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© ® OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT ie made this 16th day o¢ December 2919 in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behslf of the Virgin Islands Bureau of Corrections (hereinafter refered to as "Government") and CoreCivic of Tennessee, LLC (hereinafter referred to as “Contractor") and with Citrus County Florida, by and through its Board of Commissioners (hereinafter referred to as “County”) as owner of the Citrus County Detestion Facility in Lecanto, Florida (hereinafter Teferred to as “Facility”). WITNESSETH: WHEREAS, tho Government is in need of the services of a Contractor, which duties and responsibilitics are more particularly described in Addendum | (Scope of Services) sttached hereto; end WHEREAS, the Contractor was selected in ecoordance with 31 V.LC. §§ 239(a)(4), and performed services under Contract Nos. PC097BOC15 and PO0IBOCT20; end WHEREAS, Contract No. POOIBOCT20 expired pursuant to its terms on December 15, 2019, and the parties desire to continue their contractual relationship; and WHEREAS, the Contractor represents that it is willing and capable providing euch services; and WHEREAS, the County is the owner of the Citrus County Detention Facility located in Lecanto, Florida and the Contractor operates the Citrus County Detention Facility; end WHEREAS, the County approves of this Contract for the Government to house U.S. Virgin Istands inmates at the Citrus County Detention Facility in Lecanto, Plorida with services to be provided by the Contractor; and NOW, THEREFORE, in consideration of the compensation and mutual covenants hercin contained, snd intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: Contacto. PO10BOCT21 Coutrector's tnitate: | S © 1, SERVICES The Contractor shall take custody of and house Virgin Islands inmates at the Citrus County facility, based on the Contractor's determination that space is available, end provide the services described in Addendum | (Scope of Services), atteched hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE The teem of this Contract shall be from December 16, 2019, to December 15, 2021. Upon the date of exeoution of this Contract by the Governor of the U. S. Virgin Islands, this Contract shall become effective for the Term set out herein. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to psy Contractor a sum not to exceed NINE MILLION BIGHT HUNDRED FIFTY-FIVE THOUSAND AND 0W100 DOLLARS ($9,855,000.00) during the term of the contract, for an amount not in excess of FOUR MILLION NINE HUNDRED TWENTY-SEVEN THOUSAND, FIVE HUNDRED AND 00/100 DOLLARS ($4,927,500.00), per annum, in accordance with the provisions set forth in Addendum 11 (Compensstion) attached hereto and made a part of this contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other tavel expenses, while in travel status, for trips which have been authorized in writing, in adivance, by the Government. These costs shall be advanced or reimbursed on the samo basis as is applicable to non-contract employees of the Government, or as agreed to by sn addendum to this Contreci, however, said costs and expenses shall not exceed _N/A__ ($ N/A). S$ RECORDS The Contractor, when applicable, will present documented precise records of time and/ar money expended under this Contract. 2 Coatrast No. _PO10BOCT21 — Contractor's Inkiate: mt & OPCMR 6. PROFESSIONAL STANDARDS The Contractor agrees to follow American Correctional Association (“ACA”) standards in performing the services described in Addendum I. 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials, programs, printouts and memorands of every description derived therefrom and pertaining to thie Contract shall become the property of the Govermment and ehall be tumed 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. Notwithstanding the foregoing, the Government will not have any rights to inspect or copy the Contractor's non-public financial records or proprietary 6 LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the Government to persons, firms, sssocistions, or corporations engaged by Contractor as servants, agents, independent contractors, or in any other capacity whatsoever, or make Government Liable to such persons, firms, sssociations, or corporations for the acts, omissions, responsibilitics, obligetions and taxes of Contrector 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 Contract shall not subcontract or assign any past of the services under this Contract without the prior written consent of the Government, whose consent will not be unreasonably withheld. 10. INDEMNIFICATION Contractor agrees to indenmify, defend and bold harmless Government from and against any and all loss, damage, liabitity, claims, demands, detriments, costs, charges snd expenses (including attorney's foes) and causes of ection of whatsocver character which Government may incur, sustain or be subjected to, arising out of or in any way coanected to the services to be by Contractor under this Contract end arising from any cause, except the sole negligence of 3 Cortretno, POTOBOCT21 Contrector’s Initivls: ON @ OPCMR The Governmant acknowledges that it will defend, at its own cost, any post-conviction actions, including without limitetion, appeals and writs of habeas corpus filed by any inmate the undertying judgment or conviction or the administration of the sentence imposed and all actions Giled by inmates or others challenging the decision or right of the Government to place U.S. Virgin Islands inmates with Contractor at the Citrus County Detention Facility or any of the facilities listed on Schedule A-1. 1}. INDEPENDENT CONTRACTOR The Contractor shal} perform this Contrect as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationsh{p 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 shell be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly suthorized 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 s genora! 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 ail prior communications, contracts, or agreements between the parties with respect to the subject matter eddressed in this egreement, whether written or om. 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof, the Government will have the right to withhold out of any peyment due to Contractor, such sums as Government may deem emple to protect it against loss or to assure payment of claims arising therefrom, and, a1 its option, the Government msy epply such sums in such manner as the Government may deem 4 ° “ PO10BOCT21 ot y/| OPCMR Proper to secure itself or to satisfy such claims, provided no psyment may be withheld until the Government has given the Contractor at Least 30 days written notice to cure the failure to perform. 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 mede by the Government if and while Contractor gives satisfactory essurance to Government that such claims will be peid by Contractor or its insurance carrier, if applicable in the event that euch contest is act successful. Should the Government fail to make timely payments (including any grace periods) under the terms of this Contract, the Contractor may issue a 60-day written notices of its intent to discontinue services unti] payment is received and to retum the inmates to the U.S. Virgin Islands at the additional expense of the Government. Should the Government continue to fail to make payment, all other remedies provided for herein may be appliod. 16. CONDITION PRECEDENT This Contract shall be subject to the availability and sppropriation of funds and to the epproval of the Governar. 17. TERMINATION Either party will have tho right to terminate this Contract with or without cause on 60 deys written notice to the other party specifying the date of termination. Termination shall be effected by delivering to the other party a Notice of Tennination specifying the extent to which the term and/or duties under this Contract are terminated and the date upon which the 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 60-day notice, 18. PARTIAL TERMINATION NOT APPLICABLE. 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. 5 4 Contret No, PO10BOCT21 Csiar'e't th & ® OPCMR 20. CONFLICT OF INTEREST (0) 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. (>) Contractor fiuther covenants that it is: (ft) note territorial officer or employee ({ic., the Governor, Lieutenant Governes, member of the Legisisture, or any other elected territorial official; or an officer or employee of the legislative, executive or judicial branch of the Government Of aby agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fee or contractual besis); 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 interes? 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 shal! be deemed to have been given when the ame is sent by email, facsimile, certified mail, postage prepaid or personally delivered, addressed ta the parties as follows: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas, Vi 00802 Email: anthony.thomas@dpp.vi.gov Telephone: 340-774-0828 Contreet No, PO10BOCT21 Contrcter's Wynnie Testamark Director Bureau of Corrections RR |, Box 9909 Kingshill, Vi 003850 Email: wtestamark@boc.vi.gov Telepbons: 340-773-6309 CONTRACTOR Cole Carter General Counsel CoreCivic of Tennessee, LLC 5501 Virginia Way Suite 110 Brentwood, TN 37027 Email: Cole.Carter@CoreCivic.com Telephone: 615-263-3000 COUNTY Brien Coleman Chainnan Citrus County Commissioners 110 North Apopka Avenue invemess, FL 34450 Email: Brian. Coleman@CitrusBOCC.com Telephone: 3$2-34}-6560 22. LICENSURE The Contractor covenants thet it has obtained all of the applicable licenses or permits, temporary or otherwise, a8 required by federal and siste law where the services are being perfonned, to perform under this Contract. 23, OTHER PROVISIONS Addenda I and Il, and Schedule A-1, attached hereto, are a part of this Contract and are incorporated herein by reference, 7 Coaract No, POTOBOCT21 Contractos’s initials: A OPCMR 24. DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that it is eligible to receive contract awards using federally eppropriated funds and that it has not been suspended or debarred from entering into contracts with any federal agency. The Contrector 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 swards using federal funds, the Contractos or subcontractor agrees thet it ebell not be entitled to payment for eny work performed under this contract or any subcontract and that the Contractors or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 28. FALSE CLAIMS Contractor warrants that it shell not, with respect ta 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, mowing such claims to be thise, fictitious or fraudulent. Contractor acknowledges that making such ¢ false, fictitious or fraudulent claim is an offence under Virgin Islands lnw. 26. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract may be funded, in whole or in past, by federal funds. Contractor warrants that it shall not, with respect to this Contract, make or prosent eny claim knowing such claim to be false, fictitious, or freudulent. Contractor acknowledges that making such a falso, fictitious, or fraudulent clsim is a federal offeace. 27. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract: (8) COMMERCIAL GENERAL LIABILITY: Commercial general liability ineureuce, in & form scceptable to the Government, on a “per occurrence” basis with a minimum limit of not less than five mullicn dollars ($5,000,000,00) for any ane person per occurrence for death or personal injury and five million dollars ($5,000,000.00) for any uc occurrence for property damage. Insurance policy(ies) shall name the Government of the Virgin Islands as the certificate holder and additional insured vis an endorsement. a Contract Wo, POTOBOCT21 canerrusalf S & OPCMR (0) PROFESSIONAL LIABILITY: Professional lisbility insurance, in a form acceptable to the Government, which covers the services being performed under this Contract, with policy limits of not Jess than five million dollars ($5,000,000.00) per claim. The Government shall be listed thereon as a certificate holder, (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage as required in the jurisdiction where services are provided. (4) MOTOR VEHICLE LIABILITY: Contractor shall provide coverage to include no-fault coverage with limits of liability not less than two million five hundred thousand dollers per occurrence. Coverage shall also include all non-owned vehicles and hired vehicles. 28. LIMITATION OF CONTRACTOR LIABILITY (a) Contractor's liability to the Government under or relating to this Contract shail be limited to actual damages and shall in no event exceed Four Million, Nine Hundred Tweaty-Seven Thousand, Five Hundred Dollars and 00/100 Cents ($4,927,500,00), per annum, and in no event shall Contractor be liable to the Government for any indirect, special, incidental, exemplary or consequential damages (including, without limitation, lost profits or good will) related to this Contract. (©) The limitation of Hisbility provided for in subsection (e) of this Section shall not apply in the event of gross negligence, reckless conduct, or willful misconduct on the part of the Contractor, its employees, agents or subcontractors, which event of gross negligence, reckless conduct, or willful misconduct shall include, but in no way be limited to cr by, the following: (1) Transmission of communicable diseases; (2) Sexual misconduct; (3) Acts performed while under the influence of alcobol, narcotics, hallucinogenic agents or which results from substance abuse; and (4) —_ Persona! injury caused by or incurred at the discretion of Contractor, its employees, agents or independent contractors, where Contractor, its employees, agents, or ee te onmactors, Knew or should have known that their netion, or inaction, would result ia 9 ConreaNo, PO1OBOCT21 cmon aly © @ OPCMR 29. PACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contrect shall be deemed on original and binding upon the Parties hereto. IN WITNESS WHEREOF, the partios have hereunto set their hands on the day and year figst above written. GOVERNM OP THE VIRGIN .¢- shale Bureau of Corrections Wpnnie Lhepkien 1.5 bane A an< Thomes, Commissioner Date 2 IME Department of Property and Procurement CORECIVIC OF TENNESSEE, LLC 06/00/2020 1 ayy v Natasha K. Metcalf tad, 4 om pe Vice President, Partner Contracts Counsel Date he CITRUS COUNTY. A Ln Yrslzer0 eat BkanT. Colerwe-, Date a rAatty f Coder rc PPROVE! L (Corporate seal, if Contractor is a corporation) 20D ae c y 10 Coateet Ne, P010BOCT21 — Contractor's initiats: & & APPROVED: Fad 4 Date: Ble GOVERNOR OF THE U.S. VIRGIN ISLANDS APPROVED AS TO LEGAL S DEPARTMENT OF JUSTICE BY? ee PELE Meprulleon 10/22/2020 PURCHASE ORDER NO: CRRTIEK (hereby oartify that this is s true and exact copy of Contract No. entered into between the Department of Property and Procurement and CoreCivic of Tennessee, LLC. Anthony D. Thomas, Commissioner Department of Property and Procurement i PO10BOCT21 Contact No. l/l