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• 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 SIXTY THOUSAND DOLLARS ($60,000.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. Contract No. __________ _ Contractor's Initials:$ CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this ___ day of ____ _, 20_, in the Territory of the U.S. Virgin Islands. by and bet\veen the Government of the U.S. Virgin Islands, Department of Property and Procurement, on behalf of the OFFICE OF THE GOVERNOR (hereinafter referred to as "Government") and BAKER LAW P .C. (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide specialized consulting and advisory legal services to the Office of Legal Counsel of the Office of the Governor, which duties are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.LC. § 239(a)(8) for Contractor's unique capabilities and skills for legal analysis, drafting of agreements and \egis\ation and legal research and institutional and political knowledge of the Territory; and WHEREAS, the Contractor represents that Contractor 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 Upon execution of this Contract by the Commissioner of Property & Procurement the Contract shall be effective for a Term of twelve (12) months commencing on December 5, 2023 and tenninating on December S, 2024. The Government in its sole discretion shall have the option to renew this Contract for two additional periods of six-months each on the same terms noted herein on thirty (30) days prior written notice. 13th September 24 P071OOGT24 P071OOGT24 P071OOGT24 • 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 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 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 Property & 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 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 ten ( I 0) 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 ten {I 0) 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. 4 Contract No. __________ _ Contractor's Initials: 0 '0- P071OOGT24 P071OOGT24 P071OOGT24 P071OOGT24 9/13/2024 9/13/2024 P071OOGT24