Contract

CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT is made this 30th day of September_, 2024, in the Territory of the

Virgin Islands, by and between the Virgin Islands Department of Education (hereinafter referred

to as ("Government or Department") of 1834 Kongens Gade, St. Thomas, U.S. Virgin Islands

00802 and LDV, Ine. of 180 Industrial Drive, Burlington, WI 53105 (hereinafter referred to as

"Contractor").



WITNESSETH:



WHEREAS, Virgin Islands Department of Education, (“VIDE”), pursuant to Title 3

Virgin Islands Code, Chapter 7, Section 96, is required to promote the cause of education, and

achieve a high level of general education throughout the Virgin Islands, and is authorized to

exercise such powers, and perform such other duties and functions, as may be prescribed by law,

to fulfill this duty; and



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

purchase and delivery of two (2) retrofitted mobile reading buses, one (1) mobile bus for the St.

Thomas/St. John school district and one (1) mobile bus for the St. Croix school district which

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

attached hereto; and



WHEREAS, the Government solicited the services under Invitation for Bids (IFB) No.

BD-24-400-400 1-403; 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:



1. SERVICES



The Contractor will provide the services described in Addendum I (Scope of Services) attached

hereto and made a part of this contract.



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2. TERM AND EFFECTIVE DATE



This Contract shall be effective upon the date of execution of this Contract by the Commissioner

of Property and Procurement and shall terminate two (2) years thereafter.



3. COMPENSATION



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

Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Five Hundred

Ninety-Seven Thousand, Three Hundred Seventy-Six Dollars and Zero Cents ($597,376.00)

in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and

made a part of this contract.



4. TRAVEL EXPENSES -— Not Applicable



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).



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

the written permission of the Government.



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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, gross receipt, 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.



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 incurs, 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



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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



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 Commissioner of Property and Procurement.



17. TERMINATION



Either party will have the right to terminate this Contract with or without cause on ninety (90) days

written notice to the other party specifying the date of termination. This termination shall be

effected by delivering to the Contractor a Notice of Termination specifying the date upon which

such termination becomes effective. The Contractor shall be entitled to receive payment for

services, or equipment, provided to the date of termination, including reasonable payment for the

period of the ninety (90) days’ notice.



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 by providing ninety (90) days

written notice to the Contractor. This partial termination shall be effected by delivering to the



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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, or equipment, provided to the

date of termination, including reasonable payment for the period of the ninety (90) days’ 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;

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:



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GOVERNMENT

Dionne Wells-Hedrington Ed.D., Commissioner

Department of Education

1834 Kongens Gade

St. Thomas, U.S. Virgin Islands 00802



CONTRACTOR

Mary Lynch



Vice President



LDV, Inc.



180 Industrial Drive

Burlington, WI 53105



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, 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.



24. 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



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acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin

Islands law.



25. 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 offence.



26. INSURANCE

Contractor shall maintain the following insurance coverages 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 ($1,000,000.00) 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 damage. Insurance policy(ies) 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. FORCE MAJEURE



Neither Party shall be liable to the other for any delays or failure to perform under this Contract,

as a result of conditions reasonably beyond the Party’s control including but not limited to war,

terrorist acts, riot, strikes, fire, earthquakes, hurricanes, floods, or any act of God.



28. DEFAULT AND FAILURE TO PERFORM

In the event of any failure or refusal of the Contractor to perform its obligations under this

Contract, except as defined in Paragraph 27, all costs, charges, and expenses that the Department



suffers shall be a part of the damages to be paid by the Contractor to the Department, as a result of

such failure or refusal to perform.



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29. BILLING PROCEDURES and PAYMENT



The Department will pay Contractor upon receipt of properly completed invoices. The invoices

shall describe and document to the Department’s satisfaction, and shall contain information,

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 Il attached hereto, and incorporated into this Contract. Upon request, the Contractor

shal} submit with each invoice applicable supporting documents including but not limited to due

for the applicable invoice period. All invoices shall be submitted electronically to Michal Rhymer-

Browne at michal.rhymer@vide.vi, Carla Bastian-Knight, Ed.D. at carla.bastian@vide.vi, Desha

Powell, Ed.D. at desha.powell@vide.vi, and Astrid Hypolite at astrid.hypolite@vide.vi



Payment shall be considered timely if made by the Department within thirty (30) 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 Department

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 Department.



30. 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.



31. FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES



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

upon the Parties hereto.



32. OTHER PROVISIONS



Addenda I, II, and III attached hereto are a part of this Contract and are incorporated herein by

reference.



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

first above written.



GOVERNMENT OF THE VIRGIN ISLANDS



9/30/2024



Lisa M. Alejandro Date

Commissioner

Department of Property & Procurement



Nya QObVodurr te - - 09/30/2024



Dionne Wel s-Hedringtén, Ed.D., Date

Commissioner

Department of Education



CONTRACTOR



at a



Mary) Ie ich Date



Vicé ident

LDV, Inc.



(Corporate seal, if Contractor is a corporation)



APPROVED AS TO LEGAL SUFFICIENCY



DEPARTMENT OF JUSTICE BY: &, Ane /- VA Leg, A A (2 Date 9/30/2024



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