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OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this _______ day of_______ , 20_, in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Properly and Procurement, on behalf of the Virgin Islands Bureau of ColTections (hereinafter referred to as Government’) and West Bay Wholesale, LLC (hereinafter referred to as ‘Contractor”). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to serve as the food services purchasing coordinator for the Alexander A. Farrelly Justice Complex on St. Thomas, which duties and responsibilities are more particularly descrihcd in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.1.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 compensation and mutual covenants herein contained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: I. SERVICES The Contractor will provide the services described in Addendum 1 (Scope of Services), attached hereto and made a part of this contract. 2. TERM ANI) EFFECTIVE DATE The term of this Contract shall be from May 18, 2020, to May 17, 2021. Upon the date of execution by the Commissioner of the Department of Property and Procurement, the Contract shall become effective for the term set out herein. The Government, in its sole discretion, shall have the option to renew this Contract for a period of one additional year, subject to the same terms noted herein, by providing the Contractor with 30 days wrttten notice of the Government’s election to renew. 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 Fifty Thousand and 00/100 Dollars ($50,000.00) during the term of the contract in accordance with the COL1uacl No. Contractor’s liitials: C 18th May 20 P025BOCT21 ‘I ‘“O OPCMR provisions set forth in Addendum 11 (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 athanced 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 LL (S NA). 5. RECORDS The Contractor. when applicable, will present documented precise records of time and/or money expended tinder this Contract. 6. PROFESSIONAL STANDARDS The Contractor agrees to maintain the protèssional 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 evety 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. L1ABILITY 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 [muted to, unemployment insurance, gross receipt, excise, and social security taxes for Contractor, its servants, agents or independent contractors. 9. ASSIGNMENT Contract No. Contractor’s Jmtals: P025BOCT21 -‘ ..*4 OPCMR 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 To the extent permitted by law, the Contractor agrees to indemnit’, 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 pertbrmed 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 shalt 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 fbrce 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 ol’ 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. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof, the Government shall give the Contractor written notice of the manner in which the Government contends the Contract is not being performed in accordance with the terms hereof and in the Contract No. Contractor’s tnitüiIs: P025BOCT21 — i,Q OPCMR event the Contractor has not cured such performance issue within 15 days of Contractor’s receipt of such notice, then Government willf have the right to withhold out of any payment due to Contractor, such sums as Governmcnt may deem ample to protect it against loss or to assure payment of claims arising therefrom, and, at it option, the Government may apply such sums in such manner as the 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. No such withholding or application shall be made by the Government if and while Contractor gives satisfactory assurance to Government that such claims will be paid by Contractor or its insurance carrier, it’ 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 30 days written notice to the other party spccifying 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 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 arc 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 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. (la) Contractor further covenants that it is: 4 Conii’act No. Contractor’s Initials: P025BOCT21 ‘:.; :.. ;.,ç 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 ofticer 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 Contract, in its official capacity; and (iii) no financial interest in the Contract as that tcnn 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 email, facsimile, 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, VI 00802 Email: anthony.thomasidpp.vi.gov Telephone: (340) 774-0828 Wynnie Testamark Director Bureau of Corrections RR I, Box 9909 Kingshill, VI 00850 Email: Wynnie.testamark(iiboc.vi.gov Telephone: (340) 773-6309 CONTRACTOR Carl Charleswell Managing Member West Bay Wholesale, LLC P.O. Box 610 5 CoLtLracL No. Coiinacwt’s initials: ?.C P025BOCT21 OPCMR St. Thomas, VI 00804 Email: kpcrccllpercelllegalgroup.net Telephone: (340) 513-0345 or (340) 514-2766 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 proftssions and occupations. 23. OTHER PROVISIONS Addenda I and H, attached hereto, arc a part of this Contract and arc incorporatcd herein by reference. 24. DEBARMENT CERTIFICATION By cxccution of this contract, the contractor certifies that it is eligible to receive contract awards using federally approprated 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 subeontracts 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 tinder this contract OL 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 of the VLrgin Islands, or any officer, department, board, commission, or other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor acknowledgcs that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. 26. 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 (iovernrnent, on a “per occurrence” basis with a minimum 6 Contract No. Contractor’s Initials: c. P025BOCT21 •p’ OPCMR limit of not less than one million dollars (S 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 cndorsenient. (b) PROFESSIONAl. LIABILITY: Not applicable. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 27. 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 hercunto set their hands on the day and year first above written. WITNESSES: GOVF NMENT OF THE VIRGIN ISLANDS Wynme Testamark, Director D te Bureau of Corrections Anthony D. Thomas, Commissioner Date Department of Property and Procurement WEST BAY WHOLESALE, LLC Carl Charleswell Dafe Managing Member (Corporate seal, if Contractor is a corporation) APPROVED AS FO LEGAL SUFFl7FNCYJ (Jj DEPARTMF.NT OF JUSTICE BY: WLf Ic j/2]O2O PURCHASE ORDER NO. ___ ________________ 7 Coifiract No. Contractors (aitiats: . 12/10/2020 P025BOCT21