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Docusigri Envelope ID: D2088B47-0F62-4672-8258-4CF3153171AF S OPCt\ JR MEMORANDUM OF UNDERSTANDING BETWEEN THE VIRGIN ISLANDS DEPARTMENT OF HEALTH & NATIONAL FOUNDATION FOR THE CENTERS FOR DISEASE CONTROL AND PREVENTION, INC. THROUGH THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT 11-115 MEMORANDUM OF UNDERSTANDING (“MOW) is made this_day of 2020 in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Health, Public Health Preparedness Division (“VIDOH”) and National Foundation for the Centers for Disease Control and Prevention, Inc. (“CDC Foundation”), through the Department of Property and Procurement. WJTNESSETH: ‘Whereas, the Virgin Islands Department of Health is responsible for the functions as both the state regulatory agency and the ten’itorial public health agency for the U.S. Virgin Islands. pursuant to Title(s) 3 and 19. Section(s) 19 and 1-8 respectively, of the Virgin Islands Code: and Whereas, the National Foundation for the Centers for Disease Control and Prevention, Inc., is an independent nonprofit and the sole entity created by Congress to mobilize philanthropic and private-sector resources to support the Centers for Disease Control and Prevention’s critical health protection work.; and Whereas, the agencies have a common interest in COVID-19 PREVENTION AMONG HOMELESS POPULATION; and Whereas, the agencies desire to combine efforts in ensuring COVID-19 PREVENTION AMONG HOMELESS POPULATION, by entering into this N’IOU. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to he legally bound by this written instniment, the parties hereto do covenant and agree as follows: 1.TERM AND EFFECTIVE DATE The term of this MOU shall he from September 1.2020 to January 29, 2021. Upon the date of execution of this MOU by the Commissioner of the Department of Property and Procurement, this MOU shall become effective for the Term set out herein. lnitiaI MOU No. 1st September G002DOHT21 DocuSign Envelope ID: D2088B47-0F62-4672-8258-40F3153171AF a OPCMR 2. COSTS There shall be no exchange of funds hctween the Parties for the performance of tasks under this MOU. Each Party shall bear all costs associated with the fulfillment of its responsibilities undcr this MOU. 3. RESPONSIBILITIES / TASKS 3.1 Department of Health shall be responsible for: (a) Distribution of Weliness Kits and Reporting Requirements The VIDOH xviii provide the CDC foundation with a final narrative and report rcgarding this project. r The final report must be submitted by January 29. 2021. The \‘IDOH is responsible for handing out the weilness ldts to identified individuals experiencing hornelessness to help mitigate the spread of the COVID-19 infection and other infections. p Within the final narrative report, VIDOH will bc responsible for reporting out or including information: + They will he responsible for reporting out how many kits were given out, the timeline in which the kits were given out, and qualitative and quantitative data to determine the decrease in spread these kits will provide these populations. + The VIDOK will obtain stories from recipients of care kits and/or health department personnel the population on how they believe this can prevent the spread of COVID-l9 and other items that may be needed in the kits for future reference. + The VIDOI-l will include in the narrative report the effectiveness of each item and its impact on mitigating the spread of COVID-l9 and other infections. (b) Anti-Terrorism Statement. The VIDOI-i hereby certifies that ii does not advocate, support, assist or engage in, and has not advocated, supported, assisted or engaged in, any illegal or terrorist activity. The VIDOH further certifies that it does not employ, support, assist or otherwise associate with any entities, organizations or individuals that the VIDOH knows, or has reason to know, support terrorism, or that appear on any official terrorist lists published by the Department of the Treasury Office of Foreign Assets Control Specially Designated Nationals List (OFAC SDN). 3.2 National Foundation for the Centers for Disease Control and Prevention, Inc. shall be responsible for: (a) CDC Foundation shall provide all the Wellness Kits as an in-kind donation to \‘IDOH for the purposes of the Program. The following is a list of the types of items that will be included in the weilness kits: thermometer, hand sanitizer, granola bar, facial tissue, toothbrush and toothpaste, soap. wipes, insect repel]ant, face masks, and pads. 2 Initials: MOU No. G002DOHT21 OPCMR DocuSign Envelope ID: D2088B47-0F62-4672-8258-4CF3153171AF 3.3 Other Provisions (a) Benefits to U.S. Virgin Islands The activities described in this agreement are intended to benefit the Department of’ Health in U.S. Virgin Islands in carrying out its public health functions. Any specific benefits to the Department of Health in U.S. Virgin Islands and/or the CDC Foundation will be outlined in each Project Description. (b) Purpose This agreement shall be used to govern Weilness Kits USVT, CDC-RFA-DPI9-1901 (the “Program”). (c) Gift Funds There will he no transfer of funds for the Program. The \Vellness Kits will he provided as an in-kind donation to VIDOH for the purposes of the Program. The Weliness Kits under this Agreement may not be used for any purpose other than the Program. The WeI[ness Kits may not be used for resale or to reimburse any expenses incurred prior to the Effective Date. (d) Content - The Program is for scientific or educational purposes only and shall not promote products or services of any outside parties directly or indirectly. (e) Compliance with Relevant Requirements and Relevant Policies VIDOH shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 or any equivalent legislation in the USA (“Relevant Requirements”). VIDOH shall have and maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate. (1) Publicity. Virgin Islands Department of Health will obtain the written consent of the CDC’ Foundation before publication of(i) any promotional materials; (ii) public statements; or (iii) press releases relating to the Program. VIDOH may not state or otherwise imply to third parties that the CDC’ Foundation directly funds or otherwise endorses its activities. (g) Pro2ram outcomes. All materials resulting from this agreement shall be in the public domain. VIDOH will have no current or future commercial rights and/or intellectual property rights relating to any product or service emerging from the proposed Project. Initials: MOU No. G002DOHT21 Docusign Envelope ID: D2088B47-0F62-4672-8258-40F3153171AF OPCMR 4. DESIGNATED REPRESENTATIVE Each Party shall designate a representative to oversee its responsibilities under this MOU. Department of Health designates: Janis M Valmond, MS. DrPH, CHES Deputy Commissioner. HeaLth Promotion and Disease Prevention VI Department of Health 3500 Estate Richmond Christiansted. VI 00820-4370 (340) 718-1311 Janis.valmond!:doh.vi.gov CDC Foundation designates: Turquoise Sidibe Program Officer CDC Foundation 600 Peachtree St. NE, Suite 1000 Atlanta, Georgia 30308 Tel: 404653.0790 Fax: 404653.0330 Email: tsidibeu:edcfoundation.org 5. LIABILITY OF OTHERS Neither Party shall be liable to the other Patty in contract. toil, negligence, breach of statutory duty or otherwise for any economic loss, loss of turnover, profits. business or goodwill. in each case whether direct or indirect or for any loss, damage, costs or expenses of any nature whatsoever incuiTed or suffered by that other Party or its affiliates of an indirect or consequential nature even if the Party bringing the claim has advised the other of the possibility of those losses, or if they xvere within the other Partys contemplation. 6. NO AGENCY Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf 7. ASSIGNMENT Neither Party shall subcontract or assign any part of the services or responsibilities under this MOlt 8. INSURANCE Each Party will maintain insurance coverage sufficient to cover the activities, risks, and 4 MOU No. Initials: G002DOHT21 Docusign Envelope ID: D2088B47-0F62-4672-825S-4CF3153171AF 1 OPCMR potential omissions of the Program in accordance with generally accepted industry standards and as required by law. 9. GOVERNING LAW This MOU shall he governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 10. WAIVERS AND AMENDMENTS No waiver, modification or amendment of any term condition or provision of this lvlOU 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 waier. 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 MOU, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 11.ENTIRE AGREEMENT This MOU constitutes the entire agreement of the parties relating to the subject matter addressed in this agreement. This MOU supersedes all prior communications, MOUs, or agreements between the parties with respect to the subject matter addressed in this Agreement, whether written or oral. 12.TERMINATION Either party will have the right to terminate this \‘iOU with or without cause on thirty (30) days written notice to the other party specifying the date of termination. 13. NON-DLSCRLMINATLON No person shall be excluded from participating in, be denied the proceeds ofor be subject to discrimination in the perfonDance of this MOU on account of race. creed, color, sex, religion, disability or national origin. 14. CONFLICT OF INTEREST Both Parties covenant 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 perthrmed under this MOU. 15. SEVERABILITY The invalidity or unenforceability of any provision of this MOA shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect. 5 1___os MOU No. Initials:t G002DOHT21 DocuSI9n Envelope ID: D2088847.0F62-4672-8258-4CF3153171AF t’:—-+ OPCM R 16. COMPLIANCE WITH LAWS Each Party will comply with all applicable laws. statuics. regulations. rules and codes from time to time in force and that relate to its activities under this Agreement. 17. NOTICE Any notice required to be given by the Terms of this MOU shall be deemed to have been given when the same is sent by certified mail. postage piepaid or personally delivered, addressed to the parties as follows: GOVERNMENT ANTHONY D. THOMAS. MBA Commissioner Department of Property and Procurement 8201 Subbase. Suite 4 St. Thomas Virgin Islands 00802 JUSTA E. ENCARNACION, RN, BSN.MBA/HCM Commissioner Department of Health, Public Health Preparedness Division 3500 Estate Richmond Christiansted, VI 00820 NATIONAL FOUNDATION FOR THE CENTERS FOR DISEASE CONTROL AND PREVENTION, INC. [-lelen Tovar General Counsel and Compliance 600 Peachtree Street NE. Suite 1000 Atlanta. GA, 30308 Phone: (404) 653-0790 Fax: (404) 653-0330 Email: htovarcdcfoundation.org 15. FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. 6 (—DS lnitial_jft MOU No. G002DOHT21 Docuslgn Envelope ID: D2088B47-0F62-4672-8256-4CF3153171AF S OPCMR IN WITNESS WHEREOF. the parties have hereunto set their hands on the day and year first above written. WITNESSES: Pun-cu ktu’tu4 GOVERNMENT OF THE VIRGIN ISLANDS C i’) / / 11/2/2020 Justa Eficamacion, Commissioner Date Department of Health Anthony D. Thomas. MBA Date Commissioner Department of Property and Procurement NATIONAL FOUNDATION FOR THE CENTERS FOR DISEASE CONTROL AND PREVENTION, INC. cDocuSigned by: DocuSgned by: JffWlMonroe, MD President & CEO CDC Foundation Inc. 10/6/2020 I 8:54:14 AM EDT Date APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY: Assistant Attorney General Date 11/12/2020 7 Initials[Y& MOU No. 11/12/2020 G002DOHT21