CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is made on ne day of /) babe , 20f() f(y in the Territory of the Virgin Islands, by and between the GOVERNMENT OF THE VIRGIN ISLANDS, Bureau of Economic Research, Office of the Governor (hereinafter referred to as "Government") located at 21-22 Kongens Gade, St. Thomas, U.S. Virgin Islands, 00802 acting through the Department of Property and Procurement and Ms. Lauritz Mills d\b\a Sygma PCS, (hereinafter referred to as the "Contractor") located at 18 Caret Bay, St. Thomas, VI 00803. WITNESSETH: WHEREAS, The CEDS planning process results in a five year strategic plan that is updated periodically to reflect changes in a region. The Plan provides an overview of the region, including socio-economic and other characteristics. It also provides an assessment of progress on economic development, discusses strengths and challenges that can impact future development, and outlines a set of goals, objectives, and activities as part of a plan to address local development issues. The Plan was adopted in 2015 and an update is intended to serve as a policy guide during the interim period between a full update of the CEDS as it helps the community to identify critical issues and opportunities which continue or arose since 2015. 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 shall provide the services described in Addendum | attached to this Contract. 2 TERM This Contract shall commence upon the execution of this Contract by the Governor of the Virgin Islands and shall terminate on September 30, 2017. 3. COMPENSATION The Government in consideration of the satisfactory performance of the services described in Addendum I (Scope of Work), agrees to pay Contractor an amount not to exceed (NINETY-SEVEN THOUSAND DOLLARS) ($97,000.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. O51BERTI6 Maw ps 4. TRAVEL EXPENSES No additional compensation for services specified in Paragraph 3 above. 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 professional standards applicable to its profession and to consultants doing business in the United States Virgin Islands. ae DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials, programs, printouts, and memoranda of every description, including those in electronic format, 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, or upon the Government’s reasonable demand. The above-described materials shall not be used by the Contractor or by any other person or entity except upon the written permission of the Government, which consent may not be unreasonably withheld. The files, database summaries or any other program and reports developed for use in this project become the sole possession of the Government and cannot be used or copied for any purpose other than stipulated in this contract. The Contractor will not provide or otherwise make available or distribute any program or material in any form without the written consent of the Government. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon Government persons, firms, associations, or corporations engaged by Contractor as servants, agents, independent contractors, or in any other capacity whatsoever, or make the Government liable to any such persons, firms, associations or corporations for the acts, omissions, responsibilities, 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. 9. ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this contract without the prior written approval of the Government. pOSTBERTIO bom Page 2 of 11 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless the Government from and against any and all loss, damage, liability, claims, demands, detriments, cost, charges and expenses (including attorney's fees) and causes of action of whatsoever character which the Government 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. 11. 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. 12. GOVERNING LAW The Contract shall be governed by the laws of the United States Virgin Islands 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 of any force or effect unless made in writing, signed by the parties hereto or their duly authorized representative, 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 Contract, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 14. ENTIRE AGREEMENT This written Contract contains the entire agreement between the parties and hereto, and all prior understanding or communications, written or oral, with respect to the Project, which is the subject matter of this Contract, are merged herein. 15. 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 the Government may deem ample to protect it against loss or to assure payment of claims arising therefrom, and, at its option, the Government may apply such sums in such manner as the Government may deem proper to secure itself or to satisfy such claims. The Government hun Page 3 of 11 PQ 51 BE R T16 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 the Government if and while Contractor gives satisfactory assurance to the Government that such claims will be paid by the Contractor or its insurance carrier, if applicable, in the 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. 17. TERMINATION Either party hereto may 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 the Government shall deem such termination advisable. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination 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 thirty (30) days 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, religion, national origin or handicap. 20. EFFECTIVE DATE The effective date of this Contract is upon the signature of the Governor. 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 required to be performed under this Contract. (b) Contractor further covenants that it is: ‘Whim Page 4 of 11 POSIBERTI6 (1) Not a territorial officer or employee (i.¢., 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 compensation on a salary, fee or contractual basis); or (2) a territorial officer or employee and, as such, has: (i) familiarized itself with the provisions of Title 3, Chapter 37, 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; (ii1) no financial interest in the contract as that term is defined in section 1101, (1) of said Code chapter. 22. NOTICES Notices required to be given, by the Terms of this Contract shall be deemed given when the same is sent by certified mail, postage prepaid or personal delivery or Certified Mail, Return Receipt Requested to: GOVERNMENT: The Honorable Randolph N. Bennett Commissioner Department of Property and Procurement Sub-Base 3 Floor St. Thomas, VI 00802 Ms. Bernadette V.M. Melendez Director Bureau of Economic Research Office of the Governor 21-22 Kongens Gade St. Thomas, USVI 00802 CONTRACTOR: Ms. Lauritz Mills Owner Sygma PCS 18 Caret Bay St. Thomas, USVI 00803 23. LICENSURE The Contractor covenants that it has: a. obtained all of the applicable licenses or permits, temporary or otherwise, as required by Title 27 of the Virgin Islands Code; and Lhin Page 5 of 1] POSIBERTI6 b. familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 24. 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 claim to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is an offense under Virgin Islands law. 25. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in 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 false, fictitious, or fraudulent claim is a federal offense. 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 into contracts with any federal agency. The contractor shall include this provision in each of its sub-contracts 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 sub-contractor misrepresents its eligibility to receive contract awards using federal funds, the contractor or sub-contractor agrees that it shall not be entitled to payment for any work performed under this contract or sub-contract and that the contractor or sub-contractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. If, during the term of this contract, the contractor shall become ineligible to receive contract awards using federal funds, this contract shall be terminated forthwith for cause and the contractor shall not be entitled to payment for any work performed under this contract or sub-contract after the effective date of such ineligibility. 27. OTHER PROVISIONS Addendum I and Addendum II attached hereto are a part of the Contract and are incorporated herein by reference. Allkum Plae Got it POSIBER T16 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT Garo Kyat Ef —Se sh ke A LAO Pie by: Y/ RandolptN. Bennett Date Commissioner OFFICE OF THE GOVERNOR BUREAU OF ECONOMIC RESEARCH Ohne £ nbn ti dc vd ntindy & Ali Berpiadette V.M. Melendez Date Director LAURITZ MILLS D/B/A Sygma PCS Lauritz Mills Date Owner AP Vp (4 ‘ (0-0t]b Horiorable Kenneth E. Mapp Date Governor of the Virgin Islands Approved as to Legal Sufficiency Department of Justice by: Sah Guat 4125 IIb | Date / PURCHASE ORDER NO. ACCOUNT CODE NO AW) am Page 7 of 11 POSIBERT16