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CONTRACT FOR PROFESSIONAL SERVICES fa San . THIS AGREEMENT is made this day of Uarcif 201@ in the Territory of the US Virgin Islands, by and between the Government of the US Virgin Islands, Department of Property and Procurement, on behalf of the DEPARTMENT OF TOURISM (hereinafter referred to as “Government”) and PROJECT ST. CROIX, INC. (hereinafter referred to as “Contractor’’). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to coordinate THE 2016/2017 IRONMAN 70.3 ST. CROIX TRIATHLON, to include the awarding of all prize money, which duties and responsibilities are more particularly described in Addendum I (Scope of Work) and Addendum JJ (Disbursement of Funds) attached hereto; and WHEREAS, the Contractor represents that it is willing and capable of providing such services; 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 the execution of this contract by the Governor of the U.S. Virgin Islands, this contract shall be effective beginning on January J, 2016 and shall terminate on December 31, 2017. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Work), agrees to pay the Contractor a baseline sum for each event which shall not exceed ONE HUNDRED THOUSAND DOLLARS AND NO CENTS ($100,000.00) per annum. If the contractor provides proof that the event produced more than the contractually required number of room nights of (1,000), the Department of Tourism will allot additional funding for the event based on the Department of Tourism's Heads in Beds formula. The additional funding for this provision shal] not exceed a maximum of TWENTY- FIVE THOUSAND DOLLARS AND NO CENTS ($25,000.00.) Therefore, the contract per year shall not exceed ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS AND NO CENTS ($125,000.00) in accordance with the provisions set forth in Addendum II (Disbursement of Funds) attached hereto and made a part of this contract. The total sum of this contract shall not exceed TWO HUNDRED FIFTY THOUSAND AND NO CENTS ($250,000.00). a PO45D0TTI? | (Contract Number) Contractor’s Initials (RFP Number) 4, TRAVEL EXPENSES In addition to the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($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 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, 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 contractors. Contractor covenants that it will, at its own expense, purchase property, professional and general liability insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). 9. ASSIGNMENT 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 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 performed by Contractor under this Contract and arising from any cause, except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR PO45D0TTI7 | fe (Contract Number) Contractor’s Initials : (RFP Number) 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 shail be strictiy 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, 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 Governor. 17. TERMINATION Either party will have the right to terminate this Contract 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 shall deem such termination advisable. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination specifying the PO45D0TTI7 's Initials > (Contract Number) Contractor’s Initials (RFP Number) 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 (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: (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) aterritorial 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; (iii) no financial interest in the Contract as that term is defined in section 1101 (1) of said Code chapter. 21. EFFECTIVE DATE The effective date of this Contract shall be the day of execution of the Contract by the Governor of the Virgin Islands. 22. NOTICE Any notice required to be given, by the Terms of this Contract shail 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 Nominee Department of Property and Procurement Sub Base, Building #1, Third Floor St. Thomas, Virgin Islands 00802 With copy to: Beverly Nicholson Doty Commissioner po45 DOTTI ; Department of Tourism (Contract Number) Contractor’s Initials 4 (RFP Number) St. Thomas, V1 00804 Or hand delivered to: 2318 Kronprindsens Gade St. Thomas, V] 00802 CONTRACTOR Mark Sperber, President Project St. Croix, Inc. P.O. Box 3955 Christiansted, VI] 00822 Or hand deliver to: 59 King’ Wharf Christiansted, VI 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 are a part of this Contract and is 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 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 subcontracts 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 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. 26. 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 Virgin Islands, or any officer, department, board, commission, or other agency thereof, knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is an offense under Virgin Islands 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 (Contract Number) Contractor’s Initials _g- Crem) POASDOTTIZ 5 Tt 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. wring IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES; GOVERNMENT OF THE US VIRGIN ISLANDS ‘ Ae thd j I 3 ITF Beverly Nicholson Doty Date Commissioner Department of Tourism “Lloyd T. Bough, Jr. Conwissioner Ncminee Department of Property and Procurement CONTRACT OR hte UWAS= 20 Wirt Ceed Mark Sperber Date President Project St. Croix, Inc. APPRO Date: Y rf 2) ~ Kenneth E, Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY: Aye Nall Date: dil y 7 SC MED NO. ACCOUNT CODE NO. ~ Yo wm OF Go = ze rm = FO Wworem po45d0TT \7 po ce cmd Contractor’s Initials i