CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 20% day. of he f 2019, 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 Office of Management and Budget (hereinafter referred: to as "Government") and Bert W. Smith, fr. & Co., Chartered d/b/a: Bert Smith & Co. (bereinafter referred to as "Contractor "y, WITNESSETH: WHEREAS, the Government is in need of the sérvices: of a Contractor to assist in the reconciliation of the Schedule of Expenditures.of Federal Accounts (“SEFA”) for the Government of the Virgin Islands for Fiscal Year ended September 30, 2018, which duties and responsibilities are more par ticularly described in Addendum. | (Scope of Services) attached hereto; and WHEREAS, the: Government solicited the services under RFP No. 026-T-2018 (P);.and WHEREAS, the Contractor represents that it is, willing and capable of providing such services; and NOW, THEREFORE, in consideration of the. mutua! 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) and in accordance with Addendum IH (Project Approach in Contractor’s. Technical Response to RFP No. 026-T-2018(P), both 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 one hundred twenty (120) days thereafter. The Government in its sole discretion; shall have the option to extend. this Contract for a period of an additional one hundred twenty (120) days.subject to the same terms noted herein, by providing the Contractor with thirty. (30) 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 Addendum I (Scope of Services) and Addendum III (Project Approach in Contractor’s. Technical Response to RFP. No, 026-T-2018(P), agrees to pay Contractor the sum of Four Hundred Fifteen Thousand Four Hundred and 00/100 Dollars ($415,400.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. RPP No, 026-T- “2018 BP) 4 7 OM B Ti : Contractor's Initials: Cow Contract No. 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.émployees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed __N/A___ (S 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. DOCUMENTS, PRINTOUTS, ETC. Alf 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 shail 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 Jiability 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, 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 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 71 Cau RFP No, 026-T-2018 (PP 5 4 f OM R Ti gi Contractor’s Initials: Contract No. 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.construéd to bé 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 ail prior communications, contracts, or agreeinents 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 protéct.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. 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. RFP No, 026-T-2018 ¢P) . Contractor's Initi pO? No. -026-T-2018 €P) PQ 47 OM B Ti 9 ontractor’s Initials: Contract No. 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 thirty (30) days wiitten notice tothe 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 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 shalJ 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): 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: Cy not a territorial officer or employee .(i.e., the Governor, Lieutenant Governor, ) member of the Legisfature, 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) fainiliarized 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. REP No. 026-7T-2018(P) POAT OME TTS Contractor's Initials: Con ‘Contract No: 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 wheni'the same is sent by certified mail, postage prepaid or personally delivered, addressed ‘to. the parties as follows: 23. LICENSURE The Contractor covenants that.it has: GOVERNMENT Anthony D. Thomas. Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 | St. Thomas Virgin Islands 00802: Jenifer C. O’Neal Director Office of Management and Budget No. 5041 Norre Gade Emancipation Garden Station, 2" Floor St. Thomas, VI 00802 CONTRACTOR George S. Willie President ; Bert W. Smith, Jr. & Co., Chartered d/b/a Bert Smith & Co. 1090 Vermont Avenue, N.W. Suite 920 Washington, D.C.. 20005 (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. > REP No. 026-1-2018 (P)p Q 47 OMB T19 Coritractor’s Initials: Contract.No. 24. OTHER PROVISIONS Addenda 1, Il-and III attached hereto are.a part of this Contract-and are. incorporated herein by reference. 25, 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 debarted 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. ot 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. 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, oard,-commission, or other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor acknowledges that making. such a [alse, fictitious or fraudulent claim is an offence under Virgin Islands law. 27. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds. Contractor warrants that it shal! not, with respect to this ‘Contract, make or présent 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-offence. Contractor shall maintain the-following insurance coverages: during the term of this Contract (a) COMMERCIAL 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 and No Cents ($1,000,000,00) for any one person pet occurrence for death or personal injury and One. Million’ Dollars and No Cents ($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. 6 REP No..026-T-2018 (P)P Q 4 f OM oT 9 Contractor's nitiats 32 w| Contract No. {b) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to the Government, which covers the services being performed under this Coritract, with policy limits .of not less than One Million and 00/100. Dollars. ($1,000,000.00) per claim. The Government shail be listed thereon as a certificate holder. (c}) WORKERS’ COMPENSATION: Contractor sha!] supply. current. coverage under the Government Insurance Fund.or other form. of coverage. 7 \ REP No. 026-T-2018 (P) P0 47 OM B T1 9 Contractor’s initia oo Contract No. IN WITNESS WHEREOE, the parties have hereunto set their hands on the day and year first above written. OW. SES: eras ISLANDS (ass du y 4 | 14 te atts SO’Neal, Director Management and Budget Anthony D. Thomas, Commissioner ate Departnient of Property and Procurement CTOR co SAilhit a Voicku # v2 Hi Gone Wyllie, President | He nas Bert W~ Sn%th, Jr., & Co., Chartered d/b/a Bert Smith’& Co. (Corporate seal, if Contractor is a corporation) REP No. O26-0-2016 *, 4 ~ =e 4 Contractor's Initials: Contract No. POA? ONRT 19 APPROVED: oie do fa Date: S/: 22/ IF rable t r . GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL suriipncy, Z DEPARTMENT OF JUSTICE BY: (LU/M_¢ 7/7, Date ¥/2G//9F PURCHASE ORDER NO. CERTIFICATE OF APPROVAL [ hereby certify that this is a true and exact copy of Contract No. entered into between the Department of Property and Procurement and Bert W. Smith, Jr. & Co. Chartered d/b/a Bert Smith & Co. Anthony D. Thomas, Commissioner Department of Property and Procurement RFP No. 026-T-2018 (P) ) 0 47 OM B T1 9g ° Contractor’s Initials: N Contract No.