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OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this _______ day of , 2Q, in the Territory ofthe Virgin Islands, by and between the Government ofthe Virgin Islands, Department of Property and Procurement, on behalf of the Dcpaatment of Tourism (hereinafter referred to as “Government”) and Lisa Posey (hereinafter referred to as “Contractor”). WITNESSETH: WhEREAS, the Government is in ne.d of the services of a Contractor to promote the USVI as a premier film destination 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 3 V. LC. § 239(a). (8) as this agreement is specific to the department’s needs and fulfills the services outlined; 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 will provide the services described in Addendum I (Scope of Services) attached hereto and made a part ofthis contract. 2. TERM AND EFFECTIVE DATE The term. of this. Contract shall be from January 1, 2Ol to December 31, 2)2 1. Upon the date of execution of this Contract by the Commissioner of the’ [kpartment 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 addional 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. RFP No. ___________ Contractor’s Initials: ________ Contract No. _________________ __________ 1st January 21 P066DOTT21 iL OPCMR 3. COMPENSATION The GovermnenL in consideration of the satisfactory performance of the services d scribed h Addendum I (Scope of Services), agrees toy Contractor a sum not to exceed seventy thousand dollars and no cents ($70,000.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part ofthis contract. 4. TRAVEL EXPENSES Inclusive ofthe compensation for sen’ices as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writIng, in advance, by the Government. Thce costs th be advanced or reimbursed on the saute basis as is ajiplicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed fifteen thousand dollars and no cents ($ i5,000M). 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 ofthe Government. & LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the Government to riS, 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 2 RFP No. ___________ Contractor’s initials: ________ Contract No. P066DOTT21 a OPCMR insurance, gross receipt, excise, and social security taxes for Conlmctor, its servants, agents or independent contractors. 9. ASSIGNMENT The Contractor shall not subcontract or assign any part ofthe services under this Contract without the prior written consent ofthe Government. 10. INDEMNiFICATION Contractor agrees to indemnify, 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 sLibjected to, as a result of any third party claim arising out of: (i) any material breach of the obligations of Contractor under this Agreement, (ii) the negligence or willful misconduct of contractor or its agents in connection with the services rendered under this Agreement; and (iii) any non-compliance of applicable law. 11. INDEPENDENT CONTRACTOR 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. RFPNo. Contract No. 3 Contractor’s nitia1s: P066DOTT21 • ‘*,[• _,L) OPCMR 13. WAIVERS AND AMENDMENTS N waiver, modificatk or amendment ofany term, condition, or plo-Via on ofthis Contract thai! be valid or ofany 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, r amendment. My such waiver, modi atitt ot’ amendment in any instaee 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 shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 14. ENTIRE AGREEMENT This agreement constitules the entire agreement of the parties relating to the subject n-atter 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 Cont ctor fails to- perform in a dance with the terms and conditions herein and fails. to cure such material breach, and/or Government has determined that the indemnification obligations of Contractor in Section 10 above are applicable, then Government shall supply written notice of the Sante to Contractor. Thereafter, in the event that Contractor fails to cure such material breath within 10 business days, then, Government will have the right to withhold out ofany payment due to Contractor, such sums as Government may deem reasonably necessary to protect it against loss r to assure paymeni ofclaims arising therefrom, and, at its option, Government may apply sueh sums in such manner as Government may deem proper to secure itself or to satisly such claims. Government will provide prior written notice to Contractor 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 ofthe Department ofProperty and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on sixty (60) days written notice to the other party specifying the date ofterminatiou. 4 _____ Contractor’s Initials: RFPNo. ___ Contract No. P066DOTT21 :. OPCMR 18. PARTIAL TERMINATION The petftrmauce of work under this Contract may be terminated by the Government, in pa, whenever the Government shall deem such termination advisable by providing sixty (60) days written notice to the Contractor. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination seeifying the extent to whieh 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 oftermination, including payment for the period ofthe sixty (60) day notice. 19. NON-DISCRIMINATION No person shall be excluded front participating in, be denied the proceeds of or be subject to discrimination in the performance ofthis 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 Of degree with the performance of services required to be performed under this Contract. (b) Contractor further covenants that it is: (1). riot a territorial officer or employee (i.e., the Governor, Lieutenant Goernor, member ofthe 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 ot 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 itselfwith the provisions ofTitle 3, Chapter 37 ofthe Virgin Islands Code, pertaining to conflicts of interest, including the penalties provision set forth in section 1108 thereof; (ii) rio made, negotiated or influcnctd this Contract, in its official capacity; and (iii) no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. 5 Contractor’s Initials: _______ RFP No. Contract No. P066DOTT21 OPCMR 21. NOTICE Any notice required to be given by the Terms ofthis 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 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Joseph 13. Bosehulte Commissioner Department of Tourism 2318 Kronprindsens Gade St. Thomas, Virgin Islands 00802 CONTRACTOR Lisa Posey Independent Contractor 24325 Crenshaw Blvd., #213 Torrance, CA 90505 22. LICENSURE The Contractor covenants that it has: (a) obtaiped all of the applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 ofthe Virgin Islands Code; and (b) familiarized itselfwith the applicable provisions ofTitle 27 ofthe Virgin Islands Code pertaining to professions and occupations. 23. OTBER PROVISIONS Addenda I and II attached hereto are a part of this Contract and are incorporated herein by reference. RFP No. _______ Contract No. Contractor’s Initials: _______ P066DOTT21 24. DEBARMENT CERTIFICATION : / t,. OPCMR 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. 25. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or against the Government ofthe 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 Contractor’s waiver is attached 7 Contractor’s Initials: RFPNo. _____ Contract No. P066DOTT21 27. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A. •• OPCMR A facsimile, electronic or digital signature on this Contract shall be deemed an original and bThding upon the Parties hereto. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. GOVERNMENT OF THE VIRGIN ISLANDS Joseph B. oschulte, Commissioner Department of Tourism WITNESSES: /—/‘/--ZJ Date Date 3/25/2021 Anthony D. Thomas, Commissioner Department of Property and Procurement CONT CTOR 77 - Lisa o y, Indepen APPROVED AS TO LEGAL SUFFICIJCY4 f’ DEPARTMENT OF JUSTICE BY: ____ stant ttorney1Jner PURCHASE ORDER NO.________ ______ ______ State of Cooin, Coun at S S — On before nie, NoIoryPuIc, personolappeaiedL... • tt idrnit;ty cf - wni iuvI lu iii Liii lIi tjubl ut uIlIjIuiy vCltiii.. l b The ei() 10 il’q51 whose name(s) are subscribed I. the wiThin Instrument ond acknowledged ii:F to roe that helsheithey executed Ihe so ri rsIherlthelr authorized capocity(iesj, I (. ui;; . and that by hin/heriltreir gnotuce(s( on re instrument he peior4sj, or the entity . upon behalf of which the person(sl ucled. e ecuted Ihe Instrument, - I rtY ede tAI tt; o lo1;o YI1TNESSrnhcndondofiiciolseol. piP No. Contract No. x Contractor’s Initials: _______ 3/25/2021 P066DOTT21