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CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is made this yn day of N\ WW _, 2018, in the Territory of the Virgin Islands, by and between the GOVERNMENT ‘OF THE VIRGIN ISLANDS. acting through its Department of Property and Procurement on behalf of the DEPARTMENT OF PLANNING AND NATURAL RESOURCES (hereinafter referred to as "Government"). and JENNIFER ROTHENBERGER D/B/A TIERRAMAR CONSULTING (hereinafter referred to as "Contractor") WITNESSETH: WHEREAS, the Government is in need of the services of a contractor to facilitate the coordination of the development of updates to the US Virgin Islands (USV1) Coral Reef Management Priorities and Local Action Strategies: and WHEREAS, the Government is seeking services from a contractor with business and management background in USVI coral reef issues: and WHEREAS. the Government received estimates for the work described in Addendum I and selected Contractor under the provisions of 31 V.1.C. § 239(a)(3) to perform the services outlined: and WHEREAS, the Contractor 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 The Contractor will provide the services described in Addendum I (Scope of Work) attached hereto and made a part of this Contract. 2. TERM This Contract shall commence upon the execution of this Contract by the Governor of the U.S. Virgin Islands and shall terminate two (2) years thereafter. This contract may be renewed on the same terms and conditions for two periods of six (6) months at the sole discretion of the Government. Any such renewal or extension shall be contingent upon the satisfactory performance of the Contractor and shall be subject to the availability and appropriation of funds. The Government shall give written notice to the Contractor of such extension and or renewal not less than sixty (60) days prior to the expiration of this Contract. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum | (Scope of Work) attached hereto and made a part of this Contract. agrees to pay Contractor the sum of FORTY-FIVE THOUSAND DOLLARS Contract vo. POT4P N R T 1 8 Initials: — SAL Professional Services Contract Between DPNR and TierraMar Consuliing ($45,000.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract. Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, ithe 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-contracl employees of the Government, or as agreed to by an addendum to this Contract, however, said césts and expenses shall not exceed Eight Thousand Two Hundred Eighty and 0/100. Dollars ($8.280.00). 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 prolessional standards applicable to its profession and to consultants. doing business in-the United States Virgin Islands. 7, DOCUMENTS, PRINTOUTS, ETC. Aji 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 fo it at the termination of this Contract. The above described materials shall nat be used by. Contractor, or by any other person or entity, except upon the written permission of the Government. 8. LIABILITY OF OTHERS Nothing in this Contract shall be canstrued to impose any hability upen the Government te persons, firms, associations. or corporations engaged by Provider as servants. agents, or independent contractors, or in any other capacity whatsoever, or make DPNR Hable to any such persons, firms associations, or corporations for the acts, omissions, liabilities, obligations and taxes of Centractor of whatsoever nature, including but net limited to unemployment msurance and social security taxes for the Contractor, its servants, agents of Independent contractors. The Contractor shall net subcontract or assign any part of the services under this Contract without the prior written consent of the Government. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless Government from and against any and all loss, damage, liability, claims, demarids, detriments, cost, charges and expense (including 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 Professional Services Contract Between DPNR and TierraMar Consulting Page 3 af 15 to the services to be performed. by Contractor under this Contract and arising from any cause, except the sole negligence of Government. 1t. INDEPENDENT CONTRACTOR The Provider shall perform the services in 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 [slands and jurisdiction shall remain in the United States Virgin Islands. 13. WAIVERS AND AMENDMENTS No waiver, modification, or amendment of any term, condition, or provision of this Contract shall 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, modification or amendment. Any such waiver, modification or amendment in any instaice or instances shall in no event be construed to bea general waiver, modification or amendment of any of the terms, conditions of provisions of this Contract. but the same shall be. strictly limited and restricted to the extent and ovcasion specified in such signed writing or writings. This Contract constitutes the entire agreement of the parties relating to the subject matter addressed in this Contract. This Contract supersedes all prior communications. Contracts, or Contracts between the parties with respect to the subject matter addressed in this Conitact, whether written or oral. Any person signing this Contract represents and warrants that. he or she has authority and capacity to sign on behalf of said party, and to make the covenants and promises set forth in this Contract. 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereaf, Government will have the right to withheld out of any payment due io 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 of to satisfy such claims. Government will immediately. notify the Contractor in writing in the event that it elecis 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 thé 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 Governor of the United States Vitgin Islands. Contract No. (Wr Professional Services Comtract Between DPNR and TierraMlar Consulting 17. TERMINATION Either party will have the right to terminate this. Contract. with or without cause on Thirty (30) days written notice to the other party specifying the date of termination. 18. PARTIAL TERMINATION The performance of work under this Contract may be terminated by the Government. in part, whenever DPNR shall deem sich termination advisable. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination specifying the extent to which the ierm and/or duties under this Contract are terminated and the. daté 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 Thirty (30) day notice. 19. 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, icligion, disability, er national origin. 20. CONFLICT OF INTEREST (a). Contractor covenants that it has no interest and will not acquire any interest directly or indirectly, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. {by Coniractor further covenants that it is: th) not @ territorial officer or employee {i.c., 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 ar employee and, as such, has: (i} familiarized iiself with the provisions of Title 3, Chapter 37 of the Virgin Islands Cade, pertaining to conflicts of interest, including the penalties provision set forth in section 1108 thereat: {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. The effective date of this Contract shall be the day ef execution of the Contract by the Governor of the United States Virgin Islands, Contract No. P 0 14 P N R T ] 8 iniilals: SPL Professional Services Contract Between DPNR and TierraMar Consulting, Page 5 of [5 Any notice required to be given by the Terins 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 Lloyd FP. Bough Jr, Conmissioner Department of Property and Procurement Sub Base, Building No. 1. Third Floor St. Thomas, V1 00802 Dawn L. Heary, Esq. Commissioner . Department of Planning and Natural Resources 8100 Lindberg Bay, Suite #61 Cyril E. King Airport — 2" Floor St, Thomas, Virgin Islands 00802 CONTRACTOR Jennifer Rothenberger d/b/aVierraMar Consulting 5823 Tritity Bhiff Ct. Fulshear, TX 77441 23, LICENSURE The Contractor covenants that it has: (a) obtained all applicable licenses ar permits, permanent, temporary or otherwise as. required by Title 27 afthe Virgin Istands Code; and (b) femniliarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to. professions and occupations, 24. BEBARMENT CERTIFICATION By execution of this Contract. the Contractor certifies that it is eligible to receive awards using federally appropriated funds and that it has not been suspended.or debarred from entering into contracts or Contracts with any federal agency. The Provider shall include this provision in each of its subcontracts hereunder and shall furnish is subcontractors with the ctirrent “LIST OF PARTIES EXCLUDED FROM. FEDERAL PROCUREMENT OR NON-PROCUREMENT™. In the evemt the Provider or any subcentractor misrepresents tts eligibility to receive awards using federal funds, the Provider or subeontractor agrees that it shall not be entitled to payment for any work performed under this Contraci or any Subcontract and that the Contractor or subcontractor shall promptly reimburse the Government for any progress payments heretofore made. 25, NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in part. by federal funds. Provider watrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to be false, fictitious. er fraudulent, Provider acknowledges that making sucha false, fictitious, or fraudulent claim is a federal offence. Professional Services Contract Between DPNR and TiecraMar Consulting Page 6 of IS 26. FALSE CLAIMS Contractor warrants that it shall net, with respect to this Contract, make or present any clan upon or against the Gavernment of the Virgin Islands, or any officer depariment, board, commission, or other agency thereaf, knowing such claims te be false. fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fraudulent claim is.an offence under Virgin Islands taw. 28. OTHER PROVISIONS Addendums 1, tL. (ff, and IV, are part-of this Contract and are incorporated herein by this reference. Initiais: J Professional Services Contract Between DPNR and TierraMar Consulting IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. GOVERNMENT/OF THE US VIRGIN ISLANDS 322/18 Date ‘ommissioner lhe XC Ath Wp Witness Lloyd T. Bough, Jr. ate Commissioner CONTRACTOR . a : hegh. TP, YY 3/4/19 Witrtéss Jennifel Rothenbefger Date d/b/a TierraMar Consulting mv4 VAD: | Date: Os-Py-l¥ Kenneth E. Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUCRNy ‘ Zs DEPARTMENT OF JUSTICE BY: 242 Bigs Date: fl a a PAG PURCHASE ORDER ACCOUNT CODE NO. CERTIFICATE OF APPROVAL [ hereby certify that this is a true and exact copy of ContractContract No.| | entered into between The Government of the Virgin Islands and Jennifer Rothenberger d/b/a TierraMar Consulting Lloyd T. Bough, Jr.. Commissioner Date Department of Property and Procurement Contract No. PQ 14 PN R T 1 8 Initials: TPL