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OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 17th day of | December 2024. in the Teritory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Department of Planning & Natural Resources (hereinafter referred to as “Government") and Play Land Marine, LLC (hereinafter referred to as "Contractor"), WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to remove derelict vessels and other debris from the waters around St. Thomas. USVI. caused by the 224 hurncane season which duties and responsibilities are more parucularly described in Addendum | (Scope of Services) attached hereto, and WHEREAS, the Contractor was sclected in accordance with 31 V.LC. § 239(a(3); and WHEREAS, the Contractor represents that if is willing and capabie 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 2 part of this contract. 2, TERM AND EFFECTIVE DATE This Contract shall be effective upon the date of execution of this Contract hy the Commisainner of the Department of Property and Procurement and shall terminate One Hundred Fighty (180) days thereafter. The Government in its sole discretion, shall have the option to renew this Contract for a period of two (2) additional 180-day periods, subject to the same terms noted herein, by providing the Contractor with thirty (30) days written notice of the Government's élection 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 One Hundred Ninety-five Thousand and 00/100 Dollars ($195,000.00) in accordance with the provisions set forth in Addendum TI (Compensation) attached hereto and made a part of this contract. 1 vine 2% Contmaet No, POO6BPNRT25 Contractor's Imtials: 3 OPCMR 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Goverment agrees to puy documented transportation, subsistence, lodging and other travel expenses, while in travel status. for trips which have been authorized in writing, in advarice, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shal] not exceed N/A ($ N/A). The Contractor when applicable, will present documented precise records of time and/or money expended under thts Contract. 6. PROFESSIONAL STANDARDS The Contractor agrees to maintain the professional standards applicable to its profession and 1% consultants doing business in the Linited States Virgin Islands 7, DOCUMENTS, PRINTOUTS, ETC, All documents, books, records, instructional materials, programs, printouts and memoranda of every descnption derived therefrom and pertaining to this Contract shal! become the property of the Ciovernment and shall be tumed over to uf al the iermination of this Conmact, The above described materials shall not be used by Contractor or by any other person ar 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 thé Government to persons, firms, associations, or corporations engesed by Contractor as servants, agents, or independent contractors, or in any other capacity whatsoever, of make Government liable iv arty such persons, firms, associations, or corporations for the acts, omissions, liabilities. oblisations and taxes of Contractor of whatsoever nature, including but not limited to unemployment insurance. grass receipt, excise, and social security taxes for Contractor, its servants, avents or independent contractors. 9. ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this Contract without the prior wotten consent of the Govemment Ye Comtuctor’s Initials: LX Sy Context No. POO6PNRT25 OPCMR 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 atiomey’s fees) and causes of action of whatsoever character which Government may incur, sustain or be subjected to, arisiag out of or in any way connected 10 the services to be performed by Contractor under this Contract and arising from any cause, excepi the sole négligence of Covermment. 11. INDEPENDENT CONTRACTOR The Contractor shal) 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 watver, modificabon or amendment of any term, condition, or provision uf 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 shal] be strictly limited and resivicted Up the extent and occasion specified in such signed writing or writings. 14, ENTIRE AGREEMENT This agreement constitutes the entire agreement of the parties relating io 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 ierms hereof Government will have the right to withhold out of any payment due to Contractor, such sums as Goverment may deem ample to protect it aguinst uss or to assure payment of claims arising therefrom, and, at its Uption, Government may apply such sums in such manner as Govemnrent may deem proper to 3 Comractor $ trails: 6¢. Contract No. POO6PNRT25 OPCMR secure itself or to satisfy such claims. Government will immediately notify the Contractor in whling in the event that it elects to exercise its ight to withhold, No such withholding or application shall be made by Government tf and while Contractor gives satisfactory assurance to Government that such claims will be paid by Contractor or its insurance cartier, if applicahle in the event that such contest i$ mol successtul. 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Conmmssioner of the Department of Property and Procurement. 17. TERMINATION Either party will have the night to terminate this Contact with or without cause on Sixty (60) days advance wniten notice to the other party specifying the date of termination. In the event of termination without cause, the Contractor shall be entitled to receive payment for services pravided to the date of termination, including payment forthe period of the Sixty (60) day notice. 18. PARTIAL TERMINATION The performance of work under this Contract may be terminated by the Government, in pait, whenever the Government shall deem such termination advisable by providing Sixty (60) days advance written notice to the Contractor. This partial termination shall be fected 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 Sixty (60) day notice, 19, NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds of or be subject w discrimination in the performance of this Contract on account of race. creed. color. sex. religion, disalyilitv or national origin 20. CONFLICT OF INTEREST (a) Contractor covenants that it has no mierest 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 employce (1.c., the Governor, Licutenant Govemior, member of the Legislature. or any other elected terntorial official: or an officer : Coaimactor’s inthals- [S. % Contact No _POO6PNRT25 OPCMR or employee of the leatslative, exceutive or judicial branch of the Government Of any agency, board, commission or independent instrumentality of the Government. whether compensated on a salary, tec or contractual basis), or (2) s temitorial 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 mterest, 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 nancial interest in the Contract as that term is defined in section 1101(1) of satd Code chapter. 21. NOTICE Any netice required to be given by the Terms of this Contract shall be deemed to bave been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: 22. LICENSURE The Contractor covenants that it has: Contract No. POOBPNRT25 GOVERNMENT Lisa Alejandre Commissioner Department of Property and Procurement 820! Sub Base. Suite 4 Si. Thomas Virgin Islands VO80Z Jean-Pierre L. Oriol Commissioner Department of Planning and Natural Resources Charles Wesley Tumbull Regional Public Library 4607 Tutu Park Mall St. Thomas, VI. 00802 CUNT KACIUR Member Play Land Marine, LLC 8168 Crown Bay Marina Ste 505, PMB 430 St Thoinas, VI 00820 ‘ Comtractor’s Inateils: [. g OPCMR (a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 of the Virgin Islands Code; and (6) familiarized itself with the applicable provisions of ‘Title 27 of the Virgin Islands Code pertaining to professions and occupations 23. OTHER PROVISIONS Addenda |, fl and UT 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 nosing, federally appropriated funds and that it has not heen suspended or debarred from entering inte Gomtracts 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 finds Contractor warrants that it shall wot, with respeut tw dris Cunturavi, make ut present any claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making, such @ false, ficitious, or fraudulent claim is a federal offence, " Contract No. POO6PNRT25 = "Tr OPCMR 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 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. 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. 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. Contractor’s Initials: 7 Contract No. POO6PNRT25 OPCMR The partics have hersunto sel iheir Lands On the day aid yoar first set forth below NT OF THE VIRGIN ISLANDS Heb a led — _ 04-Dec-2024 jerre L.. Oriol, Commissioner Date of Planning and Natural Resources K/ 12/17/2024 une isa Alejan mts ssioner Date Departm ent of Property and Procurement /da/ay Benjamin Schwartz, Member Play Land Marine, LLC (Corporate seal, if Contractor is a corporation) APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY LP Bailey, AAG Dave 12/7/2024 PURCHASE ORDER NO Contractor's Initials © 5 Contmct No POO6PNRT25