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MEMORANDUM OF AGREEMENT BY AND BETWEEN THE GOVERNMENT OF THE VIRGIN ISLANDS, DEPARTMENT OF HEALTH . AND 7 UNIVERSITY OF THE VIRGIN ISLANDS THIS MEMORANDUM OF AGREEMENT (“MOA”) is. made this Cy day of ® , 2019, in the Territory of the. Virgin Islands, by and between the Government. of the Virgin Islands, Separtment of Property and. Procurement, on behalf of the Department of Health Chronic Disease and Prevention Program (hereinafter referred to 4s "Government”) and University of the Virgin Islands (hereiriafter referred to as "UVI"). WITNESSETH: WHEREAS, the Virgin Islands Department of Health, (“DOH”) is established under Virgin Islands Code-Title 3 § 411 et seq is the territorial authority legislated to- regulate, enforce, monitor and evaluate standards for all health services, facilities and professionals; educate, mobilize.and empower the community toward development of positive lifestyles; and protect the health and safety of the overall community, generally; and as such preyent against the. transmission of diseases; and. exercise general contro] over the: enforcement of laws and regulations relating to the health. of the people of the Virgin Islands; recommend the licensing of health facilities or health services; (as provided for in. V.LLC. Title 19 §1301 et seq);. and WHEREAS, UVIis a learning institution dedicated to teaching, innovative research, and responsive community service anid accredited by the Commission on Higher Education of the Middle States Association of Colleges and Schools; and WHEREAS, the Government is tasked with providing information.and resources to. make it easier for people to’ make: healthy choicés related to. Chronic diseases and conditions requiring ongoing medical. attention or limit activitiés of daily living ot both and is in need of the services of a.Coittractor to provide. assistance in collecting, analyzing and ‘reporting health surveillance: data for the implementation of a ‘Behavioral Risk Factor Surveillance System (“BRFSS”) survey and a Childhood Asthma Callback’ Survey which duties and responsibilities.are more particularly described in the Scope of Work below and; WHEREAS, UVI was selected'to conduct research/study in accordance with Title 3 V.ILC. §74(a); and’ WHEREAS, UVI 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 UVI will provide the services described in Addendum. 1 (Scope of Services) attached hereto and made a part of this.contract. 2, TERM This MOA shall:commence. upon the execution of this MOA by the Governor: of the Virgin Islands and shal] terminate.one (1) year thereafter. The Government in its sole discretion, shal! have the option to. renew . b = Contractor’s Initials “ | ] COOSDOHTT9 MEMORANDUM O. .GREEMENT Virgin Islands Department of Health and the University of the Virgin Islands this MOA for a period of one additional year subject to the same terms noted herein, by providing UVI with sixty (60) 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 1 (Scope of Services), agrees to pay UVI an amount not to exceed Seventy-Two Thousand One Hundred Two Dollars and 00/100 Cents ($72,102.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this MOA. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ N/A). 3. RECORDS UVI when applicable, will present documented precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS UVI 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 MOA shall become the property of the Government and shall be turned over to it at the termination of this MOA. The above described materials shall not be used by UVI or by any other person or entity except upon the written permission of the Government. 8. LIABILITY OF OTHERS Nothing in this MOA shall be construed to impose any liability upon the Government to persons, firms, associations, or corporations engaged by UVI 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 UVI of whatsoever nature, including but not limited to unemployment insurance and social security taxes for UVI, its servants, agents or independent contractors. 9. ASSIGNMENT UVI shall not subcontract or assign any part of the services under this MOA without the prior written consent of the Government. VA G0 0 5DOH Tie Contractor’s Initials: \)* MEMORANDUM QO, .GREEMENT Virgin Islands Department of Health and the University of the Virgin Islands 10. INDEMNIFICATION To the extent permitted by law, UVI agrees to indemnify, defend and hold harmless Government from and against any and all 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, arising out of or in any way connected to the services to be performed by UVI under this MOA and arising from any cause, except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR UVI shall perform this MOA as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. 12. GOVERNING LAW This MOA 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 MOA 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 MOA, 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 MOA 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 MOA is not performed in accordance with the terms hereof, Government will have the right to withhold out of any payment due to UVI, 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 UVI 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 UVI 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. 16. CONDITION PRECEDENT This MOA shall be subject to the availability and appropriation of funds and to the approval of the Governor. Contractor’s tnitials:\) 1 GOQ5D0HT19 a MEMORANDUM O, .GREEMENT Virgin Islands Department of Health and the University of the Virgin Islands 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on ninety (90) days written notice to the other party specifying the date of termination. 18. PARTIAL TERMINATION The performance of work under this MOA may be terminated by the Government, in part, whenever the Government shall deem such termination advisable by providing ninety (90) days written notice to UVI. This partial termination shall be effected by delivering to the UVI a Notice of Partial Termination specifying the extent to which the term and/or duties under this MOA are terminated and the date upon which such termination becomes effective. The UVI shall be entitled to receive payment for services provided to the date of termination, including payment for 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 MOA on account of race, creed, color, sex, religion, disability or national origin. 20. CONFLICT OF INTEREST UVI 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 MOA. 21. EFFECTIVE DATE The effective date of this MOA shall be the day of execution of the MOA by the Governor. 22. NOTICE Any notice required to be given by the Terms of this MOA 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: GOVERNMENT Anthony D. Thomas, MBA Commissioner Designee Department of Property and Procurement Sub Base, Building No. 1, Third Floor St. Thomas, U.S. Virgin Islands 00802 Justa E. Encarnacion, RN, BSN, MBA/HCM Commissioner Designee Virgin Islands Department of Health 3500 Estate Richmond Christiansted, St Croix, VI 00820-4370 G 0 05 D QHT T g: Contractor’s tnitial : MEMORANDUM O. .GREEMENT Virgin Islands Department of Health and the University of the Virgin Islands UVI Noreen Michael, Ph.D Research Director School of Nursing University of the Virgin Islands No. 2 John Brewer's Bay St. Thomas, VI 00802 23. LICENSURE UVI covenants that it has: (c) obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 of the Virgin Islands Code; and (d) 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 MOA and are incorporated herein by reference. 25. DEBARMENT CERTIFICATION By execution of this MOA, the UVI certifies that it is eligible to receive awards using federally appropriated funds and that it has not been suspended or debarred from entering into agreements with any federal agency. UVI 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 UVI or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the UVI or subcontractor agrees that it shall not be entitled to payment for any work performed under this MOA or any subcontract and that the UVI or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 26. FALSE CLAIMS UVI warrants that it shall not, with respect to this MOA, 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. UVI acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. 27, NOTICE OF FEDERAL FUNDING UVI acknowledges that this MOA is funded, in whole or in part, by federal funds. UVI warrants that it shall not, with respect to this MOA, make or present any claim knowing such claim to be false, fictitious, or fraudulent. UVI acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. 28. INSURANCE N/A G 0 0 5 D 0 H T ij 9. Contractor’s iitats) Af MEMORANDUM O. .GREEMENT Virgin Islands Department of Health and the University of the Virgin Islands IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Justa/E. Enc thAcion, RN, BSN, MBA/HCM Date/ a : bey fen ea er Designee ad Department of Health ~-AnthonyD. pla MBA Bate ” Commissioner Designee Ad- Department of Property and Procurement Dik 40 G//ig David Hall, SJD Date President University of the Virgin Islands (Corporate seal, if Contractor is a corporation) APPROVED: ata pate:_ 94 /16 Snorable Albert Bryan, Jr. 7 GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIE DEPARTMENT OF JUSTICE BY A Date PURCHASE ORDER NO. CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of Contract No. entered into between the Department of Property and Procurement and University of the Virgin Islands. Anthony D. Thomas, MBA Commissioner Designee Department of Property and Procurement CG 0 G5 q D | y vH T [7 : Contractor’s Initials: A