USVI Public Records

Document text

CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this aid day of Aye . | , 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 Office of Highway Safety (hereinafter referred to as "Government") and Valerie J. Richardson d/b/a TreWyn & Associates (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to conduct a seatbelt survey, which duties and responsibilities are more particularly described in Addendum I (Scope of Work) attached hereto; and WHEREAS, the Government solicited the services under RFP No. 008-2017(P); 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 | (Scope of Work) attached hereto and made a part of this contract. 2. TERM Upon execution of this Contract by the Governor of the Virgin Islands the Contract shall be effective for a term beginning from December 8, 2018 to May 22, 2019. The Government in its sole discretion, shall have the option to renew this Contract for a period of five (5) 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 | (Scope of Work), agrees to pay Contractor the sum of Forty-Nine Thousand Nine Hundred Dollars and zero cents ($49,900.00) in accordance with the provisions set forth in Addendum I] (Compensation) attached hereto and made a part of this contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ N/A). ie is ‘ RFP No. 008-201BH 2850 C49, ate yA 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 arid to constllants doing business in the-United States Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. Al! documents, books, records, instructional materials, programs, printouts and memoranda of every description derived therefrom and pertaining to this Contract shall become thé property of the Government and shall be turned over to it.at the termination ofthis 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 éngaged 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 hature, 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: assigivany part-of the services under this Contract without the prior written consent of the Goveriiment. 10. INDEMNIFICATION Contractor agrees to indémnify,-defend and hold harmless Govertiment-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 tn 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 shail be governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin. Islands. 13. WAFVERS AND AMENDMENTS RFP No. 008-2017 gm 28 aon pe LY. ; initials: ve Vn 028)? -# Contract No. 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 répresentatives, and specifying with particulari ity ‘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 bea 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. 4. ENTIRE AGREEMENT This agreement constitutes the éntire agreement of the parties relating:to the subjéct matter addressed. in this agreement. This agreement super sedes all prior communications, contracts, or agreements between the parties with respect to thie subject matter addressed inthis. Agreement, whether wr itten or-oral, 15. RIGHT TO WITHHOLD If work tinder 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 stims 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 itt such maniier 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 ifand while Contractor gives satisfactory assurance fo Government that stich claims will be paid by Contractor or its insurance carrier, if applicable inthe event that-such: contest is not successful, 16. CONDITION PRECEDENT This Contract shall be. subject to the availability and appropriaiion 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 ten (10) 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 Govertiment shall deem stich termination advisable by providing ten (10) 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 ten (10) day notice. 19. NON-DISCRIMINATION RFP No. 008-2017 (P) - inials: VA) fo \ Contraet No.. p at 28 Y p \) C1 9 tua 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 wouid conflict in any manner or dégree 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.¢., 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 ona 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; (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 shalt 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: GOVERNMENT Anthony D, Thomas,, Commissioner Nominee Department of Property and Procurement 3274 Estate Richmond St. Croix, VI-00820 Jason K. Marsh., Acting Commissioner Virgin Islands Police Department Alexander Farrelly Justice Complex Charlotte Amalie, St. Thomas. VI 00802 CONTRACTOR Dr. Valerie Richardson, Chief Executive Officer D/b/a TreWyn & Associates 100 Solberg St. Thomas, VI-00802 23. LICENSURE | 4 , RFP No. 008-2017 (P) 9 foitiats; Yl Vane ‘Contract No, POZ8 VY yp D C Li : 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 | (Scope of Work) and II (Compensation) attached hereto are’a part-of this Contract, and are 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 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 forany 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 tespect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, or any offtcer 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 [stands 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 presént any claim knowing such claim to bé false, fictitious, or fraudulent. Coritractor acknowledges that making such a false, fictitious, or fraudutent claim is a federal] offence. 28, 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 witha minimum limit of not less than one million dollars’ ($1,000,000. 00) for anyone per occurrence for death or pérsonal 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. RFP No. 008-2015 (P)2 Q y p DCE 9 ° Initials: ip Maine fo 1 Contract No. (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. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written, WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Goon 2 Ic: Merah 3/21 2o}t Jas6én K. Marsh., Acting Commissioner Date Virgin Islands Police Department J . ; — a /_) Anthony I). Thomas., Commissioner Nominee Date Pont Department of Property and Procurement i ff Fm Phiri 7 VP panda > Na 4 40/9 / Dr. Valerie J. Richardson Date Meer fy Chief Executive Officer/TreWyn & Associates Contract No. RFP No. 008-2017 BO 28 V p D C 1 9 _ ats) 4 en APPROVED: CAA i ian a [yn [ a Honorable Albert Bryan, Jr. ] : GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIEN' DEPARTMENT OF JUSTICE BY: ‘on a 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 TreWyn & Associates. Anthony D. Thomas, Commissioner Nominee Department of Property and Procurement RFP No. 008-2017 pg 28 yp) C19 Contract No.