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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is. made this 1S day of Senbem he, 2014. in the Tertitory. of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Department of Public Works (hereinafier refecred to as "Government") and John Paul David, P.E. (hereinafter referred to as "Contractor" ‘). WITNESSETH: WHEREAS, the Governments in need of the services of a Contractor to provide Program Management Assistance in the administration of The Federai-aid Highway Program 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.LC. § 239(a) (4) contractual services may be procured without observing the provisions of 31 §V.LC. 236 provided that the contract is for professional services and the services -are procured by competitive negotiation, wherever practicable; and WHEREAS, the. Contractor represents that it is willing and capable of providing such services; and NOW, THEREFORE, in consideration of ihe 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 Upon execution af this Contract by the Commissioner of the Department of Property. and Procurement tne Contract shall be effective for a Term beginning from September 1, 2019 to August 3], 2022. The Government in its sole discretion, shall have the option to renew this Contract for a period of one.additional year subject to the same. terms noted herein, by providing the Contractor with sixty (60) days written notice of the Goverriment’s election to renew. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum | (Scope of Services), agrees to pay Contractor the sum of Four Hundred Twenty- Three Thousand Six Hundred Eight Dollars and No Cents ($423,608.00) in accordance with the provisions set forth in Addendum [| (Compensation) attached hereto and made a part of this contract. PQ 3 9 D P i £ i 9 Contractor's initials: IP 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 employees of the Government, or as agreed to by an addendum to this. Contract, however, said costs and expenses shall not exceed Ten ‘Thousand Dollars and No Cents ($10,000.00), 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 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. 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, 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, PO 3 9 DP i C } 9 Contractor’s Initials: BM Contract No. ce Contractor agrees to indemnify, defend and held 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 Conttact 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 ot oral. 15. RIGHT TO. WITHHOLD If work under this Contract is not performed in accordance with the tetms 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 of 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. Contractor’s Initials: YD. PO39DPWe19 Contract No. 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 shall be subject to the availability and appropriation of funds and to the approyal 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 Thirty Days (30) 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 shal] deem such termination advisable by providing Thirty Days (30} days written notice to the Contractor. This partial termination shail 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 Days (30) 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, religios, disability or aational 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 ‘of 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: ? 0 4 } 1} P q C j 3 Coatracter’s Initials: yP%) i) (it) (iii) 21. EFFECTIVE DATE faniliarized 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: not made, negotiated or influenced this Contract, in its official capacity: no financial interest in the Contract as that term is defined in sectior 1101€1) of said Code chapter. The. effective date of this Contract shall be the day of execution of the Contract by the Commissioner of the Department of Property and Procurement. 22. NOTICE Any notice required to be given by the Terms of this Contract shall be deemed to have been giver when 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 Subbase, Suite 4 St. Thomas Virgin Islands 00802 Nelson M. Petty Jr, Commissioner Department of Public Works 8244 Subbase St. Thomas Virgin Islands 00802 CONTRACTOR John Paut David 77 Queens-Quarter P.Q. Box 26902. Gallows Bay St. Croix, USVI 00824 (a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by Title fthe Virgin Islands Code: and (6) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions-and occupations. 5 Pra Contractor's Initials: ¥ 24. OTHER PROVISIONS Addenda I and I attached hereto are a part of this Contract and ate 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: susperided 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 sucha 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: W p 6 P03 9 DP we V9 Contractor’s Initials: by . Contract No. (INTENTIONALLY LEFT BLANK] PO39DPWC19 Contractor's Initials: PPD Contract:No. IN WITNESS WHEREOPF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS (“RS al Bli4 Nelson M, Petty/Ir., P.E., Commissioner Date Dep nt of Public Works XN A-ttreme Vi L478 Anthony D. Thomas, Commissioner at P Department of Property and Procurement CONTRACTOR my fa) ? Wade i Bewi| ?-E wiRS¢ (“) John Paul David, P.E. Date (Corporate seal, if Contractor is a corporation) APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY 7 ¢2/ beget g Date_7 y) A 7 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 John Paul David, P.E. Anthony D. Thomas, Commissioner Department of Property and Procurement Contractor’s Initials: Contract No. PO39DPWC19