR NAME’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVENDOR NAME’s work products, which have not been previously paid to Provider. 3.8VENDOR NAME. 2.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇to:

Payment for Services and Expenses. 3.1. Delaware’s obligation to pay Provider for the performance of services will not exceed the total amount set forth in Appendix-1. It is expressly understood that the work defined in Appendix- 1 to this Agreement must be completed by Provider and it shall be 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 Provider. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreementthe contract. 3.4. Provider shall submit 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 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreement, all expenses incurred in the performance of the services are to be paid by Provider. 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 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 included in prices quoted. 3.7. Delaware shall subtract from any payment made to Provider all damages, costs and expenses caused by Provider’s breach of contract, resulting from or arising out of errors or omissions in Provider’s work products, which have not been previously paid to Provider. 3.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Payment for Services and Expenses. 3.12.1. The term of the initial contract shall be from , 20 through , 20 . 2.2. 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 . 2.3. Delaware’s obligation to pay Provider Vendor for the performance of services described in Appendix , Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $ . It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 ProviderVendor. 3.22.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.52.5. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVendor. If an exemption certificate 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. 2.6. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.72.7. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to ProviderVendor. 3.82.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇to:

Payment for Services and Expenses. 3.12.1. The term of the initial contract shall be from , 20 , 20 . through 2.2. 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 . 2.3. Delaware’s obligation to pay Provider Vendor for the performance of services described in Appendix , Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $ . It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 ProviderVendor. 3.22.4. 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. 3.32.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreementthe contract. 3.42.6. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.52.7. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVendor. If an exemption certificate 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. 2.8. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.72.9. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to ProviderVendor. 3.82.10. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇to:

Payment for Services and Expenses. 3.12.1 The term of the initial contract shall be from February 15, 2013 through December 31, 2013. 2.2 Delaware will pay Ocean Surveys, Inc. for the performance of services described in Appendix B, Scope of Services. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix C. 2.3 Delaware’s obligation to pay Provider Ocean Surveys, Inc. for the performance of services described in Appendix B, Statement of Services will not exceed the total fixed fee amount set forth in Appendix-1of $ 190,000. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Ocean Surveys, Inc. and it shall be ProviderOcean Surveys, Inc.’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 Provider.Ocean Surveys, Inc. 3.2. The State reserves the right to pay by Automated Clearing House (ACH)2.4 Ocean Surveys, Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider Ocean Surveys, 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 may be charged shall entitle Ocean Surveys, Inc. to charge interest on the overdue portion at no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9Ocean Surveys, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇. 3.5. 2.5 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by ProviderOcean Surveys, Inc. If an Appendix specifically provides for expense reimbursement, Ocean Surveys, Inc. shall be reimbursed only for reasonable expenses incurred by Ocean Surveys, Inc. in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 3.6. In accordance with the Internal Revenue Service regulations, the State of 2.6 Delaware is generally exempt from federal excise tax for communicationsa sovereign entity, 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. 2.7 Delaware shall subtract from any payment made to Provider Ocean Surveys, Inc. all damages, costs and expenses caused by ProviderOcean Surveys, Inc.’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderOcean Surveys, Inc.’s work products, which have not been previously paid to Provider.Ocean Surveys, Inc.. 3.8. 2.8 Invoices shall be submitted to DDOC via email atto: ▇▇▇_▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇_, Delaware Coastal Programs, ▇ ▇▇▇▇ ▇@▇▇▇ ▇▇▇▇▇▇▇▇, Suite 201, Dover DE, 19901.▇▇▇

Payment for Services and Expenses. 3.12.1 The term of the initial contract shall be from May 1, 2012 through December 31, 2012. 2.2 Delaware will pay Contractor for the performance of services described in Appendix A, Statement of Work and Contractor Services. The fee will be paid in accordance with the payment schedule attached hereto as part of Appendix A. 2.3 Delaware’s obligation to pay Provider Contractor for the performance of services described in Appendix A, Statement of Work and Contractor Services, will not exceed the total amount set forth in Appendix-1of $49,920.00. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider and it shall be Provider’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 Provider.Contractor 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 2.4 Contractor shall submit 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 Provider 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 may be charged shall entitle Contractor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the Provider’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). 3.5. 2.5 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxContractor. If an exemption certificate Appendix specifically provides for expense reimbursement, Contractor shall be reimbursed only for the reasonable expenses incurred by Contractor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.6 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 requested 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 vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable for 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. 3.7. 2.8 Delaware shall subtract from any payment made to Provider Contractor all damages, costs and expenses caused by ProviderContractor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderContractor ’s work products, which have not been previously paid to Provider. 3.8. 2.9 Invoices shall be submitted to DDOC via email atto: Delaware Veterans Home Attention: Accounts Payable ▇▇▇ ▇▇▇_▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇ ▇▇▇▇▇▇▇, ▇.▇ ▇▇▇▇▇

Payment for Services and Expenses. 3.1The term of the initial contract shall be from October 1, 2015 through June 30, 2016. Delaware will pay 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. Delaware’s obligation to pay Provider Vendor for the performance of services described in Appendix B, Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $__________. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 Provider. 3.2Vendor. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVendor. If an exemption certificate 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. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quoted. 3.7liable 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. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Provider. 3.8Vendor. Invoices shall be submitted to DDOC via email atto: Contract Manager Division of Developmental Disabilities Services Office of Budget, Contracts, and Business Services Woodbrook Professional Center ▇▇▇_▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇ ▇▇▇▇▇▇ ▇▇▇.▇▇, ▇▇ ▇▇▇▇▇

Payment for Services and Expenses. 3.12.1 The Services contemplated in this Agreement shall be completed no later than June 30, 2016. 2.2 Delaware will pay Vendor for the performance of Services. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as Appendix 1 and Appendix 2. 2.3 Delaware’s obligation to pay Provider Vendor for the performance of services Services will not exceed the total fixed fee amount set forth in Appendix-1on Appendix 1. It is expressly understood that the work defined in Appendix- 1 to this Agreement Services must be completed by Provider Vendor in an acceptable fashion and in a timely manner, and it shall be ProviderVendor’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 ProviderVendor. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card)2.4 Vendor shall submit monthly, or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionallyperiodic, there shall be no minimum or maximum limits on any P-Card transaction under this Agreement. 3.4. Provider shall submit 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 Provider 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreement, all 2.5 All expenses incurred in the performance of the services Services are to be paid by ProviderVendor. 3.6. In accordance with the Internal Revenue Service regulations, the State of 2.6 Delaware is generally exempt from federal excise tax for communicationsa sovereign entity, 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. 2.7 Delaware shall may subtract and offset from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, or resulting from or arising out of errors or omissions in ProviderVendor’s work productsServices, which have not been previously paid as well as all other amounts due and owing by Vendor to ProviderDelaware under this Agreement. 3.8. 2.8 Invoices shall be submitted to DDOC via email atto: DE Department of Correction, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Dover, DE 19904 ATTN: ▇▇. ▇_▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Payment for Services and Expenses. 3.14.1 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. DelawareIf, 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 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 reimbursed for travel expenses incurred for travel in performance of the Services approved by the Department. Travel expense reimbursement shall be on a per diem basis in lieu of reimbursement for actual expenses for intrastate and interstate travel. Travel expense methodology must conform to the per diem rates for intrastate and interstate travel in the latest version of the standard CONUS rates as published in table form from time to time by the NAIC as part of the NAIC’s obligation 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. The total reimbursement for expenses shall not exceed $ during the Term of the contract. 4.4 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. 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 not invoice for “travel time.” 4.7 The Department shall not pay Provider any costs for services or expenses not within Subsections 4.2 and 4.3, and shall not prepay for the services or expenses. 4.8 On a not less than monthly basis during its performance of services Services, Contractor will not exceed the total amount set forth in Appendix-1. It is expressly understood that the work defined in Appendix- 1 to this Agreement must be completed by Provider send an invoice and it shall be 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 Provider. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider shall submit 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 remittance copy of the invoice within thirty (30) days of receipt and to provide 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State attention of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreement, all expenses incurred in the performance of the services are to be paid by Provider. 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 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 included in prices quoted. 3.7. Delaware shall subtract from any payment made to Provider all damages, costs and expenses caused by Provider’s breach of contract, resulting from or arising out of errors or omissions in Provider’s work products, which have not been previously paid to Provider. 3.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇_▇▇▇▇▇ ▇▇▇▇▇, if delivered by hand or sent by commercial delivery service. 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 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇, Department Accountant [(▇▇▇) ▇▇▇-▇▇▇▇ or ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇]. 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 invoices if Contractor has failed to complete a task or project or submit an examination report within the 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 Contractor’s performance. 4.13 Upon termination of this Contract for any reason, payments under the Contract shall cease, except Contractor shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Contractor has not yet been paid up to the limits of the Contract.

Payment for Services and Expenses. 3.12.1 The Services contemplated in this Agreement shall be completed no later than June 30, 2017. 2.2 Delaware will pay Vendor for the performance of Services. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as Appendix 1 and Appendix 2. 2.3 Delaware’s obligation to pay Provider Vendor for the performance of services Services will not exceed the total fixed fee amount set forth in Appendix-1on Appendix 1. It is expressly understood that the work defined in Appendix- 1 to this Agreement Services must be completed by Provider Vendor in an acceptable fashion and in a timely manner, and it shall be ProviderVendor’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 ProviderVendor. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card)2.4 Vendor shall submit monthly, or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionallyperiodic, there shall be no minimum or maximum limits on any P-Card transaction under this Agreement. 3.4. Provider shall submit 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 Provider 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreement, all 2.5 All expenses incurred in the performance of the services Services are to be paid by Provider▇▇▇▇▇▇. 3.6. In accordance with the Internal Revenue Service regulations, the State of 2.6 Delaware is generally exempt from federal excise tax for communicationsa sovereign entity, 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. 2.7 Delaware shall may subtract and offset from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, or resulting from or arising out of errors or omissions in ProviderVendor’s work productsServices, which have not been previously paid as well as all other amounts due and owing by Vendor to ProviderDelaware under this Agreement. 3.8. 2.8 Invoices shall be submitted to DDOC via email atto: DE Department of Correction, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Dover, DE 19904 ATTN: ▇▇. ▇_▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Payment for Services and Expenses. 3.17.1 WFB Fees & “Pass Through” Costs & Expenses. Delaware’s obligation to pay Provider In consideration for the performance of WFB's services will not exceed the total amount set forth in Appendix-1. It is expressly understood that the work defined in Appendix- 1 to this Agreement must be completed by Provider and it shall be 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 Provider. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider shall submit 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 invoice within thirty following charges (30) days of receipt including any applicable taxes): 7.1.1 All Payment Company acquiring Interchange fees, Transaction charges, frequency charges, application fees, dues and to provide 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 other fees which may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreement, all expenses incurred in the performance of the services applicable that are to be paid by Provider. 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 Company or the type of excise tax. If an exemption certificate is requested by a vendor, the Division of Accounting will work Merchants; 7.1.2 Interbank clearing fees incurred in connection with the agency transmittal by WFB of funds to Merchants; 7.1.3 All initial and vendor annual Contracted Party registration fees charged to complete the appropriate certificate. Such taxes shall not be included in prices quoted.WFB by any Payment Company; 3.7. Delaware shall subtract from any payment made 7.1.4 All fines or penalties paid by WFB to Provider all damages, costs and expenses caused by Provider’s breach of contract, a Payment Company resulting from Company's violation of the Payment Company Rules or directives of any Payment Company; 7.1.5 All chargeback losses owed by WFB to any Payment Company arising out from a Merchant's insolvency or failure to pay; 7.1.6 Merchant fines owed by WFB to any Payment Company because of errors Merchants' insolvency or omissions in Provider’s work productsfailure to pay; and 7.1.7 All reasonable, actual and documented expenses and fees paid to third parties, which have are (a) incurred in maintaining the sponsorship relationship by WFB on behalf of Company (including but not been previously paid limited to, WFB's retention of outside lawyers or other third party service providers for consulting services in relation to Providerany legal, regulatory or any matters that may arise under, or in connection with, 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. 3.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Payment for Services and Expenses. 3.1The 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 Delaware. 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. 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 ___. Delaware’s obligation to pay Provider Vendor for the performance of services described in Appendix ___, Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $__________. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 Provider. 3.2Vendor. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- P-Card), or check. 3.3. 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. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreement. 3.4the contract. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVendor. If an exemption certificate 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. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quoted. 3.7liable 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. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Provider. 3.8Vendor. 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 DDOC via email at: ▇▇▇_this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at ▇▇▇▇://▇▇▇▇▇▇▇▇_▇▇▇▇@.▇▇▇▇▇▇▇▇.▇▇▇/, 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.

Payment for Services and Expenses. 3.12.1 The term of the initial contract shall be from August, 2013 through August, 2015. 2.2 Delaware will pay 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. 2.3 Delaware’s obligation to pay Provider AMEC for the performance of services described in Appendix B, Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $ 303,516. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider AMEC and it shall be ProviderAMEC’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 ProviderAMEC. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle AMEC to charge interest on the overdue portion at no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9AMEC, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. 3.5. 2.5 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxAMEC. If an exemption certificate Appendix specifically provides for expense reimbursement, AMEC shall be reimbursed only for reasonable expenses incurred by AMEC in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.6 Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. 2.7 Delaware shall subtract from any payment made to Provider AMEC all damages, costs and expenses caused by ProviderAMEC’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderAMEC’s work products, which have not been previously paid to ProviderAMEC. 3.8. 2.8 Invoices shall be submitted to DDOC via email atto: Division of Air Quality ▇▇▇_▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Castle, DE 19720 Attn: ▇▇▇▇▇_▇ ▇▇▇▇@. ▇▇▇▇▇▇▇▇.▇▇▇

Payment for Services and Expenses. 3.1. Delaware’s obligation to 2.1 The term of this Agreement shall be from March 20, 2018 through June 30, 2015, unless the Agreement is terminated for cause, convenience, funding out, or by mutual agreement. 2.2 Administrative Entity will pay Provider CONTRACTOR for the performance of services described in Appendices B. Payments to the CONTRACTOR shall continue under the payment procedures established by the Administrative Entity during the close out period. The 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 denied as untimely. 2.3 CONTRACTOR agrees to deposit all award funds in 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 Single Audit Act and auditing procedures, if required. 2.4 Administrative Entity’s obligation to pay CONTRACTOR for the performance of services described in this Agreement will not exceed the total awarded amount set forth in Appendix-1of $ , .00. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider the CONTRACTOR and it shall be Providerthe 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 Providerthe CONTRACTOR. 3.2. 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. 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 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. 3.32.6 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. The State of Delaware intends to maximize CONTRACTOR’s submission must be related to, and necessary for, the use execution of the Purchase Card (P-Card) performance plan in order to be considered an allowable cost for payment of goods and services provided under contractreimbursement. Provider shall not charge additional fees CONTRACTOR further agrees that any change in the award budget plan will require a request submitted to the Administrative Entity in writing, indicating the basis for acceptance of this payment method and shall incorporate any costs into their proposalsthe modification or need for the desired change. AdditionallyIf the request is so approved, there shall be no minimum or maximum limits on any P-Card transaction under this Agreementthe Administrative Entity will notify the CONTRACTOR in writing. 3.4. Provider shall submit 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 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. 2.7 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxCONTRACTOR. If an exemption certificate Appendix specifically provides for expense reimbursement, CONTRACTOR shall be reimbursed only for reasonable expenses incurred by CONTRACTOR in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communication charges, and computer time and supplies. 2.8 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 requested 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 vendorfor-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 Division approval of Accounting will work with which may not be unreasonably withheld. CONTRACTOR agrees to furnish periodic performance reports as contemplated in the agency Federal Assistance Reporting Checklist or any document which is included in the appendices. 2.9 Delaware is a sovereign entity, and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. Delaware 2.10 Administrative Entity shall subtract from any payment made to Provider CONTRACTOR all damages, costs and expenses caused by ProviderCONTRACTOR’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderCONTRACTOR’s work products, which have not been previously paid to ProviderCONTRACTOR. 3.82.11 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 DDOC via email atto: Department of Labor, Division of Employment & Training, Fiscal Unit, ▇▇▇_▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,▇▇▇▇▇▇▇▇▇▇, ▇▇_▇▇▇▇@▇▇▇▇ ▇▇▇▇▇.▇▇▇ 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.

Payment for Services and Expenses. 3.1. 2.1 The term of the initial contract shall be from December 29, 2014 through December 29, 2015. 2.2 It is agreed that the total cost for the services provided under this Agreement shall not exceed $300,000.00. 2.3 OPTIMAL is responsible for costs incurred in excess of the total cost of this Agreement, and Delaware is not liable for such costs. 2.4 Delaware’s obligation to pay Provider OPTIMAL for the performance of services described in the Scope of Work will not exceed the total amount set forth in Appendix-1of $300,000.00. It is expressly understood that the work defined in Appendix- 1 the Scope of Work to this Agreement must is to be completed by Provider performed on a time and it shall be Provider’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 ProviderOPTIMAL. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle OPTIMAL to charge interest on the overdue portion at no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Provider’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. 3.5. Unless provided otherwise in this Agreement, all expenses incurred in the performance of the services are to be paid by Provider. 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 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 included in prices quoted. 3.7. Delaware shall subtract from any payment made to Provider all damages, costs and expenses caused by Provider’s breach of contract, resulting from or arising out of errors or omissions in Provider’s work products, which have not been previously paid to Provider. 3.8. Invoices shall be submitted to DDOC via email at: ▇▇ ▇▇▇_▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇, ▇▇.▇▇▇ 2.6 Unless provided otherwise in the Scope of Work, OPTIMAL shall be reimbursed for reasonable expenses incurred by OPTIMAL in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies.

Payment for Services and Expenses. 3.1Delaware will pay Vendor for the performance of Services in accordance with the payment schedule set out on Exhibit 2 attached hereto and made a part hereof. Delaware’s obligation to pay Provider Vendor for the performance of services Services will not exceed the total amount fee amounts set forth in Appendix-1out on Exhibit 2. It is expressly understood that the work defined in Appendix- 1 to this Agreement Services must be completed by Provider Vendor and it shall be ProviderVendor’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 Provider. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use completion of the Purchase Card (P-Card) for payment of goods and services provided under contractelectronic W-9. Provider 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 this Agreement. 3.4. Provider Vendor shall submit 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 Provider 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this AgreementExhibit 1, all expenses incurred in the performance of the services Services are to be paid by Provider. 3.6Vendor. In accordance with If Exhibit 1 specifically provides for expense reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by Vendor in the Internal Revenue Service regulationsperformance of the Services, the State of including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. Delaware is generally exempt from federal excise tax for communicationsa sovereign entity, 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quoted. 3.7liable 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. Delaware shall have the right to set aside or subtract from any payment to be made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Provider. 3.8provisions 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 DDOC via email at: ▇▇▇_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 ▇▇▇▇://▇▇▇▇▇▇▇▇_▇▇▇▇@.▇▇▇▇▇▇▇▇.▇▇▇/, 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.

Payment for Services and Expenses. 3.12.1. The term of the initial contract shall be from , 20 through , 20 . 2.2. 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 . 2.3. Delaware’s obligation to pay Provider Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of . It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 ProviderVendor. 3.22.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.52.5. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVendor. If an exemption certificate 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. 2.6. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.72.7. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to ProviderVendor. 3.82.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇to:

Payment for Services and Expenses. 3.12.1. Delaware will pay Vendor for the performance of Services in accordance with the payment schedule set out on Exhibit 2 attached hereto and made a part hereof. 2.2. Delaware’s obligation to pay Provider Vendor for the performance of services Services will not exceed the total amount fee amounts set forth in Appendix-1out on Exhibit 2. It is expressly understood that the work defined in Appendix- 1 to this Agreement Services must be completed by Provider Vendor and it shall be ProviderVendor’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 Providercompletion of the electronic W-9. 3.22.4. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider Vendor shall submit 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 Provider 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.52.5. Unless provided otherwise in this AgreementExhibit 1, all expenses incurred in the performance of the services Services are to be paid by ProviderVendor. If Exhibit 1 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. 3.62.6. In accordance with the Internal Revenue Service regulations, the State of Delaware is generally exempt from federal excise tax for communicationsa sovereign entity, 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.72.7. Delaware shall have the right to set aside or subtract from any payment to be made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Provider. 3.8provisions of Services hereunder. 2.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇to:

Payment for Services and Expenses. 3.12.1 The term of the contract shall be for two years beginning July1, 2015 until June 30, 2017. 2.2 Delaware will pay Contractor for the performance of services as described in RFP #16-DVH-01 and in the response dated April 20, 2015. The fee will be paid in accordance with the agreed upon payment schedule. 2.3 Delaware’s obligation to pay Provider Contractor for the performance of services described in Appendix A, RFP Response, will not exceed the total amount set forth in Appendix-1of $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 Appendix- 1 the appendices to this Agreement must be completed by Provider and it shall be Provider’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 Provider.Contractor 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 2.4 Contractor shall submit 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 Provider 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 may be charged shall entitle Contractor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the Provider’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, ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. 3.5. 2.5 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxContractor. If an exemption certificate Appendix specifically provides for expense reimbursement, Contractor shall be reimbursed only for the reasonable expenses incurred by Contractor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 2.6 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 requested 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 vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable for 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. 3.7. Delaware shall subtract from any payment made to Provider all damages, costs and expenses caused by Provider’s breach of contract, resulting from or arising out of errors or omissions in Provider’s work products, which have not been previously paid to Provider. 3.8. 2.8 Invoices shall be submitted to DDOC via email atto: Delaware Veterans Home Attention: Accounts Payable ▇▇▇ ▇▇▇_▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇ ▇▇▇▇▇▇▇, ▇.▇ ▇▇▇▇▇

Payment for Services and Expenses. 3.1As 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 Department budget and technical review. The Department will pay the Vendor for the products and services described in Attachment X, Statement of Work. The fee will be paid in accordance with the Price List attached hereto as part of Attachment X. Delaware’s obligation to pay Provider Vendor for the performance of services will not exceed the total amount set forth described in Appendix-1Attachment X, Vendor’s Master Service Agreement. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider the Vendor and it shall be Providerthe 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 Providerthe 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. 3.2> 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- P-Card), or check. 3.3. Agencies that are part of the First State Financial (FSF) system are required to identify the 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. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreement. 3.4the contract. Provider 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 Provider 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 may receipt, the State will not be charged interest on the overdue portion at no more than 1.0% per monthrequired to pay late fees. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreementan Attachment, all expenses incurred in the performance of the services are to be paid by Provider. 3.6the Vendor. If an 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. 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 trailers, and tractors. Refer to More detail is included in IRS Publication 510 - Excise Taxes for more detaillocated at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/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 vendorthe Vendor, the Division of Accounting will work with the agency Department and vendor Vendor to complete the appropriate certificate. Such taxes shall not be included in prices quoted. 3.7. Delaware The Department shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from from, or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Provider. 3.8Vendor. Invoices shall be submitted electronically to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. 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 ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/, 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.

Payment for Services and Expenses. 3.1Vendor’s compensation for any Engagement shall be based on the rates, caps and other terms set forth in the pricing schedule affixed hereto as Exhibit 1. DelawareVendor will not request additional payments directly from DOA, or from any other State of Delaware entity, or enter into negotiations for additional services, consulting or otherwise, without prior consent from DOA. DOA’s obligation to pay Provider Vendor for the performance of services Services will not exceed the total amount amounts set forth in Appendix-1on Exhibit 1. It Vendor is expressly understood that the work defined in Appendix- 1 to this Agreement must be completed by Provider and it shall be Provider’s responsibility to ensure that hours and tasks are properly budgeted so solely responsible for ensuring that all services Services are completed for the agreed upon rates, caps, and other terms. Annual fees and/or rates shall be fixed feefor the initial term of the Agreement and, at DOA’s option, shall remain fixed for any extension period. Delaware’s total liability for Unless otherwise agreed by DOA, all charges for services that may become payments due under this Agreement is limited to the total maximum expenditure(s) authorized in Delaware’s purchase order(s) to Provider. 3.2. The State reserves the right to pay by will be made via Automated Clearing House transfer using the bank account information provided by Vendor. Except as set forth on Exhibit 1 or resulting from a specific request by Vendor and approved in writing by DOA (ACH“Permitted Expenses”), Purchase Card (P- Card)all Vendor’s costs, or check. 3.3. The State of Delaware intends fees, and expenses, including but not limited to maximize the use of the Purchase Card (P-Card) for payment of goods travel and services provided under contract. Provider shall not charge additional fees for acceptance of this payment method lodging expenses, communications charges, and shall incorporate any costs into their proposals. Additionallycomputer time and supplies, there shall be no minimum or maximum limits on any P-Card transaction under this Agreement. 3.4. Provider shall submit 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 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreement, all expenses incurred in the performance of the services Services are to Vendor’s responsibility and shall be paid by Provider. 3.6Vendor, at Vendor’s sole expense. 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes Vendor shall not be included reimbursed for any expenses incurred by Vendor in prices quoted. 3.7the performance of the Engagement. Delaware Vendor shall subtract from any payment made to Provider all damagesbill DOA only for hours actually worked and Permitted Expenses actually incurred on the Engagement and shall bill DOA in amount calculated by multiplying the number of hours worked by the applicable hourly rates set forth on Exhibit 1. Permitted Expenses, costs and expenses caused by Provider’s breach of contractif any, resulting from or arising out of errors or omissions in Provider’s work products, which have not been previously paid to Provider. 3.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇listed on Exhibit 1. Frequency of billing by Vendor shall not exceed once per calendar month during the course of any Engagement. If there are multiple Engagements ongoing at the same time, Vendor shall send one invoice per Engagement, unless otherwise agreed by DOA.▇▇▇

Payment for Services and Expenses. 3.1The term of the initial contract shall be from __________, 20__ through _________________, 20____. The Contract may be renewed for __________ one (1) year periods through negotiation between the Vendor and Government Support Services. 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. 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 ___. Delaware’s obligation to pay Provider Vendor for the performance of services described in Appendix ___, Statement of Work will not exceed the total amount set forth negotiated price structure included in Appendix-1Appendix ___. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 Provider. 3.2Vendor. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- P-Card), or check. 3.3. Agencies that are part of the First State Financial (FSF) system are required to identify the 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. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreement. 3.4the contract. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVendor. If an exemption certificate 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. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quoted. 3.7liable 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. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Provider. 3.8Vendor. Invoices shall be submitted to DDOC via email at: ▇▇▇_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 ▇▇▇▇://▇▇▇▇▇▇▇▇_▇▇▇▇@.▇▇▇▇▇▇▇▇.▇▇▇/, 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.

Payment for Services and Expenses. 3.12.1. The term of the initial contract shall be from , 20 through , 20 . The Contract may be renewed for three (3) 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 Provider Vendor for the performance of services described in Appendix $ , Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of . It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 ProviderVendor. 3.22.5. 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 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. 3.32.6. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreementthe contract. 3.42.7. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.52.8. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVendor. If an exemption certificate 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 requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.72.10. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to ProviderVendor. 3.82.11. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇to:

Payment for Services and Expenses. 3.12.1. The term of the initial contract shall be from through , 20 . The Contract may be renewed for two (2) optional extensions for two (2) year periods for each extension through negotiation between the Provider and Delaware. 2.2. Delaware will pay Provider for the performance of services in accordance with the payment schedule described in Appendix 1. 2.3. Delaware’s obligation to pay Provider for the performance of services will not exceed the total amount set forth in Appendix-1Appendix 1. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider and it shall be 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 Provider. 3.22.4. 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 on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. 3.32.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreementthe contract. 3.42.6. 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 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.52.7. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. If an Appendix specifically provides for expense reimbursement, Provider shall be reimbursed only for reasonable expenses incurred by Provider in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 3.62.8. 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 More detail is included in IRS Publication 510 - Excise Taxes for more detaillocated at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/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 included in prices quoted. 3.72.9. Delaware shall subtract from any payment made to Provider all damages, costs and expenses caused by Provider’s breach of contract, resulting from or arising out of errors or omissions in Provider’s work products, which have not been previously paid to Provider. 3.82.10. Invoices shall be submitted to DDOC via email atto: DE Department of Correction, ▇▇▇_▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, Dover, DE 19904 ATTN:

Payment for Services and Expenses. 3.12.1 The term of the initial contract shall be from July 1, 2016 through June 30, 2017, with optional extensions for a period of one year each, maximum 3 years total. Delaware’s obligation to Compensation may be increased during the optional extension years consistent with the percent of the salary increase received by State employees. 2.2 DIVISION OF LIBRARIES will pay Provider VENDOR for the performance of services described in the attached VENDOR Scope or Statement of Work. The fee will be paid in accordance with section 2.4 below. 2.3 DIVISION OF LIBRARIES obligation to pay VENDOR for the performance of services described in the Scope or Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $55,000. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider VENDOR and it shall be Provider’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 ProviderVENDOR. 3.2. 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. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider shall submit 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 Provider 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should will be sent to the Provider’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. 3.5. 2.5 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVENDOR. If an exemption certificate 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. 2.6 DIVISION OF LIBRARIES is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. Delaware 2.7 DIVISION OF LIBRARIES shall subtract from any payment made to Provider VENDOR all damages, costs and expenses caused by Provider’s breach of contractVENDOR negligence, resulting from or arising out of errors or omissions in Provider’s VENDOR work products, which have not been previously paid to ProviderVENDOR. 3.8. 2.8 Invoices shall be submitted to DDOC via email atto: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇ or Delaware Division of Libraries Attn: Accounting ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ Blvd N Dover, DE 19901

Payment for Services and Expenses. 3.1The 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. 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. 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 ___. Delaware’s obligation to pay Provider Vendor for the performance of services described in Appendix ___, Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $__________. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 Provider. 3.2Vendor. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- P-Card), or check. 3.3. 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. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreement. 3.4the contract. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVendor. If an exemption certificate 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. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quoted. 3.7liable 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. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Provider. 3.8Vendor. 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 DDOC via email at: ▇▇▇_this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at ▇▇▇▇://▇▇▇▇▇▇▇▇_▇▇▇▇@.▇▇▇▇▇▇▇▇.▇▇▇/, 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.

Payment for Services and Expenses. 3.12.1 The term of the initial contract shall be from , 20 through , 20 . 2.2 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 . 2.3 Delaware’s obligation to pay Provider VENDOR for the performance of services described in Appendix , Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $ . It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider VENDOR and it shall be ProviderVENDOR’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 ProviderVENDOR. 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 Department of Finance in Delaware’s First State Financial system. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle VENDOR to charge interest on the overdue portion at no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Provider’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. 3.5. 2.5 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVENDOR. If an exemption certificate 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. 2.6 Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. 2.7 Delaware shall subtract from any payment made to Provider VENDOR all damages, costs and expenses caused by ProviderVENDOR’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVENDOR’s work products, which have not been previously paid to ProviderVENDOR. 3.8. 2.8 Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇to:

Payment for Services and Expenses. 3.1The term of the initial contract shall be from __________, 20__ through _________________, 20____. 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 ___. Delaware’s obligation to pay Provider Vendor for the performance of services described in Appendix ___, Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $__________. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 Provider. 3.2Vendor. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVendor. If an exemption certificate 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. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quoted. 3.7liable 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. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Provider. 3.8Vendor. 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 DDOC via email at: ▇▇▇_this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at ▇▇▇▇://▇▇▇▇▇▇▇▇_▇▇▇▇@.▇▇▇▇▇▇▇▇.▇▇▇/, 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.

Payment for Services and Expenses. 3.12.1 The term of the initial contract shall be from May 1, 2015 through April 30, 2016. 2.2 Delaware will pay 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. 2.3 Delaware’s obligation to pay Provider VENDOR for the performance of services described in Appendix B, Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $21,480. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider VENDOR and it shall be ProviderVENDOR’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 ProviderVENDOR. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 2.4 VENDOR shall submit invoices in accordance with the schedule set forth in Appendix C of this contract, 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 Provider 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 may be charged shall entitle VENDOR to charge interest on the overdue portion at no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Provider’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, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. 3.5. 2.5 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by ProviderVENDOR. 3.6. In accordance with the Internal Revenue Service regulations, the State of 2.6 Delaware is generally exempt from federal excise tax for communicationsa sovereign entity, 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.72.7 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 Provider VENDOR all damages, costs and expenses caused by ProviderVENDOR’s breach of contractnegligence, resulting from or arising out of gross errors or omissions in ProviderVENDOR’s work products, which have not been previously paid to Provider. 3.8. 2.8 Invoices shall be submitted to DDOC via email atto: Division of Air Quality ▇▇▇_▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Castle, DE 19720 Attn: ▇▇▇▇▇_▇▇▇▇@▇ ▇▇▇▇▇▇▇▇.▇▇▇

Payment for Services and Expenses. 3.12.1. The term of the initial Agreement shall be from May 1, 2023 through June 30, 2026. The Agreement may be renewed for two (2) optional extensions for a period of two (2) years for each extension through negotiation and mutual written agreement between the Provider and Delaware. 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. Delaware will pay Provider for the performance of services as described in Appendix-1. The fee will be paid in accordance with this Agreement and the invoice instructions provided in Appendix-1. 2.3. Delaware’s obligation to pay Provider for the performance of services will not exceed the total amount set forth in Appendix-1. It is expressly understood that the work services defined in Appendix- 1 Appendix-1 to this Agreement must be completed by the Provider and it shall be 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 Provider. 3.22.4. The State reserves Delaware will make payment to the right to pay Provider by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.42.5. Provider shall submit 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 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.52.6. Unless provided otherwise in this Agreement, all expenses incurred in the performance of the services are to be paid by Provider. 3.62.7. 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 a sovereign entity 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.72.8. Delaware shall subtract from any payment made to Provider all damages, costs and expenses caused by Provider’s breach of contract, resulting from or arising out of errors or omissions in Provider’s work products, which have not been previously paid to Provider. 3.82.9. Invoices shall be submitted Provider agrees to DDOC via email at: ▇▇▇_certify in writing, under penalty of ▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇, 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 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.▇▇▇

Payment for Services and Expenses. 3.12.1. The term of the initial contract shall be from May 1, 2017 through April 30, 2017. 2.2. Delaware will pay Vendor for the performance of services described in Request for Proposal Statement of Work. The fee will be paid in accordance with the State of Delaware payment schedule attached hereto. 2.3. Delaware’s obligation to pay Provider Vendor for the performance of services described in Request for Proposal Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $75,000.00/year. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 ProviderVendor. 3.22.4. 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 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. 3.32.5. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreementthe contract. 3.42.6. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.52.7. Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVendor. If an exemption certificate 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. 2.8. Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.72.9. Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to ProviderVendor. 3.82.10. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇to:

Payment for Services and Expenses. 3.12.1 The term of the initial contract shall be from February 11, 2013 through February 11, 2014. 2.2 Delaware will pay KCI Technologies, Inc. for the performance of services described in Exhibit A, Statement of Work. The fee will be paid in accordance with the payment schedule attached hereto as part of Exhibit A. 2.3 Delaware’s obligation to pay Provider KCI Technologies, Inc. for the performance of services described in Exhibit A, Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $ 60,000. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider KCI Technologies, Inc. and it shall be Provider’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 Provider.KCI Technologies, Inc.. 3.2. The State reserves the right to pay by Automated Clearing House (ACH)2.4 KCI Technologies, Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle KCI Technologies, Inc. to charge interest on the overdue portion at no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Provider’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., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. 3.5. 2.5 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by ProviderKCI Technologies, Inc.. If an Appendix specifically provides for expense reimbursement, KCI Technologies, Inc. shall be reimbursed only for reasonable expenses incurred by 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. 3.6. In accordance with the Internal Revenue Service regulations, the State of 2.6 Delaware is generally exempt from federal excise tax for communicationsa sovereign entity, 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. 2.7 Delaware shall subtract from any payment made to Provider KCI Technologies, Inc . all damages, costs and expenses caused by Provider’s breach of contractKCI Technologies, Inc. negligence, resulting from or arising out of errors or omissions in Provider’s KCI Technologies, Inc. work products, which have not been previously paid to ProviderKCI Technologies, Inc. . 3.8. 2.8 Invoices shall be submitted to DDOC via email atto: ▇▇▇_DNREC, Division of Watershed Stewardship Attn: ▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇. ▇▇▇▇ 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 ▇▇▇▇://▇▇▇_▇▇▇▇@.▇▇▇▇▇▇▇▇.▇▇▇/, 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- ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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.

Payment for Services and Expenses. 3.1. Delaware’s obligation to pay Provider for the performance of services will not exceed the total amount set forth in Appendix-1. It is expressly understood that the work defined in Appendix- 1 Appendix-1 to this Agreement must be completed by Provider and it shall be 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 Provider. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- P-Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreementthe contract. 3.4. Provider shall submit 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 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreement, all expenses incurred in the performance of the services are to be paid by Provider. 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 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 included in prices quoted. 3.7. Delaware shall subtract from any payment made to Provider all damages, costs and expenses caused by Provider’s breach of contract, resulting from or arising out of errors or omissions in Provider’s work products, which have not been previously paid to Provider. 3.8. Invoices shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Payment for Services and Expenses. 3.12.1 The Services contemplated in this Agreement shall be completed no later than April 30, 2017. 2.2 Delaware will pay Vendor for the performance of Services. The fee will be paid in accordance with this Agreement and the payment schedule attached hereto as Appendix 2. 2.3 Delaware’s obligation to pay Provider Vendor for the performance of services Services will not exceed the total fixed fee amount set forth in Appendix-1on Appendix 1. It is expressly understood that the work defined in Appendix- 1 to this Agreement Services must be completed by Provider Vendor in an acceptable fashion and in a timely manner, and it shall be ProviderVendor’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 ProviderVendor. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card)2.4 Vendor shall submit monthly, or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider shall not charge additional fees for acceptance of this payment method and shall incorporate any costs into their proposals. Additionallyperiodic, there shall be no minimum or maximum limits on any P-Card transaction under this Agreement. 3.4. Provider shall submit 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 Provider 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 may be charged interest on the overdue portion at no more than 1.0% per month. All payments should be sent to the Provider’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreement, all 2.5 All expenses incurred in the performance of the services Services are to be paid by Provider▇▇▇▇▇▇. 3.6. In accordance with the Internal Revenue Service regulations, the State of 2.6 Delaware is generally exempt from federal excise tax for communicationsa sovereign entity, 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. 2.7 Delaware shall may subtract and offset from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, or resulting from or arising out of errors or omissions in ProviderVendor’s work productsServices, which have not been previously paid as well as all other amounts due and owing by Vendor to ProviderDelaware under this Agreement. 3.8. 2.8 Invoices shall be submitted to DDOC via email atto: DE Department of Correction, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Dover, DE 19904 ATTN: ▇▇▇_▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Payment for Services and Expenses. 3.12.1 The term of the initial contract shall be from June 13 , 2022 through March 30, 2023. 2.2 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 A. 2.3 Delaware’s obligation to pay Provider VENDOR for the performance of services described in Appendix A, Statement of Work will not exceed the total fixed fee amount set forth in Appendix-1of $ 73,560.73. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider VENDOR and it shall be ProviderVENDOR’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 ProviderVENDOR. ▇▇▇▇▇▇ 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 Department of Finance in Delaware’s First State Financial system. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 2.4 VENDOR shall submit 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 Provider 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 may be charged shall entitle VENDOR to charge interest on the overdue portion at no more than 1.0% per monthmonth or 12% per annum. All payments should be sent to the Provider’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 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. 3.5. 2.5 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Provider. 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 taxVENDOR. If an exemption certificate 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. 2.6 Delaware is requested by a vendorsovereign entity, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. 2.7 Delaware shall subtract from any payment made to Provider VENDOR all damages, costs and expenses caused by ProviderVENDOR’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVENDOR’s work products, which have not been previously paid to ProviderVENDOR. 3.8. 2.8 Invoices shall be submitted to DDOC via email atto: ▇▇▇_▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Principal Planner Climate and Sustainability Programs DNREC Division of Climate, Coastal and Energy ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇_, ▇▇▇▇@▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇.▇▇▇

Payment for Services and Expenses. 3.1The Department will pay the Contractor for the products and services described in Attachment D, Statement of Work. The fee will be paid in accordance with the Price List attached hereto as part of Attachment E. Delaware’s obligation to pay Provider Vendor for the performance of services will not exceed the total amount set forth described in Appendix-1Attachment F, Contractor’s Service Level Agreement (SLA). It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider the Contractor and it shall be Providerthe Contractor’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 Provider. 3.2the Contractor. 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 State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- P-Card), or check. 3.3. Agencies that are part of the First State Financial (FSF) system are required to identify the contract number DTI240046-TEL_SVC on all Purchase Orders (P.O.) and shall complete the same when entering P.O. information in the state’s financial reporting system. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider Contractors 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 this Agreement. 3.4the contract. Provider Contractor shall submit monthly invoices to Delaware the Department in sufficient detail to support the services provided during the previous month. Delaware 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 Provider Contractor a detailed statement of Delaware’s their position on the disputed portion of the invoice within thirty (30) days of receipt. DelawareThe Department’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 may be charged shall entitle the Contractor’s to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreementan Attachment, all expenses incurred in the performance of the services are to be paid by Provider. 3.6the Contractor. If an Attachment specifically provides for expense reimbursement, Contractor shall be reimbursed only for reasonable expenses incurred by Contractor in the performance of the services, including, but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 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 trailers, and tractors. Refer to More detail is included in IRS Publication 510 - Excise Taxes for more detaillocated at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/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 vendorthe Contractor, the Division of Accounting will work with the agency Department and vendor Contractor to complete the appropriate certificate. Such taxes shall not be included in prices quoted. 3.7. Delaware The Department shall subtract from any payment made to Provider Contractor all damages, costs and expenses caused by ProviderContractor’s breach of contractnegligence, resulting from from, or arising out of errors or omissions in ProviderContractor’s work products, which have not been previously paid to Provider. 3.8Contractor. Invoices shall be submitted electronically to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.

Payment for Services and Expenses. 3.12.1 The term of the initial contract shall be from Start Date through End Date. Delaware shall pay the Vendor as set forth in this Section 2 and the 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 Delaware will pay Vendor for the performance of services described in Appendix B Statement of Work. The fees will be paid in accordance with the rates and payment schedule attached hereto as part of Appendix C. 2.3 Delaware’s obligation to pay Provider Vendor for the performance of non-Medicaid services described in Appendix B, Statement of Work will not exceed the total amount set forth in Appendix-1of FY17_Contract_Amount. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider Vendor and it shall be ProviderVendor’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 ProviderVendor. 3.2. The State reserves the right to pay by Automated Clearing House (ACH), Purchase Card (P- Card), or check. 3.3. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of goods and services provided under contract. Provider 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 this Agreement. 3.4. Provider 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 Provider 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 may be charged shall entitle Vendor to charge interest on the overdue portion at no more than the lower of 1.0% per month. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. 2.5 Unless provided otherwise in this Agreementan Appendix, all expenses incurred in the performance of the services are to be paid by Providerthe Vendor. 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 but not necessarily limited to, travel and lodging expenses, communications charges, and computer time and supplies. 3.6. In accordance with the Internal Revenue Service regulations, the State of 2.6 Delaware is generally exempt from federal excise tax for communicationsa sovereign entity, 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 vendor, the Division of Accounting will work with the agency and vendor to complete the appropriate certificate. Such taxes shall not be included in prices quotedliable 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. 3.7. 2.7 Delaware shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Providervendor. 3.8. 2.8 Invoices payable by Delaware shall be submitted to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇to:

Payment for Services and Expenses. 3.1As 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 Department budget and technical review. The Department will pay the Vendor for the products and services described in Attachment X, Statement of Work. The fee will be paid in accordance with the Price List attached hereto as part of Attachment X. Delaware’s obligation to pay Provider Vendor for the performance of services will not exceed the total amount set forth described in Appendix-1Attachment X, Vendor’s Master Service Agreement. It is expressly understood that the work defined in Appendix- 1 the appendices to this Agreement must be completed by Provider the Vendor and it shall be Providerthe 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 Providerthe 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. 3.2> 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- P-Card), or check. 3.3. Agencies that are part of the First State Financial (FSF) system are required to identify the 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. The State of Delaware intends to maximize the use of the Purchase Card (P-Card) for payment of for goods and services provided under contract. Provider 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 this Agreement. 3.4the contract. Provider 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 Provider 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 may receipt, the State will not be charged interest on the overdue portion at no more than 1.0% per monthrequired to pay late fees. All payments should be sent to the ProviderVendor’s identified address on record with the State of Delaware’s Division of Accounting as identified in the completion of the electronic W-9. 3.5. Unless provided otherwise in this Agreementan Attachment, all expenses incurred in the performance of the services are to be paid by Provider. 3.6the Vendor. If an 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. 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 trailers, and tractors. Refer to More detail is included in IRS Publication 510 - Excise Taxes for more detaillocated at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/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 vendorthe Vendor, the Division of Accounting will work with the agency Department and vendor Vendor to complete the appropriate certificate. Such taxes shall not be included in prices quoted. 3.7. Delaware The Department shall subtract from any payment made to Provider Vendor all damages, costs and expenses caused by ProviderVendor’s breach of contractnegligence, resulting from from, or arising out of errors or omissions in ProviderVendor’s work products, which have not been previously paid to Provider. 3.8Vendor. Invoices shall be submitted electronically to DDOC via email at: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. 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 ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/, 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.