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PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY & PROCU REMENT ON BEHALF OF DEPARTMENT OF HEALTH DIVISION OF MENTAL MEALTH, ALCOHOLISM AND DRUG DE PENDENCY AND LUTHERAN SOCIAL SFRVICES OF THE VIRGIN ISLANDS, INC. THIS AGREEMENT is made this l bay of 0 eu berk. 20( 8 in the ferrtory of the Virgin Islands, by and between the Gor ernment of the Virgin Islands, Deparvnent of Property and Procurement, on behalf of the Department of Health, Division of Mental Health, Alcoholism and Drug Dependency (DOI 1) (hereinafier referred to as "Gov emment") and Litheran Social Services of the Virgin Isiands, Inc. (LSSVI) of 316B Hospital Street, Frederiksted, St. Croix, Vi 00840 (hereinafter referred to as "“Contractor"), WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide a manaving body for the Crisis Counseling Services during the Regular Services Program (RSP) phase, which duties and responsibilities are more particularly described in Addendum | (Scope of Work) attached hereto: and WHFREAS. the Contractor represents that it is willing and capable of providing such services; WHEREAS, the Contractor was selected in accordance with litle 3} V.LC. § 239(a)(8), and NOW, THEREFORE, in consideratwn of the mutual covenants herein contained, and intending to be legally bound by this weitten fastrument, the parties hereto do covenant and agree as follows: I. SERVICES the Contractor will provide the services described in Addendum | (Scope of Work) attached hereto and made a part of this Contraci. 2. TERM Upon the signature of the Governor of the U.S. Virgin Islands this Contract shall commence on February £9, 2018 and shall terminate on November 18, 2018 3. COMPENSATION The Government, in consideration of the sutis factory performance of the services described in Addendum I (Scape of Work), agrees to pay Contractor the sum of Three Hundred and Forty Thousand Four Hundred and Seventy-Six U.S. Dollars and 70/100 Cents ($340,476.70), in accordaice With the provisions set forth in Addendum [I (Compensation) attached hereto and made a part of this Contract. . February 19 2018 wo November 19 2018+ 9 months $340,476.70. ae tinbe | Put Department Head's fnitials. Date RIP nunber Professkuial Services Contract Between GVi and LSSV1 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 wriling, in advance, by the Government. I'hese costs shall be advanced or reimbursed on the same basis as is applicable '0 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 (3 NA) 5. RECORDS fhe Contractor when applicable, wit! present documented precise records of time and’or money expended under this Contract. 6. PROFFSSIONAL STANDARDS The Contractor agrees to maintain the professional standards applicable to its profession and lo 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 excep! upon the written pennission of the Government 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any lability upon the Government () 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 Jor the acts, omissions. liabilities. obligations and taxes of Contractor of whatsoever nature. including but not limited to uncmployment 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 Go Vernment. 10. INDEMNIFICATION Contractor agrees to indeninify, 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 whatsuever character which Government 17 ay incur, sustain or be subjected to. arising oul of or in any Was connected to the services to be performed by Contractor under this Contract and arising from any cause. except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract ‘Is an independent contractor und nothing herein contained shall be construgd to be inconsistent 4 th this relstionship or status. POOFDOHCLS sen nig Department Head's Initials’ Date REP number: Professional Services Cuntract Between GV land LSSVE 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 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 o: provisions of this Contract, but the sane shall be strictly limited and restricted to the extent and cetasion specified in such signed writing or writings, 4. 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, cr agreements between the parties with respect to the subject nratier addressed in this Aureement, whether written or oral. 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof, Government will have the right (© 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 such manner as Government may deem proper to secure itselt or to satisly 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 shal! be made by Government if and while Contractor wives satisfactory assurance to Government that such claims will be paid by Contractor or its insurance carrier, if upplicable in the event that such contest 15 not successful. 16. CONDITION PRECEDENT This Contract shail be subject to the availability and appropriation of funds and to the approval of the Governor. 17. TERMINATION Cither party will have the right to terminate this Contrace with or without cause on Ninety (90) days written notice to the other party specilving the date of termination, 18. PARTIAL TERMINATION the performance of work under this C ontract may be terminated hy the Government, it part, whenever the Government shall deem such termination advisable [his partial termination siall 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 the Ninety (90) day notice, AMR nw Depariment Head's Initials ite RF? number: Peofessinwal Services Contract Hlemwveen GV 1 and SSVI 19. NON-DISCRIMINA FION No person shall 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, rel igion, disability or national origin. 20. CONFLICT OF INTEREST (@) 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 furiher covenants that it is: (1) not @ territorial officer or employee (i.e. the Governor. Lieutenant Governor, member of the | egislature, or any other elected territorial official; or an officer ur employce of the legislative, executive or judicial branch of (he 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 forth in section 1108 thereof; (ii) not made, negotiated or influenced this Contract, in its official capacity; (fi]) no financial interest in the Contract as that term is defined in section | 1OM(F) of said Code chapter. 21. EFFECTIVE DATE Phe effective date of this Contract shall be the day of execution of the Contract by the Govermir. 22, NOTICE Any notice required to be given by the Terms of this Contract shall be deemed to have been uiven when the same is sent by certified mail. postage prepaid or personafly delivered, aduressed to the parties as follows: GOVERNMENT Lloyd 1, Bough, Jr. Commissioner Virgin Islands Department of Property and Procurement Sub Base, Building No. 1, Third Floor St. Thomas, VI 00802 Michelle S. Davis, Ph.D. MSPH Comuinissioner Virgin Islands Department of Health 3500 Lstate Richmond Christiansted St. Croix, V1 00820 ANAK. Wi Hlis Departinent [lead’s {nitials: Date REP number: Professional Services Contract Between GV1 and LSSVI CONTRACTOR Junia John-Straker Chief Executive Officer Lutheran Social Services of the Virgin Islands. Inc. 516B Hospital Street Frederiksted, St. Croix, VI 00840-3824 23, LICENSURE The Contractor covenants that it has: {a) obtained all of the applicable ltcenses or permils, pernuinent, temporary or otherwise as required by litle 27 of the Virgin Islands Cade, and (b) familiarized itself with the applicable provisions of Title 27 of the Virgin [stands Code pertaining to professions and occupations, 24. OTHER PROVISIONS Addenda [, Il, and ({f attached hereto area part of this Contract and are incorporated herein by reference. 25. DEBARMENT CERTIFICATION By execution of this Contract, the contractor certifies that it is cligible to receive contract awards using federally appropriated funds and that it has not been suspended or debarred trom entering into contracts with any federal agency, The Contractor shall include this provision in each of ils subcontracts hereunder and shall furnish ils subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT” tn the event the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal finds, 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 Contractor or subcontractor shall prompily reimburse the Government of the Virgin Islands for any progress payments heretofore nwde. 26, 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 azency thereof, know ing such claims to be false. fictitious or fraudulent Contractor acknowledges that making such a false. fictitious or fraudulent claim is an offense under Virgin Islands law, 27. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds, Contractor warrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to be false, fictitious, or fraudulent Contractor acknow ledges that making such a false, fictitious, or fraudulent claim is a federal offense. REMAINDER OF PAGE INTENTION ALLY BLANK and cf, 7) / i x = Department Head's Initials’Date RFP number | Professional Services Contrucd Hetween GVE ond LSS IN WITNESS WHERFOF, the partics hay hereunto sct their hands on the day and year first above written WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS wun i } } 1 im aF Michal Alar whihd Michelle S. Davis, Ph.D., MSPHI Date a af Commissioner Virgin Islands Department of Heelth Mert VL ay Pr. Bough, Jr. Date Corhmissioner Virgin Islands Department of Property and Procurement CONTRACIOR 4 ‘Ss ky & eo , lf / / if nS } { Juni fphn-Strak Dat My 7 te Chie vecutive Offer Lutheran Social Services of the Virgin Islands, Inc. (Corporate seal, if Contractor is a corporation) PEN: APP Es Keoneth E: Mapp GOVERNOR OF TLIl VIRGIN ISLANDS APPROVED AS IO LEGAL SUFFICIENCY DEPARTMENT OI JUSTICE BY eta Fin, Leg. Dare (1/1 /1¥ tadind tes, doasay (1% PURCHIASI ORDER NO. Department Head's initials: Date REP number Prafessional Services Contract Between GV 1 and LSSVE CERTIFICA I: OF APPROVAL | hereby certify that this is a true and exact copy of Contract No. — entered into between the Department of Property and Procurement and Lutheran Social Services of the Virgin Islands, Ine - Lloyd T. Bough, Jr., Commissioner Departinent of Property and Procurement Vape Pad yd / / MYO H-/4-18 lat i fi: Lis} IS Department | lead's Initials Date a RiP number — — —