CONTRACT FOR PROFESSIONAL SERVICES



THIS CONTRACT is made the 29 day of. MOLY, 2016, 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 EDUCATION, 1834 Kongens Gade, St. Thomas, U.S. Virgin Islands

00802 (hereinafter referred to as ("Department" or “VIDE”) and THE DANIELSON GROUP,

LLC, 12 Gordon Way, Princeton, N.J. 08543 (hereinafter referred to as "Contractor").



WITNESSETH:



WHEREAS, the Government, Department of Education (“Department” or “VIDE”) is a

member of the Virgin Islands Teacher and Leader Effectiveness System (““VITaLE”) Task Force

Planning Committee (“Committee”), comprised of the VIDE and the Florida and the Islands

Comprehensive Center (“FLICC”) responsible for revamping the work evaluation processes for

all employees within the Department; and



WHEREAS, the Charlotte Daniclson Framework for Teaching (“Framework”), is the

current observational/instructional tool used the measure the teacher effectiveness evaluation

process in the Territory; and



WHEREAS, the Department is in need of a contractor to provide additional “train the

trainer” professional development workshops which will build capacity to District

administrators, coordinators, and teachers on the skills needed to effectively administer the

framework; and



WHEREAS, the Contractor was selected to provide the services described in Addendum

I (Scope of Services) attached hereto and made a part of this Contract, on the basis of the

Contractor’s proposal, qualification, and as being the developer and sole source provider to

deliver the professional development training of the Danielson Framework for T eaching; and



WHEREAS, the contractor represents that it willing and capable of providing such

services and that it has complied with all applicable local and federal laws, rules, and regulations,

as they apply to the implementation of this contract; 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, incorporated herein, and made a part of this Contract.



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2. TERM



This Contract shall commence upon the execution of the Governor of the Virgin Islands

and shall terminate one (1) year thereafter.



3. COMPENSATION



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

described in ADDENDUM I (Scope of Work), attached hereto and made a part of this contract

agrees to pay Contractor the total sum of TWO HUNDRED SIXTY THOUSAND DOLLARS

AND ZERO CENTS ($260,000.00) in accordance with the provisions set forth in

ADDENDUM II (Compensation) attached hereto and made a part of this contract.



4. TRAVEL EXPENSES



In addition to the compensation for services as specified in Paragraph 3 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 NOT APPLICABLE ($ 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. CONFIDENTIALITY OF DOCUMENTS



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, 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.



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. ;

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10. INDEMNIFICATION



Contractor agrees to investigate, defend and hold harmless Government from and against

any and all loss, damage, liability, claims, demands, detriments, cost, charges and expense

(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 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 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 of funds appropriated for such purpose

and to the approval of the Governor of the Virgin Islands



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 date of termination.



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. 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 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.



20. CONFLICT OF INTEREST

(a) The 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) The 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;

(iii) no financial interest in the Contract as that term is defined in section 1101(1) of

said Code chapter.



21. EFFECTIVE DATE



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

Governor of the Virgin Islands



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 _ Randolph N. Bennett, Commissioner

Department of Property and Procurement

Building No.1, 3“ Floor Subbase

St. Thomas, U. S. Virgin Islands 00802



Sharon A. McCollum, Ph.D., Commissioner

Department of Education



1834 Kongens Gade



St. Thomas, U.S. Virgin Islands 00802



CONTRACTOR Thomas Emerick

CEO

The Danielson Group, LLC

P.O. Box 7553

Princeton, New Jersey 08543



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. 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



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or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress

payments heretofore made.



26, FALSE CLAIMS



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

claim is an offence under Virgin Islands law.



27. NOTICE OF FEDERAL FUNDING



The 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.



28. LIABILITY INSURANCE



The Contractor shall provide the Government with proof of General Liability Insurance

coverage and Professional Liability Insurance coverage for the entire period of this Contract. The

Contractor shall be insured under each policy in an amount of not less than ONE HUNDRED

THOUSAND DOLLARS AND ZERO CENTS ($100,000.00) for each occurrence. In the

event that the Contractor’s existing coverage will expire before the end of the term of this

Contract, the Contractor shall provide proof of the renewal of coverage within ten (10) days after

beginning of the new period of the insurance. The policies shall be maintained with insurer(s)

and in a form satisfactory to the Government, and the Contractor shall submit a Certificate of

Liability Insurance and Declaration/Endorsement pages naming the Government as an additional

insured and certificate holder on the commercial General Liability Policy.



29. BILLING PROCEDURES and PAYMENT



The Government will pay Contractor upon receipt of properly completed invoices that shall

describe and document to the Government’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 II attached hereto and made a part of this Contract. Each invoice must be

accompanied by applicable supporting documents, including but not limited to attendance/sign in

sheets, agendas, PowerPoint presentations, and/or any reports/results due for the applicable

invoice period.



Payment shall be considered timely if made by the Government 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

Government 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



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this Contract. No payments in advance or in anticipation of services or supplies to be provided

under this Contract shall be made by the Government.



30. 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.



31. 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 30, 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



32. 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 shal! remain in full force and effect.



33. OTHER PROVISIONS

Addendum I, Addendum II, and the Contractor’s eligibility documents are

attached hereto, made a part of this Contract and are incorporated herein by reference.



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IN WITNESS WHEREOF, the



first above written



parties have hereunto set their hands on the day and year



WITNESSES



GOVERNMENT OF THE VIRGIN ISLANDS



DEPARTMENT OF PROPERTY AND



PROCUREMENT



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7-2-6,



Randolph N. Bennett



Date



Commissioner



DEPARTMENT OF EDUCATION



Ps



ef ean



Sharon A McCollum, Ph



CONTRACTOR



THE DANIELSON GROUP, LLC



Wg i ane



As aaa



3//t Lh ML



Thomas Emerick



Date *



CEO



ones



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Kenneth B Mapp



Date



GOVERNOR OF THE VIRGIN ISLANDS



APPROVED FOR LEGAL SUFFICIENCY



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ate



Account Code No



Purchase Order No



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