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Crossroads Software Maintenance and Enhancement Services VDH PAGE 18 Contract # VDH-21-707-0156

All reimbursed expenses will be billed to VDH on a pass-through basis without any markup by Supplier. At VDH’s request, Supplier shall provide copies of receipts for all travel expenses over US$30.00.

G. Disputed Charges If, during invoice review, VDH identifies an invoice discrepancy, VDH will notify the Supplier in writing of the details and amount of the disputed charge and has the right to withhold the disputed amount until the dispute is resolved. Supplier shall respond in writing to VDH’s notification of a disputed charge acknowledging Supplier’s receipt of the dispute within five (5) business days. Any charges disputed by VDH will be resolved (whether by credit or explanation of the charge to VDH’s satisfaction) in VDH’s required format within two (2) billing cycles (60 calendar days) following VDH’s written notification. In the absence of the Supplier’s written evidence identifying the merit of the disputed amounts, VDH will not be obligated to pay the disputed amounts and may consider the matter concerning the specific identified amounts closed. VDH will not pay any disputed amounts that remain unresolved after 120 calendar days. If a disputed charge is reversed, Supplier shall reverse all associated surcharges, regulatory charges and taxes.

14. REPORTING Supplier shall submit to VDH a monthly report containing data on: Small Business Procurement and Subcontracting Spend This report must be submitted in accordance with the instructions and further detailed requirements, and on the templates set forth below. Supplier’s failure to comply with all reporting, payment, and other requirements in this section may be deemed by VDH, in its sole discretion, to be a breach of the Contract. A. Small Business Procurement and Subcontracting Spend Supplier shall provide to VDH a report of monthly subcontracting spend data. This data must include Supplier's total spend to all Subcontractors who provide direct performance for obligations under this Contract. Supplier’s monthly subcontracting spend data must be submitted at: SWAM@VDH.Virginia.gov. In addition, every six (6) months following the Effective Date, Supplier shall submit to VDH a “SWaM Subcontracting Certification of Compliance” (“SSCC”) certifying that Supplier has fully complied with the Contract’s Supplier Procurement and Subcontracting Plan ("Plan"). A copy of Supplier’s Plan is attached to this Contract as Exhibit H, and is incorporated by reference. The SSCC must include a written explanation of any variances of greater than 20% between the Plan and the actual subcontractor spend by Supplier. Supplier’s SSCC will be maintained by VDH in the Supplier’s procurement file. Supplier must submit the SSCC to the following address: SWAM@VDH.virginia.gov. In the event that Supplier fails to comply with its contractually obligated Plan spend or fails to report its contractually obligated Plan spend, VDH may, at its sole discretion, prohibit or delay any renewals or extensions of the Contract, withhold any final payments due, or both. Supplier’s failure to comply will be considered in the prospective award of any future contracts with Supplier.

15. SUPPLIER PERFORMANCE METRICS VDH has developed a set of supplier service level requirements (“SLR”) relating to Supplier’s performance under this Contract and which are attached hereto and incorporated by reference as Exhibit I. Supplier agrees to be bound by and perform its obligations under this Contract pursuant to the SLR. The remedies for Supplier’s failure to meet the SLR are set forth in Exhibit I. The cumulative SLR remedies for any month shall not exceed 20% of Supplier’s invoice for the applicable month. While SLR remedies may decrease Supplier’s invoice amount, no remedy will have the effect of denying, preventing, or delaying payment that was otherwise due under the Contract. Supplier and VDH agree to meet within 30 calendar days of the Effective Date of this Contract to set forth the methodology and designated personnel of each Party to provide, collect, monitor, and report the SLA performance data and mutually agreed-to incentives and remedies. Supplier agrees to provide to VDH a report of its performance against the SLAs as stated in Exhibit I throughout the Term. Supplier’s report must include a comparison of its SLA performance against the agreed-to targets and, in the event of any shortfall by Supplier, proposed remediation measures. Any instances of Supplier non-compliance will be recorded in Supplier’s Contract file and shared with Contract stakeholders. Supplier further agrees that any degradation or failure of Supplier’s performance obligations may result in failure to renew the DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E