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GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS 2 w(Qeneince-- DEPARTMENT OF PLANNING AND NATURAL RESOURCES 45 Mars Hill, Frederiksted St. Croix, U.S. Virgin Islands.00840-4474 Office of the Commissioner Telephone: (340) 773-1082. FAX: (340) 773-1716 November 29, 2018 Lloyd T. Bough, Jr. Commissioner Department of Property ’& Procurement. Sub Base, Building No.1, Third Floor St. Thomas, VI. 00802 Re: Proposed Exercise of Renewal Option for Contract between Virgin Islands — Department of Planning and Natural Resources and Ocean Systems. Laboratory, Inc. Dear Commissioner Bough: The. Department of Planning and Natural Resources - Division of Environmental Protection (‘DPNR-DEP”) hereby submits the Exercise of Renewal Option for existing Contract No. POL1DPNRC18 with Ocean Systems Laboratory, Inc. (OSL), for your review and approval. The. Existing Contract was executed by the Governor on June 19, 2018. Under it, OSL is to provide analytical laboratory services of beach samples associated with the weekly. monitoring ‘of the beaches in the Virgin Islands under the Virgin Islands’ Beach Water Quality Monitoring Program. DPNR-DEP selected Ocean Systems Laboratory, Inc. which. is the only commercial laboratory in the Territory that offers these services. OSL is also experienced in performing the required services and has performed the services for DPNR-DEP in the past and in the required timeframes. The Existing Contract commenced October 1, 2017 and extends until September 30, 2018. This proposed renewal would renew the Existing Contract for the petiod October 1, 2018 to September 30, 2019. The Existing Contract’s renewal option. (see Paragraph 3 on Page 2) would allow one additional one-year extension. The maximum. compensation payable. under this extension is One Hundred and Ten Thousand Dollars: ($110,000.00). Proof of funding is provided via Purchase Order No. 0001818 in the amount of One Hundred Thirteen Thousand justification Letter for Renewal of Beach Contract November 29, 2018 Nine Hundred Five and 00/100 Dollars ($113,905.00). PO 0001818 satisfies the full funding requirement of 33 V.I.C. § 3101. This renewal option was not submitted 90 days in advance of the expiration of the existing contract because we were waiting for EPA to approve for FY2019 the grant that provides funding for this contract, which approval was needed for us to obtain PO 00001818. Additionally, the contractor needed to update its Certificate of Good Standing. To facilitate this request, please note the following documents are enclosed: Contract Checklist for User Agency; Original Exercise of Renewal Option (1); Executed Existing Contract; 2018 VI Business License (valid until June 30, 2019); Purchase Order No. 00001818 (dated November 21, 2018); 2018 VI Certificate of Good Standing (dated October 31, 2018); Certificate of Liability Insurance (dated 9/30/2018 and expiring 9/30/2019); Certificate of Merger; Articles of Incorporation; and 10. Corporate Resolution of the Board. WP ONAMAWNE Should you have any questions or require additional information to process this request, please do not hesitate to contact Althea Grant, Director, DBAS at 340-774-3320 or via email at althea.grant@dpnr.vi.gov. Enclosures APPR GvED DISAPPROVED Ane PRO D. Thomas Anthony D. Thomas Commissioner Nominee Commissioner Nominee EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS ae DEPARTMENT OF PROPERTY & PROCUREMENT BLDG. # 1 SUB BASE ST. THOMAS, U.S. VIRGIN ISLANDS 00802 CONTRACT NO.: PO11DPNRC18 DATED: June 19, 2018 EXERCISE OF RENEWAL OPTION Contractor Description of Scope of Work/Services Ocean Systems Laboratory, Inc. To provide laboratory services to support the VI Beach Water Quality 4049 La Grande Princesse, Suite #2 Monitoring Program’s water quality St. Croix, VI 00820 assessment initiatives, which entail the monitoring of water biological and physical parameters at up to forty-three (43) designated USVI beaches. Pursuant to the renewal option provision of Contract No. PO11DPNRC18, and subject to the appropriation and allotment of necessary funds, notice is hereby given that the Government of the U.S. Virgin Islands, Department of Planning and Natural Resources exercises its option to renew and does hereby renew the aforementioned contract for the period October 1, 2018, to September 30, 2019, at the stipulated cost therein. All the terms, covenants, and conditions of the contract affected shall continue in full force and effect. Please acknowledge receipt and acceptance hereby signing and returning the original to: The Department of Property and Procurement Bld. #1, Sub Base, 3 Floor St. Thomas, VI 00802 ACKNOWLEDGMENT & ACCEPTANCE: 3 Sia OF THE VIRGIN ISLANDS Abe President n a ‘Nenry, E¢q., Commissioner Ocean Systems Laboratory, Inc. lana of Planning and Natural Resources DATE: // /s 24/; /f pate: _//[ 27/18 deth dL. JSS eae f- 22.-fF , } Date Anthony D. Thomas, Commissioner Noninee Department of Property and Procurement POTOPNRC19 CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this al day of _ GU , 2018, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Department of Planning and Natural Resources (“Government’) 45 Mars Hill St. Croix, VI 00840, and Ocean Systems Laboratory, Inc. (“Contractor”) 4049 La Grande Princesse, Suite #2, St, Croix VI 00820 (Collectively the “Parties”). WITNESSETH: WHEREAS, the Department of Planning and Natural Resources (‘DPNR"), through its VI Beach Water Quality Monitoring Program, is responsible for the weekly monitoring of various beaches throughout the territory; WHEREAS, the VIBWQM program entails the monitoring of water biological and physical parameters at up to forty-three (43) designated beaches arotind St. Croix, St. Thomas, and St. WHEREAS, the primary: goal of the VI Beach Water Quality Monitoring Program is to document a set of environmental! indicators to estimate the condition of designated beaches in the USVI in relation to human health concerns, ecological condition, ‘and designated uses and provide public notification of weekly beach water quality to minimize human health impacts. by pathogens, as well as a basis for the establishment 6f management policies that promote the protection, restoration, and wise use of surface-water résources; WHEREAS, the Government is in need of the services of a contractor to provide analytical laboratory services to support the VI Beach Water Quality Monitoring Program’s water quality assessment initiatives in the USVI, which duties and responsibilities are more. particularly described in Addendum I (Scope of Work) and Addendum I (Compensation) attached hereto and made 2 part of this Contract; and WHEREAS, the Contractor represents that it is willing and capable of providing such services in an expeditious manner and in accordance with the specifications cited in Addendum I and Addendum It, Contractor Initiats; “~~ P| eS Government Initials:_- A+" poi Den ROL Ocean Systems Laboratory Inc. Re: Beaches FY2018 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 on October 1, 2017 and shall terminate on September 30, 2018, upon the execution of the Contract by the Governor of the Virgin Islands. The Government shall have the option to renew the Contract for two (2) additional one-year periods, subject to the appropriation and availability of funds. The Government shall serve written notice of its decision to exercise the renewal option. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Work), agrees to pay Contractor a sum not to exceed One Hundred and Thirteen Thousand, Nine Hundred and Five Dollars ($113,905.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract. In the event the Government requests analytical services in excess of the Contract amount, the Government may amend this Contract to increase the Contract Sum to pay for such requested services. It shall not be a default under this Contract for Contractor to refuse to accept samples for analysis in the event the Government has failed to pay any invoice for Analysis under the Contract. In the event the Government requests analytical services in excess of the Contract amount, the Government may amend this Contract to increase the Contract Sum to pay for such requested services. In the event the Government, pursuant to Paragraph 2 (Term) of this Contract , exercises its option to renew the contract for a subsequent one-year term, the total payment to contractor for said one-year term shall not exceed $113,905.00 unless amended by the Government to increase the Contract Sum to pay for any analytical services in excess of the Contract amount. All other provisions of Addendum II (Compensation) shall remain the same and in effect for that aption period. Contractor Initials: - Government Initials: ... ¥OuDPNRCL Ocean Systems Laboratory Inc. Re: Beaches FY2018 4. TRAVEL EXPENSES The Government shall pay no travel expenses. 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 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. By the terms of this Contract, the Government agrees that Contractor may publish DPNR advisories on its designated beaches on its website. 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 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 written consent of the Government. Contractor Initials:_/ “~~ Government Initials: Pon Den ROLY Ocean Systems Laboratory Inc. Re: Beaches FY2018 10, INDEMNIFICATION The Contractor agrees toindeminify, defend and hold harmiess Government from and against any and all loss, damage, liability, claims, demands, detriments, cast, 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. Notwithstanding the foregoing, in no event shall Contractor's liability exceed the amount of the compensation received by Contractor pursuant to this Contract. 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 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. 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 agreements between the parties with respect to the subject matter addressed in this Agreement, whether written or oral. Notwithstanding the foregoing, nothing herein shall Contractor Initials: Government Initials: Por DPuNRcé Ocean Systems Laboratory Inc. Re: Beaches FY2018 reduce or otherwise affect sums currently owed by the Government to Contractor pursuant to prior year contracts for analytical services for the Beach Water Quality Monitoring Program. 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 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 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 of the Virgin Islands. 17. TERMINATION Either party will 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. 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 (30) day notice. Contractor Initials: te ot F Government Initials:_ YI DPNRCLE i Ocean Systems Laboratory Inc. Re: Beaches FY2018 19, NON-DISCRIMINATION No person shail 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} 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 legistative, executive or judicial branch of the Government or any agency, board, commission or independent instrumentality of the Government, whether comperisated 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 Istands 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; (iii) no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. 21. EFFECTIVE DATE The effective date of this Contract shall be the day of execution of the Contract by the Governor of the Virgin Islands. Contractor Initials; 2 Government Initiais:_. fact Pou Den Reg 7, Ocean Systems Laboratory Inc. Re: Beaches FY2018 22, NOTICE Any notice required to be given by the Terms of this Contract shail 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 Lloyd T. Bough, Jr. Commissioner Department of Property and Procurement Sub Base, Building No. 1, Third Floor St. Thomas, Virgin Islands 00802 Dawn L. Henry, Esq. Commissioner Department of Planning & Natural Resources No. 45 Mars Hill Frederiksted, Virgin Islands 00840 CONTRACTOR Leigh Fletcher, Esq. President 4049 LaGrande Princesse, Suite #2 St. Croix, VI 00820 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 Istands Code pertaining to professions and occupations. 24. OTHER PROVISIONS Addendum I and Addendum II attached hereto is a part of this Contract and is incorporated herein by reference. 25. 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 Initials: Government Initials:_~ An DMNnecr’g Ocean Systems Laboratory Inc. Re: Beaches FY2018 Page 8.of 16 Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor agrees that it shall-not be entitied 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 Isiands, or any officer department, board, commission, or ather 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. 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. Contractor Initials; a fv | DPA\ fea l & Government Initials: ie . fF gat Ocean Systems Laboratory Inc. Re: Beaches FY2018 IN WITNESS WHEREOF, the Parties have hereunto set their hands on the day and year first above written. GO p ke 2 tea OF THE VIRGIN ISLANDS ar f-« Rawa L/Hehry, Esq. / Date Commissioner Dept. of Planning and Natural Resources Va Lloyd T. Bough, Jr. me Commissioner Department of Property and Procurement dl CONTRACTOR —— J) iy SI an ey Le AAS rF L414 40/ f/f Leiah Fletcher, Esq. Date President Ocean Systems Laboratory, Inc. APPROVED: \/ \ "4 a i ¢) iS; MAGN Date: Ue - | 17}) Kenneth B Mapp Governor of the Virgin Islands APPROVED AS TO LEGAL SUFFICIENCY, Wc UL | DEPARTMENT OF JUSTICE BY: “1 / MF Lidl “opate _L./ AL 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 Ocean Systems Laboratory, Inc. Lioyd T. Bough, Jr., Commissioner Department of Property and Procurement Contractor Initials: }) | \DPNECY g Government Initials: