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OPCMR MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT (“MOA”) is made this__17th day of June, 20.21 _in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf the of Department of Public Works, (hereinafter referred to as "Government") and the Office of Lieutenant Governor. (hereinafter referred to as "OLG"). WITNESSETH: WHEREAS the Government is in need of the services of a Contractor to provide Geospatial Information for the Territory of the Virgin Islands; and WHEREAS Office of the Lieutenant Governor Geospatial Information Systems Division is mandated to produce the Territory’s land and infrastructure data in useable, digital format, whose duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS the Office of the Lieutenant Governor was selected in accordance with 31 V.LC. § 239(a)(8); and WHEREAS the Office of the Lieutenant Governor of the Virgin Islands represents that it is willing and capable of providing such services. 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 Office of the Lieutenant Governor will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE This MOA shall be effective upon the date of execution of this MOA by the Commissioner of the Department of Property and Procurement and shall terminate Three years (3) thereafter. The Government in its sole discretion, shall have the option to renew this MOA for a period of one (1) additional year subject to the same terms noted herein, by providing Office of the Lieutenant Governor with sixty (60) days written notice of the Government’s election to renew. 3. COMPENSATION Department of Public Works in consideration of the satisfactory performance of the services Initials: FHL GO35DPWT21 OPCMR described in Addendum I (Scope of Services), agrees to pay Office of the Lieutenant Governor a sum not to exceed Two Thousand Five Hundred Dollars ($2,500.00) annually in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this MOA. 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 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 N/A. 5. RECORDS Office of the Lieutenant Governor when applicable, will present documented precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS Office of the Lieutenant Governor 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 MOA shall become the property of the Government and shall be turned over to it at the termination of this MOA. The above described materials shall not be used by Office of the Lieutenant Governor or by any other person or entity except upon the written permission of the Government. 8. ASSIGNMENT Office of the Lieutenant Governor shall not subcontract or assign any part of the services under this MOA without the prior written consent of the Government. 9. GOVERNING LAW This MOA shall be governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 10. WAIVERS AND AMENDMENTS No waiver, modification or amendment of any term condition or provision of this MOA shall be 2 initials AZ. GO35DPWT21 OPCMR 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 be construed to be a general waiver, modification or amendment of any of the terms, conditions or provisions of this MOA, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 11, ENTIRE AGREEMENT This MOA 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. 12, RIGHT TO WITHHOLD If work under this MOA is not performed in accordance with the terms hereof, Government will have the right to withhold out of any payment due to Office of the Lieutenant Governor, 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 Office of the Lieutenant Governor 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 Office of the Lieutenant Governor 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. 13. CONDITION PRECEDENT This MOA shall be subject to the availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 14, TERMINATION Either party will have the right to terminate this Contract with or without cause on Thirty days (30) days written notice to the other party specifying the date of termination. 15. PARTIAL TERMINATION The performance of work under this MOA may be terminated by the Government, in part, whenever the Government shall deem such termination advisable by providing Thirty days (30) days written notice to the Office of the Lieutenant Governor This partial termination shall be effected by delivering to the Office of the Lieutenant Governor a Notice of Partial Termination 3 GO35DPWT21 Initials: 71 OPCMR specifying the extent to which the term and/or duties under this MOA are terminated and the date upon which such termination becomes effective. The Office of the Lieutenant Governor shall be entitled to receive payment for services provided to the date of termination, including payment for the period of the Thirty days (30) day notice. 16. 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 MOA on account of race, creed, color, sex, religion, disability, or national origin. 17. CONFLICT OF INTEREST Office of the Lieutenant Governor 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 MOA. 18. NOTICE Any notice required to be given by the Terms of this MOA 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 U.S. Virgin Islands 00802 Derek A. Gabriel Commissioner Nominee Department of Public Works 8244 Subbase, St. Thomas U.S. Virgin Islands 00802 Hon. Tregenza A. Roach Esq. Lieutenant Governor 5049 Kongens Gade St. Thomas, U.S. Virgin Islands 00802 19. LICENSURE Office of the Lieutenant Governor 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. 4 GO35DPWT21 Initials: / / (4 6/17/2021 Assistant Attorney General 6/17/2021 G035DPWT21