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OPCMR AMENDMENT No. 1 OF PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT made as of the _____ 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 VIRGIN ISLANDS BUREAU OF CORRECTIONS (hereinafter referred to as “Government”) and WEST BAY WHOLESALE, LLC., whose address 70 Lindberg Bay, Air Cargo Bldg, Bays I and 2 Charlotte Amalie, St. Thomas, VI 00802 (hereinafter referred to as “Contractor”). Both parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESSETH WHEREAS, pursuant to Contract No. P10880CT22, approved by the Commissioner of Property and Procurement on June 14, 2022, and its Renewal, pursuant to Contract No. PIO8BOCT22, approved by the Commissioner of Property and Procurement on November 16, 2022 (which constitutes and is hereinafter referred to as the “Contract”), the Government contracted with Contractor to manage a food services program for Alexander A. Farrelly Criminal Justice Complex on St. Croix; and WHEREAS, the Contract expires pursuant to its terms on November 19, 2023; and WHEREAS, the parties desire to amend the Contract, to extend its term by three year (3) years, by adding One Hundred Fifty Thousand Dollars and Zero Cents ($150,000.00) to the compensation and adjusting the payment under Addendum II; and NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which Is hereby acknowledged, the parties hereto agree as follows: TERMS AND CONDITiONS I. The Contract is hereby amended and its term extended by (3) three years by deleting all existing language contained in Paragraph 2 and replacing it with new language as follows: “The term of this Contract shall be from November 19, 2021, to November 19, 2026. 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 one (I) additional period of one (1) 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.” Contract No. I Initials: _ 17th November 23 P108BOCT22 Amendment No.1 to OPCMR 2. Paragraph No. 3 — Compensation is hereby amended by increasing the compensation by One Hundred Fifty Thousand Dollars and Zero Cents ($150,000.00) for a total amount not to exceed Two Hundred Fifty Thousand Dollars and Zero Cents ($250,000.00), deleting all existing language contained therein and replacing it with language as follows: “The Government, in consideration ofthe satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay Contractor the sum not to exceed Two Hundred Fifty Thousand Dollars and Zero Cents ($250,000.00), in accordance with the provisions set forth in l Amended Addendum II (1 Amended Compensation), attached hereto and made a part of this Contract.” 3. Addenda 11 of the Contract is revised by deleting all terms contained therein and inserting in lieu thereof all the terms contained in 1 Amended Addenda U. 4. This Amendment is subject to the approval of the Commissioner of the Department of Property and Procurement and to the appropriation and availability of funds. 5. Except as expressly amended in this Amendmenl, all terms of the Contract remain in full force and effect. 6. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. Contract No Initias:,,C, P108BOCT22 Amendment No.1 to OPCMR IN WiTNESS WHEREOF, the Parties have hereunto set their hands on the day and year first above written. WITNESSES /7J ‘4—t GOVERNMENT OF THE VIRGIN ISLANDS Wyn ie Testamark, Director Bureau of Corrections 1.1/li1/.? Dat Lisa M. Alejandro, Commissioner Department of Property & Procurement WEST BAY WHOLESALE, LLC Date CL CL Carl Charles Date Managing Member (Corporate seal, if Contractor is a corporation) APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY: Is! 11/17/23 Date __________ PURCHASE ORDER NO. Contract No. - ____________ Initials: 11/17/2023 P108BOCT22 Amendment No.1 to 1 st Amended Addendum II I— OPCMR Amended Addendum II (1’ Amended Compensation) In consideration of the satisfactory services to be performed by the Contractor in accordance with the provisions of Addendum I (Scope of Services) and upon presentation of invoices, the Government agrees to pay the Contractor an amount not to exceed Two Hundred Fifty Thousand Dollars and Zero Cents ($250,000.00) for services rendered in accordance with the following: I. Storage Cost, Location, and Transportation of Supplies a. The monthly cost for the food services program is $4,166. That cost includes delivery, transport, and storage of food items and supplies from the location identified in Addendum [to the Alexander A. Farrelly Criminal Justice Complex. 2. The Contractor shall submit an original invoice (electronic or hard copy) o the address designated in the Contract. a. An invoice must include: i. Name and address of the Contractor; ii. Invoice date and number; iii. Detailed description of item, service or deliverable and amount being billed in accordance with Addendum I (Scope of Services), l’ Amended Addendum II (l Amended Compensation); and iv. Name and address of official to whom payment is to be addressed. 3. Monthly invoices are due upon the completion ofany deliverable and must be delivered to the Government no later than the 5th day of the following month; and be accompanied by supporting documentation. 4. During the term of the Contract, the Government shall request the services of the Contractor based on the deliverables outlined in Addendum I (Scope of Services). All invoices shall be subject to review and approval by the Government. Upon review of an invoice, the Government may request additional supporting documentation from the Contractor. The Government shall use its best efforts to pay the invoice in full or give a written explanation for non-payment of any contested portions of the invoice within 30 days of receipt. Failure of the government, despite its best efforts, to respond to an invoice within 30 days of receipt of the invoice shall not be interpreted as an indication that the Government no longer desires the Contractor’s services. 6 Contract No, _________________ Initials: LC. P108BOCT22 Amendment No.1 to 5. Invoices may be mailed to billing@boc.vi.gov or: ATTN: Billing and Accounting Virgin Islands Bureau of Corrections Government of the Virgin Islands Bureau of Corrections Rural Route 1, Box 9955 Kingshill, VI 00850-9715 OPCMR 7 Contract No. _________ IniiaIs: Cc.— P108BOCT22 Amendment No.1 to Funding Source T PURCHASE ORDER I SHIP TO: BOC ST. CROIX BILL TO: BOC ST. CROIX BUREAU OF CORRECTIONS STC BUREAU OF CORRECTIONS RURAL ROUTE I -BOX 9955 ALEXANDER FARELLY CRIMW4AL KINGSHILL JUSTICE COMPLEX 3RD F1.OOR ST. CROIX, VI 00850-9715 ST. THOMAS, VI 00802 340-773-0295 340.773-0295 THIS PURCHASE ORDER IS ONLY VALID FOR NINETY (90) DAYS FROM DATE SPECIFIED ABOVE THE PRICE ON THIS PURCHASE ORDER IS FIXED AND SHOULD NOT CHANGE WITHOUT ADVANCE WRITTEN CONSENT VENDOR: WEST BAY WHOLESALE, LLC. VENDOR REMIT P.O. BOX 610 ST THOMAS, VI 00804 60352 VENDOR CONTACT MR.CHARLESWELL 340-24448 DELIVERY TERMS: PAYMENT DUE 0 DAYS FROM INVOICE ltem# DescdptbaVPaitNo. UNIT UANTI’fl AMOUNT The Above Purchase Order Number Must Appear On All Correspondence- Packing Sheets And BiRs Of Lading I TO ENCUMBER FUNDS FOR EACH $50,000.00 1 $50,000.00 ADMENOMENT TO CONTRACT #PIO8BOCT22 TO MANAGE A FOOD SERVICE PROGRAM FOR THE BUREAU OF CORRECTIONS, STT. 00151004 - 534000 50,000.01 Order Total j 50,000.00 jik /1043ft7d,t1 P&P-ROIV-22-7 (FORM F.O-2-3650 (REV.) COt..4. OF PROP. & PROC. APPROVO 2006 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES ST. THOMAS, VIRGIN ISI.ANDS DATE: 0910612023 PAGE: 1 OF I PURCHASE ORDER NUMBER: 00019926 REQUISITION NUMBER: 27030 Original Contract EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS CarD DEPARTMENT OF PROPERTV & PROCUREMENT OPCMR CONTRACT NO.: P1 08B0CT22 DATED: Contractor June 14. 2022 EXERCiSE OF RENEWAL OPTION Description of Scope of WorkiServkes Fwcst Bay Wholesale, ILC TStorc. deliver, and manage food items for the scrvices program a the Alexander A. — . Fally JusriceCIcx on St. Thomas. _____ Pursuant to thc renewal option proviflion of Contract No. P IOSBOCT22. and subject to the appropriation and allotment of ncccssaty fimds, notice is hcrcby given that the Government of thc U.S. Virgin Islands, Bureau of Corrections, exercises its option to renew the aforementioned contract for the period November 20, 2022. to Novcmber 19,2023, at the stipulated cost therein. The contract was executed on June 14, 2022, end covers services between November 19, 2021. and November 18, 2022. All the terms, covenants, and conditions of the contract affected shall continue in full force and effect. A facsimile, elevlronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. The Department of Property and Procurement 3274 Richmond Chnstianstcd, VI 00820 Carl Charleswell, Managing Member West Bay Wholesale, LLC DATE: __ — 44b ,,3nthun’Thornas, Comm isioncr mcpartmcn1 of Property & Procurement DATE 11/16/2022 1. Please acknowledge receipt and acceptance hereby signing and returning the original to AcKNOWLEñGMENT & ACCEPTANCE: 7THE VIRGIN ISLANDS Wynme Teslu , Director Bureau of Corryctions DATh: UfriJIAlJ/V 0 OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT I. made this 14th dayo(_$, in die Territory ofdie V1ria Islands, by and between the Government oldie Virgin IsI.npiriiein ofProperty and Procurement, on bdialf of the Virgin Islands Swain of Corrections iere4aaIbr reftired so an “Government’) and West Ray Wholesale, LIC (hereinafter referred to an “Contractor”). WITNESSETH: WHEREAS, the Government is In need of die services of. Contractor to mamge a food services program for the Alexander A, Finally Criminal Jnt1ce Complex on St. Thames, which duties and respoaslb4lfties are more parlicudurly described in Addendum ((Scope of Services) miadied heteto and / WHEREAS, the Contractor wes selected In accordance wIth 31 Vi C. 4 239(aXI); and WHEREAS, the Contractor represents that It Is willing and capdile of provIdIo such ien,ices and NOW, THEREFORE, In consideration ofihe compensstlon and mutual covenantsherein contained. arid intendk so be legally bound by diii written ins*niment, the parties hereto do covenant and agree an follows: I. SERVICES The Contractor will provide the services described In Addendum ((Scope ofServices) alactied hereto arid made • part ofthis contract. 2. TERM AND EFFECFIVE DATE The term of this Contract shall be (from November 19,2021 to November 18, 2022. Upon the date ofexecution by the Commissioner of the Department of Property and Procurement, the Contract shill become efibetive for w term set out hereIn The Government In Ito sole discretion shill have die option to renew dde Contract for a period of one addItional year, subject to the same lernis noted herein, by providing the Contractor with a 30 days written notice of the Qovemmears election to renew. 3. COMPENSATION The Government. In consideration of the ndslbctoiy performance of the services described In Addendum I (Scope of Services) sees to pay Contractor a sum not to exceed Fifty Thousand ‘rid 001100 Dollars (SSO,00000) during the term of the contract in accordance with the provisions set forth In Addendum II (Compensation) attached hereto sad ma a pet of this CmalN. PIO8BOCT22 - I cou,tmr’sbiwab_ OPCMR 4. RECORDS The Contractor, when applicable, will present documented precise records oftime ardlor money expended isoder this Contract. . PROYESSIONAL SlANDARDS The Contractor agrees to maintain the penfesslonal staiderdi applicable to ha profession and to consultants doing huskiess in the United Slates Virgin Islands. 6. DOCUMENTS, PRINTOUTS, ETC. All docnmeats, bocks records Instructional materials, programs, printouts and meniosanda of every description derived therefrom end pertaining to this Contract shill become the property of the Government end 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. 7. UA5lLITVOOTHgRS Nothing In this Contract shall be construed to Impose say liability upon the Government to persOns, firms, usoclatlons, or corporations engaged by Contractor is servants, agents or independent contractors, or hi any other capacity whatsoever, or make Government liable to any such persons, firms, associations or cotporatlons (or the acts, omissions, liabilities. obligations, and taxes of Contractor of whatsoever nature. including, but not limited to, imernploymcnl Insurance, gross receipt, excise, and social security taxes for Contractor, Its servants, agents or independent contractors. S. ASSIGNMENT The Contractor shall not subcontract or assign any part ofthe services wider this Contract without the prior written consent ofthe Coveriuneni. 9. INDEMNIFICATION To the extent permitted by law, the Contractor agrees to indemnify, defend and hold harmless Government from md against any end all loss, damage, liability, claims, demands, detriments, Coats, chges, and expenses (Including attorney’s fees) and causes of action of whatsoever character which Government may incur, sustain or be subjected to, arising atm ofor hi any way connected to the services to be peelbrmed by Contractor under this Contract and arising from any canse, except the io)e neajigence alGovemment. Contract , P10860CT22 2 euors kiltlilc_____ OPCMR II. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract an (ndqe,deat contractor and nothing herein contained utah becenatnied to be Inconsistent with (his iel.tlonshlp or status. II. GOVERNING LAW This Contract chill be governed by the laws of the United Stales Vh1in Islands and jruisdktlon shall remain In the United States Virgin Islands. II. WAIVERS AND AMENDMENTS No waiver, modification or amendment ofany term, condition, or provision ofthis Contract dish be vefld or of any force or effect iwless made In wdtin signed by the pettier heretoor their duly authorized repeseateilves, and specifying with perricularky the nature nod extent ofsuch waiver. modification or amendment. Any such waiver, modification or amendment In any Instance or Instances shaft in no event be construed to bea general waiver, modification or amendment ofany of the terms, conditions or provisions of this Contract, hut the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 13. ENTIRE AGREEMENT This agreement constitutes the entire agreement of the pinks relating to the subject matter addressed In this Agreement. This agreement supersedes all prior comeawdestlons, conflicts or agreements between the parties with respect to the subject matter addeessed in this agreement, whether written or oral. 14. RIGHT EO WITHHOLD If work under this Contract Is not performed Is accordance wIsh the Icons hereof, the Oovernmentwfllhavcthcrighttowithholdoutof.nyp.ymentduetoContractor,auchsumsas Government may deem ample to protect Is against loss or to assure payment of claims arising theretheni. and, at (is option, the Government may spply such nmn In such manner no the Government may deem proper to secure itself or to satisfy such dalma. The Oovcninwni will Immediately notify the Contractor In writing in the event that ft elects to exercise he right to withhold. No such withholding or pIkalion shall be made by the Government If end while Contractor gives am1sctory asawance to Government Umt such claims will be paid by Contractor or Its insurance carrier, If applicable In the event that such contest Is not successful. CniUdccs bhIL Cenascttê 1Q8BQcT22 IS. CONDITION PRECEDENT This Contract shall be subject to the avmlskUky and appropdndon olfiwde and to the epproval of the Commissioner ofthe DepartmentolPropeny and Procurement. 16. TERMINATION Either party will have the tight to terminate this Coaenct with or withoot cause on 60 days written notice to the other party ipecIf4ng the date of temthwdon. 17. PARTIAL TERMINATION The performance of work wider tide Contact may be terminated by the Govenunciri, In pan. whenever the Covemment shall deem such termination edvisabk by provIding 30 days written notice to the Contractor This partial termination dull be efcted by delivering to the Contractor a Notice of Partial Temilnation spedl,Ing the extent to which tl* term indict duties under this Contract are terminated and the date upon which audi termination becomes e’ectIve. The Comiactor shaH be entitled to receive payment for services provided I. the dale of termination, Including payment fbr the period oldie 30day notice. IS, NON-DISCRIMINATION No person shall be excluded from participating In. be denied the proceeds of or be subject to discrimination in the performance ofthis Contract on account of race, aced, color, sex religion. disability or notional origin. 19. CONFLICT OF INTEREST (a) Contmctor covenants that It has on interest and will ncr acqidre any interest direct or Indkect. which would conflict In any manner or degree with the peifomunce of services required to be performed wider tide Contact. (b) Contractor further covenants dun It 1s (I) not a tenhoda) officer or employee (Le., the Governor, Licutenont Governor, member of the L.eglilattme, or any other e)octed territorial oMdul or ant officer or employee of the legislative, executiv, or judicial brendi alibi Government or atty agency, board, commission or iMgpen’4era mntotnimentailty of Ike Govenuneat, whethercompauiarcd on inlary, foe or contactuel besl* or (2) atesikoalal officerciemployceand, usuch,has: (I) fhnllianzed itselfwith the provisionsofTide 3, Chapter 37 of the Virgin Islands Code, pertaining to conflicts of Interest. hicludirig the penalties pmvisionsetforthlnsecilon 1I0Idrereol (H) not nude. negoiheed or Influenced this Contact, hr its official capacity; and CorimemsWtiih CeemctNo. f1G8OGCT22 a (iii) no Ibiencis) interest in the Contract as dial term is defined In section IIOIQ)ofsaidCodedtepter. *4OTICE Any notice reqtdred to be given by the Terms of ids Contract shafi be deemed to hove been given elien the wee is sent by email facsimile. certified mall, post ptqeid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony D. Thomas Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas, VI 00842 Email: mnthony.thomudpp.vLgov Te1phone: (340) 774-0828 Wy,ude Tesamerk Bureau otConectices RRI,9ox9909 N.hdll, VI 00850 Email: Wye.tesuurkboc.vi.gov Telephone: (340) 773.6309 CONTRACTOR Cad OiarlcsweU Managing Member West Bay Wholesale, LLC P.O. Box 610 St. Thomas, VI 00804 Email: kpercCperce1fteg.1giounst Telephone: (340) 5134345 at (340) 514-2166 t.t Cmemcte P10880CT22 S 21. LICENSURE The Contractor covenants that ft hu (a) alndoed .11 of the spçdkthie licenses or permits, pemiaanra tomporary or otherwise an requhad by TIde 27 ofthe Virgin Iibnds Code; and (b) feedlierized itselfwith the applicable p alone ofTitle 27 ofthe Virgin blends Code pertaining to pioftislons and occupations. 22. OTHER PROVISIONS Mdcnda I and U, attached hetato, am i part of this Contract and are Lacorpord herein by reference. 23. DEBARMENT CERTIFICATION By execatlon of this contract,, the contractor certifies th it Is eligible to receive contract awards using federally appromdazed (Wide and that It has not been suspended or dibarrid from entering Into contracts with any federal agency. The Contractor thai) Include diii provision In each of its subconeacts hetewider and shall fumith kg stthconuactora with the c’.ment “LIST OF PARTiES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENr. In the event the Contractor or any subcontractor misrepresents Its eligibility to receive contract awards using federal fusids, tiar Contractor or subcontractor agrees that ft shell not be cadded to payment for any work performed under this contact or any subcontract and that the Contractor or subcontrar shell promptly reimburse the Government of the Virgin Islands for any progress payments heretofore madL 7* FALSE CLAIMS Contractor warrants that ft shall not, with respect to his Contract, make or present any claim upon or against the Government of the Virgin Islands, or any offloet. department, board, commission, or other agency thereof, knowing such clans to be felse, fictitious or frauduIern Contractor acknowledges that inching such a false. fictitious or fraudulent claim Is an offence undet Virgin Islands law. C..nimlor’s leltheh w P10BOCT22 Contractor shalt m.kmbi the Ibtiowing hauraxe covera.es dudag the term ofthis Conkact (a) COMMERCIAL GENERAL LIABILiTY: Cauimerdal general ilabilky Insurance. in a loins acceptable to the aouunmmi, on a ‘per occurrence” buds with a minimum limit of not less then one mIllion dollars ($I,000,000.OO) (hr any one person per occurrence for death orpascoalury and one mWlondollars($1 .000.000.00) for any oneoccurrence forproperty damage. Insurance pollcy(les) shall anme the Government ofdieVirginislandsandiecesllflca.holderandaddidonilInsuredvi.aneadorumena. (b) PROFESSIONAL LIABILITY: None (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form ofcoverage. 2& FACSIMILE ELECTRONIC & DIGITAL SIGNATURES A facsimile. electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. K Wai.hh_ 2S. INSURANCE * OPCMR ceeneerwo. P1O8BOCT22 IN WITNESS WHEREOF, the parties have hercuMo set their hinds on the day and year fkstabovcwtlttcn. Commissioner Property and Procurement (Corporate sea!, if Contractor is a corporation) APPROVED AS TO LEGAL SUFFICIENCY/4 /1 DEPARTMENT OF JUStICE BY: ______________ KenniIfR. Ca... Eaq., MG PURCHASE ORDER NO. - Date !j4i2 C.biciv’s Initlats _____ Signed via GVI BUY CLM 611412022 Date WEST BAY WHOLESALE, L.LC Cart Cliarteswell Managing Member May 20,2022 Date ConeactNo P1OBBOCT22 I