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OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this _______ day of ____________,202J, 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 Education whose address is 1834 Kongens Gade, St. Thomas, VI 00802 (hereinafter referred to as “Government” or “Department”) and Netwave Unlimited Services, LLC whose address is 112 Estate Ruby. Christiansted, St. Croix, VI 00820 (hereinafter referred to as ‘Contractor”). WITNESSETH: WHEREAS, the Government is in need of a Contractors to provide necessary technological fiber upgrades that will improve and/or increase internet speed, redundancy, and reliability all of which are necessary to support academic instruction and virtual learning during the coronavirus “COVID-19” pandemic at public schools located throughout the Territory of the US. Virgin Islands; and WHEREAS, the Contractor was selected to install and/oi purchase and teplace test md certify all internal fiber connections and provide overall fiber upgrades that will allow the Department to address damaged and frail cabling affecting connectivity and reliable service at the thirty-one (3 I) identified locations in the St Thomas/St John and St Croix School Distncts which duties ind icsponsibilities ate mote paiticulatly descitbed in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Government solicited the services under RFP No. RFP- 002-T-2021 (P); and WHEREAS, the Contractor represents that it is willing and capable of providing such services; and NOW, THEREFORE, in consideration of the irnitual covenants herein contained, and intending to be legally bound by this written instrument, (lie 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. RFP No. 002-T-2021(P) Contractors Initials: _______ Contract NC). _________________________ 30th April P073DOET21 i,) S.. OPCMR 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 twelve (12) months thereafter. 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 FOUR HUNDRED TWENTY-FOUR THOUSAND, THREE HUNDRED SEVENTY-NINE DOLLARS AND EIGHTY-ONE CENTS ($424,379.81) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed. ($ N/A). 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. 2 RFP No. 002-T-2021(P) Contractor’s Initials: ________ Contract No. _____________________ P073DOET21 OPCMR 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, gross receipt, excise, 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. 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 ofaction 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. 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 3 RFP No. 002-T-2021(P) Contractor’s Initials: ________ ContTact No. P073DOET21 \ ‘,/ OPCMR 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 conirnunications, contracts, or agreements between the pallics with respect to the subject matter addressed in this agreement. whether written or oral. 15. RIGHT TO WITHHOLD 11 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 Commissioner of the Department of Property and Procurement. 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 by providing Thirty (30) days written notice to the Contractor. This partial termination shall be effected by delivering to the 4 RFP No. 002-T-2021(P) Contractor’s Initials: ________ Contract No. - P073DOET21 OPCMR 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 oftermination, including payment for the period of the Thirty (30) day notice. 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) 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: (I) 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 penalties provision set forth in section 1108 thereof; (ii) not made, negotiated or influenced this Contract, in its official capacity; and (iii) 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 same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement RFP No. 002-T-2021(P) Contractor’s Initials: ________ Contract No. P073DOET21 L) arm OPCMR 8201 Sub Base, Suite 4 St. Thomas Virgin Islands O002 Racquel Berry-Benjamin Commissioner Department of Education I 834 Kongens Gade St. Thomas, U.S. Virgin Islands 00802 CONTRACTOR Ana G. Foster Sole Managing Member Netwave Unlimited Seivices LLC II 2 Estate Ruby (‘hi istiansted St. Croix, VI 00820 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 (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda I and II attached hereto are a part of this Contract and are incorporated herein by reference. 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 6 RFP No. 002-1-2021(P) Contractor’s Initials: _________ Contract No. P073DOET21 1I OPCMR shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 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. 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. 27. INSURANCE Contractor shall provide copy of Certificate of Liability Insurance indicating proof of coverage of Professional Liability Insurance and General Liability/Public Liability 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 dollars ($1,000,000) for any one person per occurrence for death or personal injury and five hundred thousand dollars ($500,000.00) 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. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 7 Contractor’s Initials: ________ RFP No. 002-T-2021(P) Contract No. P073DOET21 OPCMR 28. FASCIMILE, ELECTRONIC, & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. 29. FORCE MAJEURE Neither Party shall be liable to the other for any delays or failure to perform under this Contract, 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 In the event of any failure or refusal of the Contractor to perform its obligations under this Contract, 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. ITHIS ARE IS INTENTIONALLY LEFT BLANKI 8 RFP No. 002-T-2021(P) Contractor’s Initials: ________ Contract No. P073DOET21 WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS Racquel Beriy-Benjamin, Commissioner Department of Education 03/08/2021 Date Anthony D. Thomas. Commissioner Department of Property and Procurement CONTRACTQ j1. Ana G. Foster Sole Managing Member Netwave Unlimited Services, LLC Date Date (Corporate seal, if Contractor is a corporation) APPROVED AS TO LEGAL SUFF DEPARTMENT OF JUSTICE BY: 4/30/202 1 sistant AttorneyGenera1 PURCHASE ORDER NO. 9 Contractor’s Initials: 4 4, OPCMR IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. RFP No. 002-T-2021(P) Contract No. 4/30/2021 P073DOET21