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Vi, > : per nftr PROFESSIONAL SERVICES CONTRACT Mercer Health & Benefits LLC- Department of Human Services This Professional Services Contract (the “Agreement’) made as of the ta as day of Novemboe, 2016 in the Territory of the United States Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the DEPARTMENT OF HUMAN SERVICES 1303 Hospital Ground, Knud Hansen Complex, Building A, St Thomas, U.S. Virgin Islands 00802, (hereinafter referred to collectively as “Government”) and MERCER HEALTH & BENEFITS LLC, a Delaware limited liability company, with offices in 2325 E. Camelback Road, Suite 600, Phoenix, Arizona 85016 (hereinafter referred to as “Contractor’). Both parties witness to being duly authorized to execute this Agreement and will attest accordingly when and where necessary. WITHNESSETH WHEREAS, the Government is in need of the ongoing services of the Contractor to provide technical assistance to optimize Medicaid and the Children’s Health Insurance Program (hereinafter “CHIP”} by enhancing Program benefits and services and operational efficiencies while leveraging available federal funding; WHEREAS, the CONTACTOR has been successfully providing services to the Government for a number of years to enhance its Medicaid and CHIP programs through the expansion of coverage and benefits, securing significant additional Federal funding, and assisting in implementing operational efficiencies; WHEREAS, the Government is satisfied that the Contractor will continue to meet the needs of the Government in its Medicaid and CHIP programs; and WHEREAS, the Government is entering into this Agreement on a sole source basis to retain the services of Contractor; Now therefore, in consideration of their mutual covenants, and intending to be legally bound by this written instrument, the Government and Contractor agree to the following: Contract No. POWs Ouses? Contractor’s inital Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 5 TERMS AND CONDITIONS 1. TERM This Agreement shall be effective from the date that it is executed by the Governor of the U.S. Virgin Islands (hereinafter “Governor”) and shall have a term of three (3) years from the date that it is executed by the Governor (hereinafter referred to as the “Initial Term”). In addition, the Government may, atits sole option, extend the Agreement for two (2) additional one-year periods (thereafter the “Renewal Term”) by giving written notice to the Contractor of such extension not less than sixty (60) days prior to the expiration of the Initial Term (hereinafter “Renewal Term”) or Renewal Term, at the rate indicated in the Terms of Compensation herein and/or any adjustments agreed to in writing by the parties. The Initial Term and the Renewal Term collectively with the Initial Term (the “Entire Term”). 2. SERVICES The Contractor will provide the services described in Addendum ! for the Initial Term, attached hereto and incorporated herein and described and referred to as the Scope of Services. If the Government exercises its option to renew this Agreement for two (2) additional one-year periods, the Scope of Services for the Renewal Term will be determined jointly by the Government and the Contractor prior to the effective date ofthe Renewal Term, and the Scope of Services shall be set forth in writing and attached and incorporated into Addendum I of this Agreement. Contractor represents, warrants and covenants that it: (a} Has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement by the Contractor have been duly authorized. (b) There is no outstanding litigation, arbitrated matter or other dispute to which the Contractor is a party, which if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Agreement. (c) The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Agreement. (d} All deliverables will be free from material errors and shall perform in accordance with the specifications set forth in Addendum I. {e} The Contractor owns or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for, and related to delivery of the services and provision of the deliverables as set forth in this Agreement, and none of the deliverables or other materials or technology provided by the Contractor to the Government will infringe upon or misappropriate the intellectual property rights of any third party. (8) Each and all of the services shall be performed in a timely, diligent, professional and work person like manner, in accordance with prevailing professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. At its own expense and Contract NoP 6 15 ONS 6aP Contractor’s Initials: BL Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 6 without limiting any other rights or remedies of the Government hereunder, the Contractor shall re-perform any services that is not in conformance with the specifications of the Scope of Services, or the Contractor will refund that portion of the fees attributable to each such deficiency. (g) The Contractor has or will provide adequate resources to fulfill its obligations under this Agreement. 3. COMPENSATION, INCLUDING TRAVEL The Government, in consideration of the satisfactory performance of the services described in Addendum I Scope of Services for the Initial Term of three (3) years agrees to pay the Contractor a sum, inclusive ofall costs except travel, not to exceed Three Million, Seven Hundred Eighty-Two Thousand, Twenty-Five Dollars, and 00/100 ($3,782,025.00) for Services under this Agreement for the Initial Term. In addition, the Government agrees to compensate the Contractor for travel costs. Travel costs shall not exceed One Hundred Eighty Thousand Dollars and 00/100 ($180,000.00) for the Initial Term of three (3) years. in no event, shall the total compensation paid to the Contractor under this Agreement for the Initial Term of three (3) years exceed Three Million, Nine Hundred Sixty-Two Thousand, Twenty-Five Dollars and 00 /100 ($3,962,025.00}, including travel expenses. The contract amounts by contract year for service activities, hours, hourly rate, and travel for the Initial Term are detailed in the charts included in Addendum II Terms of Compensation. If the Government exercises its option to renew this Agreement for two (2) additional one-year periods, the terms of compensation will be determined jointly by the Government and the Contractor prior to the effective date of the Renewal Term, and the compensation terms shall be set forth in writing and attached and incorporated into Addendum I of this Agreement. Invoices are due and payable within thirty (30) days of the date of the invoices. 4. GOVERNING LAW This Agreement shall be construed in accordance with the laws of the United States Virgin Islands, and venue for the resolution of any dispute shall be in the United States Virgin Islands. 5. RECORDS, DOCUMENTS, PRINT OUTS, ETC. The Contractor, when applicable, will present monthly invoices documented, precise records of time and/or money expended under this Agreement. The Contractor shall preserve all books and records directly related to the services provided under this Agreement for at least five (5) years from date of each invoice. PO ISDNSCaAD Contract No. Contractor’s initiate DL Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 7 described materials shall not be used by Contractor or by any other person or entity except upon the written permission of the Government. This Agreement is subject to, and incorporates by reference, 45 CFR 75.322 governing rights to intangible property. Intangible property includes but is not limited to: computer software; patents, inventions, formulae, processes, designs, patterns, trade secrets, or know- how; copyrights and literary, musical, or artistic compositions; trademarks, trade names, or brand names; franchises, licenses, or contracts; methods, programs, systems, procedures, campaigns, surveys, studies, forecasts, estimates, customer lists, or technical data; and other similar items. The Contractor may copyright any work that is subject to copyright and was developed, or for which ownership was purchased under this Agreement. The Contractor must deliver all intangible property, including but not limited to intellectual property, to the Government in a manner that ensures the CMS obtains a royalty-free, non-exclusive, and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. The Contractor is further subject to applicable regulations governing patents and inventions, including those issued by the U.S. Department of Commerce at 37 CFR Part 401. Notwithstanding the foregoing or anything to the contrary set forth herein, Contractor will retain all copyright, patent and other intellectual property rights in the methodologies, methods of analysis, ideas, concepts, know-how, models, tools, techniques, skills, knowledge and experience owned or possessed by Contractor before the commencement of, or developed or acquired by Contractor during or after, the performance of the Scope of Services and the foregoing shall not be deemed Work and Contractor shall not be restricted in any way with respect thereto. In performance of this Agreement, the Contractor acknowledges that certain government data to which the Contractor may have access may contain individual Federal tax information, personal protected health information and other individually identifiable information protected by territorial or Federal law (“Government Data”). In addition to the provisions of this Section, the Contractor shall execute the HIPAA Business Associate Agreement incorporated into this Agreement and attached as Addendum III. Before receiving or controlling Government Data, the Contractor will have an information security policy that protects its systems and processes and media that may contain Government Data from internal and external security threats and Government Data from unauthorized disclosure. No Government Data will be stored, accessed from, or transferred to any location outside the United States. For these purposes, the term “United States” includes the territory of the USS. Virgin Islands. The Contractor represents and warrants that, before receiving or controlling Government Data, it will have implemented and it shall maintain during the Term industry- Standard administrative, technical, and physical safeguards reasonably designed to (i) maintain the security and confidentiality of Government Data; (ii) protect against any anticipated security threats or hazards to the security or integrity of the Government Data; and (iii) protect against unauthorized access to or use of Government Data. Such measures Contract No, 20 15 ONS OEP se Contractor’s Initials: Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 8 include, as applicable: (1} access controls on information systems, including controls to authenticate and permit access to Government Data only to authorized individuals and controls to prevent the Contractor employees from providing Government Data to unauthorized individuals who may seek to obtain this information (whether through fraudulent means or otherwise); (2) industry-standard firewall protection; (3) encryption of electronic Government Data while in transit from the Contractor networks to external networks; (4) industry- standard measures to store in a secure fashion all Government Data; (5) dual control procedures, segregation of duties, and pre-employment criminal background checks for employees with responsibilities for or access to Government Data; (6) industry-standard measures to ensure that the Government Data shall not be altered or corrupted without the prior written consent of the Government; (7) industry-standard measures to protect against destruction, loss or damage of Government Data due to potential environmental hazards, such as fire and water damage; (8) staff training to implement the information security measures; and (9) monitoring of the security of any portions of the Contractor systems that are used in the provision of the services against intrusion on a twenty-four (24) hour a day basis. 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. The personnel the Contractor assigns to perform the services shall be properly trained and qualified for services they are to perform. No costs or expenses of the Contractor associated with replacement or training of personnel shall be passed to the Government. Any unavailability of the Contractor personnel, discontinuity in the Contractor’s project team or other Contractor personnel-related cause will not excuse the Contractor’s failure to perform as specified in this Agreement. The Contractor agrees that personnel identified as key personnel in Addendum I (“Key Personnel”) shall participate in the delivery of the services in the capacity indicated and the Contractor shall use commercially reasonable efforts to ensure that each of the Key Personnel stays assigned to the performance of the services until completed and that other assignments will not impair the ability of any Key Personnel to perform such services. The Contractor will obtain a written confidentiality agreement from each subcontractor (if any) engaged to perform services under the Scope of Services before that subcontractor provides service. No subcontracting will release the Contractor from its responsibility for its obligations under this Agreement. The Contractor will be responsible for the work and activities of each ofits subcontractors, including compliance with the terms of this Agreement and for all payments to its subcontractors. 7. LICENSURE AND PERMITS The Contractor covenants that it has familiarized itself with the applicable provisions of Tide 27 of the Virgin Islands Code pertaining to professions and occupations, and has obtained all of the applicable licenses or permits, temporary or otherwise, as may be POISDHSCEP Contract No. Contractor's Initials: B he ak. ATY OF lad Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 9 required under said statute(s) for the conduct of the Contractor’s business in the United States Virgin Islands. 8. LIABILITY OF OTHERS Nothing in this Agreement 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. 9. ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this Agreement without the prior written consent of the Government, which consent shall not be unreasonably withheld. 10. INDEMNIFICATION Contractor agrees to investigate, defend and hold harmless Government from and against any and all 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 sole negligence of Government. 11. INSURANCE AND LIMITATION OF CONTRACTOR’S LIABILITY EXCEPT AS EXPRESSLY PROVIDED IN OTHER SECTIONS OF THIS AGREEMENT, CONTRACTOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, DELIVERABLES OR INTELLECTUAL PROPERTY OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY THE GOVERNMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, CONTRACTOR SHALL NOT BE LIABLE FOR ANY: (i) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO THE BREACH OF THIS AGREEMENT OR THE OPERATION OR USE OF THE SYSTEM OR ANY SERVICES RENDERED BY CONTRACTOR, INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST THE GOVERNMENT BY D Contract no 8 15 08 s € i ? Contractor’s Initials: B 5 Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 10 PROVISION OF THIS AGREEMENT, THE AGGREGATE LIABILITY OF CONTRACTOR, ITS AFFILIATES AND ANY OFFICER, DIRECTOR OR EMPLOYEE OF CONTRACTOR AND ITS AFFILIATES (“CONTRACTOR PARTIES”) UNDER THIS AGREEMENT TO GOVERNMENT AND ANY OFFICIAL, OFFICER, DIRECTOR OR EMPLOYEE OF GOVERNMENT FOR ANY AND ALL LOSSES ARISING OUT OF OR RELATING TO THE PROVISION OF ANY SERVICES UNDER THIS AGREEMENT BY ANY OF THE CONTRACTOR PARTIES, WHETHER UNDER CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL NOT BE GREATER THAN $4,000,000.00 DOLLARS. CONTRACTOR SHALL HAVE NO LIABILITY FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY (OTHER THAN ITS SUBCONTRACTORS}. For purposes of this Agreement “Loss” means damages, claims, liabilities, losses, awards, judgments, penalties, third party claims, interest, costs and expenses, including reasonable attorneys’ fees, whether arising under any legal theory including, but not limited to claims sounding in tort (such as for negligence, misrepresentation or otherwise}, contract (whether express or implied), by statute, or otherwise, claims seeking any kind of damages and claims seeking to apply any standard of liability such as negligence, statutory violation or otherwise. For the avoidance of doubt, multiple claims arising out of or based upon the same act, error or omission, or series of continuous, interrelated or repeated acts, errors or omissions shall be considered a single Loss. Contractor shall include the Government of the United States Virgin Islands and its officers and employees as an additional insured under the Commercial Genera! Liability (CGL) with respect to its vicarious liability arising from Contractor’s provision of services pursuant to this Agreement. Contractor is responsible for any and all deductibles stated in the policies. Insurance will be maintained at all times during the performance of the Agreement. Insurance coverage, except professional liability, will be issued by insurance companies authorized by applicable law to conduct business in the territory of the United States Virgin Islands. The professional liability insurer provides first party coverage for Contractor at its place of domicile and it is licensed by the State of New York. In addition to the insurance required above, Contractor agrees to procure and maintain professional liability insurance for any and ail services performed under this Agreement, with a coverage limit of $2,000,000 per claim. 12.O0THER INSURANCE The Contractor must obtain, pay for, and keep in force the following insurance coverage and shall furnish a certificate to the Government evidencing that such insurance is in effect: (1) Commercial general liability policy (“CGL”) to insure contractual liability, personal injury, personal and advertising liability. Contractor will provide a waiver of subrogation for coverage afforded to the additional insured with respect to claims arising solely from Contractor’s provision of services pursuant to the Agreement excluding the Government’s negligence, willful misconduct or recklessness; POISDHS CAP Contract No. Contractor’s Initials: SL “Spy 5-20 Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 1 (2) Automobile Liability insurance coverage for owned, hired and non-owned vehicles has limits of liability of $2,000,000 combined single limit per accident for bodily injury and property damage; It shall be the responsibility of the Contractor to require any subcontractor to secure the same insurance coverage as prescribed herein for the Contractor, and to furnish to the Government a certificate or certificates evidencing that such insurance is in effect. Evidence of insurability under these provisions shall be directed to the Government. All such coverage shall remain in full force and effect during the Term. The insurance specified above will be carried until all services required to be performed under the terms of this Agreement are completed. Failure to carry or keep such insurance in force will constitute a violation of the Agreement, and Government maintains the right to stop work until proper evidence of insurance is provided. Contractor shall endeavor to provide at least thirty (30) calendar days prior written notice to Government in the event coverage is canceled, or non-renewed. The parties hereto expressly understand and agree that any insurance coverage and limits furnished by Contractor will in no way expand or limit contractor’s liabilities and responsibilities specified within the contract documents or by applicable law. 13. EMPLOYMENT OF GOVERNMENT STAFF To ensure compliance with Virgin Islands laws, the Contractor shall not knowingly engage on a full- time, part-time, or other basis during the period of this Agreement, any professional or technical personnel who is or has been in the employ of the Government of the United States Virgin Islands during the previous 24 months, without first acquiring an Ethics Opinion from the Attorney General of the Government of the United States Virgin islands. 14. ADDITIONAL TERMS AND CONDITIONS FOR CONTRACTOR’S PERSONNEL The Contractor warrants and represents that all persons including independent contractors and subcontractors assigned by it to the performance of this Agreement shall be agents of the Contractor and shall be fully qualified to perform the work required herein. The Contractor must include a similar provision in any contract with any subcontractor selected to perform work there under. Government shall have the right, for reasonable cause, (i) to approve or disapprove Contractor’s Key Personnel assigned to this Agreement or any proposed changes in Key Personnel, and (ii) to require the removal or reassignment of any Contractor employee or subcontractor employee reasonably found unacceptable by Government. The Contractor may terminate any of its personnel assigned to the project for a violation of law or company policy without Government's prior approval. Upon request, Contractor must provide Government with a resume of any of its Key Personnel assigned to or proposed to be PoisDHSeg? Contract No. Contractor’s Initials: Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 12 assigned to any aspect of the performance of this Agreement. Notwithstanding anything to the contrary, Contractor shall not be required to obtain Government's prior consent with respect to Key Personnel in the Agreement if such employee (i) ceases to be employed by Contractor for any reason, (ii) is unable to work due to long term illness, disability or death or other reason beyond Contractor’s reasonable control or (iif) takes maternity or parental leave or takes leave for any other extended period of time. Key Personnel commitments made in Addendum I, Scope of Services shall not be changed except as hereinabove provided, or due to a resignation of any named individual. Key Personnel staffing will include the named individuals at the levels of effort proposed in Addendum I, Scope of Services. Replacement of any Key Personnel will be with personnel of similar ability and qualifications as reasonably determined by Government. No substantial diversion of Key Personnel staffing will be made by the Contractor without prior written consent of Government. The Contractor must provide staff to perform all tasks specified as the Contractor’s responsibilities in this Agreement. The staff level must be maintained at the level stated in Addendum | or as authorized in writing by Government for the duration of the Agreement. The Contractor will commit all Key Personnel specified in Addendum | Scope of Services to this Agreement unless Government exercises its option to have a staff person removed. Government will be provided unrestricted access to Key Personnel during normal business hours for discussion of problems or concerns. 15. INDEPENDENT CONTRACTOR The Contractor shall perform this Agreement as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. The Contractor will act in an independent capacity and not as an officer or employee of the Government of the U.S. Virgin Islands. 16. DRUG FREE WORKPLACE ACT The Contractor will assure a drug-free workplace in accordance with 2 CFR Part 382. 17. PRIVACY AND SECURITY STANDARDS A. The Contractor shall maintain the privacy and security of all individually identifiable health information acquired by or provided to it as a part of the performance of this Agreement and in accordance with Addendum Ill, Business Associate Agreement. The Contractor shall follow Federal laws relating to privacy and security of individually identifiable health information as applicable, including the Health Insurance Portability and Accountability Act (“HIPAA”) and regulations thereunder. poisonseap Rye Contract No. Contractor’s Initials: Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 13 B. Substance Abuse Treatment Information The confidentiality of any alcohol and drug abuse treatment information acquired by or provided to the Contractor or subcontractor shall be maintained in compliance with Federal laws or regulations and specifically set out in 42 CFR Part 2. C. Other Confidential Information The Contractor agrees to comply with the requirements of Government concerning access to Government confidential information as set forth in advance and in writing. The Contractor agrees to comply with any applicable territorial statute, and any applicable Medicaid confidentiality regulations, as well as the Business Associate Agreement in Addendum IH that is incorporated into this Agreement. The Contractor shall ensure that all of its employees and subcontractors performing services under this Agreement understand the sensitive nature of the confidential information that they may have access to and Contractor shall require such employees and subcontractors to comply with the obligations hereunder regarding the information’s confidential and non- public nature. D. Social Security Numbers The Contractor agrees to comply with all applicable Federal and territorial statutes to assure protection and security of personal information, including protection from identity theft. 18. INTELLECTUAL PROPERTY WORKPRODUCT OWNERSHIP All data, technical information, materials first gathered, originated, developed, prepared, or obtained as a condition of this Agreement and used in the performance of this Agreement, including, but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and printouts, notes and memoranda, written procedures and documents, which are prepared for or obtained specifically and exclusively for Government by Contractor under this Agreement, shall be considered “work for hire” and remain the property of the Government of the United States Virgin Islands, regardless of the state of completion, unless otherwise Specified in this Agreement (“Work Product”). Such items shall be delivered to the Government upon 30 days’ notice by the Government. The Contractor shall not sell or copyright a Work Product without explicit permission from the Government and CMS. Nothing herein shall entitle the Government to pre-existing Contractor’s materials. Notwithstanding anything to the contrary in the Agreement, Contractor shall retain all patent, copyright and other intellectual property rights in the methodologies, methods of analysis, ideas, concepts, know-how, models, tools, techniques, skills, knowledge and experience (collectively, “Intellectual Property”) owned or possessed by Contractor before the commencement of, or acquired by Contractor during or after, the performance of the Services. Unless Contractor provides its prior written consent, Government will not use, or disclose to any third party, Contractor’s advice or Intellectual Property other than as Contract No. 2 i508 § Cav Contractor’s Initials: Re Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 14 mutually contemplated by the parties when Contractor first was retained to provide such advice or Intellectual Property or as required by law. 19. SECURITY AND DATA TRANSFERS The Government of the U.S. Virgin Islands shall work with the Contractor to ensure compliance with all applicable territorial, CMS and DHS policies and standards, especially those related to privacy and security, as mutually agreed. The Government will advise the Contractor of any new policies, procedures, or protocols developed during the Term in writing as they are issued (“New Protocols”) and will work with the Contractor to mutually implement any required changes to this Agreement, including amendments, to implement the same. However, Contractor is not obligated to comply with New Protocols to the extent (i) Contractor would incur any costs or (ii) any New Protocol is incompatible or inconsistent with Contractor’s operational systems and framework or applicable laws. Contractor agrees that to the extent it is unable to comply with any aspect of the New Protocols, it shall notify the Government, and the parties shall work together to try to resolve such dispute expeditiously. The Contractor will be responsible for the physical and data security associated with computer equipment, including desktops, notebooks, and other portable devices, used in connection with this Agreement. The Contractor will use commercially reasonable efforts to ensure that any media or mechanism used to store or transfer data to or from the territory includes industry standard security mechanisms such as continually up-to-date malware protection and encryption of portable devices and removable media. The Contractor will make reasonable efforts to ensure media or data files transferred to the territory are virus and spyware free. At the conclusion of this Agreement and after successful delivery of any and all data connected with this Agreement (“Data”) to the Government, the Contractor shall securely delete data (including archival backups) from the Contractor’s equipment that contains individually identifiable records, in accordance with standards adopted by the Government and its Department of Human Services. Notwithstanding anything to the contrary in this Agreement, but subject to Contractor’s confidentiality obligations under this Agreement, Contractor may (i) retain copies of Confidential Information or Data that is required to be retained by law or regulation, (ii) retain copies of its work product that contain Confidential Infermation or Data for archival purposes or to defend its work product and (iii) in accordance with legal, disaster recovery and records retention requirements, store such copies and derivative works in an archival format (e.g. tape backups), which may not be returned or destroyed. 20. COMPUTING AND COMMUNICATION The Contractor shall select, in consultation with the Government’s Department of Human Services and the Bureau of Information Technology Office, one of the approved methods for secure access to the Government’s systems and data, if required. Approved methods are based on the type of work performed by the Contractor as part of this Agreement. Options include, but are not limited to: Poisonsee*P Contract No. Contractor’s Initials: 5 Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 15 1. Contractor’s provision of certified computing equipment, peripherals and mobile devices, on a separate Contractor’s network with separate Internet access. The Government's Department of Human Services’ accounts may or may not be provided. 2. Government supplied and managed equipment and accounts to access DHS applications and data, including DHS issued active directory accounts and application specific accounts, which follow the National Institutes of Standards and Technology security and the HIPAA standards. The Government will not supply e-mail accounts to the Contractor. 21. CONTRACT A PUBLIC RECORD Upon the signing of this Agreement by all parties hereto, the terms of the Agreement become available to the public pursuant to Virgin Islands law, subject to the exceptions set forth in paragraph 20 below. The parties hereto agree to allow public access to all documents, papers, letters, or other materials subject to the current Virgin Islands law on disclosure. It is expressly understood that substantial evidence of Contractor’s refusal to comply with this provision shall constitute a material breach of this Agreement. 22. PUBLIC INFORMATION All information received that is the subject of this Agreement, including copyrighted material, is deemed public information and will be made available for public viewing and copying shortly after the signing of contracts. The sole exceptions to this are as follows: (1) trade secrets meeting the requirements of Federal Trade Secrets laws that have been properly marked, separated, and documented; and (2) any Contractor financial information requested by Government to determine Contractor’s responsibility, unless prior written consent has been given by the Contractor. 23. INITIATION OF WORK UNDER THE CONTRACT The Contractor acknowledges and understands that the Agreement is not effective until all requisite Government approvals are received, and the Contractor shall not begin performing work under this Agreement until notified to by Government’s Department of Human Services that this Contract has been fully executed. The Contractor is entitled to no compensation for work performed prior to the effective date of this Agreement. 24. CONTRACT AMENDMENTS This Agreement shall be deemed to include all applicable provisions of the Virgin islands Medicaid State Plan and all territorial and Federal laws and regulations applicable to the U. S. Virgin Islands Medicaid Program, as they may be amended. In the event of any substantial change in such Plan, laws, or regulations, which materially affect the operation of the Virgin Islands Medicaid Program, or the costs of administering such Program, either party, after written notice and before performance of any related work, may apply in writing poisonseg? Contract No. Contractor’s Initials: st Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 16 to the other for an equitable adjustment in compensation or schedule caused by such material change. 25. CHANGES TO SCOPE OF SERVICES During the Agreement period, if the Contractor considers that any written or oral communication, including any order, direction, instruction, interpretation, or determination, received from Government’s Department of Human Services and its Medicaid agent or representative, or that any other act or omission of the Virgin Islands Medicaid Program, its agent or representative (an “Event”} constitutes a change to the scope of the Scope of Services of this Agreement or otherwise adversely affects Contractor’s performance of this Agreement, but is not plainly identified, labeled, or titled as such, the Contractor shall advise the designated Government's contact person with respect to the services to be provided by Contractor under this Agreement in writing within ten (10) business days of the Event and shall request written confirmation of the Event. The notice shall state the following: (1) The nature and pertinent circumstances of the communication, act, or omission regarded as a change in scope of the Scope of Services by the Contractor; (2) The date of the communication, act, or omission, and the identification of each individual involved in such communication, act, or omission, listing his or her name and function; (3) The identification of the documents involved: (4) The substance of any oral communications; (5) The particular technical requirements or Agreement requirements regarded as changed; (6) The direct and foreseeable consequential effect of the communication, act, or omission regarded as a change to the scope of the Scope of Services, including the number of hours required from the staff to accomplish the change and the manner and sequence of performance or delivery of supplies or services, identifying which supplies or services are or shall be affected, and the effect on the overall schedule of performance of Contractor’s work; The Department of Human Services shall respond in writing within 10 days of receipt of the Contractor’s notice. 26. ADDITIONS TO PERMANENT STAFF Both the Contractor and the Government must agree upon additions to Key Personnel specified in Addendum I, Scope of Services. POISONSERP BL Contract No. Contractor’s Initials: Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 17 27. FORCE MAJEURE Neither party to this contract shall be responsible for delays or failures in performance resulting from acts beyond the control of such party. Such acts shall include, but not be limited to, acts of God, strikes, riots, lockouts, and acts of war, epidemics, fire, earthquakes, hurricanes or other disasters. 28. SUBCONTRACTS The Contactor may subcontract for any services necessary to the completion and duration of this Agreement and to the performance of its duties under this Agreement with advance written approval by the Government of both the subcontracted function and the subcontractor, which approval shall not be unreasonably withheld. Subcontractors include those whose services shall be purchased or software licensed by the Contractor, and any business partnerships between the Contractor and others and that are used by Contractor to provide the services under this Agreement. Subcontractors shall demonstrate the capability to perform the function to be subcontracted. All subcontracts shall be in writing, with the subcontractor functions and duties clearly identified, and shall require the subcontractor to comply with all applicable provisions of this Agreement. The Contractor shall at all times remain responsible for the performance by any subcontractors approved by the Government. The Contractor's responsibility for damages shall apply whether performance or nonperformance was by the Contractor or one of its subcontractors. The Government shall not release the Contractor from any claims or defaults of this Agreement, which are predicated upon any action or inaction or default by any subcontractor of the Contractor, even if such subcontractor was approved by the Government as provided above. The Contractor shall give the Government notice in writing of any action or suit filed against it by any subcontractor retained to provide services hereunder and prompt notice of any claim made against the Contractor by any subcontractor, which in the opinion of the Contractor may result in litigation related in any way to this Agreement with the Government of the U. S. Virgin Islands. 29. TERMINATION This Agreement may be terminated by Government for any and all of the following reasons: (1) e event of insolvency of or decl j bank The filing of a petition for voluntary or involuntary bankruptcy or a company or corporate reorganization pursuant to the Bankruptcy Act shall, at the option of the Government, constitute default by the Contractor effective the date of such filing; provided that an involuntary proceeding shall not constitute default if it is withdrawn or dismissed within ninety (90) days after filing. The Contractor shall inform the Government of any such action(s) immediately upon occurrence by the most expeditious means possible (e.g, telephone, fax, Federal Express, USPS mail, etc.). PRISONS CE? Contract No. Contractor’s Initials: Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 18 (2) For any default by the Contractor. The Government may, by written notice, terminate performance under this Agreement, in whole or in part, for failure of the Contractor to perform any of the material provisions of this Agreement. In the event the Contractor defaults in the performance of any of the Contractor’s material duties and obligations, written notice shall be given to the Contractor specifying default The Contractor shall have 30 calendar days, or such additional time as agreed to in writing by the Government, after the receipt of such notice to cure any default. In the event the Contractor does not cure a default within 30 calendar days, or such additional time allowed by the Government, the Government at its option may notify the Contractor in writing that performance under this Agreement is terminated and proceed to seek appropriate relief from the Contractor. If it is determined, after notice of termination for default, that the Contractor’s failure was due to causes beyond the control of and without error or negligence of the Contractor, the termination shall be deemed a termination for convenience. (2) In event sufficient appropriated, obligate ds either territorial or Federal sources no longer exist for the payment of Government's obligation herein. Performance by the Government of any of its obligations under this Agreement is subject to and contingent upon the availability of territorial and Federal monies lawfully applicable for such purposes. If the Government reasonably deems at any time during the Term that adequate monies lawfully applicable to this Agreement shall not be available for the remainder of the Term, the Government shall promptly notify the Contractor to that effect, whereupon the obligations of the parties under this Agreement shall end as of the date of the receipt of such notice and this Agreement shall at such time be canceled without penalty to the Government of the U.S. Virgin Islands or the Federal Government. (3} For _the convenience of Government. The Government may terminate performance of work under the Agreement in whole or in part whenever, for any reason, the Government, in its sole discretion determines that such termination is in the best interest of the Government upon thirty (30) days prior written notice to Contractor. In the event that the Government elects to terminate this Agreement pursuant to this provision, it shall so notify the Contractor by certified or registered mail, return receipt requested. The termination shall be effective as of the date specified in the notice. In such event, the Contactor will be entitled only to payment for all work satisfactorily completed and for reasonable costs incurred in good faith for work in progress; and the reasonable costs 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 if this Agreement. Contractor shall have the right to terminate this Agreement upon thirty (30) days prior written notice to the Government. POISDHSEEP Contract No. Contractor’s Initials: B Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 19 30. THE CONTRACTOR’S DUTIES UPON EXPIRATION/TERMINATION Prior to the conclusion of this Agreement, the Contractor shall follow the procedure outlined below for termination. Contractor shall provide, at no extra charge, full support and assistance in turning over the completed and current deliverables to the Government or its agent. Ail unfinished work/deliverables will be provided on an “AS IS" basis without any warranties of any nature whatsoever and Contractor shall have no liability from the use of any such unfinished work/deliverables. The Government desires a low-risk turnover that is transparent. Specific objectives are to provide for an orderly, complete, and controlled transition to a successor Contractor and to minimize any disruption of processing and services provided. The Contractor must: (1} Stop work under this Agreement on the date and to the extent specified in the notice of termination. (2) Place no further orders or subcontracts for materials or services, except as may be necessary for completion of such portion of work under this Agreement as is not terminated. (3) Terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of termination. (4) Assign to the Government, in the manner and to the extent directed by the Government, all of the rights, title, and interest of the Contractor under the orders or subcontracts so terminated, in which case the Government shall have the right, in its discretion, to settle, pay, or deny any or all claims arising out of the termination of such orders and subcontracts. (5) With the prior approval or ratification of the Government, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, the cost of which would be reimbursable in whole or in part, in accordance with the provisions of this Agreement. Failure to obtain prior approval shall result in loss of the Agreement reimbursement. (6) Complete the performance of such part of the work as shall not have been terminated by the notice of termination. (7) Take such action as shall be necessary, or as the Government shall direct, for the protection and preservation of any and all property or information related to these contracts which is in the possession of the Contractor and in which the Government has or shall acquire an interest. Upon receipt of notice of termination, Contractor must have no entitlement to receive any amount for lost revenues or anticipated profits or for expenditures associated with this or in any other contract. Contractor shall be paid only by the following upon termination: Contract No. PO 45 O# $ ea? Contractor’s Initials: ® Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 20 (a) at the contract price(s) for completed deliverables and services delivered to and accepted by Government; (b) the reasonable costs 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 if this Agreement; and {c) at a price mutually agreed upon by the Contractor and Government for partially completed deliverables. 31. NONDISCRIMINATION COMPLIANCE The Contractor shall comply with Title VII of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, Executive Order No. 11246, as amended by Executive Order No. 11375, both issued by the President of the United States, the Americans with Disabilities Act of 1990, and with all applicable Federal and territorial laws, rules and regulations implementing the foregoing statutes with respect to nondiscrimination in employment. The Contractor shall not discriminate against any employee or applicant for employment because of a physical or mental disability in regard to any position for which the employee or applicant is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled individuals without discrimination based on their physical or mental disability in all employment practices. 32. SMALL BUSINESS, MINORITY-OWNED FIRMS, AND WOMAN’S BUSINESS ENTERPRISES UTILIZATION in accordance with the provisions of 45 CFR Part 75 and the Federal Office of Management and Budget Circular A-102, affirmative steps shall be taken to assure that small businesses, minority-owned firms and women’s business enterprises are utilized when possible as sources of supplies, equipment, construction, and services. 33. WORKER’S COMPENSATION The Contractor must take out and maintain during the Term, worker’s compensation insurance for all of its employees working as part of this Agreement; and, in the event any work is subcontracted, the Contractor must require any subcontractor similarly to provide worker's compensation insurance for all the latter’s employees working as a part of this Agreement. 34. LOBBYING No Federal funds under this Agreement may be used to influence or attempt to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Contract Now Ot HS e af Contractor’s Initials: Bu Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 21 Federal contract, continuation, renewal, amendments other than Federal appropriated funds. 35. WAIVERS AND AMENDMENTS No waiver, modification or amendment of any term, condition or provision of this Agreement, including its Addenda, 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 Agreement, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writings or writings. 36. HEADINGS AND TITLES AND SEVERABILITY Any headings or titles used to help identify any part of this Agreement are for reference purposes only and shail not be deemed as controlling the interpretation or meaning of any provision of this Agreement. If any term or any word, phrase, clause or sentence in this Contract is declared by a court having jurisdiction to be illegal or unenforceable, such word, phrase, clause or sentence shall be modified, deleted or interpreted in such a manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making this Agreement as modified, enforceable and the validity of the remaining terms is unaffected and, if possible, the rights and obligations of the parties are to be construed and enforced as if the Contract did not contain that term. 37. ENTIRE AGREEMENT This Agreement, including all Addenda, constitutes the entire agreement between the parties hereto. There are no understandings, agreements, or representations, oral or written, not specified within this Contract. This Contract may not be modified, supplemented or amended, in any manner, except by written agreement signed by both parties. 38. RIGHT TO WITHHOLD If work under this Agreement is not performed in accordance with the terms hereof, including any Addenda hereto, Government will have the right to withhold out of any payment due to Contractor, such sums as Government may reasonably deem ample to protect it against loss or to assure payment of claims arising there from, 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; provided than in no event shall such withholding exceed twenty (20%) percent of the amount invoiced for the deliverable to which such withholding relates. Government will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. on 1s DNsege : Contract No. Contractor’s Initials: BL Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 22 39.CONFLICT OF INTEREST It is Contractor’s practice to serve multiple clients within industries, including those with potentially opposing interests. Accordingly, Contractor may have served, may currently be serving or may in the future serve other clients whose interests may be adverse to those of the Government. In all such situations, Contractor is committed to maintaining the confidentiality of each client’s information and will abide by non-disclosure procedures (such as firewall protocols and other safeguards) to ensure that all confidences are protected. Contractor and its affiliates serve a wide array of clients, including clients who compete with or whose interests may be adverse to one another. In addition, Contractor interacts with insurance carriers and other service providers through numerous business and contractual relationships, including serving as a broker for its clients and receiving commissions from carriers, providing consulting or administration services to carriers, and auditing carriers’ claims data. Contractor is committed to serving each of its clients in an objective manner and maintaining the confidentiality of each of its client’s information. To its actual knowledge, Contractor’s Government Human Services Consulting Group further covenants that it is: (1) not a territorial officer or employee (ie., 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 ona salary, fee or contractual basis); or (2) a territorial officer or employee and as such, has familiarized itself with the provisions of Title 3, Chapter 37, Virgin Islands Code, pertaining to conflicts of interest, including the penalties provision set forth in Section 1108 thereof; and not made, negotiated or influenced this Agreement, in its official capacity; and no financial interest in the Agreement as that term is defined in Section 1101, (1) of said Code Chapter. 40. NO GIFTS OR GRATUITIES Contractor shall not give title or possession of anything of substantial value (including property, currency, travel and/or education programs) to any officer or employee of the Government during the Term. 41. ALTERNATIVE DISPUTE RESOLUTION Government does not agree to any form of binding arbitration, mediation, or other forms of mandatory alternative dispute resolution. The parties have the right to enforce their rights and remedies in judicial proceedings. Government does not waive any right to a jury trial. PoisHusta? BL Contract No. Contractor's Initials: Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 23 42. NOTICE Any notice required to be given by the Terms of this Agreement shall be deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT: Commissioner Government of the Virgin Islands DEPARTMENT OF HUMAN SERVICES 1303 Hospital Ground St. Thomas, U.S.V.I. 00802 Telephone: (340) 774-1166 Fax: (340) 774-3466 Copy Commissioner to: DEPARTMENT OF PROPERTY & PROCUREMENT Sub Base, Building No. 1, Third Floor St. Thomas, U.S. Virgin Islands 00802 Telephone: (340) 774-0828 Fax: (340) 777-9587 CONTRACTOR: MERCER HEALTH & BENEFITS LLC 1050 Connecticut Ave. NW, Suite 700 Washington, DC 20036 Telephone: (202) 578-9911 Facsimile: (202) 296-0909 Attention: Bill Lasowski Email: bill lasowski@mercer.com 43. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Agreement, make or present any claim upon or against the Government of the Virgin Islands, or any Officer, department, board, commission, or other agency thereof, knowing such claim to be false, fictitious or fraudulent. Contractor acknowledges that making such false, fictitious, or fraudulent claim is a crime under Virgin Islands and Federal laws. 44.NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Agreement is funded, in whole or in part, by Federal funds. Contractor warrants that it shall not, with respect to this Agreement, 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 offense. QisOHseaP Contract No. Contractor’s Initials: RL s15. Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 24 45. DEBARMENT CERTIFICATION By execution of this Agreement, the contractor certifies that it is eligible to receive 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 require each proposed subcontractor to disclose to the Contractor, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government. In the event the Contractor or subcontractor misrepresents its eligibility to receive contract awards using Federal funds, the Contractor or subcontractor agrees that it shall not be entitled to payment for any work performed under this Agreement or subcontract and that the Contractor or sub-contractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. If, during the Term, the Contractor shall become ineligible to receive contract awards using Federal funds, this Agreement shall be terminated forthwith for cause and the Contractor shall not be entitled to payment for any work performed under this Agreement or sub-contract after the effective date of such ineligibility. Contractor represents that none of its personnel providing the services under this Agreement have been excluded from participating in Medicare, Medicaid, or other Federal health care programs. The Contractor shall notify the Government immediately in the event that it learns that either the Contractor or any of its personnel becomes ineligible to participate in Medicare, Medicaid, or any other Federal health care program during the Term. Ifany personnel are excluded from participating in Medicare, Medicaid, or any other Federal health care program, the Contractor shall immediately replace such personnel. If The Contractor is excluded from participating in Medicare, Medicaid, or any other Federal health care program, this Agreement shall terminate automatically effective as of the date of such exclusion. 46. PUBLICITY No publicity, including press releases, interviews, bulletins, or articles in any public medium concerning this Agreement, its terms, execution, implementation, or results, can be released without the written approval of the Government and Contractor. 47. OTHER PROVISIONS Addendum I, Scope of Services; Addendum II, Terms of Compensation; and Addendum iM, Business Associate Agreement; attached hereto are hereby incorporated and made a part of this Agreement. In the event of a conflict between the terms and conditions of the general provisions of this Agreement and the terms and provisions of any Addendum to this Agreement, the terms and conditions of such Addendum shall prevail with respect to personal health information. Pg 15 0NSE99 Contract No. Contractor’s Initials: BL Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 25 48. CONFIDENTIALITY {a) Each party to this Agreement (the “Disclosing Party”) is likely to disclose information to the other party from time to time in the course of the provision of the Services, which is marked or designated as confidential or proprietary at or prior to disclosure or which would appear to a reasonably prudent person to be confidential and/or proprietary in nature (“Confidential Information”). For purposes of clarification, “Confidential Information” shall include, without limitation, all information regarding the pricing of Services to be provided by Contractor and its affiliates and the Intellectual Property. The party receiving the Confidential Information (the “Receiving Party”) will not divulge or communicate it to any person other than in connection with the provision of the Services or as otherwise provided for in this Agreement. This restriction does not apply to information which {i) the Receiving Party must by law or legal process disclose, {ii} is either already in the public domain or enters the public domain through no fault of the Receiving Party, (iii) is available to the Receiving Party from a third party who, to the Receiving Party’s knowledge, is not under any non-disclosure obligation to the Disclosing Party, or (iv) is independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party. (b) Government also agrees that, notwithstanding any other provision in this Agreement, Contractor may include the identities of those persons who are identified by Government as contact persons for Government and information about the terms of this Agreement, the Services and the compensation in Contractor’s internal client management, financial and conflict checking databases. 49, PROVISION OF INFORMATION AND ASSISTANCE The Government will provide all necessary and reasonably requested information, direction and cooperation to enable Contractor to provide the Services, and any direction (whether verbal or written) shall be effective if contained expressly in the Scope of Services or if received (whether verbally or in writing) from a person known to Contractor or reasonably believed by Contractor to be authorized to act on the Government’s behalf Contractor shall be permitted to use all information and data supplied by or on behalf of the Government without having independently verified the accuracy or completeness of it except to the extent required by generally accepted professional standards and practices. If any documentation or information supplied to Contractor at any time is incomplete, inaccurate or not up-to-date, or its provision is unreasonably delayed, then Contractor shall not be responsible for any delays or liability arising therefrom. In the event that it is necessary or appropriate to perform any additional work as a result, Contractor will obtain the Government's prior approval before commencing such additional work; provided that if the Government does not provide such prior approval, Contractor shall not be obligated to perform such additional work and Contractor shall have no liability for the Services to the extent any loss arises from or is related to the failure to perform such additional work. Pos oNseeF Contract No. Contractor’s Initials: Government of the Virgin Islands Department of Human Services Mercer Health & Benefits LLC 2015-2018 26 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year above written. CONTRACTOR: MERCER HEALTH & BENEFITS LLC WITNESSES: . (AW 4) io nets 24th oy A) Le ental Bill Lasowski, Principal WITNESSES: GOVERNMENT OF THE U. S. VIRGIN ISLANDS OO ne deabare Ds Ate hehe Dr. Anita Roberts Commissioner Designee Ye OF HUMAN SERVICES WZ Bennett GPapbiph Ben DEPARTMENT OF PROPERTY & PROCUREMENT Date [[-04 16 KENNETH E. MAPP Governor of the U.S. Virgin Islands APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT @R JUSTICE ay, OA AL Amart apt be We? Date Ww/3t bb SL see Walker, Esq. Com sn. Attorney General of the U. S. Virgin Islands Po isDHSees Contract No. Contractor’s Initials: is ie