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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this _/ 4. day of ( hy Ula ie 20 | in the Territory of the Virgin Islands, by and between the Government of theVirgin Islands, Department of Property and Procurement, on behalf of the Bureau of Corrections (hereinafter referred to as "Government") and Evadne Sang, M.D., FACFE (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide psychiatric mental health services, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with 31 V.I.C. § 239(a)(8); and WHEREAS, the Contractor represents that it 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 This Contract shall commence upon the execution of this Contract by the Governor of the Virgin Islands and shall terminate two (2) years thereafter. The Government in its sole discretion, shall have the option to renew this Contract for a period of one (1) additional year subject to the same terms noted herein, by providing the Contractor with ninety (90) 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 the sum of One Hundred Twenty-five Thousand Dollars per annum ($125,000.00), in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. The compensation to be paid under this Contract shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) for the initial two-year period. 4. TRAVEL EXPENSES PO046BOCC19 Contractor’s initials > Contract No. Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which havé been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed ‘on the same. basis: as is applicable to non-contract employees of the Government, or as agreed. to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ N/A). The Contractor when applicable, will present documented precise records of time and/or money expended under this Contract. The Contractor shall provide the Government with a monthly invoice for services rendered pursuant to 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. 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-Government liable to any such. persons, firms, associations, or corporations for the acts, omissions, liabilities, obligations. and taxes of Contractor of whatsoever nature, including but ‘not limited to unemployment insurance, gross receipt, excise, 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 consent of the Government. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless. Government from and against: any and. ail loss, damage, liability, claims, demands, detriments, costs, charges ‘and expenses (including attorney’s fees) and causes of action of whatsoever character which Government may incur; Contract No. 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. J1. 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 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, Government will have the: right. to withhold.out of any payment due to 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 or to satisfy such claims. 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 Government if and while Contractor gives. satisfactory assurance to Government that such claims will be paid by Contractor or its insurance catriet, if applicable in the event that such contest is not successful. 16. CONDITION PRECEDENT 7 PO46BOCC19 Contractor’s Initials:. 3 fy Contract No, This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. 17. TERMINATION Either party will have the right to. terminate this Contract with or without cause on sixty (60) 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 stich termination advisable by providing sixty (60) 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 sixty (60) 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 trace, creed, color, sex, religion, disability or national origin. 20. CONFLICT OF INTEREST (a) Contractor covenants that it has no interest and will not acquire any interest direct of 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: (1) 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);or . . (2) aterritorial officer or employee and, as such, has: ) (i) 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: (ii) not made, negotiated or influenced this Contract, in its official capacity; and (iii) no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. P046BOCC19 Contractor’s Initials: 2°” A Contract No. The effective date.of this Contract shall be the day of execution of the Contract by the Governor. 22. NOTICE 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 certified mail, postage prepaid or personally delivered, addressed to the parties as follows: Anthony D. Thomas, Commissioner Department.of Property and:Procurement $20.1 Sub: Base, Suite 4 St. Thomas Virgin Islands 00802 Wynnié Testamark, Director Bureau of Corrections . Golden-Grove Adult Correctional Facility RR 1, Box 9955 Kingshill, USVI 00850-9715 CONTRACTOR Evadne Sang, MD, FACFE PO Box 1112 Christiansted, VI 00821 23. LICENSURE The-Contractor 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. 24. OTHER PROVISIONS Addenda I and II attached. hereto are a part of this Contract and are incorporated herein by referenice. 25. DEBARMENT CERTIFICATION a PO046BOCC19 Contractor’s ite” “ Contract No. By execution of this contract, the contractor certifies that it is eligible to receive contract awards using federally appropriated ‘finds 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 subcontracts 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 any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor agrees that it shal] not be entitled to payment for any work performed under this. contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands. for any progress payments heretofore made: 26. FALSE CLAIMS Contractor warrants that it shall not; with respect to. this Contract, make or present any claim upon or agaist 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 of fraudulent claim is an offence under Virgin Islands law. 27. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract {a) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to the Government, which covers the setvices being performed-under this Contract, with policy limits ‘of not less than two hundred fifty thousand dollars ($250,000.00) per claim, The Government shall be listed thereon as a certificate holder. [INTENTIONALLY LEFT BLANK] PO046BOCC19 Contractor’s Initials: GS Contract No, IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. Ww. NESSES: ENT OF THE VIRGIN ISLANDS Wa 4 Wynnie Testamark, Director Awana Vawed Bureau of Corrections Qane— Handel 4 Hither. Chava 8/15/2019 lV Anthon . Thomas, Commissioner Date KZA Department of Property and Procurement CO ACTOR hh 1A fa Evadne Sang, MD, FACFE Date Psychiatrist APPROVED: Date: 8-17-19 Honorable Albert Bryan Jr. GOVERNOR OF THE VIRGIN ISLANDS Contract No. P046BOCC19 Contractor’s Initials: APPROVED AS'TO LEGAL SUFFIED is DEPARTMENT OF JUSTICE BY-4 LC LAS V ads 9 PURCHASE ORDER NO. CERTIFICATE OF. APPROVAL, I hereby certify ‘that this is a true and.exact copy of ‘Contract Ne. ‘entered into between thé Department of Property and Procurement and Evadne Sang, MD, FACEE. - Anthony D. Thomas,.Commissioner Department of Propérty and. Procurement Contractor's. Initials: ~ Contract No,_PO46BOCC19