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CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT (“Contract”) is made this Ist day of September, 2017 in the Tertitory of the U. S. Virgin Islands, by:and between the Government of the Virgin Islands, DEPARTMENT OF PROPERTY AND PROCUREMENT, on behalf of the DEPARTMENT OF EDUCATION (hereinafter referred to as "Government”) of 1834 Kongens Gade, St. Thomas, U.S. Virgin Islands 00802 and. MILESTONE HEALTHCARE, LLC d/b/a MILESTONE STAFFING SERVICES of 275 W. Campbell Rd. Richardson, TX 75080 ") (hereinafter referred to as "Contractor" or “Milestone™) WITNESSETH: | | WHEREAS, the Department is responsible to promote the cause of education and achieve a high level of general education throughout the Virgin Islands pursuant to Title 3, Chapter 7, Section 96(a)(1); and WHEREAS, the Government is in need of the services of a Contractor to supply the Department of Education (Department or “VIDE”), St. ‘Thomas/St. John and St. Croix School District Offices of Special Education with Occupational Therapist(s), Physical Therapists(s), Speech Therapists, Vision Specialist(s)/Teacher(s). and other specified therapists (“Therapists”) that would. provide related therapeutic. services to: designated special education students between the age of three to twenty one:(3-21) in accordance with their Individualized Education Plans (IEPs) to satisfy the mandates described in the Individuals with Disabilities Education Act (“IDEA”); and WHEREAS, Pursuant to 31 V.LC, §236, Request for Proposal. No. 006-2017(P) was issued by the Department. of Property and Procurement for qualified firms or individuals to provide Therapeutic Services to Students with Special Needs in the St. Thomas/St. John.and St. Croix School Districts; and WHEREAS, Milestone Healthcare, LLC was recommended by the Government’s Evaluation Committee and approved by the Commissioner of the Department of Property and Procurement to provide the services particularly described in Addenduim I ( Scope of Services attached hereto and made part of this Contract; and WHEREAS, the Contractor represents that it willing and capable of providing services particularly. described in Addendum I (Scope of Work) attached hereto and made part of this Contract; and WHEREAS, the Contractor represents that it has complied with all the applicable local and federal laws, rules, and-regulations, as they apply to the implementation of the Contract; 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: (REP-006-2017) i POZ28D0ETI8 - Contract No, Contractor Initials © raat’ 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 _ The term of the Contract shall commence on September 1, 2017 being. made effective upon execution by the Governor of the U. S. Virgin Islands and shall terminate.on August 3.1, 201 8. 3. COMPENSATION The Government, in consideration of the satisfactory performance of thé.services described in ADDENDUM I (Scope of Work), agrees. to pay Contractor the sum of Two Million One Hundred. Thirty-Nine Thousand, Nine Hundred Forty-Four Dollars and Zero Cents ($2,139,944.00) ‘in accordance with the 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 io 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 shail 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 shal! not exceed Not Applicable (N/A) 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 inthe 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-the 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 RFP-006-2017) 2 PQ 28 DOET18 ‘Contract No . Contractor Intials not limited to. unémpioyment insurance and social security taxes for Coritractor, 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 loss, damage, liability, claims, demands, detriments, cost, charges and expense (including attorney's fees) and causes of action of whatsoever character which Government. may incur, sustain or be subjected to the extent caused, during the performance of services under this Agreement, by the negligent acts, errors or omissions of the Contractor or. anyone for whom the Contractor is legally responsible , arising out of or in-any way connected to. the services to be performed by Contractor under this Contract and arising from-gross négligence, except the sole negligence of Government. ii. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor and nothing herein contained shail be construed to be inconsistent with this relationship or status. 12. GOVERNING LAW This Contract shall bé-governed. by the laws of the United States Virgin Islands and jurisdiction shalf 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 pa433rties hereto or their duly authorized. representatives, and specifying with particularity the nature and extent of such waiver, modification ot amendment; Any such. waiver, modification or amendment in any instance-or instances shall in no event be construed to bea 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 spectfied 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 agreernent. 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 good faith, 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 deen ample to protect it against loss or to assure payment of claims arising therefrom, and, at its option, Government may apply such sums in {REP-006-2017) 3 poz80 OE Le: ontract:No. Contr actor Initials \ 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 carrier, if applicable in the event that such coritest 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 U.S. Virgin Islands: 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 worl 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 recelve payment for services provided to the date of termination, including payment for the period of the 30-day notice. 19, NON-DISCRIMINATION No person shail be excluded from participating in, be denied the proceeds of of be subject to discrimination in the performance of this Contract on account of race, 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 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: . (1) not a terntorial officer or employee (i.¢., the Govermor, 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 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 (RV P-006-2017) 4 P02800 ET18 ‘Contractor Initials © Mn, interest, including the penalties provision set forth in section 1108 thereof: (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 1]101(1) of said Code chapter. 21. EFFECTIVE DATE The effective date of this Contract shall be the day of execution of the Contract by the Governor of the U. S. Virgin Islands 22. NOTICE Any notice required to. be given by the Terms of this Contract shall be deemed to have been given when.-thé same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Lloyd T. Bough, Jr., Commissioner DEPARTMENT OF PROPERTY AND PROCUREMENT 8201 Sub Base, 3 Floor St. Thomas, U.S. Virgin Islands 00802 Sharon Ann McCollum, Ph.D., Commissioner DEPARTMENT OF EDUCATION 1834 Kongens Gade. St. Thomas, U.S. Virgin Islands, 00802 CONTRACTOR — George A. Thompson, General Manager MILESTONE STAFFING SERVICES 275.W Campbell Rd, Suite Richardson, TX 75080 23. LICENSURE . The Contractor covenants that. tt 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: 25. DEBARMENT C ERTIFICATION . 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 (REP-006-2017) 5 POZ28D0ET78 Contract =a Contractor Initials , debarred from entering into contracts with any federal agency. The Contractor shall include this provision in each of its subcontracts heteunder and shal! furnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT™. In the évent the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor agrees that. it shall not be entitled to payment for any work performed undet 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 . ‘Cotitractor 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 fratidulent, Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. 27. NOTICE OF FEDERAL FUNDING ‘Contractor acknowledges. that this Contract is funded, in whole or in part, by federal funds. Contractor warrants.that it shall hot, 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 offence. 28. LIABILITY INSURANCE The Contractor shail provide the Goverment with proof of General Liability Insurance coverage and. Medical. Professional Liability Insurance coverage: for the. entire. period of this Contract. The Contractor shall be insured under each policy in an amount of not less than One Million Dollars and Zere. cents ($1,000,000.00). for any one occurrence for each policy. The Contractor must also provide the Government with a certificate of insuranée indicating the Government of the Virgin Islands as a.certificate holder and additional insured on the General Liability policy. In the event that the Contractor’s existing coverage will expire before the end of the Term of this Contract, the Contractor shal} provide proof of the renewal ‘of coverage within ten (10) days after beginning of the new period of the insurance. The policies shall be maintained with insurer(s)} and in a form satisfactory to the Government, and the Contractor shall submit a Certificate of Liability Insurance and Declaration/Endorsement pages naming the Government as an additional insured and certificate holder on the commercial General Liability Policy. 29. BILLING PROCEDURES and PAYMENT The Government will pay Contractor upon receipt-of properly completed invoices to be submitted monthly. The invoices shall describe and document to the Governinent’s ‘satisfaction, and shall contain information, including but not limited to, the period of services covered by the invoice, description of the services performed, and the amount of fees in. accordance with the compensation schedule agreed upon by the’parties. Each invoice must be accompanied. by applicable supporting documents, including but not limited to monthly (REP-006-.2017) 6 POZ8D0ET18 Contragt No. Contractor Initials ~ reports, daily individual student/client SOPA record, and any other deliverables due for the applicable invoice period. Payntent shall be considered timely if made by the Governinent within forty five (45) days after receipt of properly completed invoices, and verification that the services invoiced were provided in’ accordance with the. Contract and all applicable federal and local laws -and regulations, including all applicable policies, rules and procedures pertaining to the Contract or the services provided hereunder. Payment*shall be sent to. the address designated by the Contractor, The:Government may, at its‘sole discretion, withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of the Contract. No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by. the Government. 30. FORCE MAJEURE . Neither Party shall be liable to the other for any delays or failure to_ perform under this Contract, as a result of conditions reasonably beyond the Party’s control. including but not limited to. war, terrorist acts, riot, strikes, fire, earthquakes, hurricanes, floods, or any act of God. 31. SEVERABILITY | | If any of the provisions of this Contract are determined to be invalid, such invalidity shall not affect or impair the validity of the other provisions, which shail be considered severable.and shall remain in full force and effect. 32. NON-PERFORMANCE BY SELECTED CONTRACTOR In the event of the Contractor’s non-performance, , under the Contract and/or the vidlation or breach of the contract terms, the Government shall have the right.to pursue all administrative, contractual, and legal remedies against the Contractor.and shall have the right to seek all sanctions’ and penalties as may be appropriate. Further, either party shall have the right to terminate the contract. with or without cause upon the agreed upon written notice to the other party specifying the date of termination in accordance with Paragraph 17. 33. NON WORKING DAYS All holidays, whether local or federal, are generally considered as non-working, non-paid days for therapists under this Contract: unless Contractor chooses ‘to compensate therapists. Holidays specifically recognized by the Contract are New Year's Day, Fourth of July, Labor Day,. Thanksgiving Day, and Christmas Day, as well as those holidays'set out.on the Public School Calendar (Attachment A) for Elementary, Juniot High, and High Schools each applicable school. year, The applicable Public School. Calendars shall bé provided to the Contractor within a reasonable time before the start of the academic school year, Days lost due to exi gent circumstances such as hurricanes, rain out days, strike days, or other official closure of schools are considered as non-working days, non-paid days for the therapists. Notwithstanding the last day of school that is designated in the Public School (RFP-006-2017) 7 PO 2 SDOET18 Contract No. Contractor Initials CJ Calendars, the Government may recover such days as are necessary by extending the scheol year and/or the dates for Summer School,. and: ‘by the parties entering. into an extension agreement to this Contract. 34. OPTION TO CHANGE THERAPISTS REQUESTED: The Department shall have the.ability to request the number therapist for each discipline and request the substitution of one discipline of therapist for another according to the need of each District as determined by the Commissioner of Education or his or her designee. Such adjlistment will be requested in writing to the Contractor in accordance to Paragraph 22 of the Contract, providing that such adjustment does not increase the compensation amount under the Contract: 35.. THERAPISTS RATE OF COMPENSATION . The Contractor shail be compensated at the rate pér hour for each therapist for the services as provided in Addendum II attached hereto and made part of this Contract based on verified attendance records submitted to both district Directors of Special Education and/or their authorized designee. The compensation will be. computed on the basis of cach therapists’ actual number of hours worked, which shall be eight (8) hours.a day, Monday through Friday between the hours of 7:45 a.m. to 5:00 p.m., excluding lunch, during the regular school year; and six (6) hours a day, Monday through Friday between the hours of 7:45 a.m: to 3:00 p.m., excluding lunch, during the summer. 36. OTHER PROVISIONS: Addendum I, Addendum H, Addendum Uf, and Attachment A, and the Contractor’s. eligibility documents are attached hereto, made apart of this Contract and are. incorporated herein by reference, (REP-(06-2017) s PO28D0ET T 18 one Contractor Initials f 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 EDUCATION LY LIT , | Sharon Ann McCollum, Ph. D. Commissioner Department of Property and Procurement Lloyd T, Bough, Jr. Date Conimissionér CONTRACTOR MM\ESTONE/HEALTHCARE, LLC DBA Zale FMM hag? TWh fF Lb, i, iS ~ Gedt A. Thomppa ~ Date General Manager APPROVED: ie Date: O 6 -¥-1P Kenneth E. Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE B¥/_ 442.4 PURCHASE ORDER NO. (REP-006-2017) 9 POZ8DOE 1, . ‘Contract Contractor Initials