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OPCMR EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS DEPARTMENT OF PROPERTY & PROCUREMENT CONTRACT NO.: P090DOLT21 DATED: June 21, 2021 EXERCISE OF RENEWAL OPTION Contractor Description of Scope of Work/Services ICF Incorporated, LLC. 9300 Lee Highway Fairfax, VA 22031 To manage the Community Development Block Grant – Disaster Recovery funded project for the Virgin Islands Pursuant to the renewal option provision of Contract No. P090DOLT21, executed by the Governor of the U.S. Virgin Islands June 21, 2021, as amended by Contract No. P176DOLT22, executed September 28, 2022 and subject to the appropriation and allotment of necessary funds, notice is hereby given that the Government of the U.S. Virgin Islands, Department of Labor exercises its option to renew and does hereby renew the aforementioned Contract for the period June 21, 2023 to June 20, 2024, as a no-cost extension to complete work. All the terms, covenants, and conditions of the contract affected shall continue in full force and effect. A facsimile, electronic or digital signature on this form shall be deemed an original and binding on the Parties hereto. Please acknowledge receipt and acceptance hereby signing and returning the original to: The Department of Property and Procurement 8201 Subbase, Suite #4 St. Thomas, VI 00802 _________________________________________________________________________________ ACKNOWLEDGMENT & ACCEPTANCE: GOVERNMENT OF THE VIRGIN ISLANDS _________________________ _________________________ Bernard Molepske Sr. Contracts Administrator Gary Molloy Commissioner ICF Incorporated, LLC. Department of Labor Date: _____________ Date: _____________ ____________________________________ Date: _____________ Lisa Alejandro, Acting Commissioner Department of Property & Procurement 02/22/2023 02/22/2023 2/28/2023 Contractor Initial RFP-005-T-2021 Contract No. CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this day of , 20 , 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 Labor (hereinafter referred to as "Government" or "VIDOL") and ICF Incorporated, L.L.C. (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to manage the Community Development Block Grant – Disaster Recovery funded project for the Virgin Islands Department of Labor Workforce Development Program Project Management Services, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Government solicited the services under RFP No.005-T-2021(P), Management Services for the Department of Labor Workforce Development Program in the U.S, Virgin Islands; and WHEREAS, 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 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 Services) attached hereto and made a part of this contract in accordance with Addendum III (the Contractor’s Technical Approach). 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon the date of execution of this Contract by the Governor of the U.S. Virgin Islands and shall terminate two (2) years thereafter. The Government in its sole discretion, shall have the option to renew this Contract 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 of the Government’s election to renew. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Nine Million Ten Thousand and Eighty-Five Dollars and Seventy-Six Cents ($9,010,085.76) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 21st June 21 P090DOLT21 Contractor Initial RFP-005-T-2021 Contract No. 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 $ NA 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 with the exception of Contractor’s proprietary information and shall be turned over to the Government at the termination of this Contract. The above- d e s c r i b e d 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 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 the prior written consent of the Government. P090DOLT21 Contractor Initial RFP-005-T-2021 Contract No. 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 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 negligent performance of the services by Contractor under this Contract and arising from any cause, except the sole negligence of Government. In no event shall either party, nor any of its representatives, be liable to the other party, for any indirect, punitive, special or consequential damages of any nature whatsoever suffered by the other party as a result of performance or nonperformance hereunder. 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 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 P090DOLT21 Contractor Initial RFP-005-T-2021 Contract No. 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 Governor. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on one hundred and eighty (180) days written notice to the other party specifying the date of termination. 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 by providing ninety (90) days written notice to the Contractor. 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 ninety (90) 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 P090DOLT21 Contractor Initial RFP-005-T-2021 Contract No. 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; and (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 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Gary Molloy, Commissioner Department of Labor 4401 Sion Farm, Suite 1 Christiansted, VI 00820 CONTRACTOR Bernard Molepske Sr. Contracts Administrator ICF Incorporated, L.L.C. 9300 Lee Highway Fairfax, VA 22031 22. LICENSURE The Contractor covenants that it has: P090DOLT21 Contractor Initial RFP-005-T-2021 Contract No. (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. 23. OTHER PROVISIONS Addenda I, II, III and Appendix A 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 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. WARRANTY OF NON-SOLICITATION The Contractor expressly warrants that he has employed no person to solicit or obtain this contract on his behalf, or to cause or procure the same to be obtained upon compensation in any way, contingent, in whole or in part, upon such procurement, and that he has not paid, or promised or agreed to pay to any person, in consideration of such procurement, or in compensation for services in connection therewith, any brokerage, commission, or percentage upon the amount receivable by him hereunder; and that he has not, in estimating the contract price demanded by him included any sum by reason of such brokerage, commission or percentage; and that all monies payable to P090DOLT21 Contractor Initial RFP-005-T-2021 Contract No. him hereunder are free from obligation to any other person for services rendered, or supposed to have been rendered, in the procurement of this contract. Breach of the warranty shall give the Government the right to terminate this Contract, or in its discretion, to deduct from the contract price or consideration the amount of such commission, percentage, brokerage or contingent fees. 28. 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, 1egality and enforceability of the remaining provisions shall not in any way be affected or impaired. 29. FORCE MAJEURE The Parties’ performance under this Contract shall be excused so long as the force majeure event prevents the performance of any obligation hereunder when such delay is occasioned by events or occurrences beyond their control, includingbut 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 of Disease Control and Prevention (CDC) or local health agency, Disaster, strikes either real or threatened curtailment of transportation facilities, or other similar cause beyond the control of the Parties (collectively. “Force Majeure”), making it from an economic, political, personal safety, or policy basis, illegal, inadvisable, objectively impossible or commercially unreasonable to fulfill the terms of this Contract. This Contract may be terminated and/or specific nonperformance or under performance may be excused, without penalty or payment except for those Services already provided, that any one or more of such reasons by written notice from the other Party. 30. PENALTY The Contractor shall pay to VIDOL, as a penalty, up to $50.00 for each business day that a deliverable is late until deemed in compliance, subject to a maximum penalty of $400.00, per deliverable. Penalty damages may be assessed at the reasonable discretion of VIDOL. For the purpose of calculating such penalty damages. a grace period of ten (10) days shall be 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 VIDOL. VIDOL may deduct and retain out of the monies, which may become due hereunder the amount of any such liquidated damages. and in case the amount which may become due hereunder shall be less than the amount of the liquidated damages due to VIDOL the Contractor shall be liable to pay the difference. 31. CONFIDENTIAL INFORMATION It is understood and agreed that Contractor. including but not limited to its employees, agents and assignee, shall maintain as confidential all information that Government may disclose to Contractor. P090DOLT21 Contractor Initial RFP-005-T-2021 Contract No. 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 from the other party without a limitation or obligation of confidentiality under another Contract: II. independently developed by the disclosing party without use of the other party’s protected information or data. III. In the public domain at the time of disclosure through no fault of the disclosing party IV. received from a third party with a legal or contractual right to disclose such information or data. 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’ prior written notice to the other party of its intention to disclose such information. 32. 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 one million dollars ($1,000,000.00) per claim. The Government shall be listed thereon as a certificate holder. c. WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government. P090DOLT21 Contractor Initial RFP-005-T-2021 Contract No. 33. TAXES: Contractor is responsible for payment of all applicable federal and local Territorial taxes, including any 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.I.C. Ch.3, §44, as amended[1], requires Virgin Islands Housing Finance Authority (VIHFA), 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 performed in the Virgin Islands. It is 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 Internal Revenue (“VIBIR”) such amount as required by the law at 33 VIC Section 43(a) or any amendments thereto. (b) The Contractor agrees that the calculation and payment of gross receipts taxes shall be its sole responsibility. The Authority shall not be responsible in any way for any miscalculation, or additional assessments by the VIBIR resulting from Work performed under this Contract. In the unlikely event any overpayment or underpayment is made to the VIBIR, the Contractor shall resolve such matter with VIBIR and inform the Authority of the resolution thereof. 34. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. [1] (a) The Government of the Virgin Islands, including its instrumentalities, agencies and public corporations, when making a payment as defined under subsection (b) of this section, to any person, partnership, firm, corporation, or other business association that is subject to the payment of gross receipts tax under the provisions of this title, shall deduct and withhold from such payment gross receipts tax equal to four percent of such payment. Such tax shall be paid to the Virgin Islands Bureau of Internal Revenue within ten days of the last day of the calendar month during which such tax was withheld on forms to be provided by the Virgin Islands Bureau of Internal Revenue. (b) For purposes of withholding under this section, “payment” is defined as the following: (1) any single payment of at least $30,000; and (2) any payment pursuant to a contract providing for a total expenditure of $225,000 or more. P090DOLT21 P090DOLT21 Contractor Initial RFP-005-T-2021 Contract No. APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY: Date PURCHASE ORDER NO. 6/7/2021 Assistant Attorney General P090DOLT21