CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is made this 25” day of ori \ , 2017, effective as of the ——~day of , 2017, in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Department of Justice (hereinafter referred to as “Government”) and RedMane Technology LLC of 8614 Catalpa Ave., Suite 1001, Chicago, Illinois 60656 (hereinafter referred to as “Contractor’). References herein to “this Contract” include the appendices, and any amendments and addenda that are in the future agreed upon in writing by the parties hereto. WIJNESSETH: .. , 1 WHEREAS, the Government is in need of the services of a Contractor to provide upgrades, enhancements, maintenance and support of its Child Support Territorial Automated Reporting System (““CSTARS”) computer program for the Paternity and Child Support Division (“PCSD”), which duties and responsibilities are to be performed in the U.S. Virgin Islands, and are more particularly described in the attached Appendix I hereto, CSTARS Compliance Check List (which was also included as an apperidix to the Government’s Request for Proposal (RFP- 016-2016 (P)), Upgrade, Maintenance and Support of CSTARS, as amended (the “RFP”’)); Appendix II hereto, Statement of Work (also included as an Appendix to the RFP); Appendix III hereto, Contractor’s Revised Cost Proposal submitted July 11, 2016 (the “Revised Cost Proposal’); Appendix IV hereto, the RFP, with attached Appendices A-F; and Appendix V hereto, Contractor’s Proposal submitted in response to the RFP (collectively with the Revised Cost Proposal, the “Proposal’’), WHEREAS, the Contractor represents that it is willing to and capable of providing such services; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES The Contractor will provide the services described in this Contract (“Services”) as set forth in this Contract, including but not limited to Appendices I through V hereto. 2a TERM _ This Contract, shall commence upon the execution of this Contract by the Governor of the Virgin Islands and shali terminate 365 days thereafter. This Contract shall be subject to annual renewals, for up to four successive one year terms. Renewal shall be at the sole option of the Government. All terms and conditions of this Contract. shall remain the same throughout subsequent renewals except that the support and maintenance cost may be increased by 3% per annum for each additional year, and the hourly change order rates set forth in the Revised Cost contractno, P047D05T17 Tiitials y REP No. 016-2016 (P) 7T = DM3\4355585.1 Proposal (“Change Order Rates”) shall be revised as mutually agreed by Contractor and the — Government. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the Services required under this Contract, agrees to pay the Contractor the sum of One Million Two Hundred Seventy Eight Thousand Eight Hundred and Thirteen Dollars ($1,278,813.00) for the total cost of Services provided by the Contractor, which includes the following amounts: A. General Support and Maintenance Services. (1) Seven Hundred Ninety Seven Thousand Five Hundred and Fifty-Six Dollars ($797,556.00) shall be paid annually at the rate of Sixty Six Thousand Four Hundred and Forty Three Dollars ($66,463.00) per month for the term of this Contract for professional services for general support and maintenance Services as set forth in subsection 3.A(2) for up to 5330 hours (which Contractor represents is equivalent to PCSD’s prior level of vendor support of 5930 hours) during the 12 month period effective from the date of the signing of this Contract by the Governor of the Virgin Islands., (Appendix III, Revised Cost Proposal submitted July 11, 2016). (2) If the Contractor’s professional services for general support and maintenance Services provided pursuant to this Contract exceed 5330 hours in a year, then the Contractor shall be compensated for such additional hours at the Change Order Rates set forth in the Revised Cost Proposal submitted July 11, 2016 (See Appendix III). (3) General Support and Maintenance Services requires the Contractor to provide training(s) to the agency staff for program applications and system use as requested by the Paternity and Child Support Division including whenever enhancements, modifications or upgrades are implemented and/or made to CSTARS, (Appendix I, CSTARS Compliance Checklist). These trainings shall be onsite, unless the parties mutually agree to another venue or method of training. B. Upgrades/Enhancements. An amount not to exceed Four Hundred Eighty One Thousand Two Hundred and Fifty Seven Dollars ($481,257.00) per year shall be paid at the rate of Fifty Three Thousand Four Hundred and Seventy Three Dollars ($53,473.00) per month for upgrades, including placing CSTARS on a web based portal and other enhancements for the aggregate total of not more than 2750 hours, commencing during months 4 through 12 of the first year of the Contract. During months 1 through 3, the Contractor will concentrate all its efforts on support and maintenance and assessing the system; and it is agreed and understood that the Contractor will not utilize the same employees working on the maintenance and support of CSTARS, to work on the Upgrades project without the consent of the Government as provided under subsection 30.F. (Appendix III, Revised Cost Proposal submitted July 11, 2016.) The Contractor and the Government acknowledge and agree that most of the $481,257.00 and 2750 hours will be used to implement upgrades and placing CSTARS on a web based portal; if the Contractor completes.such work in less than 2750 hours, any remaining unused hours of the conreacrwo_ POaTOO J TI?" RFP No. 016-2016 (P) DM3\4355585. 1 Initials enhancements utilizing previously unused hours within the 2750 hours, any services on enhancements provided in excess of 2750 hours will be billed at the Change Order Rates in the Revised Cost Proposal submitted July 11, 2016 (See Appendix III). fos Invoicing. The Contractor agrees to submit timely invoices when Services are rendered; and the Contractor specifically agrees that it will submit invoices within 15 days after the end of each calendar month. Undisputed approved invoices will be due and payable by the Government within thirty (30) days of invoice. 4. TRAVEL, EQUIPMENT, SUPPLIES No compensation shall be paid to the Contractor, its agents, employees or any of its subcontractors providing Services under this Contract for travel, any of the equipment, supplies or materials which are part of this project, and/or are to be used to perform the Services provided by the Contractor. =s RECORDS The Contractor, when applicable, will present records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The Contractor agrees to maintain the professional standards applicable to its profession and to consultants doing business in the United States Virgin Islands. te DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials, programs, printouts and memoranda of every description derived therefrom and prepared by Contractor for the Government pursuant to this Contract shall become the property of the Government and shall be turned over to it at the termination of this Contract. The above described materials shall not be used by Contractor or by any other person or entity except upon the written permission of the Government. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the Government to persons, firms, associations, or corporations engaged by Contractor as servants, agents, or independent contractors, or in any other capacity whatsoever, or make Government liable to any such persons, firms associations, or corporations for the acts, omissions, liabilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to unemployment insurance and social security taxes for Contractor, its servants, agents or independent contractors. conrractno? OAd DOS TUF initidls ZL RFP No. 016-2016 (P) =e DM3\4355585.1 9. ASSIGNMENT The Contractor shall not subcontract or assign any part of the Services under this Contract without the prior written consent of the Government, which consent shall not be unreasonably withheld. 10. INDEMNIFICATION To the extent provided by law, each party shall indemnify, defend and hold harmless the other part and its officers and employees against any and all loss, damage, liability, claims, suits, demands, detriments, cost, charges and expense (including attorney’s fees) and causes of action of whatsoever character arising in whole or in part from any act or omission of such party or of any agent of such party, and from any and all third party suits or actions of every nature and kind (collectively, “Claims”), which may be brought for or on account of (i) any personal injury, death, or real or tangible personal property damage arising or growing out of the gross negligence or willful misconduct of Contractor, its officers, agents, servants or employees under this Contract; or (ii) any claim for infringement or violation of any patent, copyright, trade secret, or other proprietary right of a third party. Each party shall promptly notify the other in the event of any such claim or suit, and shall immediately provide a complete defense against the entire claim or suit. Each party shall notify its insurance company and other party within 10 days of receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or omissions in the performance of this Contract. In no event shall this agreement to indemnify either part apply to the extent any Claims are caused by the negligent acts or omissions of the other party or any third party. 11. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. 12. GOVERNING LAW The Contract shall be governed by the laws of the United States Virgin Islands, unless there is a conflict between those laws and any Federal law, in which event Federal law shall prevail. Jurisdiction over this Contract shall remain within the United States Virgin Islands. 13. WAIVERS AND AMENDMENTS No waiver, modification or amendment of any term condition or provision of this Contract shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly authorized representatives, and specifying with particularity the nature and extent of such waiver, modification or amendment. Any such waiver, modification or amendment in any instance or instances shall in no event be construed to be a general waiver, modification or amendment of any of the terms, conditions or provisions of this Contract, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. a 4 y contractno, PO47D0JTI7 TL O dsSote WA REP No. 016-2016 (P DM3\4355585.1 14. ENTIRE AGREEMENT This Contract constitutes the entire agreement of the parties relating to the subject matter addressed in this Contract. This Contract supersedes all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in this Contract, whether written or oral. ie CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Government. 16. CONTRACT TERMINATION A. This Contract may be terminated by mutual written agreement of Government and Contractor. B. The Government may terminate this Contract whenever funding for the project, from whatever source, is withdrawn, reduced, or restricted. To the extent such funding is reduced or restricted, the parties shall use commercially reasonable efforts to negotiate changes and adjustments to this Contract such that it may be continued on its basis consistent with the reduced funding and/or the restrictions thereto. C. The Government may terminate this Contract whenever it determines that Contractor has failed to substantially perform its duties and responsibilities under this Contract. Government shall give Contractor written notice of its intention to terminate this Contract pursuant to this Section, which notice shall specify the duties and responsibilities that Contractor has failed to perform. Thereupon Contractor shall have thirty (30) days following receipt of said notice to cure such failure or failures or, in the alternative, to provide a Corrective Action Plan to reach such objective. The Government must approve this plan. If Contractor successfully cures such failure or failures to conform with the requirements set forth in this Contract within the required time period, then the notice of termination shall no longer be effective. D. In the event of termination of this Contract pursuant to subsection 16.A or 16.B, above, the Contactor will be entitled to payment for all Services completed, reasonable costs incurred in good faith for work in progress, and the reasonable costs incurred as a result of the termination of this Contract, including but not limited to accounting, legal, clerical, and other expenses reasonably necessary for the termination of this Contract, including payment for the period of the 30 day notice. 17. PARTIAL TERMINATION The performance of work under this Contract may be terminated by the Government, in part, whenever the Government shall deem such termination advisable. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination specifying the As ’ B . . j contractno. PA4? 80171? Initials VA REP No. 016-2016 (P) DM3\4355585.1 extent to which the term and/or duties under this Contract are terminated and the date upon which such termination becomes effective. In the event of a partial termination, Contractor shall be entitled to receive payment for all Services completed, reasonable costs incurred in good faith for work in progress, and the reasonable costs incurred as a result of the termination of this Contract, including but not limited to accounting, legal, clerical, and other expenses reasonably necessary for the termination of this Contract, including payment for the period of the 30 day notice. 18. NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds of or be subject to discrimination in the performance of this Contract on account of race, creed, color, sex, religion, disability or national origin. 19. CONFLICT OF INTEREST A. Contractor covenants that it has no interest and will not acquire any interest direct or indirect, which would conflict in any manner or degree with the performance of the Services. B. Contractor further covenants that it is: (1) not a territorial officer or employee (i.e., the Governor, Lieutenant Governor, member of the Legislature, or any other elected territorial official; or an officer or employee of the legislative, executive or judicial branch of the Government or any agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fee or contractual basis); or (2) a territorial officer or employee and, as such, has: (i) familiarized itself with the provisions of Title 3, Chapter 37 of the Virgin Islands Code, pertaining to conflicts of interest, including the penalties provision set forth in section 1108 thereof; (ii) not made, negotiated or influenced this Contract, in its official capacity; (iii) no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. 20. EFFECTIVE DATE The effective date of this Contract shall be the day of execution of the Contract by the Governor. poa7D0JT17 , yy, CONTRACT NO. 1 | Initials RFP No. 016-2016 (P) DM3\4355585.1 21. NOTICE Any notice required to be given by the Terms of this Contract shall be deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Lloyd T. Bough, Jr. Commissioner Nominee Department of Property and Procurement Sub Base, Building No. 1, Third Floor St. Thomas, Virgin Islands 00802 Claude E. Walker Attorney General Department of Justice 34-38 Kronprindsens Gade, 2" Fl. St. Thomas, Virgin Islands 00802 CONTRACTOR RedMane Technology LLC 8614 Catalpa Ave., Suite 1001 Chicago, Illinois 60656 Attention: Antony Lakier Email: tony_lakier@redmane.com And Selwyn Buchman Email: selwyn_buchman @redmane.com 22. LICENSURE The Contractor covenants that it has: A. obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 of the Virgin Islands Code; and B. Familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda and other documents attached hereto are a part of this Contract and are incorporated herein by reference. 24. DEBARMENT CERTIFICATION By execution of this Contract, the Contractor certifies that it is eligible to receive contract awards using Federally appropriated funds and that it has not been suspended or debarred from entering into contracts with any Federal agency. The Contractor shall include this provision in each of its subcontracts hereunder and shall direct its subcontractors to the Po47D0JT17 CONTRACT NO. ‘ Initials Va RFP No. 016-2016 (P) DM3\4355585.1 websites regarding the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT” at https://www.dol.gov/ofccp/regs/compliance/preaward/debarlst.htm and https://www.sam.gov/portal/SAM/?portal:componentId=57532328-784f-4065-bceb- 80 lac648ccba&interactionstate=JBPNS rOOABXcOABBfanNmQnJpZGdlVmld0IkKAAAAAQ ATL2pzZi9u Y XZpZ2F0aW 9uLmpzcAAHX19FTOZfxXw** &portal:type=action#1. In the event the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using Federal funds, the Contractor or subcontractor agrees that it shall not be entitled to payment for any work performed under this Contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 25. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, or any officer department, board, commission, or other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offense under the Virgin Islands law. 26. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in part, by Federal funds. Contractor warrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a Federal offense. 27. TASK ORDERS/AMENDMENTS In addition to the maintenance and support Services described in this Contract, Contractor shall provide upgrades, enhancements and modifications to CSTARS as set forth in this Contract, any amendment or addendum to this Contract, the Proposal, the Revised Cost Proposal, and the RFP. Any enhancement and modification Services shall be performed pursuant to individual task orders and/or change orders, each of which shall be in the form of an amendment to this Contract. Task orders entered into by the Government and Contractor shall be billed as set out in the Hourly Change Order Rates in the Revised Cost Proposal submitted July 13, 2016. All amendments shall be conditioned on funding and approval by the Governor. The Contractor and Government will work together to establish time frames and criteria for the acceptance process of deliverables identified in the Contract. Such acceptance process will establish specific time frames for Government’s approval of deliverables, as well as the criteria for approval, and contain provisions for schedule adjustment or deemed approval should Government fail to meet the specified time frames. 8 contracrnoP047D0JT17 Initials GF RFP No. 016-2016 (P) t DM3\4355585.1 All Task Orders shall be written and governed by the terms of this Contract and shall set out the following information: A. scope of services B. specific term for the performance of the scope of services. (c) not-to-exceed compensation for performance of Services. If additional information is needed to approve a Task Order, the Government may request such continuing information and documentation regarding the Task Order from the Contractor as the Government reasonably deems appropriate. In the event of a conflict between the provisions of a Task Order and this Contract, the provisions of this Contract shall prevail unless the parties specifically identify and agree upon a change to this Contract in the Task Order, All Change Orders/Amendments shall be subject to the appropriation and availability of funds. 28. ULTRA VIRES In accordance with the laws and regulations regarding the contracting of services, both parties acknowledge they will not provide any type of service under this Contract until this Contract is duly signed by the authorized representative and the conditions set forth in Section 15 above are satisfied. 29. ORDER OF PRECEDENCE In the event of a contradiction between the provisions of the documents comprising this Contract, such contradiction shall be resolved by giving precedence in the following order: A. Provisions of this Contract; B. Revised Cost Proposal submitted July 11, 2016; C. Proposal (Contractor’s Response); D. RFP. 30. GENERAL PERFORMANCE GUIDELINES The Contractor will follow the following performance guidelines during the support and maintenance process: A. All work will be conducted in a professional and orderly manner; B. The Contractor’s maintenance and support staff will be trained substantially as set forth in the Proposal, including but not limited to training or experience in child support enforcement, implementation and use of web based portals, and current and updated versions of 9 / CONTRACT NO. P 0 47 D 0 JT | t Initials V/A REP No. 016-2016 (P) 20 DM3\4355585.1 Windows software and hardware. Contractor will provide training of such staff regarding the specifics of CSTARS as part of the work done by Contractor pursuant to this Contract. C. The Contractor shall provide a description of the job specifications for all Key Personnel and shall notify the Government of any and all modifications. D. The following Contractor key positions are considered essential to this Contract and are hereby designated as key personnel (“Key Personnel”), who may be changed only with the consent of the Government as set forth in subsection 30.E below: ° Project Manager ° Lead Developer or Team Leader(s) E. A change in Key Personnel after award, may only be made with prior written approval by the Government. Approval will not be unreasonably withheld. Contractor will be able to replace Key Personnel for reasons beyond the Contractor’s reasonable control, including illness, disability, death, leave of absence, personal emergency circumstances, resignation, or termination for cause. Contractor must submit for the Government’s approval, a replacement with the educational and relevant experience qualifications that are substantially similar to initial Key Personnel. The Government may require the removal or reassignment of any Contractor employee or subcontractor employee reasonably found unacceptable by Government. In addition to the foregoing rights, the Contractor may terminate any of its personnel assigned to the project for a violation of law or company policy without Government’s prior approval. F, Resources may not be shared among upgrade, maintenance and enhancement teams, without the consent of the Government, which consent shall not be unreasonably withheld. If maintenance resources are used for enhancements, Contractor will backfill those resources as appropriate. The qualifications of Key Personnel are considered material elements of the performance required of this Contract and may not be replaced without prior written approval of the Government. 31. APPROVALS NOT CONSTRUED AS WAIVERS The Government’s review, approval, acceptance of, and payment of fees for Services required under this Contract, shall not be construed to operate as a waiver of any rights under this Contract or of any cause of action arising out of Contractor’s failure to perform. Contractor is and will remain liable to the Government for all direct costs and expenses actually incurred by the Government as a result of Contractor’s gross negligence or willful misconduct in performance of any of the Services performed under this Contract. Ba OPERABILITY GUARANTEE The Government and Contractor agree that upgrades, maintenance and support of the CSTARS Application are primary objectives of this Contract. Therefore, the Government and Contractor agree that the Contractor will, on a timely basis, provide all information, data, POA7TDOJTI?7 10 ae LK. CONTRACT NO. Initials . RFP No. 016-2016 (P) ¥ DM3\4355585.1 forms, technical modification, documentation, consultation, and training as required by the Statement of Work, as the same may be amended from time to time. 33. NATURE AND EXTENT OF WARRANTY Contractor shall use commercially reasonable efforts to promptly correct, at no additional cost to Government, any error arising solely out of the work performed by Contractor which causes material deviations in the software or inoperability of the hardware relating to CSTARS within THIRTY (30) days of the reported error. Should such errors cause problems in CSTARS data, Contractor shall, to the extent reasonably possible, reconstruct any files affected by the error identified and reported, within THIRTY (30) days after performance of the Services giving rise to the error. The Government acknowledges its obligation to maintain adequate backup copies of all data files. 34. VOIDANCE OF WARRANTY The warranty given by Contractor hereunder shall become void and unenforceable against the Contractor if the Government fails to maintain CSTARS (except if Contractor is obligated to perform such maintenance), is negligent in the operation of CSTARS, allows a party other than Contractor to make changes or modifications to CSTARS, or causes modifications to the application and supporting software covered in this Contract after being advised by Contractor that such modifications may cause errors or material deviations in the operational capabilities of the hardware or software, but only with respect to the component or components affected by such modification. 35. LIMITATION OF WARRANTY AND CONTRACTOR’S LIABILITY EXCEPT AS EXPRESSLY PROVIDED IN OTHER SECTIONS OF THIS CONTRACT, CONTRACTOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, DELIVERABLES OR INTELLECTUAL PROPERTY OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY THE GOVERNMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, CONTRACTOR SHALL NOT BE LIABLE FOR ANY (i) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO THE BREACH OF THIS CONTRACT OR THE OPERATION OR USE OF THE SYSTEM OR ANY SERVICES RENDERED BY CONTRACTOR, INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST THE GOVERNMENT BY ANY THIRD PERSON, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY CONTRACTOR TO PERFORM ITS OBLIGATIONS UNDER THIS CONTRACT DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL. NOTWITHSTANDING ANY conrractno.P047D0JT17 | Initials Z RFP No. 016-2016 (P) DM3\4355585.1 OTHER PROVISION OF THIS CONTRACT, CONTRACTOR’S LIABILITIES UNDER THIS CONTRACT, WHETHER UNDER CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL IN NO EVENT EXCEED TWO (2) TIMES THE ‘TOTAL COMPENSATION AND PAYMENTS DUE TO CONTRACTOR UNDER THIS CONTRACT FOR THE SPECIFIC CALENDAR YEAR IN WHICH THE SERVICES OR DELIVERABLES DIRECTLY CAUSING THE DAMAGES WERE PROVIDED. 36. BREACH OF DUTIES BY CONTRACTOR — REMEDIES Contractor acknowledges that any failure or unreasonable delay on its part in the delivery of Services and/or materials to the Government may cause irreparable injury to the Government, not adequately compensable by redress of damages, Contractor accordingly agrees that the Government may, in such event, seek and obtain injunctive relief, as well as monetary damages limited to the amounts set forth in this Contract. Notwithstanding the foregoing, the Government acknowledges that Contractor shall retain the unfettered right to raise any and all defenses that it deems appropriate under the circumstances. 37. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof, Government will have the right to withhold out of any payment due to Contractor, such sums as the Government may reasonably deem ample to protect it against loss or to assure payment of claims arising there from, and at its option, Government may secure itself to satisfy such claims; provided than in no event shall such withholding exceed fifty (50%) percent of the amount invoiced for any deliverable to which such withholding relates. Prior to the Government exercising its right to withhold payment, Contractor must be notified in writing and given THIRTY (30) days to cure performance and provide documentation thereof. The Government will not exercise any right to withhold without providing Contractor an opportunity to cure. Government will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. No such withholding or application shall be made by Government if and while Contractor gives satisfactory assurance to Government that such failure to perform will be cured. The right of the Government to withhold payment pursuant to this Section 37 is in addition and without prejudice to the Government’s other rights and remedies under this Contract, and its other legal and equitable rights and remedies. 38. STATUS AS INDEPENDENT CONTRACTOR Contractor and its agents and employees are independent contractors performing professional services for the Government and are not agents, representatives, or employees of the Government. Accordingly, the Government is under no obligation to make withholdings in relation to Contractor employees. Contractor and its agents and employees shall not accrue vacation or sick leave, retirement, insurance, bonding, use of Government’s vehicles, or any other benefits afforded to employees of the Government as a result of this Contract, except as derived from their employment by Contractor and/or its subcontractors and agents. 2. contRAcTNe.O47005T17 Initials“ WA RFP No. 016-2016 (P) — DM3\4355585.1 39. GOVERNMENT NOT LIABLE A. Nothing in this Contract shall be construed to impose any liability upon Government to persons, firms, associations, or corporations engaged by Contractor as servants, agents, or independent contractors, or in any other capacity whatsoever, or make Government liable to any such persons, firms, associations, or corporations for the acts, omissions, liabilities, obligations and taxes of Contractor or whatsoever nature, including but not limited to unemployment insurance and social security taxes for Contractor, his servants, agents, or independent contractors. B. The Government assumes no liability for any accident or injury to Contractor, its employees, agents, or their depends, or damage to personal property while in route to or from Government’s facilities or during any travel associated with or mandated by the terms of this Contract. 40. CONTRACTOR’S LIABILITY Contractor shall be liable for all third party claims related to and arising out of the Contractor’s gross negligence or willful misconduct in the performance of this Contract, including those arising out of its direct contracts or relationships with third parties, except those acts of negligence attributable to the Government. This liability also includes all claims arising out of any subcontracts and the direct damages relating thereto. 41. RESPONSIBILITY FOR PAYROLL AND WITHHOLDINGS Contractor shall faithfully and timely observe all legal requirements regarding payroll withholdings and payment of payroll taxes such as, but not limited to, income tax withholdings, social security taxes and unemployment taxes, and shall maintain at its expense Workmen’s Accident Compensation insurances where required by law. Contractor shall certify to PCSD that these payments are made for each payroll as required by law. The provisions of this paragraph shall apply to each subcontractor as well. There shall be no withholding of taxes by the Government other than those mandated by law. 42. HOLD HARMLESS FOR PATENT OR COPYRIGHT INFRINGEMENT Contractor assumes responsibility for any claim brought against the Government based on the infringement of any patent or copyright or the use of any software, materials, or information developed and delivered in the execution of this Contract, and in any such suit or claim, satisfy any penalty assessed against the Government for such violation. The Government shall provide Contractor with a copy of any such claim served upon or noticed to the Government within not more than THREE (3) workdays of its receipt, and Contractor shall have the right and opportunity to defend clear itself from any such allegation at its sole discretion, and the Government shall provide full cooperation in respect thereto. In the event that any order of a court of competent jurisdiction shall prevent the Government from using all or any part of such software, materials or information, Contractor at Contractor’s sole option, shall either (a) obtain for the Government, at Contractor’s expense, the right for the contractno.PO47D0 NTI? . Initials Ve REP No. 016-2016 (P) co DM3\4355585.1 Government to continue using all of such software, materials or information, including the alleged infringing portion, (b) replace such infringing portion of such software, materials or information to make it non-infringing; or (c) refund to the Government all amounts paid for such service, materials or information directly causing the infringement. Notwithstanding the foregoing, the Contractor has no obligation to indemnify or defend the Government for, or to pay any costs, damages or attorneys’ fees related to, any infringement claim based upon: (i) use of the equipment, software, or commodity in a configuration other than implemented or approved by the Contractor, including any modification of the same by the Government; or (ii) the combination, operation, or use of the equipment, software, or commodity with equipment, software, or commodities not supplied by the Contractor under this Contract. 43. [INTENTIONALLY DELETED] 44. INJURY OR DAMAGES CAUSED BY EMPLOYEES OR AGENTS OF CONTRACTOR Contractor shall indemnify and exonerate Government for all sums which are legally payable as compensation with respect to accidental loss or damage to Government’s tangible personal property resulting from negligent or intentionally wrongful actions or omissions of employees or agents of Contractor while on Government’s premises to the extent such actions or omissions were not caused by Government or any third party. As used above, the term, “tangible personal property” shall not include software, documentation, data or data files. Contractor’s liability shall not apply to damages incurred from use of any software. 45. NEGLIGENCE OR ABANDONMENT OF DUTIES The negligent discharge or abandonment of the duties assigned to the Contractor or the breach of the confidentiality clause herein below, shall constitute a breach of this Contract by the Contractor that shall entitle the Government to terminate this Contract after providing written notice and a thirty (30) day opportunity to cure and without limitation of any other rights and remedies under law. Such termination shall release and discharge the Government from any further obligations or liabilities under this Contract, except as otherwise set forth in this Section 45. The Government is obligated to pay to the Contractor for all undisputed Services rendered and expenses incurred prior to such termination. It is further understood and agreed by each party that money damages may not be a sufficient remedy for any breach of this Contract. The other party may, to the extent permitted by law, be entitled to specific performance and injunctive or other equitable relief as remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for one party’s breach of this Contract, but shall be in addition to all other remedies that may be available at law or equity. In no event shall either party be liable to the other party for third party damages other than as expressly set forth above, including lost profits or savings; or loss of or damage to, records or data, even if the other party is informed of this possibility. 3 ~ > 444 . contractNe 047005717 LaT Initials WA RFP No. 016-2016 (P) Z— DM3\4355585.1 46. [INTENTIONALLY DELETED] 47. PROCEDURES FOR TERMINATION Notice of Termination by Government shall be given by certified mail with return receipt requested, addressed to Contractor as provided in Section 21 of this Contract, and shall specify with particularity the nature and date of the termination. Upon receipt by Contractor of a Notice of Termination Contractor shall: A. Stop work under this Contract on the date and to the extent specified in the Notice of Termination, except that work deemed necessary to terminate this Contract in an orderly basis shall continue as specified. B. Place no further orders or subcontracts for materials, services, or facilities. C. To the extent legally permissible or otherwise feasible, cancel all pending orders and terminate all subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination. D. Assign to Government in the manner, and to the extent directed, all of the rights, titles, and interest of Contractor under the orders or subcontracts so canceled or terminated, in which case Contractor shall be held harmless for all orders or subcontracts canceled or terminated. Termination of this Contract and/or any Ordering Document or subcontract shall not relieve Government of its obligation to pay all charges that accrued prior to such termination. Contractor shall settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, the cost of which is reimbursable to Contractor, in whole or in part, in accordance with the provisions of this Contract. Within TEN (10) workdays after the effective date of termination, the Contractor shall transfer title to the Government (to the extent that title has not already been transferred) and deliver and return to the Government, any formal correspondence, reports, forms, or documents that have been provided by the Government related to the Services described In this Contract to the extent possible. E. Complete the performance of such part of the work that has been specified for completion by the Notice of Termination. However, Contractor shall not be obligated, without its express consent, to complete the performance of any part of the work contemplated under this Contract or to continue performing on such parts of the work as Government may specify following the effective date of termination. F. Take such action as may be reasonably necessary, as Government may direct, for the protection and preservation of the property related to this Contract which is in the possession of Contractor and in which Government has or may acquire an interest. contracrnoe_0 47,09 4 Tt Vf thitiabs WA RFP No. 016-2016 (P) Te DM3\4355585.1 48. PERFORMANCE OR TERMINATION OF OBLIGATIONS A. Contractor shall proceed immediately with the performance of the obligations set forth in Section 47 above, notwithstanding any delay in determining or adjusting the amount of any item of reimbursement required by this Contract. B. Termination of this Contract shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall termination relieve Government of its, obligation to pay all charges that accrued prior to such termination. 49. RETURN OF PROPERTY Upon termination of this Contract in full, the Government shall require Contractor to return to the Government any property made available for its use during the term of this Contract. 50. SUBMISSION OF CLAIMS After receipt of a Notice of Termination, Contractor shall submit to the PCSD Director any claims for reimbursement related to the termination in the form and with the certifications prescribed by the Government. Such claims shall be submitted promptly, but in no event, no later than THREE (3) months after the effective date of termination, unless one or more extensions in writing are granted within such three-month period or authorized extension thereof. Within thirty (30) days of forwarding the Notice of Termination, the Government shall provide the forms and certifications prescribed for filing claims related to the termination as part of the termination notice, However, if the Government determines that the facts justify such action, termination claims may be accepted and acted upon at any time after such three (3) month period or any extension thereof. 51. REIMBURSEMENT FOR UNCOMPLETED WORK If this Contract is terminated or not renewed during any phase, Contractor shall be entitled to be paid an amount equal to the sum of direct labor, materials, and overhead costs incurred for uncompleted work performed pursuant to this Contract, as approved by the Government but not more than the amount which would have been paid had the subject Services been completed and approved prior to termination, Contractor shall not be entitled to be paid for any work performed following receipt of notice of termination, unless such work was previously authorized in writing. 52. FAILURE TO AGREE In the event of a failure to agree in whole or in part as to the amounts to be paid to Contractor in connection with the total or partial termination of work pursuant to this Section, the Government shall determine on the basis of information available the amount if any, due to Contractor by reason of termination and shall pay to Contractor the amount so determined. 16 wey, , conTRAcT NOP 047005717 PAT L Ui VA REP No. 016-2016 (P) cere DM3\4355585.1 Contractor shall have the right to contest any such determination, as set forth in this Contract in Sections 57 through 61. 53. FAILURE TO SUBMIT CLAIMS Upon failure of Contractor to submit its termination claim within the time allowed, the Government may determine on the basis of information available the amount, if any, due to Contractor by reason of the termination and shall pay to Contractor the amount so determined. Contractor shall have the right to contest, any such determination as set forth in this Contract in Sections 57 through 61. 54. ANTICIPATORY PROFITS NOT REIMBURSABLE In no case shall Contractor’s termination claims include any claim for unrealized anticipatory profits. 55. FORCE MAJEURE Contractor and the Government shall be excused from performance under this Contract for any period that Contractor or the Government is prevented from performing any Services in whole or in part as a result of facts and circumstances beyond the reasonable control of the party seeking relief, including but not limited to acts of God, actions or inactions of the other party, floods, epidemics, fire, quarantine restrictions, strikes, freight embargoes, unusually severe weather (each, a “Force Majeure Event,” and collectively, “Force Majeure Events”), provided that Contractor or the Government have prudently and promptly acted to take any and all reasonable preventive and/or corrective steps that are within Contractor’s or the Government’s reasonable control to ensure that Contractor or the Government can promptly perform. Such non-performance shall not be deemed breach of this Contract. This clause shall not relieve the Contractor of responsibility for developing and implementing all reasonably prudent contingency and disaster recovery measures. Subcontractor interruptions that are not the result of a Force Majeure Event shall not be considered a Force Majeure Event unless agreed upon by Contractor and the Government. The party affected by a Force Majeure Event shall immediately notify the other party by telephone (to be confirmed in writing within FIVE (5) days after the affected party becomes aware of such Force Majeure Event) of the occurrence of any Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event, all preventive and corrective steps taken, how it affects performance, and the anticipated duration of the inability to perform. 56. PUBLICITY Contractor shall secure the Government’s written approval prior to the release of any information, including press releases, interviews, bulletins, or articles of any kind in any public, private, or trade medium concerning this Contract or project, its terms, execution, implementation; or results, which approval shall not be unreasonably withheld. , CONTRACT NOS ¥ 7! US T1 ; Initials RFP No. 016-2016 (P) DM3\4355585.1 57. NOTICE AND DISPUTE RESOLUTION MECHANISMS In the event of any dispute arising during the term of this Contract concerning performance under this Contract or the rights of one or another of the parties, either party shall serve notice thereof to the other party. Said notice shall express clearly and completely the position of the noticing party. Within TEN (10) workdays of service of such notice, the receiving party shall reply in writing to the noticing party. Said reply shall express clearly and completely the position of the receiving party in respect to each grievance set forth by the noticing party. 58. MEETING BETWEEN PROJECT DIRECTORS Within TEN (10) workdays after the reply has been served on the noticing party, representatives of the Contractor and the Government shall meet and make a good faith effort to resolve the dispute. If they succeed, they shall set forth their determination in writing, duly signed by them, and such document shall become binding upon the parties and an official record to be appended to this Contract. If they fail to reach agreement; they shall each set forth a signed statement of the controversy in writing, which statement shall be submitted to the Attorney General, the Director of PCSD, and the representative of the Contractor within TWO (2) workdays. 59. HIGH LEVEL MEETING If the parties fail to reach an agreement, the PCSD Director and the representative of Contractor shall meet as promptly as possible with a third person to be agreed upon by said parties and make a good faith effort to settle or otherwise compromise their differences. Other persons may attend such meeting only upon the express agreement of the three named individuals. 60. RESOLUTION OF DISPUTE If the meeting specified in Section 59 above does not result in a settlement or compromise of the dispute or disagreement within SEVEN (7) workdays, the parties may pursue whatever legal remedies are available to them. 61. NOINTERRUPTION OF WORK Pending final determination of any dispute hereunder, Contractor shall proceed diligently with the performance of Services and be compensated for those Services rendered which are not in controversy until a decision is made pursuant to Sections 57 through 61 or this Contract is terminated. contractno.PO47D9 J TI? initiods WA RFP No. 016-2016 (P) aan DM3\4355585.1 62. CONTRACT AMENDMENTS An approved Contract Amendment is defined as a written amendment to this Contract approved by the Government and the Contractor specifying the substance and effective date of such change. A. When Required. (1) A Contract Amendment is required whenever a change affects the terms and conditions, payment provisions, scope of work, schedule, or the term of this Contract. No waiver, modification or amendment of any term, condition or provision of this Contract shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly authorized representatives, and specifying with particularity the nature and extent of such waiver, modification or amendment. Any such waiver, modification or amendment in any instance or instances shall in no event be construed to be a general waiver, modification or amendment of any of the terms, conditions or provisions of this Contract, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. (2) It is understood that minor schedule changes do not require Contract Amendments. Changes to Task Orders that do not affect the terms and conditions, payment provisions, scope of work, schedule, or the term of this Contract shall not require a Contract Amendment. Such changes may be accomplished by the issuance of a revised Task Order, subject to approval of funding. B. Changes to Cost or Time. The Government will use Contract Amendments to reduce or increase costs caused through changes in the scope of work. If any such change affects costs or the time required to perform other parts of this Contract, an equitable adjustment as mutually determined by the Government and Contractor will be made in the payment provisions or delivery schedule or both. This equitable adjustment shall be based on the Change Order Rates. Failure to agree to an equitable adjustment is considered a dispute under the provisions of this Contract. C. Change of Scope Request. The parties’ agree that any change in Services must be in writing in the form of a Change of Scope Request/Amendment. Any change in the specified Scope of Services must be mutually agreed upon by the parties. Contractor consent must be obtained if any change in Government requirements, software or hardware will affect Contractor’s estimates. Contractor shall not be obligated to perform tasks described in Government’s request until the parties agree in writing to the proposed change. D. Negotiation. The Change of Scope Request shall be the basis for negotiation between the Government and Contractor. The Government and Contractor will negotiate Contract Amendments in good faith. Upon agreement by the parties, a Negotiation Memorandum shall be prepared by the Government documenting the scope of the change, the negotiated final fixed price, and the corresponding deliverables based payment schedule. The Negotiation Memorandum shall be included as an exhibit to the resulting Contract Amendment, completed through the amendment process. 19 i rd CONTRACT NO. poa7dojTi! Initials WA RFP No. 016-2016 (P) abil DM3\4355585.1 E. Change In Law. Any changes, during the term of this Contract, in Federal or Virgin Islands law that materially impact the Services to be provided under this Contract or the cost of said Services, shall be addressed by a Contract Amendment that equitably amends the provisions of this Contract, including compensation, if necessary, in light of such change of law. F. Accounting System. Contractor shall maintain an accounting system that meets generally accepted accounting principles for purposes of audit and examination of any books, documents, papers, and records in support of or in connection with this Contract. All costs under this Contract will be fully accounted for separately and independently from any other costs of Contractor. There shall be no loans to employees or others with Government funds. 63. RETENTION OF RECORDS AND ACCESS BY GOVERNMENT AGENCIES Contractor and its subcontractors shall maintain books, documents, papers, accounting records and other evidence pertaining to costs incurred as required by this Contract, and make such materials available at their respective offices at all reasonable times, for inspection by authorized officials of the United States Virgin Islands and concerned Federal agencies. Each subcontract shall include a provision containing the conditions of this Section. This documentation shall be preserved for either a period of SEVEN (7) years from the date of termination of this Contract, or until any audit conducted by the Federal or Territorial government is completed, whichever condition occurs first. In this regard, the documentation resulting from this Contract will be reviewed by the Government and these agencies, and Contractor will be required to make any corrections required by these agencies as a result of their evaluations, subject to the terms of this Contract. The Government will give Contractor reasonable notice of at least FIVE (5) workdays for any inspection of documentation as set forth herein. 64. OWNERSHIP OF DOCUMENTS AND INFORMATION A. The Government shall have unlimited rights to use, disclose, duplicate, and/or publish for any purpose all information and data developed, derived or documented for or and delivered to the Government by the Contractor under this Contract, and shall have a royalty- free, nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, all operational and application software developed and delivered under this Contract, subject to existing copyrights of the Contractor and to the terms and conditions of Section 65 below. B. All technical communications and records originated or prepared by Contractor pursuant to this Contract intended as the expression of Contractor’s findings, analyses, conclusions, opinions and recommendations with respect to the subject matter of this Contract, including papers, reports, charts and other documentation, application software developed and/or transferred in this project, including modifications, enhancements and/or alternatives, but not including Contractor’s administrative communications, records files and working papers relating to this Contract (all of the foregoing, collectively, the “Work Product”) shall be the sole contract no? 047 DOITI! an WA RFP No. 016-2016 (P) ZA DM3\4355585.1 and exclusive property of the Government, free of any claim or retention of rights by the Contractor. €. Any additional or advanced operations software concepts and/or technologies that may be developed during the term of this Contract and incorporated into the Contractor’s licensed products shall be and shall remain the exclusive property of the Contractor. However, the Contractor shall provide such additional or advanced concepts and/or technologies at no additional cost and with no restrictions other than those contained in Section 65 below. D. The Government retains all ownership or licensed rights to the CSTARS system as modified and enhanced under this system maintenance and support Contract, including but not limited to, ownership and licenses for any and all application software of the project; operational codes, and plans. The Contractor shall make available to the Government at any time the most current versions of all program source code, data dictionary and all relevant documentation on computer readable media, and shall provide interim copies upon request of Government. Concurrent with the final delivery of the software, the Contractor shall provide the Government with at least ONE (1) copy of the source code, in computer readable media, for each application program modified and/or enhanced under this Contract. If the Contractor uses or purchases any software or structured methodology product as part of this and/or for use in this project, e.g., to develop, document, modify, test, compile or otherwise assist in the project, the software product becomes the property of the Government at the completion of the project without cost. EB. The Government retains all ownership rights and warranties to all computer hardware and/or equipment purchased and installed by the Contractor on behalf of the Government for the operation and maintenance of the software of this project. F. Excepted from the provisions of this Section are all programs and documentation which are licensed material acquired by Contractor and/or its subcontractors in connection with this Contract. G. Notwithstanding anything to the contrary herein, Contractor shall have the right to use and employ its general skills, knowledge, and expertise, and to use, disclose and employ any generalized ideas, concepts, knowledge, methods, techniques, or skills gained or learned during the course of performing the Services hereunder. 65. SOFTWARE LICENSES A. In the event Contractor is required, in the performance of Services to be provided ‘hereunder, to modify or use any third party software licensed to and provided by the Government, the Government represents and warrants that it has acquired the necessary approvals and license rights for such modification or use by Contractor. B. The Contractor shall grant to the Government a non-transferable and nonexclusive license to use product(s) owned by the Contractor, as required by the Statement of Work, and shall provide technical Services for the product(s), during the term of this Contract, contractnoP 04700 ITI? iitiaty WA REP No. 016-2016 (P) I DM3\4355585.1 within the compensation provided for this Contract, and in accordance with the following terms and conditions: (1) The product(s) shall be used solely in the conduct of the Government’s business, and on and for the hardware and central processing units (CPUs) installed for the uses, and at the locations, specified for this project. (2) Use of the aforementioned product(s) upon other or upgraded CPU(s), by other parties, or at other locations, requires an additional license and fee(s). The Government shall notify the Contractor at least THIRTY (30) days prior to any such proposed change in users or external distribution or to process data on behalf of others, and the mutual consent of the Government and Contractor shall be required before such action is taken. (3) The Government acquires only the right to use the product(s) during the term of this Contract and does not acquire the rights of ownership of the product(s). The Contractor retains title and intellectual property rights, including, without limitation, patent, trademark, copyright, and trade secrets regarding the: product(s) and related user manuals and all copies, enhancements and reproductions thereof. (4) The Government may move the product(s) to another location only upon prior written approval of the Contractor, which shall not be unreasonably withheld. If the designated CPU(s) becomes temporarily inoperative, the license may be extended to another CPU(s) for a period agreed to by both parties. (5) The Government may not assign, sublicense, sell, encumber, or otherwise attempt to transfer these licenses to any other entity, unless approved in writing by the Contractor. (6) The Contractor shall provide the Government with the product(s) on magnetic media along with associated paper documentation, and shall install the product(s) at the Government’s location(s) in accordance with the Proposal. (7) The Contractor shall provide, during the term of this Contract, the technical Services set forth in the Statement of Work. (8) In addition, the Contractor agrees to make reasonable efforts to correct any product system errors arising in a current version of the product(s). (9) At the conclusion of this Contract, the above licensees and Services may be extended and/or amended upon the mutual agreement of both parties. 66. RIGHTS IN DATA, DOCUMENTS AND OTHER INTELLECTUAL PROPERTY During the term of this Contract, as a result of Contractor’s efforts under this Contract, Contractor may generate ideas, inventions, suggestions, copyrightable materials or other information (“Intellectual Property”) which falls into one of two categories: contract no,_?.047 DOITIVT * Net sais Via RFP No. 016-2016 (P) rin DM3\4355585.1 A. Intellectual Property created specifically in connection with the subject matter of Contractor’s efforts under this Contract, and incorporated into the work product to be produced or utilized to provide Services by Contractor and delivered to the Government under this Contract. Title to Intellectual Property described in this paragraph that is developed jointly by Contractor and the Government, or solely by Contractor and paid for by the Government, shall remain in the Government at all times. Contractor agrees to disclose and assign to the Government, in a form satisfactory to the Government, all such Intellectual Property, and to render such assistance as the Government may reasonably require to perfect such assignments. The parties understand and agree that any such property, if developed from Federal funds, may be the property of the Federal Government. If such be the case, the Government reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, and otherwise use and to authorize others to use for the Government’s and for the Federal Government’s purposes, any such intellectual property; and B. Intellectual Property of general applicability, whether_or not related to or incorporated into, the work product to be produced or utilized to provide Services by Contractor and delivered to the Government under this Contract. Title to Intellectual Property described in this paragraph, including any Intellectual Property developed by Contractor prior to or outside of this Contract, shall remain property of the Contractor. To the extent such Intellectual Property is incorporated into the work product to be produced and delivered to the Government under this Contract, Contractor grants and the Government hereby accepts, a worldwide, royalty-free non-exclusive license to use all such Intellectual Property as incorporated into the Contractor work product until such time as the Government no longer needs or uses such Intellectual Property. C. The Government will be the owner of the license provided by the Contractor on all third party proprietary operating and Contractor software package(s), which are provided to the Government hereunder. D. The Contractor may propose software of its own or that of a third party to utilize in the delivery of Services under this Contract. However, the Government retains the right to accept or decline such proposal. Such proposal shall be made in writing to the Government and prior written approval must first be granted by the Government before such software may be used for the delivery of Services under this Contract. 67. PROVISIONS REQUIRED BY IRS PUBLICATION 1075 A. Performance. In performance of this Contract, the Contractor agrees to comply with and assume responsibility for compliance by his or her employees with the following requirements: (1) All work will be done under the supervision of the Contractor or the Contractor’s employees. (2) The Contractor and the Contractor’s employees with access to or who use federal tax information as defined in Internal Revenue Service (IRS) Publication 1075 contractno,P047D0jJTI7 ; nil YE REP No. 016-2016 (P) DM3\4355585.1 (“Federal Tax Information” or “FTI”) must meet the background check requirements defined in IRS Publication 1075. (3) Any return or return information made available in any format shall be used only for the purpose of carrying out the provisions of this Contract. Information contained in such material will be treated as confidential and will not be divulged or made known in any manner to any person except as may be necessary in the performance of this Contract. Disclosure to anyone other than an officer or employee of the Contractor will be prohibited. (4) All returns and return information will be accounted for upon receipt and properly stored before, during, and after processing. In addition, all related output will be given the same level of protection as required for the source material. (5) The Contractor certifies that the data processed during the performance of this Contract will be completely purged from all data storage components of his or her computer facility, and no output will be retained by the Contractor at the time the work is completed. If immediate purging of all data storage components is not possible, the Contractor certifies that any IRS data remaining in any storage component will be safeguarded to prevent unauthorized disclosures. (6) Any spoilage or any intermediate hard copy printout that may result during the processing of IRS data will be given to the agency or his or her designee. When this is not possible, the Contractor will be responsible for the destruction of the spoilage or any intermediate hard copy printouts, and will provide the agency or his or her designee with a statement containing the date of destruction, description of material destroyed, and the method used. (7) All computer systems receiving, processing, storing or transmitting FTI must meet the requirements defined in IRS Publication 1075. To meet functional and assurance requirements, the security features of the environment must provide for the managerial, operational, and technical controls. All security features must be available and activated to protect against unauthorized use of and access to Federal Tax Information. (8) No work involving Federal Tax Information furnished under this Contract will be subcontracted without prior written approval of the IRS. (9) The Contractor will maintain a list of employees authorized access. Such list will be provided to the agency and, upon request, to the IRS reviewing office.(10) The agency will have the right to void the Contract if the Contractor fails to provide the safeguards described above. (10) (Include any additional safeguards that may be appropriate.) poa7DOITIT # Gy, CONTRACT NO. O init S Wa RFP No. 016-2016 (P) Pie DM3\4355585.1 B. Criminal/Civil Sanctions. (1) Each officer or employee of any person to whom returns or return information is or may be disclosed will be notified in writing by such person that returns or return information disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any such returns or return information for a purpose or to an extent unauthorized herein constitutes a felony punishable upon conviction by a fine of as much as $5,000 or imprisonment for as long as 5 years, or both, together with the costs of prosecution. Such person shall also notify each such officer and employee that any such unauthorized further disclosure of returns or return information may also result in an award of civil damages against the officer or employee in an amount not less than $1,000 with respect to each instance of unauthorized disclosure. These penalties are prescribed by IRCs 7213 and 7431 and set forth at 26 CFR 301.6103(n)-1. (2) Each officer or employee of any person to whom returns or return information is or may be disclosed shall be notified in writing by such person that any return or return information made available in any format shall be used only for the purpose of carrying out the provisions of this Contract. Information contained in such material shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of the Contract. Inspection by or disclosure to anyone without an official need-to know constitutes a criminal misdemeanor punishable upon conviction by a fine of as much as $1,000 or imprisonment for as long as 1 year, or both, together with the costs of prosecution. Such person shall also notify each such officer and employee that any such unauthorized inspection or disclosure of returns or return information may also result in an award of civil damages against the officer or employee [United States for Federal employees] in an amount equal to the sum of the greater of $1,000 for each act of unauthorized inspection or disclosure with respect to which such defendant is found liable or the sum of the actual damages sustained by the plaintiff as a result of such unauthorized inspection or disclosure plus in the case of a willful inspection or disclosure which is the result of gross negligence, punitive damages, plus the costs of the action. These penalties are prescribed by IRC 7213A and 7431 and set forth at 26 CFR 301.6103(n)-1. (3) Additionally, it is incumbent upon the Contractor to inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a(i)(1), which is made applicable to Contractors by 5 U.S.C. 552a(m)(1), provides that any officer or employee of a Contractor, who by virtue of his/her employment or official position, has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000. (4) Granting a Contractor access to FTI must be preceded by certifying that each individual understands the agency’s security policy and procedures for safeguarding IRS information. Contractors must maintain their authorization to access FTI through annual CONTRACT woh 047005717 -, Initials Za RFP No. 016-2016 (P) DM3\4355585.1 recertification. The initial certification and recertification must be documented and placed in the agency’s files for review. As part of the certification and at least annually afterwards, Contractors must be advised of the provisions of IRCs 7431, 7213, and 7213A (see Exhibit 4, Sanctions for Unauthorized Disclosure, and Exhibit 5, Civil Damages for Unauthorized Disclosure). The training provided before the initial certification and annually thereafter must also cover the incident response policy and procedure for reporting unauthorized disclosures and data breaches. (See Section 10) For both the initial certification and the annual certification, the Contractor must sign, either with ink or electronic signature, a confidentiality statement certifying their understanding of the security requirements. G Inspection. The IRS and the Agency, with 24 hour notice, shall have the right to send its inspectors into the offices and plants of the Contractor to inspect facilities and operations performing any work with FTI under this Contract for compliance with requirements defined in IRS Publication 1075. The IRS’ right of inspection shall include the use of manual and/or automated scanning tools to perform compliance and vulnerability assessments of information technology (IT) assets that access, store, process or transmit FTI. On the basis of such inspection, corrective actions may be required in cases where the Contractor is found to be noncompliant with Contract safeguards. 68. CONFIDENTIALITY A. All material and information concerning the Government provided to the Contractor by the Government or acquired by the Contractor in performance of this Contract, whether oral, written, recorded magnetic media, or otherwise, which is not known by third parties not involved in the project and which is not readily accessible to such third parties, shall be regarded as confidential information, and all necessary steps shall be taken by the Contractor to safeguard the confidentiality of such material or information in conformity with Federal and Virgin Islands statutes and regulations. B. The Contractor agrees not to release any such information provided by the Government or any generated by the Contractor without the express written consent of the Government. Such consent will be given only for purposes that win enable the Contractor to discharge its responsibilities hereunder. ha. For the purposes of this Section 68, “Contractor Confidential Information” means any information which, given the nature of the information and/or the circumstances of disclosure, the Government has reason to know the Contractor considers confidential, in whatever form that it is disclosed, whether or not marked as confidential. Contractor Confidential Information includes, without limitation, such information relating to software, hardware, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not) schematics and other technical, business, financial, customer and product development plans, and information received from others that the Contractor is obliged to treat as confidential. D. The Government undertakes to the Contractor that in respect of Contractor Confidential Information it will: treat the Contractor Confidential Information as confidential; 26 , CONTRACT no? O47D0IT17 ~~" Tnitials 6. RFP No. 016-2016 (P) Dow DM3\4355585.1 use at least the same degree of care to protect Contractor Confidential Information as it uses to protect its own confidential information of a like nature, but in any event it shall not use a standard of care that is less than a reasonable standard of care; not disclose Contractor Confidential Information to anyone without the prior written consent of the Contractor; not use Contractor Confidential Information for any purpose other than the performance of this Contract; and not remove any confidentiality, copyright or other proprietary rights notices from any Contractor Confidential Information. E. The confidentiality provisions of this Contract shall not apply to information that (i) is lawfully in the public domain at the time it was transmitted; (ii) has been independently developed by the Contractor without violation of this section; (iii) is independently known to the Contractor at the time of receipt through no unlawful act of the Contractor; (iv) is disclosed by the Contractor with written approval of the Government; (v) becomes known to the Contractor from a source other than the Government, which source legally is entitled to have and to disclose such information without restriction or (vi) is required to be disclosed by law. F. The Government prohibits disclosure of participant or employee records by the Contractor. G. Security Breach. A breach of PII (defined in subsection 68.H below) shall have occurred when there has been unauthorized acquisition of unencrypted PII data (electronic or otherwise) from Contractor’s possession which is utilized in the performance of this Contract that compromises the security, confidentiality, or integrity of PII]. The Contractor agrees to be liable for any unauthorized disclosure of PII in its possession as if it were the owner of the data. The Contractor acknowledges that any breach of PII is a material breach of this Contract. The Contractor shall notify the Government immediately of any breach or suspected breach but in no event later than twenty-four hours after the Contractor learns of the suspected breach. The Government may establish reasonable required remediation procedures and the Contractor shall comply as directed by the Government unless prohibited by law. The Contractor shall bear all reasonable costs of such remediation. H. Duty To Safeguard Information. (1) The Contractor shall comply with Code of Federal Regulations, Title 45, Part 307.13. The Contractor acknowledges that its automated systems may access or utilize child support program data and that its automated systems are considered a component of the Government’s computerized support enforcement systems for purposes of complying with the safeguard provisions set forth in Federal regulation 45 CFR 307.13. Additionally, the Contractor agrees that the data supplied by PCSD shall be used for official Government business only. Confidentiality of data must be maintained. Contractor acknowledges and agrees that violation of confidentiality may result in a fine. (2) The Contractor acknowledges that in the course of exercising its duties under this Contract that it will receive highly sensitive “personal identifying information” (“PII”). The Contractor shall not allow this information to be disclosed except to individuals Oy a contractno? 047.00 5717 initials "7 RFP No. 016-2016 (P) f DM3\4355585.1 who are authorized in order to perform their duties and only for the technologies and methods reasonably selected from all available technologies and abide by prevailing industry standard security practices for such security sensitive environments to secure this data and prevent its unauthorized disclosure. Such technologies and methods shall include, but shall not be limited to, employee criminal background investigation, computer access security, data access security, data storage encryption, and data transmission encryption. The Contractor takes full responsibility for the security of all data and hereby agrees to hold the Government harmless of any damages and liabilities that may result from unauthorized disclosure or loss of PII from the Contractor’s possession to the extent caused by Contractor. (3) The work to be performed under this Contract may require the Government to supply data that contains PII. The Contractor agrees that the Government will securely deliver such data directly to the facility where the data is used to perform the work under this Contract. The data is not to be maintained or forwarded to or from any other facility or location except for the authorized and approved purposes of backup and disaster recovery purposes. The Contractor shall insure that the data is not retained beyond the life of the Contractor’s relationship with the Government as established by this Contract. The Contractor agrees to dispose of the data in a secure manner as approved by the Government (4) The Contractor agrees to inspect and audit the security of its organization that is used to deliver Services under this Contract annually to insure compliance with the applicable Federal guidelines including IRS Publication 1075. All applicable guidelines and reports will be mutually agreed upon by the Government and Contractor. (5) With prior reasonable notice to the Contractor, the Government may at any time arrange for a security audit to be performed by itself or a third party during Contractor’s regular business hours to assess the security of the Contractor’s information technology infrastructure for compliance with these security requirements, including computer systems, networks, security procedures, etc., the cost of which shall be borne by the Government. 69. ASSIGNMENT OF CONTRACT Contractor may not subcontract or assign this Contract, in whole or in part without the prior written consent of the Government, which consent shall not be unreasonably denied. The use of personnel from Contractor’s subsidiaries is permitted and shall not be deemed an assignment. 70. OWNERSHIP MODIFICATION In the event of any sale or takeover of a majority ownership in Contractor by a person or entity that did not have such ownership interest on the day before the effective date of this Contract, Contractor shall require that it or its successor organization continues to perform its duties under this Contract. Contractor must inform all parties interested in buying or taking majority control of its business of its obligation to continue performing under this Contract until contractno? 04780) TI? /it Initials iG RFP No. 016-2016 (P) VW DM3\4355585.1 the term has expired, and must obtain the agreement of any buyer or taker of majority control to such requirements. 71. SEVERABLE PROVISIONS If any provision of this Contract is deemed by a court of competent jurisdiction to be invalid, then such provision is to be deemed stricken from this Contract and this Contract shall be enforced according to its valid and subsisting terms and provisions. 72. LIABILITY FOR STATISTICAL AND FISCAL INFORMATION ERRORS All statistical and fiscal information contained in the RFP and any appendices or attachments to this Contract reflects the information available to the Government at the time of the preparation of the above-cited documents. The Government does not warrant the accuracy of any such information and is not liable for any errors or the results of errors that may be discovered, at any time, to exist in those statements. 73. DUE DILIGENCE RESPONSIBILITY OF THE CONTRACTOR It is the sole responsibility of the Contractor to exercise due diligence in the performance of this Contract. 74. OMISSIONS In the event that the Government or Contractor discovers any material omission in the provisions of this Contract that is believed to be essential to the successful performance of this Contract, each must so inform the other in writing. The Government and Contractor will promptly negotiate in good faith with respect to such matters for the purpose of making such reasonable adjustments as may be necessary to attain the objectives of this Contract. 75. SAVING CLAUSE The Government and Contractor acknowledge the possibility that changes in Federal and Virgin Islands laws or regulations applicable to this Contract could occur and expressly agree to renegotiate this Contract as necessary to comply with such changes: 76. CONTRACTOR’S REPRESENTATIONS The Contractor represents that it is in compliance with: A. U.S. Executive Order 11246, relating to Equal Opportunity Employment; and B. 18 US 874, the U.S. Copeland Anti-Kickback Act; and C. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.); and -. °29 ; contractnor 047005717 ities Le RFP No. 016-2016 (P) DM3\4355585.1 D. The U.S. Immigration Reform Act; and Es The U.S. Anti-Lobbying Act. The Contractor further represents that it is not, and has not been, debarred or suspended from doing business with any state, territorial, county or municipal governmental agency, or any Federal agency, within the jurisdiction of the United States. 77. INSURANCE COVERAGE AND LIMITS Contractor has provided the Government evidence of the following insurance coverage: A. Professional Liability (Errors and Omissions). Covering all employees associated with the work to be carried out under this Contract with a limit of liability for $1,000,000 per claim. B. Workmen’s Compensation Insurance. Contractor shall carry Workmen’s Compensation Insurance for all employees engaged in work at the site in accordance with applicable laws and regulations. C. Other Insurance. Contractor hereby agrees to maintain any other coverage required by law or by any applicable regulation. 78. [INTENTIONALLY DELETED] 79. |NON-SOLICITATION OF CONSULTANTS AND EMPLOYEES Without the prior written consent of either party, from the date of this Contract until one year after the termination of this Contract, neither party shall, either directly or indirectly, on behalf of themselves or any other individual, corporation, partnership or other entity, employ, solicit for employment or otherwise assist in the solicitation or employment, of any employee of either party. 80. CONTINGENT FEE PROHIBITION Contractor warrants that it has not employed or retained any individual, corporation, partnership or other entity, other than a bona fide employee or agent working for Contractor to solicit or secure this Contract, and that it has not paid or agreed to pay any individual, corporation, partnership or other entity, other than a bona fide employee or agent any fee or other consideration contingent on the making of this Contract. 81. HEADINGS NOT CONTROLLING Any headings or titles used to help identify any part of this Contract are for reference purposes only and shall have no binding force or effect and shall not enter into the interpretation of this Contract. CONTRACT Nor o47D04 TI? 30 ‘+ re) VA RFP No. 016-2016 (P) - DM3\4355585.1 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS By ude Yer Webra eee Name: Claude E. Walker Title: Attorney General, Department of Date: Koay U2 pLoit By: Klo- AWA ZE Name: Lloyd T. Bough, Jr. Title: Commissioner Nominee, Department of — “Z, WE and P. > CONTRACTOR RedMane Technology LLC By Va Name: Anthon 1er —— Title President Date EX |pev7 APPRO #3 => B nd ed Uy. 2y-)? T > =O Kenneth E. Mapp Date se ail a a ad GOVERNOR OF THE VIRGIN ISLANDS ay — co cS APPROVED AS TO LEGAL SUFFICIENCY —S Zz ¢.. rt} “} ed mas DEPARTMENT OF JUSTICE BY 3 Sj Ww I> 4} 014 Assistant Attorney Genera CONTRACT NO PO47D0)717 2 RFP No. 016-2016 (P) DM3\4355585.1 82. MISCELLANEOUS Unless otherwise specified, all references in this Contract to “days” refer to calendar days. - 31 CONTRACT no.P 0 At dO) 1 i Initials TZ RFP No. 016-2016 (P) m4 DM3\4355585.1