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OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT 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 Department of Tourism (hereinafter referred to as “Government’) and Kmisha-Victoria Counts (hereinafter referred to as ‘Contractor’). WITNESSETH: WHEREAS the Government is in need of the professional services of a Contractor to represent the territory of the United States Virgin Islands as a tourism destination and to increase tourism and travel to the territory from various target market regions of the Continental United States; which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto and WHEREAS. the Contractor was selected in accordance with 31 V.l.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 vil1 provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE The term of this Contract shall be from June 1, 2020 to June 1, 2021. Upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement, this 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 sixty (60) days written 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 Seventy thousand RFP No. _________ Contract No. ___________ Contractor’s Initials: 4.JN C P103DOTT20 1st June OPCMR dollars and 00/100 cents ($70,000.00) in accordance with the 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 he 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 Fifteen thousand dollars and 00/100 cents (S I5000.00). All travel expenses must be approved by the Commissioner of Tourism and validated with documentation and/or receipts. 5. RECORDS The Contractor when applicable, will present documented precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANI)ARDS The (‘ontractor 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 he used by Contractor or by any other person or entity except upon the written permission of the Government, . 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 br 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 (‘ontractor. its servants, agents or independent contractors. RFI No. __________________ Coniraici No. (‘oniraclor’s Initials: ______________ P103DOTT20 • OPCMR 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. INDEMNJFICATION Contractor agrees to indemnify, defend and hold harmless Govcrmncnt from and against any and all loss. damage. liability. claims. demands. detriments, costs. charges and expenses (including anorneys 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 he 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 he 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 ‘riting 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. 3 RFP No. _______ (.‘oiuractor’s 1niti,iIs: 4\J’4 C (onlracl Io. P103DOTT20 p. 15. RIGHT TO WITHHOLD OPCMR 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 he 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 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 thirty (30) days written notice to the (‘ontractor. 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 he entitled to receive payment for services provided to the date of termination. including payment for the period of the thirty (30) day notice. 19. NON-DISCRIMINATION No person shall he 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 INTERFST Iu:p No. (onIrict No. 4 (ontraclor’ s In iii a Is: 1KVC P103DOTT20 0 PC MR (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 perfhrmance of services required to he performed under this Contract. (b) Contractor further covenants that it is: (I) not a territorial officer or employee (i.e.. the Governor, Lieutenant Governor, member of the Legislature. or an 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 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 11 08 thereof: (ii) not made. negotiated or influenced this Contract. in its official capacity: and (iii) no financial interest in the Contract as that terra is defined in section 1101(1) of said (‘ode 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 Subbase. Suite 4 St. Thomas Virgin Islands 00802 Joseph Boschulte (‘ommissioner Department of Tourism 23 1 8 Kronprindsens Gade P.O. Box 6400 St. Thomas. VI 00802 CONTRACTOR Kmisha—V ictoria Counts Independent (‘ontractor 215 /2 S Avenue Unit 59 RFP No. _____________ (,‘onLrc( No, (oniractors Initials: ______________ P103DOTT20 OPCMR Los Angeles, CA 90042 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 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 y execution of this contract. the contractor certifies that it is eligible to receive contract awards using federally appropriated funds arid that it has not been suspended or debarred from entering into contracts with any federal agency. The C’ontractor shall include this provision in each of its subcoritracts hereunder and shall furnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT. In the event the (‘ontraclor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor agrees that it shall not he 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 \lirgin Islands for any progress payments heretofore made. 25. FALSE CLAIMS (‘ontractor 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 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. INSURANCE 6 Contractor’s Initials: KV NC. RIP No, (‘oniraci No. P103DOTT20 0 PC NI R The Contractor has been granted an insurance waiver. The waiver letter was submitted with the 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 policy(ies) shall name the Government of the \‘irgin Islands as the certificate holder and additional insured via an endorsement. N/A (b) PROFESSIONAL LIABILITY: Professional liability insurance. in a form acceptable to the Government. which covers the services being performed tinder this Contract. with policy limits of not less than one million dollars (51.000.00000) per claim, The Government shall be listed thereon as a ccrtiflcate holder. N/A (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. N/A 7 RIP No. _______________ (onIracm No. (.‘ontractor’ s Iii imiaI: P103DOTT20 CØD OPCMR IN WITNESS \VHEREOF. the parties have hereunto set their hands on the day and year first above Written, WITNESSES: GOVERNMENT OF TIlE VIRGIN ISLAND Jose Ite. Commisoner 2. __________________ Department of Tourism AnthonyD. Thomas. Commissioner Date — Department of Property and Procurement - z:ict 2 ,4 — I1dependent Contractor (Corporate seal. if Contracto is a corporation) 9 / 24 / 2020 PURCHASE ORDER NO._______________________ CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of Contract No. _______________________ entered into between the I)epariment of Property and Procurement and t(misha—V ictoria Counts. AnthOT)VD.Th0flh1s, Commissioner Depmimen of Property and Procurement I Conirackw’ Initials: WI’ No. Contract No. 9/24/2020 P103DOTT20