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OPCMR EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS DEPARTMENT OF PROPERTY & PROCUREMENT CONTRACT NO.: P110DOLT21 DATED: August 4, 2021 EXERCISE OF RENEWAL OPTION Contractor Description of Scope of Work/Services Center for Employment Security Education and Research, Inc. 444 North Capitol Street N.W. Suite 300 Washington, D.C. 20001 To complete the automation necessary to implement the new tax rate structure for Unemployment Insurance Pursuant to the renewal option provision of Contract No. P110DOLT21 and Amendment No. 1 P141DOLT22, 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 Labor exercises its option to renew and does hereby renew the aforementioned contract for the period February 1, 2023 to January 31, 2024, 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 8201 Sub Base, 3rd Floor St. Thomas, VI 00802 ____________________________________________________________________________________ ACKNOWLEDGMENT & ACCEPTANCE: GOVERNMENT OF THE VIRGIN ISLANDS _________________________ _________________________ Scott B. Sanders Gary Molloy, Commissioner President and Chief Executive Officer Department of Labor Center for Employment Security Education and Research, Inc. DATE: _____________ DATE: _____________ ____________________________________ DATE: ______________ Anthony D. Thomas, Commissioner Department of Property & Procurement 12/06/2022 12/12/2022 Renewal Option to P110DOLT21 Amended by Amendment No.1 P141DOLT22 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 Virgin Islands DEPARTMENT OF LABOR (hereinafter referred to as VIDOL or “Government”) and Center for Employment Security Education and Research, Inc. whose address is 444 North Capitol Street NW, Washington, D.C. 20001 (hereinafter referred to as CESER or “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 1ODOLT21 approved by the Commissioner of Property and Procurement on August 4. 2021 (hereinafter referred to as the Contract). the Government contracted with Contractor to provide automation necessary to implement the new tax rate structure for VIDOLs Unemployment Compensation: and WHEREAS, the Contract expires pursuant to its terms on January 31, 2023; and WHEREAS, the parties desire to amend the Contract, to change the Scope of Services in Addendum Ito include additional tasks to add an employer portal and to increase the compensation by Five Hundred Fifty Thousand Dollars and Zero Cents ($550,000.00): and 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. Paragraph No. 3 — Compensation is hereby amended to increase the compensation by Five Hundred Fifty Thousand Dollars and Zero Cents ($550,000.00) for a total amount not to exceed Six Hundred Forty-Six Thousand Six Hundred Seventy-Six Dollars and Seventy-Two Cents ($646,676.72) by deleting all of the existing language contained therein and replacing it with new language as follows: “The Government, in consideration of the satisfactory performance of the services described in Amended Addendum I (Scope of Services) agrees to pay Contractor the sum not to exceed Six Hundred Forty-Six Thousand Six Hundred Seventy-Six Dollars and Seventy-Two Cents ($646,676.72) in accordance with the provisions set forth in Amended Addendum II (Compensation) attached hereto and made a part of this Contract.” Contract No. ______________________ Initials: sbs 3rd August 22 P141DOLT22 OPCMR 2. Addenda I and II of the Contract are revised by deleting all terms contained therein and inserting in lieu thereof all of the terms contained in the new Addenda I and II attached hereto as Exhibit “A”. 3. This Amendment is subject to the approval of the Commissioner of the Department of Property and Procurement and to the appropriation and availability of funds. 4. Except as expressly amended in this Amendment, all terms of the Contract and Amendment No. 1 remain in full force and effect. 5. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. IN WITNESS WHEREOF. the Parties have hereunto set their hands on the day and year first above written. WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS /A Z7 y, Cornmis Department of Labor 07/21/2022 Date Anthony D. Thomas, Commissioner Department of Property & Procurement CONTRACTOR Date K’-%irni &ept&e B,ifl Steptoe )JI iT O.2 i634 EDT) Scott B. Sanders, President and CEO Center for Employment Security Education and Research, Inc. Jul 19, 2022 Date Contract No. Initials: sbs 8/3/2022 P141DOLT22 APPROVED AS TO LEGAL SUFFICIENCY OPCMR DEPARTMENT OF JUSTICE BY: 8/3/2022 PURCHASE ORDER NO. Initials: shs Contract No. P141DOLT22 4a ‘-‘ OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 4th day of Auciust , 202,1 in the Territory of the Virgin Islands, by and between the Government ofthe Virgin Islands, Department ofProperty and Procurement, on behalf of the Department of Labor (hereinafter referred to as “Government” or “VIDOL”) and Center for Employment Security Education and Research, Inc. (hereinafter referred to as “Contractor” or ‘CESER). WITNESSETH: WFIEREAS, the Government is in need of the services ofa Contractor to complete the automation necessary to impicment the new tax rate structure for VI DOL ‘s 1 Jncmployment Insurance, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Government solicited the services under 31 V.I.C 239(a)(8); 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 instrument, 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. 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement and shall terminate January 31, 2023. The Government in its sole discretion, shall have the option to renew this Contract for a period of one additional one year (1) term subject to the same terms noted herein, by providing the Contractor with sixty (60) days written notice of the Government’s election to renev. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Ninety-Six Thousand Six Hundred Seventy-Six Dollars and Seventy-Two Cents ($96,676.72) in Contract No. P1 1ODOLT21 Contractor’s Initials’” OPCMR accordance with the provjsJjsçt forth in Addendum II (Compensation) attached hereto and made a part ofthis contract. 4. TRAVEL EXPENSES / Inclusive ofthe 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 NA. 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 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, finns, 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 Contractor’s Initials Contract No. P1 IODOLT2I OPCMR The Contractor shall not subcontract or assign any part of the services under this Contract without the prior written consent ofthe 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, harges 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 and arising from any cause, 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. 15. RIGHTTO WITHHOLD Ifwork 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 ContractNo. P11ODOLT21 Contractor s Inltlals.b. OPCMR deem ample to protect it against loss or to 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 satis1’ such claims. Government will immediately noti1’ 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 Commissioner of the Department of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on sixty (60) days written notice to the other party specif’ing the date oftermination. 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 sixty (60) days written notice to the Contractor. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination specifiing the extent to which the term andlor 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 oftermination, including payment for the period of the-sixty (60) 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: Contractor’s Initials*. Contract No. P1 lflflOI T21 OPCMR (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 (2) a territorial officer or employee and, as such, has: (i familiarized itselfwith 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 thereof, Cn) not 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 delivered, addressed to the parties as follows: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Gary Molloy, Commissioner Department of Labor 4401 Scion Farm-Christiansted St. Croix, VI 00820 CONTRACTOR Scott B. Sanders President and CEO CESER 444 North Capitol Street N.W. Suite 300 Washington, D.C. 20001 22. LICENSURE Contract No. P110 DQL121 Contractor s Initials. The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 ofthe Virgin Islands Code; and ) familiarized itself with the applicable provisions ofTitle 27 ofthe Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda I and II 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 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 suhcontracts hereunder undshull furnish its subeontruetors vith the current jjf OF PARTIFS EXCLUDFI.) FROM FEDERAl. PROCURFMFN I OR NON PROC’1 REMEN F’. 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 that it shall not, with respect to this Contract, make or present any claim upon or against the Government ofthe 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 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 knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. 27. INSURANCE OPCMR Contract No. PI1ODOLT21 Contractor s InitiaIsa Contractor shall maintain the following insurance coverages during the term ofthis 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 policyCies) 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: Coiitractor shall supply current coverage under the Government Insurance Fund or other form ofcoverage. 28. FA(SlMlLl, ELFCTRONIC & I)JGJTA[ SICNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN 1LANDS _-< 06/29/2021 ary Date Department ofLabor 8/4/2021 / (1 Antny D. Thomas, Commissioner Date Department of Property and Procurement CONTRACTOR Jun 28. 2021 Scott B. Sanders Date Executive I)ircctor 1 Center for Employment Security Education and Research (Corporate seal, if Contractor is a corporation) P1 1ODOLT21 sbs OPCMR WROWJS.EGAJ,SUFFICIENCY DEPARTMENT OF JUSTICE BY’i’//Ir(_._rrate 8/4/202 1 PURCHASE ORDERNO. Contract No. P1 IODOLT2I