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OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this ______— day of ____________, 20, 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 Office of Management and Budget (hereinafter referred to as “Government”) Public Works, LLC dlbla Brain Storm (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to evaluate, develop and implement a plan to increase the efficiency of core business functions within the Division of Personnel (DOP), Department of Property and Procurement (DPP), Department of Finance (DOF), and the Office of Management and Budget (0MB), which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Government solicited the services under RFP No.029-1-2021(P); 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 (Scope of Services) and Addendum III (Project Approach) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE This Contract shall be effective from August 16th,2021 and shall terminate one (1) year thereafter. Upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement, this contract shall become effective for the term set-out herein. The Government in its sole discretion, shall have the option to renew this Contract for a period of one hundred eighty (180) day’s, by providing the Contractor with fifteen (15) 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 a sum not to exceed Three Hundred- Ninety-Two Thousand, Four Hundred Sixty-seven and 00/100 Dollars ($392,467.00) in Contractor’s Initials: (-‘ RFPNo. 029T-2021 Contract No. 4th November 21 P009OMBT22 OPCMR accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part ofthis contract. 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 ofthe Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed Seventeen Thousand. Eight Hundred and 00/100 dollars ($17,800.00). 5. RECORDS The Contractor when applicable, will present documented precise records oftime andlor 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 ofthe Government and shall be turned over to it at the termination ofthis Contract. The above- described materials shall not be used by Contractor or by any other person or entity except upon the written permission ofthe 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 shall not subcontract or assign any part of the services under this Contract without the prior written consent ofthe Government.. 2 RFP No. 029T-2021 Contractor’s Initials: C’ V Contract No.___________________ P009OMBT22 OPCMR 10. INDEMNIFICATION 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, 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 subjectmatter 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 will have the right to withhold out ofany payment due to Contractor, such sums as Government may deem ample to protect it against loss or to assure payment ofclaims arising therefrom, and, at its option, Government may apply such sums in such manner as Government may deem 3 __ RFPNo. 029T-2021 Contractor’s InitbIs:’-’ -‘ Contract No.__________________ P009OMBT22 OPCMR proper to secure itself or to satis1y such claims. Government will immediately notitr 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 ifand 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. 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation offunds and to the approval ofthe Commissioner ofthe Department of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on thirty (30) days written notice to the other party specifying the date oftermination. iS. PARTIAL TERMINATION The performance of work under this Contract may be terminiited 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 ofPartial 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 paylnem for the period ofthe 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 performanceofthis Contract on account ofrace, 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 performance of services required 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 official; or an officer or employee of the legislative, executive or judicial branch of the Government or any agency, board, coiuuiission or independent instrumentality ofthe Government, whether compensated on a salary, fee or contractual basis); or (2) a territorial officer or employee and, as such, has: 4 RFP No. 029T-2021 Contractor’s Inftials _____ Contract No. _____________________ P009OMBT22 OPCMR (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 influenced this Contract, in its official capacity; and (iii) no financial interest in the Contract as that term is defmed in section 1101(1) ofsaid Code chapter. 21. 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. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 JeniferC. ONeal Director Office of Management and Budget 5041 Norre Gade St. Thomas, VI 00802 CONTRACFOR Eric Schnurer President Public Works, LLC 1690 East Strasburg Road West Chester, PA 19380 22. LICENSURE The Contractor covenants that it has: (a) obtained all ofthe applicablelicenses or permits, permanent, temporary or otherwise as required by Title 27 ofthe Virgin Islands Code; and (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. — 5 RFPNo. el9T-2021 Cuutractor’s _____ Cuutn,ct No. P009OMBT22 OPCMR 23. OTHER PROVISIONS Addenda 1,11 and III attached hereto, are a part ofthis Contract and are incorporated herein by reference. 24. DEBARMENT CERTWICATION By execution ofthis 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 shall not be entitled to payment for any work performed under this contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government ofthe Virgin Islands for any progress payments heretofore made. 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. INSURANCE Contractor shall maintain the following insurance coverages during the term ofthis Contract: (a) COMMERCIAL GENERAL LIABILiTY: Commercial general liability insurance, in a form acceptable to the Government, on a “per occurrence” basis with a minimum limit of not less than one million dollars ($1,000,000.00) for any one person per occurrence fur 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 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 Government shall be listed thereon as a certificate holder. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form ofcoverage. 6 Contractor’s Inithis: RFP No. 029T-2021 Contract No. P009OMBT22 c*. Ti. FACSIMILE, ELECIRONIC & DIGITAL SIGNATURES A fn’mfle electronic or digital slgnture on this Contract shall be deemed an original and blnillng upon the Parties hereto. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above WJiUCTL Bosede Bruce, Commissioner Designee Department of Finance 8/23/2021 Date Date APPROVED AS TO LEGAL S 11/4/2021 DEPARTh4ENT OF JUSTICE BY: Atorney neral PURCHASE ORDRNO. 1337.6 7 Ct’s ______________ OPCMR GOVERNMENT OF THE ViRGIN ISLANDS 8/27/2021 Date 4L1AJ Public Works, LLC (Corporate seal, ifContractor Is a corporation) RFP No. eir-2e2i cmtrsctNo.____ 11/4/2021 P009OMBT22