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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this XCday of F; 20.20 in the Territory of the Virgin (ean on of ihe Depart a Poe and Prebceee Phere hee ean to as “Government") and GPS Insight, LLC (hereinafter referred to as "Contractor"), WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to supply, install and maintain a Global Positioning Systém Vehicle Tracking System for the Govemment of the Virgin Islands fleet, which duties and responsibilities are more-pazticularly described in Addendum 1 (Scope of Services) attached hereto; and WHEREAS, the Government solicited the services under RFP No. 031-T-2019(P); and WHEREAS, the Contractor represents that it is willing and capable of providing such services; and NOW, THEREFORE, in consideration of the mutual coyenants 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), in accordance with the Contractor’s Confidential Technical Approach in its response to RFP No, 031- T-2019(P) marked as Addendum II, both 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 two (2) additional one (1) year terins subject to the same terms noted herein, by providing the Contractor with sixty (60) days written notice of the Goyermment’s election to renew. 3. COMPENSATION The Goverment, 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 Four Hundred Fifty-Two Thousand Three Hundred Forty Dollars and Zero Cents ($452,340.00) in actordance with the provisions set forth in Addendum II (Compensation) attachedhereto and made a part of this contract. RFP No. 031-T-2019 (P) Contractor's Initials: [AA Contract NO. ne oe POZ8DpPT20 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 noa-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). 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 stahdards applicable to jts ‘profession ‘and to consultants doing business in the United States Virgin Islands, All documents, books, records, inatructionel materials, programs, printouts and memoranda of. every description derived therefrom and pertaining to this Contract shall become the property of the Goverment and shall be turned over to it at the termination of this Contract, The above esoribed materials shall not be used by Contractor or by any other person or entity except upon the written petthission of the Government. 8, LIABILITY OF OTHERS Nothing in this. Contract shall be construed to impose sny liability upon the Government to persons, firms, associations, or corporations engaged by Contractor as servants, agents, or independent contractors, or in any other capesity whatsoever, or make Government liable to any such persons, firms, associations, or corporations for the acta, omissions, liabilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to. memployment insurance, gross receipt, excise, and social security taxes for Contractor, its servants, agents or independent contractors, REP No, 031-T-2019 (P) Contractor's Initiats: "1 /VA, PO2BDEPT20 9, ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this Contract without Contractor agreas 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 gauses of action of whatsoever character which Goverment 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 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 authorized represpntatives, and specifying with particularity the naire and extent of such waiver, 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 bo strictly limited and restricted to the extent and occasion specified in such signed writing or writings. This. agreement constitutes, the entire agreement of the parties relating to the subject matter whether writtcn or oral. . REP No. 031-T-2019 (P) Contrnolor’s Inte: 4 AA Sen ae Ss tt ee wre A ne Mm Se Hemme ges es ne POZ28DpPT20 If work under this Contract is not performed in accordance with the terms hereof, Govemment 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 es Govemment may deém proper to secure itself or to satisfy'such claims. Government will immediately notify the Contrector in writing in the event that it electa to exercise its right to withhold. No such withholding or application shall be made by Government if and while Contrector gives ory assurance to Govetnment thet such claims will be paid by Contrctor or its insurarice catricr, 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. Termination for Cause. Either party may terminate the Contract in the event the othet party this Contract associated with the purchase of the devices not to exceed $150.00 per device in sddition to al} Tracking Solution Fees, that would have been owed up until 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 shal! deem such termination advisable by providing thirty (30) days Contractor 8 Notice of Pattie! Termination specifying the extent to which the term and/or duties The Contractor shall be éntitled to receive paysnent for services provided to the dats of temmination, including payment for the period of the thitty (30) day notice, In the event of sh early 4 REP No. 031-T-2019 (P) Contractor's Initials; | AA, Contract No. POZ28DepP 720 ae OPCMR purchase of the devices, not to-exceod:$150,00 per device in addition to sll Tracking Solution Fees, that would have been owed up until the dats of termination, which fecs shall bécome duc and payable in fill on the effective data of termination. 19. NON-DISCRIMINATION No person shall be excluded from patticipating in, be denied the proceeds of or be subject to discrimination in the performance of this Contract on account of race, creed, color, séx, religion, 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 oe degree with the performance: of services required to be performed under this Contract. (I) not & territorial officer or employee (i.c,, the Govemor, Lieutenant Governor, member of the Legislature, or any other elected territorial official; or an officer ‘or employee of the legisfative, executive or judicial branch of the Govemmmént . Goverunent, whether compensated on a galery, fer or contrastuy! basis); or @) —familiarized itself with the provisions of Title 3, Chapter 37 of the Virgin Islands. Cods, pertaining to conflicts of interest, including the penalties Gi not dane, negotiated or influenced this Contract, in its official capacity: (ii) 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 soap is sent by certified mail, postage prepaid or personally delivered, addressed to the: parties ax 8 Department of Property sad Procurement. 8201 SubBase, Suites St. Thomas Virgin Islands 00802 POZ8DPPT20 tn te ek CONTRACTOR 7201 E. Henkel Way Suite 400 22, LICENSURE The Contractor covenants that it has: as required by Title 27 ofthe Virgin Islands Code; and , (b) — famifiasized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda I, Li, Ii, IV, and V atd Attachment A attached hereto area part of this Contract and are 24. DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that it is eligible to reccive contract awards into contracts with any federal agency. The Contractor shall include this provision in each of its EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT”. In the event the Contractor or any subcontractor misrepresents its eligibility to.recelve contract awards using federal funds, the Contractor or subcontractor agrees thiat it shall not be entitlod to peyment for any work peffonmed 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 25, FALSE CLAIMS Contractor wacrants that it shall not, with respect to this Contract, make or present any claim upon or against the Goverment of the Virgin Islands, or any officer department, board, commission, or other agency thereof, knowing such oJaims to be. filse, fictitious or fraudalent.. Contractor sckaowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. PO28DpPT20 27. 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, on a “per occurrence” basis with a minimum limit of not less than one million doligrs ($1,000,000.00) for any one person per occurrence for death or personal injury and 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. (6) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to the Governnient, 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. (¢) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage, IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: Atha ty. Chow 1. bite. hadnt ion diag 2, ome (2/28/2020 V —~ Commissioner Date 2. — Department of Property and Procurement “thee. Magitsizune 20/2820 ‘Tyler Mortensen, VP Date 2feole GPS Insight, LLC. (Corporate seal, if Contractor is a corporation) sc aa ’ Contenctor’s Initits: (MA Contract No. _ PO28DpPT20