GOVERNMENT OF

THE UNITED STATES VIRGIN ISLANDS



— 9 —

DEPARTMENT OF PROPERTY & PROCUREMENT



BLoG. # 1 SUB BASE

ST. THOMAS, U.S. VIRGIN ISLANDS 00802



CONTRACT NO.; PCOO3DPW 14



DATE:

Date: October 12, 2013

EXERCISE OF RENEWAL OPTION

Contractor Description of Scope of Work/Services

Chem Chek Co., Inc To provide Administrative services in

1750 Alma Road #108 connection with Drug and Alcohol

Richardson, TX 75081 testing program to satisfy the rules and



regulations of the Federal Transit

Administration (FTA) for the public

transportation system in the United

States Virgin Islands (VITRAN) and the

Department of Public Works (DPW).



Pursuant to the renewal option provision, PCO03DPW14 above mentioned contract, and subject to

the appropriation and allotment of necessary funds, notice is hereby given that the Government of

the U.S. Virgin Islands, Department of Public Works exercises its option to renew and does



hereby renew the aforementioned contract for the period October 9, 2015 to October 8, 2016 at

the rate stipulated cost therein.



All the terms, covenants, and conditions of the contract affected shall continue in full force and

effect.



Please acknowledge receipt and acceptance hereby signing and returning the three (3) originals

to:



The Department of Property and Procurement

Bldg. #1, Sub Base, 3rd Floor

St. Thomas, U.S. Virgin Islands 00802



ACKNOWLEDGMENT & ACCEPTANCE: GOVERNMENT OF THE VIRGIN ISLANDS

f /

( ink >O SKS Cat

Lori Bauske, CEO _ ~ Jraddo nN. Bennett, Commissioner

Chem Chek Co., Inc. Department of Property and Procurement



Date: WI) /) les Date: Ie = 0 q : Jb IS”

POOSDPWT16



Renewal No.

CONTRACT FOR roo SERVICES

THIS AGREEMENT is made this iy day of _ LU ber , 2013, 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 DEPARTMENT OF PUBLIC WORKS (hereinafter

referred to as “Government”) and CHEM CHEK CO., INC., (hereinafter referred to as

“Contractor’).



WITNESSETH:

WHEREAS, the Government of the Virgin Islands executed Professional Services

PCO13DPW13 (“the Contract”) with Contractor on October 26, 2012, which terminate on

October 25, 2013;



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

administrative services in connection with its Drug and Alcohol testing program to satisfy the

rules and regulations of the Federal Transit Administration (FTA) for the public transportation

system in the United States Virgin Islands (VITRAN), and the Department of Public Works,

which duties and responsibilities are more particularly described in Addendum | (Scope of

Services), Addendum II (Compensation), Addendum III (General Provisions) attached hereto;

and



WHEREAS, Chem Chek Co, Inc. has provided satisfactorily and reliable administrative

services to the Government under Addendum I (Scope of Services) attached hereto; 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/THIRD PARTY ADMINISTRATOR

The Contractor will provide the administrative services described in Addendum I

(Scope of Services) attached hereto and made a part of this contract.



2s TERM

This Contract shall commence upon the execution of this Contract by the

Governor of the Virgin Islands and shall terminate SEVEN HUNDRED AND THIRTY

(730) DAYS thereafter with a one (1) year renewal option.



a) Upon termination of this Agreement, and upon the written request of Government,

Contractor agrees that it will provide the Government with electronic copies of all then-

existing database information, files and materials related to the Services, in a Microsoft or

office standard format. Furthermore, if the Services include Medical Review Officer



Contract No. PCOO3DPW | 4

2



Services (“MRO”), Contractor will facilitate and assist Government with the transfer of

Government’s substance abuse testing records to a new Medical Review Officer (MRO)

within ten working days as required by applicable federal regulations (the Government

acknowledges that Contractor may keep copies of such information as required under

applicable federal and state laws).



b) The Government reserves the right and shall be at liberty to inspect all materials prior to

written notice during normal business hours during the contract period and shall have the

right to reject all materials and workmanship which do not conform with the Scope of

Work; provided, however, the Government is under no duty to make such inspection and,

if no such inspection is made, the Contractor shall not be relieved of any obligation to

furnish materials and workmanship strictly in accordance with the Scope of Work. The

Federal Transit Administration (FTA) shall be afforded the same inspection rights

reserved by the Government in this clause.



3. COMPENSATION



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

described in Addendum I (Scope of Work), agrees to pay the Contractor an amount not to exceed

Sixty-four Thousand Eight Hundred Dollars ($64,800.00) in accordance with the provisions set

forth in Addendum II (Cost Proposal) attached hereto and made a part of this contract.



4, TRAVEL EXPENSES



Inclusive to 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 upon by an addendum to this Contract. However, said costs and

expenses shall not exceed Five Thousand Dollars ($5,000.00).



5. 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.



6. 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. The Government reserves the right and

shall be at liberty to inspect all materials and at any time during the contract period and shall

have the right to reject all materials and workmanship which do not conform with the Scope of

Services; provided, however, the Government is under no duty to make such inspection and, if no

such inspection is made, the Contractor shall not be relieved of any obligation to furnish

materials and workmanship strictly in accordance with the Scope of Services. The Federal



Contract No. PCOOZDPW14

Transit Administration [FTA] shall be accorded the same inspection rights reserved by the

Government in this clause.



Fe



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.



ASSIGNMENT



The Contractor shall not subcontract or assign any part of the services under this

Contract without the prior written consent of the Government. In the event that the

designated Project Manager terminates from the employ of the Contractor, the resume of

the proposed replacement must be submitted to the Government to ensure compliance

with the stated requirements. In the event that, for any reason whatsoever, there is a

period of time in excess of two (2) weeks, during which there is no designated Project

Manager, the Contractor shall assign a senior management official to perform the duties

of the position until a permanent replacement is found. The Contractor shall, at all times,

act in good faith to maintain the quality and continuity of its management personnel. The

Contractor shall further designate two (2) senior management officials who may be

contacted by telephone at any time in the event of an emergency and the Project Manager

cannot be reached.



INDEMNIFICATION



a. Government agrees to indemnify, defend and hold harmless Contractor, it

Officers, directors, affiliates, agents, and employees, from any loss or damage

from any claim, action, or proceeding brought by any third party whether civil,

administrative, or investigative in nature, including payment of costs and

reasonable attorney’s fees, brought against Contractor, its agents or employees, of

such nature relevant to this Agreement rising out of or resulting from any willful

or knowing act or omission on the part of the Government, its agents or

employees. However, the Government recognizes that the Contractor cannot be

responsible for the accuracy of any test results nor the accuracy or completeness

of any information provided by the Government’s applicants or employees to the

Contractor within the scope of these services, and releases the Contractor and its

affiliated companies and their officers, agents, employees and independent

contractors from liability for any negligence in connection with the accuracy of

the test results and from any loss or expense suffered by the Government,

resulting directly or indirectly from the accuracy of the test results.



b. If the Services include alcohol and controlled substances testing administration,

Government agrees to make all determinations as to which subject individuals

should be tested on a “for reasonable cause” and “post-accident” basis and



ContractNo. PCO0 30? wy i

Government shall indemnify Contractor and its directors, officers, employees and

agents for claims or proceedings arising out of such determination. Further, it is

agreed that the Government’s facsimile machine, or other such confidential

facilities used to transmit and receive test results, shall be maintained by

Government to avoid such disclosure. Government agrees to indemnify and hold

Contractor harmless from any and all claims arising from the inadvertent

disclosure of test results by Government.



Contractor agrees to investigate, defend and hold harmless Government, its

officers, directors, affiliates, agents and employees from and against any and all

loss, damage, liability, claims, demands, detriments, cost, charges and

expense(including attorney’s fees) and causes of action whatsoever character

which Government may incur, sustain or be subject 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. However,

Government recognizes that Contractor cannot be responsible for the negligent or

intentional acts of third parties and releases Contractor and its affiliated

companies and their officers, agents, and employees from liability for such

negligent or intentional acts including, but not limited to (i) any negligence of

third parties in connection with the accuracy of test results, including the accuracy

or completeness of information provided by Government’s applicants or

employees, (ii) any negligence of third parties in connection with the performance

of specimen collection, alcohol testing, and (iii) any defective product regardless

of whether it is a manufacturing or design defect or a result of misuse. The

foregoing shall not prevent legal recourse against Contractor’s subcontractor,

testing laboratories or collection sites by Contractor or Government.



All indemnification obligations above relating to indemnification for losses,

damages or claims are contingent on the indemnified party providing reasonable

notice to the indemnifying party of the claim or other matter giving rise to the

right of indemnification. The indemnifying party shall be entitled to conduct the

defense with the reasonable cooperation of the indemnified parties.



All such indemnification provisions articulated above shall survive any expiration

or termination of this Agreement.



10. GOVERNMENT SECURITY OBLIGATION



a.



Government is responsible for the administration and control of Account ID’s by its



employees and third parties, and shall identify a security administrator to coordinate

with Contractor. Government shall manage all Account [D’s and notify Contractor

promptly if any Account ID becomes inactive or invalid. Government shall follow

the policies and procedures of Contractor with respect to account maintenance as

same may be communicated to Government from time to time.



Mis-use of Services or Information: Government agrees to take measures so as to

protect against misuse and/or unauthorized access of Contractor’s services through



PCOOZDPW14



Contract No. -

11,



12.



13.



14.



any methods, including unauthorized access through or to Government’s user

identification numbers or passwords (“Account IDs”). Such misuse or unauthorized

access shall include any disclosure, release, viewing or other unauthorized access to

information such as social security numbers, driver’s license numbers or dates of

birth. Government agrees that Contractor may temporarily suspend Government’s

access for up to ten (10) business days pending an investigation of Government’s use

or access. Government agrees to cooperate fully with any and all investigations. If

any misuse or unauthorized access is found, Contractor may immediately terminate

this Agreement without notice or liability of any kind.



c. Security Event: In the event that Government learns or has reason to believe that

Contractor‘s data has been disclosed or accessed by an unauthorized party, Government

shall immediately give notice of such event to Contractor. Furthermore, in the event that

Government has access to or acquires individually identifiable information (e.g. social

security numbers, driver’s license numbers or dates of birth) in relation to the Agreement

the following shall apply: Government acknowledges that upon unauthorized acquisition

of such individually identifiable information (a “security Event”), Government shall, in

compliance with law, notify the individuals whose information was disclosed that a

Security Event has occurred. Also, Government shall be responsible for any other legal

obligations which may arise under applicable law in connection with such a Security

Event.



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.



GOVERNING LAW

This Contract shall be governed by the laws of the United States Virgin Islands

and jurisdiction and shall remain in the United States Virgin Islands.



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, but the same shall be strictly limited and restricted to the

extent and occasion specified in such signed writing or writings.



ENTIRE AGREEMENT



a. This Agreement and any attachments hereto constitute the entire agreement

between the parties and supersede all prior understandings, written or oral

between the parties with respect to the subject matter hereof. No changes or



PCOO3DPWy4q



Contract No.

alterations may be made to this Agreement unless in writing signed by duly

authorized representatives of each party to this Agreement.



b. Written notices shall be sent to Chem Chek Co., Incorporated, 1701 North

Greenville Avenue, Suite 102, Richardson, Texas 75081 and to Government at

Government of the Virgin Islands, Department of Public Works, 8244 Subbase,

St. Thomas, USVI 00802.



15. RIGHT TO WITHHOLD



a. 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. The

Contractor shall not be responsible for any fines, penalties, or other loss that may result from a

finding of non-compliance with the FTA or any other Federal, Virgin Islands or local drug and

alcohol regulations. The Government shall immediately notify the Contractor in writing in the

event that it elects to exercise its right to withhold.



b. No such withholding or application shall be made by Government if and while the

Contractor gives satisfactory assurance to the 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

Notwithstanding Section 2, this Agreement may be terminated by either party upon

thirty (30) days written notice to other party on the occurrence of any one or more of the

following events:



a) If the Contractor fails to make delivery of the goods or to perform the services within the

time specified herein or any extension thereof; or if the Contractor fails to perform any of

the other provisions of this contract, or so fails to make progress as to endanger

performance of this contract in accordance with its terms and, in either of these two

circumstances, does not cure such failure within a period of ten (10) days after receiving

such notice from the Government. Thereafter, the Government may have the work

completed and the Contractor shall be liable for any resulting cost to the Government.



b) If either party fails to observe, keep or perform any of the covenants, terms or conditions

herein, if such default continues for twenty (20) or more days after written notice to such



party.



Contract No. PC00 30P \ | 4

18.



19.



20.



21.



c) Any changes to be assessed to the Contractor as a result of a default termination or any



claim by Contractor for costs resulting from a termination for convenience by the

Government will be computed and allowable in accordance with federal regulations in

effect at the time of termination.



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 date of termination, including

payment for the period of the thirty (30) day notice.



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.



CONFLICT OF INTEREST

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.

Contractor further covenants that it is:

(a) 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



(b) 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;



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

section 1101(1) of said Code chapter.



EFFECTIVE DATE

The effective date of this Contract shall be the day of execution of the Contract by



the Governor of the Virgin Islands.



PCOO3SDPH 14



Contract No.

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 Lynn A. Millin Maduro

Commissioner

Department of Property and Procurement

Sub Base, Building No. 1, Third Floor

St. Thomas, U.S.V.I. 00802

The Honorable Darryl A. Smalls

Commissioner

Department of Public Works

8244 Sub Base

St. Thomas, U.S.V.I. 00802

Contractor Ms. Diana Bauske, CEO

Chem Chek, Inc.

1701 North Greenville, Suite 404

Richardson, Texas, 75081

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. PERFORMANCE REQUIRED BY THE GOVERNMENT



(a) The Government will name a limited number of qualified individuals to coordinate

the Substance Abuse program and notify the Contractor of such individuals.



(b) The Government agrees to obtain and maintain written releases from each employee

and/or applicant for employment, authorizing the Contractor as the Government

“Designated Agent” to receive their individual drug test results directly from the drug

testing laboratory administering such tests on the Government’s behalf. The Government

will not utilize services provided under this Agreement for employees/applicants who

have not signed such releases.



(c) The Government agrees to require all individuals subject to substance abuse testing

under the terms of this Agreement, to execute all other forms required by the Contractor



PCOO3ZDPW14



Contract No.

25.



26.



or designated test facility for the implementation and administration of the Government’s

Substance Abuse Program.



(d) The Government agrees to maintain a facsimile machine or other confidential facility,

in a secure and enclosed limited access area, for the purpose of receiving results of

Substance abuse tests, as required by the government’s Substance Abuse program and

State or local Regulations when applicable.



(e) When applicable, the Government will provide the Contractor with a current list of all

individuals subject to random drug testing to be enrolled in the Government’s random

pool, and a list of all the Government locations. The Government is under duty to keep

such lists updated and current. The Government agrees that the Contractor’s duty to

administer random tests only extends to individuals whose names appear in these lists.

The Government agrees to provide the Contractor with further information deemed

necessary to satisfactorily perform its substance abuse testing service. The Government

agrees to ensure that all random tests are performed.



(f) With respect to personally identifiable information regarding Government, the Parties

further agree as follows: Contractor has adopted the “Chem Chek, Inc.’s Privacy

Principles” (“Principles”) recognizing the importance of appropriate privacy protections

for consumer data and Government agrees that Government (including directors, officers,

employees or agents) will comply with the Principles or Government’s own comparable

privacy principles, policies, or practices. Chem Chek, Inc.’s PrivacyPrinciples are

available at www.chemchekinc.com.



(g) If at any time during the term hereof, Government changes its legal name or its

address, as set forth in this Agreement, Government shall immediately notify Contractor

in writing of such change.



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 sub-contracts 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 sub-

contractor misrepresents its eligibility to receive contract awards using federal funds, the

contractor of sub-contractor agrees that it shall not be entitled to payment for any work

performed under this contract or sub-contract and that the contractor or sub-contractor

shall promptly reimburse the Government of the Virgin Islands for any progress payments

heretofore made. If during the term of this contract, the contractor shall become ineligible

to receive contract awards using federal funds, this contract shall be terminated forthwith

for cause and the contractor shall not be entitled to payment for any work performed

under this contract or sub-contract after the effective date of such ineligibility.



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 claim to be false,



PCOO3DP WT 4



Contract No.

27.



28.



10



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

fraudulent claim is an offense under Virgin Islands law.



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 offense.



OTHER PROVISIONS

Addendum I, II and Ill attached hereto are a part of this Contract and are

incorporated herein by reference.



Contract No. PCOO3DPHW iy

rei



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



first above written



WITNESSES



GOVERNMENT OF THE VIRGIN ISLANDS



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INTRACTOR



Diana Bauske, CEO



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(Corporate seal, if Contractor is a corporation)



APPROVED:



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APPROVED AS TO LEGAL SUFFICIENCY



DEPARTMENT OF JUSTICE BY



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PURCHASE ORDER NO



ACCOUNT CODE NO



Contract No



PCOO3DPW14



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