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OPCMR AMENDMENT No.11 OF PROFESSIONAL SERVICES CONTRACT TillS AGREEMENT is made this day of — , 2022 in the Territory of the Virgin Islands. by and between the Government of the Virgin Islaiids, Department of Properly atid Procurement, on behalf of the Department of Education. 1 834 Kongens Gade, St. Thomas. LI .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 “(oiitiactor’). Government and Contractor are collectively referred to as the “Parties’’. Both parties witneSs to being duly authorized to execute this agreement and vi1l attest accordingly when and where necessary. WITNESS FT II WHEREAS, pursuant to Con I tact No. P007 l)OET2() approved by the (lovernor on October 31, 201 and its Ainetidmetit No. I PO38DOET2O approved by the ( iovernor on vlarch I (,, 2020 (which constitutes and is hereinafter referred to as the ‘Contract’’), the Government contracted with Contractor to furnish pupil transportation for its regular education schedules and summer schedules to and from public schools and designated points on the island of St. iThomas and other events and or activities; and WI IEREAS, the Contract expires pursuant to its terms on September 30. 2024; and NO’s THEREFORE, for mutual and valuable consideration, the receipt and sufficiency ot’ winch is hereby acknowledged, the patties hereto agree as follows: TERMS ANI) CONDI’l’IONS Addendum 111 “Provisions from 2 CFR 200 Appendix 11” is added to the Contract. 2. Paragraph 22. Notice is amended to state the following: “Any notice required to be given by the lenus of this Contract shall be deemed to have been less given when the same is sent by certified mail, postage prepaid of personally delivered, address to the parties as follows: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement Contact No. __________________ lititia Is: Amcnk P0381)0ET22 Amends I’Ou7DOlir20 ) 11th August P145DOET22 8201 Sub Base, 3rd Floor Suite 4 St. Thomas Virtin Islands 00802 Victor Somme III Acting Commissioner Depart ment of Ed neat ion 1834 Kongens (lade St. Thomas, U.S. Virgin Islands 00802 C ( ) Ni’ RA CI OR Raymond A. Francis President School B usmnm, I ic. P0 Box 7224 St. Thomas, U .S. V irin Islands 00801’’ 0 PC MR 3. Except as expressly amended in this Amendment, all tenus of’ the Contract and Amendment I remain in lull force and effect 4. This Amendment is subject to the approval of the Governor 01 the Virgin I slands and to the appropriation and availability of funds. 5. FACSIMILE, ELECTRONIC & 1)IGITAI. SIGNATURES A i’acsimile, electronic or digital signal ore umi this Contract shall be deemed an ongina I and bind big upon the Part es hereto. I’FI-ILS AREA IS INTENTIONALLY LEFT BLANKI Contract No. _______________ ,\mcnds PO3XD()E’l’22 Aniends P007 DOlc [20 [nitials: P145DOET22 OPCMR IN VITNESS WHEREOF, the Parties have hereunto set their hands on the day and year lust above written. WFI’NESSES: GOVERNMENT OF THE VIRGIN ISLANDS ‘Victor Somme III. Actinu Commissioner Department ol Education ___ b AntImnVFhomas, (‘ommissioner I )epartinent of Property’ & Procurement 8/8/2022 1)ate Vl’I’I’SSES I44 &c: TIct4f S (O’[RAC’I’OR rincisdent School I3usjiu., Inc. 7/; ate APPROVED: I lonorable Albert Br’an Jr. GOVERNOR OF THE VIRGIN ISLANDS Date: APPROVED AS TO I’URCHASE ORDER NO. C’ontract No. ______________________________ Amends [‘O3tDOET22 Amends PDO7DOET2O 3 Initials: /1 A/e A’ 7/25/2022 I )ate 8-11-22 P145DOET22 CONTRACT FOR PROFESSIONAL SERVICES THTS AGREEMENT is made this 1St day of October , 2019 in the Territory of the Virgin Islands, by and betweeft the Goverimient of the Virgin Islands, Department of Property and Piocui ement, on behall otthe Depaitment of Educalion, 1834 Kongens G’tde, St Thomas, U.S. Virgin Islands 00802 (hereinafter referred to as “Department” or “Government”) and School Busing, mc, Bovoni 32-2, St Thomas, U S Virgin Islands 00802 (heiemafter ieferred to as ‘Contractor’t). 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 school aged children in the Virgin Islands; and WHEREAS the Go eminent is in nccd of the services of a Contraetoi to furnish pupil transportation for its regular education schedules and summer schedules to and from public schools and dusignatcd points on the island of St Thomas and othet events andJom activities which duties and iesponsibilities ame more particulaily desenbed in Addendum I (Scope of Sen ices) attached hereto; and WHEREAS, the Contractor was selected in accordance with 3 1 V.I.C. § 239(a)(8); and ‘V1-IFJREAS, 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 he legally hound by this written instrument, the parties hereto do covenant and agree as follows: 1 SERVICES The Contiaetoi ;sill providc the scrviccs dcscmihcd in Addcndum [(Scope ot Services) attached hereto and made a pail of this Contract. 2. TERM Upon c\ecutiou ot this Conti act by the Goveinot of the U S Viigin Islands the Contiact shall he effective for a Term beginning from October 1 2019 to Septcmber 30, 2024 subject to the appropriation and availability of funds. 3.COMPENSATION The Gmernment in consideiation of the satisfactoty pemfoirnance of the sen ices described in Addendum I (Scope of Services), agrees to pay Contractor the sum of FOURTEEN MILLION, SIX HUNDRED SEVENTY-FIVE THOUSAND, TWO HUNDRED EIGHfl-THREE DOLLARS AND SIXTY CENTS (S 14,675,283.60). in accordance with the provisions set forth iii Addendum H (Conipensatibn attached hereto and made a part of this cpntract. Coniract No. Contractor’s Initials: ____________ flfl7DOETZO 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Govbmment agiees to pay documented transportation, subsistencc, 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 (S N/A). 5. RECORDS The Contiac,toi when applicable, will piesent documented precise iecoids of time and/oi money expended under this Contract. 6. PROFESSIONAL STANDARDS The Contiactoi agrees to maintain the pioftssional slandaids applicable to its piofessIon and to consultants doing business iii the United States Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials, programs, printouts and memoranda of tvei y desu Lption derived thci ufroni and pci taming to this Conti art shalt become the proptrty of the Government and shall be turned over to it at the termination of this Contract. The above described materials shall not he used ly 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, agOnts, or indepcn&nt contiactot or in any other capacity whatsoever, oi 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 imemployment insurance, gross iccLipt excisc and social scuurity taxes foi Contractoi, its servants agents oi 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. INDEMN{FJCATION Contractor agrees to indemnify, defend and hold harmless Governmcnt from and against any and all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (including attorney’s fees) and causes of actionS of whatsoever character which Government may incur, sustain oi he subjected to, arising out of or in any way connected to the sei vices to be peifornied by Contractor under this: Contract and arising from any cause, except: the sole negligence of Government. 7 I ConiracL No. j I Couiractor’slnitials; F - N oO7DOE1ZO II. 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 tile United States Virgin Islands, 13. WAIVERS AND AMENDMENTS No waivei, modification m amendment of any term, condition, or provision of this Conti act shall he valid or of any force or effect unless made in writing, signed by the patties hereto or their duly authoi ized reptesentatives, and specifying with particulai it> the nature and extent of such waivei modification or amendment. Any such waiver, modification or amendment in any instance or instances shall in no event be consuned to be a genetal aivei, modification oi amendment of any of the teims, conditions oi provisions of this Contiact but thc same shall he strictly limited and restricted to the extent and occasion specified in such signed vdting or writings. 14. ENTIRE AGREEMENT This agiecmeiit eoflstLtUtes the entue agteernent of the parties ielatmg to the subject rn9tter addressed in this Agreement. This agreement supersedes all prior coninmnications, contracts, or agi euments hr tween the pai ties with iespcct to the subjct mattei iddi essed in this agreement whether written or oral. 15. RIGHT TO WITHHOLD Ifwork under this Contract is nOt performed in accordOnee with the temi hereof,GovOmnient 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 arisingtherefrom, and, at its option Government may apply such sums in such manner as Government may deem piopei 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 satistactoiy assnianee to Government that such claims will be paid by Contiaetoi ot its insuianec carrier, if applicable in the event that such contest is not successful. 16. CONDITION PRECEDENT This Contiact shall be suhj ect to the availability and appropi tation of funds and to the appi oval of the Governor of the U.S. Virgin Islands. 17.TERMINATION Eithei paity will havc the iight to teiminate this Conti act with ci without cause on tort> five (45) days written notice to the other party specifying the date oftennination. 3 Contract No. 0 0 7 D 0 E 1 Contractor’s Initials: ________ 18. PARTIAL TERMINAUON The performance of work tinder this Contract may be terminated by the Government, in part, whenever the Government shall deem such tern.iination 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 termination becomes effective. The Contractor shall be entitled to receive payment for services provided to the date oftermination, 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 proceech 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 tinder this Contract. (b) Contractor further covenants that it is: (I) not a territorial officer or employee (Lc., the Governor, Lieutenant Governor, member of the Legislature, or any other elected territorial official; or an officer or employee ot’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 itselfwith the provisions ofTitle 3, Chapter 37 of the Virgin Islands Code, pertaining to conflicts of interest, including thc penalties 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 Cohnact as that term is dcfincd 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 1, 2019 to September 30, 2024. 22. NOTICE Any notice required to be given by the Terms of this Contract shall be deemed to havc 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 A Contract No. COntractor’s Initials: __________ Department of Property and Procurement 8201 Sub Base, 3t’ Floor, Suite 4 St. Thomas Virgin Islands 00802 Racquel Beny-Benjamin Commissioner Department of Education 1834 Kongens Gade St. Thomas, U.S. Virgin Islands 00802 CONTRACTOR Raymond A. Francis President School Busing, Inc. P0 Box 7224 St. Thomas, U.S. Virgin islands 00801 23. LICENSIJRE The Contractor covenants that it has: (a) obtained all ot the applwhle licenses ot permits permanent tempoiaiy 01 otherwise as required by Title 27 of the Virgin Islands Code; and (b) fhmiliarized itself with the apptieable 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 iti eligible to receive contract awards using kdura]ly ipprupnated funds md that it has not been suspendcd or debaned flom enteiing into contracts with any federal agency. The Contractor shall include this provision in each of its suheontracts hereunder and shall fimiish its subcontractors with the cunent “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT”. In the event the Contractot 01 any suhcontiactoi InisiLpiusents its eligibility to ieueivc contiat awitds 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 ContraLtol warrants that it shall not, with iespect to this Contiart, make oi present any claim upo i oi against the GoLrnnicnt of the Virgin Islands, oi any officu depaitment, boaid, commission, oi other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fiaudnlcnt chim is an offence undet Vu gin Islands law. S Contract No. p 0 0 7 D 0 E T 2 0 Contractor’s Initials: _________ 26. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in part, by federal fund& 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 coveragesduring the term of this Contract (a) COMMERCiAL GENERAL LIABILITY Commercial general liability insurance, in a fonn acceptable to the Government, on a “per occurrence” basis with a minimum limit otnot less than one million dollais ($1,000,000 00) pci occnnence for death ox peusonal injury and one million dollars ($1,000,000.00) for any one occurrence for property damage lnsuu once polucyes) shall namc the Government of thc Vii gin Islands as thc 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 perlormed undet this Contuact, with policy limits of not less than five hundred thousand dollars and zero cents ($500,000.00) for each occurrence and shall submit the Schedule of Vehicles The Government shall he hsted thereon as a certificate holder. (c) WORKERS’ COMPENSATION: Contractor shall supply cunent coverage under the Government Insurance Fund or other form of coverage. 2$. I3ILUNG PROCEDURES and PAYMENT The Governnientwill pay Contractor upon receipt of properly coilupleted 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 perfonned, and the amount of fees in accordance with the compensation schedule agreed upon by the parties. Each invoice must be accompanied by applicable suppoi ting documents includmg bitt not limited to oi igunal copies of the daily Driver’s log and third party vendor invoices (maintenance). Payment shall he considered timely if made by the Government within thirty (30) days after icccipt ofptopeily cornplcted invoicus and vcnlication th3t the services invoiced’wcie piovidcd in accou dance with the Contiact and all applicable tedetal and local laws and iegulations, including all applicable policies, rtules and procedures pertaining to the Contract otthe services provided hereunder. Payment shall be sent to the address designated by the Contractor. The Government may at its sole discretion, withhold payments claimed by the Conti actor foi services rendered if the Contractor fails to satisfactorily comply with any tenn or condition of the Contract. 6 ConuraciNo. Contractor’s Initials: p0070 GE T2o 29. FORCE MASEURE Neither Patty shall bc liable to the other fbi any dclays oi lailuie to pcrfonn undei this Contiact 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 FAILURE TO PERFORM In the event of any failuie ol relusal of the Contractoi to perform its obligations under this Contiact, except. as defined in Paragraph 29, all costs, charges, and expenses that the Department 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 If any of the provisions of this contract are determined to bc invalid, such invalidity shall not affect 01 impair the validity of the otherpiovisions, which shall be considered seveiable and shall remain in full force and effect, 32. OTHER PROVISIONS Addendum 1, Addendum II, Attachments, and the Contractor’s eligibility documents are attached hereto, made a part of this Contract and are incorporated herein by reference. l.n the event of a conflict between the terms and conditions of the general provisions of the Contract as set out is Sections 1 through 31 of the Contract, and the terms and provisions of any Addenda or Attachment to tIns Contract the terms and conditions of said general provisions of the Contract shall prevail. [INTENTIONALLY LEFT BLANICI 7 Contraci No. nQ700LTZO ___ P ‘) Contracior’s.Iniiials: ___________ IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. Anthony I. Thomas Commissioner / Co RACTOR ,,, Rjviund A. Francis President ,, School Busing, Inc. [)atc 9 /‘i2 APPROVED: (Corporate seal, if Contractor is a corporation) blb van GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFF(ENCY{) DEPARTMENT OF JUSTICE BY: Date: ______________ c Date PURCIIASE ORDER NO. p00? DOE T? Contract No. Contractor’s 1nitiaIs:-” WITNESSES: GO NMENT OF THE VIRGIN ISLANDS Commissioner Department of Education Date Department of Property and Procurement ç /L/ 8 OPCMR AMENDMENT No. I OF PROFESSIONAL SERVICES CONTRACT THIS AGREEMENT is made this I L day nfj c-’J. 201Q in the Territory of the Virgin Islands, by and between (he Government of the Virgin Islands, Department of Property and Procurement, on behalfofthe 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 Contractorare collectively referred to as the ‘Parties”. Both parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESSETH WHEREAS, pursuant to Contract No. POOIDOET2O approved by the Governor on October 31, 2019 (which constitutes and is hereinafter referred to as the “Contract”), the Government contracted with Contractor to furnish pupil transportation for its regular education schedules and summer schedules to and from public schools and designated points on the island of St. Thomas and other events andlor activities which are more particularly described in Addendum 1 (Scope of Services) attached hereto; and WHEREAS, the Contract expires pursuant to its terms on September 30, 2024; and WHEREAS, the re-configuration of schools and locations provoked the Parties to re-assess transportation routes, causing a significant decrease of the mileage traversed per day; and WHEREAS, the adjusted daily mileage and subsequent mileage rate caused a decrease in the Contract’s total compensation by Two Hundred Eighty-Two Thousand) Three Hundred Forty- Eight Dollars and Sixty Cents ($282,348.60); and WHEREAS, the amendment of the Contract pursuant to this Amendment of Professional Services Contract shall not result in any change to the Scope ofServices outlined in this Contract’s Addendum 1; and NOW ThEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged1 the parties hereto agree as follows: TERMS AND CONDITIONS , I. Paragraph No. 3 — Total Contract compensation is hereby amended and decreased by Two 4f’ Hundred Eighty-Two Thousand, Three Hundred Forty-Eight Dollars and Sixty Cents ($282,348.60) for a new total amount not to exceed Fourteen Million, Three Hundred Amends Contract No. ___ Initials: POO7DOET2O P38 DOE T 20 OPCMR Ninety Two Thousand, Nine Hundred Thirty Five and Zero Cents ($14,392,935.00) by deleting all of the existing language contained therein and replacing it with new language as follows: “The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services) agrees to pay Contractor the sum not to exceed Fourteen Million, Three Hçndred Ninety-Two Thousand, Nine Hundred Thirty FIve Dollars and Zero Cents ($14,392,935.00) in accordance with the provisions set forth in Amended Addefldum II (Compensation) attached hereto and made a part of this Contract.” 2. Addendum I of the Contract is revised by amending Page 16, Section C: Driver Regulations, No, 6 by deleting all of the existing language contained therein and replacing it with new language as follows: “The Contractor shall acquire the services ofan independent drug tester to conduct periodic random alcohol/drug testing for its drivers during the life of the Contract and shall upon request provide proof that such testing was conducted to the Department.” 3. Addendum II of the Contract is revised by deleting all terms contained therein and inserting in lieu thereof all of the terms contained in the new Addendum IL attached hereto as Exhibit “A”. 4. This Amendment is subject to the approval of the Governor of the Virgin Islands and to the appropriation and availability of ftmds, 5. Except as expressly amended in this Amendment, all terms of the Contract remain in full force and effect. ITHIS AREA IS iNTENTIONALLY LEVI BLANK) Amends Contract No. _____ Inhials: P00700ET20 P 0 3800 E T 2 0 .‘J yr OPCMR IN WITNESS WHEREOF, the Panics have hereunto set their hands on flit day and year first above written, WITNESSES: GOVERNLMENT OF THE VIRGIN ISLANDS 0212812020 Daic ale APPROVED: Honorable Albert Brian Jr. GOVERNOROFTJ-lE VIRGTN ISLANDS Date’ 3-16-2020 Date44H PURCHASE ORDER NO. •_ Conirat Nu, - — Amends PIM) 7DOrtio / lrl’I?als. CONT7CTOR ‘ ,n2tcea R ‘6 oñd A, Praiicis President thou) Busing, Inc. p 38 DOE T 20