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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 2. C) dayof Yon’. , 20) 4, inthe Territory of the Virgin Islands, by and -between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Bureau of Corrections (hereinafter referred to as "Government") and Alliance Data Services, LLC (hereinafter referred to as Contractor") _WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to install and configure security surveillance cameras. at the Criminal Justice-Complex in St. Thomas, U.S, Virgin Islands, which duties and’responsibilities are more paiticularly described in Addendum I (Scope of Work) attached hereto; and WHEREAS, the Government issued the Request for Proposal (RFP-01 8-2017 (P)) for the. aforementioned services; and WHEREAS, the Contractor represents that it is willing and capable of providing such services and submitted:a proposal pursuant to RFP-018-2017 (P); 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, SERVICES | | | The Contractor will provide the setvicés described in Addendum. 1 (Scope. of Work) attached hereto and made a part of this contract. . 2. TERM This Contract shall commence upon the execution of this Contract by the Governor of the Virgin Islands ‘and shall terminate twenty-seven (27) moniths thereafter. 3, COMPENSATION The Government, in consideration of the satis factory performance of the services described in Addendum I (Scope of Work), agreés to pay Contractor the sum of Two Hundred Fifty-Two Thousand Six Hundred Sixty-Three Dollars and Nitiety-Seven Cents ($252,663.97) in accordance with the provisions set forth in Addendum Ii (Compensation) attached hereto and made a part. of this contract. 4, TRAVEL EXPENSES | Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in-advance, by the Government. These ‘costs shall be-advanced or reimbursed on the same basis as is applicable. to non-contract employees of the Government, or as agreed to by an addendum to. this Contract, however, said costs and expenses shall not exceed N/A. ($ N/A). posze0CTt? | WL WT Contract For Professional Services a | Between Government of the Virgin Islands.and Alliance Data Services, LLC Page | 2 5. RECORDS , The Contractor when applicable, will present documented precise. records of time and/or money expended-under this Contract. 6. PROFESSIONAL STANDARDS oe | The Contractor agrees to maintain the professional standards applicable to its profession and to:consultants doing business inthe United States Virgin Islands. 7, DOCUMENTS, PRINTOUTS, ETC. Ail 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 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 thé acts, omissions, liabilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to unemployment. insurance and social security taxes for Contractor, its servants, agents or independent contractots. 9. ASSIGNMENT The Contractor shall not:subcontraet 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 and hold harmléss Government from and against any and all loss, damage; liability, claims, demands, detriments, cost, charges and expense (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. IL. INDEPENDENT CONTRAC TOR . The Contractor shall perform this Contract as an independent contractor and nothing herein contained: shaJ] 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 remainin the United States Virgin Islands. Contract No. (RFP Number} id Q 245 we Contractor's Initials We | WT Contract For Professional Services Between Government of the Virgin Islands and Alliance Data Services, LLC Page | 3 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 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 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 Government 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. 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) 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 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 be entitled to receive payment for services provided to the date of termination, including payment for the period of the thirty (40) day notice. Contract No. (RFP Number) P0328 OCT 7 Contractor’s Initials te }/ Contract For Professional Services . ; Between Government of the Virgin Islands and Alliance Data Services, LLC Page | 4 19. NON-DISCRIMINATION No person shall be-excluded froin 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 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 Governinent or any agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fee ot 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. influenced this Contract, in its official capacity; (iii) no financial interest in the. Contract.as that term is defined in section 1101(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 mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony D. Thomas Commissioner Designee. Department of Property and Procurement Sub Base, Building No, 1, Third Floor St. Thomas, VI 00802 Wynnie Testamark, Director Designee Bureau of Corrections POSZBOCT 19 Vee Contract No.(RFP Number) —__ Contractor's Initials. a LOT” Contract For Professional Services Between Government of the: Virgin Islands and. Alliance Data Services, LLC Page | 5 Rural Route 1 St. Croix, U.S. Virgin Islands 00820. CONTRACTOR Michael A. Carty Member Manager Alliance Data Services LLC . Physical Address: #3082 Kronprindsens Gade, Suite 200 St. Thomas, U.S. Virgin Islands 00802 Mailing Address:. P.O. Box. 9257 St. Thomas, U.S. Virgin Islands 00801 23. 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 Vir ‘gin Islands Code; and . (b) 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, and. Exhibit A attached hereto are a part of this Contract and are incorporated herein by reference. 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 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. 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 isan offence under Virgin Islands law. 32 eBt OCT 19 ( Contract No. (RFP riomber 2 Contractor’s Initials, M Contract For Professional Services Between Government of the Virgin Islands and Alliance Data Services, LLC Page | 6 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 to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. 28. INSURANCE Contractor shall maintain the following insurance coverages during the term of this 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 anyone 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 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. NOT APPLICABLE. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Pees ie) Msobpmat Yi Wynnie Testamark, Director Designe Date Bureau of Corrections OY, fe peal Fhsl het», Chane Kass Anthodly D. Thomas, Commissioner Designee Date (wef huecH Department of Property and Procurement l L 2 ) wa Contract No. (RFP Number) PO 3 2 B 0 C T L 7 Contractor’s Initials M an LOT Contract For Professional Services Between Government of the Virgin Islands and Alliance Data Services, LLC Page | 7 Pil “LLG fs a LS ember Manager ate Allian ce Data ices LLC (Corp —f ate se f Contractor is a corporation) VY (xt; a APPROVED: AN tC yY~ ert ryan, Jr. ~ Date: Cf: Zefa GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUF F DEPARTMENT OF JUSTICE BY: PURCHASE ORDER NO. CERTIFICATE OF APPROVAL Thereby certify that this is a true and exact copy of Contract No. entered into between the Department of Property and Procurement and Alliance Data Services LLC Anthony D. Thomas, Commissioner Designee Department of Property and Procurement po 3z2p0CT19 Contract No. (RFP Number) Contractor’s initials \M\ Lv ge) i —