OPCMR



AMENDMENT No. I OF

PROFESSIONAL SERVICES CONTRACT



THIS AMENDMENT made as of the 29th_ day of November _, 2022 in the

Territory of the Virgin Islands, by and between the Government of the Virgin Islands

DEPARTMENT OF PROPERTY AND PROCUREMENT, on behalf of the VIRGIN

ISLANDS BUREAU OF CORRECTIONS (hereinafter referred to as “Government”) and

VIRGIN ISLANDS REGULATED WASTE MANAGEMENT, INC., whose address is P.O.

Box 222994, Christiansted, VI 00822 (hereinafter referred to as Contractor’).



Both parties witness to being duly authorized to execute this agreement and will attest

accordingly when and where necessary.



WITNESSETH



WHEREAS, pursuant to Contract No. P049BOCT21, approved by the Commissioner of

Property and Procurement on November 30, 2020, (which constitutes and is hereinafter referred

to as the “Contract”), the Government contracted with Contractor to dispose biomedical waste,

used cooking oil, and used vehicular (transmission and engine) oil for the Government; and



WHEREAS, the Contract expires pursuant to its terms on November 29, 2022; and



WHEREAS, the parties desire to amend the Contract by extending its term by two years, and

increasing the compensation under Addendum II by Forty Thousand Dollars and Zero Cents

($40,000.00).



NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of

which is hereby acknowledged, the partics hercto agree as follows:



TERMS AND CONDITIONS



1. The Contract is hereby amended and its term extended by two years by deleting all existing

language contained in Paragraph 2 and replacing it with new language as follows:



“The term of this Contract shall be from November 30, 2020, and terminate on November

30, 2024. Upon the date of cxecution of this Contract by the Commissioner of the

Department of Property and Procurement, the Contract shall become effective for the term

set out herein. The Government, in its sole discretion, shall have the option to renew this

Contract for a period of one (1) additional year, subject to the same terms noted herein, by

providing the Contractor with sixty (60) days written notice of the Government’s election to

renew.”



Amendment No.1 to I ,

Contract No. PO49BOCT21 Initials:

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2. Paragraph No. 3 ~- Compensation is hereby amended to increase by Forty Thousand Dollars

and Zero Cents ($40,000.00) for a total amount not to exceed Fifty Thousand Dollars and

Zero Cents ($50,000.00) by deleting all of the existing language contained therein and

replacing it with new language as follows:



“The Government, in considcration of the satisfactory performance of the services described

in 1* Amended Addendum I (Scope of Services), agrees to pay Contractor the sum not to

exceed Fifty Thousand Dollars and Zero Cents ($50,000.00) in accordance with the

provisions set forth in 1** Amended Addendum IT (Compensation), attached hereto and made

a part of this Contract.”



3. Addenda I and II of the Contract are revised by deleting all terms contained therein and

inserting in lieu thereof all the terms contained in Amended Addenda I and IT, attached hereto

as Exhibits “A” and “B,” respectively.



4. This Amendment is subject to the approval of the Commissioner of the Department of

Property and Procurement and to the appropriation and availability of funds.



5. Except as expressly amended in this Amendment, all terms of the Contract remain in full

force and effect.



6. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES



A facsimile, electronic or digital signature on this Contract shall be deemed an original and

binding upon the Parties hereto.



Amendment No.1 to 2

Contract No. PO49BOCT21 Initiab¥¥

Assistant Attorney General
11/29/2022
11/29/2022
Amendment No.1 to
P049BOCT21

CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT is made this 30th day of November _, 2020 , in the Territory of the

Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and

Procurement, on behalf of the Virgin Islands Bureau of Corrections (hereinafter referred to as



“Government”) and VI Regulated Waste Management, Inc. (hereinafter referred to as

“Contractor”).



WITNESSETH:



WHEREAS, the Goverment is in need of the services of a Contractor to dispose

biomedical waste, used cooking oil, and used vehicular (transmission and engine) oil for the

Government, which duties and responsibilities are more particularly described in Addendum I

(Scope of Services) attached hereto; and



WHEREAS, the Contractor was selected in accordance with 31 V.I.C. § 239(a)(8); and



WHEREAS, the Contractor represents that it is willing and capable of providing such

services; and



NOW, THEREFORE, in consideration of the mutual covenants herein contained, and

intending to be legally bound by this written instrument, the parties hereto do covenant and agree

as follows:



1. SERVICES



The Contractor will provide the services described in Addendum I (Scope of Services), attached

hereto and made a part of this contract.



2. TERM AND EFFECTIVE DATE



The term of this Contract shall be from November 30, 2020, to November 29, 2022. Upon the

date of execution by the Commissioner of the Department of Property and Procurement, the

Contract shal! become effective for the term set out herein. The Government, in its sole discretion,

shall have the option to renew this Contract for a period of one (1) additional year, subject to the

same terns noted herein, by providing the Contractor with sixty (60) days written notice of the

Government’s election to renew.



3. COMPENSATION



The Government, in consideration of the satisfactory performance of the services described in

Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Ten Thousand and



Contract No. PO49BOCT21 ee

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00/100 Dollars ($10,000.00) during the term of the contract in accordance with the provisions set

forth in Addendum I! (Compensation), attached hereto and made a part of this contract.



4. TRAVEL EXPENSES



Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the

Government agrees to pay documented transportation, subsistence, lodging and other travel

expenses, while in travel status, for trips which have been authorized in writing, in advance, by the

Government. These costs shall be advanced or reimbursed on the same basis as is applicable to

non-contract employees of the Government, or as agreed to by an addendum to this Contract,

however, said costs and expenses shal! not exceed N/A ($ N/A).



5. RECORDS



The Contractor, when applicable, will present documented precise records of time and/or money

expended under this Contract.



6. PROFESSIONAL STANDARDS



The Contractor agrees to maintain the professional standards applicable to its profession and to

consultants doing business in the United States Virgin Islands.



7. DOCUMENTS, PRINTOUTS, ETC.



Alt documents, books, records, instructional materials, programs, printouts and memoranda of

every description derived therefrom and pertaining to this Contract shall become the property of

the Goverment and shall be tumed over to it at the termination of this Contract. The above

described materials shall not be used by Contractor or by any other person or entity except upon

the written permission of the Government.



8. LIABILITY OF OTHERS



Nothing in this Contract shall be construed to impose any liability upon the Government to

persons, firms, associations, or corporations engaged by Contractor as servants, agents or

independent contractors, or in any other capacity whatsoever, or make Government liable to any

such persons, firms, associations, or corporations for the acts, omissions, liabilities, obligations

and taxes of Contractor of whatsoever nature, including, but not limited to, unemployment

insurance, gross receipt, excise, and social security taxes for Contractor, its servants, agents or

independent contractors.



9. ASSIGNMENT



The Contractor shall not subcontract or assign any part of the services under this Contract without

the prior written consent of the Government.



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10. INDEMNIFICATION



Contractor agrees to indemnify, defend and hold harmless Government from and against any and

all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (including

attorney’s fees) and causes of action of whatsoever character which Government may incur,

sustain or be subjected to, arising out of or in any way connected to the services to be performed

by Contractor under this Contract and arising from any cause, except the sole negligence of

Government.



11. INDEPENDENT CONTRACTOR



The Contractor shall perform this Contract as an independent contractor and nothing herein

contained shall be construed to be inconsistent with this relationship or status.



12. GOVERNING LAW



This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction

shall remain in the United States Virgin Islands.



13. WAIVERS AND AMENDMENTS



No waiver, modification or amendment of any term, condition, or provision of this Contract shall

be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly

authorized representatives, and specifying with particularity the nature and extent of such waiver,

modification or amendment. Any such waiver, modification or amendment in any instance or

instances shal! in no event be construed to be a general waiver, modification or amendment of any

of the terms, conditions or provisions of this Contract, but the same shall be strictly limited and

restricted to the extent and occasion specified in such signed writing or writings.



14. ENTIRE AGREEMENT



This agreement constitutes the entire agreement of the parties relating to the subject matter

addressed in this Agreement. This agreement supersedes all prior communications, contracts, or

agreements between the parties with respect to the subject matter addressed in this agreement,

whether written or oral.



15. RIGHT TO WITHHOLD



If work under this Contract is not performed in accordance with the terms hereof, the Government

shall give the Contractor written notice of the manner in which the Government contends the

Contract is not being performed in accordance with the terms hereof and in the event the Contractor

has not cured such performance issue within 15 days of Contractor’s receipt of such notice, then

Government will have the right to withhold out of any payment due to Contractor, such sums as

Government may deem ample to protect it against loss or to assure payment of claims q



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Contract No. PO49BOCT21 Contractor's Initials:

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therefrom, and, at its option, the Government may apply such sums in such manner as the

Government may deem proper to secure itself or to satisfy such claims. The Government will

immediately notify the Contractor in writing in the event that it elects to exercise its right to

withhold.



No such withholding or application shall be made by the Government if and while Contractor gives

satisfactory assurance to Government that such claims will be paid by Contractor or its insurance

carrier, if applicable in the event that such contest is not successful.



16. CONDITION PRECEDENT



This Contract shall be subject to the availability and appropriation of funds and to the approval of

the Commissioner of the Department of Property and Procurement.



17. TERMINATION



Either party will have the right to terminate this Contract with or without cause on thirty (30) days

written notice to the other party specifying the date of termination.



18. PARTIAL TERMINATION



The performance of work under this Contract may be terminated by the Government, in part,

whenever the Government shall deem such termination advisable by providing thirty (30) days

written notice to the Contractor. This partial termination shall be effected by delivering to the

Contractor a Notice of Partial Termination specifying the extent to which the term and/or duties

under this Contract are terminated and the date upon which such termination becomes effective.

The Contractor shal! be entitled to receive payment for services provided to the date of termination,

including payment for the period of the thirty (30) day notice.



19. NON-DISCRIMINATION



No person shall be excluded from participating in, be denied the proceeds of or be subject to

discrimination in the performance of this Contract on account of race, creed, color, sex, religion,

disability or national origin.



20. CONFLICT OF INTEREST



(a) Contractor covenants that it has no interest and will not acquire any interest direct or

indirect, which would conflict in any manner or degree with the performance of

services required to be performed under this Contract.



(b) Contractor further covenants that it is:



(1) _ not a territorial officer or employee (i.e., the Governor, Lieutenant Governor,

member of the Legistature, or any other elected territorial official; or an officer

or employee of the legislative, executive or judicial branch of the Government



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Contract No, PO49BOCT21 Contractor's initials:

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or any agency, board, commission or independent instrumentality of the

Government, whether compensated on a salary, fee or contractual basis); or

(2) a territorial officer or employee and, as such, has:



(i) familiarized itself with the provisions of Title 3, Chapter 37 of the Virgin

Islands Code, pertaining to conflicts of interest, including the penalties

provision set forth in section 1108 thereof:



(ii) not made, negotiated or influenced this Contract, in its official capacity;

and



(iii) no financial interest in the Contract as that term is defined in section

1101(1) of said Code chapter.



21, NOTICE



Any notice required to be given by the Terms of this Contract shall be deemed to have been given

when the same is sent by email, facsimile, certified mail, postage prepaid or personally delivered,

addressed to the parties as follows:



GOVERNMENT



Anthony D. Thomas



Commissioner



Department of Property and Procurement

8201 Sub Base, Suite 4



St. Thomas, VI 00802



Email: anthony.thomas@dpp.vi.gov

Telephone: (340) 774-0828



Wynnie Testamark



Director



Bureau of Corrections



RR 1, Box 9909



Kingshill, Vi 00850



Email: wtestamark@boc.vi.gov

Telephone: (340) 773-6309



CONTRACTOR



Marcia Richards



General Manager



VI Regulated Waste Management, Inc.

P.O. Box 222994



Christiansted, Vi 00822



Email: marcia@oneales.com

Telephone: (340) 773-9121



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Contract No. PO49BOCT21 Contractor's Initials: 7,

22. LICENSURE



The Contractor covenants that it has:

(a) —_ obtained all of the applicable licenses or permits, permanent, temporary or otherwise

as required by Title 27 of the Virgin Islands Code; and

(b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code

pertaining to professions and occupations.



23. OTHER PROVISIONS



Addenda I and I, attached hereto, are a part of this Contract and incorporated herein by reference.

24. DEBARMENT CERTIFICATION



By execution of this contract, the contractor certifies that it is eligible to receive contract awards

using federally appropriated funds and that it has not been suspended or debarred from entering

into contracts with any federal agency. The Contractor shall include this provision in each of its

subcontracts hereunder and shall furnish its subcontractors with the current “LIST OF PARTIES

EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT”. In the event

the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using

federal funds, the Contractor or subcontractor agrees that it shall not be entitled to payment for any

work performed under this contract or any subcontract and that the Contractor or subcontractor

shall promptly reimburse the Government of the Virgin Islands for any progress payments

heretofore made.



25. FALSE CLAIMS



Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon

or against the Government of the Virgin Islands, or any officer, department, board, commission or

other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor

acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin

Islands law.



26. INSURANCE



Contractor shall maintain the following insurance coverages during the term of this Contract:



(a) COMMERCIAL GENERAL LIABILITY: Commercial genera! liability insurance, in

a form acceptable to the Government, on a “per occurrence” basis with a minimum

limit of not less than one million dollars ($1,000,000.00) for any one person per

occurrence for death or personal injury and one million dollars ($1,000,000.00) for any

one occurrence for property damage. Insurance policy(ies) shall name the Government

of the Virgin islands as the certificate holder and additional insured via an endorsement.



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Contract No. PO4SBOCT21 Contractor's Initials:

(b) PROFESSIONAL LIABILITY: Not applicable.



(c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the

Government Insurance Fund or other form of coverage.



27. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES



A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding

upon the Parties hereto.



IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year

first above written.



GOVERNMENT OF THE VIRGIN ISLANDS



, ahd f2ef202/

Wyrtthie Testamark, Di e



Bureau of Corrections —)



Michie A Nim they BD Cobras si “2125/2024

[v AnthonyD/ Thomas, Commissioner Date

Department of Property and Procurement



VI REGULATED WASTE M GEMENT, INC.



Keith C. O’Neale, Jr.

President/CEO



(Corporate seal, if Contractor is a corporation)



APPROVED AS TO LEGAL SUFFICIESCY >.

DEPARTMENT OF JUSTICE BY- _ 2/24/2021

Assistant Attofney General



PURCHASE ORDER NO,



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Contract No. PO49BOCT21 _ . Contractor's mal EP