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CONTRACT FOR PROFESSIONAL SERVICES Ait THIS AGREEMENT is made this 2] day of _JOQNUQ) UL, 2016 by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Department of Planning and Natural Resources (“Government”) 8100 Lindberg Bay Suite No. 61, Cyril E. King Airport, Terminal Building 2" Floor, St. Thomas VI 00802, and Alliance Environmental Group, Inc. (“Contractor”) 100 Jefferson Boulevard, Suite 220, Warwick, RI 02888 (collectively the “Parties”). WITNESSETH: WHEREAS, DPNR, through its Air Pollution Control Program (“APC”), is responsible for the administration and enforcement of the Virgin Islands Air Pollution Control Act (12 V.L.C. § 201 et seq.) (“Act”), and the Part 70 Program under the Federal Clean Air Act through delegation from the Environmental Protection Agency (“EPA”): WHEREAS, administration and enforcement of the Act requires that DPNR issue Title V permits to sources qualifying for Part 70 permits under the Federal Clean Air Act and the Virgin Islands Air Pollution Control Act; WHEREAS, the Anguilla Landfill (“Anguilla”) and Bovoni Landfill (‘Bovoni”) (collectively “Sources” and respectively “Source”) each require a Title V Permit; WHEREAS, the Government is in need of the services of a contractor to complete the preparation of Title V Permits for the Sources, which duties and responsibilities are more particularly described in Addendum I (Scope of Work) and Addendum II (Compensation) attached hereto and made a part of this Contract; and WHEREAS, the Contractor represents that it is willing and capable of providing such services in an expeditious manner and in accordance with the specifications cited in Addendum I and Addendum II. NOW, THEREFORE in consideration of the mutual covenant herein contained, and intending to be legally bound by this written instrument, the Parties hereto do covenant and agree as follows: POZ9PNRT16 MAH Alliance Environmental Group, Inc. Title V Permit for Bovoni & Anguilla Landfills 1. SERVICES The Contractor will provide the services described in Addendum I (Scope of Work) attached hereto and made a part of this contract. 2. TERM This Contract shall commence upon the execution of this Contract by the Commissioner of the Department of Property and Procurement of the Virgin Islands and shall terminate two hundred and ninety days thereafter. 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 Thirty-Nine Thousand Nine Hundred Fifty Dollars ($39,950.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 4. TRAVEL EXPENSES Included in 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 Two Thousand Eight Hundred Dollars ($2,800.00). 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 POZ9PNRTI¢ | wa Alliance Environmental Group, Inc. Title V Permit for Bovoni & Anguilla Landfills 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 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 investigate, 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 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. POZ9PNRT16 Alliance Environmental Group, Inc. Title V Permit for Bovoni & Anguilla Landfills 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 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 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. Pozgpnutlé ; MAH Alliance Environmental Group, Inc. Title V Permit for Bovoni & Anguilla Landfills i8. 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 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.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 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. POZ9PNRT16 MPH /) Ne Alliance Environmental Group, Inc. Title V Permit for Bovoni & Anguilla Landfills 21. EFFECTIVE DATE 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 given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Randolph N. Bennett Commissioner Department of Property and Procurement Sub Base, Building No. 1, Third Floor St. Thomas, VI 00802 Dawn L. Henry, Esq. Commissioner Department of Planning and Natural Resources 8100 Lindberg Bay, Suite 61 Cyril E. King Airport, Terminal Building 2°° Floor St. Thomas, VI 00802 CONTRACTOR Richard C. Hittinger, MS President Alliance Environmental Group, Inc. 100 Jefferson Boulevard, Suite 200 Warwick, RI 02888 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 POZ9PNRT1¢ ul Alliance Environmental Group, Inc. Title V Permit for Bovoni & Anguilla Landfills Addendum I (Scope of Work) and Addendum II (Terms of Compensation) 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 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 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. POZ9PNRT16 __. Alliance Environmental Group, Inc. Title V Permit for Bovoni & Anguilla Landfills IN WITNESS WHEREOPF, the parties have hereunto set their hands on the day and year first written above. GOVERNMENT OF THE VIRGIN ISLANDS: / Lele Date A eke ) Dept. of Planning and Natural Resources rae i Wi ey, oe Va oe | Iph N. Bennett Cefiesioner Department of Property and Procurement bhoud Dawah Sh Ute /-5-1b Richard C. Hittinger, MS, President Date Alliance Environmental Group, Inc. (Corporate Seal, if Contractor is a corporation) Legal Sufficiency Department of Justice fn )¢ (| By asauuowurdl Date: /29// PURCHASE ORDER NO. POZ9PNRT16 HAH Le