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DoaSign Envelope ID: 8I7DEC9A-07B3-4201-9ACO-717E34A75E68 MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT (“MOA”) is made this day of 2020, 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 Office of Management and Budget, Division of Economic Research (hereinafter referred to as ‘Government”) and the University of the Virgin Islands, Center for Excellence in Leadership and Learning (CELL), (hereinafter referred to as “University”). WJTNESSETH: WHEREAS, a new 2020-2025 Comprehensive Economic Development Strategy (CEDS) report is a requirement of the U.S. Department of Commerce, Economic Development Administration. The CEDS addresses the economic conditions and the post- hurricane impacts on the Territory’s economy and infrastructure. Hence the need to refocus the strategies within the CEDS, CEDS Priority Projects and Studies listing which will create a Plan geared to promoting long-term economic growth and resiliency to external economic shocks and natural disasters. Tn this regard, CEDS committee members, stakeholders and the Government will be involved in the creation ofthis Plan; WHEREAS, Government is authorized to enter into this Agreement pursuant to Title 17 of the Virgin Islands Code, section 467 and Title 3 ofthe Virgin Islands Code, section 74, which provides for departments and agencies of the Government to enter into contracts with UVI and for UVI to have first rights of refusal to conduct Government of Virgin Islands financed research projects; WHEREAS, the University of the Virgin Islands, Center for Excellence in Leadership and Learning is equipped with the expertise, personnel and experience to can)’ out this study; and University represents that it is willing and capable of providing such services; WHEREAS, the U.S. Department of Commerce, Economic Development Administration has allocated additional resources for the elaboration of the CEDS by making available the services of National Association of Development Organizations (NADO); NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intendingto be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES University will provide the services described in Addendum I (Scope of Services) attached hereto and made a part ofthis contract. (_DS GENERAL CONTRACT NO. __________ 1 INITIALS.____ G041OMBT20 May 12th DocuSign Envelope ID: 8I7DEC9A-C783-4201-9ACO-717E34A75E68 2. TERM AND EFFECTIVE DATE This MOA shall commence upon the execution of this MOA by the Commissioner of the Department of Property and Procurement and shall terminate September 30, 2020. 3. COMPENSATION Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay University the sum of ONE HUNDERED TWENTY-SEVEN THOUSAND DOLLARS ($127,000.00) in accordance with the provisions set forth in Addendum U (Compensation) attached hereto and made a part of this MOA. 4. TRAVEL EXPENSES Inclusive ofthe compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to paydocumented transportation, subsistence, lodging and othertravel 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 ofthe Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed FOUR THOUSAND DOLLARS ($4,000.00). 5. RECORDS University when applicable will present documented precise records oftime and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS University 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, databases, printouts and memoranda ofevery description derived therefrom and pertaining to this MOA shall become the property ofthe Government and shall be turned over to it at the termination ofthis MOA. The above described materials shall not be used by University or by any other person or entity except upon the written permission ofthe Government. 8. LIABILITY OF OTHERS Nothing in this MOA shall be construed to impose any liability upon the Government to persons, finns, associations, or corporations engaged by University as servants, agents, or D3 GENERAL CONTRACT NO. 2 INITIALS[ G041OMBT20 DocuSign Envolop ID: BI7DEcSA-07B3-4201-9ACO-717E34A75E68 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 University its servants, agents or independent contractors. 9. ASSIGNMENT The University shall not subcontract or assign any part ofthe services under this MOA without the prior written consent of the Government. 10. INDEMNIFICATION To the extentpermitted by law, the University agrees to indemnify, defend and hold harmless 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 Government may incur, sustain or be subjected to, arising out of or in any way connected to the services to be performedby University under this MOA and arising from any cause, except the sole negligence ofGovernment. 11. INDEPENDENT CONTRACTOR University shall perform this MOA as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. 12. GOVERNING LAW This MOA shall be governed by the laws ofthe United States Virgin Islands andjurisdiction shall remain in the United States Virgin Islands. 13. WAiVERS AND AMENDMENTS No waiver, modification or amendment ofany term condition or provision ofthis MOA 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 waive; 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 ofthe terms, conditions orprovisions of this MOA, 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 MOA 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. us GENERAL CONTRACT NO. 3 INITIALS[, G041OMBT20 DocuSlgn Envelope ID: R17DEC9A-C7B3-4201-9AC0-717E34A75E68 15. RIGHT TO WITHHOLD Ifwork under this MOA is not performed in accordance with the terms hereof Government will have the right to withhold out of any payment due to University, such sums as Government may 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 satisfy such claims. Government will immediately notify the University 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 University 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 MOA shall be subject to the availability and appropriation of hands and to the approval ofthe Commissioner ofthe Department ofProperty and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on thirty (30) days written notice to the other party specifying the date oftermination. 18. PARTIAL TERMINATION The performance of work under this MOA 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 University. This partial termination shall be effected by delivering tothe University, aNotice ofPartial Termination specifying the extentto which the term and/or duties under this MOA are terminated and the date upon which such termination becomes effective. The University shall be entitled to receive payment for services provided to the date oftermination, including payment for the period of the thirty (30) day notice. 19. NON-DISCRIMINATION No person shall be excluded fromparticipating in, be denied the proceeds ofor be subject to discrimination in the performance ofthis MOA on account ofrace, creed, color, sex, religion, disability or national origin. 20. CONFLICT OF INTEREST The University 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 GENERAL CONTRACT NO. __________ 4 INITIAL_ G041OMBT20 DocuSlgn Envelope ID: 8I7DEC9A-C7B3-4201-9ACO-717E34A75E88 required to be performed under this MOA. 21. NOTICE Any notice required to be given by the Terms ofthis MOA 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 ofProperty and Procurement 8201 Sub Base, Suite 4 St. Thomas U.S. Virgin Islands 00802 Jenifer C. O’Neal Director Office ofManagement and Budget Emancipation Gardens Station 2 Floor 5041 Norre Gade, St. Thomas, USVI 00802 David Hall, SJD President University ofthe Virgin Islands 2 John Brewer’s Bay St. Thomas, VI 00802-9990 22. LICENSURE University covenants that it has: (c) obtained all ofthe applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 ofthe Virgin Islands Code; and (ci) familiarized itselfwith the applicable provisions of Title 27 ofthe Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda I and II attached hereto arc a part ofthis MOA and are incoiorated herein by reference. 24. DEBARMENT CERTIFICATION By execution of this MOA, the University certifies that it is eligible to receive awards using GENERAL CONTRA NO. —_______ 5 INA G041OMBT20 DocuSign Envelope ID: 817DEC9A-C7B3.4201-9ACO-717E34A75E66 federally appropriated funds and that it has not been suspended or debarred from entering into agreements with any federal agency. University 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 University or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the University or subcontractor agrees that it shall not be entitled to payment for any work performed under this MOA or any subcontract and that the University or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 25. FALSE CLAIMS University warrants that it shall not, with respect to this MOA, make orpresent 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. University acknowledges that nialcing such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. 26. NOTICE OF FEDERAL FUNDING University acknowledges that this MOA is funded, in whole or in part, by federal funds. University warrants that it shall not, with respect to this MOA, make or present any claim knowing such claim to be false, fictitious, or fraudulent. University acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WIT ESSES: GOVE THE VIRGIN ISLANDS JeiiC. O’NeaI, Director ate 2. Ltk)fof Management and Budget 1. ____________________________ ___________________________________________ ____________ Anthony D. Thomas, Commissioner Date 2. Department of Property and Procurement Oen.d by: CONTRACTOR I .IU8I9.d by I ‘ I tN \ ii 4/27/2020 1. ______________________________ l- __________ ‘r?l11l1ll, President Date (DS GENERAL CONTRACT NO. 6 INITIALSj.._ 5/12/2020 G041OMBT20 DccuSgn Envehpe ID: 817DEC94C7B3-4201-9ACO-717E34A75E68 DOc4lSi1.d by: 2i7411 tLt University ofthe Virgin Islands —453ADFOFB254Fy.. APPROVED AS TO LEGAL SUFFIçIjCY, ,> DEPARTMENT OF JUSTICE BY: — Date:2020.OS1209:37:28-04OO PURCHASE ORDER NO. - ___ CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of MOA No. ___________entered into between the Department ofProperty and Procurement and University ofthe Virgin Islands Anthony D. Thomas, Commissioner Department of Property and Procurement GENERAL CONTRACT NO. ___________ 7 INITIALSE G041OMBT20