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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this day of 2020. 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 DEPARTMENT OF LABOR (hereinafter referred to as Government” or “VIDOL”) and the Center for Employment Security Education and Research, Inc. (CESER) (hereinafter referred to as “Contractor.”) WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to automate the claims process, modernize and enhance the programs functionality and efficiency using current methodologies to increase automation for Unemployment Insurance (“UI”) benefit processes as discussed in Addendum I. Scope of Services. WHEREAS. the Government executed Contract No. PO3IDOLCI9 on June I, 2019. Wherein the Contractor provided services as detailed in P031 DOLC 19 (Milestones 1-3) contract. However, on March 13, 2020 a Health Emergency was declared in the U.S. Virgin Islands-based on the COVID-l9 Pandemic. The Coronavirus effects caused more than seventeen thousand (17.000) applications to be filed with the Virgin Islands Department of Labor. To respond to the significant increase in applications, the work with the Contractor on Milestones 4- 6 was delayed. WHEREAS. the Contractor ‘as selected in accordance with 31 V.1.C. § 239(a)(8). WHEREAS, this project is part of the continued effort to modernize and enhance the programs functionality and efficiency using cunent methodologies to increase automation for UI benefit processes. WHEREAS VIDOL was designated a high-risk grantee on December 20. 2016. this project is subject to additional reqtnrenients and monitoring. All steps including, application, scope development, project deliverables, business requirements. design. and testing. and implementation will be subject to United States Department of Labor (“USDOL”) Employment and Training Administration’s (-ETA”) review and approval. 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 Services) attached hereto and made a part of this contract. 2. TERM The term of this Contract shall be from October 1, 2020 to February 28. 2021. Upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement. this Contract shall become effective for the Term set out herein The Government in its sole (Contract Number ) I Contractor’s Initials Sbs 1st October P043DOLT21 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 the sum of TWO HUNDRED AND NINETY-ONE THOUSAND. FIVE 1-IUNDREDDOLLARS AND ZERO CENTS ($291,500.00) in accordance xith the provisions set forth in Addendum II (Compensation) 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 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 thc Government. or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A (SN/A). 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 he turned over to it at the termination of this Contract. The above-described rnateria[s 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 and social security taxes for Contractor, its servants, agents or independent contractors. 2 Contracto?s jniti&s ____ (Contract Number P043DOLT21 9. ASSIGNMENT The Contractor shall not subcontract or assign any pail of the services under this Contract without the prior nitten consent of the Government. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless 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 Government may incur, sustain or be subjected to, arising out of or in any way connected to the negligent performance of services by Contractor under this Contract and arising from any cause. except the sole negligence of 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. 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 dtily authorized representatives, and speciing 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 he 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 tinder 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 (Contract Number ) 3 Contraclo?s Initials P043DOLT21 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 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 stick 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 Commissioner of Property and Procurement. 17. TERMINATION Either pailv will have the right to terminate this Contract with or without cause on sixty (60) days written notice to the other party specifying the date oftemination. 18. PARTIAL TERMINATION The performance of work under this Contract may he terminated by the Government. in part, whenever the Government shall deem such termination advisable by providing sixty (60) days written notice to the Contractor. This partial temination shall be effected by delivering to the Contractor a Notice of Partial Terirtination 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 painent for the period of the sixty (60) 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 perfonnance 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 conilict in any manner or degree with the performance of services required to be performed tinder this Contract. (h) Contractor further covenants that it is: (I) 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 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, (Contract Number ) 4 Contractor’s Initials sbs P043DOLT21 including the penalties provision set forth in section 1108 thereof; (ii) not made, negotiated or influenced this Contract, in its official capacity; (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 panics as follows: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Gaiy Molloy Commissioner Department of Labor 4KA Sion Farm. Suite I Christiansted, V.!. 00820-4245 CONTRACTOR Scott B. Sanders Executive Director C ES ER 444 North Capitol Street NW. Suite 300 Washington, D.C. 20001 2.3. 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 (h) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 24. OTHER PROVISIONS Addenda I and II are attached hereto are a pan of this Contract and are incorporated herein by reference. 25. 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 (Contract \uinber ) ) Contractors Initials P043DOLT21 wLth any federal agency. The Contractor shah include this provision in each of its suhcontracts hereunder and shall furnish its subcontractors with the cunnt “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 sLibcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 26. 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 tinder Virgin Islands law. 27. 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 he false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. 28. INSURANCE Contractor shall maintain the following insurance coverage 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 anyone per OcculTence for death or personal injury and one nullion dollars ($1,000,000.00) for any one occurrence for property damage. Insurance policies) 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 Insurance Fund or other form of coverage. 28. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. (Contract Number ) 6 Contracto?s Initials ic P043DOLT21 WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS G1ooy,Cossioner 2021 Department of Labor Anthony D. Thomas, Commissioner Date Department of Property and Procurement CONTRACTOR DEJA TUR Oil Dec IS, JIcS S:51 [ST Sc(III C SiwIIpr Ti-c Ic.- ?ccc :I. 55 [SI Scott B. Sanders. Executive Director Date 11,5.,!, Dec Iii ?Sd!IR’S5[ST CESER (Corporate seal, if Contractor is a corporation) APPROVED AS TO LEGAL SL’FFW7NCY DEPARTMENT OFJUSTICE BY( /29/2D2l Assistant tt ney General PURCHASE ORDER NO. Anthony D. Thomas Commissioner Department of Property and Procurement (Contract Number ) 7 Contractor’s Initials 1/29/2021 P043DOLT21