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coNTRAG FOR PROFESSIONAL SERVICES THIS AGREEMENT is ‘made this. 92,4 day of Ni 201%) j in.the Territory of the. Virgin Islands, by and between the Government of the Virgin islands, Department of Pro erty and Procurement, on behalf of the Virgin Islands Energy Office (VIEO), (hereinafter referred to as "Government’) and JDM Associates, LLC 6501 Red Hook Plaza, Suite 201, St. Thomas, V! 00802 (hereinafter referred to as "Contracior’).. WITNESSETH: WHEREAS, the Government is in need of the services.of a Contractor to create the Energy Benchmarking and Efficiency Pilot Program (RFP-01 4-17(P)) to achieve the goals of greater efficiency and better data collection of energy use in buildings in the Virgin Islands, which duties and responsibilities are more particularly described in Addendum | {Scope of Work} attached hereto; and WHEREAS, the Contractor represents that it is willing and capable of providing such services; _ 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 | (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 shail terminate one year after the.date of execution by the Governor. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum! (Scope of Work), agrees to pay Contractor the sum of TWO HUNDRED SIXTY-FOUR THOUSAND DOLLARS ($264,000) in accordance with the provisions set forth in Addendum Ii (Compensation) attached hereto and made a part of this contract. 4, TRAVEL EXPENSES . . . Included within 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 fo this Contract, however, said costs and expenses shall not exceed TWO THOUSAND AND SEVENTY-TWO DOLLARS {$2,072.00}. 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 fo 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 from 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. PO2Z3VEQT] &G). Professional Services Contract GVI ~ VIEO — JDM Associates Page | 2 -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 but not limited to unemployment insurance and social security faxes for Coniractor, its servants, agents or independent contractors. 9, COORDINATORS: . . The VIEO reserves the right to designate and re-designate individuals to coordinate the work on its behalf under this Agreement. The VIEO designates the following individual in this capacity: Jozeite J. Walker Deputy Director Virgin Islands Energy Office 4101 Mars Hill Frederiksted, VI 00840 Contractor has the authority to designate and re-designate an individual to coordinate the work on its behalf under this Agreement, provided notice is given to the VIEO. The Contractor designates the following individual(s) in this capacity: John Klein Co-Principat JDM Associates, LLC 6501 Red Hook Plaza, Suite 201 St. Thomas, VI 00802 10. ASSIGNMENT . . The Contractor shall not subcontract or assign any part of the services under this. Contract without the prior written consent of the Government. 11. INDEMNIFICATION 7 . 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 attomey’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. 12, INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor and nothing herein contained shal! be construed to be inconsistent-with this relationship or status. 13. GOVERNING LAW This Contract shall be governed by the faws of the United States Virgin Islands. and jurisdiction shall remain in the. United States Virgin Islands. PQ 23 y CSVEOTI@ — paviced 08/08/17 (RFP-014-17(P) (Contract Number) a) Ce? Professional Services Contract. GVI ~ VIEO- JDM Associates Page | 3- 14, WAIVERS AND AMENDMENTS No. waiver, modification or amendment of any term, condition or provision of this Contract shal} 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. 15. ENTIRE AGREEMENT . . . This Contract constitutes the entire agreement of the parties relating to the subject matter addressed herein. This Contract supersedes all prior communications, contracts, or agreemenis between the parties with respect to the subject. matter addressed in this Contract, whether written or oral. 16. 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 Joss 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 if 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 cartier, if applicable in the event that such contest is not successful. 17. CONDITION PRECEDENT | This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. 18. TERMINATION Either party will have the right to terminate this Contract with or without cause on 30 days’ written notice to the other party specifying the date of termination. 19, 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. 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. fo receive payment for services provided to the date of termination, including payment for the period of the 30-day notice, 20. NON-DISCRIMINATION | No person shall.be excluded from 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. 21. 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. POZ3SVEOTI8 Revised 08/08/17. (RFP-014-17(P) (Contract Number} Q Professional Services Contract GVI - VIEO — JDM Associates Page | 4 (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 offi cial; 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, . pertaininig to conflicts of interest, including the penalties provision set forth in section 1108 thereof; (if) not made, negotiated or influenced this Contract, in its official capacity; (ii) no financial interest in the Contract‘as that term is-defined in section 1101(1) of said Code chapter. 22. EFFECTIVE DATE The effective date of this Contract shall be the day of execution of the Contract by the Governor. 23. 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 Lloyd T. Bough, Jr. Commissioner Department of Property and Procurement Sub Base, Building No. 1, Third Floor St. Thomas, VI 00802 Elmo.D. Roebuck Jr., Director Virgin islands Energy Office. 4605 Tutu. Park Mall, Suite #231 St. Thomas, VI 00802 CONTRACTOR John Klein Go-Principal/CEO JDM Associates LLC 6501 Red Hook Plaza, Suite 201 St. Thomas, V/] 00802: 24, 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. 25. OTHER PROVISIONS . Addenda and exhibits attached hereto are a part of this Contract and are incorporated herein by reference. , POZ3VEQTL8 Revised 08/08(17 (RFP-014-17(P) (Contract Number) “~ y» Xe Professional Services Contract GV] - VIEO - JDM Associates Page } 6 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 shalt fumish 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. 27. 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 offi icer 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 is an offense under Virgin Islands law. 28. 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, fi ctitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. PO23y EQT18 Revised 05/08/17 (Contract Number) G. (RFP-014-17(P) Professional Services Contract GVI ~VIEO - JDM Associates Page {6 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS —sfage | wh A | fulis Elmo D ioebuck J Jr, Director Date Virgin Istands Energy Office ls | fod Zahn Lloyd T. Bough, Jr., Commissioner Depariment of Property and Procurement John} in, Co-Principal and CEO Date ! . QM Associates, LLC (Corporate seal, if Contractor is a corporation) “\/ LAW Date:_ f\ ¥- 23-1 Kenneth E. Mapp . . GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY | DEPARTMENT OF JUSTICE BYSphilauy@ “Drip 2 fmDate 03/03/1. Hasse Weary Gerd T 7 PURCHASE ORDER NO. CERTIFICATE OF APPROVAL . . | hereby certify that this is ‘a true and exact copy of Coniract'No. [CONTRACT NO] entered into. between the Department of Property and Procurement and JDM Associates, LLC. POZ3VE0TIE Revised 08/08/17 (RFP-014-17(P) (Contract Number) <) Be >>