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MEMORANDUM OF AGREEMENT This Memorandum of Agreement is effective as of 22ul soy ot eg. 20 {ly , by and between The Government of the Virgin Islands, acting through its Department of Property:atid Procurement on behalf of the Department of Public Works (“G overnment”), and the Board of Trustees of the University of Alabama, for.and en behalf of the University of Alabama (“University”), and its Office of Archaeological Research, 152 Rose Administration, Box 870104, Tuscaloosa, Alabama 35487, collectively referred to as the (“Parties”). PURPOSE WHEREAS, Government is in need of the services of a Contractor to _perform archaeological monitoring during. the earth change associated with the infrastructural improvements of Route 308, or Main ‘Street., which duties and responsibilities ate more’ particularly described in Addendum L (Scope of Work) attachéd hereto: and the. Contractor was selected in accordance with 31 VIC 239(a)(4), . . WHEREAS, the University represents that it is willing and capable of providing-such’services; AGREEMENT NOW THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legaily bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES a . University will provide the services described ii Addendum I (Scope-of Work) attached hereto.and made a part of this Agreement. 2. TERM Upon the execution of this Agreement by the Governor of the United States Virgin Islands, the Term of this Agreement shall commence on September 22, 2016 and shall terminate on September 30,.2019. 3. COMPENSATION Government, in consideration of the’ performance. of the services as'described. in Addendum | (Scope of Work), agrees to pay: Universityan amount not to exceed Seven Hundred Fifty- Four Thousand, Seven. Hundred Fifty Dollars and Ninety Cents.($754,750.90), Payments shall be made as set out in Addendum II attached hereto and made a part of this Agreement: 4. TERMS OF PERSONNEL Government wiil oversee activities performed under-this Agreement, with Government having the-authority for final approval of all work performed under this Agreement. Government.shall designate an individual to. coordinate the work under this Agreement. Government designates the following individual in this capacity: Name; Kenneth Benjamin Page 1 of 15 . . Initials UA: (4 Contract. Number} | p GOO6DPWTT8 Title: Construction Program Manager WT Office of Highway Engineering VI Department of Public Works $244 Subbase St. Thomas, V1 0082. Binail: Kenneth.Benjamin@dpw.vi-gov University shall commence work. September 29, 2016. University shail designate. an individual to coordinate the work under this Agreement. University designates the following individual in this capacity:. ‘Name: Dr. Brooke Persons’ Office of Archaeological Research University of Alabama. 13075. Moundville: Archaeological Park Moundville, Alabama. 35474 Email: abpersons@ua.edu 5. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation), the Government agrees. to. pay documented transportation, lodging and other travel expenses while in travel status for trips which ‘have been authorized in writing in advance by the. Government through the Department of Public Works (DPW), ‘said costs shall not exceed Eighteen Thousand Fifty-Three and 00/100 Dollars: ($18,053.00). Per diem costs shall be reimbursed at the Federal rate. for St. Thomas ($339.00 for lodging plus $110.00 for meals and incidentals). 6. RECORDS University, when applicable, will present documented precise records of time and/or money expended under this Agreement. 7. PROFESSIONAL STANDARDS University and its représentatives.agree to maintain the professional standards applicable'to their profession and to consultants doing business in the United States Virgin Islands. 8. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records; instructional materials, programs, printouts and memoranda of every description derived therefrom and pertaining to this Agreement shall become the property of Government afd shall be turned over to it at the termination of this Agreement. The above described materials shall not be used by University or by any-other person or entity except-upon the written permission of Government. 9, LIABILITY OF OTHERS Nothing in this Agreement shall be construed to. impose any liability upon the Government of the. Virgin Islands to persons, firms, associations, or corporations engaged. by University as. servants, agents, or independent Page 2 of 15 ’. Initials UA: _{ Up { Contract Number: COO6DPWT18 contractors, or in any other*capacity whatsoever, or make. the. Government liable to. any such persons, firms, associations, or corporations for the acts, omissions, liabilities, obligations and taxes of University: of whatsoever nature, including but not limited to unemployment insurance and social security taxes for University, its servants, agents or itidependent contractors. 10. ASSIGNMENT University shall not subcontract or assign any part.of the services or assign any of its rights under this Agreement, éxcept'as otherwise provided in this: Agreement, without the prior written: consent of Government. 11. INDEMNIFICATION To the extent permitted by law, University agrees to indemnify, defend and hold harmless the Government of the Virgin Islands from and against any and all! loss, damage, liability, claims, demands, detriments, costs, charges and expense (including attorney’s fees) and causes of action of whatsoever character. which the Government of the Virgin Islands may incur, sustain. or be subjected to, arising. out of or in any way connected. to the services to be performed by University under this Agreement and. arising from any cause, except the sole riegtigence of the. Government. | 12. INDEPENDENT CONTRACTOR University and its representatives shall perform this Agreement as an independent contractor and nothing. herein contained shall be-construed.to. be inconsistent with this relationship or status. 13. GOVERNING LAW The performance of work under this Agreement shall-be governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 14. ENABLING LAWS Nothing in this Agreement is intended to cause. either party hereto, The University of Alabama or the. United States. Virgin Islands to waive the legal immunities and defenses provided under their state and federal laws. 15. WAIVERS AND AMENDMENTS No waiver; modification or amendment.of any term, condition or provision of this Agreement’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 of 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 Agreement, but the same. shall be strictly limited and restricted'to the extent and occasion specified it such signed writing or writings. 16. 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. Page 3 of 15 4 Initials UA: CEOS DP Tg 17. RIGHT TO WITHHOLD if work under this Agreement is not performed in accordance. with the terms. hereof, Government will have. the right to withhold out of any payment due to University, such sums as Government may deem ample to protect itiagainst loss of to.assure payment of claims-arising therefrom, and, at its option, the Government may apply such sums im such manner as the Government may deem proper tosecure itself or to satisfy such claims. The Government will immediately notify University in-writing in the event that itelects to exercise its right to withhold. No such withholding or application shall: be made by the Government if and while University gives Satisfactory assurance to the Government that-such claims will bé paid by University or its insurance carrier, if applicable, in the event that such contest is not successful. 18. CONDITION PRECEDENT . This:Agreement shall be subject to the availability and appropriation of funds and to the approval of the Governor of the United States Virgin Islands. 19. TERMINATION Bither party will have the right to terminate this Agreement with or without cause on thirty (30) days written notice to the other party specifying the date of términation. 20. PARTIAL TERMINATION The performance of work-under this Agreement may be terminated by either party whenever the party shal! deem such terinination advisable by sending a thirty (30) day notice of termination. Any partial termination shal} be effected by delivering to the other party a Notice of Partial Termination specifying the extent to which the term. and/or duties under. this Agreement are ‘terminated and the date upon which such termination becomes: effective. University shall be. entitled:to receive payment for services provided to the date of termination, including payment for the-period of the thirty (30) day notice. 21. NON-DISCRIMINATION No person shai] be excluded from participating in, be.denied the proceeds of, or be subject to. discrimination in the performance of this Agreement on account of race; creed, color, sex, religion, disability or national origin. Any notice required to be given by the Terms of this Agreement shall be deemed to have been given when ‘the same is'sént by certified mail, postage prepaid or personally delivered, addressed to the patties as follows: GOVERNMENT: Lloyd T. Bough, Jr. Commissioner Department of Property and Procurement 8201 Subbase, Third Floor St. Thomas, V1-00802 Page 4 of 15 . j Initials UA: YW Contract: Number: GOO6DPWT18 Nelson M. Petty. Jr. Commissioner. Virgin Islands Department.of Public Works 8244 Sub Base St. Thomas, VI 00802 UNIVERSITY: Cynthia Hope Assistant Vice. President for Research University of Alabama 13075 Moundville Archaeclogical Park Moundville, Alabama 35474 23. LICENSURE University through its representatives 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, DEBARMENT CERTIFICATION By execution of this Agreement, University 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. University shall tnclude 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 University or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, University or subcontractor agrees that it shall not be entitled to payment for-any work performed under this Agreement or any subcontract and that University or.subcontractor shall promptly reimburse the-Government of the Virgin Islands for any progress payments heretofore made. 25. FALSE.CLAIMS University warrants that it shall not, with respect to this. Agreement, 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. University acknowledges. that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands. law. 26. NOTICE OF FEDERAL FUNDING University acknowledges that this Agreement is funded,.in whole.or in part, by Federal Highway funds. University warrants that it shall not, with respect to this Agreement, make or présent any claim knowing such claim’ Page 5-of 15 | Initials UA: CUVEE I Te to be false, fictitious, or fraudulent. University acknowledges that making ‘such a false, fictitious, or fraudulent claim is a federal offence: 27, FORFEITURE Failure by University to satisfactotily perform the terms of the Agreement shall. result in the forfeiture of unexpended monies. 28. CONFLICT OF INTEREST (a) University, through its representatives, 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 Agreement. (b)} University, through its representatives, further covenants that it is: (l) 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 Agreement, in its official, capacity;: (iii) no financiaj interest in the Agreement as that term is defined in section 1101(1) of said Code chapter. 29, AUTHORIZED SIGNATORY Any person signing this Agreement represents and warrants that he or'she. has authority and capacity to sign on’ behalf of said. party, and to make the covenants and promises-set forth in this Agreement. 30. SEVERABILITY If any provision of this Agreement or the application thereof is found to be invalid or unenforceable, only: that particular provision or part so found, and not the entire Agreement will be inoperative. Initials UA: Contract Number: . GOO6DPWTi9 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. GOVERNMENT OF THE VIRGIN ISLANDS Lloyd T. Bough, Jr. Date Commissioner Department of Property and Procurement ! (ae MENT OF THE VIRGIN ISLANDS B[re]is anne Date | Neon Fe Department of Public Works CONTRACTOR, UNIVERSITY OF ALABAMA ‘Cynthia Hope a Asst. Vice President.of Researcly University of Alabama Date; 09-07-18 ‘(DEPARTMENT OF JUSTICE BY:Z Kenneth E. Mapp. ‘GOVERNOR OF THE VIRGIN ISLANDS APPROVED.AS TO LEGAL SUFFICIENCY. Date @a 3 ft PURCHASE ORDER NO.: CERTIFICATE OF APPROVAL | hereby certify that this is a true and exact copy of Contract No. entered into between the Government of the Virgin Islands Department of Property and Procurement.on behalf of the Department of Public Works and the Board of Trustees of the University of Alabama. Page 7 of 15 , Initials UA: (A. on act OSD ews