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OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this day of__________ 2020, in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Department of Human Services (DHS) (hereinafter referred to as ‘Government”) and RedMane Technoingy LLC (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS the Government is in need of the services of a Contractor to develop and implement an automated Disaster Supplemental Nutrition Assistance Program (DSNAP) system. which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto: and WHEREAS, the Government solicited the services under RFP 016-T-2020(P): 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 be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. 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 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 three (3) additional terms of one (1) year each, subject to the terms noted in Addendum II Option Years Tenns, by providing the Contractor with sixty (60) days written notice of the Government’s intention 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 RFP No 016-T-2020(P) Contractors Initials: Contract No. 12th March P059DHST21 2021 DF OPCMR RedMane Technology LLC Profissio,,a1 Service Contraci GI 1 Depwtrnent ofFiwnan Services HUNDRED AND TEN THOUSAND and 00/1 00 DOLLARS ($310,000.00) thr the initial one- year term in accordance with the provisions set forth in Addendum 11 (Compensation) attached hereto and made a part of this contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status. for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ N/A). 5. RECORDS The Contractor when applicable, 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. With the exception of all pre-existing materials independently developed. produced, or owned by Contractor, all documents. books, records, instructional materials, printouts and memoranda of every description derived therefrom and specifically 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. Notwithstanding the foregoing, the parties acknowledge and agree that Contractor wholly owns the mCase product that underlies the DSNAP system. 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 RFP No 016-T-2020(P) Contractor’s Initials: _________ Contract No. P059DHST21 * / ‘ ;• •o OPCMR Rethllane Technology LLC Professional Service Contract Ut’! Depaiinienr ojHu,nan Survkes 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, gross receipt. excise, 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 Contract without the prior written consent of the Government. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless Government l’rom 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 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. Intellectual Property Indemnification by Contractor. In addition Contractor wiLl (1) defend Government from third party claims that Contractor’s deliverables and/or services infringe a patent, trademark, copyright, or other intellectual property rights of a third party, and (2) indemnify the Government by: (i) paying out-of-pocket costs and expenses incurred by and associated with Contractor’s defense of the claim, and (ii) any and all loss, liability, damage. cost or expense. including, without limitation, court costs and reasonable attorneys’ fees payable to the third party bringing the claim which are (A) finally awarded by a court, or (B) included in a settlement approved by Contractor. Contractor has no responsibility to the extent that claims are based on non-Contractor products and services, items not provided by Contractor, or any violation of law or third party rights caused by the Government’s content, materials. designs. or specifications. En addition, if such a claim is or is likely to be made, Contractor will, at its own expense exercise the first of the following remedies that is practicable: 1. obtain for Government the right to continue to use and license the deliverables and/or services consistent with this Contract: 2. modify deliverables and/or services so they are non-infringing and in compliance with this Contract: RFP No 016-T-2020(P) Contractor’s Initials: Contract No. P059DHST21 RedMune Technology LLC Profrssienal Service Contract GVI Department ofHuman SCP11L’CS 3. replace the deliverables and services, or other affected deliverables and/or services, with non-infringing ones that comply with this Contract or 4. at Government’s request. accept the cancellation of infringing deliverables and/or services without Government having any cancellation liability and the return ofthe infringing deliverables at Contractor’s expense and refund any amount paid relative to the infringing deliverables. 11. LIMITATION ON LIABLITV NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT. CONTRACTOR’S LIABILITY UNDER THIS IMPLEMENTATION. WHETHER UNDER CONTRACT LAW. TORT LAW OR OTHERWISE SHALL BE IN THE AMOUNT OF THE DIRECT DAMAGES THE GOVERNMENT CAN PROVE ARISING OUT OF OR RELATED TO CONTRACTOR’S UNCURED BREACH OF THIS AGREEMENT WHICH SHALL NOT BE GREATER THAN ONE MILLION TWO HUNDRED FORTY THOUSAND US DOLLARS ($I.240.000 US). NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, UNDER NO CIRCUMSTANCES SHALL CONTRACTOR BE LIABLE FOR ANY SPECIAL. INDIRECT. INCIDENTAL. PUNITIVE. OR CONSEQUENTIAL DAMAGES. INCLUDING LOSS OF PROFITS. ARISING FROM OR RELATED TO THE BREACH OF THIS CONTRACT OR SERVICES RENDERED HEREUNDER. 12. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor, and nothing herein contained shall be construed to be inconsistent with this relationship or status. 13. 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. 14. WAIVERS AND AMENDMENTS No waiver, modification or amendment of any term. condition, or 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 4 RFP No 01 6-T-2020(P) Contractor’s Initials: ________ OPCMR Contract No. P059DHST21 OPCMR Rc.’djiane Technology LLC’ Professional Service Conriaci O VI Department ofHuman Services 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. 15. 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 respect to the subject matter addressed in this agreement, whether written or oral. 16. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereoE 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. 17. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 18. TERMINATION By either party for convenience. Either party will have the right to terminate this Contract without cause upon Ninety (90) days written notice to the other party specifying the date of termination. By either party for cause. Either party will have the tight to terminate this Contract for cause upon Sixty (60) days written notice to the other party if such cause (or breach) is not cured within the 60-day period. 5 RFP No 016-T-2020(P) Contractor’s Initials: Contract No. ________________ ________________ P059DHST21 OPCMR RedMane Technokgy LLC Professional Service Contraci G VI Department ofHuman Services 19. PARTIAL TERMINATJON The performance of work under this Contract may be terminated by the Government, in part. whenever the Government shall deem such termination advisable by providing Ninety (90) days written notice to the Contractor. 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 oftermination, including payment for the period of the Ninety (90) day notice. 20. 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. 21. 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: (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 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 itselfwith the provisions of Title 3. Chapter 37 of the Virgin Islands Code. pertaining to conflicts of interest, including the penalties provision set forth in section 1108 thereof: (ii) not made, negotiated or influenced this Contract. in its official capacity: and (iii) no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. 6 RFP No 01 6-T-2020(P) Contractor’s Initials: _—‘— Contract No. __________ P059DHST21 e RedAinne Technology LLC Projessionol Service Conrraci G 7 DeparUiient of Humun Se,vices 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 Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Subbase, Suite 4 St. Thomas. Virgin Islands 00802 Kimberley Causey-Gomez Commissioner Department of Human Services 1303 Hospital Ground. Ste. A St. Thomas. Virgin Islands 00802 CONTRACTOR REDMANE TECHNOLOGY LLC 8614 W. Catalpa Avenue. Suite 1001 Chicago, Illinois 60656 Telephone: 773-339-0000 Facsimile: 773-693-3627 Attention: Anthony J. Lakier Email: ton\ lak icr a redmanc.com Pam Shabaz. Legal Department Email: mca habaiarcdman,c Attention: Bob Bomeman Email: bob boincrnaii a_rlmanc.cin It’D OPCMR RFP No 0l6-T-2020(P) Contractors Initials:f Contract No. P059DHST21 OPCMR Ret/Mane Technology LLC Profssiona! Service Contract G J’I Department ofHuman Sen ices 23. LICENSURE The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits. permanent. temporaiy or otherwise as required by Title 27 of the Virgin Islands Code and (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 24. OTHER PROVISIONS Addenda L II and III attached hereto are a part of this Contract and are incorporated herein by reference 25. I)EBARMENT 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 or 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 thereof, 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 tirnded. in whole or in part, by federal funds. 8 RFP No 01 6-T-2020(P) Contractor’s Initials: ________ Contract No. P059DHST21 OPCMR RediLfa;le Tchno1ogv LL(’ Professional Service Contract (ii’! Depwtineni ofHuman Services 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. 28. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract (a) COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance. in a form acceptable to the Government, on a “Per occurrence” basis with a minimum limit of not less than one million dollars ($1,000,000.00) for any one person per occurrence for death or personal injury and one million dollars ($1,000,000.00) for any one occurrence for property damage. Insurance policy(ies) shall name the Government of the Virgin Islands as the certificate holder and additional insured via an endorsement. (b) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to the Government. which covers the services being performed under this Contract, with policy limits of not less than one million dollars ($l.000.000.00) per claim. The Government shall be listed thereon as a certificate holder. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 29. FORCE MAJEURE Neither the contractor nor the State shall be responsible for delays or failures in performance resulting from events beyond the control of such party and without fault or negligence of such party. Such events shall include, but not be limited to. acts of’ God, strikes, block outs, riots, and acts of War, epidemics, acts of State. fire. power failures, nuclear accidents, earthquakes. and unusually severe weather. 30. FACSIMILE, ELECTRONIC& DIGITAL SIGNATURES A facsimile. electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. 9 RFPNo 016-T-2020(P) Contractor s lnIttdls __________ Contract No _______________________________ P059DHST21 RedMane Technology LLC’ Professional Service Cornraci G (‘7 Depaflinew ofHuman Services t•_’— • OPCMR IN WITNESS WHEREOF. the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE ViRGIN ISLANDS M]]onec Ke ornez. ëommissioner Department of Human Services L Anthony J.’kier. President RedMane Technology LLC 8614 West Catalpa Ave.. Ste. 1001 Chicago. IL 60656-1693 (Corporate seal. if Contractor is a corporation) APPROVED AS TO LEGAL SUFF1C,JJCY 3/12/2021 General DEPARTMENT OF JUSTICE BY: ______________________ _______ PURCHASE ORDER NO.______________________ RFP No 01 6-T-2020(P) I0 Contractors Initials: ________ 3/1/2021 Date Anthony D. Thomas, Commissioner Date Department of Property and Procurement CONTRACTOR Contract No. 3/12/2021 P059DHST21