USVI Public Records

Document text

OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is made this day of 20. in the Territory of the Virgin Islands. by nncl between the Government of the Virgin Islands. Department of Property and Procurement, on behalf of the Department of Tourism (hereinafter referred to as “Government”) and Miles Partnership. LLLP (hereinafter referred to as “Contractor”). WITNESSETH: VHEREAS, the Government is in need of the services of a Contractor I’or the development and implementation of a Marketing Campaign for the U.S. Virgin Islands (USVfl to promote the territory and enlighten prospective visitors that the U.S. Virgin Islands is open for business post hurricanes. The described services is outlined in Addendum I (Statement of Work) attached hereto; and WHEREAS as a result of the 2017 hurricanes. Irma and Maria. the U.S. Virgin Islands (USV1) received an aUocation of C’ommunitv DeveLopment PiocL Grant Disaster Recovery (CDBG [)R) funds which will he administered by the Virgin Islands Housing Finance Authority (VITIFA): and WHEREAS. the Government solicited the services under RFP No.032-T-2020 (P): and WHEREAS. the Contractor represeilts that it is ‘. illing and capable of providing such services: and NOW, TN FREFORE. in consideration of the mutual covenants herein contained, and intending to be legal’y bound by this written instrument, the parties hereto do covenant and agree as follows: I. SERVICES The Contractor will Provide the services described in Addendum I (Statement of Work) attached hereto and made a pall hereof 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon the date of execution of’ this Contract by the Governor of the Virgin Islands and shall terminate Three 1-lundred and Sixty-Five (365) days thereafter. The Government in its sole discretion, shall have the option to extend this Contract for a period of one (I) year subject to the same terms noted herein, by providing the Contractor with thirty (30) days written notice of the Government’s election to extend. RIP No. _032-T-2O2OjfL. C’ontractor’s InitiaIs (‘ontract No. - 14th December 20 P026DOTT21 OPCMR 3. COMPENSATION The Government. in consideration ol’ the satisfactory performance of the services described in Addendum I (Statement of Work). arces to pay Contractor a sum not to exceed Two Million Thirteen Thousand Five Hundred Seventy-five dollars and 00/100 cents (S2,013.575.00) in accordance ith the provisions set ftrth in Addendum II (C’ornpensation) and Addendum Ill (Cost Proposal) attached hereto and made a part of tins contract. 4. TRAVEL EXPENSES inclusive of the compensation for services as specified in Paragi’aph 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 by the Government. These costs shall he advanced or reimbursed on the same basis as is applicable to non-contract cmpk)yeeS olthe Government or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed Seventeen thousand, five hundred dollars and 001100 cents (S 17,500.00). 5. RECORDS The Contractor when applicable, will Present documented precise records of time and/or money expended under this Conti’act. 6. PROFESSIONAL STANI)ARDS The Contractor agrees to maintain the professional standards applicable to its profession and to consultants doing business in the United States \‘ii’gin Islands. 7. CONFIDENTIAL INFORMATION It is understood and agreed that Contractor. including hut not limited to its emplosees. agents and assign. shall maintain as confidential all information that Government may disclose to Contractor. Contractor shall take all steps to protect and to not disclose this information, unless the information is either: i. known to the disclosing party prior to its receipt fi’om the other party without a limitation or obligation of confidentialit under another Contract: ii. independently developed b the disclosing party without use of the other party’s protected intormation or data; iii. iii the public domain at the time ot’ disclosure through no fault of the disclosing parts iv. received from a third parts with a legal or contractual right to disclose such information or data: 01’ v . required to be disclosed as a result of a legal obligation to do so: provided, however, that the disclosing party shall provide 10 days’ pnor \scittetl 1otice to the other party of its intention to disclose such information. RFP No. j2—J—2Q2OP Contractor’s Initats:3 Contract No. P026DOTT21 4b’ OPCMR 8. OWNERSHIP OF MATERIALS Upon final payment by Government. materials produced tinder this Contract shall be considered to he owned by Government. In no event shall Contractor be precluded From developing for itselfor for others, materials that are competitive with, or similar to, the deliverables. Furthermore. Contractor will continue to he free to use its general knowledge, skills and experience and any ideas, concepts. know-how and techniques that are acquired or used in the course of providing the Services. Materials independently developed and o ned by Contractor or by other authors and third paiies. and which may he used in thc Fulfillment of this Contract. remain the property of their authors or owners. cio’vernrnent shall be given advance written notice of any third party materials which are used in the IlilfilIrnent of this Contract. Subsequent use of such materials by Government shall require written perni ission of the Contractor or other author(s) thereo F. 9. 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 Contract. The above described materials shall not he used by Contractor or by any other person or entity except upon the written pennisSion of the Government. 10. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the Government to persons. finns. 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 hut not Limited to unemployment insurance, gross receipt. excise, and social security taxes for Contractor, its servants, agents or independent contractors. 11. ASSIONMENT The Contractor shall not subcontract or assign any part of the services under this C’ontract without the prior written consent of’ the Government. 12. 1NDEMLFICATLON Contractor shall defend. indemnify and hold harmless (including reasonable attorney’s fees and court costs) V11IFA. Government. its officers. directors. trustees. employees, representatives and agents from and against an and all claims, actions. suits. charges and judgments whatsoever that arise out of(’ontractor’s performance or nonperformance of the services under this Contract. This (‘lause shall survi•e termination or expiration of this C’ontract. Contractor further acknowledges and agrees that neither the Territorial nor federal government ma enter into an indeninillcation Contract which creates or authorizes an obligation tinder any RFF’ No. 032-i-2O2Qtf)_ - Contractor’s Inäials: Contract No. P026DOTT21 41’ OPCMR appropriation or hind in excess of the amount authorized by the tI.inding authority for this Contract: nor shall any officer or employee involve the government in any contract or obligation for the payment of’ money fbr any purpose. in advance of appropriations made for such purpose. unless such contract or obligation is authorized by law.. Sec VI. CODE ANN. tit. 33 3101 (Expenditures or contracts in excess of appropriations): see also 31 U.S.C. § 1341 (federal AntiDeficiency Act). 13. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor, and nothing herein contained shall he construed to be inconsistent vith this relationship or status. Contractor acknowledges and understands that as an Independent Contractor, neither it nor any of its pcronnel. agents. or subcontractors shall he treated as an employee of Government for purposes of employment taxes, federal and state income tax withholding, social security taxes. city and county taxes. employee benefit provisions. workers’ compensation and state and federal unemployment compensation. Contractor acknowledges and understands that it shall be solely responsible for pa men of federal. state and local taxes (including hut not limited to gross receipts tax (GRT)) and that Government assumes no responsibility for the payment ol’ taxes on behalf of Contractor or its personnel arid that Government will not withhold such taxes on their behalf. In the event that any members of’ the Contractor’s project team are not available to work on the Project for any reason. Contractor reserves the right to substitute alternative staff of equivalent grade in order to ensure timely completion of the Project. i’hc Parties further acknowledge and agree that Vll-IFA shall he exempt from payment of all Unemployment Compensation. FICA. retirement, life and/or medical insurance and Workers’ Compensation Insurance with respect to this Contract. Contractor shall be solely responsible for payment to all subcontractor tiers retained under this Contract and. provided timely payment is received from Government. agrees to pay all subcontractors under the same invoicing terms applicable to the Parties as set forth in Addendum II and III as follows: Subcontractor(s) shall be required 10 invoice Contractor monthly (within five (5) business days of the close of the month) for the work completed through the end of the hilling period based on agreed upon hourly rates and fees. After leview of the invoice within five (5) business days of submission to (‘outtactor. each approved invoice shall be paid within 10 days of the approval date. 14. TAXES Contractor is responsible for pavment of all applicable federal and local Territorial taxes. including an taxes of any out-of-state employees who are currently assigned to this project and are working within the Territory. (a) GROSS RECEIPT TAXES: Title 33 V.l.C, Ch.3. §44. as amended’, requires VIIIFA. when making a payment under this Contract, to deduct and withhold from such payments. gross receipts taxes as required by law at 33 VIC Section 43(a) for each payment for Work peribrinec] in the Virgin -4- REP No. 032-1-2020 (P) Contractor’s Initials: (‘ontract No. P026DOTT21 OPCMR Islands. Ills agreed between the Parties that for the purposes of’ complying with Title 33. Ch. 3. Section 44 of the Virgin Islands Code. VIHFA shall withhold and forward to the Virgin Islands Bureau of lnternnl Revenue (‘ViBIR) such amount as required by the law at 33 \‘IC Section 43(a) or an’ amendments thereto. (h) The Contractor agrees that the calculation arid payment of gross receipts taxes shall be its sole responsibility. VIlIFA shall not be responsible in any way for any miscalculation, or additional assessments b the VIE3IR resulting From Work performed under this Contract. In the unlikely event an\ overpayment or underpayment is made to tile VIBIR. the Contractor shall resolve such matter with V IBI R and in form VI H FA of tile resolution (hereof. 15. AFFIRMATIVE ACTION ILAN Contractor shall develop and implement an Affirmative Action Plan in compliance with Executive Order I 246 of September 24. 1965. as arnended.2 CDBG-1)R and federal regulations for implementing tile project. which is a series of forms and statements showing specific steps taken by Contractor to promote Equal Employment Opportunity and the utilization of’ area residents and businesses in tile implementation of this Contract. The Affirmative Action Plan must be submitted to (iovernment and VIHFA. 16. FALSE CLAIMS Contractor warrants that it shall not. with respect to this Contract make or present any claim upon or against Government. or aiy’ officer. department, board, commission. or other agency thereof. knowing such claim to be f’alse. fictitious, or fraudulent. Contractor acknowledges that making such a lake, fictitious, or fraudulent claim is an offense nnder U.S. \‘irgin Islands law. 4 V .l.C. 843. Contractor acknowledges that its 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 ackno ledges that making such false, fictitious, or fraudulent claim is a t’ederal offense. 17. GOVERNING LAW This Contract shall he governed by the laws ofthc United States Virgin Islands and urisdiction shall remain ill (he United States Virtin Islands. IS. SEVERABILITY if any provision(s) of this Contract shall he held to be invalid. illegal. unenforceable or in conflict with the law of the United States Virgin Islands, it shall be regarded as stricken and the validity. 1egaIit’ and enforceability of the remaining provisions shall not ill any way be affected or impaired. .5. - RFP No. 32.1-2O2Ojj) Contractor’s Initiats: (‘ontract No. P026DOTT21 OPC MR 19. WAiVERS AND AMENDMENTS No \aiver. modification or amendment of an’ 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 dLtlv authorized representatives, and specifying with particularity the nature and extent of such waiver. modification or amendment. Any such aiver. modification or amendment in any instance or instances shall in no eent be construed to be a general waiver. modification or amendment of an of the terms. conditions or provisions of this Contract, hut the same shall he strictly limited and restricted to the extent and occasion specified in such signed writing or v ritings. 20. ENTIRE CONTRACT This Contract constiluies the entire Contract of the parties relating to the subject matter addressed in this Contract. This Contract supersedes all prior communications. contracts, or Contracts between the parties with respect to the suhect matter addressed in this Contract, whether written or oraL 21. FORCE MAJEURE The Parties’ performance under this Contract shall he excused so long as the tbrce majeure event prevents the performance of any obligation hereunder when such delay is occasioned by events or occurrences beyond their control. includin but not limited to. acts of God, war or threat of war, government retaliation against foreign or domestic enemies, terrorism, governmental regulation. civil disorder, adverse governmental actions or conditions. epidemic. pandemic. recognized health threats as determined by the Centers fbr Disease C’ontrol and Prevention (CDC) or local health agency. disaster. tire, strikes either teal or threatened curtailment of transportation fhcilities. or other similar cause beyond the control of the Parties (co ectively. “Force Majeure”), making it from an economic. political. personal safety’, or policy basis, illegal. inadvisable, or objectively impossible or commercially uni’easonahlc to tIiltill the terms of this Contract. ‘Ibis Contract may be terminated. and/or specific nonperformance or under—peribrinanee may he excused, without penalty or payment. except for those Services already provIded, lot’ any one or more of such reasons by written notice from the other Party. 22. PENALTY The Contractor shall pay to VIHFA, as a penalty, up to $250.00 for each calendar day thai a deliverable is late until deemed in compliance, subject to a maximum penalty of $1,000.00 per occurrence. Penalty damages may he assessed at the reasonable discretion of’VIIIFA. For the purpose ot’ calculating such penalt damages. a grace period of ten (10) days shall he observed and the contracts schedule shall be extended by any additional time or delays outside the control of the Contractor caused by’ an act of commission, omission or delay of VIHFA. VIHFA may deduct and retain out of the monies, which may become due hereunder the amount of any such liquidated damages. arid in case the amount which may become due hereunder shall he less than the amount of the liquidated damages due to VIHFA. the Contractor shall he liable to pay the difference. REP No. 032-T-2020 iP) Contractor’s IniIiaIs: (‘ontract No, P026DOTT21 0 PC MR 23. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof, Government viIl have the right to \vithhod out of an’ 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 satisR such claims. Government will immediately notify the Contractor in riting in the event that it elects to exercise its right to withhold. No such v ithholding or application shall be macic b Government if and while Contractor gives satisfactory assurance to Government that such claims will he paid by Contractor or its insurance carrier, if applicable in the event that such contest is not successful. 24. CONDITION PRECEDENT This Contract shall he subject to the availability and appropriation of funds and to the approval of the Governor of the United States Virgin Islands. 25. TERMINATION Either party will have the rIght to terminate this Contract with or without cause on thirty (30) days written notice to the other par1 specifying the date of termination. 26. PARTIAL TERMINATION 11w performance of’ ‘ork under this Contract may be terminated by the Government. in pail. whenever the Government shall deem such termination advisable by providing thirty (30) days written notice to the Contractor. This partial termination shall he effected by delivering to the Contractor a Notice of Partial -l ermination specifying the extent to which the term and/or duties under this Contract are terminated and the date upon which such termination becomes eftictive. The Contractor shall be entitled to receive payment for services provided to the date of termination. including payment for the period of the thirty (30) day notice. 27. 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. 28. 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 he pert’omwd under this Contract. (h) Contractor further covenants that it is: RE!’ No. 032-T-202() (P) Contractor’s lnitials: Contract No. P026DOTT21 OPC MR (I) not a territorial olTicer or employee (i.e.. the Governor. Lieutenant Governor. member of the Legislature. or an other elected territorial official; or an officer or employee ol’the legislative, executive or judicial hrnch of’ the Government or any agency. board. commiSSion or independent instrumentality of the Government. hether 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: and (iii) no financial interest in the Contract as that term is defined in sectioi 1101(1) of said Code chapter. 29. NOTICE Am 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 Commissioner Department of Property and Procurement 8201 Sub Base. Suite 4 St. Thomas. VI 00802 .Joseph B. Boschiilte Commissioner Department of Tourism 2318 Kronprindsens Gade St. Thomas. VI 00802 CONTRACTOR 1)avid Burgess President Miles Partnership. LLLP 6751 Professional Pkvy W Ste 200 Sarasota. FL 34240.-8450 30. EFFFCTVF. 1ATF. The effective date of this Contract shall he the day of execution of the Contract by the Governor of the United States Virgin Islands. -8- RFP No. -I—p2fljf, (‘ontractor’s Initials: (on1ract i4o. P026DOTT21 OPC MR 31. 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 (he Virgin Islands Code: and (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 32. OTHEI PROVISIONS Addenda I, II. Ill and IV attached hereto are a part of this Contract and are incorporated herein by retèrence. 33. DEBARMENT CERTIFICATION Dy 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 Contrnctor 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 ftinds. the Contractor or subcontractor agrees that it shaH not be entitled to payment for any work perlhrrned under this conti-act or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands lbr any progress payments heretofore rnad. 34. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds. Contractor varrants 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. helitious, or fraudulent claim is a federal offence. 35. INSURANCE Contractor shall maintain the flllowing insurance coverages during the term of this Contract a COMMERCIAl. GENERAl. LIARILITY: Commercial general liability insurance, in a Ihrm acceptable to the Government, on a “per occurrence basis with a minimum limit of not less than one million dollars çSl ,JOO.OOO.OO) for any one person per occurrence for death or personal injury and one million dollars ($1 ,000.000.OO) for any one occurrence for property damage. Insurance policv(ies) shall name the (loverninent of the Virgin Islands as the certificate holder and additional insured via an endorsement. -9-- RFP No. 032-1-202() (P)_ (‘ontractor’s !nitias (‘ontract No. P026DOTT21 OPCM R h) PROFESSIONAL LIAFIILITY: Professional liability msurance. in a form acceptable to the Governmeni. which covers the services being performed under this Contract. with policy limits of not less than one million dollars ($ 1.000.000.00) per claim. The Government shall he llsted thereon as a cectifcate holder. C) WORKERS COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of co’erage. RFP \. O32-T-2O2O(P Contract No. — 11) — (‘ontractors Iiinials: P026DOTT21 P026DOTT21