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OPCMR EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS DEPARTMENT OF PROPERTY & PROCUREMENT CONTRACT NO. P149DPWT21 DATED: September 30, 2021 EXERCISE OF RENEWAL OPTION Contractor Description of Scope of Work/Services Stanley Consultants, Inc. 225 Iowa Avenue Muscatine, IA 52761 Design and Engineering related to Northside Highway Drainage Improvements on the island of St. Croix. Pursuant to the renewal option provision of Contract No. P149DPWT21, and its Amendment 1, Contract No. P112DPWT22, and subject to the appropriation and allotment of necessary funds, notice is hereby given that the Government of the U.S. Virgin Islands, Department of Public Works, exercises its option to renew and does hereby renew the aforementioned contract for the period September 30, 2022, to September 29, 2023, at the stipulated cost therein. All the terms, covenants, and conditions of the contract affected shall continue in full force and effect. A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. Please acknowledge receipt and acceptance hereby signing and returning to: The Department of Property and Procurement Bldg.#1, Subbase, Third 3rd Floor St. Thomas, VI 00802 ____________________________________________________________________________________ ACKNOWLEDGMENT & ACCEPTANCE: GOVERNMENT OF THE VIRGIN ISLANDS _________________________________ __________________________________ John Lazzara, Transportation Market Leader Derek Gabriel, Commissioner Stanley Consultants, Inc. Department of Public Works DATE: __________ DATE: __________ ____________________________________ DATE: __________ Anthony D. Thomas, Commissioner Department of Property & Procurement 9/22/2022 9/26/2022 Renewal No.: P175DPWT22 9/22/2022 OPCMR AMENDMENT No. _1 OF PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT made as of the _______ day of ______________ 20_ 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 Department of Public Works (hereinafter referred to as ‘Government”) and Stanley Consultants, Inc. whose address is 228 Iowa Avenue, Muscatine IA 5276 1(hereinafter referred to as “Contractor”). Both parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESSETH WHEREAS. pursuant to Contract No. P1 49DPWT2 1 approved by the Governor on September 30. 2021. the Government contracted with the Contractor to provide A/E Design and Engineering services related to Northside Highway Drainage Improvement on the island of St. Croix hereto: and WHEREAS, the Contract expires pursuant to its terms on September 29, 2022: and WHEREAS, the parties desire to amend the Contract. to change the payment schedule in Addendum II (Compensation), by replacing tasks I through 5 with sub-tasks 1(a) to 5(g) and Addendum I is being revised to add subtasks to the various tasks which will allows the Contractor.. to invoice the project per design as a separate invoice for each of these tasks: and WHEREAS, the parties desire to amend the compensation schedule described in Addendum II to reflect an updated compensation schedule, however the amendment of the Contract pursuant to this Amendment No.1 of Professional Services shall not require an increase to the compensation of Three Million Six Hundred Seventy-Eight Thousand Five Hundred Twelve Dollars and Zero Cents (S3,678,512.OO) originally provided for under the Contract. NOW, THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: TERMS AND CONDITIONS 1. The Contract. services are hereby amended by deleting the reference to Addendum I (Scope of Services) ‘where it appears” and replacing it with 1st Amended Addendum (St Amended Scope of Services) 2. Paragraph No.3-Compensation is hereby amended by deleting all existing language contained therein and replacing it with the new language as follows: Contract No. 1 initiais:2V’ ) 22 June 14th P112DPWT22 OPCMR The Government. in consideration of the satisfactory performance of the services described in 1s1 Amended Addendum (si Amended Scope of Services) agrees to pay Contractor the sum not to exceed Three Million Six Hundred Seventy-Eight Thousand Five Hundred Twelve Dollars and Zero Cents ($3,678,512.00) in accordance with the provisions of 1s1 Amended Addendum II (lS Amended Compensation) attached hereto and made a part hereof.” 3. Addenda I and II are revised by deleting all of the terms contained therein and inserting in lieu thereof 1si Amended Addendum I (iS Amended Scope of Services) and 1st Amended Addendum II (ist Amended Compensation) attached hereto as Exhibit A and incorporated by reference. 4. This Amendment is subject to the approval of the Governor of the Virgin Islands and to the appropriation and availability of funds. 5. Except as expressly amended in this Amendment. all terms of the Contract remain in full force and effect. 6. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Pat-ties hereto. IN WITNESS WHEREOF, the Parties have hereunto set their hands on above written. PLe erek Gabriel, Commissioner Department of Public Wojk&. Anthon. Thomas, Commissioner Department of Property & Procurement CON 57QAn4- the day and year first 5/25/2022 Date 1 8-May-2022 Date 7 Initials: _________ GOVERNMENT OF THE VIRGIN ISLANDS WITNESSES tA Michael Helms. Vice President Stanley Consultants, Inc Contract No. P112DPWT22 P112DPWT22 OPCMR CONTRACF FOR PROFESSIONAL SERVICES TINS AGREEMENT is made this 30th 0fSeptember in the Terrkory of the Virgin Islands, by and between the Government of the Virgin Islands, Department ofProperty and Procurement, on behalf of Ibe Department of Public Works (hereinafter referred to as “Government”) and Stanley Consultants, Inc. (hereinafter referred to as wContractorw). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide Design and Engineering services related to Nortbsidc Highway Drainage Improvement on the Island of St. Croiic which duties and responsibilities are more particulariy described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Government solicited the services under RFP No.O2Z-C.2020(P); and WHEREAS, the Contractor represents that it is willing and capable of providing such services; and NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound by this written lnstniment, the parties hereto do covenant and agree as follows: 1. SERVICES The Contractor will provide the services described In Addendum I (Scope of Services) attached hereto and made a part of this contract subject to the Contractor’s Project Approach in response to REP No. 022-C.2020(P) attached hereto to as Addendum UI end made part hereof. 2. TERM AND ETECTWE DATE This Contract shall be effective upon the date of execution of this Contract by the Governor of the U.S. Virgin Islands and shall terminate One (1) year thereafter. The Government in its sole discretion, shall have the option to renew this Contract for a period of One additional (1) additional year 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 descrsbed in Addendum I (Scope of Secvice), agrees to pay Contractor a sum not to exceed Tbre.MNlofl Six Htiadi$eventy.E1ght Thousand Five Hundred and Twelve Dollars and Zero Cents RPNo.-C-2O2OP) DIAO WT21 Coaimcior’slnItials mrh ConltactN I I OPCMR ($3,678,512.00) 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 other travel expenses, while in travel status, for trips which have been anthorized 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 shalt not exceed (N/A). S. 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 shall 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 be 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 so 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, gross receipt, excise, and social security taxes for Contractor. Its servants, agents or independent contractors. 2 RFPNo.012-C.2020(P) PI49DPVVT21 Contrlors Initials: flVtI Caeac1 No. ___ \, 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. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless Government from and against any and all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (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, but only to the extent arising from the negligent acts, errors or omission of the Contractor, 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. 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 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 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. 3 Contractor’s mrh OPCMR RFP No. 022.C.2*21fP) P1 49DPWT2 1 Contract No, _____ IS. RiGHT TO WarwiOLD If 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 Ooernmeat may deem ample to protect it against loss or to assure paymea of claims arising therefrom, and, at ite option, Government may apply such sums in such maimer 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 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 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 wUl have the right to terminate this Contract with or without cause on Thirty (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, in part, whenever the Government shall deem such termination advisable by providing Thirty (30) 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 Thirty (30) days’ notice. 19. NON-DISCRIMINATION 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. CONPLICF OF INThREST (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 4 RFP No. O22.C4GlOfl Contract No. Conlracgor°s teit mrh OPCMR services required to be performed under this Contract. (b) Contractor further covenants that it is: (1) not a territodat 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 .idicisl brunch 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 ofTitle 3, Chapter 37 of the Virgin Islands Code, pertaining to conflicts of Interest, Including the penalties provision set forth in section 1108 thetof; (ii) riot made, negotiated, or influenced this Contract, in its official capacity; and (iii) no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. 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 deUvered, addressed to the parties as follows: GOVERNME Anthony 0. Thomas Commissioner Department of Properly and Procurement 8201 Subbase, Suite 4 St. Thomas Virgin Tslands 00802 Derek Gabriel Commissioner Department of Public Works 8244 Subbase, Si Thomas Virgin Islands 00802 CONTRACTOR Michael Helms Vice President Stanley Consultants, Inc 225 Iowa Avenue Muscatine ,JA 52761 5 OZOfPI P1 49DPWT2 1 Contraciors Inhials: j!lth 0 22. LICENSURE The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by ‘fltle 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. 23. OTRER PROVISIONS Addenda I. U, Ill, IV and V attached hereto are a part of this Contract and are incorporated herein by reference, 24. DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that It is eligible to receive contract awards using federally appropriate4 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 for any 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. 25. FALSE CLAIMS Contractor warrants chat 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, boud, 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. 26. 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 present any claim 6 RFP No. I22-C.12)fP)04 AO DWT2 1 Contractor’s Iniusts: mrh C iNo. I ITSI I ‘p4 OPCMR knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim Is a federal offence. 27. WAI1RANTY OF NONSOUCITATION The Contractor expressly warrants that he has employed no person to solicit or obtain this contract on his behalf, or to cause or procure the same to be obtained upon compensation In any way, contingent, in whole or in part, upon such procurement, and that he has not paid, or promised or agreed to pay to any person, in consideration of such procurement, or in compensation f& services In connection therewith, any brokerage, commission, or percentage upon the amount receivable by him hereunder, and that he has not in estimating the contrict price demanded by him included any sum by reason of such brokerage, commission or percentage; and that all monies payable to him hereunder are free from obligation to any other person for services rendered, or supposed to have been rendered, in the procurement of this contract. Breach of the warranty shall give the Government the iigbt to terminate this Contract, or In its discretion, to deduct from the contract price or consideration the amount of such commission, percentage, brokerage or contingent fees. 28. SEVERABILITY If any provision(s) of this Contract shall he held to be invalid, illegal, unenforceable or in conflict with the law of the United States Virgin Islands, it shall be regarded as stricken and the validity. legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 29. FORCE MAJEURE The Parties’ performance under this Contract shall he excused so long as the force inajeure event prevents the performance of any obligation hereunder when such delay is occasioned by events or occurrences beyond their control. including but not limited to, acts of God, war or threat of war, government retaliation against foreign or domestic enemies, terrorism, governmental regulation, Civil disorder, adverse governmental actions or conditionL epidemic. pandemic. recognized health threats as determined by the Centers of Disease Control and Prevention (COC) or local health agency, disaster, fire, strikes either real or threatened curtailment of transportation facilities, or other similar cause beyond the control of the Parties (collectively “Force Majeure”), making it from an economic, political, personal safety’, or policy basis, illegal, inadvisable, this or objectively impossible or commercially unreasonable to fulfill the ternis of this Contract. This Contract may be terminated andlor specific noaperformance or under performance may be excused, without penalty or payment except for those Services already provided, for anyone or more of such reasons by written notice from the other Party. 7 RFPNO.O22C.2OlC{Pp.1_9DPWT2I Contract No. _____ Contractor’s tnidals: mrh OPCMR 30. PENALTY The Contractor shall pay to the Government, as a penalty, up to $150.00 for each calendar day that a deiwerable is late until deemed in compliance, subject to a maximum penalty of $1,000.00 per occurrence. Penalty damages may be assessed at the reasonable discretion of the Government. For the purpose of calculating such penalty damages, a grace period of ten (10) days shall be observed and the contracts schedule shall be extended by any additional time or delays outside the control of the Contractor caused by an act of commission1 omission or delay of the Government. The Government may deduct and retain out of the monies, which may become due hereunder the amount of any such liquidated damages, and in case the amount which may become due hereunder shall be less than the amount ofthe liquidated damages due to the Government, the Contractor shall be liable to payihe difference. 31.CONFIDENTIAL INFORMATION It is understood and agreed that Contractor. including but not limrted to its employees, agents and assignee, shall maintain as confidential all information that Government may disclose to Contractor. Contractor shall take all steps to protect and to not disclose this information, unless the information is either: I. known to the disclosing pasty prior to Its receipt from the other pasty without a limitation or obligation of confidentiality under another Contract. El. independently developed by the disclosing party without use of the other party’s protected information or data; ill, in the public domain at the time of disclosure through no fault of the disclosing party IV. received from a third party with a legal or contractuai right to disclose such Information or data: V. required to be disclosed as a result of a legal obligation to do so: provided, however, that the disclosing party shall provide 10 days’ prior written notice to the other party of its intention to disclose such Information. 32. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract 8 conmicto’s lairials: mrh RFP No. 122.C.2020(P) 2 CoemetNo OPCMR (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 ($l,000,000.0O) for any one person per occurrence for death or personal Injury and one million dollars ($1,000,000.00) for any one occurrence for property damage. Insurance pollcy(les) shall name the Government of the Virgin Islands as the certificate holder and additional Insured vie an endorsement. (b) PROFESSIONAL UABIIJFY: Professional liability insurance, in a form acceptable to die Government, which covers the services being performed under this Contract, with policy limits of not less than two million dollars ($2,000,000.00) 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. 33. TAXES: Contractor Is responsible for payment of all applicable federal and focal Territorial taxes, including any taxes of any out-of-slate employees who are currently assigned to this project and are working within the Temtory. (a) GROSS RECEIPT TAXESt Title 33 V.1 C. Ch.3, §44, as amended’, requires the Virgin Islands Housing Finance Authority (“VIRFA”). when making a payment under this Contract, to deduct and withhold from such payments, gross receipts taxes as required by law i133 V1C Section 43(a) for each payment for Work petfonncd In the Virgin Islands. It is agreed between the Parties that for the purposes of complying with Title 33, Cli. 3. Section 44 of the Virgin Islands Code, VIHFA shall withhold and forward to the Virgin Islands Bureau of Internal Revenue C’VIBIR”) such amount as required by the law at 33 VIC SeCtiOn 43(a) or any amendments thereto (b) The Contractor agrees that the calculation and payment of gross receipts taxes shall be its sole responsibility. The Authority shall not be responsible in any way for any miscalculation, or additional assessments by die VIBIR resulting from Work perfoaned under this Contract. In the unlikely event any overpayment or underpayment is made to the VTB. the Contractor shall resolve such mailer with VIBTR and inform the Authority of the resolution thereof. ‘fiLThe Government of the Vñju Etland,, lncIud1 ha frutnmeai.ikks. ejeacks sod public Cerpomdons. when makln a paymem en deflncd under aibsecdon (b) ci this sectiam to say person. pezince runt. copomdan. at other hiuslates I dKlan thM Is iuteci to Ihe payment otmu receipts ru under the provltloun of this dde, shea •- iIihhoId from mch plyment sass receipts ton equal to lent percent of such payment. Such sex then bcpeld to the Vk1In bisadsfl enaf Internal RLVendI WHhIa ten day. at the last day of the cakadas memh dui which nichmawns withheld on forme to be peavlded br the Virgin Islands Rumlu of Istemal Recaue. (lii For p of withholding uniter this ascilo., “puyrraear Is dittoed as the following: (I) say single payment of at least s3o,000 end (2) uy payment pinmern toe conlEict prochtlni rat a total capenditwe ofS225.000 or mom 9 RFP No. I22C.2O2O(P) Contract No. __________ Contractor’s Initials: JIlth ,.. 1, RLCFROMC & DIGITAL SIGNATURES A f ciInI. e)ecim* o dgke) slpatwe on thu Contract abifl be deemed ee original and bUtdhig Upwtdie Paiilas hereto. IN WiTNESS WHEREOF, he partlea hive hereumo set their hands on the day and year lust above wrhzen. VIRGIN ISLANDS CONTRACTOR - Mnd Rad Vk Prasldcm Mkhaö! Hums,Ve Prkleai ChiefofPndka md P rkniu,ic Stanley isadtmas, Inc Sky Cmsham,, Inc APPROVBD / Date34’1/71_ h4 No OpTh! U.S. VOIN ISLANDS __ * ftRaIASEORDRNO% - — 71r2crt1 Date icv i 10 itsitI.li’ 4i; • DcpMmont of Public Wotb Mthn4t). Thqreu, Cwemlssloner Depmtmerd of Property and Procurement Sep. 15.2021 Date Corporate seal IfCootracr Is a poBAL ) Date ¶FI1r2OZI