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CONTRACT FOR PROFESSIONAL SERVICES. THIS AGREEMENT is made this LAY Dey; {IH ne Teiory of the Virgin ] Islands, by and between the Government of the Virgin I$lands, Department of Property and Procurement, on behalf of the [Department of Tourism] (hereinafter referred to as "Government") and Halcyon Partners LLC (hereinafter referred to as “Contractor”) WITNESSETH: WHEREAS, the Government is in need of the Services of a Contractor for the coordination and implementation of the Ports of the Virgin Islands strategic plan which duties and responsibilities are more particularly described in Addendum ! (Scope-of Work) attached hereto; and . WHEREAS, the Contractor represents that it is willing and capable of providing the services outlined. NOW, THEREFORE, in consideration of the-mutua! covenants herein contained, and intending te be legally bound by this written instrument, the parties hereto do covenant and agree as follaws: 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 October 1, 2018 and shal! terminate on September 30, 2020. The Government shal] have the. option to renew the contract for an additional two-year period immediately following the initial term if necessary. 3. COMPENSATION The Government, in consideration of the satisfactory perfonnance of the services described in Addendum.1 (Scope of Work), agrees to. pay the. Contractor a:sum of One Hundred and Eighty Thousand and No Cents ($180,000.00) per amum, which includes the consultation fee and travel expenses i accordance with the provisions set forth in Addendum {1 (Compensation) attached hereto and made a part of ‘this contract. The total Compensation of this Contract shall not exceed THREE HUNDRED SIXTY THOUSAND DOLLARS AND NO CENTS ($360,000.00.) 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 shal! 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 thirty thousand and no cents per annum ($30, 000.00). Travel expenses shall not exceed $2,500.00 monthly and must be approved in advance. by the Commissioner of Tourism. If a special prograin requires additional travel over the approved monthly allotment, an. increase in. the monthly travel budget must be pre- approved by the Commissioner of Tourism. Travel shall be booked in the most economic { : POd4DOT TI? ny) class of service. available and be pré-approved by the Commissioner of Tourism.. Travel must also correlate with preapproved meetings, programs.and events in support of for the Ports of the Virgin Islands. 5, CONSULTATION, ON CRUISE RELATIONS & CRUISE MARKET DEVELOPMENT Upon execution of the Contract by the Government of the. Virgin Islands, the Contractor’ will: shall help develop, coordinate and implement strategy to ensure growth and. new opportunities in the cruise industry for the Ports of thé Virgin Islands. Expenses for said consultation shall not exceed $150,000.00 as outlined in the:compensation portion of this agreement. 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. 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. af 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. 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 7 . The Contractor-shall not. subcontract or assign any part of the:services under this Contract without the prior written consent of the Government. 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 Gneluding attorney’s fees) and causes of action of whatsoever character which Goverment 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.. POO4D0TTI1e2 JY €RFP:Number) (Contract Number) AH Va 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 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 aniendment in any instance-or instances. shall ino 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 niatter 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 [30] days. written notice to the other party specifying the date of termination. | ee 19, PARTIAL TERMINATION 3 POO4DO0TT19 (RFP Number) (Contract Number) The: performance of work under this Contract may. be terminated by the Government, in part, whenever the Government shal] deem such termination advisable. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termiiation 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 [60] day notice. 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 outlined in the Scope of Work and required to be performed under this: Contract. (b) Contractor further covenants that it is: . Q) not a territorial officer or employee (i.e., the Governor, Lieutenant Governor, meinber 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, cotnmission or independent instrumentality of the Government, whether compensated ona salary, fee or contractual basis); or Q) 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. NOTICE | a | Any notice required to be given by the Terms. of this Contract shall be déemed 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 Department of Property and Procurement Sub Base, Building No. 1, 3“ Floor SK St. Thomas, VI 00802 ) ib POO4D0TT19 a {RFP Number): (Contract Number) A Beverly. Nicholson Doty Commissioner Department-of Tourism 2318 Kronprindsens Gade P.O. Box 6400. St. Thomas, USVI 00802 CONTRACTOR Joseph Boschulte President/CEO Haicyon Partners, LLC 19] Solberg St. Thomas, VI 00801 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. 25. OTHER PROVISIONS: Addendum I & II attached hereto are considered.a part of this Contract and will be incorporated herein by reference. 26, 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 inte contracts with any federal agericy. The. Contractor shall inchide 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. 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 sucli a false, fictitious of fraudulent claim is ‘an offense under Virgin Islands law. 28. NON-COMPETE | Contractor agrees that during the period of this agreement and for a period of three months after the agreement ends or is terminated the contractor will not engage directly ot indirectly, as'‘an employee, contractor or advisor on any project or agreement with.similar activities for the development and enhancement of a cruise port(s) within the Caribbean region. POO4DOTT19 (RFP Number) (Contract Number) 29, NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole orin part, by federal funds. Contractor warrants that it shall not, with respect.to this Contract, make or present any claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making-such a falsé, fictitious, or fratidulent claim is a federal offence: IN WITNESS WHEREOF, the parties have hereunto set their hands‘on the day and year first above written. GOVERNMENT OF THE VIRGIN ISLANDS oer Ltd Doty” Date Department of Tourism Apap — tlie Lloyd T. Bough, Jr. Daté - Department of Property and Procurement. CONTRACTOR Dy oe [7 Joseph Bés schulte Date’ * President/GEO Halcyon Partners, LLC | (Corporate seal) APPROWED: Date: } O 24 [Xe Kennleth/E. Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFJQIE DEPARTMENT OF JUSTICE BY: PURCHASE ORDER NO. CERTIFICATE OF APPROVAL I hereby certifv that this is a true.and exact copy of Contract No. [ - y entered into between the Department of Property arid Procurement and [Halcyon Partners LLC]. Lloyd T. Bough, Jr., Commissioner Department of Property and Procurement 6 POO4DOTTI9 (RFP Number) (Contract Number)