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DocuSign Envelope ID: 91 8E9C55-CDI B-4285-88C6-5A96D1 186849 Y OPCMR MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT (“MOA”) is made this day of 2020, in the 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 Health, Maternal and Child Flealth/Children with Special Health Care Needs (MCH/CSHCN) Division, (hereinafter referred to as VIDOH”) and the University of the Virgin Islands (hereinafter referred to as “UVI’ or “Contractor”). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to conduct a Needs Assessment for the Health Resources and Services Administration to support their work in the Maternal, Infant, and Early Childhood Home Visiting Program (MIECHV), which duties and responsibihtics are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with 3 1 V.LC. § 239(a)(8); and WHEREAS, the and University of the Virgin Islands represents that it is willing and capable of providing such services. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intendingto be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES University of the Virgin Islands will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this MOA. 2. TERM AND EFFECTIVE DATE This MOA shall be effective upon the date of execution of this MOA by the Commissioner of the Department of Property and Procurement and shall terminate October 31, 2020. The Government in its sole discretion, shall have the option to renew this MOA for a period of one (I) additional year subject to the same terms noted herein, by providing with thiity(30) days written notice of the Government’s election to renew. 3. COMPENSATION Department of Health, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay UVI a sum not to exceed Two Hundred ‘—Os 1 MOA No. Initials: UI! & DOll- MCH’MIECHI’ 16th June G046DOHT20 DocuSign Envelope ID: 91 8E9C55-CD1 B-4285-88C6-5A96D1 1 86B49 OPCMR Nineteen Thousand, Nine Hundred Eighty-Nine Dollars and No Cents ($219,989.00) 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 MOA, however, said costs and expenses shall not exceed 5. RECORDS UVI when applicable, will present documented precise records of time and/or money expended under this MOA. 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 Contractor 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. MOA No. 2 Initials5 UI’! & DOff- MCH/kIIECH[’ G046DOHT20 DocuSign Envelope ID: 91 8E9C55-CD1 B-4285-88C6-5A96D1 I 86B49 OPCMR 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 AMENI)MENTS 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. 3 MOA No. Initials. UJ’I & DOH- MCI-Z’AIIECIII’ G046DOHT20 DocuSign Envelope ID: 91 8E9C55-CD1 S-4285-88C6-5A96D1 1 86B49 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 Commissioner of the Department of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this MOA with or without cause on thirty (30) 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 thirty (30) days written notice to the 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. UVI shall be entitled to receive payment for services provided to the date of termination, including payment for the period of the thirty (30) 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 IJVI 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. 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: MOA No ___ Initials. _____ OPCMR UVI & DOH- MCH/AIIECf1I’ G046DOHT20 DocuSign Envelope ID; 91 8E9C55-CD1 B-4285-88C6-5A96D1 1 86B49 GOVERNMENT Anthony D. Thomas, MBA Commissioner Department of Property and Procurement 820! Sub Base, Suite 4 St. Thomas U.S. Virgin Islands 00802 Justa E. Encarnacion, RN, RSN. MBAIHCM Commissioner Department of Health 1303 Hospital Ground — Suite 10 St. Thomas, VI 00802 University of the Virgin Islands Mindy Solivan Director of Sponsored Programs University of the Virgin Islands 2 John Brewers Bay St. Thomas, VI 00802 22. 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. 23. OTHER PROVISIONS Addenda I and II attached hereto are a part of this MOA and are incorporated herein by reference. 24. 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 13I MOA No. __ Initials: UJ7 & DOH- M(H/MJECHI’ -1 OPCMR G046DOHT20 DocuSign Envelope ID: 91 8E9C55-CD1 B-4285-88C6-5A96D1 186849 H Initials: i’— OPCMR 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 OI subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 25. 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 oulence under Virgin Islands law. 26. 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. 27. FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature Ofl this Contract shall be deemed an original and binding upon the Parties hereto. 6 MOA No. Ut’! & 1)011- .4•ICH/M1ECHI’ G046DOHT20 DocuSgn Envelope ID: 918E9C55—CD1B-4285-88C6-5A96D1 186B49 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Co issio er Departmen of Health Anthony D. Thomas, MBA Commissioner Department of Property and Procurement DocuSigned by L2FO David Flail, President University of the Virgin Islands Date APPROVED AS TO LEGAL SUFFLI DEPARTMENT OF JUSTICE BY: PURCHASE ORDER NO. 00010394 6/16/2020 MOA No. 7 OS Initials: _______ OPCMR Docubigned by: 6/1/2020 Date Ul’7 & DUB- M(’HI1E( ‘I-li’ 6/16/2020 G046DOHT20