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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 9th day of December , 2021 , 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 Territorial Emergency Management Agency (VITEMA) (hereinafter referred to as "Government") and Tetra Tech Inc. (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to revise and update the 2020 Territorial Emergency Operation Plan (TEOP), which duties and responsibilities are more particularly described in Addendum | (Scope of Services) attached hereto; and WHEREAS, VITEMA solicited the services under RFP No.041-T-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: i. SERVICES The Contractor will provide the services described in Addendum | (Scope of Services) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE The term of this Contract shall be from May 1, 2021 to December 15, 2021. Upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement, this Contract shall become effective for the Term set out herein. The Government in its sole discretion, shall have the option to renew this Contract for a period of one additional year 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 ONE HUNDRED EIGHTEEN THOUSAND EIGHT DOLLARS AND SEVENTY-FIVE CENT ($1 18,008.75) in RFP No. 041-T-2020 (P) PO20VITT22 Contractor's {nitials: ys Contract No. —— OPCM accordance with the provisions set forth in Addendum 1! (Compensation) attached hereto and made a part of this contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence. lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government. or as agreed to by an addendum to this Contract, however, said costs and expenses shall notexceed N/A ($ N/A). 5S. 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 prolessional 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. REP No. 041-1-2020(p) — POZOVITT22 7 Contractor's Initials: se 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, and hold harmless Government from and against any and all loss. damage, liability, claims, demands. detriments. costs, charges and expenses (including attomey’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. If such damage results in part by the negligence of another party. Contractor shall be liable only to the extent of its proportional negligence. Contractor shall not have an obligation to defend any person under this indemnity; however. Contractor shall have liability for reasonable and necessary defense-cost incurred by persons indemnified to the extent caused by Contractor's negligence here in and recoverable under applicable law on account of neglipence. 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. THIRD PARTY INTEREST This Agreement and the Services and Work Product produced hereunder are solely for the benefit of the Government and are not intended to be for the benefit or to be construed as creating rights in favor. of any third party. 13. DISPUTES If any claim, controversy or dispute of any kind or nature whatsoever arises between Contractor and the Government and such dispute cannot be settled through negotiation, then any dispute shall be determined in appropriate leal proceeding. first through non-binding Alternative Dispute Resolution proceedings. if agreed to by the parties, then, if necessary, in a court of competent jurisdiction. 14. GOVERNING LAW This Contract shall be governed by the laws of the United States V irgin Islands and jurisdiction shall remain in the United States Virgin Islands. 3 RFP No. 041-1-2020(P) PO2ZOVITT22 Contractor's Initials: | IK Contract No. _ 15. FORCE MAJEURE Neither Party shall be considered in default in the performance of its obligations hereunder to the extent that such performance is delayed by causes outside its control and not due to its fault or negligence and not reasonably foreseeable or, if foreseeable, cannot be avoided by the exercise of all reasonable efforts, including acts of civil or military authority, acts of God, acts of war, acts of government, riot, insurrection, blockage, embargoes, sabotage, epidemics, pandemics, fires, flood, and/or famine. No such interruption shall relieve Contractor of its duty to perform or give rise to any damages or additional compensation from the Government. Contractor has as its sole remedy against the Government in the event of such interruption the right to seek an extension of time for performance equal to the time lost as a result of said interruption. In the event of such interruption, the Contractor shall notify the Government within two (2) working days in writing of the nature, cause, date of commencement and anticipated extent of such delay and its effort on the scheduling of performance. 16. 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. 17. 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. 18. 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. 4 RFP No. 041-T-2020 (P) 2 Contract No. PO20VITT2 Contractor's Initials: Aye OPCM 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 -arrier, if applicable in the event that such contest is not successful. 19. 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. 20. TERMINATION FOR CONVENIENCE Either party will have the right to terminate this Contract without cause on thirty (30) days written notice to the other party specifying the date of termination. 21. TERMINATION FOR CAUSE The Government may terminate the Agreement upon ten (10) days written notice in the event of substantial failure by Contractor to fulfill its obligations of the terms hereunder. The Government shall provide the written particulars of the failure to perform within the notice: and may afford Contractor, ten (10) days to cure the failure or submit a reasonably acceptable plan to cure any alleged deficiency prior to termination. 22. 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 thirty (30) days written notice to the Contractor. This partial termination shall be affected 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 thirty (30) day notice. 23. 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. 24, CONFLICT OF INTEREST 5 RFP No. 041-T-2020 (P) PO20VITT22 Contractor's Initials: SS Contract.No. OPCMR (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: (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 (iii) no financial interest in the Contract as that term is defined in section 110101) of said Code chapter, 25. NOTICE Any notice required to be given by the Terms of this Contraet 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 Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Daryl] D. Jaschen. Director VITEMA 2164 King Cross Street Christiansted. V1 00820 CONTRACTOR Jack D. Brunner Operations Manager Tetra Tech Inc. 1 South Wacker Drive, Floor 317 Chicago, [linois 60606 6 RFP No. 041-T-2020(P) PQZOVITT22 Contractor's Initials: ls Contract No. 26. 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. 27. OTHER PROVISIONS Addenda I. Hf and II attached hereto are a part of this Contract and are incorporated herein by reference. 28. 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. 29. 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. 30. 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 ; RFP No. 041-T-2020(P) PO2ZOVITT22 Contractor's Initials: iS Contract.No. knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. 31. COMPLIANCE WITH LAWS Contractor shall observe and abide by all applicable laws, ordinances and regulations of federal, state and local governments, in connections with the work performed hereunder: including but not limited to applicable regulations of 2 CFR200 (Addendum IH). 32. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract (a) COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a form acceptable to the Government. onan “per occurrence” basis with a minimum limit of not less than one million dollars ($1,000,000.00) for any one person per occurrence for death or personal injury: one million dollars (1,000,000.00) for any one occurrence for property damage. Insurance policy(ies) shall name the Government of the Virgin Islands as the certificate holder and additional insured via an endorsement. (b) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to the Government, which covers the services being performed under this Contract, with policy limits of not less than one million dollars ($1.000,000.00) per claim. The Government shall be listed thereon as a certificate holder. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 33. LIMITATION ON LIABILITY Contractor's total aggregate liability in connection with or arising out of the Agreement. shall in no event extend beyond one year after completion of the Services in question and exceed the total maximum amount of specified insurance limits identified in the Agreement. 34. CONSEQUENTIAL DAMAGES AND OTHER LIABILITIES Neither party shall be liable for any special. indirect, liquidated or consequential damages. including specifically but without limitations, any based on loss of profits or revenue, loss of or interference, whether or not by third parties. with full of partial use of any equipment, facility or property, including real property, cost of replacement power, energy or product, delay in or failure to perform or to obtain permits or approvals, cost of capital, loss of goodwill, claims of customers, fines or penalties assessed against the Parties or similar damages. 8 RFP No. 04 1-1-2020 (P) PO2Z0VITT22 Contractor's Initials: 3S Contract. No. staal \ Af 3] 3 OPC 35. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. IN WITNESS WHEREOF, the parties have hereunto set their hands on the da y and year first above written. Ss GOVERNMENT OF THE VIRGIN ISLANDS (ZAES q 2o7| Dafyl D. Yaythen, Director Date VITEMA dD Charan 2/9/2021 a fon Anthony Thomas. Commissioner Date Department of Property and Procurement LIN RACTOR MS) CTA LIN SY A Date . Brunner, Operations Manager Tetra Tech Inc. (Corporate seal. if Contractor is a corporation) APPROVED AS TO LEGAL SUFF I CIE CY DEPARTMENT OF JUSTICE BY: ttorn caulk PURCHASE ORDER NO. RFP No. 041-T-2020 (P) Contractor's ital JS Contract No. _ rae: RR manne ee PO2OVITT22 a