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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT made as of Nae h 2| , 2016 in the Territory of the US. Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Virgin Islands Bureau of Internal Revenue (hereinafter referred to as “Government”) and_Clifford R. Parker, 6750 Summit Drive Milton, FL 32570, U.S.A. (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS, the Bureau of Internal Revenue is in need of programming services, specifically to prepare the computer programs on the AS/400 needed to process tax returns for the 2015 income tax years, and other technological support as needed by the Bureau; 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 this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES The Contractor will provide the services described in Addendum I. POITZIRBT16 Contract No. l-s* 2. TERM This Contract shall commence upon the execution by the Governor of the United States Virgin Islands, and shall terminate THREE HUNDRED SIXTY-FIVE DAYS from the execution by the Governor. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I, agrees to pay the Contractor no more than the sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00), in accordance with the provisions set forth in Addendum II attached. 4, TRAVEL EXPENSES Inclusive in 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 $ - 0- (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 standard applicable to his profession and to consultants doing business in the United States Virgin Islands. Contra Q. 1 2 | R B (a ] 6 CO? Vs DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional material, 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 the 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, independent contractors, or in any other capacity whatsoever, or make the 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 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 approval of the Government. 10. INDEMNIFICATION The Contractor agrees to investigate, 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 the Government may incur, sustain or be subjected to, arising out of or in any way Contract No. connected to the services to be performed by Contractor under this Contract and arising from any cause, except the sole negligence of the 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. Contract No. 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 the Government may deem ample to protect it against loss or to assure payment of claims arising therefrom, and, at its option, the Government may apply such sums in such manner as the Government may deem proper to secure itself or to satisfy such claims. The 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 the Government if and while Contractor gives satisfactory assurance to the Government that such claims will be paid by the 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. 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 Ean a1 Q a8 qT ] 6 terminated on 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 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 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 legislature, 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, 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. sant an 2 | RBT16 21. 22. have been given when the same is sent by certified mail, postage prepaid or personally EFFECTIVE DATE The effective date of this Contract is upon the signature of the Governor. NOTICE Any notice required to be given by the terms of this Contract shall be deemed to delivered, addressed to the parties as follows: 23. Government Contractor LICENSURE Randolph Bennett Commissioner Designee Department of Property and Procurement Sub Base Building #1, Third Floor St. Thomas, Virgin Islands 00802 Marvin L. Pickering, EA, PHR Director Designee VI Bureau of Internal Revenue 6115 Estate Smith Bay — Suite 225 St. Thomas, Virgin Islands 00802 Clifford R. Parker 6750 Summit Drive Milton, FL 32570 The Contractor covenants that he has: a. obtained all of the applicable licenses or permits, temporary or otherwise, as required by Title 27 of the Virgin Islands Code; and b. familiarized himself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. POTZIRBT16 Contract No. Aa 24, DEBARMENT CERTIFICATION By execution of the contract, the contractor certifies that he is eligible to receive contract awards using federally appropriated funds and that he has not been suspended or debarred from entering into contracts with any federal agency. The contractor shall include this provision in each of its sub-contracts hereunder and shall furnish its subcontractors with the current "LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT." In the event that the contractor or sub- contractor misrepresents its eligibility to receive contract awards using federal funds, the contractor or sub-contractor agrees that it shall not be entitled to payment for any work performed under this contract or sub-contract and that the contractor or sub-contractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. If, during the term of this contract, the contractor shall become ineligible to receive contract awards using federal funds, this contract shall be terminated forthwith for cause and the contractor shall not be entitled to payment for any work performed under this contract or subcontract after the effective date of such ineligibility. 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 claim to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is an offense under Virgin Islands law. POTZIPRTI16 Contract No. 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 offense. 27 OTHER PROVISIONS Addendum I, II and III attached hereto are a part of this contract and are incorporated herein by reference. Saskalnek R ; T ] 6 ype 10 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE we = f =>— — - f / Marvin L. Pickering “Date Yen Beg Director Designee ‘VI Bureau of Internal Revenue Luce Lhasl. > asfes Randolph Bennett Date Commissioner Designee Dept. of Property & Procurement _ ) i> Clifford R. Parker Date U Contractor DATE: $-2]-]& KENNETH MAPP GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFF DEPARTMENT OF JUSTICE B a DATE Z L yl Account Code # Miscellaneous Encumbrance Document (MED) CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of Contract No. entered into between the Department of Property and Procurement and Clifford R. Parker Randolph Bennett, Commissioner Designee Department of Property and Procurement POTZIRRT16 Contract No. ter