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OPCMR 1 Contract No. ________________ Initials: _____ AMENDMENT No. 1 OF PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT made as of the ______ day of _____________, 2022__ 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 VIRGIN ISLANDS DEPARTMENT of LABOR (hereinafter referred to as “Government” or “VIDOL”) and Geographic Solutions, Inc., whose address is 2570 Coral Landings Blvd., Palm Harbor, Florida 34684 (hereinafter referred to as “Contractor”). Both parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESSETH WHEREAS, pursuant to Contract No. P039DOLT22 approved by the Commissioner of Property and Procurement on January 25, 2022, hereinafter referred to as the “Contract”), the Government contracted with Contractor for licensing, hosting, maintenance, support, and upgrades for the VIDOL website Virgin Islands Electronic Workforce System (VIEWS); and WHEREAS the Contract expires pursuant to its terms on January 24, 2023; and WHEREAS, the parties desire to amend the Contract, to change the Term, to change the Scope of Services in Addendum I to include the Workforce Opportunity Tax Credit (WOTC) Module, and the Reemployment Exchange (REX) Module and to increase the compensation in Addendum II by Nine Hundred Six Thousand Three Hundred Forty-One Dollars and Ninety-Six Cents ($906,341.96) in order for VIDOL to conduct WOTC registrations and approvals on-line; allows VIDOL to integrate the initial Unemployment Insurance benefits claim application and weekly certifications forms into job search labor exchange to better help claimants with reemployment. NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 29th September P178DOLT22 OPCMR 2 Contract No. ________________ Initials: _____ TERMS AND CONDITIONS 1. Paragraph No. 2 – The Term is hereby amended by deleting all of the existing language contained therein and replacing it with the new language as follows: “The term of this Contract shall be from January 25, 2022 through January 24, 2024. Upon the date of execution by the Governor of the U.S. Virgin Islands, this Contract shall be effective for the term set out herein. The Government in its sole discretion, shall have the option to renew the Contract for one (1) additional twelve (12) month period subject to the same terms noted herein by providing Contractor with sixty (60) days written notice of the Governments election to renew.” 2. Paragraph No. 3 – Compensation is hereby amended to increase the compensation by Nine Hundred Six Thousand Three Hundred and Forty-One Dollars and Ninety-Six Cents ($906,341.96) for a total amount not to exceed One Million Three Hundred Seventy Thousand One Hundred Sixty-Three Dollars and Ninety-Two Cents ($1,370,163.92) by deleting all of the existing language contained therein and replacing it with the new language as follows: “The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services) agrees to pay Contractor a sum not to exceed One Million Three Hundred Seventy Thousand One Hundred Sixty-Three Dollars and Ninety-Two Cents ($1,370,163.92) in accordance with the provisions set forth in 1st Amended Addendum II (1st Amended Compensation) attached hereto and made a part of this contract.” 3. Addendum I (Scope of Services), is amended by adding the following Module under the User/Individuals Section of the Virtual OneStop Sapphire Modules Table: “Reemployment Exchange (REX) – Module (For the period of January 25, 2023, through January 24, 2024, and any renewal period, with implementation no later than February 25, 2023) Integrates the initial Unemployment Insurance (UI) benefits claim application and weekly certifications forms into the job search labor exchange system to stress and monitor work search activities. Interfaces in real-time with legacy UI systems uploading claim information and downloading claim status and balances. Provides dynamic tracking of claimants work search effectiveness and compliance and includes automated messaging to claimants related to their work search activities. Requires UI Claimant Management, Core Services for Employers, Labor Exchange for Individuals, Labor Exchange for Employers, P178DOLT22 OPCMR 3 Contract No. ________________ Initials: _____ and Labor Exchange for Staff Modules. Includes ETA 9128 and 9129 reports. Includes software configuration, development, testing, and installation. The following Module shall be added to the User/Employer Section of the Virtual OneStp Sapphire Modules table: Work Opportunity Tax Credit (WOTC) – Module (For the period of January 25, 2023, through January 24, 2024, and any renewal period with implementation no later than February 25, 2023.) Includes the ability for employers and/or agents to register in the system and process their application to have new hires/WOTC approved. Includes the ability for staff to enter WOTC applications on behalf of the employer and /or agent, along with administrative capabilities to approve an application. The WOTC application can be completed online for a single individual or multiple individuals. Employers and /or agents have capability to upload individual information in order to streamline the application process. Includes integration into the Document Manage/Imaging components of Virtual OneStop. Requires Core Services for Employers and Core Services for Staff Managing Employers Modules.” 4. Addendum II, Compensation, is hereby amended by deleting Addendum II, Compensation, in its entirety and replacing it with 1st Amended Addendum II (1st Amended Compensation) attached hereto and made a part hereof. 5. This Amendment is subject to the approval of the Governor of the U.S. Virgin Islands and to the appropriation and availability of funds. 6. Except as expressly amended in this Amendment, all terms of the Contract remain in full force and effect. 7. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. P178DOLT22 P178DOLT22 P178DOLT22 4O OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this _____ day of ______ . 20, 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’ Labor (hereinafter referred to as Government” or “VIDOL’) and Geographic Solutions. Inc. (hereinafter relerred to as “Contractor’). WITNESSETH: WHEREAS. the Government is in need of the services of a Contractor for licensing. hosting. maintenance. support. and upgrades for the V IDOL website Virgin Islands Electronic Workfoice System (VIEWS) which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto: and WHEREAS. the Government solicited the services under 31 V.I.C 239(a)(8): and WHEREAS. the Contractor represents thai it is v illing and capable of providing such services: and NOW. THEREFORE. in consideration of the mutual covenants herein contained, and intending to he legally hound h this written instrument, the parties hereto do covenant and agree as follows: I. SERVICES The Contractor will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE This Contract shall he effective upon the date of execution of this Contract b the Commissioner of the Department of Property and Procurement and shall terminate twelve (12) months thereafter. The Government in its sole discretion. shall have the option to renew this Contract for a period of one additional one-year (1) term subject to the same terms noted herein, by providing the Contractor with sixty (60) days written notice of the Government’s election to renew. 3. COMPENSATION Contract No.____________________ Contractor’s Initial______________ 25th January 22 P039DOLT22 OPCMR [he 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 Four Hundred Sixty-Three Thousand Eight Hundred Twenty-One Dollars and Ninety-Six Cents (S463,2I.96) in accordance with the provisions set forth in Addendum II (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 cfocurnented 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 he 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 NA 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 Stales Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. All documents. hooks, records, instructional materials. programs. printouts, and memoranda of every description derived therefrom. provided by the Government. shall remain the property of the Government and shall be returned to it at the terni ination 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. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the Government to persons. firms. associations. ot’ 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, gross receipt, excise. and social security taxes for Contractor. its servants, agents or independent contractors. 9. ASSIGNMENT Contract No. Contractor’s Initial_____________ P039DOLT22 OPCMR The Contractor shall not subcontract or assign ally part of the services under this Contract without the prior written consent of the Government. 10. INDEMNIFICATION Contractoragreesto indemnify, defend and hold harmless Government from and againstany andall loss. damage. liability. claims, demands. detriments. costs. charges and expenses (including attorneys fees) and causes of action of whatsoever character which Government may incur, sustain or he 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. Government shall indemnify and hold harmless Geographic Solutions, their officers, agents and employees from and against any claims, demands. or causes of action whatsoever, including, without limitation to, those arising on account ofGovernment’s modification orenhancernent ofthe Program or otherwise caused by, or arising out o[ or resulting from, the exercise or practice of the authorization granted hereunder by Geographic Solutions, its officers, employees, agents and representatives to the extent permitted by law. ii. INDEPENDENT CONTRACTOR The Contractor shall pertonli this Contract as an independent contractor. and nothing herein contained shall be construed to he inconsistent with this relationship or status. 12. GOVERNING LAW This Contract shall he governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 13. WAIVERS AND AMENDMENTS No waiver. modification or amendment of any term. condition. or provision of this Contract shall he valid or of any force or effect unless made in writing, signed by the parties hereto or their duly aLithorized 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 he 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 tile extent and occasion specified in such signed writing or writings. 14. ENTIRE AGREEMENT This agreement constitutes the entire agreement of tile parties relating to the subject matter addressed in this Agreement. l’his agreement supersedes all prior communications. contracts. or Contract No. Contractor’s Initial P039DOLT22 .0,0 OPCMR agreements between the parties with respect to the subject matter addressed in this agreement. whether written or oral. 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof. Government will have the right to withhold out of any payment due to Contractor. such sums as Government may deem ample to protect it against loss or to assure payment of claims arising therefrom. and. at its option. Government may apply such sums in such manner as Government may deem proper to secure itself or to satisfy such claims. Government will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. No such withholding or application shall he made by Government if and while Contractor gives satisfactory assurance to Government that such claims will he paid by Contractor or its insurance carrier, if applicable in the event that such contest is not suceessilil. 16. CONDITION PRECEDENT This Contract shall he subject to the availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on thirty (30) days written notice to the other party specifying the date of termination. IS. PARTIAL TERMINATION The performance of work under this Contract may he terminated by the Government. in part. whenever the Government shall deem such termination advisable by providing thirty (30) 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 arc terminated and the date upon which such termination becomes effective. ‘[he Contractor shall be entitled to receive payment for services provided to the date oftermination. including payment for the period of the thirty (30) day notice. 19. NON-DISCRIMINATION No person shall he excluded from participating in. be denied the proceeds of or he subject to discrimination in the performance of this Contract on account of race, creed. color, sex. religion. disability, or national origin. 20. CONFLICT OF INTEREST Contract No, Contractor’s Initial_____________ P039DOLT22 OPCMR (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. (h) 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. hoard. commission. or independent instrumentality of the Government. whether compensated on a salary, fee or contractual basis): or (2) a territorial officer or employee and. as such, has: (i) familiarized itself with the provisions 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 ollicial capacity: and (iii) no financial interest in the Contract as that term is defined in section 11 01 (1) of’ said Code chapter. 21. NOTICE Any notice required to be given by the Terms of this Contract shall he 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 Comini ss io ncr Department of Property and Procurement 8201 Sub Base. Suite 4 St. Thomas Virgin Islands 00802 Gary Molloy. Commissioner Department of Labor 4401 Sion Farm-Christiansted St. Croix. VI 00820 CONTRACTOR Paul Toomey President Geographic Solutions. Inc. 1001 Omaha Circle Palm Harbor. FL 34683 Contract No. Contractor’s Initial_____________ P039DOLT22 OPCMR 22. LICENSURE The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits, permanent, temporary, or otherwise as required by Title 27 of the Virgin Islands Code: and (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda 1, 11 and Ill and Attachment A attached hereto are a part of this Contract and are incorporated herein by reference. 23. DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that it is eligible to receive contract awards using federally appropriated funds and that it has not been suspended or debarred from entering into contracts with any federal agency. The Contractor shall include this provision in each of its subcontracts hereunder and shall furnish its subcontractors with the current ‘LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT’. In the event the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor 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. 25. FALSE CLAIMS Contractor warrants that it shall not, \vith 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. 26. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds. Contractor warrants that it shall not, with respect to this Contract. make or present any claim Contract No. Contractor’s Initial_____________ P039DOLT22 ‘S OPCMR knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false. fictitious, or fraudulent claim is a federal offence. 27. INSURANCE Contractor shall maintain the following insurance cocrages 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 (S 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 ($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. 28. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A Ecsimile. electronic or digital signature on this Contract shall he deemed an original and binding LiO11 the Parties hereto. 29. MAINTENANCE OF CONFIDENTIAL INFORMATION Both Parties shall not, at any time, disclose or disseminate any confidential information to any person. firm or organization that does not need to obtain access thereto in connection with Government’s exercise of its rights under this Agreement. Government shall not disclose confidential information to any employee or agent of Government who does not, need to obtain access thereto in connection with Government’s exercise of its rights under this Agreement. Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to other non- parties to this Agreement of such confidential information as can he established to: (I) have been known publicly; (2) have been known generally in the industry before communication by the disclosing party to the recipient: (3) have become known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (4) have been known otherwise by the recipient before communication by the disclosing party: or (5) have been received by the recipient without Contract No. Contractor’s Initial______________ P039DOLT22 -i OPCMR any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of’ such information. 30. LIMITATION OF LIABILITY Government acknowledges and agrees that the consideration which Geographic Solutions. Inc.. is charging hereunder does not include any consideration for assumption by Geographic Solutions. Inc. of the risk of licensee’s consequential or incidental damages which may arise in connection with the services provided and/or licensee’s use of the program and documentation. Accordingly. licensee agrees that Geographic Solutions. Inc .. shall not be responsible for any commercial loss. inconvenience, loss of use. time. data, goodwill. revenues, profits or savings: or other special, indirect, or consequential damages in any way related to or arising from this agreement. the sale or use of the software, or the performance of services by Geographic Solutions, Inc.. pursuant to this agreement. Any provision herein to the contrary. notwithstanding the maximum liability of Geographic Solutions, Inc., to any person, lirm. ot corporation whatsoever arising out of or in the connection with any license. use. maintenance or other employment of any pmgram or documentation delivered to licensee hereunder, whether such liability arises from any claim based on breach or repudiation of contract. warranty, tort. or otherwise, shall in no case exceed the actual fees paid to Geographic Solutions. Inc. by licensee [‘or the use uI the program and documentation during the calendar year in which the conduct giving rise to the claim first occurred. The essential purpose of this provision is to limit the potential liability of Geographic Solutions. Inc. arising out ol’ this agreement. The parties acknowledge that the limitations set forth in this section are integral to the amount ol consideration levied in connection with the authorization to use the program and documentation and any services rendered and that. were Geographic Solutions. Inc.. to assume an further liability other than as set forth herein, such consideration would of necessity he set substantially higher. IN WITNESS WI-IEREOF. the parties have hei’eunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS __________________ _____ 12/06/2021 Gary M . Commissioner Date Department of Labor Anthony D. Thomas. Commissioner Date Department of Property and Procurement Contractor’s Initial Contract No. 1/25/2022 P039DOLT22 CONTRACTOR Paul Toornev President 12/3/2021 Geographic Solutions. Inc. Corporate seal, if (ontractor is a corporation) APPROVED AS TO LEGAL SUFFICIENCY I // DEPARTMENT OF JUSTICE BY: Date 01/24/2022 Kenneth R. Case, Esq. - Assistant Attorney General PUR( F1’\SE ORI)ER NO. ______ Department of Justice Contract No. i. Contractor’s Initial_____________ OPCMR \ P039DOLT22