CONTRACT. FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this day of , 20, inthe Territory’of the Virgin Islands, by and between the Government. of the Virgin Islands, Department of Property: and Proécuréinent, on belialf of the VIRGIN ISLANDS DEPARTMENT OF LABOR (hereinafter referred to as "Government” or “VIDOL") and the Center for Employment Security Education and Research, Inc. (CESER) (hereinafter referred to as “Contractor.") WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to automate the claims process, modernize and enhance the programs functionality and efficiency using current methodologies to increase automation for Unemployment Insurance (“UI”) benefit processes. as discusséd in Addendum 1], Scope of Services. WHEREAS, the.Contractor was selected in accordance with 31 VIC. § 23 9(8). WHEREAS, this’ project is part of the continued effort to modernize and enhance: the programs functionality and efficiency using current methodologies to increase automation for UI benefit processes. WHEREAS. VIDOL was designated a high-risk grantee.on December 20, 2016, this project is subject. to additional requirements and monitoring. All steps including, application, scope.development, project deliverables, business requirements, design, and testing, and implementation will be subject: to United States Department of Labor (SUSDOL”) Employment and Training Administration’s (“ETA”) review and approval. 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 Services) 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 September 30; 2020 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 perfonnance of the services described in Addendum 1 (Scope of Services), agrees to pay Contractor the sum of SIX HUNDRED SIXTY NINE THOUSAND (Contract Number? 0 31 9} OL C 1 9 I contrat nis FPA AND 00/100 DOLLARS ($669,000.00) in accordance with. the: provisions. set forth in Addendum II (Compensation) attached hereto and made.a part of this contract. 4. TRAVEL EXPENSES Inclusive of the. compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees. to pay documented ‘transportation, subsistence, lodging and other travel expenses, while in travel ‘status, for trips which have been authorized in writing, in advance, by the Government. These costs shall-be.advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or.as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A (S$ 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. All documents, books, recerds, instructional materials, programs, printouts and. memoranda of every description derived therefrom and pertaining to. this Contract shall become the property of the Government arid 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. 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 and social sécurity 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 froii and against any and-all Joss, 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 (Contract Number) 31D OL D QL, C 1 9 2 Contractor's Initials 4 7 out of or in any way connéected.to the negligent performance of services by Contractor under this Contraét and arising from any. cause, except thé sole negligence of Government. 1L. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor and nothing herein contained shail 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 bea general waiver, modification or amendment of any of the ternis, 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, Government will have the right to withhold out of any payment due-to Contractor, such‘sums as Governirient may deem ainple 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 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. 16. CONDITION PRECEDENT This Contract ‘shail be subject to the availability and appropriation of funds and to the approval of the Governor. (Contract Number p-9-3-48 =e 6 } 9 3 Contractor's Initials. | [4 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, whenever 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 procéeds 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. (by 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 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 penalties provision set forth in. section 11068 theréof; (ii) not made, negotiated or influenced this Contract, ‘in its: official capacity; (iii) ne financial-interest in the Contract as that term is defined in . section 1101(1) of said Code:chapter. 21. EFFECTIVE DATE The effective date of this Coritract 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 deeméd to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as: follows: (Contract nonber JH D OL G L 3 ‘ 4 Contractor's Initials’, 14 GOVERNMENT Anthony D. Thomas Commissioner Nominee Department of Property and Procurement 3274 Estate Richmond St. Croix, V100820 Gary Molloy Commissioner Nominee Department of Labor 4KA Sion Farm, Suite | Christiansted, VI. 00820-4245 CONTRACTOR Scott B. Sanders Executive Director CESER. 444 North Capitol Street N.W. Suite 300 Washington, D.C. 20001 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 [and II are 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 debarred from €ntering into contracts with any fedetal 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 (Contract Number PO 3 IDOL C | 9 5 comacoes tats Ap 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 coverage 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 ($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 policies) 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. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS igh A —13S Ao debe Z 4, P Gary Molloy, Commissioner Nominee Date / - Ounroa_f Department of Labor Helin A. the VLIN Cy 2.6.17 Anthony D, Thomas, Commissioner Nominee Date Department of Property and Procurement CONTRACTOR BEN & SHWOSA tyfa 4 Ulf j aT a Scott B. Sanders, Executive Director Date h CESER (Contract Number® 0 03 D L C L 9 6 Contractor's Initials Af APPROVED: AVF) A wo Date: ce Lf uf tg drable\Albert Bryan Jr. GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFI DEPARTMENT OF JUSTICE BY:/Z Ue Wf fe date T/1: AA 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 CESER. Anthony D. Thomas Commissioner Nominee Department of Property and Procurement posIDOLC19 (Contract Number ) 2 7 Contractor's Initials fj” i