CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this | day of U.¢pnbue. 20 V1, in the Territory of the Virgin Islands, by and between the Government of the: Virgin Islands, Department of Property and Procurement, (hereinafter referred to as "Government") arid Nausch, Hogan &.Murtay (V.I.) Inc., whose address is 3562 Estate Honduras, Suite 3, St. Thomas Virgin Islands 00802 (hereinafter referred to as "Contractor”). WITNESSETH: WHEREAS, the Government needs a contiactor to provide insurance brokerage services which duties and responsibilities are more particularly described in. Addendum 1 (Scope of Work) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.L.C. § 239(a)(4) and 31 V.LC. § 239(a)(8), and WHEREAS, the Contractor represents that it is willing and capable of providing such services; 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 | (Scope of Services)-attached hereto and made a part of this contract. 2. TERM This Contract shall commence on December.7, 2017 and shall terminate. three hundred and sixty-five days thereafter. The Government shall have the option to. renew this Contract at the rate of Two Hundred Forty- Four Thousand Three Hundred Forty-Seven Dollars and Zero Cents ($244,347.00) 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 the sum of Two Hundred Fifty-Seven Thousand Two Hundred Six Dollars and Zero Cents ($257,206.00) in ‘accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3. (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and.other travel.expenses, while ‘in travel status, for trips which have been authorized in writing, in advance, by the Government. These. costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, ot as agreed to by an addendum to this Contract, however, said costs and:expensés shall not exceed N/A ($ N/A). 5. RECORDS. Contract No.. P0 1 7 DPP T 1 8 , Page | Contractor’s Initials: ice 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 turtied 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 beconstrued to impose any liability upon the Government to persons, firms, associations, or corporations engaged by Contractor as servants, agents, or independent-contractors, or in ay other capacity whatsoever, or make Government liable to any such persons, firms associations, lor 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 sabcontract 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) anid causes of action of whatsoever character which Government may iricur, 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 heréin contained shall be construed to be inconsistent with this relationship or status. 12. GOVERNING LAW ‘This Contract shail be governed by the laws of the Un ited States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. - ; Page 2 ( Contract No. PA ] / D P P T ] 8 Conttactor’s Initials: 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,. modifi cation or amendment. Any such waiver, modification or amendment‘in any instance or iistances:shall in nio‘event be- consirued to be a general waiver, modification or atnendment of any of the terms, conditions or provisions of this Contract, but the same shal] be strictly limited and restricted to the extent and occasion specified in ‘such signed writing or writings. 14, ENTIRE AGREEMENT This agreement constilutes 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, 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. orto. 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. Goverment will immediatety. notify the Contractor in writing in-the event that it elects to exercise its right to withhold. No stich withholding or application shall be itade. by Government ifand 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 on sixty (60) 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 shail deem’such termiiriation 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’sixty (60) day notice. po17DPPT18 Page 3 ‘Contract No. Contractor’s Initials: 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: rap) not a territorial officer or employee (i:¢., 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 comperisated ota 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 !108 thereof; (i) 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. 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 saine 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 3274 Estate Richmond Christiansted, Virgin Islands 00802 CONTRACTOR Scott W. Murray President Nausch, Hogan & Murray (V-I.), Ine. 3562 Estate Honduras, Suite.3 St. Thomas, Virgin Islands 00802 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 Pp o170 peti Page-4 S Contract No. ‘Contractor’s Initials: . (b} familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. ‘24, OTHER PROVISIONS Addenda | and I attached hereto are a 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 airy. subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 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 [slands law. IN WITNESS WHEREOF, the parties have hereunto-set their hands on the day and year first above written. INTENTIONALLY LEFT. BLANK — SIGNATURES FOLLOW naon Page 5. C | Contract No. P 0 | f D P P T ] g Contractor’s Initials: WI; ESSES; GOVERNMENT OF THE VIRGIN ISLANDS Let bl Poa . } ' (HRY LMNY fbn Aoyd T. Bough, Jr. Commissioner: Date Mit URL AS Department of Property and Procurement ~CONTRACTOR ,f Scott W. Murray, President. ae / Nausch, Hogan & Murray. (V-1.), Inc. (Corporate seal, if Contractor is-a corporation) Date:. 5] 1} re The Honorable Kenneth E. Mapp GOVERNOR OF THE VIRGIN ISLANDS. APPROVED. AS TO. LEGAL SUFF ICJEN DEPARTMENT OF JUSTICE BY: Yh & PURCHASE ORDER NO. CERTIFICATE OF APPROVAL Thereby certify that this is a true and-exact copy of Contract No. entered into between the Department of Property and Procurement and Nausch,. Hogan & Murray (V.L), Inc. Lloyd T. Bough, Jr., Commissioner. Department of Property and Procurement pH1ZDPPTIB Paseo ? Contract No. PO V? L Contractor’s Initials: jn