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CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is made this “{_. day of 1, 2018, in the Territory.of the Virgin Islands, by and between the GOVERNMEN® OF THE VIRGIN ISLANDS, DEPARTMENT OF PROPERTY AND PROCUREMENT on behalf of: the DEPARTMENT OF EDUCATION (hereinafter referred to as "Government"), of 1834 Kongens Gade; St. Thomas, U.S, Virgin Islands 008020 and ENVFRONMENTAL CONCEPTS, INC. (hereinafter referred to as "Contractor") of 1047 King Street, Christiansted, U.S. Virgin Islands 00820.. WITNESSETH: WHEREAS, the Department of Education (“Department” or “VIDE”) isin need of a Contractor to test, -remove,.and dispose of hazardous asbestos containing building material from identified classrooms at the. Charlotte Amalie High School located in the St. Thomas/St. John School District; and WHEREAS, pursuant to Title 31 Section 236 of the Virgin Islands Code, Request for Proposal No.009-2018(P) was issued by. the Department of Property and Procurement for qualified firms to provide asbestos abatement services at the Charlotte Amalie High School; and. WHEREAS, the Contractor was recommended by the Government’s Evaluation Committee and approved by the Comimissioner of the Department of Property and Procurement to provide the services particularly described in Addendum | (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; NOW THEREFORE, in consideration of the mutual covenants fierein contained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES 7 The Contractor will provide the services described in Addendum 1 (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 ofthe U. S. Virgin Islands and shall terminate one. hundred twenty (120) days thereafter. Notwithstanding the Government shall have. the option ‘to extend the Contract term for an additional sixty (60) days-subject to the.appropriation and availability of funds. 3. COMPENSATION RFP-009-2018 Contract No. Contractor ‘Initials The Government, in consideration of the:satisfactory performance of the services described in Addendum | (Scope of Work), agrees to pay Contractor the sum of EIGHTY FIVE THOUSAND, THREE HUNDRED DOLLARS AND ZERO CENTS (85,300.00) 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 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 ($ 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 memofanda.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 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 contractots, 9, ASSIGNMENT 7 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, cost, charges. and RFP-009-2018 Contract No. Contractor. Initials. { expense (including attorney’s fées) 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 perfor med by Contractor: under this Contract and arising from any cause, except the:sole negligence of Government. . _ The Contractor shall perform thts Contract as an. independent contractor: and nothing herein contained shall be construed to be inconsistent with this relationship or status, 12. GOVERNING LAW 7 . 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 ot 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 oceasion specified in such signed writing or writings. 14. ENTIRE AGREEMENT This agreement constitutes the entiré 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 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 Government may deem ample to protect it against loss orto assure payment of claims arising therefrom, and, at its option, Government may apply such sums in such manner 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 assuratice 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, RFP-009-2018 Contract No. _ Contractor Initials 16. CONDITION PRECEDENT This Contract shall be subject to the-availability and appropriation of funds and to the approval of the Governor of the U. S. Virgin Islands. 17. TERMINATION a . . Either party will have the right to terminate this Cotitract with or without cause on fifteen (15) 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 shail deem such termination advisable. 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 fifteen (15) 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 (ay 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 servicés: required to be performed under this Contract. (b) Contractor further covenants that it ts: (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 Government.or any’agency, board, commission or independent instrumentality of the Government, whether ‘compensated on a salary, fee or contractual basis); or Q) _ aterritorial officer or employee and, as such, has: @ 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:Contract, in its official capacity; (iii) no ‘financial interest in the: Contract as. that term is defined in-section 1 101{1) of'said Code chapter. 23. EFFECTIVE DATE. RFP-009-2018 Contract No. ‘Contractor Initials The effective daté of this Contract shal] be the day of execution of the Contract by the Governor of the U. S. Virgin Islands. 22. 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 Lloyd T. Bough, Jr. Commissioner Department of Property and Procurement 8201 Sub Base, Third Floor St. Thomas, U.S. Virgin Islands 00802 Sharon Ann McCollum, Ph.D., Commissioner Department of Education 1834 Kongens Gade: St. Thomas, U.S. Virgin Islands 00802 CONTRACTOR John Verstraaten, Ph.D., President Environmental Concepts; Inc. 1047 King Street, Suite | Christiansted; U.S. Virgin Islands 00820 23. 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. 24. OTHER PROVISIONS — Addenda attached hereto aré a part of this Contract.and are incorporated herein by reference. 25. DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that it is eligible to receive contract awards using federally appropriated funds aiid 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 5 RFP-009-2018 Contract No. Contractor Initials poOs4uokTi & 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. 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 claims to. be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious’or fraudulent claim is an-offence under Virgin [slands.law. 27, 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 knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is.a federal offence. 28. LIABILITY INSURANCE The Contractor ‘shall provide the Department with proof of General Liability: Insurance and Professional Liability Insurance coverage: for the entire petiod of this. Contract. The Contractor shall be. insured under each policy in an amount of not less than ONE MILLION DOLLARS AND ZERO CENTS ($1,000,000.00) for each occurrence. In.the event that the Contractor’s existing coverage will expire before the end of the term of this Contract, the Contractor shall provide proof of the.renewal. of coverage. within ten (10) days after beginning of the new period of the insurance. The policies shall be maintained with insurer(s) and in a form satisfactory to the Department, and the Contractor shall submit.a Certificate of Liability Insurance and Declaration/Endorsement pages naming: the. Department as an additional insured and certificate holder on the commercial General Liability Policy. 29. BLLLING PROCEDURES and PAYMENT The Department will pay Contractor upon receipt of properly completed invoices that shall describe and document to the Department’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 Ii (Compensation) attached hereto and made a part of this Contract. Each invoice must be accompanied by applicable supporting documents to include asbestos abatement plans, safety plans, ard asbestos permit, and. certificate: of completion and removal all issued by the V.J. Department of Planning and Natural Resources: ‘RFP-009-2018 Contract No. Contractor Initials re) aed J oT a ae) 4 sok 2 te Payment shall be considered timely if made by the Department within thirty (30). days after receipt of properly.comnpleted invoices, and verification that the services invoiced were provided. in accordance with the Contract-and alt applicable federal and local laws and regulations, including. all applicable policies, rules, aiid procedures pertaining to this Contract. or the services provided hereunder. Payment shall be sent to the address designated by the Contractor. The Depaftment 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 Department. Invoices should be: electronically submitted to Alan Fleming, Program Manager at alan. fleming@vide.vi. 30. 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 Pafty’s control including’ but not limited to war, terrorist acts, riot, strikes, fire, earthquakes, hurricanes, floods, of any act of God. 31. DEFAULT AND FAILURE TO PERFORM In the event of any failure or refusal of the Contractor to perform its obligations under this Contract, except as defined in Paragraph 30, all costs, charges, and expenses that the Department suffers shall be a part of the damages to:be paid by the Contractor to the Department, as:a result of such failure or refusal to perform 32. 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. 33. OTHER PROVISIONS. Addendum I, Addendum Ii, Addendum 14, and the Contractor's eligibility’ documents are attached hereto, made.a part of this Contract and are incorporated herein by reference. REP-009-2018 Contract No. Contractor Initiais._ wen, IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS YY, dl f i Sharon Ann McColfum, PK.D; Commissioner Department of Education aa pale K PEE yy adatnd Lloyd T. Bough, Jr; Date. Commissioner Department of Property and Procurement CONTRACTOR a a (i LONG” ~ ede Onit/ éstraaten, Ph.D. Date Pre ent (C orate seal, if Contractor is‘a corporation) APPA Date: 0 &- 05 -] 8 Kenneth E. Ma) GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY% Date. 16 ney prsrad LOCAL PURCHASE: ORDER NO.00011443 RFP-009-2018 Contract No. Contractor Initials pOs4D0ETI8 oem