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OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is made this__14th day of__September___, 2025, 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 Office of the Lieutenant Governor (hereinafter referred to as “Government” or “LGO”) and Foster Moore US, LLC (hereinafter referred to as “Contractor” or “Foster Moore”). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to implement high priority enhancements for the registries/modules for the Division of Corporations and Trademarks of the Office of the Lieutenant Governor, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.I.C. § 239(a)(8); and WHEREAS, the parties duly entered into a Professional Services Contract No. P127LTGT22, which expired on March 31, 2025, for the implementation of registries/modules for the Division of Notaries Public and Corporations and Trademarks through the Contractor’s proprietary Catalyst System; and WHEREAS, the Government requires additional modules/registries to be added to the Catalyst System; and WHEREAS, because the Contractor is proprietary owner of the Catalyst System which Office of the Lieutenant Governor utilizes, the Contractor is the only vendor capable of adding modules/registries to its proprietary Catalyst system; 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: DEFINITIONS The following terms will, unless the context requires otherwise, have the following meanings: 1. “Business Day” means any day that is not a Saturday or a Sunday and not a day observed as a statutory holiday in the United States Virgin Islands; PO95O0LGT25 \t\ Contract No. Contractor’s Initials: OPCMR 2. “Government Background IP” means any Intellectual Property owned by the Government that existed prior to the date of this Contract or that was conceived, created, developed or reduced to practice by or on behalf of the Government independently of thisContract or any other agreement between the parties; 3. “Confidential Information” means any information which is confidential in nature or disclosed in confidence to one party by or about the other party, including without limit information of a business, financial, technical or non-technical nature or otherwise and whether existing in hard copy form, electronically or otherwise, but does not include any information which is: a. on receipt by the recipient party, in the public domain or which subsequently enters the public domain without any breach of this Contract; b. on receipt by the recipient party, already known by that party (otherwise than as a result of disclosure by the other party); or c. at any time after the date of receipt by the recipient party, received in good faith by the recipient party from a third party without any breach of an obligation of confidentiality by that third party. 4. “Contract” means this contract for professional services, Including any Addenda and any Statements of Work; 5. “Data” means all data, content and information (including information about any identifiable, natural person) owned, held, used or created by or on behalf of the Government that is stored using, or inputted into, any Services enabled by the Licensed Software; 6. “Deliverables” means the result(s) that the Contractor will create or achieve for the Government, as specified in Addendum I (Scope of Services), which may be supplemented by a project plan, but excludes the Licensed Software, Licensed Software Documentation and maintenance services for the Licensed Software which is provided under separate license agreements; 7. “Facilities” means any items described as such in any project plan (including such things as workstations, computers, LAN access) to be provided by the Contractor or the Government as specified in a project plan; 8. “Intellectual Property” includes copyright, patents, designs, trademarks, trade names, goodwill rights, trade secrets, confidential information, know-how and any other intellectual proprietary right or form of intellectual property existing anywhere in the world and whether registered or not; 9. “Licensed Software” means the software licensed to the Government under one or more separate license agreements between the Government and Contractor or its licensor, and includes all patches, standard upgrades and revisions supplied by Contractor or its licensor under that or those license agreements. The license agreement for the Licensed Software for the Notary Public Register, which is being executed on or around the date of this Agreement, is attached to this Agreement for identification purposes (but, to avoid doubt, does not form part of this Agreement), PO950LGT25 \ \ Contract No. Contractor’s Initials: A OPCMR 10. “Licensed Software Documentation” means the Contractor’s current standard documentation for the Licensed Software (including all standard user manuals, operating manuals, technical manuals and any other instructions, specifications, documents and materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Licensed Software that are made available by Foster Moore to itsgeneral customer base); 11. “Project” means the totality of the work project described in the Scope of Services as supplemented by any Statements of Work; 12. “Services” means the professional services to be provided by Contractor to the Government as described in Addendum I (Scope of Services)’ 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 The term of this Contract shall be from April 1, 2025 to March 31, 2028. Upon the date of execution of this Contract by the Governor of the U. S. Virgin Islands, this Contract shall become effective for the Term set out herein. 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 TWO MILLION FIVE HUNDRED TWENTY THOUSAND SIX HUNDRED FORTY DOLLARS AND ZERO CENTS ($2,520,640.00) in accordance with the provisions set forth in Addendum Il (Compensation)attached hereto and made a part of this contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed_N/A ($ N/A). al PO950LGT25 Contract No. Contractor’s Initials: Zz OPCMR 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. Subject to Contractor’s ownership rights to licensed software and licensed software documentation, all documents, books, records, instructional materials, programs, printouts and memoranda of every description derived therefrom and 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. 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 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, which consent cannot be reasonably withheld or delayed. Contractor may subcontract or assign any part of the services under this Contract to other entities that are related to Foster Moore US, LLC and Foster Moore Group, without further consent from the Government. The Government may subcontract or assign any part of the receipt of the services or deliverables under this Contract to any person provided that person is not a competitor of Contractor. The Government will remain principally liable for the performance of any subcontracted or assigned obligations under or in connection with his Contract despite any subcontracting or assignment. \ Contract No. POSSOLGT25 Contractor’s Initials: \) : OPCMR 10. INDEMNIFICATION AND LIMITATION OF LIABILITY Contractor agrees to indemnify, defend and hold harmless Government from and against any and all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (including attorney’s fees) and causes of action of whatsoever character which Government may incur, sustain or be subjected to, arising out of bodily injury or damage to property connected to the deliverables to be provided by Contractor under this Contract infringing any third party’s intellectual property rights, in each case to the extent caused by Contractor’s negligence, wilful misconduct or fraud. The obligation to indemnify is subject to the Government (1) promptly notifying the Contractor of the potential loss, claim or proceeding, (ii) making no admission of liability and not otherwise prejudicing or settling the claim or proceeding without the Contractor'sprior written consent, (iii) allowing the Contractor to conduct and /or settle the negotiations and litigation relating to the loss, claim or proceeding and supplying information reasonably required for Contractor to do this, provided in all cases the Contractor shall (i) regularly consult Governmentand keep Government fully informed on the negotiations and litigation and the conduct of any defense, including meeting with the Attorney-General of USVI to discuss the matter on reasonablerequest; and (ii) ensure Government’s name and reputation are not adversely affected by any stepstaken by or on behalf of Contractor. Contractors maximum aggregate liability to the Government under or relating to this Contract shall be limited to 1.5 times (i.e. one and a half times) the total amount paid by the Government to Foster Moore under this Contract prior to the event giving rise to liability. In no event shall Contractor be liable to the Government for any (i) indirect, special, incidental, exemplary or consequential damages, or (ii) any loss of profits, revenue, savings, business, use, data, and/or goodwill, relating to or arising from Contractor’s performance under this Contract or Contractor’s breach of any provision or obligation under this Contract or arising from any cause of action under this Contract, including contract, warranty, tort, indemnity, or negligence. Notwithstanding any term or provisions in this Contract to the contrary, the limitation on Contractor's liability set out in the previous paragraph of this section shall not apply in the event of gross negligence, reckless conduct, or wilful misconduct on the part of the Contractor. 11. 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. 12. GOVERNING LAW 5 PO95OLGT25 \ Contract No. Contractor’s Initials: OPCMR This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 13. WAIVERS AND AMENDMENTS No waiver, 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 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. 14, 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. 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 the relevant payment due to Contractor, such sums as are proportionate to the non-performance 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. 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. OD PO95OLGT25 Contractor’s Initials: “= Contract No. OPCMR 17. TERMINATION Fither party will have the right to terminate this Contract with or without cause on ninety (90) days written notice to the other party specifying the date of termination. On termination, the Government will pay the Contractor for all Services and Deliverables provided (including work in progress Services and Deliverables performed and properly expended third party costs (e.g. hosting charges) up until the date of termination, provided that the total amount payable to the Contractor must not exceed the sum for the fixed price set out in Section 3 (“Compensation”) of the Contract. 18. 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 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 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 of termination, including payment for the period of the thirty (30) day notice. 19. 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. 20. CONFLICT OF INTEREST (a) Contractor covenants that it has no interest and will not acquire any interest direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. (b) Contractor further covenants that it is: (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 itself with the provisions of Title 3, Chapter 37 of the Virgin 7 — be PO950LGT25 ws Contract No. Contractor’s Initials: 7 21. 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: 22. LICENSURE The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise OPCMR 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. GOVERNMENT Lisa M. Alejandro Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Tregenza A. Roach, Esq. Lieutenant Governor of the US Virgin Islands 5049 Kongens Gade St. Thomas, V1 00802 CONTRACTOR Nigel Dasler Foster Moore US, LLC 5000 Centregreen Way Suite 160 Cary, NC 27513 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. Contract No. UO Contractor’s Initials: al Ne OPCMR 23. OTHER PROVISIONS Addenda I, II, Ill, IV, V and the License Agreement attached hereto are a part of this Contract and are incorporated hereinby reference. 24. 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, 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. 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 knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. 27. INSURANCE Contractor shall maintain the following insurance coverages during the term of this 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 9 PO950LGT25 Contract No. Contractor’s Initials: OPCMR 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. WARRANTY This is a fixed price contract for provision of services. Contractor warrants that it shall perform its services diligently, in good faith, and in a professional manner. Except for the warranties expressly set forth in this Contract, Contractor makes no other warranties, and expressly disclaims all other warranties, whether express or implied. In the event of a material breach of this warranty, the Government may seek any remedy available at law or equity, including monetary damages and return of fees paid to Contractor under this Contract. Prior to the Government exercising its right to seek any such remedy, Contractor shall be notified in writing and given thirty (30) days to cure the breach of this warranty and provide documentation thereof. The Government will not exercise its right to withhold without first providing Contractor an opportunity to cure. 29. DISPUTE RESOLUTION This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands without regard to conflict of laws principles. Any and all suits for the enforcement of this Contract or arising from any breach of this Contract shall be filed and maintained in a court of competent jurisdiction in the United States Virgin Islands. If any dispute occurs between the parties, they shall attempt in good faith first to resolve the dispute by negotiation initiated through the dispute resolution process set out below. Dispute Resolution Process (a) The party initiating the dispute (“the first party”) must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations. The other party must within 10 business days’ of receipt of the notice, give written notice to the first party naming its representative for the negotiations. Each representative nominated will have authority to settle or resolve the dispute. (b) If the parties are unable to resolve the dispute by discussion and negotiation within 20 business days’ of receipt of the written notice from the first party under clause (a), then the parties must 10 PO950LGT25 Ny Contract No. Contractor’s Initials: OPCMR immediately refer the dispute to mediation by one party notifying the other party in writing that the dispute is referred to mediation. The mediator shall be a mutually acceptable mediator in the United States Virgin Islands and selected from the American Mediation Institute. The mediator shall designate a place in the United States Virgin Islands for a meeting of the mediator with representatives of the parties. The cost of the mediator will be equally shared by the parties. (c) The mediation will be conducted in the United States Virgin Islands in accordance with the standard mediation rules of the American Mediation Institute. 30. FORCE MAJEURE Neither party is liable to the other for any failure to perform its obligations under this Contract to the extent the failure is caused by a Force Majeure Event. The party subject to a Force Majeure Event shall immediately notify the other party of the occurrence of such event and take all reasonable steps and best efforts to restore its ability to perform its obligations under this Contract. A “Force Majeure Event” is any event beyond the reasonable control of the parties that causes any failure to perform their respective non-monetary obligations, including but not limited to acts of God, acts of the public enemy, civil insurrection, war, riots, fire, flood, explosion, power outages, communication lines or internet failure, pandemic, strikes, lockouts or lawful acts of public authorities, which cannot reasonably be foreseen or provided against. 31. GOVERNMENT RESPONSIBILITIES (a) The Government shall cooperate with Contractor, including, without limitation, providing Contractor with reasonable facilities and timely access to data, information and personnel and other resources of the Government as needed so that the Contractor may perform the tasks as described in Addendum I (Scope of Services) and any Statements of Work. The Government shall be responsible for the performance of its personnel and agents and for the accuracyand completeness of data and information provided to Contractor for purposes of the performance of the Services. The Government acknowledges and agrees that Contractor’s performance is dependent upon the timely and effective satisfaction of the Government’s responsibilities hereunder and timely decisions and approvals of the Government in connection with the Services. Contractor shall be entitled to rely on all decisions and approvals of the Government. The Government shall be solely responsible for, among other things: (i) designating a competent management member to oversee the Services; and (ii) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities. (b) Where there is a change in the Government personnel involved in a Project, and such change in personnel results in delays and/or additional costs to Contractor in performing Contractor’s obligations under this Contract, Contractor shall provide thirty (30) days’ written notice to the Government of how Contractor may (if feasible) amend the project plan for the Project to reduce potential additional costs to both the Government and the Contractor. 11 Contract No. CASES Contractor’s Initials: 7 OPCMR 32. CHANGE CONTROL PROCESS No variation to the Deliverables or the Scope of the Services shall be made unless the parties have agreed to implement a Change Request in accordance with the following change control process: Either party may propose any variation to the Deliverables or the Scope of the Services. A request by a party must be in writing with reasonable detail, including any corresponding reduction in Deliverables or Services that the party proposes so as to ensure that the total cost payable for the providing the Deliverables and Services (as varied), including the cost of implementing any agreed Change Request, will not exceed the amount agreed by the parties as the fixed price sum for the Contract as set out in Section 3 (Compensation) of the Professional Services Agreement. Following a request by the Government, or at the time that Contractor submits a request,Contractor shall provide a proposal for the changes required, including as to the cost, time and scope of work required, to implement such request (if feasible). On receipt of the Contractor’s proposal, the Government will have ten (10) Business Days (or such longer time as set out in the proposal) to accept or reject the proposal. If both parties wish to proceed, the changes will be agreed in writing and recorded as an Amendment to this Contract executed in accordance with Section 13. Contractor will be entitled to charge actual, additional costs incurred by Contractor inassessing a variation proposed by the Government (and Contractor will provide such documentation as is available evidencing the additional costs) provided that the Fixed Price is notexceeded. 33. DELAY Unless expressly agreed otherwise in writing, timing for completion of a Project, and for achievement of Project milestones, as specified in the Scope of Services and any project plan is automatically extended by the following: (a) variations and change requests under the change request provisions - in respect of which the extension period matches the additional time required on the Project (and for achievement of Project milestones affected by the change request) as a result of the variation or change request; (b) delays by the Government in meeting the Government obligations under this Contract, delays by the Government in signing the license terms and conditions for the Licensed Software, and delays caused by the negligence or misconduct of the Government — in respect of which the extension period matches the duration of the delay; (c) delays caused by any suspension of the delivery of the Services or Deliverables by the Contractor in accordance with the terms of the Contract — in respect of which the extension period matches the period of the suspension; and/or 12 er PO950LGT25 \ Contract No. Contractor’s Initials: OPCMR (d) delays caused by a Force Majeure Event (as that phrase is defined in Section 30) — in respect of which the extension period matches the period of the delay, provided that the automatic extension under this clause does not result in the Term of the Contract extending past the time set forth in Clause 2 (“Term and Effective Date”). Where clause (a), (b), (c) or (d) applies (“Delay Event”) and the Delay Event results in (i) additional costs to Contractor in performing Contractor’s obligations under this Contract, or (ii) would result in the Term of the Contract extending past the fixed time for performance, Contractor may on notice to the Government, amend the charges payable by the Government to reflect actual, additional costs incurred by Contractor as a result of the Delay Event (and Contractor will provide such documentation as is available evidencing the additional costs) and propose a Change Request under the change request provisions to reflect any change reasonably necessary (including a reduction in the scope of the Services and Deliverables) to ensure that the total cost and time of providing the Services and Deliverables does not exceed the Compensation stated herein, or the Term, and the Government may not unreasonably withhold or delay consent to such a Change Request. 33. CONFIDENTIAL INFORMATION Since this Contract includes proprietary intellectual information, each party agrees to keep confidential at all times all Confidential Information disclosed to it by or about the other party, and as set forth in accordance with Addendum V (“Intellectual Property and Data & Third Party Products”). Each party will ensure that all Confidential Information of the other party is protected at all times from unauthorized access or use by, or disclosure misuse, damage or destruction by any person. Both the Government and the Contractor covenant that each will only disclose the other party’s Confidential Information to its personnel or professional advisers on a “need to know” basis and, in that case, ensure that any personnel or professional adviser to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of this clause. 34. WARRANTIES BY CONTRACTOR (a) Contractor warrants that the Deliverables supplied under Addendum I (Scope of Services) will substantially conform to the description and specifications for those Deliverables for ninety (90) days following completion and acceptance of the module as outlined in Addendum I. This warranty does not apply: a) if the Deliverable is not used in accordance with any documentation or other reasonable instructions provided by the Contractor, b) if a defect is caused by any modification to the Deliverables (except for modifications made by Contractor), c)if the Deliverable is used with any third party products not recommended or approved by Contractor, (d) if the Deliverable is based on reasonably detailed designs, specifications or other information provided by or at the direction of the Government, or (e) if the Deliverable is used 13 Contract No. POSSOLGTZS Contractor’s Initials: _- he OPCMR other than for the purposes contemplated by this contract. In order to make a claim under this warranty, the Government must notify Contractor in writing within the ninety (90) day warranty period, providing details of the non-conformance. If the warranty claim is accepted by Contractor, Contractor will remedy the non-conforming Deliverable so that it meets the warranty. (b) Any warranties made to the Government under this Contract extend solely to the Government and may not be relied on by any third party. 35. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. (Intentionally Left Blank - Signature Page Follows] 14 PO95OLGT25 Contract No. Contractor’s Initials: M) OPCMR IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written, WITNESSES: VIRGIN ISLANDS Let A OF i [le E vaimaco Asta 4b /poZs za J . Roach yé Date Coser init ie Office of the Lieutenant Governor dapeldin A Hyun (ia EE, 08/25/2025 K/ | Lisa M. eas Cummins Date Department of Property and Procurement C TRACTOR cmmnjeimeneems 82D01F4D7" JDC4003D874CE39E52EFSA contract 02/06/2025 BSD2CEOFOS4EQA2DE contractwerks Jacqueline Chang Nigel Dasler, Managing Director, Foster Moore Date CFO Foster Moore (Corporate seal, if Contractor is a corporation) APPROVED BIS Date dul Honorable Albert Bryan Jr GOVERNOR OF THE U.S. VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENC DEPARTMENT OF JUSTICE BY: Ss Mat Mince Date 09/12/2025 PURCHASE ORDER NO Contract No PO95OLGT25 =: i)