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Crossroads Software Maintenance and Enhancement Services VDH PAGE 17 Contract # VDH-21-707-0156

from Federal Procurement and Non-procurement Programs. D. Performance Work Statement (PWS) The Performance Work Statement (PWS), in the format provided for in Exhibit A and Exhibit A-1 attached to this Contract, outlines the services pursuant to this Contract. Supplier shall perform any and all contractual obligations at the times and locations set forth in the applicable PWS and at the rates set forth in Exhibit B to this Contract. Any change to the PWS must be described in a written change request. Change requests will be subject to written approval of the other Party before it becomes part of this Contract. Invoice Procedures.

Supplier shall remit each invoice to the “bill-to” address provided with the order promptly after all Supplier’s performance obligations have been accepted and in accordance with the milestone payment schedule in the Contract or as otherwise described in this Contract. Payment for any support services, as authorized in the Contract, will be as stated in this Contract. Supplier shall invoice for each Transition In Period (Month) following the end of the month through the duration of the Transition In Period (Three [3] Months). Supplier shall invoice for Software Maintenance and Enhancement Services monthly based on a proration of the total annual cost. Supplier shall invoice for Estimated Enhancements monthly based on the number of hours utilized in the prior month. Supplier shall invoice for Service Orders monthly based on actual hours utilized in the prior month, in accordance with the Change Control Process. Supplier shall invoice for Hosted Environments monthly based on a proration of the total cost. Supplier will invoice each member of the Crossroads User Group in accordance with the Crossroads User Group Charter. For the avoidance of doubt, VDH is not responsible for paying costs that are the responsibility of another member of the Crossroads User Group. No invoice may include any costs other than those identified in this Contract, and those costs must be in accordance with the schedule of fees listed on Exhibit B. Without limiting the foregoing, all shipping costs are the Supplier’s responsibility except to the extent shipping charges are identified in Exhibit B and noted in this Contract. Supplier shall issue invoices that identify, at a minimum: i. Dates/periods that invoice covers, including any service or subscription periods, as applicable. ii. Line item description of the Deliverable(s) applicable to this Contract, including any components or service type, and, if applicable, the project milestone. iii. Quantity, charge and extended pricing for each line item iv. Applicable date of the Contract v. This Contract number vi. Supplier’s Federal Employer Identification Number (“FEIN”) Any terms included on Supplier’s invoice will have no force or effect and will in no way bind VDH. E. Purchase Payment Terms Supplier is responsible for the accuracy of its billing information. Supplier may not issue invoices pursuant to this Contract until all of Supplier's performance obligations have been accepted and are in accordance with the milestone payment schedule in the applicable order or SOW, or until after services have been rendered. Charges for Deliverables, Components or Services accepted more than 90 calendar days prior to receipt of a valid invoice may not be paid. In the event Supplier repeatedly over-bills VDH, VDH may assess a one percent (1%) charge for the amount over-billed for each month that such over-billing continues. F. Reimbursement of Expenses VDH shall pay, or reimburse Supplier, for all reasonable and actual travel-related expenses for greater than 30 miles from portal to portal incurred by Supplier during the relevant period. VDH will only be liable to pay for Supplier’s travel-related expenses, including transportation, meals, lodging and incidental expenses that have been authorized by VDH in advance. The travel- related expenses will be reimbursable at the then-current per diem amounts as published by the Virginia Department of Accounts (http://www.doa.virginia.gov/).

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