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CONTRACT FOR PROFESSIONAL SERVICES gt THIS AGREEMENT is made this __\ day of Dedolns. , bi 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 Virgin Islands Police Department (hereinafter referred to as “Government”) and DNA Labs International Inc., a Florida corporation (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor for the provision of Forensic Serology and DNA Testing Services, which duties are more particularly described in Addendum I (Scope of Work) attached hereto; and WHEREAS, the Contractor represents that it is willing and capable of providing such services; 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 I (Scope of Work) attached hereto and made a part of this contract. 2s TERM Upon execution of this Contract by the Governor of the Virgin Islands the term shall be effective from October 1, 2017 to September 30, 2018, unless terminated in writing by either party.” 3 COMPENSATION In consideration of the satisfactory performance of the services described in Addendum I (Scope of Work), the Government agrees to pay Contractor a sum not to exceed Two Hundred Thousand Dollars ($200,000.00), as more specifically set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 4, TRAVEL The compensation for services specified in Paragraph 3 above includes the cost of 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 travel costs and expenses shall not exceed TEN THOUSAND DOLLARS ($10,000.00). 5ypd118 Initials Vac CP PO 2 ss GOVERNMENT — DNA Labs 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: his profession and to consultants doing business in the United States Virgin Islands. At all. times that this Contract is in effect, Contractor shall maintain accreditation, by a nationally recognized forensic testing accrediting agency, asa forensic DNA laboratory. Such.accreditation shall certify that Contractor adheres to the standards established by the International Organization for Standardization, Forensic Requirements for Accreditation, and the DNA Advisory Board. 7, DOCUMENTS, PRINTOUTS, ETC. a. All documents, books, records, instructional materials, programs, printouts and memoranda of every description derived here from 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 Governor. b. All data, test results, and information of any kind and in any medium derived or resulting from the forensic serology and DNA testing and analysis services under this Contract, and any ancillary testing and analysis services performed in connection with. and pertaining to the: services under this Contract, are the sole and exclusive property of the. Government, free: ‘and clear of any claim or retention rights by the ‘Contractor. In addition, any compilation, database, case reports, profiles, websites, application software, programs, documents, technical communications, books, records, ‘instructional materials, findings, conclusions, opinions, printouts and memoranda of every description ‘derived from and pertaining to the services under this Contract, but not including: Contractor’s administrative communications, records, files and working papers relating to this Contract, and all information and data entered into and. maintained in the Virgin Islands DNA Profile Database, whether prior to or subsequent: to the effective date of this Contract, are the sole and exclusive property of the Government, free and clear of any claim or retention rights by the Contractor. The provisions of this Section Shall survive termination or expiration of this Contract. ce. “Confidential Information” shall mean all information and data classified as confidential under Virgin Islands and federal statutes and rules and regulations. Contractor agrees. that the Confidential Information is to be considered confidential and proprietary to the Government and Contractor shall hold the same in confidence,. shall not use. the -Confidential Information except with the specific prior written authorization of the P0 25 VED T ] g Page 2 GOVERNMENT ~ DNA Labs Government, .and shall disclose it only to its officers, directors, or employées: with a specific need to know. Contractor will riot. disclose, publish or otherwise reveal any of the Confidential Information, whether received from the Government, derived by Contractor in. the. performing. the services under this. Contract, or obtained by any other means or source, to‘any other party whatsoever except with the specific prior written authorization of the Governrient. Contractor shall take all necessary steps to safeguard the Confidential Information in conformity with federal and Virgin Islands: statutes and rules. and regulation. The provisions of this Section. shall not apply to Confidential Information that Contractor is required to disclose by law or by court order. In.such.event the Contractor shall give the Government at least ten (10) days prior notice of disclosing Confidential Information, which notice shall include the legal authority or court order compelling: the disclosure.Confidential Information and state. the specific Confidential Information that the Contractor is compelled to disclose by law or court order. The Government shall have the right to challenge any. demand for the disclosure of Confidential Information made by court order or under the ‘authority of law. The provisions of this Section shall survive termination or expiration of this Contract. 8. LIABILITY OF OTHERS. Nothing in this Contract shall be consirued 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: aily 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 indemnify, defend and hold harmless Government from. and against any and.all loss, damage, liability, clainis, demands, detriments, cost, charges and expense (including attorney”s fees) and causes of-action of whatsoever: character which Government. may incur, sustain or besubjected 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. ll. 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. Initials oc Y. pozsventi 8 Page 3 GOVERNMENT DNA Labs 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 amendinent. 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 éiitire 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 there from and at its option, the Government may apply such sums.in such manner as Government may deem proper to secure itself of satisfy its claim. The 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. CONDITIONS PRECEDENT _ This contract shall be subject to availability and‘appiopriation of funds and to the: approval of the Governor. 17. TERMINATION Either party shall have the right to terminate this Contract with or without cause on 30 days written notice to the other party specifying the date of termination. Upon termination of the agreement, any remaining credit balance on the contract will then be. refunded by the Contractor to the Government or paid to the Contractor by the Government, whichever case applies. PO25 VP | GOVERNMENT ~ DNA Labs. 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 termination, including payment for the period of the 30 day notice. Upon’ partial termination of the agreement, any remaining credit balance on the contract will then be refunded by the Contractor to the Government or paid to the Contractor by. the Government, whichever case appliés. 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 conflictin 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. @ territorial officer or employee (i.¢., 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 agericy, board, commission. or independent instrumentality of the Government, whether compensated on a salary, fee or contractual basis); or (2) a territorial officeror 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; Gi) not made, negotiated or influenced this Contract, in its official capacity; dii) sno financial interest in the Contract as that term is defined in‘section 1101 (1) of said Code chapter. ‘GOVERNMENT - DNA Labs 21. EFFECTIVE DATE The effective date of this Contract shall be the day of execution of the Contract by the Governor. 22. NOTICE Any notice required to be given, by the Terms of this Contract shall be deemed to have been given when the sanie is Sent by certified mail, postage prepaid or personally delivered, addressed.to the parties as follows: GOVERNMENT Commissioner Virgin Islands Police Department 45 Mars Hill- St. Croix, USVI 00840 Commissioner Department of Property & Procurement Sub Base, Building No. 1 St. Thomas, Virgin Islands 00802 CONTRACTOR DNA Labs International Inc. Kirsten Charison 260 SW Natura Avenue, 2"? FL Deerfield Beach, Florida 33441 23. LICENSURE ; The Contractor covenants that It: {a) has obtained all of the applicable licenses or permits, permanent, . temporary or otherwise as required by Title 27 of the Virgin Islands Code. and. shall maintain during ‘the term of this Contract such licenses or permits; and (by has familiarized itself with the applicable provisions of Title 27 of the. Virgin Islands Code pertaining to professions and occupations.. 24. FALSE CLAIMS Contractor warrants that he 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 claim to be false, fictitious, or fraudulent. Contractor acknowledges that-making such‘a false, fictitious or fraudulent claim is-an offense under Virgin Islands law. pozsvPDT18 GOVERNMENT - DNA Labs 25. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract may be funded, in whole or in part, by federal funds. Contractor warrants that he 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 offense. 26. DEBARMENT CERTIFICATION By execution of this contract, the Contractor certifies that he is eligible to receive contract awards using federally appropriated funds and that he 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 sub- contractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT”. In the event the Contractor or any sub- Contractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or sub-contractor agrees that it shall not be entitled to payment for any work performed under this contract or any subcontract and that the Contractor or sub- contractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 27. OTHER PROVISIONS Addendums I, II and III attached to this contract are by this reference, incorporated into and made a part of this contract. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS SAL C4 ; (sz Jas/p Delroy Richards, Sr. “* “Tate Police Commissioner Virgin Islands Police Department Lloyd T. Bough, Jr. a Date “ Commissioner Department of Property & Procurement POZ25VPDT18 Initiais | «LB GOVERNMENT — DNA Labs CONTRACTOR DNA Labs International Inc ‘9 v Chwiatnce Hanne) rs ae bade ‘alt Millis erly Ce | ¢{ o1[ 18 Kirsten Charlson Date President APPROVED Ot O6-04-ly Kenneth B Mapp Date GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY Dp OF JUSTICE sy: Ga £ Ce &sg S7 Lael & Date POZ25VPDT18 Initials 4 sain