CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT is made this 30th __ day of __ May . 2023 , 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 Burcau of Corrections (hereinafter referred to as

“Government”) and Homer Venters (hereinafter referred to as “Contractor’).



WITNESSETH:



WHEREAS, the Government is in need of the services of a subject matter professional,

pursuant to the terms of a Settlement Agreement (“Agreement”), to serve as an independent. court-

appointed expert in the matter of Lawrence Carty, et al. v. Albert Bryan, Jr., et al., Civil No. 1994-

78 (the “Case”), which duties and responsibilities are more particularly described in Addendum |

(Scope of Services) attached hereto; and



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

selection process described under Section VIII, Monitoring of the Agreement, and



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

services; and



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

contained, and intending to be legally bound by this written instrument, the partics 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



This Contract shall be effective upon the date of execution by the Governor of the United States

Virgin Islands and shall terminate three years (3) thereafter (“Initial Term”). The Government, in

its sole discretion, shall have the option to renew this contract for two (2) additional period of one

(1) 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.



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Contract No. P053BOCT23 Contractor's Initials: W

3. COMPENSATION



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

Addendum I (Scope of Services), agrees to pay the Contractor a sum not to exceed One Million

Dollars and Zero Cents ($1,000,000.00) in accordance with the provisions set forth in and

Addendum II (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, related to any compliance assessment, technical assistance,

testimony or other tasks related to the Agreement. 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 compensation as

outlined in Addendum II.



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 of this Contract. The above

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

the written permission of the Government. Notwithstanding the foregoing, the Contractor retains

rights to its non public financial records and other proprietary information, and the Government

will not have right to inspect or copy that information.



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



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insurance, gross reccipt, 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, which shall not be unreasonably withheld.



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 whatsocver 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, of 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, modiftcation 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 contract constitutes the entire agreement of the parties relating to compensation for work

performed under the Agreement. This contract supersedes all prior communications or contracts

between the parties with respect to professional services to be performed under the Agreement,

whether written or oral, but does not replace the terms and conditions of the Agreement as agreed

to by the Parties and entered into the court.



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Contract No. PO53BOCT23 Contractor's Initials: AVY :

15. RIGHT TO WITHHOLD



Subject to the Court’s approval, 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 clects to exercise its right to

withhold.



No such withholding or application shall be made by Government if and white 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 of the U.S. Virgin Islands.



17. TERMINATION



The Government may request termination of the Contractor for good cause in accordance with

Section VIH of the Agreement, but any request for termination of a court-appointed expert will be

subject to the terms and conditions of the Agreement and subject to any court order.



18. PARTIAL TERMINATION



The Government may request termination of the Contractor for good cause in accordance with

Section VIII of the Agreement, but any request for termination of a court-appointed expert will be

subject to the terms and conditions of the Agreement and subject to any court order.



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 intcrest 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 ts:



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(1) not a territorial officer or employce (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, fec or contractual basis): or



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



(i) familiarized itsclf 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 | 108 thereof;



(ti) not made, negotiated or influenced this Contract, in its official capacity:

and



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

1 108(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 personaliy delivered.

addressed to the parties as follows:



GOVERNMENT



Lisa M. Alejandro



Acting Commissioner



Department of Property and Procurement



8201 Sub Base, Suite 4



St. Thomas, VJ 00802



Email: lisa.alejandro(aidpp.vi.gov



Telephone: (340) 774-0828



Wynnie Testamark



Director



Bureau of Corrections



RR 1, Box 9909



Kingshill, VI 00850



Email: Wynnie.testamark(@boc.vi.gov

Telephone: (340) 773-6309



CONTRACTOR



Homer Venters



Medical Expert



10 1/2 Jefferson St.



Port Washington, NY 11050-3206

Lmail:hventers@ymail.com



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Contract No, PO53BOCT23 Contractor's Initials WV

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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 f, II, and Exhibit A, attached hereto, are a part of this Contract and are 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 shal! 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: Commerical General Liability Insurance, in

a form acceptable to the Government, which covers the services being performed under



this Contract, with policy limits of not less than onc million dollars ($1,000,000.00) per

claim.



(b) PROFESSIONAL LIABILITY: Not Applicable.



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(c) WORKERS’ COMPENSATION: Not Applicable



27. FACSIMILE, ELECTRONIC & DIGITAL. SIGNATURES



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

upon the Partics hercto



WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS

 k4filanc Uy) wv Toohorguse 5{u] 22

Wynime Testamark, Director (ate!



Bureau of Corrections



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Hapchlne A fase <BLHO 5/11/2023

ED Lisa M Alejandro, Acting Comnussioner Date



Department of Property and Procurement



CONTRACTOR

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Medicai Expert

(Corporate seal, 1f Contractor ts a corporation)

APPROVED:



: ah Hrs < Dae: B/zy



Governor of the U.S. Virgin tslands



APPROVED AS TO LEGAL SUFFICSAICY

DEPARTMENT OF JUSTICE BY: Cael. Werner 5/16/2023

istant Attorney General



PURCHASE ORDER NO.



Contract No. POS3BOCT23 Contractor's inials (ft)