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CONTRACT FOR PROFESSIONAL SERVICES THIS ACRIEMENT is made this day of __________ 20_ - in the Territory of the US. Virgin Islands, by and between the (iovernnlent of the 11.5. Virgin Islands, Dcpartmcaçf Property and Procurement, on behalf of tii OFFICP OF THE GOVERNOR (hcrcmaftc4i4fl4 to as “Governrnem”) and BRADFORD NUGENT (hereinafter referred to as Contmctor W1TNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide a plan for the Government Access Channel (GAG) that includes a rebranding effort, the development of new television shows and the establishment of N full twelve-hour pmgramming cycle in just six months, The goal is to make the GAC more informative, educatioiul and beneficial to the people of the Virgin Eslands as more particularly described in Addendum I (Scope ofServices) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 VJ.C. § 239(aXS) after having surveyed all available talent pool hi the Territory fbr services as a gelevision producer and brand creator acid having Found Contractor as the most capable, qualifil the rnostcxpcricnccd for the pui-poscs herein, including Coni-actor’s familiarity with the Administration and The Governor’s executive team, and having negotiated,the terms of the Contract with the Contractor 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 V.TitICn instrument, the iartics 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 Upon execution of this Contract by the Commissioner of the Department of Property and Procurement iic Contract shall be effective for a Term cornmencinn October 1, 2023 and terminatIng March 31, *24 1 he Ten-n may he etten*JJ)Pdd4pfr ‘%n-month term upon written nottcc and mutual agrccmcnt of the panics 3. COMPENSATiON The Gpvet-nmeni. in consideration of the satisf1ory performance of the services described in Mdendurn I (Scope of Services), agrees to pa Contractor a sum not to exceed SEVENTY FiVE - Ccmrraciors rniri;tk: Conrtset No 22nd November 23 P015OOGT24 TWO - sU DOLL 4 ) in accordtmce ith the provisions set forth in Addendum II (Compensation) a Jti ind made a part of this contract. 4. TRAVEL EXPENSES Inclusive ofthe compensation for services as specified in Paravaph 3 (Compensation) above, the Government agrees to pay documented transportatian. subsistence, lodging and other travel expenses. while in travel status, for trips which have been suthorized in wdting, in advance, by the Government These costs shall be advanced or r&rnbursed 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/K (S N/A), S. RECORDS • lhe Contractor when applicable, will present documented precise records of time and/or money expended under this Contract 6. PIIOFFSSIOP4AI. STANDARDS The Contractor agrees to maintain the profcssi&nal standards applicable w 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 shalt not be used by Contractor or by any other person or entity exccpl upon the written permission of the Government. S. LIABILITY OF OTH1tRS Nothing in this Contract shall be construed to impose any liability upon the (icwecnnient to persons, firms, associations, or corporations engaged by Contractor as servants, agents, or independent conwtctors, 4W in any other’capachy whatsocvcr, or make Government liable to any such persons, firms, associations, & corporations for the acts, omissions. liabilities, obligations and taxes of Contractor of whatsoever nature, including hut not limited to unemployment insurance, gross rcccipt excise, and social security taxes for Contractor, its servants, agents or independent coitractois. 9. ASSiGNMENT The Conlr4ctor shall not subcontract or assign any ptrt 0f the erviccs under this Contruct without the prior written consent of the Government. Contractor’s Inkials: Contract No P015OOGT24 10 INDEMN%UtAItON Contractor agrees to indemnify, detend and hØzss txovernmeru from and against any and all loss, damac. liability, claims, demands, Wt4á”1s, costs, charges and expenses (including attorney’s fees) and causes of action of whatsoever character which Government may incur. sustain or be subjected to, arising out of ar in any way connected to the services to be performed by Contractor under this Contract and arising from any cause, except the sole negligence ol Government lit INDEPENDENT CONTRACTOR The Contr4br shall perform this C -jjin independent contractor and nothing herein contained shall be construed to be ii th this relationship or status 12. COVERNING LAW This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction shall remain iv, ‘he United States Virgin Eslands, 13. WAIVERS ANt) AMENDMENTS No waiver, modification or amendment of any tcrnt 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 ‘pecifying with particularity the nature and extent of such waiver, modificaliort or amendment, Any such waiver, modification or amendment in any instance r instencc% shall m no event he constmed to be a gcncrdJØçr, modification or amendment of any olib terms, coixhtionc or pnn nions of Ibis ontrac4$%.same shall he strictly Irnuted and rcØettd to tin. txtcnt and occasion specified in suhgW44tmg 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 WITHHOLI) If work under this Contnict 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, CJovernine may apply tich sums in such manner as Government may deem proper to secure itself or tod Mach claims. Government will immediately notify the Contractor in writjn in the event that it elects to exercise its riaht to withhold, .3 Contracict’s lnitbk: _________ Contract No. P015OOGT24 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 Contrdctor or its ;nsurance carrier, ifapplicable in the event that such contest is not successfuL 16. CONDITION PRECEDENT This (:ontract shall be subject to the availability and appropriation of funds and to the approval of the Comm isioner of 11w Department of Property and f’kcurcsiwni 17. TERMINATION fither puny will have the right w tei-minate this Contract with or without cause on thirty (30) days written notice to the other party specifying the date of termination. 18. PARTIAL TERMINATION I he performance of wn-k under thic Contract may be terminated by the in part whenever the Governmcnt shall deem such termination advisable by providinj thn (10) days written notice to the Contractor. This partial termination shall be effected by dsjivcring to the c:ontractor a Notice of Padial i’erminatinn speeiCying the extent to which the term and/or duties un&r this Contnct 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 oftermination, including payment lbr the period of the ten (10) day notice, 19. NON-l)ISCRIMINATION No person shall he excluded from participathig in, he denied the 1wodc of or he subject to discrimination in the performane of (his Contract on account of race, creed4 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 indirea, which would conflict in any narLner or degree with the performance of sen’jces required to be performed under this Contract. (b) Contractor further covenants that it is: (1) riot a temlonal officer or employee (is., the Ooernor, Lieutenant Governor. member of the Lcyi1aturc, or any other elected territorial officiat or an officer or employee cr 1isLative, executive or judicial branch of the Government or any ag , commission or independent instnimentality of the (lovemmel pompensaed on a salary. fee or contractual basis); or (2 a territof yec and, as such1 has: Conmu.:!ar’s Inthals: ________ Contract No, P015OOGT24 U (1) familiarized itself with the provisions of Tftle 3, Chapter 37 of the Virgin Islands Code, pertaining to conflicts of intcrcst.. including the penalties piovision set forth in section 1108 thereaf (ii) not made, negotiated or influenced this Contract. in its offleial capacity; and (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 Commissioner of Property and Procurement and as further provided in Section 2 above 22. NOTICE Any notice required Ui he given by the Terms of this Contract shall be deemed to have been gwcn when the same is sent by certified mail postage prepaid or personally delivered, addressed to the panics as follows: GOVERNMENT Lisa Alejandro Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Karl Knight Chief of Staff Office of the (iovernor of the U.S. Virgin Islands 5047 (21 -22) Kongcns Gade St. T)wmas Virgin Islands 00802 CONTRACTOR Bradford Nugcnt 5612 Sunny isics Christiansted, Virgin IsLands 00823 23. LICENSURE The Contzçtor covenants thai it has: a) pcd all of the applicable licenses or permits, permanent, temporary or othcn’,isc 4ired by Title 27 of the Virgin Is1ands c; and (n) ‘St’bneed itself with the licabli 27 ofthe Virgin Islands C ode pertaining to professioqs4ceup$4L 5 (...onnctor s Lnitials -— Coaiinc No __________ P015OOGT24 24. OTHER PROVISIONS Addend4 I and II attached hereto are a pan of this Contract and are incorporahxi herein by reference. 25. FALSE CLAIMS Contractor warrants that shall not, with respeci to this Contrdct, make or present any claim upon or agamnsi the (iovernnvØf the Virgin Islands, or any officer department, board, commission., or other agency thereof, kflmqjng such claims to be false, fictitious or fraudulent Contrauor acknowlcdes that rnãklájsflch a false. tic(itioijs or fraudulent claim is an offence under Virgin Islands law. 26. Ir4SIJRANCE (a) COMMERCIAL (WNRRAI. I .IABII fl: N/A (1,) PROFESSIONAL LIABILITY; NA (c) WORKERS’ COMPENSATION: N/A C, Coaor’s Ltia: Ccuitract Nci. P015OOGT24 LINTENTIONALLY LEFT BLANKJ Contractor’s LnidaIsEA%) ConRract Na ________ _______ P015OOGT24 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above wriuen. VITNESSES: a- COVERNME T OF THEVIRGIN ISLANDS Karl Knighl Chief Office ofthe Governor of the U.S. Virgin Isbnds 10/6113 Date DepaEJ$1$4Ot Property and Procuicmtnt Date cO*i%AaoR 24( Bradford Nugent b1 ItS Date (Corporate seal. if Contractor is a corporation) APPROVED AS TO LEGAL SUFFJCTJY - DEPARTMENT OF JUSTICE BY: Is! qcwS Crs Date 11/22113 ASSISTANT ATTORNEY GENERAL PURCHASE ORDSR NO. CZK[IFICATE OF APPROVAl. I hereby certify that this is a hue and exdCh copy of Contract No. -- between the Dcpartmcnt of Property and Procuremern and Bradford Nugent. Commissioner Ø4Propcrtv and Procurement t,nteral into Cra.or Contract No 11/22/2023 P015OOGT24