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I’rIissioni Sniccs Cooiract beecn GVI. VID\ and IIih Tide Solutions I.IC CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this ________day of______________ . 2021. in the Territory ol the Virgin Islands. by and between the Government ofihc Virgin Islands. Department of Propert and Procurement, on behalf of the Virgin Islands Department of Agriculture (hereinafter referred to as “Government”) and High Tide Solutions LLC(hereinafter referred to as “Contractor’). WITNESSETH: WHEREAS. the Government is in need of the services of a Contractor to provide Security Camera Installation Services in the St. Croix 1)islrict which duties and responsibilities are more particularly described in Addendum I (Scope of Service) attached hereto; and WHEREAS. the Contractor was selected in accordance with 31 V.1.C. § 239(a)(3) 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 he legally hound by this written instrument, the parties hereto do covenant and agree as follows: I. SERVICES l he Contractor will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this contract. 2. TERM ANI) EFFECTIVE DATE This Contract shall be effective upon the date of execution ot this Contract hv the (‘onitniSSioner ol’ the Department of Property and Procurement and shall terminate two (2) years and eight (t) weeks thereafter. The Government. in its sole discretion, shall have the option to renew the cloud storage subscription for a period of up to two (2) additional one-year terms at a cost of Three [housaiid Dollars ($3,000.00) per year. by providing the Contractor with sixty (60) days written notice of the Government’s election to renew. 3. COM1ENSATION l’he Government, in consideration of th satislactorv pcrftwmance of the services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Thirty-Nine l’housand One Hundred Four Dollars and Seventy-Six Cents ($39,104.76) in accordance with the provisions set forth in Addendum 11 (Compensation) attached hereto and made a part of this COtract Contract No. I Contractor’s Initials: 25th August P123DOAT21 t’rotcss,onal Scrvices Coiinict bccen GVI. VIDA and Itih 1idc Solutinns LLC 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 he 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 N/A (S Nii\). 5. RE(’ORDS The Contractor when applicable, will present documented precise records of Lime and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The Contractor agrees to maintain the professional standards applicable to its prolcssion 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 Govermitent and shall he turned over to it at the termination of this Contract. ‘Ihe 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 consinied 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 aiiy such persons. firms, associations, or corporations for the acts, omissions, liabilities, obligations and taxes of’ Contractor of’ whatsoever nature, including hut 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 (Iovernment. 10. INI)EMNIFICATION 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. Contract No. 2 Contractor’s Initials: P123DOAT21 Protessional Services Contract between (iVi. VlD\ and High Tide Solutions LIC sustain or be subjected to, arising out of or in any way connected to the services to he performed by Contractor under this Contract and arising from any cause. except the sole negligence of Government. Ii. 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 GOVT RNING LAW l’his 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 terns. conditions or provisions of this Contract, but the same shall he 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 ad(lrcssed in this AgrcemenL 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 hereo{ 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 option. Government may apply such sums in such manner a.s 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 iLs right to vithhold. 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 carriem’, if applicable in the event that such contest is not successful. Contract No. Contractor’s Initiats: t,1i . P123DOAT21 Professional Services Contract betwcn (iv!. VIDA ad I lih Fide Solutions LL( 16. CONDITION PRECEDENT This Contract shall he subject to the availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on thirty (30) calendar clays written notice to the other party specifying the date of termination. 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 providingseven (7) calendar days written notice to the Contractor. This partial termination shall he 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 oltermination. including payment for the period of the seven (7)days’ notice. 19. NON-DISCRIMINATION No person shall be excluded Irom participating in, he dcnied the proceeds of or he 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 perlormance of services required to be performed under 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 oil leer or employee of the legislative, executive or judicial branch of the Government or any agency. board. commission or independent instrumentality ol’ the iovernment. whether compensated on a salary. fee or contractual basis): 01. (2) a territorial officer or employee and, as such, has: (i) familiarized itsclfwith the provisions olTitle 3, (‘hapter 37 of the Virgin Islands Code. pertaining to conflicts of interest, including the penalties t0\ iston set torth in scUton 1108 thercot (ii) not made negotiated ot influenced this C onti tU 10 Its othci ii c 1pu1t and (iii) no Itnincial interest in the Contract as that t.rm IS defined in scction 1101(1) ofsaid Code chapter. Contract No. 4 Contractor’s Initials: :fl P123DOAT21 Pro&ssonaJ Scr lc.s Contract bun.Ln GVI \‘ ID \ and I hgh Tide Solutions I LC 21. NOTICE Any notice required to he given by the Terms of this Contract shall he deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to thc parties as follows: GOVERNMENT CONTRACTOR Anthony D. Thomas Andre Green Commissioner President Department of Property and Procurement High Tide Solutions. LLC 8201 Sub Base. Suite 4 P.O. Box 26424 St. Thomas Virgin Islands 00802 Christiansted, VI. 00824 Positive T. A. Nelson Commissioner Department of Agriculture #1 Estate. Lower Love RR I Box 10345 Kineshill. \‘I 0085(1 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 and II attached hereto are a part of this Contract and are incorporated herein by reference. 24. FALSE CLAIMS Contractor wairants 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, hoard, commission, or other agency thereo1 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. 25. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract Contract No. ____________ S Contractor’s Initials:.. P123DOAT21 ProtessK,nal Services Coinra$bctwecn GVI. VII),\ and High [ide Solutions LLC (a) COMMERCIAL GENERAl. LIABILITY: Commercial general liability insurance, in a form acceptable to the Government. on a pcr occurrence” basis with a minimum limit of not less than one million dollars (Sl000.000.00) for anyone per occurrence for death or personal injury and one million dollars (S 1.000.000.00) for any one occurrence for property damage. Insurance policy (ies) shall name the Govemmen 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 polic limits of not less lb m oni. million dollats (51 000 000 00) pu ci urn ilk Gm crnment shall be listed thercon ‘is a certificate holder N/A (c) \VORKI RS (OMPFNSA lION (ontrictor shill supply current coci igc tinder thc (Jo\ crument Insurance I und or other form of cm erige 26. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A lacsimilc clccitonic or digital signatuic on this Contrau sh ill hc dcerncd iii ongin ii and blndlnL upon the Parties hereto. IN WI I NI SS WI ILRFOF thc panics ha c hereunto sd thcii hands on tht. d i md XL ii first above written. WiTNESSES: GOVE(1ENT OF THE VIRGIN ISLANDS __________ ( ositive I. A. Nelson Commissioner Date / Virgin Islands Department of Agriculture Anthony D. Thomas, Commissioner Date Department of Property and Procurement ______ 7/’2// Andre Green. President Date High Tide Solutions. LLC (Corporate seal if Contractor is a corporatinnt (:ONTRACTOR Contract No. 6 Contractor’s Initials: _____________ 8/25/2021 P123DOAT21