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Docusign Envelope ID: 11 8F7B47-COC1 -4EB2-8690-A34BF34461 El ED ( )P( \IR CONTRACT FOR IROFESSIONAL SERVICES WITN FSSITH: THIS CONTRACT is made this __________ da) of ________________ . 2025, 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 Office of Management and Budget (hereinafter referred to as “Government”) Benham & lodge, PC (here iiia tier ic Ferred to as “Contractor”). WHEREAS, the Government of the 1*5. Virein Islands (GVJ) is mandated to pertrm annual fiscal year single audits and indirect cost calculations: an(l ‘WHEREAS, the GVI thi-oiigh the Offlce of Management and Budget (0MB) needs to provide the requisite audited financial expenditures and revenue data breakdown for fiscal years ended September 30. 2019, 2020, 2021, and 2022 once completed: and WHEREAS, the duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto: and WHEREAS, the Contractor was selecied in accordance with 31 V.LC. § 239(a) (8): and WHEREAS, the Contractor represents that it is illing and capable of providing such ser ices: and NOW, THEREFORE. in consideration ol the mutual covenants herein contained, and intending to be legally bound by this written instrument, the pal-ties hereto do covenant and agree as follows: 1. SERVICES The Contractor will provide the services described iii ‘\ddendLlm I (Scope of Services) attached heietc and made a part of this Contract. 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon the nate ol execution of this Contract by the Commissioner ot the Department of Property and Procurement and shall terminate one (1) year therealler. The Government. in its sole discretion. shall hae the option to extend this Contract for one (I) additional period ofone(l)yeai’. subject to the same terms noted herein, by providing the Contractor with thlrt\ (30) days’ written notice of the Goventments election to extend. 3. COMPENSATION The Government, in consideration of tile satisfactory iwrormance of the services described in Addendum I (Scope of Services). agrees to pa the (‘ontractor a sum not to exceed Sixty Thousand and 00/100 Dollars,($60,000.00) in accordance with the provisions set forth in Addendum Ii (Coinpensation) attached hereto and made a part of tiliS Contract. Contract No. _________________________________ Contractor’s Initials: _________ 30th September P104OMBT25 Docusign Envelope ID: 11 8F7B47-COC 1 -4EB2-8690-A34BF34461 El 0 PC \1 R 4. TRAVEL EXPENSES Inclusive of the compensation for services a. spec iried in Paragraph 3 (Compensation) above, the Government agrees to pay documented transporlation. subsistence. lodging and other travel expenses. while in travel status, for trips which have been authorized in writing, in advance, by the Governmeni. 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 h an addendum to this Contract, however, said costs and expenses shall not exceed NL 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 Stales Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. All documents. books. records, instructional mnateriaR. programs, printouts and memoranda of e er’s description derived therefrom and pertaining IC) this Contract shall become the properly oFthe 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 b\ an’. 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 an liability upon the Governinent to persons. firms, associations, or corporations engaged 1w Contractor as servants, agents. or independeni contractors. or in any other capacity whatsoc er. or make Government liable to any such pemsoi. firms, associations, or corporations for the acts, omissions. liabilities, obligations and taxes ol Contractor of whatsoever nature, including hut lot 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 an part of the services under this Contract w ithoul the priom’ ‘.vritten consent of the Government. 10. INDEMNIFICATION Contractor agrees to indemnify’, defend and 1101(1 harirmless Government from amid against any and all loss, damage, liability, claims. demands. (letrimilents. costs, charges and expenses (including attornc ‘S fees) and causes of action of whatsoever character which Government may incur, sustain or be subjected to, arising out ofor in any ‘.vay connected to the services to he performed by Contractor under this Contract and arising from any cause. except the sole negligence of Government. Contract No. _________________________________ Contractor’s Initials: _____________ P104OMBT25 Docusign Envelope ID: 11 8F7B47-COC 1 -4EB2-8690-A34BF34461 El OPCMR 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 relatioiisliip or status. 12. GOVERNING LAW This Contract shall be governed by the la\% S of the (ii ted States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 13. WAIVERS AND AMENDMENTS No waiver, modification or amendment of an term. condition, or provision of this Contract shall he valid or of any force or effect unless made in riting. signed by the parties hereto or their dul authorized representatives, and specifying with particularity the nature and extent of such aiver. modification or amendment. Any such waiver. nod i flcation or amendment in any instance or instances shall in no event be construed to be a general waiver. iiiodification 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 v riting or w ritings. 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 a(ldressed in this agreement. whether written or oral. 15. RIGHT TO WITHHOLD lfwork underthis Contract is not performed in accordance with the terms hereof. Government will ha e the right to withhold out ofanv pa ment due to Contractor, such sums as Government may deem ample to protect it against loss or to assure paytlient of claims arising therefrom, and, at its option. Government may apply such sums in such manner as Government may deem proper to secure itsell’or to satisfy such claims. Government vihI immediatel 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 1w Government if and while Contractor gi es satisfactory assurance to Government that such claims will he 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 availabilit\ and appropriation of funds and to the approval of the Commissioner of the Department of Propert and Procurement. Contract No. ___________________________________ Contractor’s Initials: _________ P104OMBT25 Docusign Envelope ID: 11 8F7B47-COC1 -4EB2-8690-A34BF34461 El OPC’MR 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on t[iirt (30) days w iitleii notice to the other party specifying the date of terminalioii. 18. PARTIAL TERMINATION The performance of work under this Contract ma be terminated by the Government. in part. whene er the Government shall deem such termination ad sable by providing thirty (30) days written notice to 11w Contractor. This partial termination shall be elThcted b delivering to the Contractor a Notice of Partial Termination speci’ing the extent to which the term and/or duties under this Contract are tenninated and the date upon which such termination becomes effective. The Contractor shall be entitled to recelvt payment for services provided to the date ot lennination. including payment for the period of the thirt (30) day notice. 19. NON-DISCRIMINATION No person shall be excluded from participating in. be denied the proceeds of or he ‘.uhpect 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 an interest direct or indirect, which would conflict in an\ 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 an other elected territorial official: or an ofticer or employee of the legislati c. executive or judicial branch of the Government or aii agency, board, commission or independent instrumentality of the Government. whether compensated on a salar . lie 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. pertailil1g to conflicts of interest, including the penalties provision set forth in section 1 1 08 thereof: (ii) not made. negotiated or influenced this Contract, in its official capacity: and (iii) no financial interest in the ( ‘ontract as that term is defined in section 11 01(I) of said Code chapter. Contract No. _________________________________ Contractor’s Initials: _________ 4 P104OMBT25 Docusign Envelope ID: 11 8F7B47-COC14EB2-869O-A34F34461 El OPCMR 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 Lisa M. Aleandro (0111111 issiofler Depait ni cut of Property and Procurement 8201 Sub Base. Suite 4 St. Thomas Virgin Islands 00802 Julio Rhviiier. Sr. Director 0111cc of Management and Budget 504 I Norre (lade St. Ihoinas. VI 00802 CON T RACT( ) R Janice V. I lodge Louis V ice-President Benham & [lodge. PC P.O. Bo’. (00 I 77 St. Thomas. V I 00801 22. LICENSURE The Contractor covenants that it has: (a) obtained all of the applicable licenses or periii its. perillanent. temporary or otherwise as required by Title 27 of the Virgin Islands (‘ode: and (b) familiarized itself with tile applicable pio iSionS of Title 27 ofthe Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda I and II attached hereto are a pall of this Contract and are incorporated herein by reference. 24. DEBARMENT CERTIFICATION By execution of this contract. tile contractor certilies 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 IROCIjREMENT”. Contract No. ______________________________ Contractors Initials: _________ P104OMBT25 Docusign Envelope ID: 11 8F7847-COC 1 -4EB2-8690-A34BF34461 El OPCMR In the event the Contractor or any subcontractor in isrepresents its eligibility to recei e contract awards using federal funds, the Contractor or subcoiitiactor agrees that it shall not be entitled to payment for an work performed under this contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virin Islands for any progress payments heretofore made. 25. FALSE CLAIMS Contractor warrants that it shall not. with respect to this Contract, make or present an claim upon or against the Government of the Virgin Islands. or aii officer department, board, commission, or other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor ackno’ ledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. 26. INSURANCE Contractor shall maintain the tbllo ing insurance co\ erages during the term of this Contract (a) COMMERCIAL GENER\L [.IABI I ITY: 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 (5 1.000.00000) for an one person per occurrence for death or personal innr’ and one million dollars ($1 .000.000.00) br any one occnrrence for property damage. Insuraitec: policy(ies) shall name the (iovernment of the Virgin Islands as the certificate holder and additional insured via an endorsement. (b) PROFESSIONAL LIABIlITY: Professional liability insurance, in a ftwm acceptable to the Government. which covers the services being pertormed under this Contract. with policy limits ob not less than one million dollars (SI .00.( )0.U() ) per claim. The Government shall be listed thereon as a certificate holder. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Goveriiineiii Insurance Fund or other form of coverage. 27. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile. electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. Contract No. _________________________________ Contractor’s Initials: _________ 6 P104OMBT25 Docusign Envelope ID: 11 8F7B47-COC1-4EB2-8690-A34BF34461 El 0 PC’ MR The Parties have hereunto set their hands on the da\ and ear as set forth behow. GOVERNMENT OF THE VIRGIN ISLANDS ju(Lto fY) SV’. 8/15/2025 Julio Rhymer. Sr.. Director 1)ate Office of Management and Budget Lisa M. Alejandro, Commissioner Date Department of Property and Procurement CONTRACTOR 8/11/2025 Janice V. F-lodge Louis. Vice-President 1)atc Benham & Hodge. PC APPROVED AS TO LEGAl. SUFFICIENCY DEPARTMENT OF JUSTICE BY: Date 09/30/2025 I siti it A ltornev General PURCHASE ORDER NO._______________________ Contract No. ___________________________________ 7 Contractor’s Initials: __________ 09/30/2025 P104OMBT25