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21 15th September G082DHST21 OPCMR Virgin Islands Water & Power Authority GVI-DHS Energy Assistance Program (ECAP) - Memorandum ofAgreement 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I(Scope of Services), agrees to pay VIWAPA a sum not to exceed FOUR MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($4,500,000.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this MOA. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this MOA, however, said costs and expenses shall not exceed N/A ($ N/A). 5. RECORDS VIWAPA when applicable, will present documented precise records of time and/or money expended under this MOA. 6. PROFESSIONAL STANDARDS VIWAPA agrees to maintain the professional standards applicable to its profession and to consultants doing business in the United States Virgin Islands. N 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials, programs, printouts and memoranda of every description derived therefrom and pertaining to this MOA shall become the property of the Government and shall be turned over to it at the termination of this MOA. The above described materials shall not be used by VIWAPA or by any other person or entity except upon the written permission of the Government. 8. LIABILITY OF OTHERS Nothing in this MOA shall be construed to impose any liability upon the Government to persons, firms, associations, or corporations engaged by VIWAPA as servants, agents, or independent contractors, or in any other capacity whatsoever, or make Government liable to any such persons, 2 Initials: _____ General Contract No. G082DHST21 Virgin Islands Water & Power Authority G VI-DHS Energy Assistance Program (ECAP) - Memorandum ofAgreement firms associations, or corporations for the acts, omissions, liabilities, obligations and taxes of VIWAPA of whatsoever nature, including but not limited to unemployment insurance and social security taxes foi VIWAPA, its servants, agents or independent conti actoi s 9 ASSIGNMENT VIWAPA shall not subcontract or assign any part of the services under this MOA without the p1101 wiitten consent of the Government 10. INDEMNIFICATION To the extent permitted by law, VIWAPA 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 connected to the services to be performed by VIWAPA under this MOA and arising from any cause, except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR VIWAPA shall perform this MOA as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. 12. GOVERNING LAW This MOA 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 MOA 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 orprovisions of this MOA, 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 MOA constitutes the entire agreement of the parties relating to the subject matter addressed 3 I OPCMR General Contract No. Initials: ____ G082DHST21 OPCMR Virgin Islands Water & Power A uthority GVI-DHS Energy Assistance Program (ECAP) - Memorandum ofAgreeinent 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 MOA is not performed in accordance with the terms hereof, Government will have the right to withhold out of any payment due to VIWAPA, 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 as Government may deem proper to secure itself or to satisfy such claims. Government will immediately notify the VIWAPA 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 VIWAPA gives satisfactory assurance to Govermnent that such 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 MOA shall be subject to the availability and appropriation of funds and to the approval of the Governor of the U.S. Virgin Islands. 17. TERMINATION Either party will have the right to terminate this MOA 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 MOA may be terminated by the Government, in part, whenever the Government shall deem such termination advisable by providing thirty (30) days written notice to VIWAPA. This partial termination shall be effected by delivering to the VIWAPA a Notice of Partial Termination specifying the extent to which the trm and/or duties under this MOA are terminated and the date upon which such termination becomes effective. The VIWAPA 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 MOA on account of race, creed, color, sex, religion, 4 General Contract No. Initials: ______ G082DHST21 VIWAPA 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 MOA. 21. NOTICE Any notice required to be given by the Terms of this MOA 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: GOVERNMENT ANTHONY D. THOMAS Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas U.S. Virgin Islands 00802 KIMBERLEY CAUSEY-GOMEZ Commissioner Department of Human Services 1303 Hospital Ground, Suite 1 St. Thomas U.S. Virgin Islands 00802 VIRGIN ISLANDS WATER and POWER AUTHORITY DIONNE G. SINCLAIR, ESQ. Acting General Counsel V. I. Water and Power Authority P.O. Box 1450 St. Thomas, USVI 00804-1450 Email: dionne.sinc1air(viwapa.vi 5 Initials: _______ Virgin Islands Water & Power Authority G VI-DHS Energy Assistance Program (ECAP) - Meinorandun ofAgreement disability or national origin. 20. CONFLICT OF INTEREST OPCMR General Contract No. G082DHST21 • ..,,-• .“- OPCMR Virgin Islands Water & Power Authority GVI-DHS Energy Assistance Program (ECAP,) - Memorandum ofAgreement MARLENE FRANCIS Manager, Customer Service V I Water and Powei Authoiity P.O. Box 1450 St. Thomas, USVI 00804-1450 / Email: rnar1ene.francis(,viwapa.vi 22. LICENSURE VIWAPA covenants that it has: (c) obtained all of the applicable licenses or penuits, pennanent, temporary or otherwise as required by Title 27 of the Virgin Islands Code; and (d) 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 MOA and are incorporated herein by reference. 24. DEBARMENT CERTIFICATION By execution of this MOA, the VIWAPA certifies that it is eligible to receive awards using federally appropriated funds and that it has not been suspended or debarred from entering into agreements with any federal agency. VIWAPA 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 VIWAPA or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the VIWAPA or subcontractor agrees that it shall not be entitled to payment for any work performed under this MOA or any subcontract and that the VIWAPA or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 25. FALSE CLAIMS VIWAPA warrants that it shall not, with respect to this MOA, 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. VIWAPA 6 Initials: ____ General Contract No. G082DHST21 Virgii Islands Water & Power Authority GVI-DHS Energy Assistance Program (ECAP) - Memorandum ofAgreemnent OPCMR acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. q 26. NOTICE OF FEDERAL FUNDING VIWAPA acknowledges that this MOA is funded, in whole or in part, by federal funds. VIWAPA warrants that it shall not, with respect to this MOA, make or present any claim knowing such claim to be false, fictitious, or fraudulent. VIWAPA acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. 28. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this MOA shall be deemed an original and binding upon the Parties hereto. 7 InitiaIs: General Contract No. G082DHST21 4J Virgin Islands Water & Power Authority GVI-DHS Energy Assistance Program (ECAP) - Memorandum ofAgreement IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS I *4a7) Kimberley Causey-Gomez, Commissioner Department of Human Services 07.02.2021 Date / / Li AnthonThomas, Commissioner 7/26/2021 Date VIRGIN ISLANDS WATER & POWER AUTHORITY APPROVED AS TO LEGAL SUFFICCYA7-Date 7/30/2021 DEPARTMENT OF JUSTICE BY: _______ Astant Attorney e’nera PURCHASE ORDER NO. 8 Initials:4/frc” OPCMR o7 €1 APPROVED: 06-30-2021 Date Noel Hodge, Interim Executive Direcr!CEO Virgin Islands Water & Power Authority Date: ______________ Honorable Albert Bryan Jr. GOVERNOR OF THE U.S. VIRGIN ISLANDS General Contract No. G082DHST21 9-15-21