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OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this ________ day of ______________. 2025. in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurenient. on behalf of the Bureau of School Construction and Maintenance through the Department of Education (hereinafter referred to as “Government” or Department”) whose address is 1 834 Kongens Gade. St. Thomas. U.S. Virgin Islands 00802 and Netwave Unlimited Services, LLC whose address 112 Estate Ruby. St. Croix U.S. Virgin Islands 00820 (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS, pursuant to Act 8717, the Legislature of the Virgin Islands established the Bureau of School Construction and Maintenance within the Department of Education with the responsibility to construct and maintain public schools and other educational facilities: and WHEREAS, the Virgin Islands Department of Education. (‘VIDIE”), pursuant to Title 3 Virgin Islands Code. Chapter 7, Section 96. is required to promote the cause of education. and achieve a high level oi’general education throughout the Virgin Islands, and is authorized to exercise such powers. and perform such other duties and functions. as may he prescribed by law. to timIflIl this duty: and WHEREAS, as a result of’ COVID— I 9 Pandemic, the district acquired flxed assets valued at $500.00 or greater that are utilized to support and supplement academic instruction being provide kindergarten—twelfth (K— 12) grade students at eleven (II) public schools in the St. Croix District: and WHEREAS. on April 25, 2023 the Government solicited Request for Proposal No. BD 23-400-4002-221, and on August 16. 2023 awarded Mon Ethos Pro Support LLC dba MEPSVI to purchase and install indoor/outdoor IP based security surveillance camera system(s) at various Schools in the St. Croix School District: and WHEREAS, on February 28. 2024 the Government and Mon Ethos Pro Support LLC. d/h/a MEPSVI entered into Contract No. P028D0ET24 to pm’ovide the services: and WHEREAS, the Government terminated Contract No. P028D0ET24 on September 13. 2024. effective October 13. 2024 prior to the completion of services; and WHEREAS, the Mon Ethos Pro Support LLC dba MEPSVI purchased and will turn over security indoor/outdoor cameras to the Government of the Virgin Islands: and WHEREAS. the Government is no in need of a Contractor to I ) install the previously purchased security indoor/outdoor cameras. owned and possessed by the Department. and 2). Contractor’s 1iiitia4r ____________ RFP No. 130-23-400-4002-22! Contract No. 12th May P031DOET25 OPCMR install an IP based surveillance system at various Schools in the St. Croix School District particularly described in Addendum I (Scope of Services) attached hereto and made a part of this Contract, and provide all equipment and accessories needed to install the cameras and set up the surveillance systen1 and WHEREAS. Netwave Unlimited Services. LLC provided the second most responsive proposal in response to Request for Proposal No. BD-23-400-4002-221; 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: 1. SERVICIS The Contractor will provide the services described in Addendum I (Scope of Services) attached hereto and made a Part of this contract. 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon the date of execution by the Governor of the U.S. Virgin Islands and shall terminate one (1) year and four (4) months, thereafter. 3. COMPENSATION The Government, in consideration of the satisfhctory performance of the services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed One Million, Five Hundred Forty Seven Thousand, Two Hundred Eighty Six Dollars and Eighty Two Cents ($1,547,286.82) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this 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 of the Government. or as agreed to by an addendum to this Contract. however. said costs and expenses shall not exceed 2 ____ C’ontrctor’s Initia4r ___________ REP No. 13D-23-400-4002-22 I Contract No. P031DOET25 ‘n,_ OPCMR 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 he turned over to it at the termination ol 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 hut not limited to unemployment insurance, gross receipt. excise, and social security taxes fbr 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. 10. INDEMNIFICATION Contractor agrees to indemnit’, 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 he suhected 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. RFP No. BD-23-400-4002-22 I Contractor’s Initia4& __________ Contract No. ____________________________________ P031DOET25 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 ot 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. moclilication 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 oi. 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 specilied 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 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 therefi’om, 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 immediatel 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 satislictory 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. 4 ____ Contractor’s Initia4& ____________ OPCMR RFP No. BD-23-400-4002-22 I Contract No. P031DOET25 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 (30) clays 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 he entitled to receive payment for services provided to the date of termination. including payment for the period of the thirty (30) clay notice. 19. NON-I)ISCRIMINATION No person shall be excluded from participating in. be denied the proceeds of or be subject to discrimination in the perlormance 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 direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. (1) Contractor further covenants that it is: (I) 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. 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 Title 3. Chapter 37 of the Virgin Islands Code, pertaining to conflicts of interest, including the penalties provision set forth in section 1108 thereof: Contractor’s lnitia4r ____________ 0 PC MR RFP No. BD-23-400-4002-22 I Contract No. P031DOET25 OPCMR (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 11 01(1) of said 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 lollows: GOVERN1’IENT Lisa M. Alelandro Corn missioner Department of Property and Procurement %2() 1 Sub l3ase. Suite 4 St. ihomas Virt.in Islands 00802 Dionne Wells-l-ledrington. Ed.D. Commissioner Department of Education 2133 Hospital Street St. Croix, U.S. Virgin Islands 00820 Craig Benjamin Executive Director The B ureau of School Con struction and Maintenance Yacht Haven Grande Buildint. B-Suite B201-B205 St. Thomas. U.S. Virgin Islands 00802 CONTRACTOR Ana G Foster Sole Managing Member Netwave Unlimited Services. LLC 112 Estate Ruby Christiansted, U.S. Virgin Islands 00820 22. 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 6 ____ RIP No. BD-23-400-4002-22 I Contractor’s Initir __________ Contract No. P031DOET25 o PC MR (b) thmiliarized itself with the applicable provisions of Title 27 of the Virgin Islands code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda 1. 11. and Ill, attached hereto arc a part of this Contract and are incorporated herein by reference. 24. 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 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 of the 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. hoard. 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 (a) COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a l’orm acceptable to the Government. on a per occurrence” basis with a minimum limit of not less than one million dollars ($1.000,000.00) for any one person per occurrence Contractor’s lnitiwl& ____________ RF’P No. B[)-23-400-4002-22 I Contract No. P031DOET25 • OPCMR for death or personal injury and one million dollars ($L000.000.OO) for any one occurrence tbr property damage. Insurance pol icy( ies) shall name the Government of the Virgin Islands as the certificate holder and additional insured via an endorsement. (b) PROFESSIONAL LIAI3ILITY: 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 (Iovernment shall be listed as a certificate holder. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 28. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURIS A facsimile. electronic or digital signature on this Contract shall he deemed an original and binding upon the Parties hereto. 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 including hut not limited to war, terrorist acts, riot, strikes, fire. earthquakes. hurricanes, floods, or any act of God. ITHE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANKI 8 ____ RFP No. BD-23-400-4002-221 Contractor’s Initia4& ________ Contract No. P031DOET25 P031DOET25