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OPCMR EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS DEPARTMENT OF PROPERTY & PROCUREMENT CONTRACT NO.: R2022 0072 DATED: February 2022 EXERCISE OF RENEWAL OPTION No. 1 Contractor Description of Scope of Work/Services Verdenia C. Baker, County Administrator c/o Archie Satchell, Information Systems Service CJO Palm Beach County Board of County Commissioners 301 N. Olive Avenue, 8" Floor West Palm Beach, FL 33401 And County Attorney’s Office Palm Beach County Board of County Commissioners 301 N. Olive Avenue, Suite 601 West Palm Beach, FL 33401 Provide maintenance, enhancements and support for the software application known as Business License Web Application, developed by Palm Beach County Information System Services (ISS), and related professional services to the Government. Provide ongoing Software License and Application Hosting Services to Government. Pursuant to the renewal option provision of Contract No. R2022 0072, and subject to the appropriation and allotment of necessary funds, notice is hereby given that the Government of the U.S. Virgin Islands, Department of Licensing and Consumer Affairs, exercises its option to renew and does hereby renew the aforementioned Contract for the period October 1, 2023, to September 30, 2024, at the stipulated cost therein. All the terms, covenants, and conditions of the contract affected shall continue in full force and effect. A facsimile, electronic or digital signature on this form shall be deemed an original and binding on the Parties hereto. Please acknowledge receipt and acceptance hereby signing and returning the original to: The Department of Property and Procurement 3274 Estate Richmond Christiansted, VI 00820 Approved pursuant to Section 7.b. of Executive Order No. 477-2016 12/12/2023 Contract No. R2022 0072 was approved by the Governor on 2/1/2023 R2022 0072 ayy 9 “TONNENT SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT THIS SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT ("Agreement") is hereby entered Into between PALM BEACH COUNTY, a Political Subdivision of the State of Florida, by and through its BOARD OF COUNTY COMMISSIONERS ("Contractor"), and the Goverment of the U.S. Visgin Islands, by and through its Department of Property and Procurement, on behalf of its Department of Licensing & Consumer Affairs ("Government") on the following terms and conditions: WITNESSETH: WHEREAS the Government is in need of the continwed services of the Contractor to upgrade and enhance its website and web-based business license application, which duties and responsibilities are more particularly described in Addendum ! (Statement of Work) attached hereto (the “Services”); and WHEREAS, Contractor represents that it is willing and capable of providing such Services; and WHEREAS, the Government and Contractor are governmental entities; and WHEREAS, the Government's authority to enter into this Agreement is codified at Chapter 23 of Title 31, Virgin Islands Code; and WHEREAS, the Contractor's authority to enter into this Agreement is codified at Section 125.01 of the Florida Statutes; and WHEREAS, the Contractor may enter into agreements that serve a local public purpose; and WHEREAS, the Contractor's provision of the services herein serve a tocal public purpose in that it will raise revenues for the Contractor, directly benefiting the citizens of Contractor through services rendered with said revenues: and WHEREAS, the Government, by executing this Agreement, hereby certifies and attests that all applicable laws and regulations necessary to make this Agreement valid and futly enforceable have been complied with, including but not timited to, the requirements of Chapter 23 of Title 31, Virgin Islands Code §§ 233, 234, 235, 236, 239, 245, 248, 249 and the rutes and regulations promulgated for its enforcement; and WHEREAS, the Govemment further certifies that, in accordance with applicable law, it has made a sufficient uneacumbered apportionment of its appropristion balance, in excess of all unpaid obligations, to defrey the full costs of this Agreement; 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 end agree as re 1. 2. Recitals; The foregoing recitals are true and correct and incorporated herein by reference. Licensed Product, The parties are entering into this Agreement to establish an arrangement Contractor is licensing certain application software programs (“Licensed Product”) and providing professional services, as more fully described In Addendum | to this Agreement, (the “Statement of Work”) on the terms and conditions set forth herein. Seope of Use, 8. Delivery & Installation. The Contractor shall be responsible for providing access to the Licensed Product. b. Operating License, The Government is granted a nonexclusive license to use the Licensed Product for the Government's internal use only. c. Transfer of License, Neither this Agreement, nor any rights or obligations hereunder, may be transferred, assigned, delegated, sublicensed, relocated or moved without Contractor's prior written consent. Tem, Upon execution of this Agreement by the Governor of the U.S. Virgin Islands, the Agreement shall be effective for a Term beginning from Ostoher 1, 2021 and shall terminate on September 30, 2023. The Contract can be extended for two additional one- year terns by executing an Exercise of Renewal Option Form. Notice of option to renew must be provided et least ninety (90) days prior to the termination date of the Agreement. Compensstion. The Goverment, in consideration of the satisfactory performance of the services described in Addendum § (Statement of Work), agrees to pay Contractor compensation not to exceed THREE HUNDRED TWENTY-EIGHT THOUSAND DOLLARS ($328,000.00) in accordance with the provisions set forth in Addendum I (the “Pricing Document for Professional Services”) of this Agreement as follows: & Professional Services fee, which shall cover maintenance and support services, not to exceed $216,400, which shall be invoiced on a monthly basis. b. Monthly Software Lease Fee of $1,650 per month with the monthly installment due and payable by the first day of the month. Contractor retains the option to review the Software Lease Fee on an annual basis and reserves the sight to adjust! said fee based upon actual costs; provided, however, that no adjustment shall be greater than 10% of the fee for the previous year. c. Monthly Application Hosting Service Fee not to exceed $3,000 with monthly installment due and payable by the first dey of the month, Contractor shall invoice the Government monthly in arrears for Software Lease and Application Hosting Services. The Government shall use its best efforts to pay the subject invoices within THIRTY (30) days of receipt of the invoices. Failure of the Government, despite ts best efforts, to pay an invoice within THIRTY (30) days of receipt of the ~Z 6. invoice shall not be interpreted as an indication that the Government no longer desires Contractor's services. Contractor shall separately invoice the Government on a monthly basis for Professional Services. The invoices shall specify the hours worked and the services provided. The invoices shall be subject to review and approval by the Government. The Government shall use its best efforts to, within THIRTY (30) days of receipt an invoice, pay the subject invoice in full or give a writen explanation for non-payment of any contested portions of the Invoice. Failure of the Government, despite its best efforts, to respond to a Professtonal Services invoice within THIRTY (30) days of receipt of the invoice shall not be interpreted as an indication that the Government no longer desires Contractors professional services. Acceptance and Training, The Licensed Product shall be deemed accepted by the Government upon installation and demonstration of its fitness for the particular purpose it was purchased by the Government. The Contractor shall, at no additional cost, provide training to Government personnel who will be utilizing the Licensed Product. 7. Travel. In addition to the compensation for services as specified in Paragraph 5 above, 9. the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing in advance by the Government. These costs shall be sdvanced or reimbursed on the same basis as is applicable to non-contract employees of the Government and the total of said costs and expenses shall not exceed $10,000. a. Program Code. No source code or technicel-level documentation are licensed under this Agreement. b. Program Documentation, Contractor shalt provide an electronic copy of “Documentation” describing in reasonable detail understandable by a user of general proficiency the use and operation of the Licensed Product at no cost to the Govemment. Documentation may be reproduced by the Government for the exclusive use of the Government. a. Acknowledgment, The Government hereby acknowledges that the Licensed Product (including any Documentation, source code, translations, compilations, partial copics and derivative works) contains confidential snd proprietary information belonging exclusively to the Contractor or such third party as may be identified on the Licensed Project or applicable Documentation ("Confidential & Proprietary Information”). Confidential & Proprietary Information docs not include: (i) information already known or independently developed by the Government outside the scope of this relationship by personne! not having access to any Confidential & Proprietary information, (Ji) information in the public “ domain, or (lii) information received by the Government from e third party who was free to disclose it. b. Covenant, With respect to the Confidentia} & Proprietary Information, and except as expressly authorized herein, the Government agrees that during the tenn of this Agreement and at all times thereafter it shall not use, commercialize or disclose such Confidentiality & Proprietary Information to any person or entity, except its own employees having a “need to “know” (and who themselves are bound by similar nondisclosure restrictions), end to such other recipients as the Contractor may spprove in writing. Neither the Government nor any recipient shall: (i) alter or remove from any Licensed Product or associated Documentation any proprietary, copyright, trademark or trade secret legend, or (ii) decompile, disassemble or reverse engineer the Licensed Product or other Confidentiality & Proprietary Information (and any information derived in violation of such covenant shall automatically be deemed Confidential & Proprietary Information owned exclusively by the Contractor). The Government and its personne! shall use the same degree of care In safeguarding the Confidential & Proprietary information as that used in safeguarding its own confidential information. Upon termination, the Government shall return or destroy all Confidential & Proprietary Information in its possession or control and cease all further use thereof. ¢. Inivnctive Relief, The Government acknowledges that violation of this Section would cause irreparable harm to Contractor not adequately compensable by monetary damages. In addition to other relief, the Government agrees that, to the extent permitted by law, injunctive relief shall be available to prevent any actual or threatened violation of such provisions. 10. Warranties, a. As of the effective date of this Agreement, Contractor, to the extent of its knowledge, represents and warrants that the Licensed Product, when properly used as contemplated herein, is not infringing or misappropristing any United States copyright, trademerk, patent, or the trade secrets of any third persons. To the extent a court of competent jurisdiction holds otherwise, the Government may terminate all or any part of this Agreement immediately upon notice to Contractor. Limited Performance Warranty, Contractor represents and warrants for a period of 60 days from acceptance (“Warranty Period”) that (i) the Licensed Product Operates in accordance with the applicable Documentation provided; (ji) the Licensed Product is installed, implemented and operated in accordance with all instructions supplied by Contractor, (iii) all updates relating to any third pasty software products (including operating system software) that materially affect the performance of the Licensed Product have been properly installed or made available to Goverment; (lif) all associated equipment, software and environmental conditions have been properly maintained in accordance with applicable specifications and industry standards; and (iv) Contractor has not rs introduced other equipment or software creating an adverse impact on the Licensed Product. c. Wamanty Disclaimer, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION ("WARRANTIES") THE CONTRACTOR HEREBY DISCLAIMS WITH RESPECT TO ALL LICENSED PRODUCTS, SUPPORT SERVICES OR OTHER DELIVERABLES PROVIDED HEREUNDER, ALL EXPRESS AND (MPLIED WARRANTIES. 11. Indemnification, [Omitted] 12. Limitation on Liability, By entering into this Agreement, it is expressly understood that neither the Government, Contractor, nor any of their agencies, waive sovereign immunity or any other immunity defenses that may be extended to them by operation of statute, tute, operation of law, or otherwise, including, but not limited to, eny limitations on the amount of damages that may be awarded or pald. 13. Liability of Others, Nothing in this Agreement shall be construed to impose any liability upon the Government to any persons, firms, associations, or corporations engaged by Contrector as servants, agents, independent contractors, or in any other capacity whatsoever, or make the Government liable to any such persons, firms, associations or corporations for the acts, omissions, responsibilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to unemployment insurance and social security taxes for Contractor, iis servants, agents or independent contractors. 14. No Third-Pany Beneficiary, No provision of this Contract is intended to, of shalt be construed to, create any third-pasty beneficiary or to provide any rights to any person or entity not a party to this Contract, including but nos limited to any citizen or recipient, or official, employee, or volunteer of either party. 15. Independent Contractor, The Contractor shall perform this Agreement as an independent contractor and nothing herein contained shal) be construed to be inconsistent with this relationship or status. Nothing herein contained is intended nor shall create an agency relationship between the pasties. 16. Audits and Public Records. Government acknowledges that its records relating to this Agreement sre public records for the purposes of Chapter 119, F.S., and that it will comply and maintain such records in accordance with Florida’s public records laws. Government shall maintain records, documents and other evidence to sufficiently establish its performance under this Agreement. Such records shall be maintained for at beast three (3) years after the termination of this Agreement. tf any inquiry, investigation, audit or litigation is underway at any time during the three (3) year period, Government shall continue to maintain and preserve the records until the resolution of the inquiry, investigation, audit or litigation. Contractor has the right, upon reasonable request and during normal business hours, to inspect, examine or copy said records. “xe (7. Inspector General, Palm Beach County hes established the Office of the Inspector General in Paim Beach County Code, Seetion 2-421 ~ 2-440, as may be amended. The Inspector General's authority includes but Is not limited to the power to review past, present and proposed County contracts, transactions, accounts and records, and to audit, investigate, monitor, and Inspect the activities of the Goverment, its officers, agents, employees, and lobbyists in order to ensure compliance with contract/agreement requirements and detect corruption and fraud. Failure to cooperate with the Inspector General or interference or impeding any investigation shail be in violation of Palm Beach County Code, Section 2-421 - 2-440, and punished pursuant to Section 125.69, Florida Statutes, in the same manner as a second-degree misdemeanor. 18. Regulations, Licensing Requirements, The parties shall comply with all laws, ordinances and regulations applicable to the Services contemplated herein, to include those applicable to conflict of interest and collusion. The parties are presumed to be familiar with all applicable laws, including federal, state and local laws, ordinances, codes and regulations that may in any way be refated to this Agreement. 19. Condition Precedent, This Agreement shall be Subject to the availability and appropriation of funds and to the approval of the Governor. 20. Tecmination, Either pasty will have the right to terminate this contract, without penalty, with or without cause on SIXTY (60) days written notice to the other party specifying the date of termination. 21. Non-Discrimination, Both parties warrant and represent that all of its employees are treated equally during employment without! regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, familial status, sexual orientation, gender identity and expression, or genetic information. The parties further warrant and agree that no person shall be excluded from the benefits of or be subjected to any form of discrimination under any activity carried out in the performance of this Agreement. 22. Goveming Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Florida. Untess otherwise agreed to in writing by the pasties, any and all legat action necessary to enforce the Agreement shall be held in 8 court of competent jurisdiction located in Palm Beach County, Florida. 23. Enabling Laws. Nothing in this Agreement is intended to cause cither party hereto, to waive the legal immunities and defenses provided under their state and federal laws. 24. Mediation, The Government and Contractor agree that in the event of any controversy, claim or dispute arising out of or relating to this Agreement the parties shall first seek resolution of such controversy, claim or dispute through mediation. The mediation shatl be conducted in Patm Beach County, Florida by a We mediator mutually acceptable to the parities, who shall conduct the mediation pursuant to the rules of the American Mediation Association. The mediator's fee shall be shared equally by both parties. Other than the mediator’s fee, the parties shall bear in full their respective costs all other costs relating to the mediation. 25. Walvers_and Amendments, No waiver, modification or amendment of any term, condition or provision of this Agreement shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly authorized representative, 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 Agreement, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. The Government reserves the right to make changes to the Statement of Work, including alterations, reductions therein or additions thereto. Upon receipt by the Contractor of the Government's notification of a contemplated change, the Contractor shall, in writing: (1) provide a detailed estimate for the increase or decrease in cost due to the contemplated change, (2) notify the Government of any estimated change in the completion date, and (3) advise the Government if the contemplated change shall affect the Contractor's ability to meet the completion dates or schedules of this Agreement. If the Government so instructs in writing, the Contrecior shalt suspend work on that portion of the Statement of Work affected by a contemplated change, pending the Government's decision to proceed with the change. No change to the Statement of Work shall be valid or of any force unless made in writing, signed by the parties thereto, and the writing satisfies the requirements of Virgin Islands public contract procedures. 26. Assignment. The Contractor shalt not assign or subcontract any pari of the services under this Agreement without the prior written consent of the Goverment. (7) eftective Dae The Agreement will become effective upon execution of the Governor of the United States Virgin Islands. 28. Notices, Any notice required to be given by the terms of this Agreement shall be deemed to have been given when the same is sent by certified mail, retum receipt requested, postage prepaid, personally delivered or by any ovemight delivery service requiring signed acceptance, addressed to the parties as follows: Government Commissioner Department of Property and Procurement Sub Base, Building No. | St. Thomas, Virgin Istands 00802 Be and Commissioner Department of Licensing and Consumer Affairs 3000 Golden Rock Shopping Center, Christiansted St. Croix, VI 00820-4311 Contractor Verdenia C. Baker, County Administrator c/o Archie Satchell, Information Systems Services CIO Paim Beach County Board of County Commissioners 301 N. Olive Avenue, 8 floor West Palm Beach, FL 33401 (Telephone: 561-3$5-2823) And County Attorney's Office Palm Beach County Board of County Commissioners 301 N. Olive Avenue, Suite 601 West Palm Beach, FL 3340! (Telephone: 561-355-2225) 29. Entire Agreement, This Agreement constitutes the entire agreement between the parties hereto, and all other understandings, communications, written, or oral, with respect to the services that ere the subject matter of this Agreement, are merged herein. None of the provisions, tenns, and conditions contained in this Agreement may be added to, modified. superseded or otherwise altered, except by written Instrument executed by the parties hereto. 30. Severability. in the event that eny provision of this Agreement shall be held ¢o be invalid, the validity of the remaining provisions of the Agreement shal! not in any way be affected thereby. 31. Authority. The Government and Contractor acknowledge that they are each governmental entities. The Government and Contractor each warrant that its execution and delivery of this Agreement Is duly authorized by law and that the Agreement when fully executed will constitute the legal, valid, and binding obtigation of each party. 32. Other Provisions, Addendum | and Addendum I attached hereto are a part of the Agreement and are incorporated herein by seference. In the event of a conflict between the terms of any addenda to this Agreement and the terms of this Agrecment, the terms of this Agreement shall prevail. Ye. 33. Excusable Ocinys, The Contractor shall not be considered in default by reason of any fallure in performance if such failure arises out of causes reasonably beyond the control of the Contractor or its subcontractors and without their fault or negligence. Such causes include, but are not limited to, acts of God, force majeure, natural or public health emergencies, labor disputes, freight embargos, and abnormally severe and unusval weather conditions. 34. Joint Preparation, The preparation of this Agreement has been a joint effort of the parties, and the resulting document shal! not be construed more severely against one of the parties than the other. [REST OF PAGE INTENTIONALLY LEFT BLANK] FEB O 1 Mat R2022 0072 IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. a) ATTEST: Se, ‘Mn, Palm Co , By Its Joseph Abruzzgfih) ler Board of Commissioners bys qh Bey t'; COuNTy . aha OY Mae By: "4 = nl ws By: a Me, cinroth, Mayor i] Go Hinave aN (SEAL) APPROVED AS TO APPROVED AS TO TERMS AND LEGAL SUFFICIENCY CONDITIONS ay: Aan - dd witbawe By: tt— County Attorney Archie Satchell, ClO, ISS [Palm Beach County Signature Page} WITNESSES GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS thachlne there. re Cth 212023 Commissioner, Department of Property & Procurement “Rex Braff _ehelers a Licensing and Consumer APPROVED TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE 1/13/2023 By:/ oo ssistant Attorney General Date APPROVED — / Al B wal [es Govemor, US Virgin Islands (U.S. Virgin Islands Signature Page)