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CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT made the) } Gay of J 2020, in the Territory of the U. S. Virgin Islands by and between the Government of the Virgin Islands, DEPARTMENT OF PROPERTY AND PROCUREMENT, on behalf of the DEPARTMENT OF EDUCATION, 1834 Kongens Gade, St. Thomas, Virgin Islands 00802-6746 (hereinafter referred to as “Government”), and Northwest Council for Computer Education, 401 E Front Avenue, Suite 215, Coeur d’Alene ID 83814 (hereinafter referred to as “Contractor” or “NCCE”). WITNESSETH: WHEREAS, the Department is in need of an experienced and qualified contractor to provide training to teachers and administrators on technology integration into academic lesson plans to improve student instruction and student engagement in the classrooms; and WHEREAS, pursuant to Title 31 V.1.C § 236, the services were solicited by the Department of Property and Procurement under Request for Proposal (RFP) No. 029-T-2019 (P); and WHEREAS, the Contractor was recommended by an Evaluation Committee and approved by the Commissioner of the Department of Property and Procurement to perform the services particularly described in Addendum I (Scope of Services) attached hereto and made a part of this Contract; and WHEREAS, the Contractor represents that it is willing and capable of providing such services; and WHEREAS, Contractor represents that it has complied with all applicable local and federal laws and rules and regulations, as they apply to the implementation of the Contract; and 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 | (Scope of Services) attached hereto and made a part of this Contract. 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon the date the date of execution by the Commissioner of Property and Procurement of the U.S. Virgin Islands and shall terminate three (3) years thereafter. Contract No. | RFP-029-T-2019(P) -I- Contractor's Initials 4A POIT8DOET20 OPCMR 3. COMPENSATION The Government, in consideration of the satisfactory performance by the Contractor of the services described in ADDENDUM I (Scope of Services), agrees to pay the Contractor the sum not to exceed FOUR HUNDRED ELEVEN THOUSAND, ONE HUNDRED EIGHTEEN DOLLARS AND ZERO CENTS ($411,118.00) in accordance with the provisions set forth in ADDENDUM II (Compensation) attached hereto and made a part of this Contract. 4, TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay reimbursement for documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. The maximum amount to be paid to the Contractor for authorized expenses shall not exceed NOT APPLICABLE ($N/A), 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 shall become the property of the Government and shall be turned over to the Government at the termination of this Contract. The above-described materials shal! 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 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, gross receipt, excise, 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 prior consent of the Government. Contract No. RFP-029-T-2019(P) ~2- Contractor's Initials he cS 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless the 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 the 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 the 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 particularly 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 Contract constitutes the entire agreement between the parties relating to the subject matter addressed in the 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, the Government will have the right to withhold out of any payment due to Contractor, such sums as the Government may deem ample to protect it against lost or to assure payment of claims arising therefrom, and, at its option, the Government may apply such sums in such manner as Government may deem proper to secure itself or to satisfy such claims. The Government will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. Contract No. RFP-029-T-2019(P) -3- Contractor's Initials hy" POT8DOET2Q9 OPCMR No such withholding or application shall be made by the Government if and while Contractor gives satisfactory assurance to the Government that such claims will be paid by Contractor or its insurance carrier, if applicable in the event that such contests is not successful. 16. CONDITION PRECEDENT This Contract is subject to the availability of funds appropriated for such purpose and to the approval of the Commissioner of Property and Procurement. 17. TERMINATION Either party shall 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) day 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. 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 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 District or any agency, board, commission or independent instrumentality of the District, 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, 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 contract in its official capacity; and Contract No. RFP-029-T-2019(P) -4 Contractor's Initials ky) ili, no financial interest in this 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 delivered, addressed to the parties as follows: GOVERNMENT: Anthony D. Thomas, Commissioner DEPARTMENT OF PROPERTY & PROCUREMENT Sub Base, Building #1, Third Floor St. Thomas, Virgin Islands 00802 Racquel Berry-Benjamin, Commissioner DEPARTMENT OF EDUCATION 1834 Kongens Gade St. Thomas, Virgin Islands 00802-6746 CONTRACTOR: Robert Myers Director of Operations 401 E. Front Avenue, Suite 215 Coeur d’Alane, ID 83814 22. 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. 23. 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 claim to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offense under Virgin Islands law. 24. 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 Contract No. RFP-029-T-2019(P) -§- Contractor's Initials POT8DOE T20 OPCMR knowing such claim to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. 25. DEBARMENT CERTIFICATION By execution of this Contract, the Contractor 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. The contractor shall include this provision in each of its subcontracts hereunder and shall furnish it subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT.” In the event the contractor or subcontractor misrepresents its cligibility 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. 26. LIABILITY 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 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 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, in a form acceptable to the Government, which covers the services being performed under this Contract, with policy limits of not less than one million dollars ($1,000,000.00) 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. 27. BILLING PROCEDURES and PAYMENT The Government will pay Contractor upon receipt of properly completed invoices that shall describe and document to the Government’s satisfaction, and shall contain information, including but not limited to, the period of services covered by the invoice, description of the services performed, and the amount of fees in accordance with the compensation schedule in ADDENDUM I attached hereto and made a part of this Contract. Each invoice must be accompanied by applicable Contract No. RFP-029-T-2019(P) -6 - Contractor's Initials POT8DOE T27 OPCMR supporting documents, including but not limited to any reports/results due for the applicable invoice period. Payment shall be considered timely if made by the Government within thirty (30) days after receipt of properly completed invoices, and verification that the services invoiced were provided in accordance with the Contract and all applicable federal and local laws and regulations, including all applicable policies, rules, and procedures pertaining to this Contract or the services provided hereunder. Payment shall be sent to the address designated by the Contractor. The Government may, at its sole discretion, withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by the Government. 28. FORCE MAJEURE Neither Party shall be liable to the other for any delays or failure to perform under this Contract, as a result of conditions reasonably beyond the Party’s contro! including but not limited to war, terrorist acts, riot, strikes, fire, earthquakes, hurricanes, floods, or any act of God. 29. SEVERABILITY If any of the provisions of this contract are determined to be invalid, such invalidity shall not affect or impair the validity of the other provisions, which shall be considered severable and shall remain in full force and effect. 30. OTHER PROVISIONS ADDENDUM I, ADDENDUM Il, and the Contractor's eligibility documents are attached hereto, are made a part of this Contract, and are incorporated herein by reference. (THIS AREA IS INTENTIONALLY LEFT BLANK] Contract No. RFP-029-T-2019(P) -T- Contractor’s Initials kn) POT8DOETZ0 OPCMR IN WITNESS WHEREOF, the parties intending to be legally bound have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Kaleo oy LPP ‘DEPARTMENT OF EDUCATION +f + Hane }) + féusas— 1/31/2020 biphln es tin “ke DEPARTMENT OF PROPERTY AND PROCUREMENT CONTRACTOR Northwest Council for Computer Education ee oe é , Hh pe oO hei Pa Ula Mige. Jen 0.020 im =— Director of Operations ROVED FOR LEGAL SUFFICIENCY PARTMENT OF JUSTICE: Ohl handy fy fi/u20 D, Account Code No. | es Purchase Order No. oe Contract No. RFP-029-T-2019{P) 8 Contractor’s Initials KJ | POTSDOET20