USVI Public Records

Document text

.e,. OP(’MR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this ______day of _______ 2020. 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 Department of Education. whose address is 1834 Kongens Gade. St. Thomas. U. S. Virgin Islands 00802-6746 (hereinafter referred to as “Government”) and Envision V.!. Corp (1/b/a Envision VI of 2-2 Estate Bovoni Bay 13. St. Thomas U. S. Virgin Islands 00802 (hereinafter referred to as Contractor’). WITNESSETH: WHEREAS, due to the (‘OVII)-1 9 pandemic and the rise in cases in the territory, the government had to move to online learning for students. and other . irtual junctions including teleworking and teleconlèrence meetings kr its employees: and WHEREAS, the (Iovernment has a need for increased videoconErcncing and telecommunication capacity within the Department’s public schools and fbcil ities throughout the territory which will allow ibr better serve and connectivity while preparing students lbr digital online education. and allowing for collaboration between the Department’s administration and students to connect with other students and administrators across the country for teaching and learning methodologies, while cutting clown on travel time and cost lbr the l)epartment: and WHEREAS. the Goernment is in need of a Contractor to purchase. install, and maintain video—conflrencing equipment and provide necessary training to ke personnel on operating the equipment at twelve (12) public schools in the St. Thomas! St. .Iohn and St. Croix School Districts. which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto: and WHEREAS, the Government solicited the services under REP No. RFP- 021-C-2020(P): and WI-IEREAS, the Contractor represents that it is willing and capable of providing such services: and NOW. THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally hound h this written instrument. the parties hereto do covenant and agree as follows: 1. SERVICES The Contractor shall provide services described in Addendum I (Scope of Services) attached hereto, incorporated herein. and made a part of this C’ontract. 1 ZZTV,k7 .4’ J’V,1L.— RFP No. RFP- 021 -C-2020 (P) Contractor’s 1niti1s: Contract No, / 8th February P046DOET21 1 0 PC MR 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon the date of execution of this Contract by the Commissioner of the I)epartment of Property and Procurement and shall terminate forty—two (42) months thereafter. The Government in its sole discretion. shall have the option to renew this Contract to allow for maintenance services 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 ol the Government’s election to renew. 3. COMPENSA1’ION l’he Government. in consideration of the satisfectory performance of the services described in Addendum I (Scope of Sen ices). agrees to pay Contractor a sum not to exceed Four Hundred Seventy-Nine Thousand, Nine Hundred Thirty-Six I)ollars and Thirty Cents (S479,936.30) 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 sen ices as specifled in Paragraph 3 (Compensation) above, the Government agrees to pa 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. lhese costs shall he advanced or reimbursed on the same basis as is applicable to non—contract employees of the Government. or as agreed to h 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 Ihe Contractor agrees to maintain the professional standards applicable to its profession and to consultants doing business in the United States Virgin islands. 7. I)OC U MENTS, 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 he turned over to it at the termination of this Contract. The above I / / ,4 RIP No. RIP- 02 l-C—202() (P) Contractor’s miii, Is Contract No. P046DOET21 0 PC MR described materials shall not he 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 he 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 tbr 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 prior consent of the Government. 9.a Audio Visual Concepts (AVC) has been approved under this contract as a Subcontractor as part of the “lnvision VI Corp Team”. 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 fcs) and causes of action of’ whatsoever character which Government may incur. sustain or he subjected to. arising out of’ oi’ in any way connected to the services to he perfoi’rned by Contractor under this Contract and arising from an\ cause. except the sole negligence of Government. 11. INL)EPENDENT CONTRACTOR The Contractor shall perform this (‘ontract as an independent contractor, and nothing herein contained shall he construed to he inconsistent with this relationship or status. 12. GOVERNING LAW ‘Ihis Contract shall he governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 13. WAIVERS ANI) AMENDMENTS No waiver, modification or amendment oF any term. condition, or provision of this Contract shall he valid or of an) force or effect unless made in writing, signed by the parties hereto or their dub __________________ (‘ontractor’s Inilias: REP o. REP- 021-C-2020 (Pf Contract No. P046DOET21 5”o OPCMR 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 he a general waiver, modification or amendment of an of the terms, conditions or provisions of this Contract. hut the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or \ritings. 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 he1\een 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 ‘,‘. ith the terms hereot 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’ or to satisfy such claims. Government will immediately notify the (‘ontractor in writing in the event that it elects to exercise its right to v. ithhold. 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 he 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 shall have the right to terminate this Contract v ith or without cause on thirty (30) days written notice to the other party specifying the date of termination 18. PARTIAL TERMINATION The pei’l’ormance of work undei’ this Contract may he terminated by the Government, in part. whenever the Government shall deem such termination advisable by providing Thirty (30) clays written notice to the Contractor. ‘Ihis partial termination shall he effected by delivering to the Contractor a Notice of Partial ‘l’errnination specifying the extent to which the term and/or duties under this Contract arc terminated and the date upon which such termination becomes effective. 4 RFP No. RFP- 021-C.2020 (Ii Contractor’s Initials: Contract No. / P046DOET21 0 OPCMR The Contractor shall be entitled to receive payment [‘or services provided to the date of termination. including payment for the period of the Thirty (30) day notice. 19. NON-I)ISCRIMINATION No person shall he excluded from participating in. he denied the proceeds of or he 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) ‘l’he 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 (‘ontract. (h) [he Contractor further covenants that it is: (I) 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 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. Virgin Islands Code, pertaining to conflicts of interest, including the penalties pt’isiot set forth in section 1108 thereof’: ii. not made, negotiated or influenced this contract in its official capacity: and iii. no financial interest in this Contract as that term is defined in Section I I 01(l) o [said Code chapter. 21. NOTICE Any notice required to be given by the Terms of this Contract shall he 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. MBA Commissioner l)epartment of Property and Procurement 8201 Sub-Base. 3’ Floor, Suite 4 St. Thomas Virgin Islands 00802 Racquet Berry—Benjamin Commissioner Department of Education 1834 Kongens Gade St. Thomas. Virgin Islands 00802 RFP No. RFr- 021 -C.2020 (P) Contractor’s Initials: Contract No. P046DOET21 OPCMR CONTRACTOR: Jose Saez Vice President Envision Vi. Corp d!b!a Envision V.1. 2-2 Estate Bovoni Bay #3 St. Thomas V.1 00802 22. LICENSIJRE The Contractor covenants that it has: a. obtained all of the applicable licenses or permits, permanent. temporary or otherwise as required by litle 27 of the Virgin Islands Code: and h. familiarized itself with the applicable provisions of litle 27 of the Virgin Islands Code pertaining to professions and occupations. 23. OTHER LROVISIONS Addenda I and II attached hereto are a part of this Contract and are incorporated herein by relereilce. 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 suhcontracts hereunder and shall furnish its subcontractors with the current ‘L1ST OF IARTIES EXCUJDE,[) FROM FEI)ERAL 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 he 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 \‘irgin Islands Ihr 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. hoard, commission. or other agency thereof, knowing such claims to he 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 hole or in part. by federal funds. (‘ontractor warrants that it shall not, with respect to this Contract, make or present any claim 6 RIP No. RFP- 021-C-2020 (P) Contractor’s Initials: Contract No. P046DOET21 0 PC MR knowing such claim to he false. fictitious, or fraudulent. Contractor ackno1edges that making such a false. fictitious, or fraudulent claim is a federal offence. 27. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract: (a) COMMERCIAL GENERAl. LIALIILI’lY: Commercial general liability insurance, in a Form acceptable to the Government. on a “per occurrence” basis with a minimum limit of not less than five hundred thousand dollars ($500,000.00) l’or any one person per occurrence for death or personal injury and five hundred thousand dollars (S500.000.00) 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 live hundred thousand dollars ($500,000.00) per claim. The Government shall he listed thereon as a certificate holder. (c) WORKERS’ COMPENSAIION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 28. FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall he deemed an original and binding upon the Parties hereto. RFP No. RFP- 021-C-2020 (P) ConEract No. 7 Contractor’s initials: P046DOET21 OPCMR IN WITNESS WHEREOF’, the parties intending to he legally bound have hereunto set their hands on the day and sear first above written. GOVERNMENT OF THE VIRGIN ISLANDS acquel Berry-Benjamin. Commissioner I)epartrnent of Education Anthony D. Thomas. Commissioner Department of Property and Procurement Date ‘ Louis G. Cruzado Business Development Manager Envision VI Corp CONTRACI’OR Jose >1z(Vice Iresident Enision V.1 Corp d/b/a Envision V.1 F)ate APPROVED FOR LEGAL SUI:FICIENCy DEPARTMENT OF JUSTICE BY: ____________________ 2/2/202 1 Assistant Att rney General Date PURCHASE ORDER NO. RFP No. REP- 021-(’-2020 (P Contract No. 8 WITNESSES: 11/09/2020 [)ate Contiactors Initials: 2/8/2021 P046DOET21