Attachment G - PAYMENT SCHEDULE 20260513.docx

ATTACHMENT G - PAYMENT SCHEDULE

1. PAYMENTS

Actual payments made to the Offeror will be based on the information submitted by the Offeror in the Pricing Schedule in Attachment F and actual quantities, as set forth in the sections below, shall constitute the only compensation to the Contractor for services rendered and/or goods produced under the Contract.

All payments are subject to the terms and conditions of the Method of Payment as identified in Section X of the RFP.

a. Start-up Payments VDOT will pay the Contractor the Start-up Payments as identified in Form F1 of Attachment F. Invoices for Start-up Payments shall be submitted within 10 business days of achieving the corresponding milestone as defined in Form F1.

No payment will be made for work in progress on the prescribed payment dates; payment will only be made upon completion and acceptance of each milestone deliverable.

b. Monthly Payments Subject to review and approval of invoices and supporting documentation, Once Full Operations Transition has been achieved, VDOT will make Monthly Payments to the Contractor by:

1. Summing the Fixed Costs and Variable Costs for the month;

2. Adjusting the Fixed Cost and Variable Cost payments reflecting performance non-compliance for that month; and

3. Adding allowable Direct Cost payments for the month with agreed markup on allowable items.

The Fixed Cost Payment for any month in a given Operations Year will reflect the total annual Fixed Cost bid by the Contractor for that Operations Year divided by 12. If Full Operations Transition occurs mid-month, the Fixed Cost Payment for that month will be prorated based on the number days of the month remaining after Full Operations Transition divided by the total number of days in that month. VDOT reserves the right to reduce Fixed Cost Payments where the Contractor has not yet fully completed transition of a service that is intended to be covered by the Contractor’s Fixed Cost Payments. For example, if Contractor has not yet set-up transponder storage, and VDOT continues to be responsible for transponder storage under existing agreements, the cost of this storage will be deducted from the Fixed Cost Payment until the transition of such items is complete.

The Variable Cost Payment for any month shall equal the sum of Variable Cost unit prices multiplied by the occurrence of each Variable Cost unit during that month.

The Direct Cost payment shall be based on the allowable Direct Costs actually incurred by the Contractor with allowable markup as identified in Form F and shall be supported by detailed invoices/receipts for those items.

In months where key performance standards are not achieved, the fixed cost and variable cost items for that month will be reduced according to the percent payment deduction calculated according to Table G1 and supporting text.

c. Payment hold-back relating to delivery of Plans, Manuals and Documents.

To ensure the timely delivery of the Draft and Final Plans, Manuals, and Documents referenced in Exhibit 1 to Attachment I, Scope of Services, VDOT shall withhold ten (10) percent of the monthly fixed costs until such time as the Contractor delivers all Final Plans, Manuals and Documents.

The Contractor shall be eligible to invoice upon VDOT approval of the final work products.

Table G.1: Percent Payment Deduction Corresponding to the Number of Performance Standards Missed by the Contractor in any given month (m) in Contract Year (y) Number of Performance Standards Missed Percent Payment Deduction (%)

RFP 160190 CSC

Note if KPI are subsequently revised for a prior month, recalculation of that prior month’s payment shall be made and any adjustment applied to the current month or separate payment/adjustment process agreed.

In the event of the same performance standard being missed for three consecutive months or more, an additional five percent (5%) Percent Payment Deduction will be added to Table G.1 of Attachment G for each additional month for which such performance standard is missed. The key performance standard, ID #56 in Attachment I, Section 6.5 Key Performance Standards, (Comply with all approved Business Rules) is excluded from this consecutive three-month rule.

In the event that the Contractor achieves the Incentive Performance standard, the Contractor shall be entitled to an additional payment of 2% of the fixed cost and variable cost items for that month.

The following Direct Costs will be made to the Contractor on a monthly basis:

· The rent, utility costs, and building security costs incurred by the Contractor in connection with the operation of the following facilities:

· Norfolk E-ZPass Customer Service Center 1701 Church Street, Norfolk, VA 23504

· Portsmouth E-ZPass Customer Service Center 4010 Victory Blvd, Portsmouth, VA 23701

· IT staging location (if separate from Clifton Forge)

· Postage costs, including letter mailing and transponder shipping;

· Transponder disposal and/or recycling costs;

· Professional personal service;

· Vending machine monthly service fees.

VDOT will not pay the Contractor for any other Direct Cost unless agreed through executed task order.

Direct Cost Payment is subject to review and approval by VDOT of documents fully and completely substantiating the Direct Costs incurred by the Contractor, including submission of subcontracts and purchase orders upon VDOT request.

2. TASK ORDERS

VDOT may, from time to time, require the Contractor to perform work that is in line within the scope of this RFP but not directly included in the RFP on a task order basis.

In developing a proposal for a task order, the Contractor shall identify costs, including labor costs and other direct costs, and all staff proposed to perform the work and use the rates submitted as part of the Proposal in Form F6, subject to CPI increase/decrease in accordance with the Renewal of Contract clause (Special Term & Condition MM). The amount proposed shall be a not-to- exceed amount approved by VDOT.

Should VDOT require the Contractor to perform such work, VDOT will compensate the Contractor for approved task order according to payment terms defined in the task order (either on a time plus material basis supported by timesheets and receipts or a fixed price basis), not to exceed the approved amount.

Other direct costs associated with the task order will be paid to the Contractor at cost, without any mark up or profit, subject to review and approval by VDOT of documentation fully and completely substantiating such costs incurred by the Contractor. Overnight travel shall only be allowed as a Task Order expense where the Contractor is required to provide services further than

1.5 hours travel time from a location staffed for this Contract (e.g. to attend a special event greater than 1.5 hours from Clifton Forge or a Walk-In Center.)

If a position or level is not identified in Form F6, VDOT will determine, in its sole discretion, the applicable rate(s) for the staff proposed by the Contractor for a given task order.

Task orders will be issued using the format specified in Attachment O - Task Order Template.

3. WALK-IN CENTERS

VDOT reserves the right to close any or all walk-in centers.

Should VDOT close a Walk-In Center on a given date, starting with the first full month after such date, the monthly Fixed Cost associated with the walk-in center, calculated by dividing by 12 the corresponding annual Fixed Cost item listed in Form F2 and F5 of Attachment F, shall be deducted from all subsequent monthly payments owed the Contractor, for each corresponding Contract Year.