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12th November Amendment No. 1 to as renewed by Renewal Option No. 1 11/12/2024 Amendment No. 1 to as renewed by Renewal Option No. 1 10/31/2024 Amendment No. 1 to as renewed by Renewal Option No. 1 Contract No. P047DOAT21 is dated February 18, 2021. 12/8/2023 Renewal Option to P047DOAT21 Professional Services Contract between GVI, VIDA and Boschulte Architecture, LLC CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this_1 t day of _ebr ary 20921 , 2020, 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 of Agriculture (hereinafter referred to as "Government") and Boschulte Architecture, LLC (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide Architectural and Engineering (A/E) Services for the construction of an Administrative Building in the St. Croix District 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-009-C-2020 (P); 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 AND EFFECTIVE DATE This Contract shall be effective upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement and shall terminate three (3) years thereafter. The Government, in its sole discretion, shall have the option to renew this Contract for a period of up to two (2) additional one-year terms 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 of the services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Two Hundred Fifty Thousand One Hundred Ninety Dollars and Zero Cents ($250,190.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. RFP No. 009-C-2020 (P) Contractor’s Initials: te Contract No. PO47DOAT21 1 Professional Services Contract between GVI, VIDA and Boschulte Architecture, LLC 4, TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ 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 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 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 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, 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 without the prior written consent of the Government. RFP No. 009-C-2020 (P) Contractor’s Initials: to. Contract No. PO047DOAT21 2 Professional Services Contract between GVI, VIDA and Boschulte Architecture, LLC 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 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. 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 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 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. RFP No. 009-C-2020 (P) Contractor’s Initials: KG ) Contract No. PO47DOAT21 3 Professional Services Contract between GVI, VIDA and Boschulte Architecture, LLC 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 thirty (30) calendar 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 seven (7) calendar 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 shall be entitled to receive payment for services provided to the date of termination, including payment for the period of the seven (7) days’ 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.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: RFP No. 009-C-2020 (P) Contractor’s Initials: 46. Contract No. P047DOAT21 4 Professional Services Contract between GVI, VIDA and Boschulte Architecture, LLC (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; and (ili) no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. 21. 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 CONTRACTOR Anthony D. Thomas Jeffrey Boschulte Commissioner Managing Member Department of Property and Procurement Boschulte Architecture, LLC 8201 Sub Base, Suite 4 41-42 Kongens Gade, St. Thomas, VI 00802 St. Thomas Virgin Islands 00802 PO Box 303190 St. Thomas, VI 00803 Positive T. A. Nelson Commissioner Department of Agriculture #1 Estate, Lower Love RR 1 Box 10345 Kingshill, VI 00850 22. 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. 23. OTHER PROVISIONS Addenda I, II and III attached hereto are a part of this Contract and are incorporated herein by reference. RFP No. 009-C-2020 (P) Contractor’s Initials: 4 Contract No. _P047DOAT21 5 Professional Services Contract between GVI, VIDA and Boschulte Architecture, LLC 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, or fraudulent claim is an offence under Virgin Islands law. 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 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 Contractor shall maintain the following insurance coverages during the term of this Contract (a) Commercial General Liability Insurance: i. Respondent shall carry comprehensive general liability on an occurrence form with no “x, c, or uw” exclusions with the following minimum limits: 1. Each occurrence-$1,000,000.00 Damage to rented premises-$50,000.00 Medical Expenses-$5,000.00 Personal & Adv Injury-$1,000,000.00 General Aggregate-$2,000,000.00 Products-Completed Ops. Aggregate-$2,000,000.00 PA qe be be il. General Aggregate shall apply on a policy basis. iii. Respondent shall provide a Certificate of Insurance reflecting required coverage. RFP No, 009-C-2020 (P) Contractor’s Initials: cm Contract No. P047DOAT21 6 Professional Services Contract between GVI, VIDA and Boschulte Architecture, LLC (b) Professional Liability Insurance: iv. Respondent shall carry comprehensive general liability with the following minimum limits: a. $500,000 - Each claim Limit of Liability (including claim expenses). b. $1,000,000 - Aggregate Limit of Liability per policy year (including claim expenses). c. $500,000 - Each design defect circumstance Limit of Liability per policy year. d. $1,000,000 - Aggregate design defect circumstance Limit of Liability per policy year. e. $500,000 - Each claim death or disability and non-practicing extended reporting period Limit of Liability (including claim expenses). f. $1,000,000 - Aggregate death or disability and non-practicing extended reporting period Limit of Liability (including claim expenses). Vv. Respondent shall provide a Certificate of Insurance reflecting required coverage. (c) Commercial Automobile Liability (when applicable): Vi. Respondent shall carry automobile liability insurance, including all owned, non- owned, scheduled, and hired autos with the following minimum limits and coverage: 1. Combined Single Limit - $1,000,000.00 vii. | Respondent shall provide a Certificate of Insurance reflecting required coverage. (d) Workers’ Compensation: viii. Respondent will provide a Certificate of Insurance reflecting the required coverage by Virgin Islands law. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: Grab), MENT OF THE VIRGIN ISLANDS Satie V [on L/10 f 02/ ositive T. A. Nelson Commissioner Date Virgin Islands Department of Agriculture [7 Anthony D. Thomas, Commissioner Date Department of Property and Procurement RFP No. 009-C-2020 (P) Contractor’s Initials: 4 , ) Contract No. P047DOAT21 7 Professional Services Contract between GVI, VIDA and Boschulte Architecture, LLC sy pl CONTRACTOR Wi, ; CL 02/05/2021 Jeffrey Boschulte, Managing Member Date Boschulte Architecture, LLC (Corporate seal if ~ is a corporation) APPROVED AS TO LEGAL SUFFICE Ps } Ye DEPARTMENT OF JUSTICE BY: PU te_2/18/2021 Assistant PULL Genera PURCHASE ORDER NO. RFP No. 009-C-2020 (P) Contractor’ s Initials: i 4 Contract No. P047DOAT21 8