USVI Public Records

Document text

30th September, 2022 Contract No.: P181DOJT22 Contract No.:P181DOJT22 Contract No.: P181DOJT22 Contract No.: P181DOJT22 8. OWNERSHIP OF DOCUMENTS AND INFORMATION A. The GOVERNMENT shall have unlimited rights to use. disclose, duplicate. and/or publish for any purpose all information and data developed, derived or documented for or and delivered to the GOVERNMENT by PROTECH SOLUTIONS Inc., under this Contract, and shall have a royalty-free, nonexclusive and irrevocable license to reproduce. publish or otherwise use. and to authorize others to use. all operational and application software developed and delivered under this Contract. subject to existing copyrights of PROTECH SOLUTIONS Inc., and to the terms and conditions of this Contract. B. All technical communications and records originated or prepared by PROTECH SOLUTIONS Inc., pursuant to this Contract intended as the expression of PROTECH SOLUTIONS Inc.’s findings, analyses. conclusions, proof of concepts. opinions and recommendations with respect to the subject matter of this Contract. including papers. reports. charts, diagrams and other documentation, application software developed and/or transferred in this project, including modifications, enhancements and/or alternatives, but not including PROTECH SOLUTIONS inc.’s administrative communications, records, files and working papers relating to this Contract (all of the foregoing. collectively, the “Work Product”) shall be the sole and exclusive property of the GOVERNMENT, free of any claim or retention of rights by PROTECH SOLUTIONS Inc. C. Any additional or advanced operations software concepts and/or technologies that may be developed during the term of this Contract and incorporated into PROTECH SOLUTIONS Inc.’s licensed products .rhall be and s/ia/I i’einain the exclusive property of PROTECH SOLUTIONS Inc. However, PROTECH SOLUTIONS Inc., shall provide such additional or advanced concepts and or technologies at no additional cost and with no restrictions other than those contained in this Contract. D. The GOVERNMENT retains all ownership or licensed rights to the CSTARS system as modified and enhanced tinder this CONTRACT, including, but not limited to, ownership and licenses for any and all application software of the project, operationaL codes, and plans. PROTECH SOLUTIONS Inc., shall make available to the GOVERNMENT at any time the most current versions of all program source codes. data dictionaries and all relevant documentation on computer readable media. and shall provide interim copies upon request of GOVERNMENT. ConculTent with the final delivery of all updated software, PROTECH SOLUTIONS Inc., shall provide the GOVERNMENT with at least ONE (1) copy of the source code, in computer readable media, for each application program modified, enhanced and/or change in its entirety under this CONTRACT. If PROTECH SOLUTIONS Inc., uses or purchases any software or structured methodology product as part of this and’or for use in this project. e.g.. to develop, document. modify. test, compile or otherwise assist in the project, the software product becomes the property of the GOVERNMENT at the completion of the project without cost. 5 Initials 4- Contract No.: P181DOJT22 E. The GOVERNMENT retains all ownership rights and warranties to all computer hardware andor equipment purchased and installed by PROTECH SOLUTIONS Inc., on behalf of the GOVERNMENT for the operation of maintenance of the software of this project. F. Excepted from the provisions of this Paragraph are all programs and documentation which are licensed material acquired by PROTECH SOLUTIONS Inc., and/or its subcontractors in connection with this Contract. G. Notwithstanding anything to the contrary herein. PROTECH SOLUTIONS Inc., shafl have the right to use and employ its general skills, knowledge. and expertise. and to use. disclose and employ any generalized ideas. concepts. knowledge. methods. techniques. or skills gained or learned during the course of performing the Services hereunder. 9. SOFTWARE LICENSES A. n the event PROTECH SOLUTIONS Inc., is required. in the performance of services to be provided hereunder, to modify or use any third-party software licensed to and provided by the GOVERNMENT, the GOVERNMENT represents and warrants that it has acquired the necessary approvals and license rights for such modification or use by PROTECH SOLUTIONS Inc. B. PROTECH SOLUTIONS Inc., shall grant to the GOVERNMENT a non- transferable and non-exclusive license to use product(s) owned by PROTECH SOLUTIONS Inc., as required by the Scope of Work (Addendum I), and shall provide technical services for the product(s), during the term of this Contract, within the compensation provided for this Contract. and in accordance with the following terms and conditions: (1) The product(s) shall be used solely in the conduct of the GOVERNMENT s business and on and fot the haidwate and Lential piocessmg units (CPUs) installed foi the uses and at the locations specified foi this pioject (2) Use of the afotementioned pioduct(s) upon othei 01 upgiaded CPU(s) by othei palties 01 aT othei locations iequnes an additional license and tee(s) The GOVERNMENT shall notify PROTECH SOLUTIONS Inc, at least THIRTY (30) da\ piiot to any such proposed change in users or external distribution or to process data on behalf of others, and the mutual and mutual consent of the GOVERNMENT and PROTECH SOLUTIONS Inc., shall be required before such action is taken. (3) The GOVERNMENT acquires only the right to use the product(s) during the term of this Contract and does not acquire the rights of ownership of the product(s). PROTECH SOLUTI ONS Inc., retains title and intellectual property rights, including, without limitation, patent, trademark, copyright, and trade secrets regarding the: product(s) and related user manuals and all copies, enhancements, and reproductions thereof. 6 Initials Contract No.: P181DOJT22 (4) The GOVERNMENT may move the product(s) to another location only upon prior written approval of PROTECH SOLUTIONS Inc., which shall not be unreasonably withheld. If the designated CPIJ(s) becomes temporarily inoperative, the license may be extended to another CPU(s) for a period agreed to by both parties. (5) The GOVERNMENT may not assign, sublicense, sell, encumber, or otherwise attempt to transfer these licenses to any other entity, unless approved in writing by PROTECH SOLUTIONS Inc., (6) PROTECH SOLUTIONS Inc., shall provide the GOVERNMENT with the product(s) on magnetic media along with associated paper documentation. and shall install the product(s) at the GOVERNMENTs location(s) in accordance with the proposal. (7) PROTECH SOLUTIONS Inc., shall provide, during the term of this Contract, the technical services set forth in the Scope of Work (Addendum 1). (8) In addition, PROTECH SOLUTIONS Inc., agrees to make reasonable efforts to correct any product system errors arising in a current version of the product(s). (9) At the conclusion of this Contract. the above licensees and services may be extended and/or amended upon the mutual agreement of both parties. 10. RIGHTS IN DATA, DOCUMENTS AND OTHER INTELLECTUAL PROPERTY During the term of this Contract, as a result of PROTECH SOLUTIONS Inc.’s efforts under this Contract, PROTECH SOLUTIONS Inc., may generate ideas. inventions. suggestions. copyrightable materials, or other information (“Intellectual Property”) which falls into one of two categories: (1) lntellectual Property created specifically in connection with the subject matter of PROTECH SOLUTIONS Iiic.’s efforts under this Contract and incorporated into the work product to be produced or utilized to provide services by PROTECH SOLUTIONS Inc. and delivered to the GOVERNMENT under this Contract. Title to Intellectual Property described in this Paragraph that is developed jointly by PROTECH SOLUTIONS Inc., and the GOVERNMENT, or solely by PROTECH SOLUTIONS Inc., and paid for by the GOVERNMENT, shall remain in the GOVERNMENT at all times. PROTECH SOLUTIONS Inc., agrees to disclose and assign to the GOVERNMENT, in a form satisfactory to the GOVERNMENT, all such Intellectual Property. and to render such assistance as the GOVERNMENT may reasonably require to perfect such assignments. The parties understand and agree that any such property, if developed from federal funds. may be the property of the Federal Government. If such be the case, the GOVERNMENT reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, and otherwise use and to authorize others to use for the GOVERNMENT’s and for the Federal Government’s purposes. any such intellectual property: and 7 Initials Contract No.: P181DOJT22 (2) Intellectual Property of general applicability, whether or not related to, or incorporated into, the work product to be produced or utilized to provide services by PROTECH SOLUTIONS Inc. and delivered to the GOVERNMENT under this Contract. Title to Intellectual Property described in this paragraph. including any [ntellectual Property developed by PROTECH SOLUTIONS Inc., prior to or outside of this Contract. shall remain property of PROTECH SOLUTIONS Inc. To the extent such Intellectual Property is incorporated into the work product to be produced and delivered to the GOVERNMENT under this Contract. PROTECH SOLUTIONS Inc., grants and the GOVERNMENT hereby accepts, a worldwide, royalty-free non-exclusive license to use all such intellectual Property as incorporated into PROTECH SOLUTIONS Inc., work product until such time as the GOVERNMENT no longer needs or uses such Intellectual Property. (3) The GOVERNMENT will be the owner of the license provided by PROTECI-I SOLUTIONS Inc., on all third-party proprietary operating and PROTECH SOLUTIONS Inc., software package(s). which are provided to the GOVERNMENT hereunder. (4) PROTECH SOLUTIONS Inc., may propose software of its own or that of a third party to utilize in the delivery of services under this Contract. However, the GOVERNMENT retains the right to accept or decline such proposal. Such proposal shall be made in writing to the GOVERNMENT and prior written approval must first be granted by the GOVERNMENT before such software may be used for the delivery of services under this Contract. 11. RETENTION OF RECORDS AND ACCESS BY GOVERNMENT AGENCIES PROTECH SOLUTIONS Inc., including its subcontractors shall maintain all books, documents, papers. accounting records and other evidence pertaining to costs incur-ed as required by this Contract, and make such materials available at their respective offices at all reasonable limes, for inspection by authorized officials of the United States Virgin Islands and concerned Federal agencies. Each subcontract shall include a provision containing the conditions of this Section. This documentation shall be preserved for either a period of FIVE (5) years from the date of termination of this Contract, or until any audit conducted by the Federal or Territorial GOVERNMENT is completed. whichever condition occurs first. In this regard, the documentation resulting from this Contract will be reviewed by the GOVERNMENT and these agencies. and PROTECH SOLUTIONS Inc., will be required to make any corrections required by these agencies as a result of their evaluations, sLibject to the terms of this Contract. The GOVERNMENT will give PROTECH SOLUTIONS Inc., reasonable notice of at least FIVE (5) business days for any inspection of documentation as set forth herein. 8 Initials 4 Contract No.: P181DOJT22 12. 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 PROTECH SOLUTIONS Inc. as servants, agents, or independent contractors or in any other capacity whatsoever, or make GOVERNMENT liable to any such persons, firms associations, or corporations for the acts, omissions, liabilities, obligations and taxes of PROTECH SOLUTIONS Inc. of whatsoever nature, including but not limited to unemployment insurance and social security taxes for PROTECH SOLUTIONS Inc., its servants, agents or independent contractors. 13. ASSIGNMENT PROTECH SOLUTIONS, Inc.’s use of Tech Data, Inc. and Modern Svstenis, Inc.. as subcontractors on this Contract, is approved through the Government’s execution of this Contract. PROTECH SOLUTIONS Inc.. shall not further subcontract or assign any part of the services under this Contract without the prior written consent of the GOVERNMENT. 14. INDEMNIFICATION PROTFCI-I SOLUTIONS Inc. agrees to indemnify, defend and hold harmless GOVERNMENT from and against any and all loss, damage. liability, claims, demands. detriments. costs. charges and expenses (including attorney’s fees) and 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 PROTECH SOLUTIONS Inc. under this Contract and arising from any cause, except the sole negligence of GOVERNMENT. 15. INDEPENDENT CONTRACTOR PROTECH SOLUTIONS Inc., shall perform this Contract as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. 16. GOVERNING LAW This Contract shall be governed by the laws of the United States \‘irgin islands and jurisdiction shall remain in the United States Virgin islands. 17. WAIVERS AND AMENDMENTS No waiver, modification or amendment of any term condition or provision 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 9 Initials ________ Contract No.: P181DOJT22 or instances shall in no event be construed to be a general waiver, modification, or amendment of any of the terms, conditions. or provisions of this Contract. but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 18. ENTIRE AGREEMENT This Contract constitutes the entire agreement of the parties relating to the subject matter addressed in this Contract. This Contract supersedes all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in this Contract. whether written or oral. 19. RIGHT TO WITHHOLD 11 work under this Contract is not performed in accordance with the terms hereof. GOVERNMENT will have the right to withhold out of any payment due to PROTECH SOLUTIONS Inc. such sums as GOVERNMENT may deem ample to protect it against loss or to assure payment of claims arising therefrom, and, at its option, GOVERNMENT may apply such sums in such manner as GOVERNMENT may deem proper to secure itself or to satisfy such claims. GOVERNMENT will immediately notify PROTECH SOLUTIONS Inc., in writing in the event that it elects to exercise its right to withhold. No such withholding or application shall be made by GOVERNMENT if and while PROTECH SOLUTIONS Inc. gives satisftictory assurance to GOVERNMENT that such claims will be paid by PROTECH SOLUTIONS Inc. or its insurance carrier, if applicable in the event that such contest is not successful. 20. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor of the United States Virgin Islands. 21. TERMINATION Either party will have the right to terminate this Contract with or without cause on sixty (60) clays written notice to the other party specifying the date of termination. Additionally: A. The GOVERNMENT may terminate this Contract whenever funding for the project. from whatever source. is withdrawn, reduced, or restricted. To the extent such funding is reduced or restricted the parties shall use commercially reasonable efforts to negotiate changes and adjustments to this Contract such that it may be continued on its basis consistent with the reduced funding and/or the restrictions thereto. B. The GOVERNMENT may terminate this Contract whenever it determines that PROTECH SOLUTIONS Inc., has failed to substantially perform its duties and responsibilities 10 Initials ____________ Contract No.: P181DOJT22 under this Contract. GOVERNMENT shall give PROTECH SOLUTIONS Inc., written notice of its intention to teminate this Contract pursuant to this Section, which notice shall specify the duties and responsibilities that PROTECH SOLUTIONS Inc., has failed to perform. Thereupon. PROTECH SOLUTIONS Inc., shall have a term of thirty (30) days following receipt of said notice to cure such failure or failures or. in the alternative, to provide a Corrective Action PLan (CAP) to reach such objective. The GOVERNMENT must approve the CAP. If PROTECH SOLUTIONS Inc., successfully cures such failure or failures to conform to the requirements set forth in this Contract within the required time period, then the notice of termination shall no longer be effective. C. In the event of termination of this Contract pursuant to subsection (A) or (B), above. PROTECH SOLUTIONS Inc., will be entitled to payment for deliverables met as of the date of termination. Work in progress towards deliverables not met shall be cured towards reasonable costs incurred. Subsequently, the GOVERNMENT shall not be held liable to any costs there after incurred as a result of the termination of the work, including, but not limited to. accounting, legal. clerical, and other expenses reasonably necessary for the termination of this Contract. 22. PARTIAL TERMINATION The performance of work under this Contract may be terminated by the GOVERNMENT, in part, whenever the GOVERNMENT shall deem such termination advisable by providing sixty (60) days ‘written notice to the CONTRACTOR. This partial termination shall be effected by delivering to PROTECH SOLUTIONS Inc., a Notice of Partial Termination specifying the extent to which the term and/or duties under this Contract are terminated and the date upon which such termination becomes effective. In the event of partial termination. PROTECH SOLUTIONS inc. shall be entitled to receive payment for services provided to the date of partial termination. including payment for the period of the sixty (60) days’ notice. 23. PROCEDURES FOR TERMINATION Notice of Termination by GOVERNMENT shall be given by certified mail with return receipt requested. addressed to PROTECH SOLUTIONS Inc., as provided in Paragraph 30 of this Contract, and shall specify the date of the termination. Upon receipt by PROTECH SOLUTIONS Inc., of a Notice of Termination PROTECH SOLUTIONS Inc., shall: A. Stop work under this Contract on the date and to the extent specified in the Notice of Termination, except that work deemed necessary as mutually agreed to by PROTECH SOLUTIONS Inc. and GOVERNMENT, to terminate this Contract in an orderly basis shall continue as specified. B. Place no further orders or sLibcontracts for materials, services, or facilities. 11 Initials ____________ Contract No.: P181DOJT22 C. To the extent legally permissible or otherwise feasible, cancel all pending orders and terminate all subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination. D. Assign to GOVERNMENT in the manner, and to the extent directed, all the rights, titles, and interest of PROTECH SOLUTIONS Inc., under the orders or subcontracts so canceled or terminated, in which case PROTECH SOLUTIONS Inc., shall be held harmless for all orders or subcontracts canceled or terminated. Termination of this Contract and/or any Ordering Document or subcontract shall not relieve GOVERNMENT of its obligation to pay all charges that accrued prior to such termination. PROTECH SOLUTIONS Inc., shall settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts. the cost of which is reimbursable to PROTECH SOLUTIONS Inc., in whole or in part. in accordance with the provisions of this Contract. Within Twenty (20) workdays after the effective date of termination, PROTECH SOLUTIONS Inc., shall transfer title to the GOVERNMENT (to the extent that title has not already been transferred) and deliver and return to the GOVERNMENT. any formal correspondence. reports. forms. documents. hardware. or software that have been provided by the GOVERNMENT related to the services described in this Contract to the extent possible. E. Complete the performance of such part of the work that has been specified for completion by the Notice of Termination. However, PROTECFI SOLUTIONS Inc., shall not be obligated, without its express consent, to complete the performance of any part of the work contemplated under this Contract or to continue performing on such parts of the work as GOVERNMENT may specify following the effective date of termination. F. Take such action as may he reasonably necessary. as GOVERNMENT may direct. for the protection and preservation of the property related to this Contract. which is in the possession of PROTECH SOLUTIONS Inc., and in which GOVERNMENT has or may acquire an interest. 24. PERFORMANCE OF OBLIGATIONS A. PROTECH SOLUTIONS Inc., shall proceed immediately with the performance of the obligations stated in this Contract, notwithstanding any delay in determining or adjusting the amount of any item of reimbursement required by this Contract. B. Termination of this Contract shall not limit either party from pursuing any other remedies available to it. including injunctive relief. 25. SUBMISSION OF CLAIMS After receipt of a Notice of Termination, PROTECH SOLUTIONS Inc.. shall submit any claims for reimbursement related to the termination in the form and with the certifications prescribed by the GOVERNMENT. Such claims shall be submitted promptly. but in no event. no 12 Initials ______________ Contract No.: P181DOJT22 later than THREE (3) months after the effective date of termination, unless one or more extensions in writing are granted within such three—month period or authorized extension thereof. Within thirty (30) days of forwarding the Notice of Termination. the GOVERNMENT shall provide the forms and certifications prescribed for filing claims related to the termination as part of the termination notice, However, if the GOVERNMENT determines that the facts justify such action, termination claims may be accepted and acted upon at any time after such three (3) month period or any extension thereof. 26. FAILURE TO AGREE In the event of a failure to agree in whole or in part as to the amounts to be paid to PROTECH SOLUTIONS Inc., in connection with the total or partial termination of work pursuant to this Section, the GOVERNMENT shall determine on the basis of information available the amount if any, due to PROTECH SOLUTIONS Inc., by reason of termination and shall pay to PROTECI-I SOLUTIONS Inc., the amount so determined. 27. ANTICIPATORY PROFITS NOT REIMBURSABLE In no case shall PROTECH SOLUTIONS Inc.’s termination claims include any claim for unrealized anticipatory profits. 28. NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds of, or be subject to discrimination in the performance of this Contract, on account of race, creed, color, sex, religion, disability, or national origin. 29. CONFLICT OF INTEREST (a) PROTECH SOLUTIONS Inc., covenants that it has no interest and will not acquire any interest direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed tinder this Contract. (b) PROTECH SOLUTIONS Inc., 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: 13 Initials ____________ Contract No.: P181DOJT22 (i) familiarized itself with the provisions of Title 3. Chapter 37 of the Virgin Islands Code. pertaining to conflicts of interest. including the penalties provision set forth in section 1108 thereof: (ii) not made, negotiated, or influenced this Contract. in its official capacity: (iii) no financial interest in the Contract as that term is defined in section 11 01(1) of said Code chapter. 30. 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 [)epartment of Property and Procurement 8201 Subbase, Suite 4 St. Thomas. VI 00802 Denise N. George. Esq. Attorney General Department of Justice 34-38 Kronprindsens Gade 2IId Floor St. Thomas, VI 00802 CONTRACTOR Satish Garimalla Chief Executive Officer Protech Solutions, Inc. 303 West Capitol Avenue. Suite 330 Little Rock. Arkansas 72201 Email: satish.garirnallaprotecholutions.corn 14 Initials 4 Contract No.: P181DOJT22 31. LICENSURE PROTECH SOLUTIONS Inc., covenants that it has: (a) obtained all of the applicable licenses or permits, permanent, temporary. or otherwise as required by Title 27 of the Virgin Islands Code and (b) Familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 32. OTHER PROVISIONS Addenda I and II of this Contract. are a part of this Contract and are incorporated herein by reference. 33. DEBARMENT CERTIFICATION By execution of this Contiact PROTECH SOLUTIONS mc, ceitifies that it is eligible to ieceive contiact awaids using fedeially ppiopnated funds and that it has not been suspended or debarred from entering into contracts with any federal agency. PROTECH SOLUTIONS Inc., shall include this provision in each of its subcontract(s) hereunder and shall direct its sub-contracts hereunder and shall furnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT.” In the event PROTECH SOLUTIONS Inc., or any subcontractor(s) misrepresents its eligibility to receive contract awards using federal funds, PROTECH SOLUTIONS Inc., or subcontractor(s) agrees that it shall not be entitled to payment for any work perf’ormecl under this Contract or any subcontract and that PROTECH SOLUTIONS Inc., or subcoitractor(s) shall promptly reimburse the GOVERNMENT of the Virgin Islands for any progress payments heretofore made. If, during the term of this Contract, PROTECH SOLUTIONS Inc., shall become ineligible to receive contract awards using federal funds, this Contract shall be terminated forthwith for cause and PROTECH SOLUTIONS Inc., shall not be entitled to payment for any work performed under this Contract or sub-contract after the effective date of such ineligibility. 34. FALSE CLAIMS PROTECH SOLUTIONS Inc., warrants that it shall not, with respect to this Contract, make or present any claim upon or against the GOVERNMENT of the Virgin Islands, or any officer department. board. commission, or other agency thereof. knowing such claims to be false, fictitious, or fraudulent. PROTECH SOLUTIONS Inc., acknowledges that making such a false, fictitious. or fraudulent claim is an offense under the Virgin Islands law. 15 Initials ________ Contract No.: P181DOJT22 35. NOTICE OF FEDERAL FUNDING PROTECH SOLUTIONS Inc., acknowledges that this Contract is funded, in whole or in part. by federal funds. PROTECH SOLUTIONS Inc., warrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to be false, fictitious, or fraudulent. PROTECH SOLUTIONS Inc., acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. 36. INSURANCE PROTECH SOLUTIONS Inc. 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 (SI .000,000.00) for any one person per occurrence for death or personal injury and one million dollars (SI .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 ($1,000,000.00) per claim. The Government shall be listed thereon as a certificate holder. (c) WORKERs’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 37. ORDER OF PRECEDENCE In the event of a contradiction between the provisions of the documents comprising this Contract. such contradiction shall be resolved by giving precedence in the following oi’der: A. Provisions of this Contract including Contract Amendments: B. Terms of the task requests. 38. NATURE AND EXTENT OF WARRANTY A. Warranty Period - PROTECH SOLUTIONS Inc.. warrants that (i) for a period of twelve (12) months, after the HandoffClosure date of its Federal Certification work, the Products and Services described in the Contract including Addenda herein will not contain any service defects, and (ii) PROTECH SOLUTIONS Inc.. has complied in all material respects with all applicable local, foreign, domestic, and other laws, rules. regulations. and requirements. 16 Initials q: Contract No.: P181DOJT22 B. PROTECH SOLUTIONS Inc. warrants that its Azure Government Cloud maintenance and its maintenance of the MDsys Framework will continue month—to—month during the Term of this Contract including all Contract Extensions and will continue for a period of twelve (12) months following the termination of this Contract or any Contract Extension and. PROTECH SOLUTIONS Inc. will transfer any remaining warranty given by Tech Data, Inc to PROTECH SOLUTIONS Inc. to the GOVERNMENT. C. PROTECH SOLUTIONS Inc. will extend the warranty period until all reported Defects are repaired at no additional cost to the GOVERNMENT. The Defects in this Subsection refer to defects directly related to the Federal Certification work performed by PROTECH SOLUTIONS Inc. on behalf of the GOVERNMENT. The Defects do not include issues solely related to the GOVERNMENT’S legacy system. or Defects deemed by PROTECH SOLUTIONS Inc. and the GOVERNMENT to be operational or (lata related. D. Warrantied Repairs - PROTECH SOLUTIONS Inc., shall use reasonable efforts to promptly correct, at no additional cost to GOVERNMENT, any error arising solely out of the work performed by PROTECH SOLIJTIONS Inc., which causes material deviations in the software or inoperability of the hardware relating to CSTARS. including, but not limited to, deviations to software. case management systems. or the inoperability of the hardware relating to CSTARS. Should such errors corrupt CSTARS data, PROTECH SOLUTIONS Inc., shall, to the extent reasonably possible. reconstruct any files affected by the error identified and reported, within THIRTY (30) days after performance of the services giving rise to the error. The GOVERNMENT acknowledges its obligation to maintain adequate backup copies of all data files. 39. HOLD HARMLESS FOR PATENT OR COPYRIGHT INFRINGEMENT PROTECH SOLUTIONS Iiic., assumes responsibility for any claim brought against the GOVERNMENT based on the infringement of any patent or copyright or the use of any software, materials, or infomiation developed and delivered by PROTECH SOLUTIONS Inc., in the execution of this Contract, and in any such suit or claim, satisfy any penalty assessed against the GOVERNMENT for such violation. The GOVERNMENT shall provide PROTECH SOLUTIONS Inc., with a copy of any such claim served upon or noticed to the GOVERNMENT within not more than THREE (3) workdays of its receipt, and PROTECH SOLUTIONS Inc., shall have the right and opportunity to defend clear itself from any such allegation at its sole discretion, and the GOVERNMENT shall provide full cooperation in respect thereto. In the event that any order of a court of competentjurisdiction shall prevent the GOVERNMENT from using all or any part of such software, materials or information. PROTECH SOLUTIONS Inc., at PROTECH SOLUTIONS Inc.’s sole option, shall either (a) obtain for the GOVERNMENT, at PROTECH SOLUTIONS Inc.’s expense. the right for the GOVERNMENT to continue using all of such software, materials or information, including the alleged infringing portion, (b) replace 17 Initials F’ Contract No.: P181DOJT22 such infringing portion of such software, materials or information to make it non-infringing; or (c) refund to the GOVERNMENT all amounts paid for such service, materials or information directly causing the infringement. 40. DUE DILIGENCE RESPONSIBILITY OF THE PROTECH SOLUTIONS Inc., It is the sole responsibility of PROTECH SOLUTIONS Inc., to exercise due diligence in the performance of this Contract. 41. OMISSIONS In the event that the GOVERNMENT or PROTECH SOLUTIONS Inc., discovers any material omission in the provisions of this Contract that is believed to be essential to the successful performance of this Contract, each must so inform the other in writing. The GOVERNMENT and PROTECH SOLUTIONS Inc., will promptly negotiate in good faith with respect to such matters for the purpose of making such reasonable adjustments as may be necessary to attain the objectives of this Contract. 42. PUBLICITY PROTECH SOLUTIONS Inc., shall secure the GOVERNMENT’s written approval prior to the release of any information, including press releases, interviews, bulletins, or articles of any kind in any public, private. or trade medium concerning this Contract or project. its terms. execution, implementation: or results, which approval shall not be unreasonably withheld. 43. NOTICE AND DISPUTE RESOLUTiON MECHANISMS In the event of any dispute arising during the tenn of this Contract concerning performance under this Contract or the rights of one or another of the parties, either pail>’ shall serve notice thereof to the other party. Said notice shall express clearly and completely the position of the Noticing Party. Within TEN (10) workdays of service of such notice, the receiving party shall reply in writing to the Noticing Party. Said reply shall express clearly and completely the position of the receiving party in respect to each grievance set forth by the Noticing Party. 44. MEETING BETWEEN PROJECT DIRECTORS Within TEN (10) workdays after the reply has been served on the Noticing Party. representatives of PROTECH SOLUTIONS Inc., and the GOVERNMENT shall meet and make a good faith effort to resolve the dispute. If they succeed. they shall set forth their determination in writing, duly signed by them, and such document shall become binding upon the parties and an official record to be appended to this Contract. If they fail to reach agreement; they shall each set forth a signed statement of the controversy in writing, which statement shall be 18 Initials _________ Contract No.: P181DOJT22 submitted to the Attorney General, and the representative of PROTECH SOLUTIONS Inc., within TWO (2) business days. 45. HIGH LEVEL MEETING If the parties fail to reach an agreement. the Attorney General and the representative of PROTECH SOLUTIONS Inc., shall meet as promptly as possible with a third person to be agreed upon by said parties and make a good faith effort to settle or otherwise compromise their differences, Other persons may attend such meeting only upon the express agreement of the aforementioned individuals. 46. RESOLUTION OF DISPUTE Ii the meeting specified in Paragraph 45 above does not result in a settlement or compromise of the dispute or disagreement within SEVEN (7) workdays. the parties may pursue whatever legal remedies are available to them. 47. NO INTERRUPTION OF WORK Pending final determination of any dispute hereunder. PROTECH SOLUTIONS Inc., shall proceed diligently with the performance of its services and be compensated for those services rendered which are not in controversy until a decision is made pursuant to Paragraphs 43 through 46, or this Contract is terminated. 48. MAINTENANCE AND OPERATION PROTECH SOLUTIONS Inc., shall. as described in Addendum I provide services leading to Federal Certification of the CSTARS. and maintenance of the MDsys Framework, and perform technical services to maintain Azure Cloud services, as required by the GOVERNMENT, and shall be billed as set out in Addendum II. PROTECH SOLUTIONS Inc., and GOVERNMENT will collectively establish time frames and criteria for the acceptance of deliverables identified in Addendum I of this Contract. Such acceptance process will also contain provisions for schedule adjustment or deemed approved should GOVERNMENT fail to meet the specified time frames. All task or work requests shall be written and governed by’ the terms of this Contract and shall set out the following information: (a) scope of services (b) specific term for the performance of the scope of services. (c) not-to-exceed compensation for performance of services. 19 Initials c4 Contract No.: P181DOJT22 If additional information is needed to approve a Task, the GOVERNMENT may request such continuing information and documentation regarding the Task from PROTECH SOLUTIONS Inc., as the GOVERNMENT reasonably deems appropriate. In the event of a conflict between the provisions of a task or work request and this Contract, the provisions of this Contract shall prevail unless the parties specifically identify and agree upon an Amendment to this Contract. 49. PROVISIONS REQUIRED BY IRS PUBLICATION 1075 A. Performance. In performance of this Contract. the PROTECH SOLUTIONS, Inc. agrees to comply with and assume responsibility for compliance by his or her employees with the following requirements: (1) All work will be done under the supervision of PROTECH SOLUTIONS, Inc. or PROTECH SOLUTIONS, Inc.’s employees. (2) PROTECH SOLUTIONS, Inc. and PROTECH SOLUTIONS, Inc.’s employees with access to or who use federal tax information as defined in Internal Revenue Service (IRS) Publication 1075 (“Federal Tax Information” or “FTI”) must meet the background check requirements defined in IRS Publication 1075. (3) Any return or return information made available in any format shall be used only for the purpose of conducting the provisions of this Contract. Information contained in such material will be treated as confidential and will not be divulged or made known in any manner to any person except as may be necessary in the performance of this Contract, Disclosure to anyone other than an officer or employee or employee of PROTECH SOLUTIONS, Inc. shall be prohibited. (4) All returns or return information will be accounted for upon receipt and properly stored before, during, and after processing. in addition, all related output will be given the same level of protection as required for the source material. (5) PROTECH SOLUTIONS, Inc. certifies that the data processed during the performance of this Contract will be completely purged from all data storage components of his or her computer facility, and no output ‘ill be retained by PROTECH SOLUTIONS, Inc. at the time the work is completed. If immediate purging of all data components is not possible. PROTECH SOLUTIONS, inc. certifies that any IRS data remaining in any storage component will be safeguarded to prevent unauthorized disclosures. (6) Any spoilage or any intermediate hard copy printout that may result during the processing of IRS data will be given to the GOVERNMENT. When this is not possible. PROTECH SOLUTIONS, Inc. will be responsible for the destruction of the spoilage or any 20 Initials Contract No.: P181DOJT22 Contract No.: P181DOJT22 Contract No.: P181DOJT22 Contract No.: P181DOJT22 Contract No.: P181DOJT22 Contract No.: P181DOJT22 Contract No.: P181DOJT22 Contract No.: P181DOJT22