MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT (“MOA”) is made this
day of_
, 20_
in the Territory of the Virgin Islands, by and between the
United States Virgin Islands Economic Development
Authority, (hereinafter referred to as “EDA°) and the Office of Lieutenant Governor, (hereinafter referred to as
“OLO”) through the Department of Property and Procurement.
WITNESSETH:
WHEREAS EDA is in need ofthe services ofa Contractor to provide Territorial Geospatial Information
and facilitate EDA data in useable, digital format; and
WHEREAS OLG Geospatial Information Systems Division which maintains the Territory’s real
property maps, ownership, Parcels and Estates information, and other United States Virgin Islands Land
Infrastructure data in digital format and which 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.I.C. §
239(a)(8) and
WHEREAS the Office ofthe Lieutenant Governor represents that it is willing and capable ofproviding
such services.
I
)
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intendingto be
legally bound by this written instrument) the parties hereto do covenant and agree as follows:
1. SERVICES
The Office of the Lieutenant Governor will provide EDA with access to its GIS Platform in accordance with the
provisions outlined in in Addendum L (Service Provisions, Ill, IV, V, VI, and VII all attached hereto and made
a part ofthis Agreement.
2. TERM AND EFFECTIVE DATE
This MOA shaLl be effective upon the date of execution of this MOA by the Commissioner of the Dcpartmcnt
of Property and Procurement and shall terminate ten (10) years thereafter. The Government in its sole discretion,
shall have the option to renew this MOA for a period ofone (1) additional year subject to the same terms noted
herein, by providing the Office of the Lieutenant Governor with sixty (60) days written notice of the EDA’s
election to renew.
General Contract No.
_____
Initials:
I
17th
September
21
G083LTGT21
3. COMPENSATION
United States Virgin Islands Economic Development Authority in consideration ofthe satisfactory performance
ofthe seices described in Addendum I (Scope of Seces), agrees to pay the Office ofthe 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 ofthis 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
5.
RECORDS
The Office of the Lieutenant Governor when applicable, will present documented precise records of time and/or
money expended under this Contract.
6.
PROFESSIONAL STANDARDS
The Ofice of the Lieutenant Governor agrees to maintain the professional standards applicable to its profcssic4i
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 ofevery 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 the Office of the
Lieutenant Governor or by any other person or entity except upon the written permission of the Government.
8. ASSIGNMENT
The 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. INDEPENDENT CONTRACTOR
The Office ofthe Lieutenant Governor shall perform this MOA as an independent contractor, and nothing herein
contained shall be constnaed to be inconsistent with this relationship or status.
tnitials:
General Contract No.
2
G083LTGT21
‘.3
10. GOVERNING LAW
This MOA shall be governed by the Laws ofthe United States Virgin Islands and jurisdiction shall remain in the
United States Virgin Islands.
II. WAIVERS AND AMENDMENTS
No waiver, modification or amendment of any term condition or provision of this MOA 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 ofsuch 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, orprovisions of this MOA, but the same shall be
strictly limited and restricted to the extent and occasion specified in such signed writing or writings.
12. 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.
13. 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 the 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 itselfor 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 the 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.
l4. CONDITION PRECEDENT
This MOA shall be subject to the availability and appropriation of funds and to the approval ofthe Commissioner
of the Department of Property and Procurement.
15. TERMINATION
Either party will have the right to terminate this MOA with or without cause on thirty (30) days written notice
to the other party specifiing the date of termination.
Initials:
General Contract No.
3
G083LTGT21
16. 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 (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 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 oftermination, including payment
for the period of the thirty (30) day notice.
17. NON-DISCRIMINATION
No person shall be excluded from participating in, be denied the proceeds ofor be subject to discrimination in the
performance ofthis MOA on account of race, creed, color, sex, religion, disability, or national origin.
18. CONFLICT OF INTEREST
The Office of the Lieutenant Governor covenants that it has no interest arid 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.
19. NOTICE
Any notice required to he 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
Wayne L. Biggs, Jr.
Chief Executive Officer
United States Virgin Islands Economic Development Authority
8000 Nisky Shopping Center, Suite 620
St. Thomas U.S. Virgin Islands 00802
L. Christopher George,
GIS Administrator on behalfof
Hon. Trcgcnza A. Roach Esq.
Lieutenant Governor
5049 Kongens Gade #18
St. Thomas Virgin Islands 00802
General Contract No.
4
Initials:
G083LTGT21
4.
20. LICENSURE
The Office of the Lieutenant Governor covenants that it has:
(a)
obtained all of the applicable licenses or permits, pennanent, temporary, or otherwise as required by Tilie
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.
21. OTHER PROVISIONS
Addenda 1, II, Ill, IV, V, VI, and VII attached hereto are a part of this MOA and are incorporated herein by
reference.
22. DERARMENT CERTIFICATION
By execution of this MOA, the Office of the Lieutenant Governor certifies that it is eligible to receive awards
using federally appropriated funds and that it has not been suspended or debarred from entering into agreements
with any federal agency. The Office of the Lieutenant Governor 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 NON-PROCUREMENT”. In the event the Office of the Lieutenant
Governor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the
Office of the Lieutenant Governor or subcontractor agrees that it shall not be entitled to payment for any woiic
performed under this MOA or any subcontract and that the Office of the Lieutenant Governor or subcontractor
shall promptly reimburse the Government ofthe Virgin Islands for any progress payments heretofore made.
23. FALSE CLAIMS
The Office of the Lieutenant Governor warrants that it shall not, with respect to this MOA, make or present any
claim upon or against the Government of the Virgin Islands, or any officcr department, board, commission, or
other agency thereof, knowing such claims to be false, fictitious, or fraudulent. The Office of the Lieutenant
Governor acknowledges that making such a false, fictitious, or fraudulent claim is an offence under Virgin
Islands law.
24. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES
A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the
Parties hereto.
General Contiact No.
5
Imtials:
G083LTGT21
.i
IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written.
GOVERNMENT OF THE VIRGIN ISLANDS
Wayne L. B’g$i)
Chief Executive Officer
United States Virgin Islands Economic Development Authority
Anthony D. Thomas
Commissioner
Department of Property & Procurement
/4Wi__
Hon$,le ‘Øegenza A Roa h, Esq.
Liet3jnanVt3ovemor
Offle of the Lieutenant Governor
Date
APPROVED AS TO LEGAL SUFFICJ1CY ,‘
DEPARTMENT OF JUSTICE BY:
________
Assistant Attorney G’eneral
PURCHASE ORDER NO.
___________
_____
General Contraci No.
_________
4b
Date
9/16/202 1
Date
1ni(iats
6
9/17/2021
G083LTGT21
“DISCLOSURE
means
to
permit access
to
or release,
transfer,
or other
communication of personally identifiable information by any means including
oral, written, or electronic means, to any party except the party identified or the
party that provided or created the record.
UGIS DATA” means data provided by OLO GIS Platform, whether that data
originated
in Geospatial Information Systems Division of the Office of the
Lieutenant Governor or in another entity. “Identifiable Information” means
information that can be used to distinguish or trace on individual’s or entities’
identity, such as their name, Property Tax number, Physical Address, Mailing
Address, etc. alone, or when combined with other personal or identifying
information which is linked or linkable to a specific individual or entity. Identifiable
Information also includes other information that, alone or in combination, would
foreseeably be combined with other publicly available information to reveal any
such particulars.
.
....
.
.•
.
. ..
.! ..
G083LTGT21