CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT (this“CONTRACT") is made this__ G2} _ day of Aususl : 2018, in

the Territory of the Virgin Islands, by and between the Government of the Virgin Islands,

DEPARTMENT. OF PROPERTY & PROCUREMENT, on behalf of the DEPARTMENT OF

FENANCE (hereinafter referred to.as "GOVERNMENT") and BDO USA, LLP (hereinafter referred to

as “CONTRACTOR'S.



WITNESSETH:



WHEREAS, the Government is in nced of the services’ of a Contractor to. provide Singie Audit

and Basic Financial Statement audits for the Government for the fiscal years ended September 30, 2017

and September 30, 2018, which duties and responsibilities are more particularly described in Addenda [,

Ill, and IV to this Contract; 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 sérvices described in Addenda [, UI, IV to-this Contract, which

are attached hereto and made a part of this. contract. ,



This Contract shal! commence on January 1, 2018 and shall terminate on June 30, 2020.



3. COMPENSATION .



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

Addenda I, Ul, IV to this ‘Contract, agrees to pay Coritractor an amount not to exceed FIVE MILLION

THREE HUNDRED THIRTY-SLX THOUSAND AND 00/100 POLLARS ($5,336,000.00)-as provided

for in Addendum H (Compensation) attached hereto and made a patt of this contract, based on- anticipated.

cooperation from the Government's personnel. Notwithstanding the foregoing or anything in the Contract

to the contrary, Addendum II does not reflect the compensation due to Contractor for Contractor’s

additional services (if any) for the 2017 and 2018 Audits as may be required by the effects that (i) any

required procedures, as promulgated by the ptescribed accounting and auditing standards.and/or other

regulalory bodies, will have on Contractor's audit procedures due to the extraordinary and unusual.

circumstarices which have transpired as a result of the recent hurricanes, and (ii). any future standards

promulgated by the Governmental Accounting Standards Board and/or other professional bodies will

have on Contractor’s audit procedutes. Contractor's invoices for fees for such additional services (if any)

‘will be.rendered to the Government in accordance with the'invoicing schedules presented in Addendum II

hereto, Contractor’s invoices are payable within forty-five (45) days of the Government’s receipt of the

Contractor’s- undisputed invoice.



Contract No:: (3SD0 FT | 4 1 Contractor’s Inifiais:_ * eh

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 aii 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

experided under this Contract.



6. PROFESSIONAL STANDARDS



The Contractor agrees to provide services in accordance with the generally accepted auditing

standards (GAAS). The audit will also be conducted in ‘accordance with the. standards for financial audits

contained in Government Auditing Standards, issued by the Comptroller General of the United States and

Title 2. U.S. Code of Federal Regiilations. (CFR) Part 200, Uniform Administrative Requirements, Cost

Principles, and Audit Requirements for Federal Awards (Uniform Guidance or UG).



7, DOCUMENTS, PRINTOUTS, ETC.



All final deliverables provided by Contractor derived from documents, récords, reports, invoices,

printouts and memoranda 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 final

deliverables shall not be used by Contractor or by any other person or entity except upon the written

permissioi of thé Government.



Incorporated herein and made part of this Contract-are the terms and conditions set forth in

Addenda, I, II, Ill, IV to this Contract. Notwithstanding anything herein to the contrary, the Parties agree

that Contractor owns or otherwise has rights in méthods, procedures, processes, know-how, tecliniques,

models, templates, tools and work papers, including any pre-existing. materials and other creative and

technical content (collectively, the “Contractor Materials”) which shall be the-sole and exclusive property

-of Contractor; and all. rights related thereto, including without limitation any intellectual property rights,

-are hereby exclusively reserved by Contractor.



The working papers prepared..in conjunction. with the services. set. forth. in this Contract are. the

property: of Contractor, constitute confidential information, and will be retained by Contractor in

accordance with Contractor’s policies and procedures. However, pursuant to: authority given by law or

regulation, Contractor: may be requested to make certain working papers.available to the:Government’s

oversight agency, or its designee, a federal agency providing direct or indirect funding, or the. U.S.

Government Accountability Office for purposes. of a quality review of the audit, to resolve audit findings,

or fo carry out oversight responsibilities.. Contractor will notify the Government of any such request. If

requested, access 10 such working papers will be provided under the. supervision of Contractor personnel

and at.a location desi gnated by Contractor. Furthermore, upon request, Contractor may provide photocopies

of selected working papers to the aforementioned. parties. These parties may intend or decide to distribute

the photocopies of information contained therein to others, including other governmental agencies:



Contract No. £0 3SD0F TI g Contractor’s Initials 2H) ONO

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 the Government liable ta 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 faxes for Contractor, its servants,

agents or independent contractors:



9. ASSIGNMENT



Contractor shall have the‘ right to assign its rights to perform.a portion ofthe services described

above to any.of its-independent Alliance members, affiliates (including, where applicable, member firms

of the international BDO’ network), agents, or contractors (a “Permitted Assignee”) without ‘the

Government’s prior consent. If such assignment is.made, the Government agrees that, unless it enters into

an engagement letter directly with the Permitted Assignee, all of the applicable terms.and conditions of this

Contract shall apply to the Permitted. Assignee. Contractor agrees that it shall not permit the Permitted

Assignee to perform atly work until it agrees to be bound by the applicable terms and conditions of this

Contract. Contractor further agrees that it will remain primarily responsible for the ‘services described

above, unless Contractor and the Government agree otherwise, and Contractor will-properly supervise the

work of the Permitted Assignee to-ensure that all such services are performed in accordance with applicable

professional standards.. From time to time, and depending on the circumstances, Permitted Assignees

located in other countries may participate-in the services provided to the Government. In some cases,

Contractor may transfer information to or from the United States or another country. Although applicable

privacy laws may vary depending’on the jurisdiction, and may: provide Jess or different protection than

those of the Government’s home country, Contractor requires that all Permitted Assignees enter into

contractual agreements. to maintain the confidentiality of the Government’s information and observe its

policies concerning any confidential client information that Contractor provides to them.



10. INDEMNIFICATION



To the fullest extent permitted by applicable law, Contractor shall defend, indemnify-and hold harmless the

Government and its respective officers, directors; employees; successors and. assigns from and against any

‘and all claims, demands, losses, expenses, damages, liabilities; fines, and penalties (each a “Claim’ *) arising

out of orrelating to: (a) Contractor's. performance of (or failure to-perform) under this Contract; (b) a breach.

of this Contract’ by Contractor or ‘any of its affiliates, subcontractors, agents or employees; (c) -any

negligence or willful misconduct by Contractor or its affiliates, subcontractors, agents or employees; (d) a

violation of applicable law by Contractor; or (¢} any determination that a relationship, other than that of

independent contractor, exists between the:Government and/or Agent and Contractor and/or its employees.

or any other employment-based complaint or grievance; in each case, unless. caused by the gross negligence,

intentional misconduct or knowing imisrepresentations of the Government, including but not limited to any

claims that the work product under this Contract infringes a patent, copyright,. trade secret or other

‘proprietary right of a third party and arising from: any other cause, except the sole’ negligence of the

Government:



IL. INDEPENDENT CONTRACTOR



The Contractor shall perform this: Contract as an independent contractor and nothing herein

‘contained shall be construed to be inconsistent with this relatioriship or status.



Contract No 136 Spor! ¢ Contractor's Initials. Mh ye

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, modification or ameridment in any instance-or instances shail 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 réstricted'to the extent atid occasion specified in

such signed writing or writings.



14. ENTIRE AGREEMENT . .

This Contract.and any addenda hereto (including, without limitation, Addenda I, IJ, IH, and IV to

this-Contract) constitutes the entire agreement between the parties hereto.



15. RIGHT TO WITHHOLD .



If work under this Contract is not performed in accordance with thé terms hereof, the Government

will have the right to withhold out of any payment due to Contractor, such sums as the Government may

deem ample ta. protect it against loss or to assure payment of claims arising therefrom, and, at its option,

the Government may apply such sums in such manner as the Governnient may deem proper to secure itself

or to satisfy such claims. The Government will immediately notify the Contractor in writing in the event

that:it-elects to exercise its right to withhold.



No suchi withholding or application shall be made by the Government if and while 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



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. Notwithstanding the foregoing, if a-

paity reasonably determines, based on the advice of counsel, that it is unable to perform its obligations

described in this Contract in accordance with applicable professional standards, laws, or regulations, such.

party shal! be permitted to terminate this Contract with five (5) business days written notice to the. other

party specifying the date of termination. The Contractor shail be entitled to receive payment for services.

provided to the date of termination.

18. NON-DISCRIMINATION



‘No person shall be éexéluded 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.



Contract No. 035 [ yi EF I q¢ Contractor’s Initials a, LIE

19, 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) hot a territorial officer or employee {i.c., 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 Governnient.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;

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

section,1101(1) of said Code chapter,



20, EFFECTIVE DATE | |

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



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:



GOVERNMENT Lloyd T. Bough, Jr.

‘Commissioner

Department of Property. and Procurement:

Sub Base, Building No. 1, Third Floor

St. Thomas, VI 00802



Vaidamier O. Colletis

Commissioner

Department of Finance

2314 Kronprindsens Gade

St. Thomas, V.L 00802



CONTRACTOR BDO USA, LLP

Neena Masih, Partner

8401 Greensboro Drive, Suite 800

McLean, Virginia 22102



Contract NOI 35 DoT Contractor's Initials ®¥) D 4

The-Contractor covenants that it has:



{a) obtained all of the applicable licenses or permits, pérmanent, 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 arid occupations.



23, DEBARMENT CERTIFICATION



By éxecution 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 aiy

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 contractor

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 of 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.

inaking such a false, fictitious or fraudulent.claim is an offence under Virgin Islands law.



25. NOTICE OF FEDERAL FUNDING



Contractor acknowledges that this. Coritract is funded; in whole or in part, by federal funds.

Conitractor 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.



26. OTHER PROVISIONS

Addenda I through TV to this Contract, which are attached hereto, are a part of this Contract‘and

are incorporated herein by reference.



Contract Ne. 35° We) | { 4 -Contractor’s Initials ah >:

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



first above written.



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GOVERNMENT OF THE VIRGIN ISLANDS



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Valdamier O: Gollens



Date



Commissioner of Finance:



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Loaasle Ed,



Lloyd T. Hoven I Jr, Commissioner



Date



Department of Property and Procurement



BDO USA, LLP



4-38-13



Date



BDO USA, LLP



(Corporate seal, if Contractor is a corporation)



APPRO



Date: OY of (-1



Kenneth E) Mapp



GOVERNOR OF THE VIRGIN ISLANDS



APPROVED AS TO LEGAL SUFFI



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DEPARTMENT OF JUSTICE BY



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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.on behalf of the Department:of Finance and



BDO USA, LLP



Lloyd T. Bough, Jr., Commissioner



Department of Property and Procurement



PiasploT1&



“uty GEL



Contract No