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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this Zi ) day of Lecom lope 2016, 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 Story Worldwide, LLC (hereinafter referred to as "Contractor”) WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor for media planning, buying and implementation which duties and responsibilities are more particularly described in Addendum I (Scope of Work) attached hereto; and WHEREAS, the Contractor represents that it is willing and capable of providing the services outlined in RFP-024-2015P; 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 | (Scope of Work) attached hereto and made a part of this contract. 2. TERM This Contract shall commence upon the execution of the Governor of the Virgin Islands and shall terminate on September 30, 2017. The Government shall have the option to renew the contract for an additional one-year period immediately following the initial term if necessary. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Work), agrees to pay Contractor a sum of One Million, Three Hundred Fifty-Four Thousand Two Hundred Seventy-Four dollars and no cents per annum ($1,354,274.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 4, TRAVEL EXPENSES Included within 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 twenty-five thousand dollars ($25,000.00). Travel expenses shall not exceed $2,083.33, unless preapproved by the Commissioner of Tourism. Travel shall be booked in the most economic class of service available and be pre-approved by the Commissioner of Tourism. Travel must also correlate with preapproved marketing events or programs. - PO29VPD Hy (RFP Number) (Contract Number) 5. ADVERTISING & SOCIAL MEDIA PRODUCTION Upon execution of the Contract by the Government of the Virgin Islands, the Contractor will purchase media on behalf of the United States Virgin Islands Department of Tourism, with the approval of the Commissioner of Tourism. Funds for media purchases are not incorporated within the Compensation portion of this contract. Therefore the Government agrees to an annual Working Media Plan of Four Million Four Hundred Thousand Dollars and No Cents per annum ($4,400,000.00). Media purchases, will be billed monthly at $366,666.67 at the beginning of each month upon receipt of the media plan and the consent of the Commissioner of Tourism of the Media Buy Authorization. The Contractor may not, however, during the term of this Agreement, expend on the Government’s behalf or account, or commit the Government to expend any funds which, in aggregate, exceed the annual advertising budget within the Department of Tourism for the purpose of tourism advertising and promotion. Monthly media purchases may increase beyond the Base Amount of Three Hundred and Sixty Six Thousand Six Hundred and Sixty Six Dollars and Sixty Seven Cents ($366,666.67) (the “Base Amount”) based on market conditions with the prior approval of the Commissioner of Tourism. Subject to the limitations herein on total annual media purchases, but not withstanding anything else to contrary in this Contract, including Addendum II (Compensation), in the event the Commissioner of Tourism approves media purchases above the Base Amount for any given month, the Contractor shall bill the Government at the beginning of that period for the total amount authorized for such period. In any event, total annual media purchases may not exceed Five Million Five Hundred Thousand Dollars and No Cents ($5,500,000.00) annually. Funds for social media production cost are not incorporated within the Compensation portion of this contract. Therefore the Government agrees to One Hundred Thousand Dollars and No Cents per annum ($100,000.00). Social Media production expenses will be billed monthly at Eight Thousand Three Hundred and Thirty Three Dollars and Thirty Three Cents monthly ($8,333.33). Subject to the limitations above on total annual social media production expense, but not withstanding anything else to contrary in this Contract, including Addendum II (Compensation), in the event the Commissioner of Tourism approves social media production expense above $8,333.33 for any given month, the Contractor shall bill the Government at the beginning of that month for the total amount authorized for such month. The Contractor will provide detailed accounting of all media purchases and social media production cost monthly. 6. RECORDS The Contractor shall present documented precise records of time and/or money expended under this Contract as approved by the Commissioner of Tourism. a eae, of UF (RFP Number) (Contract Number) e : 7. 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. 8. 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. Any and all business records of the Contractor created and retained in the ordinary course of the Contractor’s business shall be excluded from this Section 8. 9. 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. 10. ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this Contract without the prior written consent of the Government, which shall not be unreasonably withheld. 11. 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. 12. 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. 13. 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. 14. 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 POZsveO tin 2 (RFP Number) (Contract Number) : k : 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 shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 15. 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. 16. 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. 17. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. 18. TERMINATION Either party will have the right to terminate this Contract with or without cause on [90] days written notice to the other party specifying the date of termination. The Contractor shall be entitled to receive payment for services provided to the date of termination, including payment for the period of the [90] day notice. 19. 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 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 [90] day notice. PO2Z9VPD TIN . (w (RFP Number) (Contract Number) a ic 20. 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. 21. 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) 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 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. 22. EFFECTIVE DATE The effective date of this Contract shall be the day of execution of the Contract by the Governor. 23. INTELLECTUAL PROPERTY As a material condition to which Contractor agrees in exchange for the opportunity to provide the Services, Contractor expressly acknowledges and agrees that all reports, documents, improvements, discoveries, inventions, processes, designs, plans, and trade secrets, whether of a technical nature or not, made or developed by Contractor alone or in conjunction with any other person or entity in connection with providing the Services, which relate to or affect the business of the Department of Tourism (“Intellectual Property”), shall be the sole and exclusive property of Government of the Virgin Islands. Contractor expressly agrees to disclose and reveal to the Department of Tourism all Intellectual Property, and all information regarding Intellectual Property, concurrent with the discovery or development of the Intellectual Property. Contractor hereby assigns to the Department of Tourism all rights, title, and interests in all Intellectual Property belonging to the Government of the Virgin Islands. Contractor agrees not to use or disclose any Intellectual Property owned by the Department of Tourism to benefit a competitor, customer, individual, or other entity without the express written permission of the Commissioner of 5 (RFP Number) P 0 op Page A Tourism. The Government agrees that this Section 23 does not affect or apply to the following: i. Contractor’s pre-existing processes, approaches, trade secrets, improvements, discoveries, inventions, designs, plans, and the like which are used and useable in the Contractor’s business; li. such items of intangible property whose use is widespread in the marketing and advertising industry; ili. any similar or like item of intangible property developed at any time for projects not arising from this Contract. POZ29VPDTIN . 4 (RFP Number) (Contract Number) (e 23, 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 Randolph N. Bennett | Commissioner ; Department of Property and Procurement Sub Base, Building No. 1, Third Floor St. Thomas, VI 00802 : Beverly Nicholson Doty | Commissioner Department of Tourism 2318 Kronprindsens Gade ' P.O. Box 6400 : St. Thomas, USVI 00802 comaacr Simon Kelly Co-CEO and Chief Enthusiasm Officer Story Worldwide, LLC 48 West 25" Street New York, NY 10010 24. 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. i 25. OTHER PROVISIONS Addendum |, Il, Ii] and IV attached hereto containing Paragraphs 25 through N/A is a part of this Contract and is incorporated herein by reference. 26. DE T CERTIFICATION By executiot 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 7 (RFP Noe (Contract Number) PO29VPDTIT Sk. f 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. 27. 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 claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offense under Virgin Islands law. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS - ekeal Ib uciests fh u/ Nb _tfoaaly everly Nicholson Doty 7 Department of Tourism Da all lo Oe Us cs aia Bennett, Commissioner ‘Date Ae’ of Property and Procurement CONTRACTOR teaotha Day n 1irfi¢ Sd WMir(& Simon Kelly Date Story Worldwide, LLC (Corporate seal) PPROVED: VU Date: }2-20-)b Ey eee » pozgvenTiz (RFP Number) (Contract Number) Kenneth E. Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL surrppIeNcy|) dy Vd ler DEPARTMENT OF JUSTICE BY; DA pice Date 2 is [2/f PURCHASE ORDER NO. CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of Contract No. [CONTRACT NO] entered into between the Department of Property and Procurement and [COMPANY’S NAME]. Randolph N. Bennett, Commissioner Department of Property and Procurement PO29VPD TIS (RFP Number) (Contract Number) e pale 5