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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is madethis_ |, day of {Y\eure b. 2019, in the Territory of the ‘Virgin Islands, by:and between the Government of the Virgin Islands, ‘Departinent of Property and Procurement, on behalf of the Department of Justice, Office of the Attorney General (hereinafter referred to as "Government") and High. Tide Solutions, LLC (hereinafter referred to.as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to. provide equipment and: professional implementation services for the installation of a VoIP telephone system, and also to provide such additional dutics and services as are more. particularly described in Addendum I (Scope of Work) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.LC. § 239(a) (4); WHEREAS, the Contractor represents that it is willing and capable of providing such services; NOW, THEREFORE, in-cotisideration of thé 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 Contractar 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 upon.the execution of this Contract by the Governor of the: Virgin Islands ‘and shall terminaté One Hundred and Eighty (180) days thereafter. The Government in its-sole discretion, shall have the option ta extend the term of this Contract fora period of One Hundred and Eighty (180):days by providing the Contractor with thirty (30) days written notice priorto the expiration of the initial term. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum 1 (Scope of Work), agrees to pay Contractor the sum not to exceed’ Sixty-Nine Thotisand Three. Hundred Eighty-Five. Dollars and Ninety-One Cents ($69;385.91) 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 othei 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. (3 N/A). Contract No. PO zi p 0 4 : ua ‘ Contractor’s Initials: O/4 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 shal] 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. 8. LIABILITY OF OTHERS Nothing in this Contract shall bée.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 ‘conttactors. 9, ASSIGNMENT The Contractor shall not subcontractor 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, cost, charges and expense (including attorney’s fees) and causes of action of whatsoever character whicli 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. pozTD0sci§ Contract No. Contractor’s Initials: Bie 2 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 shail 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. 15. RIGHT TO WITHHOLD [f 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 suims:in such. manner as‘Government may deem proper to secure itselfor to. satisfy such claims. Government will immediately notify the Contractor in writing inthe 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 clatms will be paid by Coniractor or its insurance carrier, if appticable 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 thi irty (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, tn part, whenever the: Government shall deem such termination advisable by providing: thirty (30) days written notice to the Contractor. This partial termination shail be effected by delivering to the: Contractor a Nolice of Partial Termination specifying the extent to.which: thé 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 (3 0) ‘day notice. Contract No. PO 21 D 0 J C 1 9 ° Contractor's liritials: CHE 19. NON-DISCRIMINATION No person-shali 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 natiorial origin. 20. CONFLICT OF INTEREST {a). Contractor covenants that it has no interest and will not acquire any interest direct or inditect, 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: (l) not a territorial offtcer or employee (i.e., the Governor, Lieutenant Governor, member of the Legislature, or any other elected: terr itorial official; or an officer or. employee of the legislative, executive or judicial branch of the: Governmient or any agency, board, commission ot 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, négotiated 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. WARRANTY The Contractor shall warrant the quality of the implementation services described in Addendum 1 (Scope of Work) provided under this contract for a period of one (1). year from the date of completion of all work. Individual hardware components are. covered by their respective manufacturer’s warranty. covering parts. and labor. For the purpose of this Contract, the completion date shall be the date:upon which final payment is made. 22. EFFECTIVE DATE The effective date of this Contract shali be the day of execution of the Contract by the Governor. 23. 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, V1 00820 Contract No. PO 2 1 D 0 J C 1 9 : Contractor’s Initials: f Via b Cato] Thomas-Jacobs, Esq. Acting. Attorney General Office of the Attorney General 3438 Kronprindsens Gade GERS Complex, 2nd Floor St. Thomas, V1.00802 CONTRACTOR Andre Green President. High Tide-Solutions, LLC 5032 Anchor Way, Suite 6 Christiansted, VI 00820 24, 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. 25. OTHER PROVISIONS Addenda I, Il and ML are 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 upor 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. 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 with.a minimum limit of not less than one million dollars ($1,000,000.00) for anyone per occurrence for death or personal injury and one million dollars. ($1,000,000.00) for any ofe occurrence for properly damage. Insurance policy(ies) ‘shall name the Government of the Virgin Islands as tlie certificate holder and additional insured via an endorsement. (b). WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or-other form of coverage. POZTDOIC19. 5 Contract No. Contractor's Initials: CAB IN WITNESS WHEREOPF, the parties have hereunto set their hands on the day and year first above written. WIT) GOVERNMENT OF THE VIRGIN ISLANDS # Poor, sh a-[ 1/2014 Carol Thomas-Jacobs, eine Attorney General Date - Office of the Attorney Géneral Anthoty D. ‘Thames, Commissioner Nominee Date Department of Property and Procurement CONTRACTOR il 2/12 / Gig Andre Green, President Date High Tide Solutions, LLC APPROVED: GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFE th, DEPARTMENT OF JUSTICE BY: Gog Date 3 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 Anthony D. Thomas, Commissioner Nominee Department of Property and Procurement PO21D0IJC19 6 Contract No. Contractor’s Initials: _( MN