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CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made this
day of —
20, 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 Virgin Islands Bureau of Corrections (hereinafter
referred to as “Government”) and Mattsco Enterprises, Inc. d/bla Chef’s Catering Service
(hereinafter referred to as “Contractor”).
WITNESSEflI:
WHEREAS, the Government is in need of the services of a Contractor to develop and
manage a food services program for inmates at the John A. Bell Adult Correctional Facility on
St. Croix, U.S. Virgin Islands and the Alexander A. Farrelly Justice Complex on St. Thomas,
U.S.
Virgin Islands, 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 1.C. § 239(a)(8); and
WHEREAS, the Contractor represents that it is willing and capable of providing such
services; and
NOW, THEREFORE, in consideration of the compensation and mutual covenants
herein contained, and intending to be legally bound by this written instrument, the parties hereto
do covenant and agree as follows:
I.
SERVICES
The Contractor will provide the services described in Addendum I (Scope of Services), attached
hereto and made a part of this contract.
2.
TERM AND EFFECTIVE DATE
The term of this Contract shall be from May 18, 2020, to May 17, 2021.
Upon the date of
execution by the Commissioner of the Department of Property and Procurement, the Contract
shall become effective for the term
set out herein. The Government, in its sole discretion, shall
have the option to renew this Contract for a period of one (I) additional year, subject to the same
terns 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 described in
Addcndum I (Scope of Services), agrees to pay Contractor a sum not to exceed Fifty Thousand
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and 00/100 Dollars ($50,000.00) during the term of the contract in accordance with the
provisions set forth in Addendum II (Compensation), attached hereto and made a part of this
contract.
4.
TRAVEL EXPENSES
Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the
Government agrees to pay documented transportation, subsistence, lodging and other travel
expenses, while in travel status, for trips which have been authorized in writing, in advance, by
the Ooverment. These costs shall be advanced or reimbursed on the same basis as is applicable
to non-contract employees of the Government, or as agreed to by an addendum to this Contract,
however, said costs and expenses shall not exceed
N/A
($ N/A).
5.
RECORDS
The Contractor, when applicable, will present documented precise records of time andJor 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 tennination 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, grossireceipt, excise, and social security taxes for Contractor, its servants, agents or
independent contractors.
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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 may incur,
sustain or be subjected to, arising out of or in any way connected to the services to be performed
by Contractor tinder 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 (his Contract shalt
be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly
authorized representatives, and speciing 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.
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.
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15. RIGHT TO WITHHOLD
If work under this Contract is not perfonned in accordance with the terms hereof, the
Government shall give the Contractor written notice of the manner in which the Government
contends the Contract is not being performed in accordance with the terms hereof and in the
event the Contractor has not cured such performance issue within 15 days of Contractor’s receipt
of such notice, then Government wilif 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, the Government may apply such sums in
such manner as the Government 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 such withholding or application shall be made by the 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 ihe 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 the Department of Property and Procurement.
17. TERMINATION
Either party will have the right to terminate this Contract with or without cause on thirty (30)
days written notice to the other party specifying the dale of termination.
18. PARTIAL TERMINATION
The performance of work under this Contract may be terminated by the Government, in part,
whenever the Government shall decm 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, 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;
(I)
not a territorial officer or employee (i.e., the Governor, Lieutenant Governor,
member of the Legislawre, or any other elected territoriai 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;
fi)
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 email, facsimile, certified mail, postage prepaid or personally
delivered, addressed to the parties as follows:
GOVERNMENT
Anthony D. Thomas
Commissioner
Department of Property and Procurement
8201 Sub Base, Suite 4
St. Thomas, VI 00802
Email: anthony.thomasdpp.vi.gov
Telephone; (340) 774-0828
Wynnie Testamark
Director
Bureau of Corrections
RR 1, Box 9909
Kingshill, VI 00850
Email: wtestamark©boc.vi.gov
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Telephone: (340) 773-6309
CONTRACTOR
Ethlyn Matthew
Vice President/Secretary
Mansco Enterprises, Inc.
d/b/a Chef’s Catering Service
P.O. Box 7976
Christiansted, VI 00823
Email: ethlyn.inatthewgmail.com
Telephone: (340) 778-1620
22. LICENSURE
The Contractor covenants that it has:
(a)
obtained all of the applicaWe licenses or permits, permanent, temporary or otherwise
as required by TitLe 27 of the Virgin Islands Code; and
(h)
familiarized itself with the applicable provisions of Title 27 of the Virgin Islands
Code pertaining to professions and occupations.
23. FACILITIES AND EQUIPMENT
(a)
The Government will furnish to Contractor, without charge, throughout the term
of this Contract, office furniture, kitchen space, storage and equipment at the
Government’s correctional facilities as is necessary to enable Contractor to
provide the services required hereunder and as is adequate to meet industry
standards and to comply with all applicable Federal, State and Local codes.
regulations, policies and ordinances. Such furniture, space, and equipment shall
include frozen storage, dry storage, warehouse and storage place for inventory,
office space and office furniture. In the event that the Government cannot provide
- the Contractor with the necessary furniture, space, and equipment to provide the
services required hereunder, the Contractor shall find said facilities and the Parties
will execute a Contract Amendment pursuant to the provisions of this Contract.
(b)
The Parties agree to jointly inventory all supplied fixtures and equipment within
ten (10) days of the execution of this Agreement and the Government agrees that
all such furniture and equipment shall either be in working condition or brought to
such condition within twenty (20) days from completion of the inventory.
(c)
The Contractor shall clean all kitchen equipment, including delivery carts, trays,
cups, spoons, and all other necessary small wares and all kitchen systems,
including refrigeration, steam generation, hoods, ovens, kettles, deep flyers,
illumination, ventilation, and temperature systems.
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(d)
The Parties shall conduct an inventory and inspection of the facilities and identify
any equipment, refrigeration or electrical systems that have reached or exceeded
their useful life, or which has been damaged by acts of God, water leaks, pests,
inmates or electrical fluctuations.
(e)
The Government shall replace equipment, refrigeration or electrical systems that
have reached or exceeded its useful life as indicated in the manufacturer’s
warranty or which has been damaged by acts of God, water leaks, pests, inmates
or electrical fluctuations on the condition that it was not caused by the negligent
acts or omissions or intentional misconduct of the Contractor or its agents,
servants or employees, in which case, Contractor shall be responsible for the
replacement thereof
The Government shall
be responsible for maintaining
electrical, plumbing, water, sewer, transportation and electrical aspects of the
facilities relative to food preparation, handling and serving; and repairing and
maintaining the food storage and warehouse area and all buildings, including
floors, walls, ceilings and doors.
The Contractor shall not be required to repair or maintain equipment, refrigeration
or electrical systems that have reached or exceeded its useful life or has been
damaged by acts of God, water leaks, pests, inmates or electrical fluctuations,
unless the damage is caused by the negligent acts or omissions or intentional
misconduct of the Contractor or its agents, servants or employees, in which case
Contractor shall be responsible for the replacement thereof.
(1)
After the initial
inspection,
the Contractor shall
promptly provide
written
notification to the Government of equipment repaired and in need of repair.
(g)
The Contractor shall not permit Government property or Government-owned
equipment to be subject to any liens or encumbrances.
(h)
The Government shall not permit any of Contractor’s property that is used in the
performance of this contract to be subject to any liens or encumbrances of any
kind.
24. EMPLOYEES
(a)
Contractor’s employees at the Government’s correctional facilities shall oversee
and evaluate the quality control of food preparation at said facilities. All
personnel in the kitchen, including inmates and Government employees working
in the kitchen (excluding security personnel), shall be subject to the direct
supervision of the
Contractor’s
Food
Service
Manager
on
site.
All
of
Contractor’s employees performing services under this Contract shall possess a
vlaid Food Handler’s Permit from the Virgin Islands Department fo Health.
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(b)
Security matters will be the responsibility of the correctional officer assigned to
the
kitchen
by
the
Government.
Positions
currently
held
by Government
employees
at
the
Government’s
correctional
facilities
or
designated
as
Government positions at such facilities
shall
not be
staffed by agents or
employees of the Contractor.
(c)
All persons employed by Contractor in connection with its operations at the
correctional facilities shalt be on Contractor’s payroll and deemed employees of
Contractor for tax, insurance, and all other purposes.
(d)
Contractor’s employees shall comply with all rules promulgated by the Bureau of
Corrections for the safe and orderly conduct of the activities carried out at the
correctional facilities. Contractor’s employees, agents, and suppliers shall have
access to those parts of the premises at the correctional facilities as is necessary to
enable Contractor to carry out its responsibilities hereunder, provided that all
Contractor employees, agents, and suppliers comply with strict security rules and
regulations of the Bureau of Corrections.
Government shall assign inmate trustees to assist Contractor in the food service
operations at the Government’s correctional facilities. The number of inmates
shall be at Contractor’s discretion as Contractor deems necessary for the proper
operation of the food service. The assigned inmate trustees shall be paid by the
Government, which shall have exclusive responsibility for inmate compensation.
(e)
If the Government objects to the continued employment of any of Contractor’s
employees, the Government shall so notify Contractor in writing, stating the
reason for Government’s objection. Contractor shall immedialely terminate such
person’s employment at the Government’s correctional
facilities under the
prevailing circumstances in accordance with Contractor’s cmployment policies;
provided, however, that Contractor’s obligation to dismiss an employee at the
Government’s request shall be subject to restrictions imposed upon Contractor by
any federal, state or local stawtes, law, code, regulation, ordinance or policy or by
any collective bargaining agreement or other contract affecting such employee.
(I)
If Contractor objects to the continued assignment of any inmate trustee in any
food service operations, Contractor shall so notify the Government in writing,
stating the reason for Contractor’s objection. The Government shall investigate
the facts surrounding the Contractor’s objection.
If the investigation reveals that
Contractor’s
objections
are
warranted,
the
Government
shall
immediately
terminate the assignment of the inmate trustee from any food service operations.
25. OTHER PROVISIONS
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Addenda I and II, attached hereto, are a part of this Contract and are incorporated herein by
reference.
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 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.
27. 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 acknowledges that making such a false, fictitious or fraudulent claim is an offence
under Virgin Islands law.
28. INSURANCE
Contractor shall maintain the following insurance coverages during the term of this Contract:
(a)
COM4ERCIAL 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.
29. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES
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A facsimile, electronic or digital signature on this Contract shall be deemed an original and
binding upon the Parties hereto.
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IN WITNESS WHEREOF, the panics have hereunto set their hands on the day and year
first above written.
GOVERNMEN
OF THE VIRGIN ISLANDS
Wy me Testamark, Director
Bureau of Corrections
Anthony D. Thomas, Commissioner
Department of Property and Procurement
Date
MATTSCO ENTERPRISES, INC.
dlbla Chef’s Catering Service
c4lci4.
EthlynjXatthew
Vice President/Secretary
(Corporate seal, if Contractor is a corporation)
APPROVED AS TO LEGAL SUFFr
Z_(7a?.L_&_nate
11/10/2020
DEPARTMENT OF JUSTICE BY:
PURCHASE ORDER NO.
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Date
Contract No.
11/10/2020
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