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CONTRACT FOR PROFESSIONAL SERVICES hy THIS AGREEMENT is made this 5 day of Mau , 20\1, in the Territory of the Virgin Islands, by and between the Government af the Virgin Islands, Department of Property and Procurement, on behalf of the Office of the Lieutenant Governor {hereinafter referred to as “Government”) and KOFILE TECHNOLOGIES (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS, the Government needs the continuous maintenance services of the Contractor to support Contractor's proprietary electronic filing software and provide data warehousing for the Recorder of Deeds within the Office of the Lieutenant Governor, as more particularly described in Addendum | (Scope of Work) attached hereto; and WHEREAS, the Contractor is willing and capable of providing such continued proprietary software support and maintenance; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound by this written instrument, the parties do covenant and agree as follows: 1. SERVICES The Contractor will provide the services described in Addendum | (Scope of Work) attached hereto and made a part of this contract. 2. TERM Subject to execution by the Governor this Contract shall commence on May 15;— 2017 and shall terminate thirty-six months thereafter. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services _ described in Addendum | (Scope of Work}, agrees to pay Contractor the sum of EIGHTY- THREE THOUSAND SEVEN HUNDRED and 00/100 Dollars ($83,700.00) in accordance with the provisions set forth in Addendum I! (Compensation) attached hereto and made a part of this contract. 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 __(S N/A). PO2Z4i.TGT18 Professional Services Contract: Office of the Lieutenistit Governor and Kofile Technologies 2) Page 5. RECORDS . The Contractor when a plicable, will present documented precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The ‘Contractor agrees to maintain the professional standards applicable to its. profession and to consultants.doing business in the United States Virgin Islands. 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. The software, work products, and derivative works produced under this Contract including. ‘software customizations and modifications. shall remain the property of Contractor including all patent, copyright, and.all other intellectual property documents. The ideas, methodologies, processes, inventions, and tools. (including computer hardware and software where applicable) that Contractor develops and brings to the Government in furtherance of performance of the Contract shall remain the property of the Contractor. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose. any liability upon the Government to persons, firms, associations, or corporations engaged by Contractor as. servants, agents, or independent contractors, or in. any other capacity whatsoever, or make Government liable to any such. persons, firms associations, or corporations for the acts, omissions, liabilities, obligations. and taxes of Contractor of whatsoever nature, including but not limited to unemployment insurance: and ‘social security taxes for ‘Contractor, its servants, agents or independent contractors. This is a software support agreement. Contractor warrants that it shall perform. the services in good faith. and in. a professional manner. Except for the warranties expressly set forth in this Contract, Contractor makes no other warranties, and expressly disclaims all other warranties, whether express or implied, except warranty of merchantability or fitness for a particular purpose for merchandise purchased under this Contract, In the event of a breach of warranty, subject to the limitation of liability ‘provisions contained in this Agreement, the Government may seek any remedy available at law or equity, including monetary damages from Contractor under this.Contract. Prior to the “PA ies: ee ge its right to seek any such remedy, Contractor shall be T18 (Contract Number} Contractor’s Initials ® Professional Services. Contract Office of the Lieutenant Governor anil Kofite Technologies 3|fage notified in writing and given thirty (30) days to cure the breach-.of this warranty and: provide documentation. thereof. The. Government will not exercise any right. to withhold without providing Contractor an opportunity to cure of at least thirty (30) ‘days. ‘9. ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this Contract without the priof written consent of the Government. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless Government from and against any and ail loss, damage, liability, claims, demands, detriments, cost, charges.and expense (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 negligence ar misconduct of Government. 11. INDEPENDENT CONTRACTOR. The Contractor shail 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 er 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 agreements between the parties with respéct to the subject matter addressed in this Agreement, whether written or-oral. {Contract Number} PO 24 LT Co letetl Initials: iN Professional Services Contract Office of the Lietitenant Governdr arid Kofile Technologies 4|P age 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. ‘47. TERMINATION . Either party will have the right to terminate this Contract with or without cause on sixty (60) days written notice to the other pa rty 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. 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 sixty (60) days’ notice. 19, 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. 20..CONFLICT OF INTEREST (a) Contractor covenants. that it has no interest. and will not acquire any interest direct or indirect, which would conflict in any manher 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 (Contract Number) PO 24 L TG TcdhBctor’s initials ss \ Professional Services Contract Office of the Liententnt Governor aud Kofile Technologies SlPuge judicial branch of the Government or any agency, board, commission or: independent instrumentality of the Government, whether compensated ona salary, feeor 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; tii) not made, negotiated or influenced this Contract, in its official capacity; (ii) —-no financial interest in the Contract as that term is . defined in section 1101(1) of said Code chapter. 21. EFFECTIVE DATE The effective date of this‘Contract shall be the day of execution of the Contract by the Governor. 22..NOTICE Any notice required to be given by the Terms of this Contract shall be deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Lloyd T. Bough, Jr, Commissioner Department of Property and Procurement Sub Base, Building No. 1, Third Floor St. Thomas, V| 00802 Osbert E. Potter Lieutenant Governor 5049 Kongens Gade St. Thomas, USVI 00802 CONTRACTOR John Woolf CFO Kofile Technologies, Inc. 6300 Cedar Springs Road Dalias, TX 75235 210-240-9367 23. LICENSURE The Contractor covenants that it has: (a} obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 of the Virgin Islands Code; and (Contract Number} PQ 241 TGTT8 Contractor's is_(NY Professional Services Contract Office of the Lieutenant Governor and Kofile Technologies OP age (b) familiarized itself with the applicable provisions of Title 27 of the Virgin islands Code pertaining to professions and occupations. 24. OTHER PROVISIONS: ' Addenda attached hereto:are a part of this Contract.and are incorporated herein by reference. 25. 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 of 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. 26. 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 theréof, 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. 27. NOTICE OF FEDERAL FUNDING Contractor acknowledges. that this Contract is funded, in whole or in part, by federal funds. Contractor warrants that it shall-not, with respect to this Contract, make or present-any claim knowing such claim to be false; fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. {signature page follows} (Contract. Number). PO 2 4A \. T G T . 8 | Contractor’s Initials ‘ Professional Services Contract Office of the Lieutenant Governor and Kofile Technologies 7|Pate IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS lool” NS > _abalisr ee Osbert E. Potter Dat A Lieutenant Governor a - f . f Lloyd T. Bough, Jr., Commissioner Date Department of Property and Procurement CONTRACTOR 1th. Wat 2-49-18 John Woolf, CFO i Date Kofile Technologies, Inc. APPROVED: Date: M6 -04-| Kenneth E. Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY - . a A / i . DEPARTMENT OF JUSTICE BY: Dihtll epere S /2 s L, £ SIAC PURCHASE ORDER NO. PO24.LTATIA (Contract Number) Contractor's Initials _( ‘1