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OPCMR AMENDMENT No. 1 OF PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT made as of the ______ day of , 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 Education (hereinafter referred to as “Government”) of 1834 Kongens Gade St Thomas, U.S. Virgin Islands 00802 and Bondurant Enterprises Inc. dba Bondurant Enterprises whose address is 621 Admiral Drive Suite 408 Annapolis, MD 21401 (hereinafter referred to as “Contractor”). Both parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESSETH WHEREAS, pursuant to Contract No. P053D0ET22 approved by the Commissioner of Property and Procurement on February 7, 2022 (which constitute and are hereinafter referred to as the “Contract”), the Government contracted with Contractor to conduct a physical inventory of federally funded assets that were purchased at a cost of Five Hundred Dollars ($500.00) or more that are housed at its schools and activity centers located in both the St. Croix and St. Thomas! St. John School D istricts(”Project”); and WHEREAS, the Contract expires pursuant to its terms on February 6, 2023; and WHEREAS, as a result of the Covid- 19 Pandemic, public schools and activity centers were closed for in-person learning during Fall 2021 and delayed the anticipated commencement date of the Project; and WHEREAS, that Contractor incurred additional travel related expenses due to the delay ofthe Project’s commencement period in Spring 2022; and WHEREAS, the parties desire to amend the Contract increasing the compensation by Twenty- Five Thousand Dollars and Zero Cents ($25,000.00); and WHEREAS, the amendment of the Contract pursuant to this Amendment of Professional Services Contract shall not result in any change to the scope of work provided for under the Contract; and NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Contract No. Amends P053D0ET22 Initials; _______ 24th March P073DOET22 OPCMR TERMS AND CONDITIONS 1. Paragraph No. 3 — Compensation is hereby amended to increase the compensation by Twenty-Five Thousand Dollars and Zero Cents ($25,000.00) for a total amount not to exceed Two Hundred Forty-Six Thousand Four Hundred Eight Dollars and Zero Cents ($246,408.00) by deleting all of the existing language contained therein and replacing it with new language as follows: “The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services) agrees to pay Contractor the sum not to exceed Two Hundred Forty-Six Thousand Four Hundred Eight Dollars and Zero Cents ($246,408.00) in accordance with the provisions set forth in Amended Addendum II (Compensation) attached hereto and made a part of this Contract.” 2. Paragraph No. 4 — Travel is hereby amended to increase expenses by Twenty-Five Thousand Dollars and Zero Cents ($25,000.00) for a total amount not to exceed Seventy- Five Thousand, Four Hundred Dollars and Zero Cents ($75,400.00) by deleting all of the existing language contained therein and replacing it with new language as follows: “Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay reimbursement for 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. The maximum amount to be paid to the Contract for authorized expenses shall not exceed Seventy-Five Thousand Four Hundred Dollars and Zero Cents ($75,400.00). To receive reimbursement, the Contractor must provide a detailed breakdown of authorized travel expenses and attach all applicable itemized receipts.” 3. Addendum II ofthe Contract is revised by deleting all terms contained therein and inserting in lieu thereofall ofthe terms contained in the new Addendum II attached hereto as Exhibit 4. This Amendment is subject to the approval of the Commissioner of the Department of Property and Procurement and to the appropriation and availability of funds. 5. Except as expressly amended in this Amendment, all terms of the Contract remain in full force and effect. 2 Initials: ______ Contract No. Amends P053D0ET22 P073DOET22 OPCMR IN WiTNESS WHEREOF, the Parties have hereunto set their hands on the day and year first above written. WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS issioner 1Racquel Be/ry Benja Department of Education 03/10/2022 Date Anthony D. Thomas, Commissioner Department of Property & Procurement Date CONTRACTOR Bondurant Enterprises, Inc. dba Bondurant Enterprises 7lAa4I Micheal Moss Vice President 3/7/2022 Date APPROVED AS TO LEGAL SUFFIC,J4CY DEPARTMENT OF JUSTICE BY: 3/24/2022 Attorney eneral PURCHASE ORDER NO. 3 Initials: ________ Contract No. Amends P053D0ET22 3/24/2022 P073DOET22 Original Contract OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 7th day of February , 2022, 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 EDUCATION (hereinafter referred to as “Government” or “Department”) of 1834 Kongens Gade, St. Thomas, U.S. Virgin Islands 00802 and, and Bondurant Enterprises Inc. dba Bondurant Enterprises (hereinafter referred to as “Contractor”) of 621 Admiral Drive, Suite 408 Annapolis, MD 21401 WITNESSETH: WHEREAS, as part of the special conditions of the Federal Grant awards, the Department of Education (“Department” or “VIDE”). is required to comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards codified at 2 Code of Federal Regulations (CFR) Section 200.3 13(a) and (c)-(e) to conduct a physical inventory count of its assets over $500.00 purchased with Federal dollars at least every two (2) years; and WHEREAS, the Government seeks to ensure that all property procured with federal grant funding are managed, inventoried, maintained, stored, and reconciled in accordance with the requirements of 2 CFR Section 200.3 13(d); and WHEREAS, the Government is in need of an experienced and qualified contractor to conduct a physical inventory count in its school districts of its assets valued at Five Hundred Dollars ($500.00) or more purchased with federal dollars; and WHEREAS, pursuant to 31 VIC 236 the Government solicited the services under RFP No. 028-1-202 1 (P); 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. 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement and shall terminate one (1) year thereafter. RFP-028-T-2021(P) — I — Contractor’s Initials ______ Contract No. P053D0ET22 OPCMR 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay the Contractor the sum not to exceed TVO HUNDRED TWENTY-ONE THOUSAND, FOUR HUNDRED EIGHT DOLLARS AND ZERO CENTS ($221,408.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract. 4. TRAVEL EXPENSES Inclusive in the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay reimbursement for 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. The maximum amount to be paid to the Contractor for authorized expenses shall not exceed FIFTY THOUSAND, FOUR HUNDRED DOLLARS AND ZERO CENTS ($50,400.00). To receive reimbursement, the contractor must provide a detailed breakdown of authorized travel expenses and attach all applicable itemized receipts. 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 and shall be turned over to the Government 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, 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 prior consent of the Government. RFP-028-T-2021(P) —2— _____ Contract No. P053D0ET22 Contractor’s Initials MM q. \% OPCMR 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless the 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 the Government may incur, sustain or be subjected 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 the 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. GOVERiNING 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 particularly 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 Contract constitutes the entire agreement between the parties relating to the subject matter addressed in the 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, the Government will have the right to withhold out of any payment due to Contractor, such sums as the Government may deem ample to protect it against lost or to assure payment of claims arising therefrom, and, at its option, the Government may apply such sums in such manner as Government may deem proper to secure itself or to satisfy such claims. 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 the Government if and while Contractor gives satisfactory assurance to the Government that such claims will be paid by Contractor or its insurance carrier, if applicable in the event that such contests is not successful. RFP-028-T-2021(P) 3 — Contractor’s Initials MM Contract No. P053D0ET22 OPCMR 16. CONDITION PRECEDENT This Contract is subject to the availability of funds appropriated for such purpose and to the approval of the Commissioner of Property and Procurement. 17. TERMINATION Either party shall 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. 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 of termination, including payment for the period of the thirty (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 telTitorial official; or an officer or employee of the legislative, executive or judicial branch of the District or any agency, board. commission or independent instrumentality of the District. 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, 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 this Contract as that term is defined in Section 1101(1) of said Code chapter. 21. NOTICE Any notice required to be given, by the Tenns 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: RFP-028-T-2021(P) —4— Contractor’s Initials MM Contract No. P053D0ET22 OPCMR GOVERNMENT Anthony D. Thomas. Commissioner Department Of Property and Procurement Sub Base, Building #1, Third Floor St. Thomas, Virgin Islands 00802 Racquel Beiiy-Benjamin, Commissioner DEPARTMENT OF EDUCATION 1834 Kongens Gade St. Thomas, Virgin Islands 00802-6746 CONTRACTOR Michael Moss Vice-President Bondurant Enterprises Inc. dba Bondurant Enterprises 621 Admiral Drive, Suite 408 Annapolis, MD 21401 22. 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. 23. OTHER PROVISIONS Addenda I, II and III 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. RFP-028-T-2021(P) —5 — Contractor’s Initials MM Contract No. P053D0ET22 OPCMR 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 claim to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fiaudulent claim is an offense 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 offense. 27. 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 three hundred thousand dollars ($300,000.00) for any one person per occurrence for death or personal injury and three hundred thousand dollars ($300,000.00) 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 fonn 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 Insurance Fund or other forms of coverage. 28. FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. 29. BILLING PROCEDURES and PAYMENT The Government will pay Contractor upon receipt of properly completed invoices that shall describe and document to the Government’s satisfaction, and shall contain information, including but not limited to, the period of services covered by the invoice, description of the services performed, and the amount of fees in accordance with the compensation schedule in ADDENDUM II attached hereto and made a part of this Contract. Each invoice must be accompanied by applicable supporting documents, to include and not limited to VIDE weekly reporting of completed/inventoried equipment, Final Physical Inventory Counts Report, labor breakout of the RFP-028-T-2021(P) —6 Contractor’s Initials MM Contract No. P053D0ET22 ‘f * - OPCMR project manager; field supervisor; inventory specialist and data specialist, all travel costs expenses: air and ground transportation, meals and hotel accommodations and shall be submitted to Mrs. Diana King-Petersen, the Fixed Asset Manager at diana.king@vide.vi for approval. Payment shall be considered timely if made by the Government within forty-five (45) days after receipt of properly completed invoices, and verification that the services invoiced were provided in accordance with the Contract and all applicable federal and local laws and regulations, including all applicable policies, rules and procedures pertaining to this Contract or the services provided hereunder. Payment shall be sent to the address designated by the Contractor. The Government may, at its sole discretion, withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by the Government. Invoices may be submitted within ten (10) days following the completion of each Task. Non-compliance with this condition will subject Contractor to applicable federal and local penalties including those provided in Paragraphs 15: RIGHT TO WITHHOLD, 17: TERMINATION, 18: PARTIAL TERMINATION, 25: FALSE CLAIMS and 26: NOTICE OF FEDERAL FUNDING 30. FORCE MAJEURE Neither Party shall be liable to the other for any delays or failure to perform under this Contract, as a result of conditions reasonably beyond the Party’s control including but not limited to war, terrorist acts, riot, strikes, fire, earthquakes, hurricanes, floods, or any act of God. 31. DEFAULT AND FAILURE TO PERFORM In the event of any failure or refusal of the Contractor to perform its obligations under this Contract, except as defined in Paragraph 30, all costs, charges, and expenses that the Department suffers shall be a part of the damages to be paid by the Contractor to the Department. as a result of such failure or refusal to perform 32. SEVERABILITY If any of the provisions of this contract are determined to be invalid, such invalidity shall not affect or impair the validity of the other provisions, which shall be considered severable and shall remain in full force and effect. jTHIS AREA IS INTENTIONALLY LEFT BLANK] —7— RFP-028-T-202 1(P) Contract No. P053D0ET22 Contractor’s Initials MM IN WITNESS WHEREOF, the parties intending to be legally bound have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS 12/10/2021 Date b. 62/7I2022 AnthonØ. Thomas Date Comrniss ioner DEPARTMENT OF PROPERTY AND PROCUREMENT CONTRACTOR Bondurant Enterprises, Inc. dba Bondurant Enterprises 12/7/2021 Date APPROVED FOR LEGAL SUFFICIENCY DEPARTMENT OF J STICE: istant Attomey General RFP-028-T-202 1(P) Contract No. P053D0ET22 —8-- Contractor’s Initials MM OPCMR -4mA Racquel Berry-Benjamin Commissioner DEPARTMENT OF EDUCATION Michael Moss Vice President 2/7/2022 Date Purchase Order No.