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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT made as of the_21°*_ day of June, 2019 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 PATERNITY AND CHILD SUPPORT DIVISION of the DEPARTMENT OF JUSTICE (the “Department”), 34-38 Kronprindsens Gade, Second Floor, St. Thomas, U.S. Virgin Islands 00802, (hereinafter referred to as me ‘GOVERNMENT”) and PROTECH SOLUTIONS Inc., of 303 West Capitol Avenue, Suite 330, Little Rock, Arkansas 72201, (hereinafter referred'to as “CONTRACTOR” or “PROTECH SOLUTIONS Inc.” ). WITNESSETH:. WHEREAS, the GOVERNMENT desires to procure the services of PROTECH SOLUTIONS Ine., to work with its Paternity:and Child Support Division’s (PCSD) local staff in supporting the. maintenance, upgrades, enhancements, modemization, and operation of the Child Support Territorial Automated Reporting System (“CSTARS”) application. The duties and responsibilities are more particularly described in RFE-2018 (P) Qualified Firm or Individual(s) for the Upgrade, Maintenance and Support. of CSTARS in the United: States Virgin Islands Request for Estimate (the RFE); Scope of Work (Addendum I); and Final Response. to RFE (Addendum III}, attached hereto and made a part hereof; and WHEREAS CSTARS has been operational since 2001 and is the automated case management system that supports the Title IV-D Child Support Program in the Virgin Islands; and WHEREAS CSTARS meets the requirements for Federal Certification under the Family Support Act of 1988, the Personal Responsibility and Work Opportunity Act of 1996, the Balanced Budget Act of 1997, the Taxpayer Relief Act of 1997, and the Deficit Reduction Act of 2005. and now seeking to’ be in compliance with the Final Rule that improves: (1) procedures to promote program flexibility, efficiency, and modernization; (2) updates to account for advances in technology; and (3) technical corrections; and WHEREAS, the GOVERNMENT requires Modernization, continued Support and Maintenance Services of its Child Support Territorial Automated Reporting System (CSTARS); and WHEREAS, the GOVERNMENT, solicited the sérvices under RFE-2018 (P) and pursuant to.31 V.LC. §.239(a)(4); and . WHEREAS, PROTECH SOLUTIONS Ince., represents that it is willing to and capable. of providing such services; RFE 2018(P) po3spnsTt g initials ae NOW, THEREFORE, in consideration of the mutual covenants herein contained,.and intending to be legally bound. by this written instrument, the GOVERNMENT and PROTECH SOLUTIONS Inc., hereto do covenant and agree to the following: TERMS AND CONDITIONS 1. SERVICES PROTECH SOLUTIONS Iac., will provide. the: services as described Addendum I (Scope of ‘Work)!; attached hereto and made a part of this Contract. Upon execution of this Contract by the Governor of the Virgin Islands-the Contract. shall be effective for a Term beginning from. June 21, 2019 to December 31, 2021. The GOVERNMENT in its sole-discretion, shall have the. option to renew this Contract for a period of three (3) additional one-year terms subject to. the same terms noted herein, by providing PROTECH SOLUTIONS Ine. with sixty (60). days written notice of the Government’s election to renew. 3, COMPENSATION The GOVERNMENT, in consideration of the satisfactory performance of the services described.in Addendum I (Scope of Work); agrees to pay PROTECH SOLUTIONS Inc., a sum not to exceed Four Million Five Hundred-Nineteen Thousand, Seven Hundred Forty-Three and 00/100 Dollars ($4,519,743.00) in accordance with the provisions of Addendum II (Compénsation to this Contract for the total cost of services provided by PROTECH SOLUTIONS Inc., Of the aforementioned $4,519,743,00 in Compensation, an amount not to exceed Three Hundred-Nineteen Thousand, Seven Hundred and Forty-Three and 00/100 Dollars ($3 19,743.00) is designated for professional services relating to Interim Maintenance and Support of CSTARS (Addendum IJ), on an ‘as-needed and hourly basis, during the thirty (30) month Modernization period, 1 Scope of Work also includes the CSTARS Modernization Responsibilities and Deliverables Timetable. 2 Compensation includes the Project’ Payment Schedule.and the Interim Maintenance-and Support Schedule. RFE 2018(P) P038D05 TT 9 Initials f- 4, TRAVEL EXPENSES Inclusive. of the compensation for services as specified in Paragraph 3 (Compensation) above, the GOVERNMENT agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have. been authorized. in writing, in advance, by the GOVERNMENT. These costs shall be advanced or reimbursed on the same. basis as is applicable to non-contract employees of the GOVERNMENT, or as. agreed to. by an addendum to this Contract, however, said costs and expenses shall not. exceed N/A ($ N/A). 5. RECORDS The PROTECH SOLUTIONS Ince., when applicable, will present records of time and/or money expended under this Contract. ‘6. PROFESSIONAL STANDARDS PROTECH SOLUTIONS Ine: agrees to maintain the. professional standards applicable to its profession and to-consultants doing business in the United States Virgin Islands. PROTECH SOLUTIONS Inc., will follow the following performance guidelines during. the CSTARS Modernization: A. All work will be conducted in a professional and orderly manner; B. ‘PROTECH SOLUTIONS Inc., Modernization team will be trained substantially as set forth in Addendum 1, with such training to include training in the implementation of Replatforming/Refactoring Application systems and. use of web-based portals, and current and updated development tools and updated versions of Windows software and hardware. PROTECH SOLUTIONS Ine.’s training must be up-to-date to include all prior system enhancements and. automated interfaces. Training of PCSD staff regarding the specifics of the new Modernized CSTARS will be part of the work done by PROTECH SOLUTIONS Ine., pursuant to Addenda. I and II of this Contract. Cc. The following PROTECH SOLUTIONS Inc. positions are considered essential to this Contract and are hereby designated as “Key Personnel: 1. Project Manager 2. Lead Developer or Team Leader(s) D. The PROTECH SOLUTIONS Inc., shall provide a description of the job specifications for all Key Personnel and shall notify the GOVERNMENT of any and all modifications. REE 2018(P) Initials po38d01T19 E. A change in Key Personmie] may only be made with prior written approval by the GOVERNMENT. Approval will not be unreasonably withheld. PROTECH SOLUTIONS Inc., will be able to replace Key Personnel for reasons beyond: PROTECH SOLUTIONS Ince.’s reasonable control, including illness, disability, death, leave of absence, personal emergency circumstances, resignation, or termination for cause within thirty (30) calendar days:of said event. PROTECH SOLUTIONS Inc., must submit for the GOVERNMENT?’s approval; areplacement with the educational and relevant experience qualifications that are similar to initial Key Personnel. F. Resources in this Modernization may be shared among: upgrade, maintenance, support and enhancement teams’only when their Modernization work does‘not affect their upgrade, maintenance, support and enhancement activities as their first priority. PROTECH SOLUTIONS Inc., will ensure adequate staffing is in place. to keep Modernization, upgrade, maiiitenance, support and enhancement on schedule. 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. 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 PROTECH SOLUTIONS Ine. or by any other person or entity except upon the written permission of: the GOVERNMENT. 8. 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 PROTECH SOLUTIONS Inc., 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 PROTECH SOLUTIONS Inc., and to the terms and conditions of this Contract. B. All technical communications and records originated or prepared by PROTECH ‘SOLUTIONS Inc., pursuant to this Contract intended as the expression of PROTECH SOLUTIONS Ine.’s findings, analyses, conclusions, proof of concepts, opinions and recommendations with respect to the. subject-matter of this Contract, including papers, reports, charts, diagrams and other documentation, application software developed and/or transferred in this project, including modifications, enhancements and/or alternatives, but not including PROTECH SOLUTIONS Ine.’s administrative communications, records, files and working. papers relating to this Contract (all of the foregoing, collectively, the “Work Product’) shall be the sole and exclusive property of the GOVERNMENT, free of any claim or retention of rights by PROTECH SOLUTIONS Inc. | RFE 2018(P). Initials POZ8DOITII Cc: Any additional or advanced operations software concepts and/or technologies that may be developed during the term of this Contract and incorporated. into PROTECH SOLUTIONS Ine.’s licenséd products shal/ be and shall remain the exclusive property. of PROTECH SOLUTIONS Inc. However, PROTECH SOLUTIONS Ine., shal! provide such additional or advanced concepts and/or technologies at rio additional cost and with no restrictions: other than those containéd in this Contract, D. The GOVERNMENT retains all ownership or licensed rights to the CSTARS system as modified and enhanced under this Modernization CONTRACT, including but not limited to, ownership and licenses for any and all application software of the project; operational codes, and plans. PROTECH SOLUTIONS Inc., shall make available to the GOVERNMENT -at any time the most current versions of all program source codes, data dictionaries:and all relevant documentation. on computer readable media,. and shall provide interim copies upon request of GOVERNMENT. Concuitert with the final delivery of all updated software, PROTECH SOLUTIONS Ine., shall provide the GOVERNMENT with at least ONE (1) copy of the source code, in. computer readable media, for each application program modified, enhanced and/or change. in its entirety under this CONTRACT. If PROTECH SOLUTIONS Inc., 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.. E. The GOVERNMENT retains all ownership rights and warranties to all computer hardware and/or equipment purchased and installed by PROTECH SOLUTIONS Inc., on behalf of the GOVERNMENT for the operation‘of maintenance of the software:of this project. F. Excepted from the provisions of this Paragraph are all programs and documentation which are licensed material acquired by PROTECH SOLUTIONS Inc., and/or its subcontractors. in connection with this Contract. G. Notwithstanding anything to the contrary herein, PROTECH SOLUTIONS Inc., shall have the right to use and employ its general skills, knowledge,.and expertise, anid 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. 9. SOFTWARE LICENSES A. In the event PROTECH SOLUTIONS Ine., is required, in the performance of setvices 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 PROTECH SOLUTIONS Inc. B. PROTECH SOLUTIONS Ince., shall grant to the GOVERNMENT a_non- transferable and non-exclusive license to use product(s) owned. by PROTECH SOLUTIONS Inc.,.as required by the Scope of Work (Addendum 1), and shall provide technical services for the. 5 PO38DOJ 719 product(s), during: the-term of this Contract, 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 PROTECH SOLUTIONS Ine, 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.and:mutual consent of the GOVERNMENT and PROTECH SOLUTIONS Inc,, 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). PROTECH SOLUTIONS Ine., 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 PROTECH SOLUTIONS Ine., 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 PROTECH SOLUTIONS Inc., (6) PROTECH SOLUTIONS Ine. 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’ location(s) in accordance with the proposal. (7) PROTECH SOLUTIONS Inc., shall provide, during the term of this Contract, the technical services set forth in the Scope of Work (Addendum I). . (8) In addition, PROTECH SOLUTIONS Inc., 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. RFE 2018(P) Initials GX PO38DO0! 719 10. RIGHTS IN DATA, DOCUMENTS AND OTHER INTELLECTUAL PROPERTY During the term: of this Contract, as a result of PROTECH SOLUTIONS Ine,’s efforts under this Contract, PROTECH SOLUTIONS Inc., may generate ideas, inventions, suggestions, copyrightable materials or other information (“Intellectual Property”) which falls into one of two. categories: (1) Intellectual Property created specifically in connection with. the. subject matter of PROTECH SOLUTIONS Ine.’s efforts under this Contract and incorporated into the work product to-be produced or utilized to provide services by PROTECH SOLUTIONS Inc., and delivered to the GOVERNMENT under this Contract. Title to Intellectual Property described in this Paragraph that is developed jointly by PROTECH SOLUTIONS Inc., and the GOVERNMENT, or solely by PROTECH SOLUTIONS Ine., and paid for by the GOVERNMENT, shall remain in the GOVERNMENT at all times. PROTECH SOLUTIONS Inc., 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 forthe Federal Government’s purposes, any such intellectual property; and (2) 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 PROTECH SOLUTIONS inc. and delivered to the GOVERNMENT under this Contract. Title to Intellectual Property described in this paragraph, including any Intellectual Property developed by PROTECH SOLUTIONS Inc., prior to. or outside of this Contract, shall remain property. of PROTECH SOLUTIONS Ine. To the extent such Intellectual Property is incorporated into the: work product to be produced and delivered to the GOVERNMENT under this Contract, PROTECH SOLUTIONS Ine., grants and the GOVERNMENT hereby accepts, a worldwide, royalty-free. non-exclusive’ license to use all such Intellectual Property as. incorporated into PROTECH SOLUTIONS Inc., work product until such time as the GOVERNMENT no longer needs or uses such Intellectual Property. G3) The GOVERNMENT will be the owner of the license provided by PROTECH SOLUTIONS Ine., on all third-party proprietary operating and PROTECH SOLUTIONS Ine., software package(s), which are provided to.the GOVERNMENT hereunder. (4) PROTECH SOLUTIONS Ine., 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. RFE 2018?) PO38D03 719 Initials__ 7 11. RETENTION OF RECORDS AND ACCESS BY GOVERNMENT AGENCIES PROTECH SOLUTIONS Ince., including its subcontractors shall maintain a// 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 FIVE (5) 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 PROTECH SOLUTIONS Inc., 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 PROTECH SOLUTIONS Inc., reasonable notice of at least FIVE (5) business days for any inspection of documentation as set forth herein. 12, LIABILITY OF OTHERS Nothing in this Contract shall be construed to: impose any liability upon the GOVERNMENT io persons, firms, associations, or corporations engaged by PROTECH. SOLUTIONS Inc. 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 PROTECH SOLUTIONS Ine. of whatsoever nature, including but not limited to unemployment insurance and social security taxes for PROTECH SOLUTIONS Inc., its servants, agents or independent contractors, . 13. ASSIGNMENT PROTECH SOLUTIONS, Inc.’s use of Modern Systems, Inc., asa subcontractor‘on this Contract is approved through the Government's execution of this. ‘Contract. PROTECH SOLUTIONS Ine., shall not further ‘subcontract or assign any part of the services under this. Contract without the prior written consent of the GOVERNMENT. 14. INDEMNIFICATION PROTECH SOLUTIONS Inc. 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 cauises 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 PROTECH SOLUTIONS Ine. under this Contract and arising from any cause, except the sole negligence of GOVERNMENT. RFE 2018(P) pn3e8ooiTt 9 ) Initials 7" 15. INDEPENDENT CONTRACTOR PROTECH SOLUTIONS Inc., shall perform this Contract as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. 16. 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. 17. WAIVERS AND AMENDMENTS No waiver, modification or amendment of any term condition or provision ofthis 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 oramendment, 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. 18. 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. 19. 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 PROTECH SOLUTIONS Ine. 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 PROTECH SOLUTIONS Inc., 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 PROTECH SOLUTIONS Ine. gives satisfactory assurance to GOVERNMENT that such claims: will be paid by PROTECH SOLUTIONS Inc. or its insurance carrier, if applicable in the event that such contest is not successful. 20. CONDITION PRECEDENT This Contract. shall be subject to the availability and appropriation of funds and to the approval of the Governor of the United States Virgin Islands. 9 RFE 2018(P) a os Initials pozs8pol Ti? 21, 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, Additionally: A. The GOVERNMENT may terminate this Contract whenever funding for the project, from whatever source, is withdtawn, 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. B, The GOVERNMENT may terminate this Contract whenever it-determines. that. PROTECH SOLUTIONS Ince., has failed to substantially perform its duties and responsibilities under this Contract. GOVERNMENT shall give PROTECH SOLUTIONS Inc., written notice of its intention to terminate this.Contract pursuant to this Section, which notice shall specify the duties and responsibilities that PROTECH SOLUTIONS Inc., has failed to perform. Thereupon, PROTECH SOLUTIONS Ine., shall have.a term of thirty (3 0) days following receipt of said notice to-cure such failure or. failures or, in the alternative, to provide a Corrective Action Plan (CAP) to teach such objective. The GOVERNMENT must approve the CAP. If PROTECH. SOLUTIONS Inc., successfully cures such failure or failures to conform to the requirements set forth in this Contract within the required time period, then the notice of termination shall no longer be effective. . . . Cc. Tn the event of termination of this Contract pursuant to subsection (A).or (B), above, PROTECH SOLUTIONS Inc., will be entitled to. payment for deliverables met as of the date of termination. Work in progress towards deliverables not: met shall be cured towards reasonable costs incurred. Subsequently, the GOVERNMENT shall not be held liable:to.any costs there after incurred as a result of the termination of the work, including, but not limited to, accounting, legal, clerical, and other expenses reasonably necessary for the termination of this Contract. 22. 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 PROTECH SOLUTIONS Ince., 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. In the event of a partial termination, PROTECH SOLUTIONS Ine., shall be entitled to receive payment for servicés. provided to the date of partial termination, including payment for the period of the thirty (30) days’ notice. id RFE 2018(P) | . fo! Initials ES po38na!T19 23. PROCEDURES FOR TERMINATION Notice of Termination by GOVERNMENT shall be given by certified mail with return receipt requested, addressed to PROTECH SOLUTIONS Inc., as provided in Paragraph’31 of this Contract, and shall specify the date of the termination. Upon receipt by PROTECH SOLUTIONS Inc., of'a Notice of Termination PROTECH SOLUTIONS Inc., shall: A, Stop work under this Contract on the date and to the éxtent specified in the Notice of Termination, except that work deemed necessary as mutually agreed to by PROTECH SOLUTIONS Inc. and GOVERNMENT, 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 the rights, titles, and interest of PROTECH SOLUTIONS Inc., under the orders or subcontracts so canceled or terminated, in which case PROTECH SOLUTIONS Inc., shal] 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. PROTECH SOLUTIONS Ine., shail settle.all outstanding liabilities and all claims arising out of such termination of orders and. subcontracts, the cost of which is reimbursable to PROTECH SOLUTIONS Ince.,.in whole or in part, in accordance with the provisions of this: Contract. Within Twenty (20) workdays after the effective date of termination, PROTECH SOLUTIONS Ine., shall transfer title to the GOVERNMENT (to the extent that title has not already been’ tranisfetred) and deliver and return to the GOVERNMENT, any formal correspondence, ‘reports, forms, documents, hardware or software 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, PROTECH SOLUTIONS Inc., 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 PROTECH SOLUTIONS Inc., and in which GOVERNMENT has or may acquire an interest. il RFE 2018(P) . . . Initials POSUDGL TY 24. PERFORMANCE OF TERMINATION OF OBLIGATIONS A, PROTECH SOLUTIONS Inc., shall proceed immediately: with the performance of the obligations stated in this Contract, notwithstanding any delay in determining or adjusting the amount of any item of reimbursement required by this Contract. iB. Termination of this Contract shall not limit either party from pursuing any other. ‘remedies available to it, including injunctive relief, 25. SUBMISSION OF CLAIMS After receipt of a Notice of Termination, PROTECH SOLUTIONS Ine,, shal! submit 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, ifthe 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. 26. FAILURE TO AGREE __ In the event of a failure to agree in whole or in part as to the amounts to be paid to PROTECH SOLUTIONS Ince., 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 PROTECH SOLUTIONS Inc., by reason of termination and ‘shall pay to PROTECH SOLUTIONS Inc., the amount so determined. 27. ANTICIPATORY PROFITS NOT REIMBURSABLE In no case shall PROTECH SOLUTIONS Ine.’s termination claims include any claim for unrealized anticipatory profits. 28. 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. 12. 29. CONFLICT OF INTEREST (a) PROTECH SOLUTIONS Inc., 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) PROTECH SOLUTIONS Inc., further covenants that it is: (1) not a territorial officer or employee (i.¢., 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. 30. EFFECTIVE DATE The effective date of this Contract shall be the day of execution of the Contract by the Governor of the United States Virgin Islands. 31. 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: Anthony D, Thomas Commissioner Designee: Department of Property arid Procurement 8201 Subbase, Suite 4 St. Thomas, VI 00802 Denise N. George, Esq. Attorney General Designee RFE 2018(P) Initials Gey PO38HAlTI9 Department of Justice 34-38 Kronprindsens Gade 2°¢ Floor St. Thomas, V1.00802. CONTRACTOR Satish Garimalla Chief Executive Officer Protech Solutions, Inc. 303 West Capitol Avenue, Suite 330 Little Rock, Arkansas 72201 Email: satish.garimalla(@protecholutions.com 32. LICENSURE PROTECH SOLUTIONS Ine., 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. 33. OTHER PROVISIONS Addenda I through III attached hereto are a part of this Contract and are incorporated herein by. reference. 34. DEBARMENT CERTIFICATION By-execution of this Contract, PROTECH SOLUTIONS Inc., 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. PROTECH SOLUTIONS Inc., ‘shall include this provision in each of its subcontract(s) hereunder and shall direct its sub-contracts hereunder and shail furnish its subcontractors with the current “LIST OF PARTIES. EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT”. In the event PROTECH SOLUTIONS Inc., or any subcontractor(s) misrepresents its eligibility to receive contract awards using federal funds, PROTECH SOLUTIONS Inc., or-subcontractor(s) agrees that it shall not be ‘entitled to payment for any work performed under. this Contract or any subcontract and. that PROTECH SOLUTIONS. Inc., or subcontractor(s) shall promptly reimburse the GOVERNMENT of the Virgin Islands for any progress payments heretofore made. If, during the: term of this Contract, PROTECH SOLUTIONS Inc., shall become ineligible to receive contract awards. using federal funds, this Contract shall be terminated forthwith for cause and PROTECH SOLUTIONS Inc.,-shall not-be entitled to payment for any work performed under this Contract or sub-contract.after the effective date of such ineligibility. 14 . RFE 2018(P) Initials eh . PO38DO0/T19 35, FALSE CLAIMS PROTECH SOLUTIONS Inc., 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, boatd, commission, or other agency thereof, knowing. such claims to be false, fictitious or fraudulent. PROTECH SOLUTIONS Ine., acknowledges that making sucha false, fictitious or fraudulent claim is an offense under the Virgin Islands law. 36. NOTICE OF FEDERAL FUNDING PROTECH SOLUTIONS Ine., acknowledges that this Contract is funded, in whole or in. part, by federal funds. PROTECH SOLUTIONS Ine., warrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to be false, fictitious, or fraudulent. PROTECH SOLUTIONS Inc., acknowledges. that making such a false, fictitious, or fraudulent claim is a federal offense. 37. INSURANCE PROTECH SOLUTIONS Ine. shall maintain the following insurance coverages during the term of this Contract (a) COMMERCIAL GENERAL LIABILITY: Commercial general liability i insurance, in a. form acceptable to the Government, on a “per occurrence” basis with a minimum limit of not less than one million dollars ($1,000,000.00) for any one person per occurrence for death or personal injury and one million dollars ($1,000,000.00) for any one occurrence for property damage. Insurance policy(ies) shall name the Government of the Virgin Islands as the certificate holder and additional insured via an endorsement. (b) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to the Government, which covers the services being performed under this Contract, with policy limits of not Jess than one million dollars ($1,000,000.00) per claim. The Government shall be listed thereon as a certificate holder. (c}) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 38. 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 including Contract Amendments; B. Response to Request for Estimate (Addendum II); 15 (azz RFE 2018(P) PO38D0 1 t19 Initials RS | C, Terins of the task requests. 39.. NATURE AND EXTENT OF WARRANTY A, Warranty Period - PROTECH SOLUTIONS Ine., warrants that (i) for a period of twelve (12) months,.after the “Go Live Date”, the Products and Services described in the Contract including Addenda herein will not contain any service defects, and (ii} PROTECH SOLUTIONS. Inc., has. complied in all material tespects with all applicable local, foreign, domestic and other laws, rules, regulations and tequirements. B. Warrantied Repairs - PROTECH SOLUTIONS Inc., shall use reasonable efforts. to promptly correct, at no additional-cost to GOVERNMENT, any error arising solely out of the work performed by PROTECH SOLUTIONS Inc., which causes material deviations in the. software or inoperability. of the hardware relating. to: CSTARS. Should such errors corrupt CSTARS data, PROTECH SOLUTIONS Ine., 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. 40. HOLD HARMLESS FOR PATENT OR COPYRIGHT INFRINGEMENT PROTECH SOLUTIONS Inc., 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 by PROTECH SOLUTIONS Ince., 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 PROTECH SOLUTIONS Ine., with a copy of any such claim served upon or noticed tothe GOVERNMENT within not more than. THREE (3) workdays of its receipt, and PROTECH SOLUTIONS Inc., 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, PROTECH SOLUTIONS Ine., at PROTECH SOLUTIONS Ine.’s sole option, shall either (a) obtain for the GOVERNMENT, at PROTECH SOLUTIONS Ine.’s expense, the right for the 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) 3 The. “Go Live Date” is defined as the date that the CSTARS system. Modernization is: fully implemented, Production Environment Readiness has been validated, and the modernized CSTARS system is put into service. RFE 2018(P) POZEPR) 778 Initials refund to the GOVERNMENT all amounts paid for such service, materials or information directly causing the infringement. 41, DUE DILIGENCE RESPONSIBILITY OF THE PROTECH SOLUTIONS Inc., It is the sole responsibility of PROTECH SOLUTIONS Inc., to exercise due diligence in the performance of this Contract. 42. OMISSIONS In the event that the GOVERNMENT or PROTECH SOLUTIONS Inc., 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 PROTECH SOLUTIONS Ine., 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. 43. PUBLICITY PROTECH SOLUTIONS Ine., 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. 44, 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 (1 0) 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. 45. MEETING BETWEEN PROJECT DIRECTORS Within TEN (10) workdays ‘after the reply has been served on the Noticing Party, representatives of PROTECH SOLUTIONS Ine., 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 IV-D Director of the Paternity and Child Support Division 17 \ RFE 2018(P) Pog39 it {1 9 Initials as | ("PCSD") and the representative of PROTECH SOLUTIONS Inc., within TWO (2) business days. 46. HIGH LEVEL MEETING If the parties fail to reach an agreement, the PCSD. Director and the representative of PROTECH SOLUTIONS Ine., shall meet as promptly as possible with a third person to be. agreed upon by said parties and. hake a good faith effort to settle or otherwise compromise their differences. Other persons may attend such meeting only upon the express agreement of the aforementioned individuals. . 47. RESOLUTION OF DISPUTE If the meeting: specified in Paragraph 46 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. 48. NOINTERRUPTION OF WORK Pending final determination of any dispute hereunder, PROTECH SOLUTIONS Inc.,, shall proceed diligently with the performance of its services and be compensated for those services rendered which are not in controversy until a decision is made pursuant to Paragraphs 44 through. 47, or this Contract is terminated. 49, INTERIM MAINTENANCE AND SUPPORT PROTECH SOLUTIONS Ine., shall, as described in Addenda I and III, provide. modifications, upgrades. and enhancements to CSTARS. Application. Said enhancement and ‘modification.services:shall be performed pursuant to this Contract. Tasks for Interim Maintenance’ and Support entered into by the GOVERNMENT and PROTECH SOLUTIONS Inc., and shall be billed as set out in Addendum II (Estimate for Interim Maintenance and Support for CSTARS System).. PROTECH SOLUTIONS Inc., and GOVERNMENT will collectively establish time frames and criteria for the acceptance. of deliverables identified in Addenda I and. III of the. Contract. Such acceptance process will also contain provisions for schedule adjustment or deemed approved should GOVERNMENT fail to. meet the specified-time frames. All task or work requests shall be written and governed by the terms of this Contract and shalt 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. 18 . RFE 2018(P) Initials pOsBDOI TIS If additional information is needed to. approve a Task, the GOVERNMENT may request such continuing information and documentation regarding the Task from PROTECH SOLUTIONS Ine., as the GOVERNMENT reasonably deems appropriate.. In the event of-a conflict between the provisions of a task or work request and this Contract, the provisions of this Contract shall prevail unless the parties specifically identify.and agree upon.an Amendment to this Contract. 50. PROVISIONS REQUIRED BY IRS PUBLICATION 1075 A. Performance. In performance of this. Contract, the PROTECH SOLUTIONS, Inc. 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 PROTECH. SOLUTIONS, Inc, or PROTECH SOLUTIONS, Inc.’s employees. (2) PROTECH SOLUTIONS, Inc: and PROTECH SOLUTIONS, Inc.’s employees with access to or who use federal tax information as defined in Internal Revenue Service (IRS) Publication 1075 (“Federal Tax Information” or “FTT”) 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 or employee of PROTECH SOLUTIONS, Inc. shall be prohibited. . (4) All returns or 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) PROTECH SOLUTIONS, Inc. 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 PROTECH SOLUTIONS, Inc. at the time the'work is completed. If immediate purging of all data'components is not possible, PROTECH SOLUTIONS, Ine. 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 GOVERNMENT. When this is not possible, PROTECH SOLUTIONS, Ine. will be responsible for the destruction of the spoilage or any intermediate hard copy printouts, and will provide the GOVERNMENT with a statement containing the date of destruction, description of material destroyed, and the method used. 19 RFE 2018(P) rivals SS rig PO3SSDO. ° (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 sécurity features of the environment must provide for the managerial, operational, and technical controls. All security features must be available and activated to:protect agairist 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. () PROTECH SOLUTIONS, Inc. will maintain a list of employees authorized access. Such list will be provided to the GOVERNMENT and, upon request, to the IRS reviewing office. a . (10) The GOVERNMENT will have to void the Contract if PROTECH SOLUTIONS, Inc. fails to. provide the safeguards described above. B. Criminal/Civil Sanction. (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 persons 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 disclosures 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-$5000 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 in an award of civil damages against the officer or employee.in an amount not less. than $1000 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 shail 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 catrying out the provisions of this Contract. Information contained ih such material shall be treated as confidential and shall not be divulged or made known in any manner to afiy person éxcept 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 a $1000 or imprisonment for as long as 1 year, or both, together with the cost of: ‘prosecution. Such person shall also notify each such officer and employee that any such unauthorized inspéction or disclosure of returns or return information may also result in an award of civil damages against the officer or employee in an amount equal to the sum of the greater of $1000 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 disclosures plus in the case.of a.willful inspection or disclosure which 20 RFE 2018(P) soe . Initials INES PO38D0! 719 is the result.of gross negligence, punitive damages plus the cost of the action, These penalties are prescribed by IRCs 7213A and 7431 and set forth at 26 CFR § 301.6103(n)-1. . (3) — Additionally, it is incumbent upon PROTECH SOLUTIONS, Inc. 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 tecords 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 mannef to any person or agency not entitled fo receive it, shall be guilty ofa misdemeanor and fined not more than $5000. (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 recertification. The initial certification and recertification must be documented and placed in. the agency’s file 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 Darhages for Unauthorized Disclosure). The training provided before the initial ‘certification and the annual certification, PROTECH SOLUTIONS, Ine, must sign either with ink or electronic signature, a confidentiality statement certifying their understanding of the security. requirements. C. Inspection. (1) The IRS and the GOVERNMENT, with 24 hours-notice, shall have the right to send its inspectors to the. offices and plants of PROTECH SOLUTIONS, Inc. 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 action may be required in cases where PROTECH SOLUTIONS, Inc. is found to be noncompliant with the Contract safeguards. 51. CONFIDENTIALITY A, All material and information concerning the GOVERNMENT provided to. PROTECH SOLUTIONS. Inc., by the GOVERNMENT or acquired by PROTECH SOLUTIONS Ine., 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 PROTECH SOLUTIONS Inc., to safeguard the confidentiality of such material or information. in conformity with Federal and Virgin Islands statutes and regulations. 21 RFE 2018(P) POS8DG J T19 Initials S . B. PROTECH SOLUTIONS Ine., agrees not to release any such information provided by the GOVERNMENT or any generated by PROTECH SOLUTIONS Inc., without the. express’ written consent of the GOVERNMENT. Such consent will be given only for purposes that win enable PROTECH SOLUTIONS Ine., to discharge its responsibilities hereunder. Cc. For the-purposes of this Contract, “PROTECH SOLUTIONS Ine., Confidential. Information” means any information which, given the nature of the information and/or the circumstances. of disclosure, the GOVERNMENT has reason to know PROTECH SOLUTIONS Inc., considers confidential, in whatever form that it is disclosed, whether or not marked as confidential. PROTECH SOLUTIONS Ine., Confidential Information includes, without limitation, such information relating to. software, hardware, computer programs, system. codes, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable.or not) schematics, proofs and other technical, business, financial, customer and product development plans, and information received from others that PROTECH SOLUTIONS Ine., is obliged to treat as confidential. D. The GOVERNMENT undertakes to PROTECH SOLUTIONS. Ine., that in respect of PROTECH SOLUTIONS Inc., Confidential Information it will: treat PROTECH SOLUTIONS Inc., Confidential Information as. confidential; use at least the same degree of care to protect PROTECH SOLUTIONS Inc., 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 PROTECH SOLUTIONS Inc., Confidential Information to anyone without the prior written consent of PROTECH SOLUTIONS Inc.; not use PROTECH SOLUTIONS Ine.’s 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 of PROTECH SOLUTIONS Ine.’s 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 PROTECH SOLUTIONS Inc., without violation of this. section; (iii) is. independently known. to PROTECH SOLUTIONS Ince., at. the time of receipt through no unlawful act of PROTECH SOLUTIONS Inc.,; (iv) is disclosed by PROTECH SOLUTIONS Inc., with written approval of the GOVERNMENT; (v)} becomes known to PROTECH SOLUTIONS Inc., 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 PROTECH SOLUTIONS Inc. G. SECURITY BREACH A breach of Personally Identifiable Information (PII) shall have occurred when there has been unauthorized acquisition of unencrypted PII data (electronic or otherwise) from PROTECH SOLUTIONS Ine.’s possession which is utilized in the performance of this Contract that 22 a RFE 201 8(P) - Initials. Fase PO3SDOITI9 compromises ‘the. security, confidentiality, or integrity of PI. PROTECH SOLUTIONS Inc.,. agrees to be liable for any unauthorized disclosure of PII in its possession as if it were the owner of the data. PROTECH SOLUTIONS Inc., acknowlédges that any breach of PII is a matetial breach of this Contract. PROTECH SOLUTIONS Ine., shall notify the GOVERNMENT immediately of any breach or suspected breach but in no event later than twenty-four hours after PROTECH SOLUTIONS Inc., learns of the suspected breach. The GOVERNMENT may establish reasonable required remediation procedures and PROTECH SOLUTIONS Ine., shall comply as directed by the GOVERNMENT unless prohibited by law. PROTECH SOLUTIONS Inc., shal! bear-all reasonable.costs.of such remediation. H. DUTY TO SAFEGUARD INFORMATION (1) PROTECH SOLUTIONS. Inc., shall comply. with Code of Federal Regulations, Title 45, Part 307.13. PROTECH SOLUTIONS Inc., 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, PROTECH SOLUTIONS Inc., agrees that the data supplied by Paternity and Child Support Division shall be used for official GOVERNMENT business only. Confidentiality of data. must be-maintained. PROTECH SOLUTIONS Inc., acknowledges and agrees that violation of confidentiality may result-in a fine. (2) PROTECH SOLUTIONS Inc., acknowledges that in the course of exercising its duties under this Contract that it will receive highly sensitive “personal identifying information” (PII). PROTECH SOLUTIONS Inc., shall not allow this information to be disclosed except to individuals 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. PROTECH SOLUTIONS Inc., takés 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 PROTECH SOLUTIONS Ine.’s possession to the extent caused by PROTECH SOLUTIONS Inc. (3) The work to be performed under this Contract may require the GOVERNMENT to supply data that contains PI. PROTECH SOLUTIONS Inc., 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. PROTECH SOLUTIONS Ince., shall insure that the data is not. retained beyond the life of PROTECH SOLUTIONS Ine.’s relationship with the GOVERNMENT as established by this Contract. PROTECH SOLUTIONS Inc., agrees to disposé of the data in a secure manner as approved by the GOVERNMENT. 23 . | Gd) RFE 2018(P) Initials PO38DO!TI9 (4) PROTECH SOLUTIONS Inc., 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 PROTECH SOLUTIONS Inc. | (5) With prior reasonable notice to PROTECH SOLUTIONS Ine., the GOVERNMENT may at any time arrange for a security audit to be performed by itself or a third party during PROTECH SOLUTIONS Ine.’s regular business hours to.assess the security of PROTECH SOLUTIONS Ine.’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. 52. OWNERSHIP MODIFICATION In the event of any sale or takeover of a majority ownership in PROTECH SOLUTIONS Inc., by a person or entity that did not have-such ownership interest on the day. before the effective date of this Contract, PROTECH SOLUTIONS Inc., shall ensure that it or its successor organization continues to perform its duties under this Contract. PROTECH SOLUTIONS Inc., must inform all parties. interested in buying or ‘taking majority control of its business of its obligation to continue performing under this Contract until the term has expired, and must-obtain the agreement of any buyer or taker of majority control to such requiréments. 53. 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. 54. 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. 55, CONTINGENT FEE PROHIBITION PROTECH SOLUTIONS Inc., 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 PROTECH SOLUTIONS Inc., 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.. 24 ——, <A RFE 2018(P) _ Oe Initials (} 56. 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. 57. MISCELLANEOUS Unless otherwise specified, all references in this Contract to “days” refer to calendar days. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 25 are, RFE 2018(P) PO38DO!T19 Initials TS IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITRESSES: GOVERNMENT OF THE VIRGIN ISLANDS é/2 fg | | Denise N. George>Esq. 7 Date \ \ ing Attorney General Department of Justice haf 2 het hothc » Cornea ZA fe Anthony D. Thomas, Commissioner Designee te“ Department of Property & Procurement CONTRACTOR Protech Solutions, Inc. a) June 25, 2019 Jt fos Ae, Satish Garimalla Date Chief Executive Officer APPROVED: Anes SN > ™ Date: ffs Honorable Albert Bryan-dr7 GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY: Alig om Date ! Td S.A. ement, Esq. Assistant Attorney General PURCHASE ORDER NO. 26 = RFE 2018(P) Initials pe) po3s0e: 113 CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of Contract No. entered into between the Department of Property and Procurement and Protech Solutions, Inc. Anthony D. Thomas, Commissioner Designee Department of Property and Procurement 27 - RFE 2018(P) Initials ‘A PO38DC