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b>ç4II ‘— OI’CM R CONTRACT FOR PROFKSSIOAI. SERVICES THIS AGREEMENT is made this _________ day of__ ______ .2021. in the lemtory ofthe Vu-gin Islands. by and between the Government of the Virgin h lands. Department ol’ Property and Procurement, on behalf of’ the Department of’ l-Iealth (DOt 1) (hecinafter rcflrrcd to as “Government’) and I’at’t’ord Medical Services. Inc. d/h/a Paf’l’ord Medical Services (hereinafter referred to as Contractor’). WITNESSE’I’H: VHEREAS. the Government is in need of the ser ices ufa Contractor to assist with the Mass Vaccination Program of’ (‘OVII)— 19 vaccines to residents of ‘he U.S. Virgin Islands, which duties and responsibilities are more particularly described in Addendum I (Scope ol’Services) attached hereto: a rid WhEREAS, tire Contractor was selected to perform he needed serices using 31 V.1 C § 239(a)( I). as 31 V.1.C. § 236 was suspended For COVID—1 ) related acquisitions by Order and Proclamation dated March 20. 2020. as extended: and WHEREAS, C’ontractor provided the Public I leafth,jLmergcncy Medical Services in the Government’s ongoing response to the COVI 1)— 19 l’andemi under Contract No. P0021)01 lT2 I v hich expired pursuant to its terms on December 30. 2020; and Wil EREAS, Contractor provides the Public ilealth Iinergeney Medical Services in the Government’s ongoing response to the COV ID—tO Pandemic ur iler Contract No. P0421)01 lT2 I. with renewal options through on April 30. 202 I : and W1ILRI AS th (Jul. ci nmcnt h”ts a conti nucd ncd Ic Public Hc’rlth rrucicnc Iedic’il Ser s ics and scfcctcd (onti actor to cc)ntrnuc_ pros iding Ilic nced d scr rccs ss ith thL Mts V’iccrn itron Program using the provisions in 31 \‘,I.C § 239(a)( I); and W H I’ Ri \S thc ( ontr actor rcpi cLnts that it rs ss 111mg rid capablc of pios iding such s is ricS ‘md NOW. TI-IEREFORE. in consideration of the mutlal covenants herein contained, and intending to be legally bound by this written instrument, tile p rUes hereto do covenant and agree as follows: I. SERVICES Ihe Contractor will provide the services described irm Addendum I (Scope of’ Services) attached hereto and made a part of this contract. Contractor’s Initials: Con I rac t ‘.o. PSC P O?rd O.’Ica/ ,S’rvzces - CGl fiLly .ila..c I IILLIlJIflO1l SU/)jufll I 27th August P125DOHT21 2. TERM AND EFFECT1’1: DATE The term of this Contract shall be from larcli II . 202 I td ber 30, 2021. Upon the date of execution of this Contract by the Governor of the U. S. Vii lands, this Contract shall become effective for the Term set out herein. The Government in its so discretion. shall have the option to renew this Contract for an additional two (2) periods olsix (6) n.onths each. subject to the same terms noted herein. i’hc Government shall provide the Contractor vih five (5) clays written notice of the Government’s election to renew. The Government’s election to extend this Contract is contingent on the availability of approved funding for each renewal option. 3. COMPENSATLON The Government. in consideration of the satisfactory performance of the services described in Addendum I (Scope ol’ Services), agrees to pay Contractor a s rn not to exceed Nine Million Five lIundred Fifty—Two Thousand l)ollars and No Cents (S9.552.)00.00), for the term of the contract in accordance with the provisions set forth in Addendum II (Cor tpensation) attached hereto and made a part of this Contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as speci fled in Paragraph 3 (Compensation) above. the Government agrees to pay documented transportation. subsisten;e. lodging and other travel expenses, while in travel status, l’or trips which have been authorized in writing. in advance, by the Government. l’hese costs shall be advanced or reimbursed on the same h tsis as is applicable to non—contract employees of the Government. or as agreed to by an addenduti to this Contract. however, said costs and expenses shall not exceed ,_N/A. 5. RECORDS ‘l’hc Contractor when applicable, will present documented pi cise records ol’ time and/or money expended under this Contract. I The Contractor shall provide a monthly accounting for the ft nds expended from this award. This includes. hut is not limited to. receipts, invoices, and contracts executed to secure services related to these expenditures. ‘[he monthly report shall be submitted by he 5th business day of the following month. 6. PROFESSIONAL STANI)ARDS I ‘[he Contractor agrees to maintain the probssional standard applicable to its protizssion and to consultants doing business in the United States Virgin Islands. 7. 1)OCUMKNTS, l’IUN’rouTs, ETC. Contractors Initials: Contract No, _______________________________ P.c(’ I’ai7’d .t!c.(i:l.’s’’ri,’ (‘Viii).?’) iia I u’c’,,,tii S’up’i - 4..o “ OPCMR P125DOHT21 OPCMR All documents, hooks. records. instructional materials. programs, printouts and niemoranda of every description derived therefrom and pertaining to tlus (‘ontrac t shall become the property of the Government and shall hc turned over to it at the termination cf this Contract. The above described materials shall not be used by Contractor or by any other per on or entity except upon the written ler1 issiun of the Government. 8. LIAIULITY OF OTIIF,RS Nothing in this Contract shall he construed to impose any liability upon the Government to persons, (irms, associations, or corporations engaged by Contractor as servants, agents. or independent contractors, or in any other capacity whatsoever, or maLe Go ‘‘ernment liable to an such persons. firms, associations, or corporations for the acts. omissions, liabilities, obligations and taxes of’ Contractor of hatsoever nature. including but not limited to iii ‘employment, insurance, gross receipt. excise. and social security taxes for Contractor. its servants. agcits or independent contractors. 9. ASSIGNMINT ‘l’he Contractor shall not subcontract or assign any part of the services under this Contract without the prior written consent of’ the (Iovernment. 10. INDI;MN1F1c’ATIoN Contractor agrees to indemnify. deftmd and hold harmless Go rntnent fiom and against any and all loss, damage, liability. claims, demands, detriments, costs. cha es and expenses (including attorney’s fees) and causes of’ action of v hatsoever character which (3vcrnrnent ma incur, sustain or be subjected to. arising out ot’or in any way connected to the scrvic s to be perftwmed by Contractor under this Contract and arising ll’om any cause. except the sole negl ig’nce of’ Ciovernmcnt. 1. INI)EP1’l)l’N’l’ CONTRACTOR The (‘ontractom’ :shal I perform this (‘ontritct as an independent c& ntraetor and tioth i ig herd ii contained shall he construed to be inconsistent ith this relationship or sttus. 12. GOVKRNIN(; LAV ‘Ibis Contract shall be governed by the laws of the United St.atc s Virgin Islands and jurisdiction shall remain in the United States Virgin Islands, 13. VA1VERs AM) AMEXDMI’N’l’S I No v aiver. inodi tication or amendment of’ an term, condition, or ‘)t’OViSiOI1 of this Contract shall he valid or of any l’oi’ce or effect unless made in writing, signei by the parties hereto or their duly Conirict No, (‘nni’actor’s Initials: P,S’(,’ Pu/f,r,/ .1C,lft’u/ ( Oil!). l1 ,if(I.%. I l,’,IflUlt(’J? .‘fl/J)U!1 P125DOHT21 OPCM R authorized representatives, and specifying with particularity th. nature and extent of such waier. modi flcation or amendment. Any such waiver. modification or an cndmeiit in any instance or instances shall in no event he construed to he a ueneral waiver, modificatu a or amendment et’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 panics rcating to the subject matter addressed in this Agreement. This agreement supersedes all prior comir unications. contracts, or agreements between the parties ‘. ith respect to the subject matter addressed in this agreement. whether written or oral. 15. RIGHT TO WITHI.IOLD 1’ work under this Contract is not perfbrmed in accordance witi the terms hereol Government will base 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 thereftom. and, at its option. Government may apply such sums in such manner as Governmeit may deem proper to secure itscll’ or to satisfy such claims. Gocrmuuent will immediately notify the ( ontractor in writing in the event that it elects to exercise its right to withhold. No such withholding or application shall he made by Cioveniment. if and while Contractor gives satisf’actorv assurance to (Iovcmmcnt that such claims will he paid by Coniraclor or its insurance carrier, if applicable in the event that such contest is nut success uI. 16. CONI)I’L’ION PlUCEI)ENT I This Contract shall be subject to the availability and appropriati n of funds and to the approval of the Governor, 17. TERMINATION Either part\ will have the right to terminate this Contract with or without cause on flve (5) days written notice to the other party spec i Ring the date of’ termination. 18. I’ARTIAI, TERMINATION 1 he performance of work under this Contract may be terminated by the C iovernrnent. in rm’t. whenever the Government shall deem such termination advisable by provi hag flve (5) days written notice to the Contractor. This partial termination shall be ctThctecl by deliveriig to the Contractor a Notice of Partial lermination specifying the extent to which the term and/or duties under this Contract are terminated 4 Coniractoi’s Initials: __ Contract No. I’S( I5i/firI kiwaI ,Vrvicc’.c ( Vt/I). I l!u. J iVcI,?llWI? Su,por( V V c;tp,. •VC*’ 5 m. P125DOHT21 OPCMR and the date upon which such termination becomes eiThctivc. iht Contractor shall be entitled to receive payment for services provided to the date of termination. inc(ud.ng payment for the the tive () d ty noti 19. NON-DISCRIMINATION No person shall be excluded from participating in. be denivd the proceeds of or be subject to discrimination in the performance of this Contract on accoun of race. creed, color, sex. religion. disahi hty or national origin. 20. CONFLICT OF’ INTERES1’ (a) Contractor covenants that it has no interest and s iH not acquire any interest direct or indirect, which would conflict in any manner or de;ree ith the performance of services required to be performed tinder this Contract. (b) Contractor t’urther covenants that it is: (I) not a territorial ofhccr or employee (i.e.. the Governor. I ieutenant Governor. member of the I egislature. or any other dcc ted territorial official: or an ofliccr or employee of the legislative. exectit ive or ui cial branch of’ the Government or an’ agency. hoard. COmmiSsion or independen inslrumentalit\ ol’ the Government. whether compensated on a saIar fe or cot actual hasis) or (2) a territorial officer or employee and, as such has: (I) I’amiliaricd itself with the provision of Title 3. Chapter 37 of’ the Virgin Islands Code. pertaining to conflict ol’ interest, including the penalties V pro\ision set forth in section 1108 lhLreof: (ii) not made, negotiated or influenced th s Contm’act. in its otlicial capacity: and (iii) no financial interest in the Contract as that term is defined in section llol(l) of’ said Code chapter. 21. NO’I’ICI Any notice required to be given b the Terms of this (ontrctc ‘shall be deemed to have been given hen the same is sent h certi lied nail, postage prepamd or I cm’sonally delivered, addressed to the parties as follows: GOVERNMENT ,\nthon I), ‘l’honias. ‘,‘l B’\ Corn iii iss one’ L)epartment of’ Property and Procurement 8201 Suhbasc. Suite 4 V St. l’homas Vi r2in Islands 00S02 Contractor’s Initials: ______ Contract No. - -. _______________________________ - - I’,(Tu/ tfcd,cI ,‘*TI( S ‘Di ID—IS t!a.’ I ftc.jflrI!I(i,1 S P125DOHT21 OPCMR Justa Enearnacion. RN. USN. MI3A/HCM Commissioner Department of I Icalth 3500 Estate Richmond Christiansted. VI. 0082() CONTRACTOR CIa I lobbs. Chic I Operating 0 fleer Patlord Medical Services. Inc. 3509 W I 6 Street Hope. AR 71801 22. IJCENStJRE The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits. prmanent. temporary or otherwise as required by l’itle 27 olthc Virgin Islands Code; and (b) fomiliarized itself with the applicable provisions of l’itle 27 of’ the Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS i\ddencla I. II. Ill. I V and V attached hereto are a part of this C ntract and arc incorporated herein by ic Fe renec 24. 1)EHARMEN’I’ CERTiFICATION By execution ot this contract, the contractor certifies that it is eli ihle to receive contract awards using idcrally appropriated ftinds and that it has not been suspended or debarred from entering into contracts with any federal agency. ike Contractor shall include this Iroviston in each of’ its suheontracts hereunder and shall furnish its subcontractors with the curren “LIS1’ OF PARTI I S EXCI I_i DED FROM FLI)l’RAL PROCI Rl’MENT OR NON—PROCUREMIJ\ . In the event the Contractor or any subcontractor misrepresents its eligibility to receive cont act awards using federal hinds, the Contractor or subcontractor agrees that it shall not be entitled to payment for any work performed under this contract or any subcontract and that the (‘ontrac tot or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progres PaYiflCt’ts heretofore made. 25. FALSE CLAIMS Contractor \arrants that it shall not, with respect to this Contra:t. make or present arty claim upon or against the Government of’ the Virgin Islands. or any ofhcer de1 ariment, board. commission, or oilier 6 Contractors Initials: Con tract No. _________________ Pi,JIorS •t!’dn/ S’r,’s ( t )t ‘/1)—? 9 th,s.c I Sipporl P125DOHT21 OPCMR agency thereof, knowing such claims to be false, hctitiOus or fraudulent. Contractor acknowledges that making such a hilse. tictitious or fraudulent claim is an olle cc tinder Virgin Islands law. 26. NOTICE OF FEI)ERAL FUNI)ING Contractor acknowledges that this Contract is I’unded. in whole cr in part. by federal funds. Contractor \arrants that it shall not. with respect to this Contract, make or jresent any claim knoing such claim to he falsc. fictitious, or fraudulent. Contractor acknowledges hat making such a false. tictitious. or fraudulent claim is a federa offence. 27. INSURANCE Contractor shall maintain the following insurance covcras diii ing the term of this (‘oniract (a) CC)M MERCIAI. GENERAL LIABI LIlY: Commercil general liability insurance, in a form acceptable to the Government. on a “per occurrence” lasis ith a minimum limit of not less than one million dollars (SI .000.000.00) for any om person per occurrence for death or personal injury and one mill ion dollars (SI .000.000,0(:) for any one occurrence for property damage. Insurance policy(ies) shall name the Govenment of the Virgin Islands as the certificate holder and additional insured via an endors ment. (hI pROl:IiXXIONA I. LIAIIIIJ’FY: Prolssional liability nsLirance. in a form acceptable to the (;OveiThueilt. which covers the services being perlor ned under this Contract. -ith policy limits of not less than one million dollars (S I .000.000 00) per claim. The Government shall he listed thereon as a cciii icatc holder. (c) WORKERS’ COMPENSA’liON: Contractor shall supply current coverage under the Government Insurance Fund or other form ot coveragi-. (d) AL I’OMOl)l I.E LIABI LIlY. including No—Fault co erage. with limits of liability not less than SI .000.000.00 per occurrence with the (lover imeni. as additional named insured. (‘overaee shall include all non—owned vehicles and. al hired vehicles. 28. FACSIMILE, ELECTRONIC & I)IG1TAL SICNATI A facsimile. electronic or digital signature on this Contract sh. II he deemed an original and binding upon the Parties hereto. 7 Contractor’s tnitials: _\,J\_ (‘ontract No. PSC’ Puf,5’rI .i/cj,c-l ,“crvjL-s (‘(it ‘1!)—! 9 ,t/a.tv I iccinaItoIl Supori P125DOHT21 0 OPCMR IN \VITNESS WI IERL OF. the parties have hereunto set iheir hands on the day and ear tirst above written. staTcarnacion. Con isTji [)epai’tnent I lea Ith d;___ Anthonomas, Comm iSsioj er 1)epartment of Property and Proc I remcnt Clay o las. Chiet’ Operating Ott icer Pafford Medical Services. Inc. d’ !a Pat’I’ord 7I2?i Date Medical Services APPROVED: (Corporate seal if Contra toi’ is a corporation) Date: I lonorahic AIl)crt Brvaii Jr. GOVERNOR 01: TIlE U.S. VIRGIN ISLANDS D OF JUSTICE BY: Assistant Attorney ene itite 8/20/2021 PURCHASE ORDER NO. I V1TNESSES: GOVERNMKNT OF TilE VIRGiN iS ANDS i24LltA J-fk& 8/1/2021 Date 8/20/2021 Date 8 oitrct No. l’S( ‘ I’a[/sn1 .lkdiaI .S’rv:c’s CC) ‘ID— 19 ,Ius.r WC,,;OIa,, .Vuppoii Con tractor’s Initials: — P125DOHT21 8-27-21