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CONTRACT FOR I’ROFESSIONAL SERVICES OPCM R THIS AGREEMENT is made this day of_____ . 20__. in the Iemtor ol the Virgin Islands, by and between the Government of the Virgin Islands. DEPARTMENT OF PROPERTY ANI) PROCUREMENT, on behalf of the DEPARTMENT OF HUMAN SERVICES whose address is 1303 hospital Ground. Suite 1. St. Thomas, Virgin Islands 00802. (hereinafter refrrcd to as “Departnient’ or “Government’) and THE JUDGE ROTF.NBERG EDUCATIONAL CENTER, INC., 240 lumpike Street. Canton, Massachusetts 02021. (hereinafter referred to as Contractor’). WITN ESSETH: WHEREAS, the Department is in need of a Contractor to provide residential treatment services for minor wards and/or adults referred by the Government; and WHEREAS, the Department selected Contractor when it was ordered by the Superior Court of the Virgin Islands to seek an alternative esidential facility to urgently treat a particular client in Case No. ST-2010-GU-019: and WHEREAS, the client is still in urgent need of residential treatment and remains at Contractor’s facility; and WHEREAS, the Contractor as selected in accordance ith 31 V.l.C. § 239(a) (8) ; and WHEREAS. the Contractor represents that it is illing 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 ritten instrument, the parties hereto do covenant and agree as follows: I. 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 AND EFFECTIVE DATE rhe term of this Contract shall be from June 29, 202(1 to June 30, 2021. Upon the date ofexecution of this Contract by the Commissioner of the Department of Property and Procurement, this Contract shall become etiective for the ‘lerm set out herein. The Go ernment in its sole discretion, shall have the option to renew this Contract for a period of one additional year subject to the same Contraclor’s Initiat Contract No. 29th June 20 P072DHST21 c. 0 PC MR The Judge Roienh’rg Ethwwio,iu/ (‘cult’,, Inc. PiofeionuI Service (‘o?ifracl (2020—202!) G ‘1 Depar(tnem ofHuman Services terms noted herein, by providing the Contractor with sixty (60) days written notice ot the Government’s election to renew. 3. COMPENSATION ‘I’he 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 THRF.E HUNDRED THIRTY-ONE THOUSAND FIVE HUNDRED NINETY-SEVEN AND 00/100 DOLLARS (S331,597.O0) in accordance with the pro’visions set forth in Addendum Ii (Compensation) attached hereto and made a part of’ this contract. in the event the Government exercises its option to renew this Contract, the Contract will rene at the tate specitied in Addendum II for Renewal Option I 4. TRAVEL EXPENSES (a) Inclusive of the compensation for ser ices as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other trael expenses, while in travel status, for trips which ha\e been authorized in writing, in adancc. by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Go’ernment, or as agreed to by an addendum to this (‘ontract, however, said costs and expenses shall not exceed N/A (S N/A). (b)The Government shall be responsible for the coordination and costs for the Client’s transportation in the Contractor’s program. \Vhenever the Client is removed Iiom the Contractor’s program. whether upon the termination of this contract or otherwise stated, the Go’einment shall he responsible for the Client’s transportation and all associated removal costs. 5. RECORDS The Contractor %hen applicable, will present documented precise records of’ time and/or money expended under this (‘ontract. The Contractor shall allow the Government to conduct site isits to the Contractor. which visits may be (i) unannounced or (ii) announced and at a time mutuall acceptable to the arties. During such Government site visits, or as otherwise agreed upon by the parties, the following documents may he reviewed by the Government in connection with such site visits: (a) general documents available to the public; (b) documents specifically related to the Client; and (c) other documents only to the extent that such documents arc necessary to verify and evaluate education services provided at public expense. 2 ConLructor’s Contract No. P072DHST21 OPC’MR 7h’ Judge Rosenberg Eciu’uiiii,gI (‘enier. Inc. rrofL’s.ciOnal .Service ( mIrQCI (2020-2021, (311 DepuiJineni ,JHu,nan Sen ict’s 6. PROFESSIONAL STANDARDS The Contractor agrees to maintain the protssional standards applicable to the state of Massachusetts in which Contractor’s residential Ilicility is located. 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials. programs. printouts and memoranda of e’.ery 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. finns, 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 ot’the services under this Contract without the prior written consent of the Government. Notwithstanding the generality of the foregoing, the Government acknoledges and agrees that it does not require consent t& subcontractors who perform services on Contractor’s premises as part of the Client’s Individualized Services Plan. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless 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 Government may incur, sustain or be subjected to, arising out ofContractor’s negligence or illful misconduct in providing services under this Contract. Contractor’s Initials, Contract No P072DHST21 ..,o— ‘• OI>CMR lh JudgL’ RUIL’lIhcPg Eclucuiitii;aI (‘clue’,. Inc. Pivft’sivnctI S.’rvk.’ (‘w,l,’ucl (2O2O—.?O.’ Ii Gil Dcpuriint’ni oI 1-lumun S’rvicec 11. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor and nothing herein contained shall be construed to be inconsistent ith this relationship or status. 12. GOVERNING LAW This Contract shall be governed by the Laws ot’ilw United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 13. WAIVERS AND AMENDMENTS No waiver. modi lication 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 waier, 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. hether written or oral. 15. RIGHT TO WITHHOLD lfwork under this Contract is not performed in accordance with 11w temts hereot Government will have the right to withhold out of any payment due to Contractor. such sums as Goernnient 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. Gocrnmcnt ill 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 contest is not successful. 4 Contractor’s lniliais Contract No. P072DHST21 OPCMR Tiw Judge !?uwiihcrg £c/uuiunu( Ce,uer, Inc Pro/L’.s 10,1,11 SL’r’ice (‘onlruel (2020—2021, G ‘I Dcpuirnicni of Human .St’rvice 16. CONDITION PRECEDENT This Contract shall he subject to the availability and appropriatton of tIrnds and to the appIo al of the Commissioner of the Department of Property and Procurement. 17. TERMINATION Either party ill have the right to terminate this Contract with or without cause NINETY (90) days written notice to the other party spcciting the date of termination. If the Contract is terminated by the Government as pro ided herein, the Government shall remain obligated to pay, and shall continue to pay the Contractor until the last date of the Client’s enrollment with the Contractor. Should the Government determine that the Contract must be terminated for any reason, payment vill continue until the actual date of discharge. The Contractor will have the right to terminate this Contract under emergency circumstances: and the Client may be discharged. provided that the Government has been given notice of the emergency discharge and a reasonable opportunity to convene an emergency’ discharge meeting. Such emergency circumstances shall include: (a) A Clear and present threat to the health or safety of the Client or others exists or some other circumstance makes it inappropriate for the Client to remain at the Contractor’s program. including, without limitation, a threat presented, or circumstance caused, by the Client. (b) The Individual Service Plan (ISP) and/ui material int’ormation provided to the Contractor does not accurately present the Client’s description. history. behavior, educational capacity or relevant medical information, in that the Client requires a level of staft services or support. including, without limitation, professional. nursing or paraprofessional services beyond that level regularly provided in the Contractor’s program. (C) If any invoice, or portion thereot submitted by the Contractor for services provided with respect to the Client remains unpaid for Thirty (30) days after such invoice has been submitted for payment. provided that 1 en (10) days elapsed since the Contractor notified the Government, in writing, of such non-payment. (d) The Government has failed to comply with the provisions of this Contract. 18. PARTIAL TERMINATJON 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 NINETY (90) days 4 Contractor’s lniiats Contract No. / P072DHST21 Ih JucIg’ Rueiiherg LJJuLflwwI (‘nWr, bk Profissionul Sen ice Coiiiruc1 (2020.202/i G I I Depirnuiit n/ Human Services OPC vl R written notice to the Contractor. This partial termination shall be effecLed by delivering to the Contractor a Notice of Partial Termination specifying the extent to which the term andlor duties under this Contract are terminated and the date upon which such termination becomes eftective. The Contractor shall be entitled to receive pa ment ftr services provided to the date oltermination. including pa ment thr the period of the NINETY (90) 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 Contiact 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 i1l 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 territorial officer or employee (i.e., the Governor, Lieutenant Goernor. member of the Legislature, or any other elected territorial othcial; or an officer or employee of the legislative, executive or judicial branch of the Government or any agency, hoard, 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 itselfwith 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 thereot (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. 21. NOTICE An’ 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 jrepaid or personally delivered, addressed to the parties as follows: 6 Con Lntctor’s Contract No P072DHST21 OPCMR 71w Judge’ R(;ft’,theii EciflL’Utiiinut (‘,.‘nter, Inc. Prr4essiu,,uI ScrvIc’ CunlrLJcl (2020-.?02!) G ti Du.pcw!,ut’ul (4 )/uu,,uii .Se,i,c GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base. Suite 4 St. Thomas Virgin Islands 00802 Ki inberl cv C’ausey-Goniez Commissioner Department of I luman Services 1303 lIospita Ground, Suite I St. Thomas. Virgin Islands 00802 CONTRACTOR Glenda P. (rookes President The Judge Rotenberg Educational Center, Inc. 240 Turnpike Street Canton, Massachusetts 0202 1 22. LICENSURE The Contractor covenants that it has obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by the state of Massachusetts’s laws and regulations. 23. OTHER PROVISIONS Addenda I and II attached hereto are a part of this Contract and are incorporated herein by reference. 24. DEBARMENT CERTIFICATION By execution ot’this contract, the contractor certilies 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 subcontracts hereunder and shall furnish its subcontractors with the current LlST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT”. In the event Contract No. — — Contctors P072DHST21 OI’CMR Thc J,ide Ruit’nh’r,’ b_hicu!ion;I (‘‘,2fr, bi1. Pifssionc,( Stniice Comruc (2020-.?(J.?lj UI! Dqk:rlnzeni ofHuiian .Serv:cLx the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor agrees that it shall not he entitled to payment for any work performed under this contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government ol’ the Virgin Islands for any progress payments heretofore made. 25. 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 ackno ledges that making such a false, fictitious or 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) COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a form acceptable to the Government, on a “per occurrence” basis with a minimum limit of not less than one million dollars (Sl.000.000.OO) for any one person per occurrence for death or personal injury and one million dollars ($1,000,000.00) for any one occurrence for property damage. Insurance policy(ies) shall name the Government of the \‘irgin Islands as the certificate holder and additional insured via an endorsement. (b) PROFESSIONAL LIABILITY: Prolssional liability insurance, in a form acceptable to the Government. which covers the ser ices being performed under this Contract, with policy limits of not less than one million dollars ($l.000.000.00) per claim. The Government shall be listed thereon as a certificate holder. (c) WORKERS COMPENSATION: Contractor shall supply proof of workefs compensation coverage %hicl1 complies with the requirements of the State of Massachusetts. 28. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A Iicsimilc, electronic or digital signaturc on this Contract shall he deemed an original and binding upon the Parties hereto. 8 Contractors luitiats. Contract No. P072DHST21 9. OPCMR The Judge Roh’therg E./ucuthmul Cenwr, be. Prifecsiona/ .t’rl1cC ( ofl1aet (2020—2021) (il-I (k’pdrI,u’u of I!u,nan Services [N WItNESS WHEREOF, the parties liue hereunto set theii hands on the day and year first above written. WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS - ausey-Gomez. Commi Department of Human Services Anthony D. Thomas. Commissioner Date I)epartmcnt of Property and Procurement 6’RACTO R 4J P. (‘r ‘s. iLsicnt Date e Judge Rotenberg’tbcTffbnal Center. Inc. (Corporate seal. if Contractor is a corporation) APPROVED AS TO LEGAL SIJFFICI - CY 4/23/202 1 Attorney ener DEPARTMENT OF JUSTICE BY ________________________ _______ PU RCIIASE ORDER NO.___________ _______ C) 3/5/2021 Date Contract No. Contractor’s nitaIs 4/23/2021 P072DHST21