USVI Public Records

Document text

CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT made the AU Yay of Sepeen be 2019, in the Territory of the U.S. Virgin Islands by and between the Government of the Virgin Islands, DEPARTMENT OF PROPERTY AND PROCUREMENT, on behalf of the DEPARTMENT OF EDUCATION, 1834 Kongens Gade, St. Thomas, Virgin Islands 00802-6746 (hereinafter referred to as “Government”), and identiMetrics, Inc., 400 York Road Suite 200, Jenkintown, PA 19046 (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to purchase, install, and maintain a Biometric Scanning Software & Hardware system for use in the schools located in the St. Thomas/St. John district for the purpose of improving operations and classroom time efficiency, school billing accuracy and strengthen school security; and WHEREAS, pursuant to Title 31 V.I.C. § 236, the services were solicited by the Department of Property and Procurement under Request for Proposal (“RFP”) No. 005-T-2019(P) for qualified vendors; and WHEREAS, the Contractor was recommended by the Government’s Evaluation Committee and approved hy the Commissioner of Property and Procurement to provide the services particularly described in Addendum | (Scope of Work) attached hereto and made a part of this Contract; WHEREAS, the Contractor represents that it is willing and capable of providing such services and that it has complied with all applicable local and federal laws, rules, and regulations, as they apply to the implementation of this contract; 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. SERVICES The Contractor will provide the services described in Addendum I (Scope of Services) 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 two years thereafter. The Government in its sole discretion, shall have the option to renew this contract for a period of one (1) additional one (1) year period, at a contract cost of Eighteen Thousand, Three Hundred Thirty Dollars and Zero Cents ($18,330.00), -l- Contract No. POKRODOETIY RFP-005-T-2019(P) Contractor’s Initials : acl) t 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 by the Contractor of the services described in Addendum I (Scope of Services), attached hereto and made a part of this. Contract, agrees. to. pay the Contractor the sum not to exceed, ONE HUNDRED TWENTY-SIX THOUSAND, SEVEN HUNDRED FIVE DOLLARS AND ZERO CENTS ($126,705.00), in accordance with the provisions set forth in ADDENDUM II (Compensation), attached hereto.and made apart of this. Contract. Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging. and other travel expenses; while'in travel status, for trips which have been authorized in writing, in advance, by the’ Government. These costs shall be advanced or-retmbursed on the same basis as'is applicable to non- contract employees of the Government, or as agreed to by an addendum to this. Contract, however, said costs and expenses shall. not.exceed NOT APPLICABLE ($N/A). 5. RECORDS a | 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 be turned over to the Government 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’‘Governiment 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 —2- Contract No. PO 5 Op OE TIS Contractor’s Initials + xe RFP-005-T~2019(P) without prior consent of the Government. 10. INDEMNIFICATION The Contractor agrees to indemnify, defend and hold harmless 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, its employees, agents, or subcontractors 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 particularly 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 si ighed writing or writings: 14. ENTIRE AGREEMENT This Contract constitutes the entire agreement beiween the parties: relating to the subject matter addressed in this Contract. This. agreement supersedes. all prior communications, contracts or agreements between the parties with respect to the subject matter addressed in this Contract, whether written or.oral. 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the tetms hereof. the Government will have the right to withhold out of any payment due to Contractor, such-sums as the Government may deem ample to protect it against loss or to. assure payment of claims arising therefrom, and, at its option, the Government may apply such sums in such manner as the Government may deem proper to secute itself or to satisfy such claims. The 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 the Government if and while Contractor gives satisfactory assurance to the Government that such claims will be paid by Contractor or its insurance carrier, if applicable in the event that such contest is not successful. POS ODOE —3- Contract No. RFP-005-T~2019(P) DWF Contractor's Initials : #4 i 1 1 Q 16. CONDITION PRECEDENT This Contract is subject to the availability of funds appropriated for such purpose and to the approval of the Governor of the Virgin Islands. 17. TERMINATION Either party shall 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 for services under this Contract. may be terminated by the Government, in part, whenever the Government shall deem such termination advisable. 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: éntitled to receive. payment for services provided to the date of termination, including payment for the period of the 30-day notice. 19. NON-DISCRIMINATION | . No person shall be excluded from participating in, be denied the proceeds of, or.bé 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) The Contractor covenants that it has no interest and will not acquire any interest, direct . or indirect, which would conflict m any manner or degree with the performance of services required to be performed under this Contract. (b) The 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, 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, 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 this 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 of the Virgin Islands. POSODOE TIP —4- Contract No, Contractor's [nitials: : MOF RFP-005-T-2019 (P) 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 Department of Property & Procurement Sub Base, Building No. 1 St. Thomas, Virgin Islands 00802. Racquel Berry-Benjamin,.Commissioner: Department of Education No. 1834 Kongens Gade: St. Thomas, Virgin Islands 00802-6746 CONTRACTOR: — Raymond J. Fry, ED.D President & CEO identiMetrics 400 York Road Suite 200 Jenkintown, PA 19046 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 Virgin Islands Code; (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations; and 24. FALSE CLAIMS The Contractor warrants that it shall not, with respect to this Contract, make or présent any claim upon or against the Goyernment, or any officer, department, board, commission, or other agency of the Government. of the Virgin Islands, knowing such claim to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offense under Virgin Islands law. 25. NOTICE OF FEDERAL FUNDING The 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. The Contractor acknowledges that making such a false, fictitious, or fraudulent claim. is a federal offense. 26. 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 it subcontractors with the current “LIST PO eo -5- ‘Contract No. RFP-005~T-2019 (P) 17 . (P) Contractor’s Initials : x ET19 EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT.” In the event the Contractor or 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. 27. LIABILITY INSURANCE . The 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 tot eh 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 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, PROFSSSIONAL. LIABILITY: Professional liability insurance, in a form acceptable to the Government, which covers the services 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 of coverage. . 28.. BILLING PROCEDURES and PAYMENT The Government will pay Contractor upon receipt of properly completed invoices that shall describe and document to the Government’s satisfaction, and shall contain information, including but not limited to, the period of services coveréd by the invoice, description of the services performed, and the amount of fees in.accordance with the compensation schedule in ADDENDUM II attached hereto and made‘a part of this Contract. Each invoice must be.accompanied by applicable supporting documents, including but not limited to any reports/results due for the applicable invoice period. Payment shall be considered timely if: made by the Government within sixty (60) days after receipt of properly completed invoices, and verification that the services invoiced were provided in accordance with the Contract and all applicable federal and local laws.and regulations, including all applicable policies, rules, and procedures. pertaining to this Contract or the services provided hereunder. Payment shall-be sent to the address designated by the Contractor. The Government may, at its sole discretion, withhold payments claimed by the Contractor for services rendered if the: Contractor fails to satisfactorily comply with: any term or condition of this Contract. No payments. in advance or in-anticipation of services or supplies to be provided under-this Contract shall be. made by the Government. 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 but not limited to. war, terrorist acts, riot, strikes, fire, earthquakes, hurricanes, floods, or any act of God. POSQDOETI9 ~6—- Contract No. RFP-005-T~2019(P) . Contractor’s Initials : OF f- 30. DEFAULT AND FAILURE TO PERFORM In the event of any failure or refusal of the Contractor to perform its obligations under this Contract, except as defined in Paragraph 29, all costs, charges, and éxpenses that the Government ‘suffers shall be.a part of the damages to ‘be paid by the Contractor to the Government, as.a result of such failure or refusal to perform 31. SEVERABILITY 7 Tf any of the provisions of this contract are determined to be invalid, such invalidity shall not affect or impair the validity of the other provisions, which shall be considered severable and shall ‘remain in full force-and effect. 32. OTHER PROVISIONS © . Addendum I, Addendum II, Addendum III, and the Contractor’s eligibility documents are attached hereto, and. made‘a part of this Contract and are incorporated herein by reference. [THIS SECTION LEFT BLANK INTENTIONALLY] PQr 9 ~T~ Contract No. P 0 Q 0 D 0 E T \ ° Contractor’s Initials : AOE RFP-005-T-2019(P) IN WITNESS WHEREOF, the parties intending to be legally bound have hereunto set their hands on the day and year first above written WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Capella cali cque Berry'Benjantin\ Date Pace ommi ioner DEPARTMENT OF EDUCATION shite bb — Lass Anthon D. Thomas Date 7 Commissioner DEPARTMENT OF PROPERTY AND PROCUREMENT CONTRACTOR identiMetrics, Inc Uff Pane Hac D yo , Glar/2o! 7 Raymon Fry, E Dat Presiden CEO Sage a lione APPROVED a = im Youlr9 HONORABL ERT YAN, JR Date GOVERNOR OF THE VIRGIN ISLANDS APPROVED FOR LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE \y « WALA ED it n NANC, ac AN ive) Date , Account Code No Purchase Order No POSODOE TIS _g- Contract No. Contractor’s Initials ———