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SUBCONTRACTOR AGREEMENT

This Subcontractor Agreement (“Agreement”), dated --- is entered into between XXXXXXX ("Subcontractor"), located at XXXXXX Telephone # XXXX ID # XXXX herein after referred to as Subcontractor and OST, Inc. a District of Columbia Corporation. (Herein after referred to as Prime Contractor or OST), with offices at 2001 M Street, NW. Suite # 3000, Washington, DC 20036 (“Prime Contractor"), tax identification number 52-217-5314.

1. The Prime Contractor is under contract DCTO-2008-C-0135 (“contract”) with the District of Columbia (“End Customer” or “District of Columbia”), to supply products or services to the District of Columbia. 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 offering will be sent to ALL participants, but it will be a business decision on your part whether or not you will participate in ANY or ALL of the opportunities. The term of the subcontract shall be from the final signature to August 19 th 2009 and may be renewed at the option of the Prime Contractor for four (4) one year periods.

A. 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. The following terms are used throughout this contract:

i. A Candidate is a person whose resume is submitted to fulfill a specific request

ii. Resource is person hired under the contract

iii. District of Columbia Program Manager is a qualified District Full Time Employee (FTE)

iv. Requirement is a request for a Resource

C. The Prime Contractor shall use Performance Metrics as set forth below to provide the measurements required by the End Customer and provides deduction formulae to amounts otherwise owed to the Subcontractor based on nonperformance to the standards.

D. If the Subcontractor intends to change resources, the Prime Contractor must approve in advance any change of resources.

E. 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.

Subcontractor Vendor Agreement


i. Job Categories

The following table defines the job categories, levels, experience, specific titles and job functions to be used by the District of Columbia Program Managers, Prime Contractor, and Subcontractors to request and provide Resources.

Job Cate-gory

Level

Experience Specific Titles Job Functions

Business Ana-lyst

1 0-2 yearsWorks under supervision of lead

Business Analyst, Require-ments Analyst, Data Analyst, Report Designer, GIS Analyst, GIS Technician, PeopleSoft Analyst, Security Analyst, Compliance Analyst, Foren-sics Analyst, Telecom Analyst, Financial Analyst

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

2 2-4 yearsLimited super-vision

3 4-7 years Senior [Business Analyst spe-cific title]Senior Consultant, PeopleSoft SME, Site Acquisition Consul-tant

Subject matter expert or execu-tive consultant working indepen-dently to consult with managers on strategies and processes.

4 8-12 years5 12+ years

Technical Writer

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

Creates, edits, or designs con-tent, such as documentation, de-signs, web pages, publications, presentations, reports, or graph-ics.

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, deliv-ers training, and manages train-ing program.

2 8+ years Senior Software Trainer Train-ing Lead

Quality Assur-ance

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

2 4-7 years3 8+ years Senior Tester, Senior QA Ana-

lyst, Test Team Lead, QA Consultant

Administrative Support

1 1-7 years Project Administrator, Admin-istrative Assistant, Payroll As-sistant, Financial Assistant

Administrative support functions, including data entry, plan track-ing, and basic task assignments.

2 8+ years Project Coordinator



Job Cate-gory

Level


Project Man-ager

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

Manages functional teams, tech-nical teams, budgets, vendor/client relationship, and work plans for development projects, implementations, network func-tions, or support services. Identi-fies and manages risk. Reports status to executives.

2 4-7 years Senior [Project Manager title]3 8+ years Program Manager, Engage-

ment ManagerArchitect 1 1-7 years Technical Architect, Data

Warehouse Architect, Network Architect

Designs and builds databases, data warehouses, or networks, including data acquisition, con-version, and interfaces. Opti-mizes organizational goals through enterprise standards.

2 8+ years

Database Ad-ministrator

1 1-3 years DBA, GIS DBA, Data Ware-house Administrator, Busines-sObjects 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 Ad-ministrator

1 1-3 years Search Engine Administrator, Application Administrator, Sys-tem Administrator, GIS Sys-tem Administrator, Active Di-rectory Administrator, Server Administrator, UNIX Adminis-trator, NMS Administrator

Installs, configures, and supports an application, system, or net-work (LAN, WAN, etc.) Monitors applications for availability and performance. May carry out se-curity analysis or implement se-curity measures.

2 4-7 years

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

Engineer label reserved for certi-fications.

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

Translates requirements into code or configuration using soft-ware tools/integrated develop-ment environments (IDEs).

2 3-7 years3 8-11 years

4 12+ years or certification

Senior [Developer title], [De-veloper title using Engineer in place of Developer], Devel-oper Lead, Technical Lead

Engineer label reserved for certi-fications.

Network Tech-nician

11-3 years Network Technician, LANDesk

Technician, Wireless Techni-cian, NOC Analyst

Installs networks and network technologies. Assesses configu-rations and recommends prod-2 4-7 years



Job Cate-gory

Level


ucts based on specifications. Configures equipment and soft-ware, trains others, and docu-ments solutions Assists with net-work design. Experienced n tech-nical services and administration (DHCP, DNS, routers, firewall, etc.).

Network Engi-neer

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 Techni-cian, Application Technician, Field Support Technician, Voice Field Technician

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

2 4-7 years

3 8+ years Customer Support Lead

ii. Technology Types

District of Columbia Program Managers 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 is appropriate to the particular placement for the job category, according to the definitions in the following table:

Technology Type

Definition

Legacy Technologies or skills that is mature and long-lasting in the market place. There is gener-ally 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 gen-erally 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 Monitor-ing–mainframe, SAS, SMS & AIX Platform, TSO, Unisys, Visual FoxPro, Visual Source Safe, PowerBuilder, NATURAL & ADABAS, MS Visio, process modeling, MS PowerPoint, MS Excel

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 - Pro-gramming/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 Moni-toring – 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 Mod-eling, SQL, Capacity Planning, Business Process Reengineering, Joint Application Develop-ment/Rapid Application Development

Emerging Sightline, Cognos, Data Center (Unisys OEM), data warehouse, EC/EDI, FileNet, GIS – In-frastructure, 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, Asyn-chronous Messaging, & Trading Networks suite, Tivoli, Veritas, Business Process Manage-ment (complete suites of tools for managing business processes & automated systems sup-porting those processes.)



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

CLIN Job CategoryNot-To-Ex-

ceed Rate/Hour

Est. Annual Hours

2 Emerging Business Analyst 1 $ 55.29 7,5003 Emerging Business Analyst 2 $ 61.94 8,0004 Emerging Business Analyst 3 $ 70.59 12,0005 Emerging Business Analyst 4 $117.13 3,0006 Emerging Business Analyst 5 $175.00 5007 Emerging Technical Writer 1 $ 40.05 5008 Emerging Technical Writer 2 $ 50.08 2,0009 Emerging Technical Writer 3 $ 61.85 500

10 Emerging Trainer 1 $ 48.05 3,00011 Emerging Trainer 2 $ 58.18 1,00012 Emerging Quality Assurance 1 $ 52.03 50013 Emerging Quality Assurance 2 $ 62.14 4,50014 Emerging Quality Assurance 3 $ 74.46 2,20015 Emerging Administrative Support 1 $ 37.62 2,00016 Emerging Administrative Support 2 $ 43.01 5,00017 Emerging Project Manager 1 $ 64.66 1,00018 Emerging Project Manager 2 $ 76.16 9,00019 Emerging Project Manager 3 $145.59 20020 Emerging Architect 1 $ 72.32 2,00021 Emerging Architect 2 $111.90 4,50022 Emerging Database Administrator 1 $ 58.52 3,50023 Emerging Database Administrator 2 $ 69.95 4,00024 Emerging Database Administrator 3 $108.34 20025 Emerging System Administrator 1 $ 51.72 5,00026 Emerging System Administrator 2 $ 62.43 2,00027 Emerging System Administrator 3 $ 75.66 6,00028 Emerging Developer 1 $ 51.76 5,00029 Emerging Developer 2 $ 65.24 10,00030 Emerging Developer 3 $ 73.42 16,00031 Emerging Developer 4 $ 94.99 4,50032 Emerging Network Technician 1 $ 44.60 2,00033 Emerging Network Technician 2 $ 51.34 2,00034 Emerging Network Technician 3 $ 60.10 3,50035 Emerging Customer Support 1 $ 37.03 5,00036 Emerging Customer Support 2 $ 41.95 5,00037 Emerging Customer Support 3 $ 49.35 5,00038 Core Business Analyst 1 $ 50.26 23,50039 Core Business Analyst 2 $ 56.31 18,00040 Core Business Analyst 3 $ 64.17 16,50041 Core Business Analyst 4 $ 73.50 7,00042 Core Business Analyst 5 $ 79.14 2,00043 Core Technical Writer 1 $ 40.05 5,00044 Core Technical Writer 2 $ 50.08 2,000



45 Core Technical Writer 3 $ 61.85 2,50046 Core Trainer 1 $ 48.05 20047 Core Trainer 2 $ 58.18 1,50048 Core Quality Assurance 1 $ 52.03 1,50049 Core Quality Assurance 2 $ 62.14 10,00050 Core Quality Assurance 3 $ 74.46 50051 Core Administrative Support 1 $ 37.62 5,00052 Core Administrative Support 2 $ 43.01 28,50053 Core Project Manager 1 $ 64.66 10,00054 Core Project Manager 2 $ 76.16 33,50055 Core Project Manager 3 $ 93.78 4,50056 Core Architect 1 $ 72.32 11,50057 Core Architect 2 $ 93.63 9,00058 Core Database Administrator 1 $ 58.52 12,00059 Core Database Administrator 2 $ 69.95 1,00060 Core Database Administrator 3 $ 84.06 3,50061 Core System Administrator 1 $ 51.72 10,00062 Core System Administrator 2 $ 62.43 7,50063 Core System Administrator 3 $ 75.66 17,00064 Core Developer 1 $ 51.76 10,50065 Core Developer 2 $ 65.24 22,50066 Core Developer 3 $ 73.42 41,00067 Core Developer 4 $ 94.99 4,00068 Core Network Technician 1 $ 44.60 4,00069 Core Network Technician 2 $ 51.34 4,00070 Core Network Technician 3 $ 60.10 79,00071 Core Customer Support 1 $ 37.03 34,50072 Core Customer Support 2 $ 41.95 35,00073 Core Customer Support 3 $ 49.35 5,00074 Legacy Business Analyst 1 $ 50.26 11,50075 Legacy Business Analyst 2 $ 56.31 4,00076 Legacy Business Analyst 3 $ 64.17 2,00077 Legacy Business Analyst 4 $ 73.50 1,00078 Legacy Business Analyst 5 $ 79.14 50079 Legacy Technical Writer 1 $ 40.05 2,00080 Legacy Technical Writer 2 $ 50.08 6,00081 Legacy Technical Writer 3 $ 61.85 1,00082 Legacy Trainer 1 $ 48.05 50083 Legacy Trainer 2 $ 58.18 50084 Legacy Quality Assurance 1 $ 52.03 2,00085 Legacy Quality Assurance 2 $ 62.14 2,00086 Legacy Quality Assurance 3 $ 74.46 2,00087 Legacy Administrative Support 1 $ 37.62 50088 Legacy Administrative Support 2 $ 43.01 50089 Legacy Project Manager 1 $ 64.66 1,00090 Legacy Project Manager 2 $ 76.16 2,00091 Legacy Project Manager 3 $ 93.78 1,00092 Legacy Architect 1 $ 72.32 200



93 Legacy Architect 2 $ 93.63 20094 Legacy Database Administrator 1 $ 58.52 50095 Legacy Database Administrator 2 $ 69.95 50096 Legacy Database Administrator 3 $ 84.06 50097 Legacy System Administrator 1 $ 51.72 1,00098 Legacy System Administrator 2 $ 62.43 2,00099 Legacy System Administrator 3 $ 75.66 1,000

100 Legacy Developer 1 $ 51.76 1,500101 Legacy Developer 2 $ 65.24 4,500102 Legacy Developer 3 $ 73.42 2,000103 Legacy Developer 4 $ 84.05 2,000104 Legacy Network Technician 1 $ 44.60 8,000105 Legacy Network Technician 2 $ 51.34 4,000106 Legacy Network Technician 3 $ 60.10 500107 Legacy Customer Support 1 $ 37.03 17,500108 Legacy Customer Support 2 $ 41.95 2,500109 Legacy Customer Support 3 $ 49.35 3,000

Total 721,700

Subcontractor cannot charge mileage and tolls to the Prime Contractor.

2. TASK, STARTING DATE, TERM AND WORKPLACEThe work (the "Tasks") to be performed by Subcontractor, providing the categories of labor available for the District of Columbia for Prime Contractor along with first year rates are described in Paragraph 1.E.iii Rates as described in Paragraph 1.E.iii, shall be adjusted on an annual basis as provided by the Prime Contractor. The term of this Agreement shall begin on the date above and shall continue until the earlier of (i) termination of the contract between the Prime Contractor and End Customer or (ii) termination pursuant to Paragraph 9 hereof.

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

3. FEES, BILLING, PAYMENT TERMS AND REPORTINGThe fees to be paid to Subcontractor by Prime Contractor for performing Tasks for time period worked (the "Period"), and the fees to be paid to Subcontractor by Prime Contractor for allowable expenses incurred in performing the Tasks (the "Expenses") are defined as personnel cost only. Subcontractor shall submit invoices to the Prime Contractor by the Tenth of each month during the Term of this Agreement for the previous month hours. Prime Contractor will NOT be responsible for FICA, FUTA and income tax withholding on-behalf of the Subcontractor. Also, any pension plan, vacation or health benefit plan maintained by Prime Contractor for its own employees shall not be offered to the Subcontractor. The Prime Contractor will not pay Subcontractor’s expenses.

4. RESTRICTIVE COVENANTS 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 his duties hereunder, provided the Subcontractor is acting in good faith and in the best interest of the Prime Contractor; or (iv) as may be required by law or judicial process.

5. SUBCONTRACTOR’S COMPENSATIONDuring the term of this Agreement, Prime Contractor agrees to compensate Subcontractor on a task order basis for the labor categories and rates described in this contract. 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.

6. Invoices shall be mailed to:

OST Inc.

ATTN ITSA Coordinator

2001 M Street, N.W Suite 3000

Washington DC 20036

Each invoice submitted will contain a detailed breakout by person, labor category, hours, rate, and total dollars. In order for Prime Contractor to meet reporting requirements under the contract, each Subcontractor will complete an End Customer time sheet and provide this sheet to Prime Contractor. The End Customer time sheet includes the names of the employees or agents of Subcontractor who performed the Tasks, the dates of service, and the hours worked on each of these days. Prime Contractor shall pay correct invoices 7 days after Prime Contractor’s receipt of payment from the End Customer.

7. OWNERSHIP OF MATERIALS RELATED TO TASKSThe parties agree that 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, including, without limitation, all copyrights, patent rights, trade secrets, trademarks, moral rights. If Subcontractor has any rights to the Works that cannot be assigned to Prime Contractor 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.

8. SUBCONTRACTOR’s WARRANTIES

Subcontractor warrants that:



a. Subcontractor’s performance of the Tasks called for by this Agreement, including without limitation, the development and delivery of the Works, 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;

b. Subcontractor has full authority and sufficient right, title, and interest in and to the Works, to grant and convey the rights accorded to End Customer under Paragraph 3 and 5 hereof;

c. Any software (and associated documentation) delivered to End Customer hereunder shall be warranted for 60 days following acceptance. Defects will be repaired by Subcontractor at no additional expense to End Customer in a manner sufficient for Prime Contractor to satisfy its obligations to the End Customer with respect there to under the agreement; and

d. The fees set forth in this contract constitutes Subcontractor’s professional fees for the Tasks;

9. TERMINATIONa. Prime Contractor may terminate this Agreement at its convenience and without any breach by

Subcontractor upon thirty (30) days written notice to Subcontractor without liability to Subcontractor other than to pay amounts due if the District of Columbia terminates the Prime Contract.

b. Prime Contractor may terminate this Agreement in its sole discretion, without liability, if direction is by the End Customer.

c. Prime Contractor may also terminate this Agreement immediately in its sole discretion upon Subcontractor’s material breach of Paragraphs 20, and 23 as well as failure on the Subcontractor’s part to meet metrics.

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. Phase out costs to Subcontractor may apply.

e. Any termination action against a Subcontractor must be done after all reasonable attempts to bring the Subcontractor in compliance with the contract have been done. If either the Prime Contractor or the Subcontractor considers it necessary to enter into binding arbitration, then the rules of the American Arbitration Association shall apply to the proceedings. Their website is www.adr.org. Any dispute arising to this contract, or the breach thereof, shall be finally resolved by BINDING ARBITRATION. This would 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. A single Arbitrator agreed to by BOTH parties shall be selected. There shall be no affiliation, either Actual or Perceived between the Parties and the arbitrator. If a dispute is taken to arbitration, the cost shall be borne by the offending party as determined by the arbitrator. For Commercial Arbitration Rules and Mediation refer to http://adr.org/sp.asp?id=22440.

10. INDEMNIFICATIONSubcontractor 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 from the negligence or willful misconduct of Subcontractor in providing any product or services; 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 liability to USD 2,000,000.00. 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.


http://adr.org/sp.asp?id=22440

http://www.adr.org/


11. NON-EXCLUSIVITYDuring the term of this Agreement, Prime contractor will engage the services of other individuals or companies that compete with Subcontractor or offers services similar to those offered by Subcontractor, and any such engagement shall not be considered a breach of this Agreement.

12. CUSTOMER OR PRIME CONTRACTOR CONFIDENTIAL INFORMATIONAll information, documents, software, reports, data, records, forms and other materials developed by Subcontractor for Prime Contractor and/or End Customer, or obtained by or disclosed to Subcontractor in the course of performing any Tasks (including, but not limited to, Prime Contractor records) are the proprietary, confidential and trade secret information of Prime Contractor or End Customer. Subcontractor will deliver to Prime Contractor all tangible forms of such proprietary confidential and trade secret information and all copies thereof (and all other property obtained from or through Prime Contractor or End Customer) when Prime Contractor requests the same, or immediately upon termination of this Agreement, whichever occurs earlier. Subcontractor agrees during the term of this Agreement and thereafter that it will take all steps reasonably necessary to hold Prime Contractor’s and any of its Prime Contractor’s proprietary, confidential and trade secret information in trust and confidence. Subcontractor shall not use or disclose to any person, firm or entity any proprietary, confidential or trade secret information of Prime Contractor or its End Customers without Prime Contractor’s express, prior written permission, except as otherwise provided in Paragraph 3.

13. INDEPENDENT SUBCONTRACTORSubcontractor agrees that 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 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.

14. NONASSIGNABILITYSubcontractor shall not assign, transfer, or subcontract this Agreement or any of its obligations hereunder without Prime Contractor’s express, prior written permission.

15. NOTICESAll 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 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 # 3000Washington, DC 20005

16. SEVERABILITYIn 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.

17. GOVERNING LAWThis 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.

18. INTEGRATIONThis 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.

19. NON-SOLICITATION OF EMPLOYEESDuring the term of this Agreement and for a period of one (1) year after its termination, neither party to this contract shall solicit for hire as an employee, Subcontractor or otherwise any of the other party's personnel who have performed Tasks under this Agreement or the agreement with the end customer without such other party's express written consent. This does not pertain to the end customer, The District of Columbia, who has the right to hire any resource provided under this contract at any time during the performance period.

20. NON-COMPETITIONThe Subcontractor acknowledges that, by virtue of this Agreement, he may establish favorable relations with Prime Contractor customers and employees, as well as Customer Prime Contractors and employees, and/or will have access to certain trade secrets and other proprietary information (including pricing) of the Prime Contractor. Therefore, in consideration of such relations and to further protect trade secrets and other confidential information of the Prime Contractor, the Subcontractor agrees that during the Term and for a period of two (2) year from the date of termination of this Agreement, the Subcontractor shall not, directly or indirectly, without the express written consent of the Prime Contractor:

a. Solicit customers or accounts of the Prime Contractor for, on behalf of, or otherwise related to any business which is engaged, directly or indirectly, in any business competitive with the Prime Contractor in those markets in which the Prime Contractor competes anywhere in the Project at any time during the Term; or

b. Solicit, induce, or attempt to induce any person who is or shall be in the employ or service of the Prime Contractor to leave such employ or service for employment with the Subcontractor or any business with which the Subcontractor is affiliated, or otherwise

c. Disrupt or interfere with the relationship of the Prime Contractor with any person who is or shall be in the employ or service of the Prime Contractor.

d. Notwithstanding the foregoing, if any court determines that the covenant not to compete, or any part thereof, is unenforceable because of the duration of such provision or the geographic area or scope covered thereby, such court shall have the power to reduce the duration, area or scope of such provision to the



extent necessary to make the provision enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

21. CBE STATUS, DOES AND TAX CERTIFICATIONThe 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 BOTH the DC Office of tax and Revenue (OTR) and the Department Of Employment Ser-vices (DOES). 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 contract. Failure to report a problem in this area may be grounds for termination

22. COVENANT TO NOT HIRE IN PLACE EMPLOYEES PREVIOUSLY PLACED BY ITSA VEHICLEThe parties agree that Subcontractors will not attempt to lure away other company’s resources that have already been placed by other companies in positions under this contract. They further agree that without the written consent of the other party, neither party shall, prior to the resource being in place at least 12 months, directly employ any employee of the other party with whom there has been placement under the ITSA contract vehicle. The parties agree to provide re -sumes for only those candidates that the Subcontractor has received permission to represent.

23. ELIGIBILITY TO RECEIVE REQUIREMENTS

The ITSA Subcontracting Vendor Network will be administered by Prime Contractor. Prime Contractor will first solicit Requirements from the CBEs whose certification is registered and current by the District of Columbia. CBEs will have the opportunity to submit their top candidate to every Requirement solicited. If a Resource is not selected, then the Prime Contractor may solicit Requirements from Non-CBEs who are in the Subcontracting Vendor Network. The Prime Contractor will not solicit Requirements from Non-CBE Subcontracting Vendor without prior written permission from the District of Columbia Program Manager.

Subcontractors shall obtain from all candidates permission to submit the Candidate’s resume and will make all reasonable efforts to ensure the candidate is available for District of Columbia Program Managers.

24. HOURS OF OPERATION

Standard operating hours are Monday – Friday, 8:00 AM – 6:00 PM, not including District of Columbia holidays.

All candidate submittals must be received by 6:00 PM on the third day following the release of the requirement.

For example: Columbus Day – Monday, October 13, 2008If a requirement is released on Thursday, October 9, 2008, resumes will be due by Wednesday, October 15, 2008 at 6:00 PM.



25. PERFORMANCE STANDARDS

a. Performance Evaluation Measures

Subcontracting Vendors will be reviewed on a quarterly basis beginning 3 months following the start date of this Subcontract.

b. Subcontracting Vendor Score CardThe Prime Contractor will create a Score Card on a Quarterly basis for each Subcontractor that will consist of measures listed below to evaluate Subcontractor performance:

Minor Infractions1. Each time a Resume is submitted that does not meet all minimum objectives as defined by Require-

ment (this does not include skills that are deemed, “nice to have”, “highly desired”, or not required)2. Each time a Resume is submitted that is not on the ITSA Resume Template3. Each time a timesheet is submitted that is late or with inaccuracies4. Each time an invoice is submitted that is late or inaccurate

Major Infractions5. Each time a Candidate fails to participate in a scheduled interview without prior notice to the Prime

Contractor 6. Each time a Resource fails to show up on start date without prior written notice to the Prime Contrac-

tor7. Each time the District of Columbia Program Manager evaluates a Resource that is below satisfactory 8. Each time a District of Columbia Program Manager requests a removal of a Resource due to perfor-

mance9. Each time a Resource resigns without a two-week notice unless the resignation is caused by unfore-

seen circumstances such as death or serious illness

c. InfractionsDuring the term of the Subcontract, Subcontractors that have a combined total of 10 Minor Infractions in a single quarter, as noted above, will result in the following:

First Time – A written warning that will be placed in Subcontracting Vendor’s fileSecond Time – Subcontracting Vendor account placed in “Inactive” status for 3 monthsThird Time – Subcontracting Vendor account placed in “Inactive” status for 6 monthsFourth Time – Subcontracting Vendor terminated from ITSA Contract

For example: A Subcontractor that has 10 Minor Infractions in one quarter and 10 Minor Infractions in another quarter, the Subcontractor shall be placed in an “Inactive” Status for 3 months.

During the term of the Subcontract, Subcontractors that have a combined total of 2 Major Infractions in a single quarter, as noted above, will result in the following:

First Time – A written warning that will be placed in Subcontracting Vendor’s fileSecond Time – Subcontracting Vendor account placed in “Inactive” status for 3 monthsThird Time – Subcontracting Vendor account placed in “Inactive” status for 6 monthsFourth Time – Subcontracting Vendor terminated from ITSA Contract

d. Restoration of Active Status

Any Subcontractor that is placed in “Inactive” status will be reinstated the first business day following the infraction period.



e. BACKGROUND CHECK REQUIREMENTS The Prime Contractor shall have the Subcontractor arrange for a background check for each of the candidates that will provide services to the District under this contract after the Program Manager has selected a Candidate, but prior to the District issuing a purchase order for the Candidate’s services. This background check shall be at the Subcontractor’s expense.

The Prime Contractor shall direct the Subcontractor to maintain a methodology of screening Candidates using background checks to verify and validate. They must use a service which will provide a complete and detailed product.

1) Criminal record at local, state, and federal levels 2) Education record – degrees and certifications 3) Professional credentials4) Personal references5) Military record 6) Credit Reports 7) Social Security traces

Before the District issues a purchase order for services, the Prime Contractor shall provide written confirmation to the District of Columbia Program Manager that the background checks have been conducted. If, according to the Prime Contractor’s screening methodology, the Prime Contractor determines that the Resource is ineligible to provide services to the District, the Prime Contractor shall notify the Program Manager. The Program Manager may then select another Candidate, reissue the staffing request, or cancel the staffing request.

Certain agencies may have additional background or security checks required before entry to government buildings or access to information is granted. These additional requirements will be communicated by the District during the Candidate request process.

f. CBE Involvement in Hiring ActionsEach CBE shall make a business decision as to whether or not it shall participate in any opportunity presented. If a CBE chooses to provide a resume for consideration, it must be presented in the format provided so that verification by the Prime contractor can be facilitated. This resume format is attached hereto and can be found in “soft” copy on the ITSA website at http://itsa.ostglobal.com.

26. FLOW DOWN PROVISIONS

The Flow-down clauses below should be read that the Prime Contractor is responsible to the District, and any Subcontractor shall be responsible to the 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.


http://itsa.ostglobal.com/


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 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 AgreementThe 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:

1. 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

2. 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

3. 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:

Number of employees needed;Number of current employees transferred;Number of new job openings created;Number of job openings listed with DOES;Total number of all District residents hired for the reporting period and the cumulative total

number of District residents hired; andTotal number of all employees hired for the reporting period and the cumulative total number

of employees hired, including:

Name;Social security number;Job title;Hire date;Residence; andReferral source for all new hires.



4. 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

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:

i. Material supporting a good faith effort to comply;ii. Referrals provided by DOES and other referral sources;

iii. Advertisement of job openings listed with DOES and other referral sources; and

iv. Any documentation supporting the waiver request pursuant to this provision

5. 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.

i. 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.

ii. 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.

iii. 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 AmendedDuring 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.

g. Ownership of Data within Candidate Request ApplicationThe Subcontractor shall provide upon request of the Prime Contractor; any data elements captured by the Subcontractor in the Candidate Request Application in the format specified by the Prime contractor. These data elements include but are not limited to, District of Columbia user login activity, Candidate Requests made by Program Managers, Subcontracting Vendor responses, resumes, and Candidate hourly rates.

h. Contracts that Cross Fiscal YearsContinuation of this contract beyond the current fiscal year is contingent upon future fiscal appropriations.

i. Confidentiality of InformationAll 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.

j. 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.

k. 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 Subcontracting Vendors 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.

If a competent court of jurisdiction finds any part of this contract unenforceable, all other pro-visions remain in full force and effect.

At the completion of this contract, and any subsequent contracts for the staff augmentation services all Subcontractors may be given a release so that any personnel provided in this or future contracts may be converted to individual contracts with the company providing the resource; if that is the desire of the District of Columbia

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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