USVI Public Records

Document text

CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 271 day of (Y\A ah, 20 _! “f 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 Department of Planning and Natural Resources (hereinafter referred to as "Government") and Central Air, Inc. (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide rental services to include maintenance for a rental chiller at a cooling capacity of 60 tons at the Charles Wesley Turnbull Regional Library, which duties and responsibilities are more particularly described in Addendum I (Scope of Work) attached hereto; WHEREAS, the Contractor was selected in accordance with 31 V.I.C. § 239(a) (8); 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 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 Work) attached hereto and made a part of this contract. 2. TERM This Contract shall commence upon the execution of this Contract by the Governor of the Virgin Islands and shall cover the period from October 1, 2018 through March 30, 2019. The Government in its sole discretion, shall have the option to renew this Contract for a period of six (6) months 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 1 (Scope of Work), agrees to pay Contractor the sum of Forty-Five Thousand Dollars ($45,000.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 4, TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ N/A). At) 25 P N R T V 9 | Contractor’s wits PK Contract No. 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 shail 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 Jimited to unemployment insurance and social security taxes for Contractor, its servants, agents or independent contractors. 9, ASSIGNMENT The Contractor shal! 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, 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) atid causes of action of whatsoever character which Government may incur, susiain 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. Fu cori db % Contractor's initiats GOS Contract No. 13. WAEVERS 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, modifi ication 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 agréements between the patties 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 securé itself or to satisfy such clainis. 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 satisfactory assurance to Government that.such claims will be paid by Contractor-or its insurance cartier, if applicable in the-event that such. contest ts 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 wil] 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 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 éffective. The Contractor. shall be entitled to receive. ‘payment for services provided to the date of termination, including payment for thé period of the thirty (30) day notice: Contract No. Po 2 5 p N R Tt 1 gi Contractor’s Initiale SS 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) (b) 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. Contractor further covenants that.it is: (1) (2) not a territorial officer or employee (i.e., the Governor, Lieutenant Governor, member of the Legistature, 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 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; (iti) no-firiancial interest:in the Contract as that term is defined in section 1101({1) of said Codé-chapter: . 21. EFFECTIVE DATE. The effective date of this Contract shall be the day of execution of the Contract by the Governor. 22. 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: Contract No. GOVERNMENT Anthony D. Thomas Commissioner Designee Department of Property arid Procurement 3274 Estate Richmond St. Croix, VI.00820 Jean-Pierre L. Orial Commissioner Designee The Department of Planning and Natura] Resources Charles Wesley Turnbull Regional Library 4607 Estate Tutu Park Mall St. Thomas. VJ 00802 CONTRACTOR. Clement Vaiiterpool, President Central Air, Inc. 8127 Subbase Road, Lot 11B PO-Box 8825 St. Thomas 00801 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. 24. OTHER PROVISIONS Addenda | arid Ilattached hereto are a part of this Contract and are incorporated herein by reference. 25. FALSE. CLAIMS Contractor warrants that it shall not, with. respect tothis 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. INSURANCE Contractor shall maintain the following insurance coverages during the'term of this Contract (a) COMMERCIAL GENERAL LIABILITY: Commercial genera} liability insurance, ina form acceptable to the Government, on a “per-‘occurrence” basis. with a minimum limit of not less than one. million dollars ($1,000,000.00) for anyone 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. (b) WORKERS* COMPENSATION: Contractor. shail supply current coverage under the. Government Insurance Fund or other form of coverage. awe p ' 25 PN R T1 9 Contractor's Initials: Contract No. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Jean-Pierre Oriol, Commissioner Designee Date Department of Planning and Natural Resources Kgs "4am a-7IC7 Anthony D. Thomas, Commissioner Designee Date Department of Property and Procurement — Clement Vanterpool, Presidettt ate, Central Air, Inc. (Corporate seal, if Contractor is a corporation) APPROVED: Date: af = } 14 Honorable Albe ryan, Jr. GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY; a Jate Oka Ta) g hi bities, 44 us DAA PURCHASE ORDER NO. 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 Anthony D. Thomas, Commissioner Designee Department of Property and Procurement 6 PO 75 PN R T | Gg eee Contract No.