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CONTRACT FOR PROFESSIONAL SERVICES ‘THIS AGREEMENT is made this (S= Uday of CE toh & { , 20\%. inthe Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and ‘Procurement, on behalf of the Department of Human Services. (hereinafter referred to as "Government") and Angel A. Lake, MD (hereinafter referred to as "Conttactor”). WITNESSETH: WHEREAS, the Governiment is in need of the services of a Contractor who is a qualified, licensed Physician, to Serve.as a Medical Director at the Herbert Grigg Home for ‘the Aged; at Kingshill, St. Croix, which duties and responsibilities are more particularly described in Addendum I (Scope of Work) attached hereto; and WHEREAS. the Contractor was selected in accordance with 31 V.LC. § 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 1 (Scope of Services) atiached hereto and made a part of this contract. Upon execution of this Contract by the Cominissioner of the Department. of Property and Procurement, the Contract shall be effective for a Term beginning from October 1, 2018 to September 30, 2021. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in. Addendum I (Scope of Work), agrees to pay Contractor the sum of One Hundred Twenty-Six Thousand Dollars and No Cents ($126,000.00) in accordance with the-provisions set forth in Addendum II (Compensation) attached hereto and made ‘a part of this‘contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph. 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while ii travel status, for trips which have been authorized in writing; in advance, by the: Government. These costs shall be advanced or reimbursed on the same basis as is applicable to L- PO43DHSC19 | Ae Contract No. Contractor's Initials:. noen-contract employees, of the Government, or. as agreed to. by an addendum to this Contract, however, said costs and expenses shall not exceed __N/A___ ($ N/A). 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 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, obli gations and taxes of Contractor of whatsoever nature, including but not limited to unemployment insurance 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 Govertiment from and against avy arid all loss, damage. liability, claims, demands, detriments, cost, charges and. expense (including altomey’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 Contractor under this Contract and arising from any cause, except the sole négligence of Government. 11. INDEPENDENT CONTRACTOR tu Contract No. P 0 4 3 D fi 3 7 19 Contractor s-Initials: tt The Contractor shall perform this Contract as an independent contractor and nothing herein contained shall be construed to be inconsistent with this.rélationship 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 ot effect unléss 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 6r amendment. Any such waiver, modification or amendment in any instance or. instances shall in no évent 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 agreentent. This‘agreement supersedes all prior communications, contracts, or agreements between the parties ‘with respect to the subject matter addressed in this Agreement, whiether written or oral. 15. RIGHT TO WITHHOLD ff 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 sucli manner as Government may deem proper ta 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 salisfactory 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 Contract shall be subject to the availability and appropriation of funds and to the approval of the Commissioner. of the Department of Property and Procurement. PO43DHSCI9— Nae Contract No. Contractor's Initials: __ 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-such 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 sixty (60) day notice. 19. NON-DISCRIMINATION No person shail be excluded from participating in, be denied the proceeds of or 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 territorial officer or employee (i.c.,. 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) 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 interest, including the penalties provision set-forthin section 1108 thereof; (ii) not made, negotiated or: influenced this Contract, in its officiat capacity; {iii) no financial interest in the Contract as that -term is. defined in section 1101(1)} of said Code chapter. 21. EFFECTIVE DATE The effective date of this Contract shall be the day of execution. by the Commissioner of the Department of Property and Procurement. po43pHstlt? ; y = Contractor's Initials: 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 serit by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony D, Thomas: Commissioner Department of Property and Procurement 8201 Sub Base; Suite 4 St. Thomas Virgin Islands 00802 Kimberley Causey-Gomez Commissioner. Designee Department of Human Services 3011 Estate Golden Rock Chtistiansted, VI 00820 CONTRACTOR. Angel A. Lake, MD Physician 4007 Estate Diamond Ruby Christiaristed, VI_ 00823 23. LICENSURE The Contractor covenants that it has: (a) obtained all of the applicable Jicenses 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: reference. 25. FALSE CLAIMS Contractor warrants that it shall not, with respect to this. Contract, make or present any claim upen 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 acknowledges. that making such a false; fictitious or fraudulent claim is an offence under Virgin Islands law. Contract No, Contractoe’s Initials: 26. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract (a) The Contractor shall provide the Government with Proof of Professional Liability and/or Professional Malpractice insurance coverage of no less than TWO HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($250,000.00) per occurrence for the entire period of this Contract. In the event that the Contractor’s existing coverage will expire before the end of the term of this Contract; Contractor shall provide proof of renewal of coverage within ten (10) days after the beginning of the new coverage period. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. GOVERNMENT OF THE VIRGIN ISLANDS acim 4.269 \ j z, Cofimissioner Designee Date phe Atlan _G = fal Anthony D. Thomas, Commissioner Date 9/2 Department of Property and Procurement WITNESSES: CONT. . R a Gfa.ofaaty ) , ; —( M Date (Corporate| seal,/if Contractor is a corporation) APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY: Date PURCHASE ORDER NO. CERTIFICATE OF APPROVAL * r mm 6 or 4 Contract No. P U 4 3 D Howl y Contractor’s Initials: