USVI Public Records

Document text

CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this day of December, 2018, 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 Police Department, the Virgin Islands Territorial Emergency Management Agency, the Virgin Islands Fire Services, the Bureau of Corrections, the Department of Health-Emeérgency Medical Services and the Virgin Islands Bureau of Information Technology (hereinafter referred to as "Goveriment") and Spillman Technologiés, Inc. (hereinafter referred to .as “Contractor"). WITNESSETH: WHEREAS, the Government is‘in need of the services of a Contractor to provide public safety solutions. that includes a record management.system along with. call taking abilities, 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-015-2017(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 I (Scope of Work) attached hereto and made a part of this contract. The software deliverables described in Addendum I are licensed to the Government under the. terms of Addendum III (Purchase. and License Agreement) (the “License Agreement”) attached hereto-and made a part of this Contract. 2. TERM This Contract shall commence upon the execution of this Contract by the Governor.of the US Virgin Islands and shail terminate seven (7) years thereafter. 3. COMPENSATION The Government; in consideration of the satisfactory performance of the services described in Addendum I (Scope of Work) for the term, agrees to pay Contractor the sum not to exceed Three Million, Seven Hundred Fifty-Five Thousand, Eight Hundred Forty-Seven Dollars and No Cents ($3,755,847.00), including travel expenses in accordance with the provisions of Addendum II Compensation) attached hereto and made.a part-hereof. . ] REP-015-2017(P)P 0 09 YPDCLY . Contractor's Initials: Ye Contract No... 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 One Hundred Thirty Thotisand One Hundred Fifteen Dollars and No Cents ($130,115.00). 5. RECORDS | The. Contractor when-applicable,. will present documented precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS a , 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.. AH Software and related Documentation (as-defined in the License Agreement), any other general ‘documents and pre-existing materials provided by: Contiactor (e.g., training materials) shall remain the sole-property of Contractor, and are licensed to the Government pursuant to the terms of the License Agreement. All other 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 that are. the property of the Government 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, fitms, associations; or corporations etigaged by Coniractor ‘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. The parties acknowledge that Solutions II and ERS will be performing certain services under. this Contract as subcontractors of the Contractor, as outlined in Addenda I and III, and the Government hereby consents to such subcontracts. Additionally, Contractor may assign this Contract to:a third party in connection with. an acquisition of all or substantially all of the. Contractor’s assets. or ‘ownership interests. by such third: party, subject to the Government's consent, which shall not be unreasonably withheld. If the REP-015-201 709) g 7 4 e = 2 E 1 Dy Contractor’s Initials: _° Contract No. ot, f Government objects to such assigninent, its sole- remedy shall be to terminate this Agreement ‘pursuant to Paragraph 17, 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 Contractor’s negligent or wrongful acts or omissions or any other wrongdoing of Contractor, its employees or subcontractors, subject to any applicable liability limitations in the Purchase and License Agreement. The defense shall be coordinated by Contractor with the Office. of the Attorney General when Government is a named defendant in any such lawsuit and Contractor may not agree to any settlement without first obtaining the concurrence. from the Office of the Attorney General, which consent shall not be unreasonably withheid. Contractor and Government agree to furnish timely written notice to each other of any such claim. Contractor shall pay any final judgment or amounts agreed in settlement by Contractor, subject to any liability limitations in the Purchase and License Agreement. 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 ihe 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 bé 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 entiré 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, 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof, Government will have the tight to withhold out of any payment due to Contractor, such sums as are reasonably adequate to protect it against loss or to-assure payment of claims arising therefrom, rep-o15-201717) PO O09 ¥ Pi DE ] 9 Contractor's Initials: Contract No: and, at its option; Government may apply such sums in such manner as Government may reasonably 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, and of any application of withheld sums to secure.the Government or satisfy claims. The Government will use reasonable efforts to mitigate its losses and damages. 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 stich-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 10 terminate this Contract with or without cause on thitty (30) days written notice to the other patty specifying the date of termination. The Contractor.shall be entitled to receive payment for services and goods provided prior to 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. If Contiactor believes that such partial termination may adversely affect the project, Contractor shall notify the Government and the parties shall. ‘reasonably: discuss the matter.and use good faith efforts to reach a mutually agreeable resolution. Ifthe Government still elecis to make a partial termination against Contractor’s recommendation, the Government agrees that Contractor is not responsible for the adverse effects of such partial termination, provided that the Contractor acts reasonably and in good faith: 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 30-day notice. 19, NON-DISCRIMINATION No person shall be excluded from participating in, bé denied the proceeds of or be subject to discrimination in the performance of this Coniract.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 employce (i.e., the Governor, Lieutenant Governor, member of the Legislature, or any other elected territorial official; or an RFP-015-2017(P) F: 7 fj. j y POR EG Contractor's Initials: a rr | ‘ nan fh Or Contract No. . . 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 penaliies 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. 22. NOTICE Any notice required to be given by the Terms of this Contract shall be.deemed to have been given when the saine is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Lloyd T.. Bough, Jr. Comnniissioner Department of Propertyand Procurement Sub Base, Building No. 1, Third Floor St. Thomas, VI 00802: Delroy Richards, Sr., Police Commissioner ‘Virgin Islands.Police Department 5400 Veteran Drive Criminal Justice Complex St. Thomas, VI 0082 Rick Mullgrav, Director Bureau of Corrections Box 9909 Kingshill, STX 00851 Mona L: Barnes, Director Virgin Islands Territorial Emergency Management Agency 822] Estate Nisky St. Thomas, VI 00802 5. RFP-015207) POOF ¥PD CTY Contactors ints Pe Contract No, Clifford Joseph, Director Virgin Islands Fire Services 3019 Orange.Grove. Christiansted, VI 00820 Michelle.S. Davis, PhD, Commissioner Department of Health- EMS 1303 Hospital Ground, Suite 10 St. Thomas, V100802 Angelo Riddick, Director Bureau of Information Technology 9059 Estate Castle Coakley Christinasted, VI 00820. CONTRACTOR Joe Lunt Director of Sales Spillman Technologies, Inc. 4625 Lake Park Blvd. Salt Lake City, UT 84120 23. LICENSURE The Contractor covenants that it has: (a) (b) obtained all of the. applicable licenses or perinits, permanent, temporary or otherwise-as required by Title 27 of the Virgin Islands Code; and familiarized itself with the applicable: provisions of Title 27 of the’ Virgin Islands. Code pertaining to professions and occupations. 24. ORDER OF PRECEDENCE In the event of any inconsistency in or conflict among the document elements of this Contract.identified in this Agreenient, such inconsistency or conflict shalf be resolved by giving precedence to the document elements. in the following order: 1. Any Amendment to this Contract; 2. This Contract including all Addenda, which are incorporated herein; 3. The Proposal submitted by the Contractor in response to the RFP; A: The RFP Addenda; and 5. The RFP. REP- o1s-20170)P O09 yPD C1 g Contractor's Initials: Contract No. 25. OTHER PROVISIONS: Addendum.J (Scope of Work), Addendum II (Compensation), and Addendum III (Spillman Purchase-and License Agreement), attached hereto are a part of this Contract and are incorporated herein by reference. 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 claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a false; fictitious or fraudulent claim’ is an offence under Virgin Istands law. 28, INSURANCE a 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 léss than Three Million, Seven Hundred Fifty-Five Thousand, Eight Hundred Forty-Seven Dollars and No Cents ($3, 755,847.00). for anyone per occurrence for property damage, death or personal injury. 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, ina form acceptable to the Government; which covers the services being performed under this Contract, with. policy limits of not less than Three Million, Seven Hundred Fifty-Five Thousand, Light Hundred Forty- Seven Dollars and No Cents ($3,755,847.00) per’ claim. The Government shall be listed thereon as.a certificate holder, (c) WORKERS’ COMPENSATION: Contractor -shall supply current coverage under the Government Insurance Fund or other forin of cover age. 7 REP-015-20170 O 09 VPDC 9 Contractor’s Initials: Contract No, IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS AeA 4 L/i9 /$ Delro ohards, Sr., Commissioner Date al ds Police Departmént YY Ly J2AEA EE AY $7 ‘apa Cli d Joseph, Directé Date LL LE, on Islands Fire TV1ICces —_ Ke / 2/4 peks Date Aine] Puma Bureau of Corrections Bk —F~—)> rely Date aA Mona L. Barnes, Director a YY, 4 Virgin Islands Territorial Emergency , Agency a WD pr hyl. SD us 2/18| 6 Michelle S. Davis, PhD, Commissioner Date Te i of Health-EMS OC) ZB, Zo punta “ye Angelo Riddick, Director Bureau of Information Technology thnk] Lloyd T. Bough, Jr., Commissioner ie Department of Property and Procurement Lity Abrisere RFP-015-2017(P) Contract No poor yPDC19 CONTRACTOR Joe Lunt, réctor of Sales Date “Mi chal Patt Sp n Technologies, Inc. APPROVED: : Date: } 2-3 \-|Y Kenneth E! Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICLNCY DEPARTMENT OF JUSTICE BY: Lal 4 War “se Date af ae! f AAG ° CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of Contract No. entered between the Virgin Islands Police Department, the Virgin Islands Territorial Emergency Management Agency, the Virgin Islands Fire Services, the Bureau of Corrections and the Department of Health- Emergency Medical Services and Spillman Technologies, Inc. Lloyd T. Bough, Jr., Commissioner Department of Property and Procurement RFP-015-2017P) PQ) 09 yP p 01 9 Contractor’s Initials: pn Contract No.