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CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is made this Qq*> day of Ae cl | , 2019 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, of 1834 Kongens Gade, St. Thomas, USVI 00802 (hereinafter referred to as "Government") and EDUCATION DIRECTION, LLC d/b/a ED DIRECTION of 35 N Rio Grande St., Salt Lake City, UT 84101 (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government recognizing the importance of Mathematics using the Common Core State Standards (“CCSS”) is in need of the services of a Contractor to provide professional development on the Smarter Balanced Claim of Concepts & Procedures using CCSS to supplement the core mathematical instruction and create effective student engagement strategies to assist low achieving students on the statewide assessment through four (4) days of on-site professional learning sessions, twelve (12) days of virtual coaching, and twelve (12) days of on-site collaborative coaching to thirteen (13) school-based teams in the St. Croix District; and WHEREAS, pursuant to Title 31 V.I.C. § 236, the services were solicited by the Department of Property and Procurement under Request for Proposal (“RFP”) No. 024-C-2018 (P) for qualified vendors; and WHEREAS, the Contractor was recommended by the Government’s Evaluation Committee and approved by the Commissioner of Property and Procurement to provide the services particularly described in Addendum I (Scope of Work) attached hereto and made a part of this Contract; WHEREAS, the Contractor represents that it is willing and capable of providing such services and that it has complied with all applicable local and federal laws, rules, and regulations, as they apply to the implementation of this contract; 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 Work) attached hereto and made a part of this contract. 2. TERM This Contract shall commence upon the execution of this Contract by the Governor of the Virgin Islands and shall terminate on November 30, 2019. The Government in its sole discretion, shall have the option to renew this Contract for a period of one (1) additional year subject to the same terms noted -l- Contract PC- DOE- » PO 7) D 0 EC 1 9 connor a ay 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 | (Scope of Work), agrees to pay Contractor the sum of Eighty-Two Thousand, Four Hundred Sixty-Two Dollars and Zero Cents ($82,462.00) in accordance with the provisions set forth in Addendum II] (Compensation) attached hereto any de a part of this contract. ed 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ N/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 be turned over to it 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 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 Government. —-2- Contract PC- DO we pa Z9p0E cd: Contractor's Initial 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold. harmless Government from and against any and ali 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 services’to be performed 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 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 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 under this Contract is not performed in accordance with the terms hereof, Government wil] 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 as: Government may deem proper to secure itself or. to satisfy such claims. Government will mmmediately 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 such claiins will be paid by Contractor or its insurance carrier, if applicable in the event that such-contest is not successful. -3- Contract PC- peZIDOE CLM | Contracior’s Initials 16. CONDITION PRECEDENT a This Contract. 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 Coniract 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 by providing thirty (30) days written notice to the Contractor. 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 teceive payment for services provided to the .daté 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 interést.and will not acquire any interest direct or indirect, which would conflict in any :manner. or degree with the performance of services requited 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 territorial officials 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 Titte 3, Chapter 37. of the. 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; Gii) no financial interest in.the Contract as that term is defined in section 1101(1) of said Code chapter. 21. EFFECTIVE DATE The effective date of this Contract. shall be the day of execution of the Contract by the Governor. -—4- Contract,PC-_ PQ 29 D Ob C ] 9 Contractor’s Initi 22. 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 parties as follows: GOVERNMENT Anthony D. Thoinas Commissioner Designee Department of Property and Procurement 3274 Estate Richmond St. Croix,. VI 00820 Racquel Berry- Benjamin Commissioner Designee Department of Education. 1834 Kongens Gade St. Thomas, -U.S. Virgin Istands 00802 CONTRACTOR Hollie Pettersson Partner: EDUCATION DIRECTION. LLC: d/b/a ED DIRECFION 35 N Rio.Grande St. Salt: Lake City, UT 84101 23. 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 Cade pertaining to professions and occupations. 24. DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that it is. éligible 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 shail 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 reimbursé the Government of the Virgin Islands for any progress payments heretofore made. -~5~ Contract. PC- PQ 29 D 0 EC j 9 Contractor’s Initidls 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 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 offence. 27. INSURANCE . _ Contractor shall maintain the following insurance coverages. :during the term of this ‘Contract. COMMERCIAL GENERAL LIABILITY: Commercial general lability insurance, in a form acceptable to the Government, on a “per occurrence” basis with a. minimum limit of not Jess than Two Million Dollars and Zero Cents ($2,000,000.00) for anyone’ per occurrence for death or personal injury and two million dollars. ($2,000,000. 00) for any one occurrence for property damage. Insurance policy 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 Goverriment shall be listed thereon as-a certificate holder. . WORKERS*COMPENSATION: Contactor shall supply current coverage. under the Government Insurance Fund or other form of coverage. 28. BILLING. PROCEDURES and PAYMENT: The Department will pay Contractor upon receipt of properly completed invoices that shall describe and document to the Department's satisfaction, and shall contain information, includiig 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 anid made a part of this Contract. Each invoice must be accompanied by applicable: supporting documents, including but not limited to any reports/results due for the applicable-invoice period. Payment.shall] be considered timely if made by the Department 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 poticies, rules, and procedures pertaining to this Contract or the services provided hereunder. Payment shall be sent-to the address designated by the Contiactor. The Department 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 -6- Contract PC- Contractor’s Initial PoZ9D0ECI9 this Contract. No payments in.advance or in anticipation of services or. supplies to be pr ‘ovided under this Contract shall be made by the Department 29. 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 ineludin g but not limited to war, terrorist acts, riot, strikes, fire, earthquakes, hurticanes, floods. or any act of God, 30. 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 29, all costs, charges, and expenses. that the Department. suffers shall be a part of the damages to be. paid by the Centractor to’the Department, as a result of such failure or refusal to perform 31. SEVERABILITY: If any of the provisions of this contract are determined.to. be invalid, such. invalidity shall not affect of impair the validity of the other provisions, which shall be considered severable and shail remain in full force and effect. 32. OTHER PROVISIONS Addenda I and II attached hereto are a part of this Contract and are incorporated herein by reference. [THIS SECTION LEFT INTENTIONALLY BLANK] PQ 29 1) ) E ¢ 1 9 —7- Contract PC-_ Contractor’s Initialg IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS CANM IVS [QV 39/4 iit Benjami Date Racquel Berry | Commissioner Nominee Department of Education aol, L hick hues Chorin LESS ha Date Anthony D. Thomas ico. Commissioner Nominee Department of Property and Procurement ' CTOR Vax Min _\ NN Calta vd Z| 0 llie Pettersson te Ale — > Partner [Le Vv Education Direction, LLC d/b/a Ed Direction (Corporate seal, if Contractor is a corporation) D ACT (PK Dy, Che e AtbeftBryan/ Jr> GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY EPARTMENT OF JUSTICE: Account Code No. Purchase Order No. st Contract PC- DOE po 29D0EC19 Contractor’s Initia ———— CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of Contract No. entered into between the Department of Property and Procurement and Education Direction, LLC Anthony D. Thomas Commissioner Nominee Department of Property and Procurement r ied (4 Ad BO of SH po 29D0EC19 RFP-024-C-2018(P) Contract Number Contractor’s Initial