CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT is made this IB} day of Ale i" , 2018, in the Territory of the Virgin Islands,

by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of

the Office of Management and Budget (hereinafter referred to as "Government") and Environmental Support



Services, LLC, (hereinafter referred to as "Contractor")



WITNESSETH:

WHEREAS, the Government is in need of the services of a Contractor to perform in the capacity

of Consultant to Support the Development of the U.S. Virgin Islands Climate Change Program, which

duties and responsibilities are more particularly described in Addendum I (Scope of Work) attached hereto; and



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

to RFP-016-2017 (P);



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 Work) attached hereto and



made a part of this contract.



2. TERM

This Contract shall commence upon the execution of this Contract by the Governor of the Virgin Islands



and shall terminate one (1) year thereafter.



3. COMPENSATION

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



Addendum I (Scope of Work), agrees to pay Contractor the sum of SIXTY FIVE THOUSAND DOLLARS

($65,000.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and



made a part of this contract.



4, TRAVEL EXPENSES

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



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



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

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

employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and



expenses shall not exceed ($ N/A).



5. RECORDS

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



expended under this Contract. Payments will be in accordance to the agreed upon Timeline and Deliverables as

referenced as Addendum I — Scope of Work.



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.

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7, DOCUMENTS, PRINTOUTS, ETC.

All documents, books, records, instructional materials, programs, printouts and memoranda of every



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

shall be turned over to it at the termination of this Contract. The above described materials shall not be used by

Contractor or by any other person or entity except upon the written permission of the Government.



8. LIABILITY OF OTHERS

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



firms, associations, or corporations engaged by Contractor as servants, agents, or independent contractors, or in

any other capacity whatsoever, or make Government liable to any such persons, firms associations, or

corporations for the acts, omissions, liabilities, obligations and taxes of Contractor of whatsoever nature,

including but not limited to unemployment insurance 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.



10. INDEMNIFICATION

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



loss, damage, liability, claims, demands, detriments, cost, charges and expense (including attorney’s fees) and

causes of action of whatsoever character which Government may incur, sustain or be subjected to, arising out of

or in any way connected to the 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 shall in no event be

construed to be a general waiver, modification or amendment of any of the terms, conditions or provisions of

this Contract, but the same shall be strictly limited and restricted to the extent and occasion specified in such



signed writing or writings.



14. ENTIRE AGREEMENT

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



this agreement. This agreement supersedes all prior communications, contracts, or agreements between the

parties with respect to the subject matter addressed in this Agreement, whether written or oral.



15. RIGHT TO WITHHOLD

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

the right to withhold out of any payment due to Contractor, such sums as Government may deem ample to

protect it against loss or to assure payment of claims arising therefrom, and, at its option, Government may

apply such sums in such manner as Government may deem proper to secure itself or to satisfy such claims.

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



withhold.



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

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

applicable in the event that such contest is not successful.



16. CONDITION PRECEDENT

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



Governor.



17. TERMINATION

Either party will have the right to terminate this Contract with or without cause with 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 shal! deem such termination advisable. This partial termination shall be effected by delivering

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

this Contract are terminated and the date upon which such termination becomes effective. The Contractor shall

be entitled to receive payment for services provided to the date of termination, including payment for the period



of the thirty [30] day notice.



19. NON-DISCRIMINATION

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



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



national origin.



20. CONFLICT OF INTEREST

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



indirect, which would conflict in any manner or degree with the performance of services required to be

performed under this Contract.



(b) Contractor further covenants that it is:

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



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

the legislative, executive or judicial branch of the Government or any agency, board, commission

or independent instrumentality of the Government, whether compensated on a salary, fee or

contractual basis); or

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

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

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;

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



1101(1) of said Code chapter.

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21. EFFECTIVE DATE

The effective date of this Contract shall be the day of execution of the Contract by the Governor.



22. NOTICE

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

the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows:



GOVERNMENT Lloyd T. Bough, Jr., Commissioner

Department of Property and Procurement

Sub Base, Building No. 1, Third Floor

St. Thomas, VI 00802



Nellon L. Bowry, Director and successors

Office of Management and Budget



5041 Norre Gade — 2™ Floor

Emancipation Gardens Station



St. Thomas, US Virgin Islands 00802



CONTRACTOR

Environmental Support Services, LLC

Lloyd Gardner, Manager

P.O. Box 305031

St. Thomas, VI 00803-5031

23. 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) familiarize itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining

to professions and occupations.



24. OTHER PROVISIONS

Addendum I and Addendum II are attached hereto, made part of this contract and are incorporated herein by

reference



25. DEBARMENT CERTIFICATION



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

federally appropriated funds and that it has not been suspended or debarred from entering into contracts with

any federal agency. The Contractor shall include this provision in each of its subcontracts hereunder and shall

furnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL

PROCUREMENT OR NON PROCUREMENT”. In the event the Contractor or any subcontractor

misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor

agrees that it shall not be entitled to payment for any work performed under this contract or any subcontract and

that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for any

progress payments heretofore made.



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26. FALSE CLAIMS

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



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

thereof, knowing such claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a

false, fictitious or fraudulent claim is an offence under Virgin Islands law.



27. NOTICE OF FEDERAL FUNDING

Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds. Contractor



warrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to be

false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim



is a federal offense.



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

written.



WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS



Nellon L’Bowry, Directdr Jate



Office of Management and Budget



Lloyd T. Bough, Jr., Commissioner Da

Department of Property and Procurement



e CONTRACTOR

ep Ih ja po

es SS Lloyd Gardner Date



Environmental Support Services, LLC

(Corporate seal, if Contractor is a corporation)



APPROYE



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Date: 0 3- IS-/



KennethE.Mapp

GOVERNOR OF THE VIRGIN ISLANDS

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APPROVED AS TO LEGAL SUFFICIENCY



DEPA



T OF JUSTICE BY



Signature



Date shld



Print Name



PURCHASE ORDER NO.



CERTIFICATE OF APPROVAL



I hereby certify that this is a true and exact copy of Contract No. entered into



between the Department of Property and Procurement and Environmental



Support Services, LLC.



Lloyd T. Bough, Jr., Commissioner



Department of Property and Procurement



(RFP-016-2017(P))



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