CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT is made this qs day of a 24 eto » 2059, in the

Territory of the Virgin Islands, by and between the Governmerit of the Virgin Islands,



Department of Property and Procurement, on behalf of the Bureau of Corrections (hereinafter

referred to as "“Government") and D.V.D. Construction Inc. (hereinafter referred to as

"Contractor")



WITNESSETH:



WHEREAS, the Government is in need of the services of a Contractor to install an

emergency generator and automatic transfer switch at the Golden Grove Adult Correctional

Facility, on St. Croix, U.S. Virgin Islands, which duties and responsibilities are more particularly

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



WHEREAS, the Government solicited the services under RFP No. 040-C-2018(P); and



WHEREAS, the Contractor represents that it 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:



1, SERVICES



The Contractor will provide the services described in Addendum I (Scope of Work) 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 (1) year thereafter. The Government in its sole discretion, shall

have the option to renew this Contract for a period of one (1) additional year subject to the same

terms noted herein, by providing the Contractor with sixty (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 Work), agrees to pay Contractor the sum of Seven Hundred Thirty-Five

Thousand Nine Hundred Thirty-Eight Dollars and Sixty Cents ($735,938.60) in accordance with

the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this

contract.



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(Contract Number) l Contractor’s Initial

(RFP Number) ToT

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 employees of the Government, or as agreed to by an addendum to this Contract,

however, said costs and expenses shall not exceed __N/A___($ 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.



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

every description derived thereftom 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. LEABILITY 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.



10. INDEMNIFICATION



Contractor agrees to indemnify, 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,



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(Contract Number) 2 Contractor’s Initials

(RFP Number)

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 addresséd 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 orto 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.



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(RFP Number) ;

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16. CONDITION PRECEDENT



This Contract shal! 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 sixty (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,



wheriever the Government shall deem such termination advisable by. providing sixty (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 sixty (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 th4at it has he 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) nota territorial officer or employee. (i.c., the Governor, Lieutenant

Govemor, 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:



@ 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 1 101(1) of said Code chapter.



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(Contract Number) 4 Contractor’s Initials

(RFP Number) A

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 when the same is sent by certified mail, postage prepaid or personally delivered,

addressed to the parties as follows:



GOVERNMENT

Anthony D. Thomas.

Commissioner Designee

Department of Property and Procurement

3274 Estate Richmond

St. Croix, VI 00820



‘Wynnie Testamark, Director Designee.

Bureau of Corrections

RR 1 Box 9909

Kingshill, V1 00851



CONTRACTOR

Roger Kainth, General Manager

D.V.D. Construction Inc.

Physical and mailing address:

6008 A Estate Castle Coakley

Christiansted, St. Croix 00820



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. OTHER PROVISIONS.



Addenda J and II attached hereto are a part of this Contract and are incorporated herein

by reference.



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(Contract Number) 5 Contractor’s Initials

(RFP Number} io {

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 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.



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 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.



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 offence.



28. INSURANCE

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



(2) 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 ($1,000,000.00) for anyone per occurrence for death

or personal injury and one million dollars ($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.



(b) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to

the Government, which covers the services being performed under this Contract, with

policy limits of not less than one million dollars ($1,000,000.00) per claim. The

Government shall be listed thereon as a certificate holder. N/A



(c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the

Government Insurance Fund or other form of coverage.



(Contract Number) 6 Contractor’s Initials

(RFP Number) /



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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



PM uavacte — Wynn hodonnras cla] 2014

Wynhie Testamark, Director Designee Date



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Anthony PD. Thomas, Commissioner Designee Date



Department of Property and Procurement

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CONTRACTOR

Vos, Cortes el >

eneral Manager



D.V-D. Construction

(Corporate seal, if Contractor is a corporation)



APPROVED:



I Pe. Date: BIE) lig



GOVERNOR OF THE VIRGIN ISLANDS



APPROVED AS TO LEGAL SUFFICIE

DEPARTMENT OF JUSTICE BY: Deis WF



PURCHASE ORDER NO.



CERTIFICATE OF APPROVAL



I hereby certify that this is a true and exact copy of Contract

No. entered into between the Department of

Property and Procurement and



D.V.D. Construction.



Anthony D. Thomas, Commissioner Nominee

Department of Property and Procurement



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(Contract Number) 2 am,

(RFPNumber) PQ 268 (!



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