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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 22nd day of April, 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 Public Works (hereinafter referred to as "Government") and Frederick M. Mohammed Jr (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide Program Management Assistance in the administration of The Federal-aid Highway Program, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.l.C. § 239(a) (4) where contractual services may be procured provided that the conLract is for professional services and the services are procured by competitive negotiation, wherever practicable; 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 be legally bound 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 (Stope of Services) attached hereto and made a part of this contract. 2.TERM Upon execution of this Contract by the Governor of the Virgin Islands the Contract shall be effective for a Term beginning from April 22, 2019 to April 21, 2022. The Government in its sole discretion, shall have the option to renew this Contract for a period of one additional year subject to the same terms noted 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 I (Scope of Services), agrees to pay Contractor the sum of Three Hundred Twenty-nine Thousand Two Hundred Three and Four Cents ($329,203.04) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 4, TRAVEL EXPENSES P036DPWC19 Contract No. _ _ _ _ _ _ _ _ _ Contrnctois htitiolsc :-i1._/ 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 _Ten Thousand Dollars and No Cents $10,000.00). 5. RECORDS ‘The Contractor when applicable, will present documented precise records of tine 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, tecords, instructional materials, programs, printouts and. memoranda of eyery 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, gross receipt, excise, and social security taxes for Contractor, its servants, agents. or independent contractors. 9. ASSIGNMENT The Contractor shail not subcontract or assign any part of the services under this. Contract without the prior written consent of the Government. 10. INDEMNIFICATION Contractor agrees to indemnify, defend arid 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,, POZ6DP W Cie ‘Contractor's Initfats: Contract No. 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 éxtent 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 supersédes all] ptior 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 performied in accordancé: 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 assuré 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 writing in the event that it elects to exercise its right to withhold. No-such withholding or application shall be made. by Governmient if and while Contractor gives. satisfactory assurance to Government that such claims will be paid by Contractor or its:insurance carrier; if applicable in the event that such contest is not successful. PO 3 6 D P We C ] 9 Contractor’ s. Initials: _ Contract No. 16. CONDITION PRECEDENT This Contract shall be subject to. the:availability and appropriation of funds.and to the approval of the. Governor. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause: on Thirty Days (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 providirig 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 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 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 director indirect, which would conflict in any manner or degree with the performance: of services réquired to be performed under this Contract. (b) Contractor further covenants that it is: (1) not a territorial officer of employee {i.e., the Governor, Lieutenant Governor, member of the Legislature, or any other elected territorial official; or an officer or-employee of the legislative, executive or judicial branch of the Government or any agency, board, commission ot 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 Title 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 inflitenced this Contract, in its official capacity; and PQ 3 69e"¥ c19 Contractor’s Initials: Contract No. (iii) no financial interest in the Contract as that term is: defined ‘in section {101(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. 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 maul, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony D, Thomas Commissioner Nominee. Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Nelson M. Petty Jr. Commissioner Department of Public Works 8244 Subbase St. Thomas, Virgin Islands 00802 CONTRACTOR Frederick M. Mohammed Jr PO Box 2354 Frederiksted, St. Croix, Virgin Islands: 0084 | 23. LICENSURE The Contractor covenants that it hus: (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. 24. OTHER PROVISIONS: Addenda I and II attached hereto are a part of this Contract and are incorporated. herein by reference. PQ 36 D Pp W C1 9 cosas tas FALL Comtract No, 25. DEBARMENT CERTIFICATION By 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 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 shal] not-be entitled to payment for any work performed under this contract or any subcontract and that the Contractor or subcontractor shal] promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made.. 26. 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. 27, 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 tobe false, fictitious, or fraudulent. Contractor acknowlédges that making such a false, fictitious, or fraudulent claim is.a federal offence, ‘Contract No. IN WITNESS WHEREOPF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS (uA 4) 261 1 ee elso NelsonM. Petty Jr., Commissioner Date Neon. of Public Works A, Can ‘Anthony D. eae Commissioner Nominee Date “1 Department of Property and Procurement Lofed Mo) LL L. as fti , e Frederick M. Mohamme Jr ate (Corporate seal, if Contractor is a corporation) APPROVED: Wlataa— Date: Th [16 Honorable-ATbert. Bryan Jr. 7 GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIIEN / | DEPARTMENT OF JUSTICE BY: : ‘ f beg Date J, f sy 9 A PURCHASE ORDER NO. 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 _Frederick M. Mohammed Jr. Anthony D. Thomas, Commissioner Nominee Department of Property and Procurement 8 ; : Contractor’s Initials: Z ( }