OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 10th day of September , 2025. in the Territory of the U.S. Virgin Islands, by and between the Government of the U.S. Virgin Islands, through the Department of Property and Procurement, on behalf of the DEPARTMENT OF PLANNING AND NATURAL RESOURCES (hereinafter referred to as the "Government") and BAKER LAW P.C. (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to assist the Government with drafting and preparing Zoning and Subdivision Law amendments to the Virgin Islands Code Title 29, Chapter 3, Subchapters I and Il, which duties and responsibilities are more particularly described in Addendum | (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.IL.C. § 239(a)(3) pursuant to a Request for Proposal posted on May 31, 2024, by the Division of Comprehensive & Coastal Zone Planning (CCZP): and WHEREAS, the Contractor represents that Contractor is willing and capable of providing such services; and 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 Services) attached hereto and made a part of this contract. 2. TERM & EFFECTIVE DATE This Contract shall be effective upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement and shall terminate one (1) year thereafter. The Government, in its sole discretion, shall have the option to renew this Contract for one (1) additional period of one (1) year subject to the same terms noted herein, by providing the Contractor with Thirty (30) days' written notice of the Government’s election to renew. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed TWENTY-ONE THOUSAND THREE HUNDRED FORTY DOLLARS ($21,340.00) in accordance with the | Contract No. PO93PNRT25 Contractor’s Initials: Mwy OPCMR provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract. 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 hon-contract employees of the Government. or as agreed to by an addendum to this Contract. However, said costs and expenses shall not exceed FIVE HUNDRED NINETY DOLLARS ($590.00). 5. RECORDS The Contractor, when applicable, will present precise documentation of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The Contractor agrees to maintain the professional standards applicable to Contractor's profession and to consultants doing business in the United States Virgin Islands. The Contractor affirms that Contractor is duly admitted and in good standing as a Member of the Virgin Islands Bar and is duly licensed to practice law before the Supreme Court of the Virgin Islands. The Contractor further affirms that she will abide by all applicable rules of professional responsibility, including all applicable provisions of confidentiality, during the term of this Contract. Contractor shall provide a Certificate of Good Standing to practice law in the U.S, 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 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. 8. 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 the Government liable to any such persons, firms, associations, or corporations for the acts, omissions, liabilities, obli gations and taxes of Contractor of whatsoever nature, including but not limited to unemployment 2 Contractor’s Initials: Contract No, PO93PNRT25 ontractor’s Initials: _\WP)_ OPCMR insurance, gross receipt, excise. and social security taxes for Contractor, its servants, agents or independent contractors. 9. ASSIGNMENT As the services to be rendered are based on the personal competence of the Contractor and are part of the inducement for this Contract, the Contractor shall not 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 the Government from and against any and all loss, damage, liability, claims, demands, detriments, costs, 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 the 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 This 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 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 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 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 3 Contractor’s Initials: wy Contract No. PO9YSPNRT25 OPCMR agreements between the parties with respect to the subject matter addressed in this agreement, whether written or oral. 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof, the 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 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 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 availabi lity and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract, with or without cause, upon thirty (30) days written notice to the other party specifying the date of termination. 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. 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 by providing Twenty (20) days written notice to the Contractor, 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 twenty (20) 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, religion, disability or national origin. ContractNo. PO93PNRT25 Contractor’s Initials: AW) OPCMR 20, 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: not a territorial officer or employee (i.e., 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); nor a territorial officer or employee and, as such, has: (1) (2) 21. NOTICE (i) (ii) (iii) 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; not made, negotiated or influenced this Contract, in its official capacity; and no financial interest in this Contract as that term is defined in section 1101(1) of said Code chapter. Any notice required to be given by the Terms of this Contract shall be deemed to have been given when the same is sent by electronic mail or certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Lisa Alejandro Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Jean-Pierre Oriol Commissioner Department of Planning and Natural Resources 4611 Tutu Park Mall Suite 300, 2nd Floor St. Thomas Virgin Islands 00802 5 Contractor’s Initials: wer Contract No, PO9OS3PNRT25 OPCMR CONTRACTOR Michéle Baker, Esq. Baker Law PC 5316 Yacht Haven Grande Ste. N104-27 St. Thomas. VI 00802 Email: michele@bakerlawvi.com 22. LICENSURE The Contractor covenants that it has: (a) obtained all the applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 of the Virgin Islands Code and the Rules of the V.I. Supreme Court; and (6) — familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations and the Rules of the V.I. Supreme Court. 23. OTHER PROVISIONS Addenda | and II attached hereto, including Exhibits to said addenda, are a part of this Contract and are incorporated herein by reference. 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 claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. 25. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract (a) COMMERCIAL GENERAL LIABILITY: Contractor, as the owner and sole employee of the firm, shall be excluded from the requirement to obtain Commercial General Liability insurance based on the low-risk remote nature of the work and the absence of physical interactions with GVI staff or the public. The Government acknowledges and agrees that no Commercial General Liability coverage will be maintained for this Contract. (b) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to the Government, which covers the services being performed under this Contract, with policy limits of not less than five hundred thousand dollars ($500,000.00) per claim. The Government shall be 6 Py Contractor’s Initials: wr Contract No, PO93PNRT25 a OPCMR listed thereon as a certificate holder. (Insurance limits may be reduced subject to the approval of DPP, however, insurance limits cannot be less than the total compensation value of the contract. Contracts valued in excess of $500,000.00 will require additional coverage subject to DPP’s approval). c) WORKERS’ COMPENSATION: Contractor shall be expressly excluded from Workers’ Compensation requirements, as the firm has no employees other than its owner. The Contractor shall not be required to obtain coverage under the Government Insurance Fund or any other form of Workers’ Compensation insurance for the performance of this Contract. 26. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. The Parties have hereunto set their hands on the day and year as set forth below. [INTENTIONALLY LEFT BLANK] Contractor’s Initials: N WA Contract No. PO93PNRT25 OPCMR IN WITNESS WHEREOF, the first above written. parties have hereunto set their hands on the day and year WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS vee 27-Aug-2025 Je an-Pierre L. Oriol Date Depa _ ment of Planning and Natural Resources = 2 lite 09/10/2025 cw Lisa M. Alejan am ConndenGaes Date Department of Property and Procurement CONTRACTOR cs (i) Lali Babe . 08/01/2025 Michéle Baker, Esq. Date Baker Law, P.C. APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY: Date 09/10/2025 PURCHASE ORDER NO, Contract No. PO93PNRT25 Contractor’s Initials: Aes