CONTRACT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT is made this
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day of
20, 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 Internal Revenue (hereinafter referred to
as “Government”) and enVision VI, Corp. (hereinafter referred to as ‘Contractor”).
WITNESSETH:
WHEREAS, the Government is in need of the services of a Contractor to upgrade its
virtual
server environment and standardize
it’s computer applications,
which duties and
responsibilities are more particularly described in Addendum
I (Scope of Services) attached
hereto; and
WHEREAS, the Government solicited the services under RFP No. 033-T-2019 (P); 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:
. 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
This Contract shall be effective upon the date of execution of this Contract by the Commissioner
of the Department of Property and Procurement and shall terminate one thousand two hundred
seventy-five days (1275) thereafter.
3. COMPENSATION
The Goernment in consideration of the satisfactory pertbrmance of the services described in
Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Three Hundred
Fifty-two Thousand Four Hundred Forty Dollars and Sixty-three Cents ($352,440.63) in
accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made
a part of this contract.
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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 shall not exceed
N/A
(S 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.
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 ol’ 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. fim-is. 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.
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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
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
rhe 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, hut 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.
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15. RIGHT TO WITHHOLD
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
sccure 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 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 Governmcnt. 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 Partal Termination specifying the extenL to which the term andlor 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.
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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 orncer 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;
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 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 Virgin Islands 00802
Joel A. Lee, CPA, Director
Virgin Islands Bureau of Internal Revenue
6115 Estate Smith Bay
— Suite 225
St. Thomas, Virgin Islands 00802
CONTRACTOR
EnVision VI. Corp.
2-2 Estate Bovoni Bay #3
St. Thomas. Virgin Islands 00802
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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, II and Ill attached hereto arc a part of this Contract and arc 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 LlST 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 an 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, hoard, 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 coveragcs during the term of this Contract
(a) COMMERCIAL GENERAL LIABILITY: Commercial general 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 ($L000.000.OO) 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
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damage. Insurance policy shall name the Government of the Virgin Islands as the certificate
holder and additional insured via an endorsement.
(b) WORKERS’ COMPENSATiON: Contractor shall supply current coverage under the
Government Insurance Fund or other form of coverage.
27. FASCIMILE, ELECTRONEC & 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.
/
ISLAN DS/
DiXe.
Anthony D, Thomas, Commissioner
Department of Property and Procurement
Date
ao
9L.
Epp
CONTRACTOR
/
Vice President of Sales
And Marketing
EnVision VI, Corp.
(Corporate seal, if Contractor is a corporation)
‘Jo9 2O)O
Date
APPROVED AS TO LEGAL SUFF
DEPARTMENT OF JUSTICE RY: (
44t1
8/12/2020
PURCHASE ORDER NO.
7
Contractor’s InhIiaI’________
Joel/’Lee, CPA, Director
flurcau of Internal Revenue
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