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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 1 “day o 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 Office of the Governor (hereinafter referred to as "Government") and JAREDIAN DESIGN GROUP, LLC (hereinafter referred to as “Contractor” "Jaredian Design Group" or “JDG") WITNESSETH: WHEREAS, the Government contracted the Contractor to provide architectural/engineering (A/E) professional services: Pre-design services/programming existing conditions review; prepare and submit construction design documents; conduct bidding and negotiations for the construction phase and construction phase administration for the rehabilitation of Government House Charlotte Amalie. No 21-22 Kongens Gade St. Thomas, United States Virgin Islands under Contract No. P03700GT18 at a cost of Two Hundred Seventy-Nine Thousand Five Hundred Forty and 00/100 Dollars ($279,500.00); and WHEREAS, Contract No. PO3700GT18 expired pursuant to its terms on September 3, 2019, before the completion of all services thereunder; and WHEREAS, the Government needs to complete the construction management phase which remains from Contract No. PO3SOOGT18; and WHEREAS, the Government needs the Contractor to provide construction management services at increased frequencies because of the conditions tied to the federal funding for these services; and WHEREAS, the Contractor represents that it is willing and capable of providing such services for the rehabilitation of Government House Charlotte Amalie; 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 1 (Scope of Work) attached hereto and made a part of this contract. RFP 006-2018(P) Page 1 of 11 Contractor's Initials p03400G7T20 ip GVI OPCMR 2. TERM & EFFECTIVE DATE The term of this Contract shall be from September 4, 2019 to September 3, 2020. Upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement, this Contract shall become effective for the Term set out herein. The Govemment in its sole discretion, shall have the option to renew this Contract for a period of one (1) year subject to the same terms noted herein, by providing the Contractor with thirty (30) days written notice of the Govemment’s election to renew. Should it be necessary to complete the project set forth herein, the parties may renew the Contract for a further term of one (1) year upon thirty (30) days written notice. 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 One Hundred Eighty-Eight Thousand Five Hundred and 00/100Dollars ($188,500.00) in accordance with the provisions set forth in Addendum II (Compensation) atteched 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 FIVE THOUSAND DOLLARS ($5,000.00). 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 tumed over to it at the termination RFP 006-201 8(P) Page 2 of Li Contractor's Initials P03400¢T29 GVI 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 receipts, 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 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, 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 terms conditions or provisions of this Contract shall be valid or have 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 tobe a general waiver, modification or amendment of any of the terms, Contract No. RFP 006-2018(P) Page 3 of 18 Contractor’s GVI 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. 1$. 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 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 shall be 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 will have the right 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 Contractmay be terminated by the Government, in part, whenever the Government shall deem such termination advisable by providing thirty (30) days written notice to the Contractor. This partial termination shall be affected 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 entitledto receive payment for services provided up to the date Contract No. RFP 006-2018(P) Page 4 of 11 conn at ab PO3a00nT20 GVI of termination, including payment for the period of the thirty (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, 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. (b) Contractor further covenants that it is: (1) not a territorial officer or employee (i.¢., 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 Goverment, whether compensated ona salary, fee or contractual basis); or (2) a territorial officer or employee and, as such, has: (i) _ familiarized itself within 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. 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 Department of Property and Procurement Sub-Base, Building No. I, Third Floor St. Thomas. Vi 00802 Contract No. RFP 006-2018(P) Page S of 11 commer 0) Karl Knight, Chief of Staff Office of the Governor 19-20a Kongens Gade $047 Kongens Gade Charlotte Amalie. VI. 00802 CONTRACTOR John P. Woods Principal JAREDIAN DESIGN GROUP, LLC 5333 Raadets Gade Suite 14 P.O. Box 6218 Emancipation Station St. Thomas, VI 00802 22. LICENSURE The Contractor covenants that it has: (#) obtained all 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. 23. OTHER PROVISIONS Addenda I and I! attached hereto are a part of this Contract and are incorporated herein by reference. 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 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. 25. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any ContractNo. RFP 006-2018(P) Page 6 of 11 Commer addy OPCMR 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 is a federal offence. 27. INSURANCE Contractor shall maintain the following insurance coverages 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 any one person 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 five hundred thousand dollars ($500,000.00) per claim. The Government shall be listed thereon as a certificate holder. (¢) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. Contract No. RFP 006-2018(P) Page 7 of 11 Contractor's Initials) h7 p03400GT20 en ite GvI OPCMR IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written OF THE VIRGIN ISLANDS 2hrk hief Office of the ancl i. Aton Ly 3/6/2020 _ ces hig — ty and Procurement Pao feb.27 10% Woods, Principal JA IAN DESIGN GROUP, LLC APPROVED AS TO LEGAL S$ U DEPARTMENT OF JUSTICE B oat iplfion fefooce PURCHASE ORDER NO CERTIFICATE OF APPROVAL Thereby certify that this is a true and exact copy of contract No entered into between the Department of Property and Procurement and Jaredian Design Group, LLC Anthony D. Thomas, Commissioner Department of Property and Procurement Contract No. RFP 006-2018(P) Ww Contractor's Initials P03400G¢T20