USVI Public Records

Document text

CONTRACT FOR PROFESSIONAL SERVICES d THIS AGREEMENT is made this ay day of uct . 2048. 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: OFFICE OF MANAGEMENT AND BUDGET (hereinafter. referred 10 as "GOVERNMENT") and MGT OF AMERICA CONSULTING LLC (hereinafier referred to as "CONTRACTOR"} WITNESSETH: WHEREAS. the Government is in need of the services of a Contractor to provide assistance to the Government of the Virgin Islands to provide professional services in the development of .a comprehensive government-wide Indirect Cost Allocation Plan and Indirect Cost Rate Schedule for Fiscal Years 2019-2020-consistent with ali applicable ‘federal OMB circulars. The duties and responsibilities are more particularly described in Addendum | (Scope of Services) attached liereto: and WHEREAS. the Contractor has prior knowledge and experience in the preparation of cost allocation plans and indirect cost rate’ schedules and the Contractor represents that it is willing and capable of providing such services; WHEREAS, atier a considerable amount of negotiations between the Parties. and their respective advisors, agreement was reached on the actual duties and responsibilities which the Contractor will perform and which are more particularly described in Addendum |! attached hereto: and 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 | (Scope ‘of Services) attached beret 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 Islandsand shall terminate ONE YEAR (1) thereafter, The Government may exténd the term of the contract for one (1) additional year by executing an Exercise of Option to Renew Form. POZ90MBT18BYZA L Contractor's Initials; 3. COMPENSATION _ The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay Contractor the sum of ONE HUNDRED FIFTY-SEVEN THOUSAND: FIVE HUNDRED and. 00/100 DOLLARS ($157,500.00) in accordance with the provisions set forth in Addendum JI attached hereto and made-a part of this contract. 4. TRAVEL EXPENSES Included in 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 writirig, 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 Govertiment, or as agreed to by an addendum to this Contract, however, said. costs and expenses shall not exceed Fifteen Thousand arid 00/100 Dollars ($15,000. 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 te 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 Coritract. The above described materials shall not be used by Contractor or by any other person or entity except upon the written peimission 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 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 bo PO390MBT1¢ Contractor's iis AF ar 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 whatsoéver 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 str ictly 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 ali 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 i 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 aniple 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. The Government shall make no such withholding or application shafl be made by. Government if and while Contractor givés. satisfactory assurance to: Government that such claims will be paid by Contractor or its insurance carrier, if applicable in the event that such-contest isnot successful. PO390MB Ty 3 3 Contractor’s initials? 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. 17. TERMINATION . Either party. will have the tight to terminate this Contract with or without cause on Thirty [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. 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 [30] day notice. 19. NON-DISCRIMINATION No pérson 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 -aliy interest direct or indirect, which would conflict in any manner or degree with the. performance of services required tobe 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 Governnient, whethér 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 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. EFFECTIVE DATE ‘The effective date of this Contract shall be the day:of execution of the Contract by the Governor. PO390MBT18 4. Contractor's I nti LA 22. NOTICE Any notice. required to be given by the Terms of this Contract shal] 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 Lloyd T. Bough Jr. Commissioner Department of Property and Procurement Sub Base, Building No. 1, Third Floor St. Thomas, V} 00802 Julio A. Rhymer, Sr., Director Office of Management and Budget No: 5041 Norre Gade Emancipation Garden Station, 2"¢ Floor St. Thomas, V1 00802 CONTRACTOR ‘Trey Traviesa, CEO ‘MGT of America Consulting LLC 72 Kronprindsens Gade Si. Thomas, VJ 00802 23. LICENSURE The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits, permanent, teinporary 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, DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that it is eligible 10 receive contract awards using federally appropriated funds and that it has not been suspended or debaired 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 anny subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor agrees that it shall not be entitled 10-payment. for any work performed under this contract or any subcontract and that the Contractor or subcontractor shall prompily reimburse the Government of thé Virgin Islands for any 5 Contractor's Initials; progress payments heretofore made. If, during the term of this: Contract. the Contractor shajl become ineligible to receive contract awards using federal funds, this Contract shall. be terminated forthwith for cause and the Contractor shall not be entitled to payment for aiiy work performed under this contract or sub-contract after the effective date. of such ineligibility. 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 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 isa federal offence: IN WITNESS. WHEREOF, the parties have hereunto set their. hands on the day and year first above written. 7 VITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS. o | Juliov-Rhymter, gr Director Date | Office of Management and Budget tH? 4 Lioyd T. Bough, Jr., Commissioner Date Department of Property and Procurement Date. CONTRA TOR Trey ipa CEO ‘MGT of America Consulting: LLC PO390MBT1LE- 6. Contractor’s wep APPR Date: Of. 50- 1 . Kennbth B. M ap GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY: : dpa dass PURCHASE ORDER NO. CERTIFICATE OF APPROVAL I hereby’ certify that this is a rue and exact copy of Contract No. entered into between the Department of Property and Procurement and MGT of America Consulting Lloyd T. Bough, Jr., Commissioner Department of Property and Procurement pts anu Sas fey GeBehy ¥ ‘ oy Ty LY BLOF eS esas posgous Tie Conteactor’s wig, AK