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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this__1st_ day of __ October _, 2019 in the Territory of the Virgin Islands, by and between the Government of the Virgiii Istands, Department of Property and Procurement, on behalf of the Department of Education, 1834 Kongens Gade, St. Thomas, U.S. Virgin Islands 00802: (hereinafter referred to-as “Department” or "Government") and School Busing, Inc., Bovoni 32-2, St. Thomas, U.S. Virgin Islands 00802. (hereinafter referred to as "Contractor"). Government and Contractor are collectively referred to: as the “Parties”. WITNESSETH: WHEREAS, Pursuant to 17 V.I.C.. §101 and 102, the Commissioner of Education. is authorized to prescribe rules and regulations towards applying for free transportation for schoo! aged children in the Virgin Islands; and WHEREAS, the Government is in need of the services of a Contractor to furnish pupil ‘transportation for.its regular education schedules and summer schedules to and from public schools aid designated points on the island of St. Thomas, and other events-and/or activities which duties and responsibilities -are more particularly, described in Addendum T (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.LC. § 239(a}(8);.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 | Upon execution of this Contract by the Governor of the U.S. Virgin Islands the Contract shall be effective for a Term beginning from October 1, 2019 to September 30, 2024 subject to the appropriation and availability of funds. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services: described in Addendum I (Scope of Services), agrees to pay Contractor the sum of FOURTEEN MILLION, SIX HUNDRED SEVENTY-FIVE THOUSAND, TWO HUNDRED EIGHTY-THREE. DOLLARS AND SIXTY CENTS ($14,675,283.60). ii accordance with the’ provisions set forth: in Addendtm [1 (Compensation) attached hereto and made.a part of this contract. Contract No, Wh ‘Contractér’s Initials: ahOPDOE T20 4, TRAVEL EXPENSES inclusive of the compensation for services as. specified in Paragraph 3. (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging arid other travel expenses, while in travel status, fortrips which have been authorized.in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as. is. applicable to non-centract employees. of the Government, or as agreed to by an addendum to this. Contract, however, said costs and expenses shall not exceed N/A ($ N/A). 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 agrées 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 it at the termination of this Contract. The above described materials shafl 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, obligatioris and taxes of Contractor of whatsoever nature, including but not ‘limited lo unemployment insurance, gross. receipt, excise, and social security taxes for Contractor, its sérvants, 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 indemnify, defend and hold harmless Government from and against any and. all loss, damage, liability, claims,-demands, detriments, costs, charges and expenses (including attorhey’s fecs) and causes of action. of whatsoever character which Government may: incur, sustain or be subjected to, arisinig.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, ‘Contract No. ‘Contractor’s' Initials: Lb ha BOO? DOE T20 11. INDEPENDENT CONTRACTOR The Contractor ‘shall perform this ‘Contract as an independent contractor and tothing herein contained shall be construed to be inconsistent with this relationship or status. 12. GOVERNING LAW This Contract shall be governed by the taws 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 amendmént in any instance or instances shall in no event be construed to be a general waiver, modification or amendiment 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 of the.U.S. Virgin Islands. 17. TERMINATION Either party will have’ the right to termiinate this Contract with or without cause on:forty five (45) days written notice to the other party specifying the date’of termination. Contract No. ff Contractor's Initials: ? Gg POO7DOE T?9 } Fee 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 shail be effected by delivering to the Contractor a Notice of Partial Termination specifyin g 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 shail be entitled to receive payment for services provided to the date of termination, including payment for the period of the thirty (3 0) day notice. 19. NON-DISCRIMINATION | | No person shail be excluded from participating in, be denied. the proceeds: of or ‘be subject to discrimination in the performance. ofthis 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 js: res) not a territorial officer or employee (i.c., 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 penaltics 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 ag that term is defined in section: 1101(1) of said Code ‘chapter. 21. EFFECTIVE DATE . Upon the execution ‘by the Governor, the Contract shall be-effective for the term of October i, 2019 to. September 30, 2024. 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 patties as follows: . Anthony D. Thomas Commissioner Contract No.. Contractor's Initials:. ter Department of Property and Procurement 8201. Sub Base, 3“ Floor, Suite 4 St. Thomas. Virgin Islands 00802 Racquel Berry-Benjamin Commissioner Department of Education 1834 Kongens Gade: St. Thomas, U.S. Virgin Islands 00802 CONTRACTOR Raymond A. Francis President School Busing, Inc. PO Box 7224 St. Thomas, U.S. Virgin Islands 0080! 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; and (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code’ pertaining to professions and occupations. 24. DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that itis. 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™. Inthe 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 of 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, board, commission, or other agency thereof, knowing such claims to be false, fictitious or frauduleit. Contractor acknowledges that making such a false, fictitious or fraudulent. claim is an offence under Virgin Islands law. Contract No. , j f Pp 0 0 if D 0 E T2 0 Contractor’s Initials: f 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 te 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, ina 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) 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) AUTOMOBILE LIABILITY: Automobile 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 five hundred thousand dollars and zero cents ($500,000.00) for each occurrence and shall submit the Schedule of Vehicles. 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 to be submitted monthly. The invoices shall describe and document to the Government’s satisfaction, and shall contain information, including but not limited to, the period of services covered by the invoice, description of the services performed, and the amount of fees in accordance with the compensation schedule agreed upon by the parties. Each invoice must be-accompanied by applicable supporting documents, including but not limited to. original copies of the daily Driver's log and third party vendor invoices (maintenance), Payment shall be considered timely if made by the Government within thirty (30) days after receipt of properly completed invoices, and veriftcation 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 the Contract or the services ptovided 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 the Contract. Contract No. i Contractor’s Initials: POO7DQE T2060 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 mcluding but not limited to. war, terrorist acts; riot, strikes, fire, earthquakes, hurricanes, floods, or any act of God. 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 expenses that the Departiment.suffers shall be a part of the damages to be paid. by the Contractor to the Department, as-a result of such failure or refusal to perform 31. SEVERABILITY oe If 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 shail remain in full force.and effect. 32. OTHER PROVISIONS Addendum I, Addendum II, Attachments, and the Contractor’s eligibility documents are attached hereto, made a part of this Contract and are incorporated ‘herein by reference. In the event of.a conflict between the terms and conditions of the general provisions of the Contract as set out is Sections | through 31 ofthe Contract, and the terms and provisions of any Addenda or Attachment to this Contract, the terms and conditions of said general provisions of the Contract shall prevail. [INTENTIONALLY LEFT BLANK] Contract. No, A P 0 0 f D 9 tC Ve 0 ae a IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GO NMENT OF THE VIRGIN ISLANDS filketn 9 [he f/F acque enjami ate Commissioner Department of Education 2.5 Lopf1e Date Anthony I}. Thomas Commissioner A Department of Property and Procurement CONYFRACTOR ee H Occ Ea Kose R dymond A. Francis President Afhes /4 » C&S») ¢~ School Busing, Inc. (Corporate seal, if Contractor is a corporation) APPROVED: Ar Same, HonordbleAlb an J Date: lof31Ja0/9 GOVERNOR OF THE V ote ed LANDS (\n APPROVED AS TO LEGAL SUFF CIENCY (\ DEPARTMENT OF JUSTICE BY: . Date 4 PURCHASE ORDER NO. Contract No. Contractor’s Initials: pod7doer 729 ZY