Exercise of Renewal Option
Contract No. P082BOCT22 (dated 4/6/2022)
As amended (4/5/2024)
4/13/2026
PO-24-150-1502-684

OPCMR

AMENDMENT No. I OF

PROFESSIONAL SERVICES CONTRACT



THIS AMENDMENT made as of the 5th = day of _ April , 2024 _ 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

8WEST LLC, whose address 1321 Upland Drive #7085 Houston, Texas 77043 (hereinafter

referred to as “Contractor”).



Both parties witness to being duly authorized to execute this agreement and will attest

accordingly when and where necessary.



WITNESSETH



WHEREAS, pursuant to Contract No. P082BOCT22, approved by the Commissioner of

Property and Procurement on April 6, 2022, and its Renewal, approved by the Commissioner of

Property and Procurement on March 29, 2023 (which constitutes and is hereinafter referred to as

the “Contract”), the Government contracted with Contractor to perform website support,

maintenance and updates for Government’s website; and



WHEREAS, the Contract expires pursuant to its terms on April 5, 2024; and



WHEREAS, the parties desire to amend the Contract, to extend its term by two (2) years with

an option to renew the Contract for one (1) additional period of two (2) years at the sole discretion

of the Government, by adding Twenty Seven Thousand Three Hundred Eighty Dollars and Zero

Cents ($27,380.00) to the compensation, revising the scope of services and adjusting the payment

under Addendum II; and



NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of

which is hereby acknowledged, the parties hereto agree as follows:



TERMS AND CONDITIONS



1. The Contract is hereby amended and its term extended by (2) two years by deleting all

existing language contained in Paragraph 2 and replacing it with new language as follows:



“The term of this Contract shall be from April 6, 2022, to April 5, 2026. Upon the date of

execution of this Contract by the Commissioner of the Department of Property and

Procurement, this 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 one (1)



Amendment No. 1 to | \ s

Contract No. POR2ROCT22 _ Initials:

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additional period of two (2) years, subject to the same terms noted herein, by providing the

Contractor with sixty (60) days written notice of the Government’s election to renew.”



2. Paragraph No. 3 - Compensation is hereby amended by increasing the compensation by

Twenty-Seven Thousand Three Hundred Eighty Dollars and Zero Cents ($27,380.00) for a

total amount not to exceed Sixty-Two Thousand Three Hundred Dollars and Zero Cents

($62,300.00), deleting all existing language contained therein and replacing it with language

as follows:



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

in 1** Amended Addendum I (1% Amended Scope of Services), agrees to pay Contractor the

sum not to exceed Sixty-Two Thousand Three Hundred Dollars and Zero Cents ($62,300.00)

in accordance with the provisions set forth in 1* Amended Addendum II (1* Amended

Compensation), attached hereto and made a part of this Contract.”



3. Addenda I and II of the Contract is revised by deleting all terms contained therein and

inserting in lieu thereof all the terms contained in 1" Amended Addendum (1* Amended

Scope of Services and 1** Amended Addendum II (1* Amended Compensation).



4. This Amendment is subject to the approval of the Commissioner of the Department of

Property and Procurement and to the appropriation and availability of funds.



5. Except as expressly amended in this Amendment, all terms of the Contract remain in full

force and effect.



6. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES



A facsimile, electronic or digital signature on this Contract shall be deemed an original and

binding upon the Parties hereto.



Amendment No. 1 to 2

Contract No. PO82BOCT22 initials 4

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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 THE VIRGIN ISLANDS



Dublin



ie Tes



k, Director



gle



Bureau of Corrections



4/5/2024



Date



Department of Property & Procurement



8WEST LLC



°



—=--



03/15/2024



Sita Upshaw



William Upshaw



Date



Witness



Owner



(Corporate seal, if Contractor is a corporation)



DEPARTMENT OF JUSTICE BY



APPROVED AS TO LEGAL SUFFICIENCY .~ ba ff



a



fey



Date



4/4/2024



4



PURCHASE ORDER NO



Amendment No. 1 to



Contract No



PO82BOCT22



Initials Wu

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EXERCISE OF RENEWAL OPTION

GOVERNMENT OF

THE UNITED STATES VIRGIN ISLANDS



See

DEPARTMENT OF PROPERTY & PROCUREMENT



CONTRACT NO.: P082BOCT22



mere’

DATED: April 6, 2023- 2022



EXERCISE OF RENEWAL OPTION



Contractor Description of Scope of Work/Services

8West, LLC ' Website support, maintenance, and updates for :

1321 Upland Drive | the Government's website

# 7085

Houston, Texas 77043 L



Pursuant to the renewal option provision of Contract No. PO82BOCT22, and subject to the appropnation

and allotment of necessary funds, notice is hereby given that the Government of the U.S. Virgin Islands,

Bureau of Corrections exercises, its option to renew and does hereby renew the aforementioned contract

for the period April 6, 2023, to April 5, 2024, at the stipulated cost therein.



All the terms, covenants, and conditions of the contract affected shall continue in full force and effect. A

facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the

Parties hereto.



Please acknowledge receipt and acceptance hereby signing and returning the original to:



The Department of Property and Procurement



3274 Richmond

Christiansted, VE 00820

ACKNOWLEDGMENT & ACCEPTANCE: GOVERNMENT OF THE VIRGIN ISLANDS

° Nobrwet

William Upshaw, Owner — Wynhie Testamark, Director

8West, LLC Bureau of Corrections

DATE: 03/21/2023 _ DATE: D2] 2023



Z <A, oo DATE: 3/29/2023

- psa Alejandro, Acting Commissioner



artment of Property & Procurement

CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT is made this_6th __ day of April , 2022 , 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

“Govemmment”) and 8West LLC (hereinafter referred to as "Contractor”).



WITNESSETH:



WHEREAS, the Government is in need of the services of a Contractor to develop and

redesign the Government’s website, 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){3); 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:



1. SERVICES



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

hereto and made a part of this contract.



2. TERM AND EFFECTIVE DATE



This Contract shall be effective upon the date of execution by the Commissioner of the Department

of Property and Procurement and terminate one year thereafter. The Government in its sole

discretion shall have the option to renew this Contract for one additional year subject to the same

terms noted herein, by providing the Contractor with 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

Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Twenty-Four

Thousand Seven Hundred Twenty and 00/100 Dollars ($24,720.00) during the term of the contract

in accordance with the provisions set forth in Addendum I! (Compensation), attached hereto and

made a part of this contract.



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4. TRAVEL EXPENSES

Not applicable.

$. 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.



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 shal! not be used by Contractor or by any other person or entity except upon

the written permission of the Government. The rights to all intellectual property (documentation,

source code, executables, etc.) created in the course of this contract shall belong to the contractor

until the submission of payment of all invoices. Upon the payment of the entire cost of the contract

in accordance with the Scope of Services, all intellectual property righths shall be vested in the

Contractor.



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, 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.



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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 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, the 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, the Government may apply such sums in such manner as the Government may deem



Contract No._P082BOCT22 ° Contractor's Initials: et



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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 Goverment 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 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 60 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 by providing 60 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 60-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) 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.



(>) Contractor further covenants that it is:



(1) not a territorial officer or employee (i.c., 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



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Contract No,_P082BOCT22 Contractor's Initials: re

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 penatties

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.thomas@dpp.vi.gov



Telephone: (340) 774-0828



Wynnie Testamark



Director



Bureau of Corrections



RR I, Box 9909



Kingshill, VI 00850



Email: Wynnie.testamark@boc.vi.gov

Telephone: (340) 773-6309



CONTRACTOR



William Upshaw



8West LLC



Email: wupshaw@8westinc.com

Telephone: (404) 353-7782



22. LICENSURE

The Contractor covenants that it has:



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(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.



23. OTHER PROVISIONS



Addenda I and II, attached hereto, are a part of this Contract and are incorporated herein by

reference.



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 or subcontractor

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

heretofore made.



25. 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.



26. NOTICE OF FEDERAL FUNDING



Not applicable.



27. INSURANCE



Contractor shall maintain the following insurance coverages during the term of this Contract:



(a) COMMERCIAL GENERAL LIABILITY: Not applicable.

(6) PROFESSIONAL LIABILITY: Not applicable.



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Contract No. _PO82BOCT22 Contractor's initials: Ju



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(c) WORKERS' COMPENSATION: Not applicable.

28. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES



A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding



upon the Parties hereto.

WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS

Wynnie Testamark, Director

Bureau of Corrections

Mache line al Aan Dn. ¢ | 4/6/2022

ie i Anthony). Thomas, Commissioner Date



Department of Property and Procurement

o



Sita Upshaw William Upshaw Date

Witness Owner



(Corporate seal, if Contractor is a corporation)



APPROVED AS TO LEGAL SUFFICIENCY,

DEPARTMENT OF JUSTICE BY: te 4/6/2022

ststan orney Treneral



PURCHASE ORDER NO.



Contract No._PO82BOCT22 Contractor's tnitials: Re



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