PROFESSIONAL SERVICES CONTRACT



BY AND BETWEEN

GOVERNMENT OF THE VIRGIN ISLANDS,

DEPARTMENT OF PROPERTY AND PROCUREMENT,

ON BEHALF OF

THE DEPARTMENT OF PUBLIC WORKS

AND



JAREDIAN DESIGN GRouP, LLC.



hn

THIS AGREEMENT is made as of the 3D day of 0 i-_, 2014 in the Territory of the

United States Virgin Islands, by and between the Virgin Islands Department of Property &

Procurement on behalf the Department of Public Works (hereinafter referred to as

“Government’) and JAREDIAN DESIGN GROUP, LLC. (hereinafter referred to as “Contractor’).



This Professional Services Contract constitutes the formal Agreement between the parties who

represent and warrant that they are duly authorized to execute this agreement and will attest

accordingly when and where necessary.



WITNESSETH:



WHEREAS, the Department of Public Works (DPW), recognizes the need of design services to

upgrade and improve a portion of Store Tvaer Gade, Raadets Gade and Nye Gade in the

Historic District of the town of Charlotte Amalie on St. Thomas, U. S. Virgin Islands. The work

done under the Contract shall be done in conjunction with the existing Scope Of Work for

improvements on Main Street, as done by the Contractor presently under Contract No. PC-070-

DPW-11.



WHEREAS, the significant north/south streets comprising of Store Tvaer Gade, Raadets Gade

and Nye Gade in the Historic District of the town of Charlotte Amalie, St. Thomas, U. S. Virgin

Islands are critical in the circulation of foot and vehicular traffic within the Historic District, such

that aesthetic enhancement of Main Street/Downtown cannot be completed without preparation

of plans specifications and cost estimates for these Side Streets.



WHEREAS, the Contractor is the original designer of the Main Street Enhancement Project and

has many years of experience in the field of architecture, engineering and construction

management work within the Territory was deemed qualified to perform the Scope Of Work for

this Project, and presented a negotiated fee that is in the best interest of the Government of the

Virgin Islands; and



WHEREAS, the Contractor represents and warrants that it is willing, trained, qualified and

capable to perform all work efforts specified herein for this DPW Project.



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. Contractor will provide the services described in Addendum No. | (Scope Of

Work) attached hereto and made a part of this Contract.



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De: 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.

Government and Contractor may extend this Agreement by executing an Exercise of

Renewal Option without modification to terms for one (1) year.



3. COMPENSATION. The Government, in consideration of satisfactory performance of

services described in the Scope Of Work, has agreed to pay the Contractor the amount

not to exceed THREE HUNDRED AND FORTY THOUSAND AND NO/100 DOLLARS

($340,000.00) in accordance with Addendum No. 2 (Compensation For Design

Services/Fee Proposal Breakdown), attached hereto and made a part of this Contract.



4. TRAVEL AND COMMUNICATION EXPENSES. Inclusive in 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 ($0).



5. RECORDS. The Contractor, when applicable, will present documented, itemized precise

records of time and/or money expended under this Contract.



6. PROFESSIONAL STANDARDS. The Contractor agrees to maintain the professional

Standards applicable to the above-mentioned profession and to consultants doing

business in the United States Virgin Islands.



Pie DOCUMENTS PRINTOUTS, ETC. All documents, books, records, instructional materials,

programs, printouts and memoranda of every description derived here-from 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 material shall

not be used by the Government, Contractor or any other person or entity except through

a written agreement between the Government and the Contractor.



8. FUNDING RESTRICTIONS/CANCELLATION. Both parties acknowledge and agree that should

Government funding be limited or restricted, it may affect funding for the Contractor. It is

agreed that in the event funding is reduced or restricted, Government shali immediately

notify Contractor. In this event, Government will only be obligated to reimburse Contractor

for costs already incurred and obligated for payment up to the date of termination by

Government. In the event that funds are reduced or restricted, Government and Contractor

shall negotiate a new scope of services should the Contractor desire to perform the

services required by the reduced level of effort.



9. LIABILITY OF OTHERS. Nothing in this Contract shall be construed to impose any liability

upon Government to persons, firms, associations, or corporations engaged by

Contractors 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 the Contractor of



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whatsoever nature, including but not limited to unemployment insurance and social

security taxes for the contractor, its servants, agents or independent contractors.



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.



RELATIONSHIP OF THE PARTIES. Except as otherwise expressly set forth herein, no

agency, partnership, joint venture, or employment relationship shall be created or

inferred by the existence or performance of this Contract, and neither Party shall have

any authority to bind the other in any respect whatsoever. Contractor shall perform this

Contract as an independent contractor and nothing herein contained shall be construed

to be inconsistent with this relationship or status.



NO THIRD-PARTY BENEFICIARIES. Except as expressly set forth herein, nothing in this

Contract is intended or will be construed to confer upon or to give to any third party any

rights or remedies by virtue hereof.



SEVERABILITY. If any provision of this Agreement or the application thereof to any Party

or circumstances shall be declared void, illegal or unenforceable, the remainder of this

Contract shall be valid and enforceable to the extent permitted by law. If any provision

of this Contract is held to be invalid or unenforceable for any reason, the Parties shall

use their best efforts to replace the invalid or unenforceable provision by a provision that,

to the extent permitted by the applicable law, achieves the purposes intended under the

invalid or unenforceable provision.



WAIVERS; AMENDMENTS AND MODIFICATIONS. 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. This Contract constitutes the entire agreement between the parties

hereto and all prior understandings or communications, written or oral, with respect to

the Project which are the subject matter of this Contract, are merged herein.



EXPENSES. Except as may otherwise be agreed in writing, Government and Contractor

will bear and pay its own expenses in connection with all matters contemplated by this

Contract.



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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 there-from, and at its option, Government may apply

such sums in such manner 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. 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.



CONDITION PRECEDENT. This Contract shall be subject to the availability and

appropriation of funds on a year to year basis and to the approval of the Governor.



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.



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. The 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.



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, handicap or national origin.



CONFLICT OF INTEREST.



(a) Contractor covenant that (he/she) 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.



(6) Contractor further covenants that (he/she) 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 (himself/herself) 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:

and



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(ii) not made, negotiated or influenced this contract, in (his/her)

Official capacity; and



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

Section 1101 (1) of said Code chapter.



5, EFFECTIVE DATE. The effective date of this contract is upon the signature of the

Governor.



24. NoTIcE. Any notice required to be given by the Terms of this Contract shall 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 Darryl A. Smalls, P.E.



Commissioner



Virgin Islands Department of Public Works



No. 8244 Sub Base



St. Thomas, Virgin Islands 00802; and



Lynn A. Millin Maduro, Commissioner



Department of Property and Procurement



Sub Base, Building No. 1, Third Floor



St. Thomas, Virgin Islands 00802:

CONTRACTOR: John P. Woods, AIA, NCARB



Principal



Jaredian Design Group, LLC.



Physical:



5333 Raadets Gade, Suite 14 -— Queens Quarter



St. Thomas, U.S. Virgin Islands 00802;



Mailing:



P.O. Box 6218



St. Thomas, U.S. Virgin Islands 00804



25. LICENSURE. Contractor covenants that it has: (a) obtained all of the applicable licenses

or permits, temporary or otherwise, as required by Title 27 of the Virgin Islands Code;

and (b) familiarized himself/herself with the applicable provisions of Title 27 of the Virgin

Islands Code pertaining to professions and occupations.



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

fictitious, or fraudulent claim is an offense under Virgin Islands law.



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27. 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.



28. 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.



29. GOVERNING LAW; DISPUTE RESOLUTION. This Contract shall be interpreted according to

the laws of the United States Virgin Islands, applicable to agreements made and to be

performed therein, but without regard to any principles of conflicts of law. The Parties

hereby submit to the exclusive jurisdiction and venue of the state and federal courts in

St. Thomas, Virgin Islands, for the resolution of any and all disputes arising under or in

connection with this or any related agreement between the Parties. Any claim or

controversy arising among or between the Parties hereto pertaining to this Contract and

any claim or controversy arising out of or respecting any matter contained in this

Contract or any difference as to the interpretation of any of the provisions of this

Contract shall be first settled by mediation conducted on St. Thomas by a mediator

associated with the American Mediation Institute and the choice of mediators shall be

agreed to in writing by both parties. In legal proceedings instituted to enforce this

Contract, the prevailing Party (as determined by the Trier of Fact) shall be entitled to the

award of its reasonable attorney's fees and court costs, plus costs incurred by it in

executing and/or collecting any judgment, at all trial and appellate levels.



30. OTHER PROVISIONS. Addendum |, Addendum II, Addendum Ill, Attachment No. 1, and

Attachment No. 2 are part of this Contract and are incorporated herein by reference.



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



written.



WITNESSES:



GOVERNMENT OF T



VIRGIN ISLANDS



VM



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Like



Darryl A. Sik



alls, P.E



ate



Commissioner



Virgin Islands Department of Public



orks



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f? LLAT A



nA. “Millin adure



Date



Zommissioner



Department of Property and Procurement



CONTRACTOR



JAREDIAN DESIGN Group, LLC



(EIN: 66-0519708)



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DEPARTMENT OF JUSTICE BYé



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MED. NO



ACCOUNT CODE NO



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