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OPCMR CONTRAC I’ FOR PROFESSIONAl SERVICES THIS AGREKMEN’F is made this day of , 20 , in the Tcnitory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Office ofthc Lieutenant Governor, Division of Banking, insurance and Financial Regulation (hereinafter referred to as ‘Government”) and l3ostick/Crawford Consulting Group, LLC (hereinafter rcfcrrcd to as “Contractor”). WITh KSSKTH: WI-I KRI:As, the Government is in need of the services ofa Contractor to review financial analyses, assist with examination work, and provide training for staff members, which duties and responsibilities are more particularly described in Addendum I (Scopc of Services) attached hereto; and WHEREAS, the Government solicited the services under RFP No. RFP-028-T-2020 (P); and WHEREAS, the Contractor rcprcscnts that it is willing and capable of providing such set\ ices: and NOW, THEREFORE. in consideration of the mutual covenants herein contained, and intending to be legally hound by this written instrument, the parties hereto do covenant and agree as follows: I. SERVICES The Contractor will provide the services described in Addendum I (Scope of Services) attached hereto and made a part oCtliis contract. 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon thc date of execution of this Contract by the Commissioner of the Department of Property and Procurement and shall tenuinatc two (2) years thereafter. 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 herciii, by providing the Contractor with sixty (60) days written notice olthe 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 a sum not to exceed I \VLN I V-SIX THOUSAND ONE HUNDRED ThIRTY-TWO AND 00100 DOLLARS (S26,13200) in RFP No. RFP-028-i’-2020 P) (‘antra(or’s InitiaLs t’ontr.ut No, P096LTGT20 15th September 20 OPCMR accordance with the pro’s isions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 4. TRAVKL 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 authori7ed 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 FOUR THOUSAND THRIE IIUNDRED SFV1-NJY-1WO ANT) 00100 DOt I,ARS ($4,372.00). 5. RECORDS The Contractor when applicable, will present documented precise records of iiine andlor money expended under this Contract. 6. PROIKSSIONAL STANI)ARDS The Contractor agrees to maintain the professional standards applicable to its profession and to consultants doing business in the United Slates Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials, programs, printouts and mernoranla 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 e’ccpt upon (he written permission of ihe Gos ernment. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the Government to persons. (inns, 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 corpomations for the acts, omissions, liabilities, obligations and taxes of Contractor of whatsoever nature, including but not himiled to unemployment insurance, gross receipt, excise, and social security taxes for Contractor, its servants, agents or independent contractors. _______________________ Cnntracmors JniiiaIs: RrrNo, RFP-028-T-2020 CP’) Contract No. P096LTGT20 1t OPCM R 9. ASSIGNMENT The Contractor shall not subcontract or assign any part ofthe sen ices under this Contract without the prior written consent of the Government. ID. INI)EMNIFICA’I’ION Contractor agrees to indemnity, defend and hold harmless Government from and against any and all loss, daLnage, liability, claims, demands, detriments, costs, charges and expenses (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, II. INDEPF,MWN’F CONTRACIOR The Comitractor shall perform this Contract as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. 12.(;OVERNIN(; LAW This C ontract shall be governed b3 the laws of the United States Virgin Islands and jurisdiction shall remain iii the tinited States Virgin lslaods 13. WAIVERS AND AMENDMENTS No waivcr, modification or amendment of any term, condition, or provision of this Contract shall he valid or of any force or effect unless made in writing, signed by the parties hereto or their duly authoritcd 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 he constnicd to he 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 agreeLnents between the parties with respect to the subject matter addressed in this agreement, whether written or oral RIP tso RFP-028-1.2020 (P) (ornrdcior’s IiiitiaI (uiitratt No P096LTGT20 :: OPCM R 15. RIGHT TO WITHHOLD If work under 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 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 wri(irmg in the event that it elects to exercise its right to withhold. No such withholding or application shall be made by Government if amid while Contractor gives satisfactory assurance to Government that such claims will be paid by Contractor or its insurance carrier, it’ applicable in the event that such contest is not successful. 16. CON I)I’l’ION PRECII)KN’I’ •l’his Contract shall be subject to the availability and appropriation of funds and to the approval of the Commissioner of the l)eparlmeni of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on I HI R I Y (30) days written notice to the oilier party specifying the dale of termination. 18. PARTIAL ThRMINA’I’ION I he performance of vork under this Contract may be terminated by the Government, in part, whenever the Govemmem shall deem such termination advisable by providing THIR1’Y (30) days written notice to the Contractor. This partial termination shall be effected by delivering to the Contractor a Notice of Partial l’ermination specifying the extent to which the term and or duties under this Contract are terminated and the dale upon which such termination becomes effective. I he Contractor shall be entitled to receive payment for services provided to the date oftermination, including payment for the period of the [HIRIY (30) day notice. 19. NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds ot’ or be subject to discrimination in the performance of’ this Contract on account of race, creed, color, sex, religion, disability or national origin. 4 _____________________________ (‘oninictor s Initiak: RFPNo RFP028-T-2020 (P) (‘ontruo N, P096LTGT20 OPCM R 20, CONFLICT OF IN11tRIS1’ (a) Contractor covenants that it has no interest and will not acquirc any interest direct Q indirect, which would coollict in any manner or degree with the performance oF services required to be performed undcr this Contract. (b) Contractor Further covenants that it is: (1) not a territorial officer or employee (i.e., the Governor, Lieutenant Governor, member oltite Legislature, or any other elected territorial official; or an officer or employee of the legislative, executive orudicial branch of the Government or an agency, board, commission or independent instrumentality of the Govcniincnt, whether compensated on a salary, le or contractual basis); or 2 a territorial officer or crnpoyec and, as such, has: (i) familiarized itsclfwitli the provisions ofTitle 3, Chapter 37 of the Virgin Islands Code, pertaining to conflicts of interest, including the penalties provision set forth in section 1108 thcrcof (ii) not made, negotiated or influenced this Contract, in its official capacity; and (iii) no financial interest in the Contract as that term is defined in section 1101(1) orsaid Code chapter. 21. NOTICE Any notice required to be given by the Terms a this Contract shall be deemed to have bec gicn when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as lol lows: (;0VERN M ENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 TreL’cnta A. Roach, Esq. lieutenant GovcrnorComniissioncr of Insurance Division al Banking, Insurance and Financial Regulation Office of the Lieutenant Governor 5049 Kongcns Gade St. Thomas. Virgin Islands 00802 RIP No. RFP-028- 1-2020 (P1 ( ontraci (‘oniracior’s Iniunts P096LTGT20 .1%. OPCMR CON’iRAC’IOR Bob Crawford Partner Boslick Crawford Consulting Group, ll.C 2417 Redfield Piano, Texas 75025 22. LICENSURE the Contractor covenants that it has: (a) obtained all of the applicable licenses or pennits, permanent, temporary or otherwise as required by title 27 of the Virgin Islands Code; and (b) familiarized itseli’wiih 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. I)KBARMEN1 CFRIIlICA[ION B 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 with any federal agency, The Contractor shall include this provision in each of its subcontracts hereunder and shalt funiish its subcontractors with the current “IISI’ OF IAR iIFS RXCLUI)Fl) FROM FEI)I’RAI. IROCUREMEN I OR NON PROCURF.MFN I”. In the event the Contractor or any subcontractor misrepresents its eligibility to receive contracL awards using federal funds, the Contractor or subcontractor agrees that i shall not be entitled to payment for any work perfonned under this contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for aity progress payments heretofore made. 25. FALSE CLAIMS Coniractor warrants that it shall not, with respect to this Contract, imike or present any claim upon or against the Government o[the Virgin Islands, or any officer department, board, commissioii, or other agency tliereof, knowing such claims to be false, ficLitiou or fraudulent. Contractor acknowledges that making such a false, tietitious or fraudulent claim is an offence under Virgin Islands law. (I RFPNo. RFP-028-T-2020 (P1 (‘onlrnelor’s Inmals: Contract No P096LTGT20 26. NOI1CK OF FI1)KRAL Ii’UN DING AL. OPCMR Contractor acknowledges that this Contract is funded, in whole or in part. by federal funds. Contractor warrants that it chall not, with respect to this Contract, make or present any claim knowing such claim to he llse, fictitious, or fraudulent. Contractor acknowledges that making such a false, Fictitious, or fraudulent claim is a federal offence 27. INSURANCE Contractor shall maintain tIme following insurance co erages during the term of this Contract (a) COMMlRCIAL GENERAL LIABILITY: Commercial general liability insurance, in a form acceptable to the Government. on a “per occurrence” basis with a minimum limit ol 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. (b) PROFESSIONAl. 1 IAHII .1 FY: Professional liability insurance, in a ihnn acceptable to the Government, which covers the services being perlhrmcd under this Contract, with policy limits of not less than one million dollars ($1,000,000.00) per claim. I he Government shall be listed thereon as a certificate holder. IN WITNESS WI ICREOF, the parties have hereunto set their hands on the day and year lirst above written. 2. Anthony D. Thonia’., Commissioner Department of Property and Procurement Date (‘onIeLor’s Inmols: L! r Commissioner of lirancc Office of the Lieutenant Governor Division ol’ Banking, Insurance and Financial Regulation RIV No. RFP-028- 1-2020 (P1 C’onuat No 9/15/2020 P096LTGT20 OPCMR CERTIFICATE OF APPROVAL I hereby certify that thiS S a true and exact copy of Contract No, entered into between the Department of Properly and Procurement and BostickCrawford Consulting Group. LLC. Anthony D. Thomas. Commissioner t)epartineni of Property und Procurement S (4orcIor’s Initmis. ACTOR Bostick Crawford Consulting Group, 1.1 C Robert Fields Crafd, Partner Date APPROVED AS TO LEGAL SUFFI4CY i DEPAR’I’MENT OF JUSTICE BY: - - 9/15/2 020 PURCHASE ORDER NO. Rp No. RFP-028-T-2020 (P1 Contract No. P096LTGT20 P096LTGT20