CONTRACT FOR PROFESSIONAL SERVICES



THIS CONTRACT made the | an day of Sung, , 2018, in the Territory of

the U.S. VirginIslands by and between the Government of the Virgin Islands,

DEPARTMENT OF PROPERTY AND PROCUREMENT, on behalf of the

DEPARTMENT OF EDUCATION, 1834 Kongens Gade, St. Thomas, Virgin Islands 00802-

6746 (hereinafter referred to as “Government”), and Otis Educational Systems, Inc., dba Otis

Educational Systems 3845 Powder Springs Road, Suite 202 Power Springs, Georgia 30127

(hereinafter referred to as “Contractor” or “OtisEd”).



WITNESSETH:



WHEREAS, the Parties entered into a Contract for Professional Services,

PC093DOE13 (“Contract”), executed June 5, 2013 as amended by Contract No. PO47DOET16

and renewed by PCO67DOEI15 and PO49DOET17 wherein the Contractor performed services

to develop a State Longitudinal Data System (“SLDS), referred to as the Virgin Islands Virtual

Information System (“VIVIS”) to provide usable, timely, accurate data that is accessible to

other agencies of the Government (“GVT’) to capture a continuum of critical data such as early

warning indicators, to improve educational standards so that students successfully advance

through their educational careers to become productive citizens; and



WHEREAS the Contractor built the SLDS to extract, transform, load and store data

from participating government agencies using an exclusive web-based solution (iMart

Technology System) to design and engineer the VIVIS data system;



WHEREAS, in 2015 the GVI launched and relies on Virgin Islands Virtual Information

System (“VIVIS”) to provide agencies and the public with usable, timely, accurate data;



WHEREAS, the Department is in need of a Contractor to provide specific iMart

technology software solutions (iMart Analytics/Nimble) to continue to operate, update and host

the State Longitudinal Data System, VIVIS and to supply technical assistance services;



WHEREAS, the Contractor, having sole propriety rights is in sole possession of the iMart

technology system required to host, maintain and improve the State Longitudinal Data System; and



WHEREAS, the Contract No. PCO93DOE13 expired on June 5, 2018, prior to the

completion of Deliverable No. 8—<System Construction, which included the extraction,

transformation and loading (ETL) of the shared data from the Department of Finance; and



WHEREAS, as a result of the Contractor’s propriety interest in the iMart technology

system these services is authorized pursuant to Title 31 V.I.C. § 239(8), which permits the

Government to purchase or contract for services for which it is impracticable to obtain

competition; and



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WHEREAS, the Contractor represents that it has complied with all applicable local and

federal laws and rules and regulations, as they apply to the implementation of this Contract and

it is willing and capable of assisting the VIDE in the continued development of VIVIS which

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

attached hereto; 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 Work)

attached hereto and made a part of this Contract.



2. TERM



This Contract shall commence on June 6, 2018, however shall be made effective upon

the execution by the Governor of the Virgin Islands and shall terminate one (1) year after its

commencement on June 5, 2019. The Government shall have the option to renew the Contract

for four (4) additional one (1) year periods subject to the appropriation and availability of funds,

and provided that the Government serve written notice of its decision to exercise said option(s)

prior to the expiration of the Contract term.



3. COMPENSATION



The Government, in consideration of the satisfactory performance by the Contractor of

the services described in Addendum I (Scope of Work), agrees to pay the Contractor the sum of

SIX HUNDRED FORTY-SIX THOUSAND, THREE HUNDRED FIFTY-FOUR

DOLLARS AND SIXTY CENTS ($646,354.60), in accordance with the provisions set forth in

ADDENDUM II (Compensation) attached hereto and made a part of this Contract. Should the

Government decide to exercise a renewal option as specified in Paragraph 2, the Contract cost

for each additional one year period shall be the sum of THREE HUNDRED SIXTY-ONE

THOUSAND, FOUR HUNDRED FORTY DOLLARS AND ZERO CENTS ($361,440.00).



4, TRAVEL EXPENSES



Inclusive of the compensation for services as specified in Paragraph 3 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 FIFTEEN THOUSAND DOLLARS AND

ZERO CENTS ($15,000.00) for Year One and FIVE THOUSAND DOLLARS ($5,000.00)

for each renewal year, subject to the appropriation and availability of funds,



5. RECORDS

The Contractor, when applicable, will present documented precise records of time

and/or money expended under this Contract.



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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, 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 the Government 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 prior consent of the Government.



10. INDEMNIFICATION



The Contractor agrees to indemnify, defend and hold harmless Government from and

against any and all 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



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hereto or their duly authorized representatives and specifying with particularly 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 Contract constitutes the entire agreement between the parties hereto, and all prior

understanding or communications, written or oral, with respect to the Project, which is the

subject matter of this Contract, are merged herein.



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 lost 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 contests is not successful.



16. CONDITION PRECEDENT

This Contract is subject to the availability of funds appropriated for such purpose and to

the approval of the Governor of the Virgin Islands.



17. TERMINATION

Either party shall 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. 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 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 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

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

the District, 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, 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 this 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 of the Virgin Islands.



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 & PROCUREMENT

Sub Base, Building No. 1

St. Thomas, Virgin Islands 00802



Sharon Ann McCollum, Ph.D. Commissioner

DEPARTMENT OF EDUCATION



1834 Kongens Gade



St. Thomas, Virgin Islands 00802-6746



CONTRACTOR: Timothy H. Nall

Chief Operating Officer and Treasurer

3845 Powder Springs Road, Suite 202

Power Springs, Georgia 30127



23. LICENSURE

The Contractor covenants that it has:



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

Code pertaining to professions and occupations,



24. FALSE CLAIMS



The 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 claim to be false, fictitious or

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

an offense under Virgin Islands law.



25. NOTICE OF FEDERAL FUNDING



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

funds. The 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. The Contractor acknowledges

that making such a false, fictitious, or fraudulent claim is a federal offense.



26. 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 it subcontractors with the

current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON-

PROCUREMENT.” in the event the contractor or 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.



27. LIABILITY INSURANCE



The Contractor shall provide the Government with proof of commercial general liability

insurance and professional liability coverage for the entire period of this Contract. The

Contractor shall be insured under a general liability policy in the amount of not less than One

Million Dollars and Zero Cents ($1,000,000.00) per occurrence, and professional liability

policy (Errors and Omissions) in the amount not less than One Million Dollars ($1,000,000.60)

per claim. In the event that the Contractor’s existing coverage will expire before the end of the

term of this Contract, Contractor shal] provide proof of the renewal of coverage within ten (10)

days after beginning of the new period of the insurance. The policies shall be maintained with

insurer(s) and in a form satisfactory to the Government, and the Contractor shall submit a

Certificate of Liability Insurance and Declaration/Endorsement pages naming the Government

as an additional insured and certificate holder on the commercial general liability policy.



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including but not limited to, the period of services covered by the invoice, description of the

services performed, and the amount of fees in accordance with the compensation schedule in

ADDENDUM II attached hereto and made a part of this Contract. Each invoice must be

accompanied by applicable supporting documents, which may or may not include time logs,

work schedules, reports, plans, and any other deliverables due for the invoice period.



Payment shall be considered timely if made by the Government within forty-five (45)

days after receipt of properly completed invoices, and verification that the services invoiced

were provided in accordance with the Contract and all applicable federal and local laws and

regulations, including all applicable policies, rules and procedures pertaining to this Contract or

the services provided hereunder. Payment shall be sent to the address designated by the

Contractor. The Government may, at its sole discretion, withhold payments claimed by the

Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or

condition of this Contract. No payments in advance or in anticipation of services or supplies to

be provided under this Contract shall be made by the Government.



29. SEVERABILITY



If any of the provisions of this contract are determined to be invalid, such invalidity shall

not affect or impair the validity of the other provisions, which shall be considered severable and

shall remain in full force and effect.



30. OTHER PROVISIONS



ADDENDUM I, ADDENDUM II, ADDENDUM III, and Contractor’s eligibility

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

In the event of a conflict between the terms and conditions of the general provisions of this

Contract as set out in Sections 1 through 30 of this Contract, and the terms and provisions of

any Addendum or Attachment to this Contract, the terms and conditions of said general

provisions of the Contract shall prevail.



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IN WITNESS WHEREOF, the parties intending to be legally bound have hereunto set



their hands on the day and year first above written



WITNESSES



GOVERNMENT OF T.



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Sharon Ann McCollum, Ph. D



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Timothy H. Nall



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