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• OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this day of ___ Y 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 Virgin Islands Police Department (hereinafter referred to collectively as "Government") and Mon Ethos Pro Support, LLC (hereinafter referred to as "Contractor"). WITNESS ETH: WHEREAS, the Government is in need of the services of a Contractor to provide investigative support through data discovery and forensic analysis services, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.I.C. § 239(a)(8); and WHEREAS, the Contractor represents that it is willing and capable of providing such services; and 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 Addendum I (Scope of Services) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE The term of this Contract shall be from October 1, 2023, to September 30, 2024. Upon the date of execution of this Contract by the Governor of the U.S. Virgin Islands, this Contract shall become effective for the Term set out herein. The Government in its sole discretion, shall have the option to renew this Contract for a period of one (1) additional year subject to the same terms noted herein. The Government shall provide the Contractor with sixty (60) days written notice of the Government's election to renew the Contract and upon mutual agreement, the Parties shall effectuate the renewal through a written agreement. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed ONE MILLION FOUR HUNDRED EIGHTY-NINE THOUSAND SIX HUNDRED EIGHTY-THREE DOLLARS and ZERO CENTS ($1,489,683.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. Contract No. P001VPDT24 Contractor's Initials:-=:p_ 10th day of October, 2023 • OPCMR 4. TRAVEL EXPENSES As part of the normal course of business, inclusive of the compensation for services specified in Paragraph 3 (Compensation), the Government agrees to pay documented transportation, subsistence, lodging, and other travel expenses while in travel status for trips that have been authorized by the Government, at a cost not to exceed ONE HUNDRED TIDRTY-FOUR THOUSAND FIVE HUNDRED SIXTY-FOUR DOLLARS and ZERO CENTS ($134, 564.00). 5. RECORDS The Contractor, when applicable, will present documented precise records of time and/or money expended under this Contract with the Virgin Islands government, including the Virgin Islands Police Department (VIPD). The Contractor will provide any information requested by the VIPD executive team. However, the Virgin Islands Code regarding confidential records may apply to specific documents, which the Contractor may not be able to provide to other agencies. Confidential records, as specified under V .I. Code Title. 3, § 881 (2019) Confidential records (g), include a range of information categories such as personal information in records, hospital records, trade secrets, attorney work products, peace officers' investigative reports, and more. These records shall be kept confidential, unless otherwise ordered by a court, by the lawful custodian of the records, or by another person duly authorized to release information. 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. 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials, programs, printouts, and memoranda of every description derived therefrom and pertaining 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, gross 2 Contract No. P001VPDT24 Contractor's Initials: --=p_ • OPCMR receipt, excise, and social security taxes for Contractor, its servants, agents or independent contractors. 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, except for the individuals listed below, who are pre­ approved as subcontractors or collaborators for the Contractor. The Contractor shall notify the Government in writing of the intent to utilize any of the pre-approved individuals listed below for specific projects. Any additional subcontractors or collaborators not listed below shall require the prior written consent of the Government. Anthony J. Ferrante - Former Director for Cyber Incident Response at the U.S. National Security Council and Chief of Staff of the FBI' s Cyber Division; FTI. Todd Renner - Former Supervisory Special Agent at the FBI, leading high-profile international cyber investigations; FTI. Matt Chevraux - Twenty-Two (22)-year Secret Service veteran with experience in Presidential Protective Division and establishing the Secret Service's Los Angeles Electronic Crimes Task Force; FTI. Chris Pluhar- Former Special Agent for the FBI with over twenty-five (25) years of experience in technical and complex cyber investigations; FTI. Matt Maddox - Certified Information Systems Security Professional (CISSP) and Certified Ethical Hacker (CEH) ; FTI. John Donohue - Expert in open-source intelligence investigations, focusing on identifying individuals associated with insider threats and malicious activity; FTI. Ric Swanson - Former FBI agent with expertise in Technical Surveillance Countermeasures (TSCM) examinations, electronic security system testing and design, and computer forensic examinations; FTI. Jane Mason - Retired FBI Special Agent with twenty-eight (28) years of service, Founder of Secure FBI Directory and specializing in white-collar crime and forensic evidence collection. Emmanuel Ladsous - Former FBI Supervisory Special Agent with a twenty-three (23)-year career, including complex national security and criminal investigations; FTI. Brian P. Hale - Strategic cybersecurity leader with experience in law enforcement, national intelligence agencies, and private sector; former Assistant Director in the Office of Public Affairs at the FBI; FTI. 3 Contract No. P001VPDT24 Contractor's Initial;:-p • OPCMR Erin Burke- Former FBI Special Agent, leading enterprise-level criminal, and national security cyber investigations; former defense-side litigator for securities and arbitration matters; FTI. Jane Mason (CEO of ODDFA) - Retired FBI special agent, CEO of Secure Investigation d/b/a Office of Data Discovery Forensic Analysis, LLC; FTI. Taylor Black - Former US Marine and contract intake Officer of ODDF A, experienced in data collection and analysis for criminal and civil matters. Greg Tanaka - Software Engineer, Subject Matter Expert, and Contributor; alumnus of Caltech and the University of California, Berkeley; Percolata. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless Government from and against any and all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (including attorney's fees) and causes of action of whatsoever character which Government may incur, sustain or be subjected to, arising out of or in any way connected to the services to be performed by Contractor under this Contract and arising from any cause, except the sole negligence of Government. 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 This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction shall remain in 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. 14. ENTIRE AGREEMENT This agreement constitutes the entire agreement of the parties relating to the subject matter addressed in this Agreement. This agreement supersedes all prior communications, contracts, or 4 Contract No. P001VPDT24 Contractor's Initia;p • OPCMR agreements between the parties with respect to the subject matter addressed in this agreement, whether written or oral. 15. 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 Government may deem ample to protect it against loss or to assure payment of claims arising therefrom, and, at its option, Government may apply such sums in such manner as Government may deem proper to secure itself or to satisfy such claims. 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 claims will be paid by Contractor or its insurance carrier, if applicable in the event that such contest is not successful. 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor of the U.S. Virgin Islands. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on thirty (30) days written notice to the other party specifying the date of termination. 18. 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 by providing thirty (30) days written notice to the Contractor. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination specifying the extent to which the term and/or duties under this Contract are terminated and the date upon which such termination becomes effective. The Contractor shall be entitled to receive payment for services provided to the date of termination, including payment for the period of the thirty (30) day notice. 19. NONDISCRIMINATION 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 ofrace, creed, color, sex, religion, disability, or national origin. 20. CONFLICT OF INTEREST 5 Contract No. P001VPDT24 Contractor's Initials • OPCMR (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 services required to be performed under this Contract. (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: 21. NOTICE (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; and (iii) no financial interest in the Contract as that term is defined in section 1101 (1) of said Code chapter. 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: Contract No. P001VPDT24 GOVERNMENT Lisa Alejandro Commissioner Designee Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Ray A. Martinez Commissioner Virgin Islands Police Department Criminal Justice Complex 5400 Veterans Drive St. Thomas, VI 00802 CONTRACTOR Legal Service c/o Joseph Balliro Jr, Esq. CLO Mon Ethos Pro Support, LLC 6 Contractor's Initia • 22. LICENSURE The Contractor covenants that it has: 6 Liberty Square #6080 Boston MA 02109 David Whitaker, Chief Executive Officer 8618 Crown Bay Marina #505-417 St. Thomas VI 00802 ►"1ii1,1N, .. :; I " 0 . OPCMR (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 Addendum I (Scope of Services), and Addendum II (Compensation), 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 furnish its subcontractors with the current "LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT". 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 offence under Virgin Islands law. 26. NOTICE OF FEDERAL FUNDING 7 Contract No. P001VPDT24 Contractor's Initials: 9/7/2023 P001VPDT24 9 / 7 / 2023 P001VPDT24 10-10-23