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OPCMR AMENDMENT No. 2 PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT made as of the ______ day of ______________ 20 in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands. acting through its Department of Property and Procurement on behalf of the Department of Human Services. (hereinafter referred to as Government’S) and Geographic Solutions, Inc., whose address is 1001 Omaha Circle Palm Harbor, FL 34683 (hereinafter referred to as Contractor”). Roth parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESSETH WHEREAS, pursuant to Contract No. P1 I6DHST22 approved by the Commissioner of the Department of Property and Procurement on May 3 1, 2022. as amended by its Amendment No. I, approved by Commissioner of the Department of Property and Procurement on August 22. 2023, and as renewed by Renewal Option No. I approved by the Commissioner of the Department of Property and Procurement on May 11,2023. and as renewed by Renewal Option No.2 approved by the Commissioner of the Department of Property and Procurement on May 20. 2024. (which constitute and are hereinafter referred to as the “Contract”), the Government contracted with Contractor to provide a case management and reporting system to interface with the Virgin Islands Department of Labor VI Electronic Workt’orce System, to assist the Department of Human Services’ Vocational Rehabilitation program with operations to include federal reporting; and WHEREAS, the Contract expires pursuant to its terms on May 31, 2025; and WHEREAS, the parties desire to amend the Contract, to extend its term and add additional renewal options; and WHEREAS, the amendment of the Contract pursuant to this Amendment of Professional Services Contract shall not result in any change to the scope of work provided for under the Contract. NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: TERMS AND CONDITIONS I. The Contract, is hereby amended and its term extended by deleting all existing language contained in Paragraph 2 and replacing it with language as follows: Contract No.: Amendment No. 2 to — Contract No. P1 16DHST22 (as amended and renewed Initials: r / Execution Copy 29th May 25 “The Term of this Contract shall be from May 31, 2022. to May 31, 2026. Upon the execution of this Contract by the Governor of the U.S. Virgin Islands, this Contract shall be effective for the Term set out herein. The Government in its sole discretion will have the option to renew this Contract for the period of June 1, 2026. through May 31, 2027. upon the same terms by providing the Contractor with sixty (60) days written notice of the Government’s election to renew the Contract.” 2. Paragraph No. 3 — Compensation is hereby amended to change the maximum compensation froi Three Hundred Fifty-Four Thousand Six Hundred Seventy-Four and 00/100 Dollars ($354,674.00) to One Million Seventy-Six Thousand Nine Hundred Thirty-Six and 00/100 Dollars ($1,076,936.00) by deleting all of the existing language contained therein and replacing it with new language as follows: “The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services) agrees to pay Contractor the sum not to exceed One Million Seventy-Six Thousand Nine Hundred Thirty-Six and 00/100 Dollars ($l.076,936.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract.” 3. Addendum II, Compensation of the Contract is amended by deleting Three Hundred Fifty- Four Thousand Six Hundred Seventy-Four and 00/100 Dollars ($354.674.00) from the introductory paragraph and inserting One Million Seventy-Six Thousand Nine Hundred Thirty-Six and 00/100 Dollars ($ 1.076.936.00) in its place. 4. Addendum II of the Contract is amended by deleting all of the text and chart on Page 17 and replacing it with the information below: “Annual Cost for the Period of June 1. 2023. through May 31. 2027: June 1, 2023, through Support. maintenance $240,754.00 May 31, 2024 & hosting June 1, 2024. through Support, maintenance $240.754.00 May3l,2025 &hosting June 1, 2025. through Support. maintenance $240,754.00 May 31, 2026 & hosting June 1, 2026, through Support. maintenance $240,754.00 May 31, 2027 (if & hosting exercised) 5. This Amendment is subject to the approval of the Governor of the U.S. Virgin Islands and to the appropriation and availability of funds. Contract No.: Amendment No. 2 to Contract No. P1 I6DHST22 (as amended and renewed ______ Execution Copy OPCMR Initials: ____ 5/20/2024 Renewal Option No. 2 to P116DHST22 04.11.2023 5/11/2023 Renewal Option to P116DHST22 22nd Amendment No 1 to 08.14.2023 8 / 17 / 2023 8/22/2023 Amendment No.1 to OPCMR (ieographie S’ol,aionv. Inc DIlS oc’ational Rehc,hilitaiion Services — P,’ofssionaI .Sen’Icc’.s’ ( ‘ontraci CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this _______ day of___________ . 20 . in the Territory’ of the Virgin Islands. b and beteen the Government of the Virgin Islands. Department of Property and Procurement, on behalf of the Department of Human Services (hereinafter referred to as ‘Government’) and Geographic Solutions, Inc., (hereinafter referred to as “Contractor”). WITN ESSETH: WHEREAS, the Government is in need of the ser ices of a Contractor to provide a case management and reporting system to interface with the Virgin Islands Department of Labor (V1I)OL”) VI Electronic Workl’orce S\stem (VIeWS), to assist the Department of Human Services (“l)HS”) Vocational Rehabilitation program with operations to include Federal reporting which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto: and WHEREAS. the purpose of this project is to install and integrate the I ocaiional Rehabilitation (‘ow ‘tianagenlL’nl and l?cporiing module into VIeWS operated by the L)epartmcnt of Labor. The module ill he accessible through a portal as a ‘thin site’ v ith intormation unique for the DHS clients bitt share the VIeWS database. WHEREAS, the Contractor \:as selected in accordance ‘ith 31 V,1.C. 239(a) (8) and WHEREAS, the Contractor represents that it is willing and capable of’ providing such services: and NOW. THEREFORE, in consideration of the mutual covenants herein contained, and intending to he legally hound by this ritten instrtiment. the parties hereto do covenant and agree as follows: I. SERVICES The Contractor will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of’ this contract. 2. TERM AND EFFECTIVE DATE Contract No. ___________________________ Contractor’s Initials: ) ) ‘ ‘ ..‘ • 31st May 22 P116DHST22 OPCMR Geographic Solutions, /nc’ 1)11.5 ocau,omil I?ehohiliiaion Services = Professjunal Services ( ontrac! This Contract shall be effective upon the date of execution of’ this Contract by the Commissioner of the Department of Property and Procurement and shall terminate one (1) year thereafter. The Government in its sole discretion, shall have the option to renew this Contract for a period of’ two (2) additional one-year periods subject to the same terms noted herein at the rates provided for in Addendum II. by providing the Contractor 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 Services), agrees to pay Contractor a sum not to exceed Three Hundred Fifty-Four Thousand Si Hundred Seventy-Four and 00/100 I)ollars (S354,674.00) in accordance ith the provisions set forth in Addendum Ii (Compensation) attached hereto and made a part of this contract. 4. TRAVEL EXIENSES 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 trael status, for trips which have been authorized in \riting. in advance, by the Government. These costs shall he advanced or reimbursed on the same basis as is applicable to non-contract employ ces of the Go ernment. 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 Contractor \hen applicable, will present documented precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The (‘ontractor 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. Contract No. __________________ Contractor’s Initials: P116DHST22 OPC MR Geographic Solutions. Inc. 1)1-IS I ocational Rehabilitation Services — Professional Services Contract All documents. hooks. records. instructional materials, programs. printouts, and memoranda of every description derived therefrom, provided by the Government. shall remain the property of the Government and shall be returned to it at the termination of this Contract. The above-described materials shall not he used by Contractor or by any other person or entity except UOfl the written permission of the CIo’.ernment. Notwithstanding the foregoing. the Government understands that it is receiving a non-exclusive. non-transferable, limited right to use the Software that is the subject of this Contract as outlined in Addendum Ill (1 .icense Agreement”). 8. LIABILITY OF OTHERS Nothing in this Contract shall he construed to impose an liahilit upon the Government to persons. firms, associations, or corporations engaged h\ (‘ontractor as servants, agents. or independent contractors, or in any other capacity vs hatsoever. or make Go’. crnment liable to any such persons. firms. associations, or corporations tbr the acts. omissions, liabilities, obligations and taxes of’ Contractor of whatsoever nature. including hut not limited to unemp’oyment insurance, gross receipt. excise, and social security taxes for Contractor. its servants, agents or independent contractors. 9. ASSR;NMFN’I’ [he Contractor shall not subcontract or assign an part of’ the services under this Contract without the prior ‘.‘.rittcn consent of’ the Go’. ernment. 10. INDEMNIFICATION Contractor agrees to indemnify, defend, and hold harmless Government from and against any and all loss, damage, liability. claims, demands, detriments. costs, charges and expenses (including attorney’s fees) and causes of action of whatsoever chai’acter which Government may incur. sustain or he subjected to, arising out of or in any way connected to the services to he performed by Contractor tinder this Contract and arising from any cause, except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR 3 i1 (‘ontractor’s Initials: ‘ / Contract No. P116DHST22 OPCMR (ieogaphic Solulions, Inc. D1-.1.S ‘ocational RehthiIiuuion ServicL’s — Projessional Services (‘on!rac’l The Contractor shall perform this Contract as an independent contractor, and nothing herein contained shall be construed to he 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, modihcation or amendment of any term, condition, or provision of’this Contract shall he alid or of any t&ce 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. moditication, or amendment. Any such waiver. modiflcation or amendment in any instance or instances shall in no event he construed to be a iieneral waiver. modification, or amendment of an\ of the terms, conditions, or provisions of this Contract. hut the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 14. ENTIRE AGREEMENT Includine Addenda identified in Section 23 herein, 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 respect to the subject matter addressed in this agreement, whether written or oral. 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereot Government will have the right to withhold out of any pa ment due to Contractor, such sums as Government may deem ample to protect it against loss or to assure payment ot’claims arising therefrom. and, at its option. Government may apply such sums in such manner as Go’ernment 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. 4 Contractor’s Initials: — Contract No. P116DHST22 OPCMR (;eogiahic’ Solutions. Inc I)l!.$ I ocational I?L’I;abilitaflon Scrvices — Professional .S’ervices (OpIt,ic’i 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 he subject to the availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Proc ii rernent. 17. TERMINATION Either party will have the right to terminate this Contract v ith or \vithout cause on sixty (60) days written notice to the other party specifying the date of’ termination. 18. PARTIAL TERMINATION The performance of vork under this (‘ontract may he terminated h\ the Government. in part. v henever the Government shall deem such termination advisable by sixty (60) days written notice to the Contractor. This partial tennination shall he 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. ihe Contractor shall be entitled to receive payment for services provided to the date of’ termination, including payment for the period of the sixty (60) day notice. 19. NON-DISCRIMINATION No person shall he excluded from participating in. he denied the proceeds of or he subject to discriminatioii 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 manner or degree with the performance of services required to be performed under this Contract. (b) Contractor further covenants that it is: 5 Contractor’s Initials: - Contract No. P116DHST22 OPCMR (leographic .Solutions, Inc. D1IS OcatioflclI Rehabilitation S’e,i’jc. — Professlanai .Service ( ontracl (I) not a territorial officer or employee (i.e.. the Governor. Lieutenant Governor, member of the Legislature. or any other elected territorial official; or an officer or employee of the legislative, executive, or judicial branch of the Government or any agency. board, commission or independent instrumentality of the Government. whether compensated on a salary, fee or contractual basis): or (2) a territorial officer or employee and, as such. has: (I) familiarized itself with the provisions ofTitk 3. Chapter 37 of the Virgin Islands Code. pertaining to conflicts of interest, including the penalties provision set forth in section 1108 thereof: (ii) not made, negotiated. or influenced this Contract. in its official capacity; and (iii) no financial interest in the Contract as that term is defined in section I 01(1) of said (‘ode chapter. 21. NOTICE Any notice required to he given h\ the Terms of’ this Contract shall he deemed to have been gien shen the same is sent by certified mail. postage prepaid or personally delivered, addressed to the parties as tbllows: COV ER NME NT Anthon F). Thomas (‘o iii m is s ioncr Department of Property and Procurement 820! Suh Base. Suite 4 St. Thomas Virgin Islands 00802 Kim berley Causcy-Gomcz Corn ml ssioner Department of I lurnan Services 3011 Estate Golden Rock Christiansted. VI 00820 6 Contract No. (‘ontractor’s Initials: P116DHST22 ‘••‘. OPCMR (k’ographk So/ulions. Inc. ohS 1 ocational Rehc,hilitation Services — Professional Services (ontraci CONTRACTOR Paul loomey President Geographic Solutions. Inc.. Inc. 1001 Omaha Circle Palm Harbor. FL 34683 22. LICENSURE The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits. pel-manent. temporary or other ise as required h’., litle 27 of the Virgin Islands Code: and (b) familiariied itself with the applicable provisions of litle 27 ot the Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda I. II. and Ill. hich includes Exhibits A. 13. C. and F) attached hereto are a part of this (‘ontract and are incorporated herein by reference. 24. 1)EBARMENT CERTIIICATION By execution of this contract, the contractor certifies that it is eligible to receive contract awards using federaIl appropriated funds and that it has not been suspended or debarred from entering into contracts with any federal aeencv. The Contractor shall include this provision in each of its suhcontracts hereunder and shall furnish its subcontractors \ tb the current “HUT OF PARTIES EXCLU[)EI) FROM FEI)ERAI. PROC[REMENT OR NON-PROCUREMENT. In the event the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the (‘ontractor or subcontractor agrees that it shall not he entitled to payment for any ork perfbrrncd under this contract or an subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 25. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, or any officer department. board, commission. or Contractors Initials: Contract No. P116DHST22 OF’CMR (ieographic Soliiturns. 1n’. !)!IS I ocaijonal Rehabilitation Services — Professional Services ( on/rae! other agency thereof knowing such claims to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false. fictitious, or fraudulent claim is an offence tinder Virgin islands law. 26. NOTICE OF FEDERAl. FUNDING Contractor acknowledges that this Contract is funded, in whole or in part. by federal funds. Contractor warrants that it shall not, with respect to this (‘ontraci. 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. 27. INSURANCE Contractor shall maintain the following insurance coverages during the term of this (‘ontract (a) COMMER(’IAL (1NERAI. LIABII,ITY: Commercial general liability insurance. in a form acceptable to the Go’.ernment. on a “per occurrence” basis with a minimum limit of not less than one million dollars (S 1.000.000,00) for an one person pci. occurrence for death or personal injury and one million dollars ($1,000,000.00) for any one occurrence lr property damage. Insurance policy(ies) shall name the Goernment of the Virgin Islands as the certificate holder and additional insured ‘ ia an endorsement. (h) PROFESSIONAL lIABlE FlY: Professional liability insurance, in a form acceptable to the Government. which covers the services being performed tinder this Contract. v.ith policy limits of not less than one million dollars ($1,000,000.00) per claim. The Government shall he listed thereon as a certificate holder. (c) WORKERs’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 28, FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile. electronic or digital signature on this Contract shall he deemed an original and binding upon the Parties hereto. 8 Contractors Initials: - Contract No. P116DHST22 (;eogiaphic Solutions, Inc. 1)1/S ocational Rehabilitation Services — Professional Services (‘on/rae! (Corporate seal. it’ Contractor is a corporation) APPROVEI) AS 10 LEGAl. SUFFICIEY 7 DEPARTMENT OF JUSTICE BY: Kenneth R. Case, Esq., MG Date 05/31/2022 PURCHASE ORDER NO. 9 Contractor’s Initials: OPCMR IN WITNESS WHEREOF. first above written. WITNESSES the parties have hereunto set their hands on the day and year GOVERNMENT OF THE VIRGIN ISLANDS 03/17/2022 Kimberley Causey-Gomez. Commissioner Date Department ol’1-Iuman Ser ices 77 / Anthony D. Thomas. (‘ommissioner Department of Property and Procurement CONTRACTOR I / /frp1_ 7/_— [)ate 2 Date Paul Toorne, President Geographic Solutions. Inc.. Inc. Contract No. 5/31/2022 P116DHST22