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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this ag = “hh. day of cx 15S, 2019 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 Department.of Labor, Unemployment Insurance Division. (hereinafier refetred to as "Government") and Srinivasu Vadlamani (hereinafter referred to as "Contractor") WITNESSETH: WHEREAS, the Government is in need. of the services of a contractor to provide Oracle Programming and related technological computer services, which duties and responsibilities «are more particularly described in Addendum IJ (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.LC. § 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 Services) attached hereto and made a part of this contract. Upon execution.of this:Contract by the Governor of the Virgin Istands the Contract shall be effective for a Term beginning from January 29, 2018 to August 31, 2019, The Government in its sole ‘discretion, shall have the option.to renew this Contract for ( 1) 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 the Ninety Thousand and 00/100 Dollars ($90,000.00). in accordance with the previsions set forth in Addendum [1 (Competisation) attached hereto.and made a part of this. contract. possdOL erm | \nh (Contract Number y Contractor's Initials N ] 4. TRAVEL EXPENSES Inclusive of the compensation for:services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis'as is applicable to non-contract employees of the Government, or as agreed to by an.addendum to this Contract, however; said costs and expenses shall not exceed N/A __($ N/A). 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, priniouis 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 shaft not.be used by Contractor or byany 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 airy liability upon thie 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 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 writteti 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) 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. (Contract Number ) Contractor's Initials POZHDOLCEG . = 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 ainendment in aiy 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 inatter 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. 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 Governinent 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. No such. withholding. or-application shall be made by Government if and while Coiitractor: ‘gives satisfactory assurance to Government that such claims will be paid by 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 sixty (60) days written notice to the other party specifying the date of termination, (Contract Number j Contractor's Initials NM 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 sixty (60) days written notice to the Contractor. This partial termination shali be effected by delivering to the Contractor a Notice of Partial Termination specifying the extent 10 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 sixty (60) days notice. — 19. NON-DISCRIMINATION No person shall be excluded from participating tn, be denied the proceéds 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 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 -penaltiés provision set forth tn 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. 21. EFFECTIVE DATE This.Contract shall become effective upon the execution of the Contract by the Governor. (Contract Number ) Contractor's Initials PO3S5DDL CRY. 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: GOVERNMENT ‘Anthony D, Thomas Commissioner Designee: Department of Property and Procurement 3274 Estate Richmond St. Croix, VI 00820 Gary Molloy Commissioner Designee V.I. Department of Labor 2353 Kronprisenden Gade St. Thomas, Virgin Islands 00803 Mr. Srinivasu Vadlamani Sole-Proprietor 11113 Maplehurst Dr. Charlotte, North Carolina 28277 23. 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. 24. OTHER PROVISIONS Addenda I and-II attached hereto are a part of this Contract and are-incorporated herein by reference. (Contract Number ) Contractor's Initials POZ5DOL COR : 25. DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that it is cligible to receive contract awards using federally appropriated funds and that it has not been suspended or debarred from entering into contracts with any féderal 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. 26. 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 claiins to. be false, fictitious or fraudulent. Contractor. acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. 27. 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 offence. 28. INSURANCE | . Contractor shall maintain the following insurance coverage during the term of this Contract (ay COMMERCIAL GENERAL LIABILITY: Commercial general 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 pér 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. IN WITNESS. WHEREOF, the parties have hereunto set their hands on the day and year first above. written. PO035D01 C19 (Contract Number ) Contractor's Jnitials WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS GFA Bring” CUP Gary Molloy Commissioner Nominee Date Ky ae Department of Labor bu it LG. Ate Nia 2414 Anthony/D. Thomas Date (2) Commissioner Nominee —— Department of Property and Procurement CONTRACTOR \ Srinivasu Valdamani Date AND. Se Sole Proprietor APPROVED: Fe fC ys Date: 514 4 Honorable Albert Bryan, Jr. , GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUPHIGI DEPARTMENT OF JUSTICE BY: y Date 7/¢\\ PURCHASE ORDER NO. po3zgborery (Contract Number ) Contractar's|nitials INS ~7