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CONTRACT FOR PROFESSIONAL SERVICES cmmdetnis QUOT ae THIS AGREEMENT is madethis__y day of. ,2017,intheTerritory of the Virgin Islands, by and between the Governmentofthe V irgin Islands, Department of Property and Procurement, on behalf of the Department of Public Works-VITRAN (hereinafter referred to as "Government") and RouteMatch Software, Inc. (herein referred to as "Contractor") WITNESSETH: WHEREAS, The Government is in need of the services of a Contractor to supply and installan Intelligent Transportation System (ITS}, Automated DataProcessing(AD)and Hardware/Software, whichdutiesandresponsibilitiesaremoreparticularly describedin Addendum I (Scope of Work) attached hereto; and WHEREAS, The Contractor represents that it is willing and capable of providing such services; NOW, THEREFORE, in consideration of the mutual covenantshereincontained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES The Contractor will provide the services described in Addendum | (Scope of Work) attached hereto and made apartof this contract. 2, TERM ThisContract shall commence uponthe execution of this Contractbythe Governorof the Virgin Islands and shall terminate 730 days thereafter. Notwithstanding the foregoing, the terms and conditions listed as Exhibit B within Addendum III, inclusive ofthe Government ofthe Virgin Islands' perpetual right touse thesoftwareprovidedbyContractorsolongastheGovernment complies with the terms and conditions contained therein, shall survive termination of the Agreementunlessindependently and separately terminated. Furthermore, the Governmentofthe VirginIslandsmay electto continuetorenewthisContractfor additionalone(1)yeartermsata price to be mutually agreed upon. The Parties acknowledge that nothing within this agreement as written binds the Governmentofthe Virgin Islands to procure such Support Services or Hosting Services, but the Government ofthe Virgin Islands shall be responsible for hosting and maintaining the Software should it elect not to proceed with such Services after Year 2. RFP#029-2014(5) , PO 4] DPW TV? Contract# ae 4 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum | (Scope of Work), agrees to pay Contractor the sum of Five Handred Seventy Eight Thousand Nine Hundred Sixty Five Dollars and Zero Cents ($578,965.00) in ueccordance with the provisions sei forth in Addendum 1! (Compensation) to include travel expense attached hereto and made a part of this contract. 4, TRAVEL EXPENSES C€® included within the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence. lodging and other truvel expenses, while in travel status. for ips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed Forty-Five Thousand Six Hundred Twenty-Three and Zero Cents ($ 45,623.00). 3. 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 stencdards applicable to its profession and to consultants doing business in the United States Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional matertals, 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 he used by Contractor or by any other person or entity except upon the written permission of the Government. 8. LIABILEPY OF OTHERS Nothing im this Contract shall be constrind fo impose any abiicy upon the Government to persons, firms, associaulions, or corporations engaged by Cantracior as servants, agents, or independent contractors, or in any other capacity whatsoever, cr make Government liable to nay such persons, firms, associations or corporations for the acts, omissions, liabilities, obligations and taxes of Contractor af whatsoever nature. including but not limited to unemployment insurance and social security taxes for Contractor, iis servants, agents or independent contractors. PO41 Dp WTIz, REPS 029-2014(5) Z Contract# ce 9. ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this Contract without prior written consent of the Government. 10. INDEMNIFICATION Contractor agrees to investigate, defend and hold harmless Government from and against any and all loss, damage, liability, claims, demands, detriments, cost, charges and expense (including attorney's fees) and causes of action of whatsoever character which Government may incur, sustain or be subjected to, arising out of or in any way connected to the negligent performance by Contractor under this Contract and arising from any cause, except the sole negligence of Government. 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 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 ANDAMENDMENTS 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 Contract constitutes the entire agreement between the parties hereto, and all prior understandings or communications, written or oral, with respect to the Project which is * the subject matter of this Contract, are merged herein. = 15. RIGHT TO WITHHOLD (f 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 RFP# 029-2014(5) 3 P 0 4 ] D P. W T 1 (, \ Contract# sums as Government may deem ample to protect it against loss or to assure payment of claims arising therefrom, and, at its option, Government may apply such sums in such manner as Government may deem proper to secure itself or to satisfy such claims. Government will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. No such withholding or application shall be made by Government if and while Contractor gives satisfactory assurance to Government that such claims will be paid by Contractor or its insurance carrier, if applicable in the event that such contest is not successful. 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on 60 days’ written notice to the other party specifying the date of termination. 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. 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 60 day notice. 19. NONDISCRIMINATION 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: (4) not a territorial officer or employee (i.e., The Governor, Lieutenant Governor, member of the Legislature, or any other elected official; or an officer or employee of the legislative, executive or judicial branch of the Government or any agency, RFP# 029-2014(5) 4 Contract# PO41 DP HTI7 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: 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; Not made, negotiated orinfluenced this Contract, in its official capacity; No financial interest in the Contract as that term is defined in section 1101 (1) of said Code chapter. The effective date of this Contract shall be the day of execution of the Contract by the (i) (ii) (iii) 21. EFFECTIVE DATE Governor. 22.NOTICE Any notice required to be given by the Terms of this Contract shall be deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT CONTRACTOR RFP# 029-2014(5) Timothy Lake Acting Commissioner Department of Property and Procurement Subbase, Building No. 1, Third Floor St. Thomas, VI 00802 Gustav James Commissioner Department of Public Works 6002 Annas Hope Christiansted, St. Croix, VI 00820-4428 RouteMatch Software, Inc. Attn: Director of Business and Legal Affairs 1201 W Peachtree Street NW 5 Contract# PO41DPWT17 Suite 3300 Atlanta, GA 30309 23. LICENSURE The Contractor covenants that it has: (a) 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. 24. OTHER PROVISIONS Addenda I (scope of work), IT (compensation), ITI (General Provisions, Certifications, Assurances, Warranties and Special Conditions) and IV (Software Agreement) attached hereto are incorporated herein by reference. 25. 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. 26. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, or any officer, department, board, commission, or other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious, fraudulent claim is an offence under Virgin Islands law. 27. 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 PO41DPWITI?. RFP# 029-2014(5) Contract# acknowledges that making such false, fictitious, or fraudulent claims is a federal offence. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: | 4 a buck LOL AY GOVERMENT OF THE VIRGIN ISLANDS 2/gl20:7 Date zo Feb (7 Date Timothy Lake, Commissioner, Acting Department of Property and Procurement CONTRACTOR lige — = 2/2/2014 Bahman Irvani, Chief Executive Officer Date Clay Davidson RouteMatch Software, Inc. Kenneth E.!Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY; ‘ Date: 2/ @/2of + PURCHASE ORDER NO. CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of Contract No . entered into between the Department of Property and Procurement and RouteMatch Software, Inc. Timothy Lake - Commissioner , Acting Department of Property and Procurement P 0 41D Pp WT ] rf ; RFP# 029-2014(5) 7 Contract#