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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 13th day of__January _, 2025, in the Territory of tie Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Department of Education (hereinafter referred to. as "Government") and School Busing, Inc., Bovoni 32-2, St. Thomas, U.S. Virgin Islands 00802 (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, Pursuant to 17 V.I.C. §101 and 102, the Commissioner of Rdvcation 3 is authorized to prescribe rules and regulations towards applying for free transportation for school aged children in the Virgin Islands; and WHEREAS, the Government is in need of the services of a Contractor to furnish pupil transportation for its regular education schedules and summer schedules to and from public schools and designated points on the island of St. Thomas, and other events and/or activities which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached. hereto; and “ WHEREAS, the Contractor was selected in accordance with 31 V.I.C. § 239(a)(8); ai WHEREAS, the Contractor represents that it is willing and capable of providing sich 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: 1. SERVICES The Contractor will provide ~~ services described in Addendum I (Scope of Services) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE gh i’ The term of this Contract shall be from October 1, 2024 to July 31, 2029. Upon the date of execution of this Contract by the Governor of the U. S. Virgin Islands, this Contract shall become ‘effective for the Term set out herein. 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 EIGHTEEN P010DOET25 Contractor’s Initials: tho © Contract No, MILLION EIGHT HUNDRED SIXTY-THREE THOUSAND, FIVE HUNDRED NINE. DOLLARS AND FORTY CENTS ($18,863,509.40) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ N/A). 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 omit 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 prea or entity except upan 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 ariy 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. PO10DOET25 Contractor’s Initials: ; : 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. a, 10. INDEMNIFICATION Contractor agrees 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 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. a 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. ye 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 atiy 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. an 14, ENTIRE AGREEMENT This agreement constitutes the entire agreement of the parties relating to the subject mattér 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. Ss 15. RIGHT TO WITHHOLD -Contractor’s Initials; OPCMR 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. - No such withholding or rellonion 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 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 forty five 9) 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 oars whenever the Government shall deem such termination advisable by providing thirty five (35): 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 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 five (35) day notice. 19. NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds of or be silted 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 peat of : services required to be performed under this Contract. a (b) Contractor further covenants that it is: 4 Contract No. PO10DOET25 Contractor’s Initials: (2) 21. NOTICE . OPCMR. — hot a territorial officer or employee (i.e., the Governor, Lieutenant Governor, : member of the Legislature, or any other elected territorial official; or an offic or employee of the legislative, executive or judicial branch of the Governm or any agency, board, commission or independent instrumentality of Government, whether compensated on a salary, fee or contractual basis); o 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: % a: (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. mn 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: 2} > Gera GOVERNMENT Lisa M. Alejandro Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Dionne Wells Hedrington, Ed.D Commissioner Department of Education 1834 Kongens Gade , St. Thomas, U.S. Virgin Islands 0080 CONTRACTOR Raymond A. Francis President School Busing, Inc. © PO Box 7224 St. Thomas, U.S. Virgin Islands 00801 . Contractor's Initials: : y Contract No, _P010DOET25 a 22. 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 Eg (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code: pertaining to professions and occupations. Dy SRS 23. OTHER PROVISIONS Addenda I, II, and III; and Attachment(s) 1-4 attached hereto are a part of this Contract and are’ incorporated herein by reference. a 24, 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 paymerits heretofore made. Baby 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 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. 2 peateneae 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 offence. Yo gee onmanii PO010DOET25 Contractor’s Initials: 27, INSURANCE Contractor shall maintain the following insurance coverages during the term of this ae cg (a) COMMERCIAL GENERAL LIABILITY: Commercial general liability i insurance, in 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) 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. 7 (b) AUTOMOBILE LIABILITY: Automobile 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 five hundred thousand dollars and zero cents ($500,000.00): for: each occurrence and shall submit the Schedule of Vehicles. The Government shall be: listed thereon as a certificate holder. d (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the | Government Insurance Fund or other form of coverage. i 28. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be —" an original and binging upon the Parties hereto. : 29. FORCE MAJEURE Neither Party shall be liable to the other for any delays or failure to perform under this Gentine : 7 as a result of conditions reasonably beyond the Party’s control including but not limited to war,’ terrorist acts, riot, strikes, fire, earthquakes, hurricanes, floods, or any act of God. : 30. DEFAULT AND FAILURE TO PERFORM ee In the event of any failure or refusal of the Contractor to perform its obli gations under this Contra 58 except as defined in Paragraph 29, all costs, charges, and expenses that the Department suffers’ shall be a part of the damages to be paid by the Contractor to the Department, as a result of such, . failure or refusal to perform 31. SEVERABILITY If any of the provisions of this contract are determined to be invalid, such invalidity shall not affect or impair the validity of the other provisions, which shall be considered severable and shall lremain in full force and effect. —"s P010D0 ET2 5 : Contractor’s Initials: : CINE ) \ ts | % Sigh Te OPCMR IN WITNESS WHEREOF, the first above written. parties have hereunto set their hands on the day and year GOVERNMENT OF THE VIRGIN ISLANDS 11/14/2024 Dionne We sioner Date Department of Education — 11/25/2024 isa M a , Commissioner Date ‘ Dacetinwat of Property and Procurement th mote — 3 ae CY AOA YL oy A. Francis, President Defe er Busing, Inc, (Corporate seal, if Contractor is a corporation) APPROVED AS TO LEGAL SUFFICIE DEPARTMENT OF JUSTICE BY: ee. £ Zaihey, AA Goate 12/23/2024 - APPROVED: (FIGS Honorable Albert Bryan Jr. Date aes; GOVERNOR OF THE U.S. VIRGIN ISLANDS PURCHASE ORDER NO Contractor’s Initials Contract No, PO10DOET25