CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT is. made this 4 | __ day of lv | Jd ,.20 if in the Territory. of the

Virgin Islands, by and between the Government of the Virgin Idlands, Department of Property and

Procurement, on behalf of the Department of Property and Procurement (hereinafter referred to as

"Government" or “Department”) and SMARTNET, LLC. (hereinafter referred to as "Contractor”).



“WITNESSETH:



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

setvices to its offices in the St. Thomas/St. John and St. Croix districts, which will enable the

Department: to. carry out its day to day operations: by delivering internet access and. management

services to each. of its sites and enterprise wide; which duties and responsibilities are more

particularly described in Addendum I (Scope of Services) attached hereto; and



WHEREAS, the Contractor was selected in accordance with 31 V.LC. § 239(a)(4): 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 héreto.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 upon the execution. of this. Contract. by the Governor of the Virgin

Islands and: shall terminate two (2) years thereafter. The Governinent in its. sole’ discretion, shall

have the option to renew this Contract for a period of (1) one (1) additional 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.



3. COMPENSATION



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

Addendum I (Scope of Services), agrees to pay Contractor the sum of Seventy-Five Thousand,

Eight Hundred: Forty Dollars and Zero Cerits ($75,840.00) in. accordance with the provisions set.

‘forth in Addendum 1] (Compensation) attached hereto and made a part of this contract.



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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, or as agreed to by an addendum to:this Contract,

however, said costs and expenses shall not exceed __N/A _($ 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 busiiess.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.



8. LIABILITY OF OTHERS



Nothing in this Contract shall be construed to impose any liability upon the Government to

persons, fi irms, associations, or ‘orporations 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, liabilitiés; ‘obligations

and taxes of Contractor of whatsoever nattire, 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



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Contractor agrees.to indemnify, defend’and hold harinless Governnient 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 may incur,

sustain or be subjected to, arising out of of 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. thts relationship or status.



12; GOVERNING LAW



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

shal] 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, modificatien 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 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.



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‘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 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 Governinent, in part,

whenever the Government shall deem such termination advisable. by providing Thirty (30) days

‘written notice to’ the: Contractor. 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. Thirty. (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, créed, 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 offtcer 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. ot 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:



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(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. 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 same is sent by certified mail, postage prepaid or personally delivered, addressed to the

parties as: follows:



‘GOVERNMENT



Anthony D. Thomas:



Commissioner Designee



Department of Property and Procurement.

$201 Sub Base, Suite.4.



St. Thomas Virgin Islands 00802



CONTRACTOR



Michael A. Carty



Member Manager



SMARTNET, LLC.



#3082 Kronprindsens Gade Ste. 200

St. Thomas, VI 00802



23. LICENSURE



The Contractor.covenants that it has:

(a) obtained ail 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 Titlé 27 of the Virgin Islands Code

pertaining to. professions and occupations.



24. OTHER PROVISIONS



Addenda I and If attached hereto are a part of this Contract and ate incorporated herein by

‘reference, .



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26, FALSE CLAIMS



Contractor warrants 'that it shall not, with respect to this Contract, make or present any claim upon

or.against the Goyernment of the Virgin Islands, or any officer department, board,.commuission, or

other agency thereof, knowing such claims to be false,. fictitious or fraudulent. Contzactor.

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

Islands law,



28. INSURANCE

Contractor shall. maintain the following itisurance coverages, during the term of this Contract

(@. COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a

form acceptable to the Governinent, én a “per.occurrence” basis with a.minimum limit of

not less than five hundred thousand. dollars ($500,000.00) for any one. person per



occurrence. for death or-personal injury and five hundred thousand dollars ($500,000.00)

for any one occurrence for property damage.



(b) PROFESSIONAL LIABILITY: Professional liability insurance, in.a form acceptable to

the. Government, which covers the sétvices being performed. under this- Contract, with

‘policy. limits of not less than one million dollars ($1,000,000.00) per claim. The

‘Government shall be listed tereon-as.a certificate Kolder. -



(c) WORKERS’ COMPENSATION: Contractor shall supply cirrent coverage under the

Government. Insurance: Fund or other form of coverage.



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



first above written



WITNESSES



GOVERNMEN



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CZ VIRGIN ISLANDS _



Anthony D. Thomas, Commissioner Designee



Date



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Department of Property and Procurement



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(Corporate seal, if Contractor is a corporation)



APPROVED



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GOVERNOR OF T



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APPROVED AS TO LEGAL SUFF



DEPARTMENT OF JUSTICE BY



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PURCHASE ORDER NO



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