CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT made as of the 22, day of fe =e Res ©, i

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 Kim Lyons, whose address

is P.O. Bo72, Frederiksted, V.I. 00841 (hereinafter referred to as “Contractor”).



WITNESSETH:



WHEREAS, the Government is in need of the services of a Contractor to assist the Bureau of

Corrections in taintaining compliance records, tracking dates, events, and deadlines for

compliance with various tasks set by Court appointed expert, the monitoring team, and District

Courts of the Virgin Islands, all of which duties and responsibilities are more particularly

described in Addendum I (Scope of Work) attached hereto; and



WHEREAS, the Contractor represents that she 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:



ie SERVICES



The Contractor will provide the services described in Addendum I, (Scope of Services)

attached hereto and made a part of the Contract.



Z TERM

This contract shall commence upon execution by the Governor of the Virgin Islands, and



shall terminate one year thereafter



3. COMPENSATION



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

described in Addendum | (Scope of Services) agrees to pay the Contractor an amount not to

exceed Sixty Thousand Dollars and 00 Cents ($60,000.00) per year as set forth in ADDENDUM

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



4. RECORDS



Contractor, including its employees and sub-Contractors, shall maintain all books,

documents, papers, medical records, charges, complaints, hearings, disciplinary records, and all

records which a correctional institution is required to make and keep, and bring to the attention

of Government. Such records shall be kept in each inmate file and turned over to government at



the expiration of this Contract.



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ae 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, such costs and expenses shall not exceed _ (NOT APPLICABLE).



6. PROFESSIONAL STANDARDS



The Contractor agrees to maintain the professional standards applicable to professionals

doing business in the United States Virgin Islands.



Ts DOCUMENTS, PRINTOUTS, ETC.



All documents, books, records, and instructional materials, programs, printouts, and

memoranda of every description derived there from 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 materials shall not be used by Contractor or by any person or

entity except upon written permission of the Government.



8. LIABILITY



Nothing in this Contract shall be construed to impose any liability upon Government

persons, firms, associations, or corporations engaged by Contractor as servants, agents,

independent contractors, or in any other capacity whatsoever, or make the Government liable to

any such persons, firms, associations or corporations for the acts, omissions, responsibilities,

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.



ae INDEMNIFICATION



Contractor agrees to indemnify, defend and hold harmless the Government from and

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

expenses (including attorney’s fees) and causes of action of whatsoever character which the

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.

10. ASSIGNMENT



The Contractor shall not subcontract nor assign any part of the services under this

contract without the prior written approval of the 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 is exclusive 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 representative, 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 Contract constitutes the entire agreement between the parties hereto, and all prior

understandings or communications, written or oral, with respect to the subject matter of this

Contract, are merged herein.



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

the Government may deem ample to protect it against loss or to assure payment of claims arising

there from, 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 the Government that such claims will be paid by the

Contractor or its insurance carrier, if applicable, in the event that such contest is not successful.



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16. TERMINATION



Either party shall have the right to terminate this Contract with or without cause on

fourteen (14) days written notice to the other party specifying the date of termination.



17. 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.



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 fourteen

(14) days’ 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) 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) 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 compensation on a salary, fee or

contractual basis); or



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Contract No. —

(2) A territorial officer or employee and, as such, has:

(i) familiarized itself with the provisions of Title 3, Chapter 37, 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. 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.



22, EFFECTIVE DATE



This contract is expressly subject to the appropriation of funds and the effective date of

this Contract is upon the signature of the Governor.



23. 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:



CONTRACTOR:



Government Lynn A. Millin-Maduro, Esq., Commissioner

Department of Property and Procurement



Sub Base, Building No. 1



St. Thomas, VI 00802



And



Julius Wilson, Director

Bureau of Corrections

Route 1, P.O. Box 9955

Kings Hill, VI 00851



Kim Lyons

P.O. Box 72

Frederiksted, V.I. 00841



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24. LICENSURE



The Contractor covenants that it has obtained all of the applicable licenses or permits,

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



25. NOTICE OF FEDERAL FUNDING



Contractor acknowledges that this Contract may be 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.



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 sub-contracts 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 sub-contractor misrepresents its eligibility to receive contract awards

using federal funds, the contractor or sub-contractor agrees that it shall not be entitled to payment

for any work performed under this contract or sub-contract and that the contractor or sub-

contractor shall promptly reimburse the Government of the Virgin Islands for any progress

payments heretofore made.



27. OTHER PROVISIONS



ADDENDUM I (Scope of work) and Addendum I (Compensation) attached hereto are a

part of this Contract and are incorporated herein by reference.



IN WITNESS WHEREOF, the parties intending to be legally bound have hereunto set their

hands on the day and year first above written.



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Contract No. «a .

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