USVI Public Records

Document text

CONTRACT FOR. PROFESSIONAL SERVICES THIS AGREEMENT js made this } S fh. day of | ch. , 2019, 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 DEPARTMENT OF EDUCATION, 1834 Kongens Gade, St: Thomas, USVI 00802 (hereinafter referred to as. "Governnient”) and LIFT Eduéation, LLC of 156 Vinings Lake Court, Mableton, GA 30126 (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS, the Government is-in need. 6f the scrvives‘of a Contractor to provide six (6) days of on-site training and twenty (20) days of virtual instruction-to fifteen (15) teachers aspiring to become school administrators i in the St. Croix District;-and WHEREAS, pursuant to Title 31 V.LC. § 236, the services were solicited by the Department of Property and Procurement under Request for Proposal (“RFP”). No, 030-C-2018 (P} for qualified vendors; and WHEREAS, the Contractor was recommended by the Government’s Evaluation. Committee and approved by the Commissioner of Property and Procurement to ‘pr ovide the services particularly described in Addendum I (Scope of Work) attached hereto and made a part ofthis. 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 NOW, THEREFORE, in consideration of the miztua! 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 [stands and shall terminate on: November 30, 2019. REP No. esoca0red) 260 OE C I 2. Contractor’s initials: - / Contract No. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I {Scope of Work), agrees to: pay Contractor the sum of One Hundred Four Thousand Dollars and Zero Cents ($104, ).in accordance with the: provisions set forth in Addendum TI (Compensation) attached heréteahd made a part of this contract. 4. TRAVEL EXPENSES: Inclusive of the. compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel! expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government, These costs. shall be advanced or reimburséd on the same basis as is applicable to non-contract employees of the Government, or as agreed to-by an addendum to this Contract, however, said costs and expenses.shall not exceed N/A (S$ 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 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 imemoranda 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 persoris, firms, associations, or corporations engaged by ‘Contractor as. servants, agents; of independent: contractors, or in any other capacity whatsoever, or make Government liable to any such persons, firms associations, or cor porations for the acts, omissions, liabilitiés, obligations and taxes of Contractor of whatsoever nature, including but not limited to unemployment i insurance and social security taxes for Contractor, its servants,. agents or independent contractors. on RFP No. 030-¢.20% Oy? 6 DO E C f 9. Contvactor’s Initials: 5 ) Contract No.. 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, 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. 41. 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. 12. GOVERNING LAW This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction shalt 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 amendment.in any instance or instances shall in no event be construed to bea 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 ta the extent and accasion. specified i uy 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, contiacts, 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 RFP No, 030-C- 2018PP 0) 2 6 D 0 E C i 9° ‘Contractor’s Initials: we) Contract No. deem ample to protect it against loss or fo 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. PARTEAL 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 terminatioty 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 (30) day notice. 19. 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, 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 sérvices 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 Government or any agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fee or contractual basis); or . a “REP No. 030-G-2018 He 02 6 0 O£ v4 Po 4 Contractor’s Initials: 2 y) Contract No. (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 Costract, in its official capacity; (iii) _no financial interest inthe 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 Desginee Department of Property arid. Procurément 3274 Estate Richmond St. Croix, VI 00820 Raquel Berry~Benjamin. Commissioner Designee Department.of Education 1834 Korigens:Gade. St. Thomas, U.S. Virgin Islands 00802 CONTRACTOR Steven Jones Sole Managing Member. LIFT EDUCATION, LLC 156 Vinings Lake Court Mableton, GA 30126 23. LICENSURE The Contractor coveriants 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 (6) familiarized itself with the applicable provisions of Title 27 of the. ‘Virgin Islands Code pertaining to professions and occupations.. RFP No. 2018.2) 9 26 p 0 E C1 9 Contractor’s Initials: 5) Contract No: 24. 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. 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 fraudulent. Contractor acknowledges that making such a false, fictitious ot fraudulent claim ig an offence under Virgin Islands law. 26. NOTICE OF FEDERAL FUNDING Contractor acknowledges. that this Contract is funded, in. whole ot 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. 27, INSURANCE The Contractor shall provide the Government with proof of General Liability Insurance coverage and Professional Liability Insurance coverage for the entire period of this Contract, The Contractor shal] be insured under each policy in an amount of not less than One Hundred Thousand Dollars and Zero Cents ($100,000.00) for each occurrence. In the event that the Contractor’s existing coverage will expire before the end of the term of this ‘Contract, the Contractor shall provide proof. of the renewal of coverage within ten (10) days after beginning of the new. period of the insurance. The policies shall be‘maintained with insurer(s).and in a form satisfactory-to the Government, and the Corttractor shall submit a Certificate of Liability Insurance and Declaration/Endorsement pages naming the Government as an additional insured-and certificate holder on the commercial General Liability Policy. Contractor shall supply current Worker’s Compensation coverage under the Government Insurance Fund or other form of coverage. 28. BILLING PROCEDURES and PAYMENT: The Department will pay Contractor upon receipt of properly completed invoices that shall describe and document to the Department’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 in ADDENDUM TI attached hereto and made a patt of this RFP No. 030-C-2018¢7) PU ZEDOE 23 f Contractor's Initials; . Contract No. . Contract.. Each invoice must be accompanied by applicable supporting documents, including but not limited to: any reports/resuilts due for the applicable i invoice. period. Payment.shall. be corisidered timely if made by the Department within forty-five (45) 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 Department may, at its sole. discretion; withhold payments: claimed by the Contractor for services.rendered if the Conttactor 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 Department 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. 30. DEFAULT AND FALLURE TO PERFORM: In the event of any failure or reftisal of the Contractor to perform its obligations under this.Contract, except as defined in Paragraph.29, all costs, charges, and ex penses that the Department suffers shall'be a part of the damages to be paid by the:‘Contractor to the Department, asa result.of such failure or refusal to perform 31. SEVERABILITY: If any of the provisions of this ‘contract are determined tobe invalid, such invalidity: shal! not affect or impair the validity of the other provisions, which shal! be considered severable and shail remain in full force and effect. 32. OTHER PROVISIONS. Addenda I and II attached hereto are a part of this Contract and are incorporated herein by reference... — REP No. 030-G- 2018 OD 2 6 D 0 E C 7] 9 ‘Contractor’s Initials: 3. ) Contract No. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS ae Lhe Pyon TE: /9 fiheaied signép T Date y, he NE TUE cf | rer of ducation heel cw, hu Cn Anthony D. Thomas Lis Date ee ee Designee Department of Property and Procurement CON jive IZ\ 19 Steven Jones, Sole Manager Date By . Lift Education, LLC (Corporate seal, if Contractor is a corporation) APPROVED Date dhs |r norable er n, Jr. GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUF DEPARTMENT OF JUSTICE BY ED oo PURCHASE ORDER NO RFP No, 030-C-2018 Contractor’s Initials a Contract No PoZ26D0E C19 CERTIFICATE OF APPROVAL [ hereby certify that this is a true and exact copy of Contract No. entered into between the Department of Property and Procurement and bebe ena Anthony . Thomas Commissioner Designee Department of Property and Procurement RFP No. 030-C-2018 PO ? 6 p 0 E C 1 9 Contractor’s Initials: QD Contract No.