2001 m street nw, suite 3000, washington dc …itsa.ostglobal.com/documents/itsa subcontractor...

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2001 M STREET NW, SUITE 3000, WASHINGTON DC 20036 • T:202.466.8099 • F:202.466.8088 • WWW.OSTGLOBAL.COM

Subcontractor Vendor Agreement

SUBCONTRACTOR AGREEMENT

This Subcontractor Agreement (“Agreement”), dated ______________, is entered into between ______________

("Subcontractor"), located at ______________ Telephone # ________ ID # ____________ and OST, Inc. a District of

Columbia Corporation (“Prime Contractor” or “OST”), with offices at 2001 M Street, NW. Suite # 3000, Washington,

DC 20036 , tax identification number 52-217-5314 (together, the “Parties”).

1. OVERVIEW

The Prime Contractor is under contract DCTO-2008-C-0135 (“Contract”) with the District of Columbia (“End

Customer” or “District”), to supply products or services to the District. The Subcontractor is an independent

contractor interested in supplying personnel as a direct source of technical talent in order for the Prime

Contractor to perform the contract. The relationship of Subcontractor and Prime Contractor is independent, and

no employee-employer relationship exists between the parties. Each request for personnel will be sent to ALL

Subcontractors, but it will be a business decision of each Subcontractor whether to participate in ANY or ALL

of the requests. The term of the subcontract shall be from the date of final signature to August 19, 2009, and

may be renewed at the option of the Prime Contractor for four (4) one-year periods, as described in Paragraph

2.

A. Scope

The tasks to be performed by Subcontractor for Prime Contractor under the terms of this Agreement are to

assist the Prime Contractor in performing the contract. Staff Augmentation services are the goals of the District

of Columbia; and OST is to provide personnel as directed. The categories of labor and ceiling prices are set

forth in this document.

B. Definitions

The following terms are used throughout this contract:

i. A Candidate is a person whose resume is submitted by a Subcontractor to fulfill a specific Requirement.

ii. A Candidate Submission Form consists of information about the Candidate entered into Peopleclick,

including the Candidate’s resume and the application form describing the Candidate.

iii. A Resource is a Candidate who is hired under this contract.

iv. A District Program Manager is a District Full Time Employee (FTE) authorized by the District to make

hiring decisions under the Contract.

v. A Requirement is a request for a Resource.

vi. The ITSA Subcontracting Vendor Network consists of all Subcontractors with active Subcontracts under

the ITSA Contract.

vii. Peopleclick is the Vendor Management System (VMS) that the Parties and the End Customer will use to

conduct and record major operations under this Agreement, including, among other things, publishing

Requirements to Subcontractors, receiving Candidate resumes from Subcontractors, recording Candidate

evaluations by the End Customer, and selecting Resources.

C. Performance Measures

The Prime Contractor shall use Performance Measures set forth in Paragraph 9 to determine the Subcontractor’s

continued eligibility to participate in the Agreement.

D. Job Categories and Rates

The Resource(s) provided shall conform to the descriptions, prices and requirements set forth in the paragraphs

1.E.i, 1.E.ii, and 1.E.iii.

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E. Job Categories, Technology Types, and Not-to-Exceed Rates

i. Job Categories

The following table defines the job categories, levels, experience, specific titles and job functions to be used by

the End Customer, Prime Contractor, and Subcontractors to request and provide Resources.

Job Category Level Experience Specific Titles Job Functions

Business Analyst

1 0-2 years

Works under supervision of lead

Business Analyst, Requirements Analyst, Data Analyst, Report Designer, GIS Analyst, GIS Technician, PeopleSoft Analyst, Security Analyst, Compliance Analyst, Forensics Analyst, Telecom Analyst, Financial Analyst

Meets with customer and reads designs and uses software tools to gather requirements, analyze needs, identify risks, propose designs, write documentation, and carry out financial analysis.

2 2-4 years

Limited supervision

3 4-7 years Senior [Business Analyst specific title]

Senior Consultant, PeopleSoft SME, Site Acquisition Consultant

Subject matter expert or executive consultant working independently to consult with managers on strategies and processes. 4 8-12 years

5 12+ years

Technical Writer

1 1-3 years Technical Writer, Web Editor, Graphic Designer, GUI Editor, Grant Writer

Creates, edits, or designs content, such as documentation, designs, web pages, publications, presentations, reports, or graphics.

2 4-7 years

3 8+ years Senior [Technical Writer title], Lead [Technical Writer title], Documentation Lead

Trainer 1 1-7 years Software Trainer Creates training materials, delivers training, and manages training program. 2 8+ years Senior Software Trainer Training Lead

Quality Assurance

1 1-3 years Tester, QA Analyst Software testing and quality assurance through script writing, execution, and tracking.

2 4-7 years

3 8+ years Senior Tester, Senior QA Analyst, Test Team Lead, QA Consultant

Administrative Support

1 1-7 years Project Administrator, Administrative Assistant, Payroll Assistant, Financial Assistant

Administrative support functions, including data entry, plan tracking, and basic task assignments.

2 8+ years Project Coordinator

Project Manager

1 1-3 years Project Manager, Deliverables Manager, QA Manager, Implementation Manager, Customer Support Manager, Critical Event Manager, Technical Project Manager, Wireless Manager, Network Operations Manager, Construction Manager, Facilities Improvement Manager

Manages functional teams, technical teams, budgets, vendor/client relationship, and work plans for development projects, implementations, network functions, or support services. Identifies and manages risk. Reports status to executives.

2 4-7 years Senior [Project Manager title]

3 8+ years Program Manager, Engagement Manager

Architect 1 1-7 years Technical Architect, Data Warehouse Architect, Network Architect

Designs and builds databases, data warehouses, or networks, including data acquisition, conversion, and interfaces. Optimizes organizational goals through enterprise standards.

2 8+ years

Database Administrator

1 1-3 years DBA, GIS DBA, Data Warehouse Administrator, BusinessObjects Administrator

Database management through maintenance of data dictionaries, data models, performance tuning. Coordinates database changes and tests.

2 4-7 years

3 8+ years Senior [DBA title]

System 1 1-3 years Search Engine Administrator, Installs, configures, and supports an

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Job Category Level Experience Specific Titles Job Functions

Administrator 2 4-7 years Application Administrator, System Administrator, GIS System Administrator, Active Directory Administrator, Server Administrator, UNIX Administrator, NMS Administrator

application, system, or network (LAN, WAN, etc.) Monitors applications for availability and performance. May carry out security analysis or implement security measures.

3 8+ years Senior [System Administrator title], [System Administrator title using Engineer in place of Administrator]

Engineer label reserved for certifications.

Developer 1 1-2 years Web Developer, .NET Developer, GIS Web Developer, GIS Desktop Developer, PeopleSoft Developer

Translates requirements into code or configuration using software tools/integrated development environments (IDEs).

2 3-7 years

3 8-11 years

4 12+ years or certification

Senior [Developer title], [Developer title using Engineer in place of Developer], Developer Lead, Technical Lead

Engineer label reserved for certifications.

Network Technician

1

1-3 years Network Technician, LANDesk Technician, Wireless Technician, NOC Analyst

Installs networks and network technologies. Assesses configurations and recommends products based on specifications. Configures equipment and software, trains others, and documents solutions Assists with network design. Experienced n technical services and administration (DHCP, DNS, routers, firewall, etc.).

2 4-7 years

Network Engineer

3 8+ years Network Engineer, LANDesk Engineer, Backup Engineer, Firewall Engineer, Security Engineer, Anti-Virus Engineer, SAN Engineer, VPN Engineer, Wireless Engineer

Customer Support

1 1-3 years Dispatcher, Support Technician, Application Technician, Field Support Technician, Voice Field Technician

Provides customer or technical support by collecting trouble tickets, analyzing issues, carrying out solutions, escalating issues, and tracking to completion.

2 4-7 years

3 8+ years Customer Support Lead

ii. Technology Types

End Customer will identify the main technology or skill that applies to their placement requests. Each

technology or skill belongs to a Technology Type, which identifies the market premium or discount that will

apply to the particular placement for the job category, according to the definitions in the following table:

Technology Type

Definition

Legacy Technologies or skills that are mature and long-lasting in the marketplace. There is generally a higher supply and lower demand for people with the technologies or skills.

Core Technologies or skills that are currently commonly found in the marketplace. There is generally an average supply and demand for people with these technologies or skills.

Emerging Technologies or skills that are new or specialized in the marketplace. These may involve a unique or high level of technical complexity. There is generally a higher demand and a lower supply for people with these technologies or skills.

The following table defines the technology examples for each technology type that will be used for this

contract.

Technology Type

Technology Examples

Legacy 4GL programming with PL/SQL, AS/400, CICS, COBOL, Database–mainframe, DB2, DC/DB2, GIS-Digitizing/Scanning/Data Collection, IMS DB/DC, ListServ, Performance Monitoring–mainframe, SAS, SMS & AIX Platform, TSO, Unisys, Visual FoxPro, Visual Source Safe, PowerBuilder, NATURAL & ADABAS, MS Visio, process modeling, MS PowerPoint, MS Excel

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Technology Type

Technology Examples

Core .Net, Visual Studio .Net, ASP.Net, ASP, CADD, Checkpoint Firewall, Cisco, Client Server OS, Cold Fusion, Database - Client Server, DSF, Encryption, Flash, FormWare, GIS - Programming/Analytical (C/S, Web-Deployment), ESRI, ARINFO, Host Publishing, Imaging Systems (Onbase, Key File, Info Image), Intelligent Transportation Systems (ITS) (Traffic congestion, weather monitoring, programmable signing, pavement sensing, etc.), IQU+1, ISA, Java, JavaScript, JSP, LAN/WAN Support, Lotus Domino, MS ActiveX, MS Access, MS Front Page, MS Project, SQL Server, Netegrety Siteminder, Oracle, Performance Monitoring – C/S, PL/SQL, Visual Basic, Remedy, Security (encryption), Web (Visual Source Safe, Accessibility Standards (ACC Verify, MacroMedia, 506), DreamWeaver, & Homesite, Photoshop, Fireworks, Paint Shop Pro), SOAP, Windows XP, XML (XML, Spy, Data Base Schemas & support, & XSLP), Database - Mixed Platform, Servlets, Reporting Tools (e.g., Crystal), OmniPage ProTesting Tools (LoadRunner/WinRunner), Accessibility Standards (ACC Verify, MacroMedia, ITB 508), Adobe Acrobat, C/C#, Com/ Com+/DCOM, Data Modeling, SQL, Capacity Planning, Business Process Reengineering, Joint Application Development/Rapid Application Development

Emerging Sightline, Cognos, Data Center (Unisys OEM), data warehouse, EC/EDI, FileNet, GIS – Infrastructure, SAP/PeopleSoft any ERP, SMS 2003, Websphere/MQ Series, Analytical & Technical Architecture (Business Process Mapping w/UML, Enterprise Architect .Net Microsoft, & Enterprise Architect Sparxsystems), Middleware (Open Distributed Transaction Integrator (ODTI, Unisys), WebMethods 6.1, publish Subscribe, Data Transformation, Asynchronous Messaging, & Trading Networks suite, Tivoli, Veritas, Business Process Management (complete suites of tools for managing business processes & automated systems supporting those processes.)

iii. Not-to-Exceed Rate per Job Category and Technology Type

The following rates are the maximum rates that may be submitted by a Subcontractor for a Candidate for each

Job Category and Technology Type shown in the table below.

Job Category Not-To-Exceed Rate/Hour

Legacy Core Emerging

Business Analyst 1 $ 50.26 $ 50.26 $ 55.29



Business Analyst 4 $ 73.50 $ 73.50 $117.13

Business Analyst 5 $ 79.14 $ 79.14 $175.00

Technical Writer 1 $ 40.05 $ 40.05 $ 40.05



Trainer 1 $ 48.05 $ 48.05 $ 48.05

Trainer 2 $ 58.18 $ 58.18 $ 58.18

Quality Assurance 1 $ 52.03 $ 52.03 $ 52.03



Administrative Support 1 $ 37.62 $ 37.62 $ 37.62

Administrative Support 2 $ 43.01 $ 43.01 $ 43.01

Project Manager 1 $ 64.66 $ 64.66 $ 64.66

Project Manager 2 $ 76.16 $ 76.16 $ 76.16

Project Manager 3 $ 93.78 $ 93.78 $145.59

Architect 1 $ 72.32 $ 72.32 $ 72.32

Architect 2 $ 93.63 $ 93.63 $111.90

Database Administrator 1 $ 58.52 $ 58.52 $ 58.52

Database Administrator 2 $ 69.95 $ 69.95 $ 69.95

Database Administrator 3 $ 84.06 $ 84.06 $108.34

System Administrator 1 $ 51.72 $ 51.72 $ 51.72

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Job Category Not-To-Exceed Rate/Hour

Legacy Core Emerging



Developer 1 $ 51.76 $ 51.76 $ 51.76

Developer 2 $ 65.24 $ 65.24 $ 65.24

Developer 3 $ 73.42 $ 73.42 $ 73.42

Developer 4 $ 84.05 $ 94.99 $ 94.99

Network Technician 1 $ 44.60 $ 44.60 $ 44.60



Customer Support 1 $ 37.03 $ 37.03 $ 37.03



2. TASK, STARTING DATE, TERM AND WORKPLACE

A. Tasks

The work (the "Tasks") to be performed by Subcontractor, providing the categories of labor available for the

End Customer for Prime Contractor along with first year not-to-exceed rates, is described in Paragraph 1.E.iii.

Not-to-exceed rates shall be adjusted on an annual basis as provided by the Prime Contractor. The workplace

for the Resource obtained under this Subcontract shall be at the End Customer site unless otherwise specified in

the task order authorizing the work

B. Initial Term

The initial term of the Agreement shall be from the date of the final signature (“Effective Date”) to August 19,

2009, subject to the Prime Contractor’s option to extend the term of the Agreement in accordance with

Paragraph C below.

C. Option to Extend Agreement

The Parties may, by mutual consent, extend the term of the Agreement. Each extension may be less than or

equal to one (1) year from the expiration of the previous term. Either Party may notice the other.

The prices for the extension period shall be set as specified in the Contract.

The total duration of this Agreement, including any extensions under this provision, shall not exceed the initial

term plus four (4) years.

3. COMPENSATION TO SUBCONTRACTOR

The Prime Contractor shall pay to Subcontractor the hourly rate the Subcontractor offered for each Resource

multiplied by the number of hours approved by the End Customer. This amount shall be all-inclusive and shall

not be increased by any amount.

Notwithstanding the foregoing, in no event shall the fees payable to Subcontractor on any task order exceed the

designated maximum amount specified in each task order without the express written consent of Prime

Contractor. Subcontractor shall abide by Wage Determination 2005-2103 revision 5 or any updated wage

determination set forth in any modification to the contract between the Prime Contractor and the District of

Columbia.

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4. TIME REPORTING AND INVOICES

A. Time Reporting

Subcontractor shall require each Resource to report hours worked according to instructions from the Prime

Contractor.

B. Invoices

Subcontractor shall email invoices to the Prime Contractor based on the schedule provided by the Prime

Contractor and published at itsa.ostglobal.com.

Prime Contractor will send email notices providing instructions on how to create and submit the E-Invoice.

Emailed invoices shall be sent to [email protected].

A signed copy of each invoice shall also be mailed to:

OST Inc.

Attn: ITSA Coordinator

2001 M St NW, Suite 3000

Washington DC 20036

Prime Contractor shall pay correct invoices electronically within 7 calendar days after Prime Contractor’s

receipt of payment from the End Customer.

5. CBE STATUS AND TAX CERTIFICATION

The Subcontractor shall provide certification to the Prime Contractor when requested but no less than once

yearly that said Subcontractor is in good standing with the District of Columbia as to the CBE status of said

company and that they remain in good standing with the District Office of Tax and Revenue (OTR). Said

certifications shall be presented to the prime contractor at the beginning of each calendar year and shall certify

for the future year.

Each Subcontractor has a duty to report any change in status to the Prime Contractor and provide a date when

the problem will be completed to the satisfaction of the District of Columbia. In the interim period said

Subcontractor is ineligible to provide new resources under this Agreement. Failure to report a change in status

shall be grounds for termination.

6. ELIGIBILITY TO RECEIVE REQUIREMENTS

The ITSA Subcontracting Vendor Network will be administered by Prime Contractor.

For each Requirement, Prime Contractor will first solicit Candidates only from Certified Business Enterprise

(CBE) Subcontractors in Active Status as defined in the Performance Standards of Paragraph 9. Each CBE may

submit only one candidate per Requirement. The End Customer at its sole discretion may select a Resource

from the Candidates submitted. If the End Customer does not select a Resource, then the Prime Contractor may

re-solicit Candidates and may solicit from both CBE and non-CBE Subcontractors. The Prime Contractor will

only solicit Requirements from non-CBE Subcontractors at the direction of the End Customer.

Subcontractors shall obtain permission from each Candidate to submit the Candidate’s resume and shall make

reasonable efforts to ensure that the candidate is available for interview with and service to the End Customer.

7. HOURS OF OPERATION

Standard working hours for Prime Contractor are Monday – Friday, 8:00 AM – 6:00 PM, not including

District of Columbia holidays.

8. SUBMISSION OF CANDIDATE RESUMES

Prime Contractor shall release all Requirements to Subcontractors using Peopleclick.

Prime Contractor shall identify each Requirement as Normal or Urgent, at the direction of the End Customer.

mailto:[email protected]

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For a Normal Requirement, Subcontractors must submit Candidate resumes through Peopleclick by 6:00 PM

on the third working day following the release of the Requirement in order for the Candidate to be considered

by the End Customer. For an Urgent Requirement, End Customer may determine a shorter submission deadline,

such as 24 hours.

9. PERFORMANCE STANDARDS

A. Performance Evaluation Periods

Prime Contractor shall review the performance of Subcontractor quarterly.

B. Performance Evaluation Requirements

Subcontractor shall meet the following requirements:

(1) Subcontractor shall meet deadlines for Candidate Submission Forms.

(2) For each Requirement, Subcontractor shall only submit a Candidate who possesses the qualifications

that End Customer identifies as “Required.”

(3) Subcontractor shall use reasonable efforts to ensure the truthfulness of each Candidate Submission

Form.

(4) Subcontractor shall use reasonable efforts to ensure that each Candidate meets scheduled interviews.

(5) Subcontractor shall use reasonable efforts to ensure that each selected Resource reports for work as

scheduled.

(6) Subcontractor shall submit accurate and timely invoices.

(7) Subcontractor shall ensure timely and accurate submission of weekly timesheets by each Resource of

Subcontractor.

(8) Subcontractor shall use reasonable efforts to ensure End Customer satisfaction with the job

performance of each Resource.

(9) Subcontractor shall ensure that each Resource provides Prime Contractor with two weeks advance

notice of resignation.

C. Infractions

Prime Contractor will measure Subcontractor performance against the requirements in section B above

according to the Minor and Major Infractions below:

i. Minor Infractions

(1) Each time Subcontractor submits a Candidate who does not possess all qualifications defined as

“Required” by the End Customer

(2) Each time Subcontractor submits a Resume without using the ITSA Resume Template, available at

itsa.ostglobal.com

(3) Each time a Resource submits a timesheet that is late or inaccurate

(4) Each time Subcontractor submits an invoice that is late or inaccurate

ii. Major Infractions

(5) Each time a Candidate fails to participate in a scheduled interview without notice to the Prime

Contractor

(6) Each time a Resource fails to report for work as scheduled without notice to the Prime Contractor

(7) Each time the End Customer evaluates a Resource as below satisfactory

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(8) Each time the End Customer requests removal of a Resource due to unsatisfactory performance

(9) Each time a Resource resigns without two week advance notice unless the resignation is caused by

reasonably unforeseeable circumstances such as death or serious illness

D. Scoring of Accumulated Infractions and Conversion to Inactive Status

Over the Term of the Agreement, a Subcontractor that accumulates

5 Minor Infractions OR

2 Major Infractions OR

1 Major Infraction and 3 Minor Infractions

in a single quarter will incur the following:

First Time – Prime Contractor shall counsel Subcontractor on ways to improve performance.

Second Time – Prime Contractor shall place a warning in Subcontractor’s file.

Third Time – Prime Contractor shall place Subcontractor in Inactive status for 3 months.

Fourth Time – Prime Contractor shall place Subcontractor in Inactive status for 6 months.

Fifth Time – Prime Contractor shall terminate the Agreement.

E. Active and Inactive Status

Active status means that Subcontractor is eligible to receive Requirements, submit Candidates, and supply

Resources.

Inactive status means that Subcontractor is not eligible to receive Requirements or submit Candidates.

10. BACKGROUND CHECK

A. Requirement for Background Check

Subcontractor shall arrange for a background check to be completed for each Resource before the Resource

begins work for the End Customer. Background checks shall be at Subcontractor’s expense.

Each background check must address the following categories:

(1) Criminal record at local, state, and federal levels

(2) Education record – degrees and certifications

(3) Professional credentials

(4) Personal references

(5) Military record

(6) Credit reports

(7) Social Security traces

(8) Sex offender registry

Certain agencies of End Customer may require background checks to address additional categories. End

Customer will identify these additional categories in the Requirement.

End Customer will define standards for passing the background check. Prime Contractor shall publish End

Customer’s standards to Subcontractor at itsa.ostglobal.com.

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B. Certification of Background Check

Before the scheduled date for each Resource to start work with the End Customer, Subcontractor shall certify to

Prime Contractor that the Resource has passed the background check, or shall notify Prime Contractor that the

Resource has failed the background check.

If any Resource fails the background check, the Resource shall be ineligible to work for the End Customer, and

Prime Contractor shall cancel the selection of the Resource.

C. Audit of Background Checks

Subcontractor shall maintain records of background checks and make them available to Prime Contractor for

inspection at the discretion of Prime Contractor.

If Prime Contractor determines that any Resource failed the background check, Prime Contractor shall

immediately remove the Resource from work with the End Customer.

D. False Certification, Failure to Notify, and Termination of Agreement

Failure to notify Prime Contractor that a Resource has failed a background check or falsely certifying that a

Resource has passed the background check shall be grounds for termination of the Agreement.

11. COVENANTS

A. Covenant Not to Disclose Confidential Information

During the Term and following termination of this Agreement, the Subcontractor agrees that, without the prior

written consent of the Prime Contractor, it will not use or disclose to any person, firm, association, partnership,

entity or corporation, any confidential information concerning: (i) the business operations or internal structure

of the Prime Contractor; (ii) the Customers of the Prime Contractor; (iii) the financial condition of the Prime

Contractor; and (iv) other confidential information pertaining to the Prime Contractor, including without

limitation, trade secrets, technical data, marketing analyses and studies, operating procedures, customer and/or

inventor lists, or the existence or nature of any of the Prime Contractor's agreements (other than this Agreement

and any other option or compensation related agreements involving the Subcontractor); provided, however, that

the Subcontractor shall be entitled to disclose such information: (i) to the extent the same shall have otherwise

become publicly available (unless made publicly available by the Subcontractor); (ii) during the course of or in

connection with any actual or potential litigation, arbitration, or other proceeding based upon or in connection

with the subject matter of this Agreement; (iii) as may be necessary or appropriate to conduct the

Subcontractor’s duties hereunder, provided the Subcontractor is acting in good faith; or (iv) as may be required

by law or judicial process.

B. Covenant Not to Hire Other ITSA Resources or Prime Contractor Staff

Subcontractors shall not solicit for employment or hire any Resource of any other Subcontractor or the Prime

Contractor already placed in a position under the ITSA Contract, without written consent of the other

Subcontractor or the Prime Contractor, as the case may be.

During the Term and for a period of one (1) year from the date of termination of this Agreement, Subcontractor

shall not, without the express written consent of the Prime Contractor, directly or indirectly solicit or induce any

of the Prime Contractor’s ITSA professional staff (not including placed Resources) to leave such employ or

service for employment with the Subcontractor or any business with which the Subcontractor is affiliated.

This Agreement in no way prohibits Subcontractors from bidding on any District solicitation.

C. Covenant Not to Hire Subcontractor Resources

At the termination or expiration of this Agreement, each Resource shall remain an employee or independent

contractor of Subcontractor. Prime Contractor shall refrain from engaging or hiring Subcontractor Resources

for one (1) year following the termination or expiration of this Agreement.

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12. OWNERSHIP OF MATERIALS RELATED TO TASKS

All ideas, know-how, processes, information, drawings, documents, designs, models, inventions, copyrightable

material and other tangible and intangible materials authored, prepared, created, made, delivered, conceived or

reduced to practice, in whole or in part, by Subcontractor in the course of providing the Tasks, including

without limitation computer programs, computer systems, data and documentation, (collectively, the “Works”)

are the sole and exclusive property of End Customer and shall be considered works made for hire.

In the event any such Works do not fall within the specifically enumerated works that constitute works made

for hire under the United States copyright laws, Subcontractor hereby irrevocably, expressly and automatically

assigns all right, title and interest worldwide in and to such Works to End Customer.

If Subcontractor has any rights to the Works that cannot be assigned to End Customer in accordance with the

foregoing, Subcontractor unconditionally and irrevocably (1) waives the enforcement of such rights; and (2)

grants to End Customer during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, royalty-

free license to reproduce, create derivative works of, distribute, publicly perform and publicly display such

Works, by all means now known or later developed, with the right to sublicense such rights through multiple

levels of sublicenses.

Subcontractor agrees to render all reasonably required assistance to End Customer to protect the rights

hereinabove described. In the event that End Customer is unable to secure Subcontractor’s signature on any

documents deemed necessary by End Customer to carry out the purposes of this paragraph, Subcontractor

hereby irrevocably designates and appoints End Customer or its designee(s) as Subcontractor’s agent and

attorney-in-fact, which appointment is coupled with an interest, to act for and in Subcontractor’s behalf to

execute, verify and file any such documents.

13. SUBCONTRACTOR WARRANTIES

Subcontractor warrants that Subcontractor’s performance of the Tasks called for by this Agreement, does not

and shall not violate: (1) any applicable law, rule, or regulation; (2) any contracts with third parties; (3) or any

third-party rights in any patent, trademark, copyright, trade secret, or any other proprietary or intellectual

property right.

14. TERMINATION

A. This Agreement shall terminate without any breach by Subcontractor upon termination of the Contract by the

End Customer.

B. Prime Contractor may terminate this Agreement, without any breach by Subcontractor, if directed to do so by

the End Customer.

C. Prime Contractor may also terminate this Agreement immediately upon Subcontractor’s material breach of

Paragraphs 5, 10, 11, or pursuant to the procedures for Performance Standards in Paragraph 9.

D. Subcontractor may terminate this Agreement at its convenience and without any breach by Prime Contractor

upon thirty (30) days written notice to Prime Contractor.

E. In the event of termination under this paragraph, Prime Contractor’s liability shall be limited to amounts due for

hours already worked by Resources of the Subcontractor.

15. DISPUTE RESOLUTION

In the event of a dispute under this Agreement, the Parties shall use their best efforts to resolve the dispute by

negotiation.

Any dispute arising to this contract, or the breach thereof, that cannot be resolved through negotiation, shall be

finally resolved by BINDING ARBITRATION to be administered by the American Arbitration Association

under its Commercial Arbitration Rules. The arbitration will be conducted in the English language in the

District of Columbia in accordance with the United States Arbitration Act. The Parties shall select a single

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Arbitrator by mutual consent. There shall be no affiliation, either actual or perceived, between either of the

Parties and the arbitrator.

If a dispute is taken to arbitration, the cost shall be apportioned to the Parties by the arbitrator.

16. INDEMNIFICATION

Subcontractor hereby agrees to indemnify, defend and hold harmless Prime Contractor and any partner,

principal, employee or agent thereof (each of the foregoing being hereinafter referred to individually as an

"Indemnified Party") from and against any and all claims, liabilities, losses, expenses (including attorney's fees

and legal expenses related to such defense), fines, penalties, taxes or damages (collectively "Liabilities")

asserted by: (1) any third party against any Indemnified Party for (i) personal injury or property damage to the

extent such Liabilities arise out of or result proximately from the negligence or willful misconduct of

Subcontractor in providing any product or services under this Agreement; or (ii) a breach of the representations

and warranties made by Subcontractor; and (2) the Prime Contractor against any Indemnified Party to the extent

such Liabilities are caused by the Subcontractor’s misconduct, provided that Subcontractor's liability pursuant

to this clause shall be limited to $1,000,000.

Prime Contractor or End Customer shall promptly notify Subcontractor of any third-party claim subject to

indemnification hereunder and Subcontractor shall, at Prime Contractor’s option, conduct the defense or

settlement of any such third-party claim at Subcontractor's sole expense and Prime Contractor shall cooperate

with Subcontractor in connection therewith.

17. NON-EXCLUSIVITY

During the term of this Agreement, Prime Contractor will engage the services of other individuals or companies

that compete with Subcontractor or offer services similar to those offered by Subcontractor, and any such

engagement shall not be a breach of this Agreement.

18. INDEPENDENT SUBCONTRACTOR

Subcontractor’s relationship with Prime Contractor is that of an independent Subcontractor, and nothing in this

Agreement shall be construed as creating a partnership, joint venture or employer-employee relationship.

Neither Subcontractor nor any other Subcontractor will be entitled to any of the benefits which Prime

Contractor may make available to its employees, such as group insurance, profit-sharing, or retirement benefits.

Subcontractor shall be solely responsible for complying with all applicable local, state and federal laws

governing employees and self-employed individuals, including but not limited to obligations such as payment

of federal, state and local taxes, social security, disability and other contributions attributable to the rendition of

product or service hereunder to Prime Contractor.

Subcontractor shall indemnify, hold harmless and defend Prime Contractor from any and all claims, liabilities,

damages, taxes, fines or penalties sought or recovered by any governmental entity, including but not limited to

the Internal Revenue Service or any state taxing authority, arising out of Subcontractor's alleged failure to pay

such taxes or make such contributions.

Nothing in this Agreement shall be deemed to constitute Subcontractor or Prime Contractor the agent of the

other. Neither Subcontractor nor Prime Contractor shall be or become liable or bound by any representation, act

or omission whatsoever of the other.

19. NONASSIGNABILITY

Subcontractor shall not assign, transfer, or subcontract this Agreement or any of its obligations hereunder

without Prime Contractor’s express, prior written permission.

20. NOTICES

All notices permitted or required under this Agreement shall be in writing and shall be by personal delivery, a

nationally recognized overnight courier service, facsimile transmission or certified or registered mail, return

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receipt requested. Notices shall be deemed given upon the earlier of actual receipt or one (1) day after deposit

with the courier service, receipt by sender of confirmation of electronic transmission or five (5) days after

deposit with the U.S. Postal Service. Notices shall be sent to the addresses listed below, or to such other address

as either party may specify in writing.

If to Prime Contractor If to Subcontractor

OST Inc.

2001 M Street, N.W.

Suite # 3000

Washington, DC 20005

21. SEVERABILITY

In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then

the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and

provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

22. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia,

without regard to the conflict of laws provisions thereof. The parties agree that all litigation or other legal

proceedings under this Agreement shall be brought in the courts of the District of Columbia and the United

States District Courts located therein and the parties hereby submit to the exclusive personal and subject matter

jurisdiction and venue of such courts.

23. INTEGRATION

This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior and

contemporaneous representations, proposals, discussions, and communications, whether oral or in writing. This

Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed

by each of the parties hereto.

24. FLOW DOWN PROVISIONS

The flow-down clauses below mean that the Prime Contractor is responsible to the District, and Subcontractor

shall be responsible to Prime Contractor.

A. Hiring of District Residents as Apprentices and Trainees

For all new employment resulting from this contract or subcontracts hereto, as defined in Mayor’s Order 83-265

and implementing instructions, the Subcontractor shall use its best efforts to comply with the following basic

goal and objectives for utilization of bona fide residents of the District of Columbia in each project’s labor

force:

At least fifty-one (51) percent of apprentices and trainees employed shall be residents of the District of

Columbia registered in programs approved by the District of Columbia Apprenticeship Council.

The Subcontractor shall negotiate an Employment Agreement with the DOES for jobs created as a result of this

contract. The DOES shall be the Subcontractor’s first source of referral for qualified apprentices and trainees in

the implementation of employment goals contained in this clause.

B. Department of Labor Wage Determinations

The Subcontractor shall be bound by the Wage Determination No. 2005 – 2103, Revision No. 6 dated May 29,

2008, issued by the U.S. Department of Labor in accordance with the Service Contract Act (41 U.S.C. 351 et

seq.) and incorporated herein. The Subcontractor shall be bound by the wage rates for the term of the contract.

If an option is exercised, the Subcontractor shall be bound by the applicable wage rate at the time of the option.

If the option is exercised and the Prime Contractor obtains a revised wage determination, the revised wage

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determination is applicable for the option periods and the Subcontractor may be entitled to an equitable

adjustment.

C. Publicity

The Prime Contractor shall at all times obtain the prior written approval from the Contracting Officer before it,

any of Officers agents, employees or Subcontractor, either during or after expiration or termination of the

contract, make any statement, or issue any material, for publication through any medium of communication,

bearing on the work performed or data collected under this contract.

D. 51% District Residents New Hires Requirements and First Source Employment Agreement

The Subcontractor shall comply with the First Source Employment Agreement Act of 1984, as amended, D.C.

Official Code §2-219.01 et seq. (“First Source Act”).

The Subcontractor shall enter into and maintain, during the term of the contract, a First Source Employment

Agreement, in which the Subcontractor agreed that:

i. The first source for finding employees to fill all jobs created in order to perform this contract shall be the

Department of Employment Services (“DOES”); and

ii. The first source for finding employees to fill any vacancy occurring in all jobs covered by the First Source

Employment Agreement shall be the First Source Register

iii. The Subcontractor shall submit a copy to both the Prime Contractor, and the District of Columbia no later

than the 10th

each month following execution of the contract, a First Source Agreement Contract

Compliance Report (“contract compliance report”) verifying its compliance with the First Source

Agreement for the preceding month. The contract compliance report for the contract shall include the:

(a) Number of employees needed;

(b) Number of current employees transferred;

(c) Number of new job openings created;

(d) Number of job openings listed with DOES;

(e) Total number of all District residents hired for the reporting period and the cumulative total number of

District residents hired; and

(f) Total number of all employees hired for the reporting period and the cumulative total number of

employees hired, including:

(a) Name;

(b) Social security number;

(c) Job title;

(d) Hire date;

(e) Residence; and

(f) Referral source for all new hires.

iv. If the contract amount is equal to or greater than $100,000, the Subcontractor agrees that 51% of the new

employees hired for the contract shall be District residents. This will be reviewed by the prime contractor

on a monthly basis through the submission of the compliance reports.

With the submission of the Subcontractor’s final request for payment to the Prime Contractor, the

Subcontractor shall:

(a) Document in a report to the Prime Contractor for submission to the District of Columbia Contracting

Officer its compliance with the section referenced above; or

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(b) Submit a request to the Prime Contractor for submission to the Contracting Officer for a waiver of

compliance with section this clause and include the following documentation:

(a) Material supporting a good faith effort to comply;

(b) Referrals provided by DOES and other referral sources;

(c) Advertisement of job openings listed with DOES and other referral sources; and

(d) Any documentation supporting the waiver request pursuant to this provision

v. Upon the request of the Subcontractor to the Prime Contractor, the Prime Contractor may request the

District of Columbia Contracting Officer to waive the provisions of this clause. The Contracting officer

may waive the provision of this clause if the Contracting Officer finds that:

(a) A good faith effort to comply is demonstrated by the Prime Contractor and Subcontractor;

(b) The Subcontractor is located outside the Washington Standard Metropolitan Statistical Area and none

of the contract work is performed inside the Washington Standard Metropolitan Statistical Area which

includes the District of Columbia; the Virginia Cities of Alexandria, Falls Church, Manassas,

Manassas Park, Fairfax, and Fredericksburg, the Virginia Counties of Fairfax, Arlington, Prince

William, Loudoun, Stafford, Clarke, Warren, Fauquier, Culpeper, Spotsylvania, and King George; the

Maryland Counties of Montgomery, Prince Georges, Charles, Frederick, and Calvert; and the West

Virginia Counties of Berkeley and Jefferson.

(c) The Subcontractor enters into a special workforce development training or placement arrangement

with DOES or

(d) DOES certifies that there are insufficient numbers of District residents in the labor market possessing

the skills required by the positions created as a result of the contract.

(a) Upon receipt of the Prime Contractor’s final payment request and related documentation pursuant

to sections pertaining to DOES; the Contracting Officer shall determine whether the Prime

Contractor and Subcontractors are in compliance or whether a waiver of compliance is justified. If

the Contracting Officer determines that the Prime Contractor and Subcontractors are in

compliance, or that a waiver of compliance is justified, the Contracting Officer shall, within two

business days of making the determination forward a copy of the determination to the Agency

Chief Financial Officer and the COTR.

(b) Willful breach of the First Source Employment Agreement, or failure to submit the report

pursuant to this provision, or deliberate submission of falsified data, may be enforced by the

Contracting Officer through imposition of penalties, including monetary fines of 5% of the total

amount of the direct and indirect labor costs of the entire contract. The ITSA Subcontractor shall

make payment to DOES through the Prime Contractor. The Prime Contractor may appeal on the

Subcontractor’s behalf to the D.C. Contract Appeals Board as provided in the Prime contract any

decision of the Contracting Officer pursuant to this section.

(c) The provisions of DOES do not apply to nonprofit organizations with less than fifty employees.

E. Americans with Disabilities Act of 1990 (ADA)

During the performance of the contract, the Prime Contractor and Subcontractor shall comply with the ADA.

The ADA makes it unlawful to discriminate in employment against a qualified individual with a disability. See

42 U.S.C. §12101 et seq.

F. Section 504 of the Rehabilitation Act of 1973, as Amended

During the performance of the contract, the Prime Contractor and its Subcontractor shall comply with Section

504 of the Rehabilitation Act of l973, as amended. This Act prohibits discrimination against disabled people in

Government funded program and activities. See 29 U.S.C. §794 et seq.

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G. Contracts that Cross Fiscal Years

Continuation of this contract beyond the current fiscal year is contingent upon future fiscal appropriations.

H. Confidentiality of Information

All information obtained by the Prime Contractor or Subcontractor relating to any employee or customer of the

District will be kept in absolute confidence and shall not be used by either Contractor in connection with any

other matters, nor shall any such information be disclosed to any other person, firm, or corporation, in

accordance with the District and Federal laws governing the confidentiality of records.

I. Equal Employment Opportunity

In accordance with the District of Columbia Administrative Issuance System, Mayor’s Order 85-85 dated June

10, 1985, the forms for completion of the Equal Employment Opportunity Information Report are incorporated

herein. An award cannot be made to any offeror who has not satisfied the equal employment requirements.

J. Insurance

The Subcontractor shall procure and maintain, during the entire period of performance under this contract, the

types of insurance specified below. The Prime Contractor shall submit to the Contracting Officer a certificate of

insurance giving evidence of the required coverage prior to Task order award. All insurance shall be written

with responsible companies licensed by the District of Columbia's Department of Insurance, Securities and

Banking. The Prime Contractor shall require all Subcontractors to carry the insurance required herein. In no

event shall work be performed until the required certificates of insurance have been furnished. The insurance

shall provide for 30 days’ prior written notice to be given to the Prime Contractor in the event coverage is

substantially changed, canceled or non-renewed. If the insurance provided is not in compliance with all the

requirements herein, the Prime Contractor maintains the right to stop work until proper evidence is provided.

i. Commercial General Liability Insurance, $1,000,000 limits per occurrence, District added as an additional

insured.

ii. Automobile Liability Insurance, $1,000,000 per occurrence combined single limit.

iii. Worker’s Compensation Insurance according to the statutes of the District of Columbia, including

Employer’s Liability, $100,000 per accident for injury, $100,000 per employee for disease, $500,000

policy limit disease.

iv. Umbrella/ Excess Liability Insurance, $5,000,000 limits per occurrence.

v. Errors and Omissions Liability Insurance, $1,000,000 limits per claim.

25. SIGNATURES

In Witness Whereof, the parties hereto have caused to be signed by their duly authorized representatives, as of

the day and year first above mentioned.

Subcontractor Prime Contractor

By (Signature): ________________________ By (Signature):___________________________

Name: Name: John J. Handrahan

Title: Title: Director

Date: Date:

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