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CONTRACT FOR PROFESSIONAL SERVICES BY AND BETWEEN GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT ‘On BEHALF OF DEPARTMENT OF HEALTH AND CMA INTERNATIONAL ARCHITECTS & ENGINEERS, PSC THIS AGREEMENT is made this ser day of J Vn€. ,20 2 ©), 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 Virgin Islands Department Health (hereinafter referred to as “Government") and CMA International Architects & Engineers, PSC, of 1509 F.D. Roosevelt Ave. Guaynabo, PR 00968-2612 (hereinafter referred to as "Contractor") WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide Engineering Design Services for a Temporary Parking Lot at the Charles Harwood Complex Modular Campus on St. Croix, US Virgin Islands which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Government solicited the services under RFP No-033-C-2018 (P); 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 I (Scope of Services) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE This Contract shall commence upon the execution of this Contract by the Commissioner of the Department of Property and Procurement and shall terminate five (5) months thereafter. 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 One Hundred Nineteen Thousand Two Hundred Sixty and 00/100 Dollars ($119,260.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. , i REP No 033.C 2018 (P) Contractor's Initials KAN Contract No : PQ 63D0H 720 Professional Services Contract 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrecs to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. [hese costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shal! not exceed NA ($NA). §. 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 materiais, programs, printouts and memoranda of every description derived therefrom and pertaining to this Contract shall become the proporty 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 entily except upon the written permission of the Government. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construcd to unpose any hability upon the Government to persons, firms, associations, or corporations cngaged by Contractor as servants, agents, or independent contractors, or in any other capacity whatsoover, or make Government liable to any such persons, firms «associations, or corporations for the acts, omissions, habilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to unomployment insurance, gross receipt, excise, and social security taxes for Contractor, its scrvants, 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. RIP No. 033-C-2018 (P) . Contractor's Initials. ban/ Contract No PO 63D0H 729 Professtonal Sarvices Contract Betwean Governmont of the Vi and CMA Interriational Architects & Engineers PSC 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 ansing from any cause attributable to CMA, except the sole negligence of Government. i]. 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 o# 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 subycct matter addressed in this agreoment. This Agreement supersedes all prior communications, contracts, or agroements between the partics with respect to the subject matte: addressed in this Agreement, whether written or oral. : 1S. 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 duc to Contractor, such sums as Government may decm 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 dcem proper to secure itself or to satisfy such claims, ’ RFP No. 033-C-2018 (P) Contractor's Initials pan’ Contract No * PQ63D0HT20 ‘Between Government of the VI and CMA international Architects & Engineers PSC. 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 Commissioner of the Department of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on fourteen (14) 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 fourteen (14) 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 shal] be entitled to receive payment for services provided to the date of termination, including payment for the period of the fourteen (14) 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 services required to be performed under this Contract. (b) Contractor further covenants that it is: (1) — 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 ona salary, fee or contractual basis); or (2) a territorial officer or employee and, as such, has: Professional Services Contract Between Government of the VI and CMA international Architects & Engineers PSC (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 Commissioner of the Department of Property and Procurement. 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, MBA Commissioner Department of Property and Procurement 3274 Estate Richmond . St. Croix, VI 00820 Justa Encarnacion, RN. BSN, MBA/HCM Commissioner Virgin Islands Department of Health 3500 Estate Richmond, Christiansted, St. Croix, VI 00820 CONTRACTOR CMA International Architects & Engineers, PSC Ariel Vera Beveraggi 1509 F.D. Roosevelt Ave Guaynabo, PR 00968-2612, 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 V.irgin Islands Code; and « RFP No 034-C 018 (P) Contepetoi’s Initinls p/ Contrast No P063D0H T20 Professional Services Contract , Between Government of the Vi ond CMA International Architects & Engineers PSC (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 24. OTHER PROVISIONS Addenda | and 11 attached hereto are a part of this Contract and are incorporated herein by reference 25. DEBARMENT CERTIFICATION By extcution of this Contract, the Contractor certifies that it is chgible 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 reccive 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 o1 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 is an offence under Virgin Islands law. 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 shal! maintain the following insurance coverages during the term of this Contract: 1. PUBLIC LIABILITY: The Contractor shall have in place public hability insurance and other insurance necessary as requested in the proposal package. Insurance Policy(ies) shall name the Government of the Virgin Islands as “Additional insured.” The Public Liability insurance shall have a minimum limit of not less than One Hundred Thousand ($100,000.00) for any one occurrence for death or personal injury and One Iundred Thousand ($100,000.00) dollars for any one occurrence for property damage 6 { RIP No. 033-C-2018 (P) Contractor's Initials hon Contract No PQ 63D0HT20 Professional Services Contract Between Government of the VI ond CMA International Architects & Engineers PSC 2 WORKFRS’ COMPFNSATION Contractor shall maintain have in place a certificate providing that the firms and agents are covered by Workers Compensation Employee's Liability 3. PROFESSIONAL LIABILITY: The Contractor shall have in place professional liability insurance error and omission insurance. Insurance Policy(ies) shall name the Government of the Virgin Islands as a ‘certificate holder” Ihe Professional Liability insurance shall have a minimum limit of not less than One Million dollars ($1,000,000.00) (THE REMAINDER OF THIS PAGE IS INFENTIONALLY LEFT BLANK] RFP No. 033-C-2018 (P) ; Contractor's Initials key cre 63 DOH T20 Professional Services Contract Between Government of the VI and CMA International Architects & Engineers PSC IN WITNESS WHEREOF, tho parties a above written. WITN RS: Go MENT OF THE VIRGIN ISLANDS ia pp aS Der Virgin islends Department of saa Ci) 6/23/2020 phd dt An Thomas, Cotreran— Date ee. Department of Property and Proourement ONTRA DR fi Sy ae wr GMA fi s& (Corporate if Contractar is 0 aan APPROVED AS TO LEGAL SUFFI ae CY, DEPARTMENT OF JUSTICE BY: (Qal, PURCHASE ORDER NO. . RFP No GConjrasior’s inulnls ye Comract kg C. 2016 (P) P063D0HT20. ——_