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PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN GOVERNMENT OF THE VIRGIN ISLANDS, DEPARTMENT OF PROPERTY & PROCUREMENT ON BEHALF OF DEPARTMENT OF HEALTH AND REFLECTXION RESOURCES, INC. DIB/A REFLECTX ONCOLOGY RESOURCES wh THIS AGREEMENT is made this (9 day or Apvem| )éy~ 2014 in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property & Procurement on behalf of the Department of Health (hereinafter referred to as “Government’) and Reflectxion Resources, Inc. d/b/a Reflectx Oncology Resources (hereinafter referred to as “Contractor’). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide technical assistance in creating and implementing a Central Cancer Registry at the Department of Health, which duties and responsibilities are more particularly described in Addendum | (Scope of Services) attached hereto; and WHEREAS, the Contractor represents that it is willing and capable of providing such services. 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. Contractor will provide the services described in Addendum | (Scope of Services) attached hereto and made a part of this Contract. 2s TERM. This Contract shall commence upon the execution of this Contract by the Governor of the Virgin Islands and shall terminate ONE (1) YEAR THEREAFTER, WITH A ONE (1) YEAR OPTION TO RENEW. 3. COMPENSATION. The Government, in consideration of the satisfactory performance of the services described in Addendum | (Scope of Services), agrees to pay Contractor a sum not to exceed Two HUNDRED THIRTY-FIVE THOUSAND AND 00/100 ($235,000.00) DOLLARS PER ANNUM, in accordance with the provisions set forth in Addendum 1] (Compensation) attached hereto and made a part of this Contract. 4. TRAVEL EXPENSES. Inclusive in 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 Contract, however, said costs and expenses shall not exceed SIXTY-NINE THOUSAND EIGHT HUNDRED aN ($69,800.00). . en, \WUS 10 Ja0/r01y¥ OC tol ere Contract For Professional S.. vices Between GVI and Reflectxion Resources, Inc. d/b/a Reflectx Oncology Resources 14. 15. 16. TE: 18. 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 Contract but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. ENTIRE AGREEMENT. This Contract constitutes the entire agreement between the parties hereto and all prior understanding or communications, written or oral, with respect to the Project which is the subject matter of this Contract, are merged herein. RIGHT TO WITHHOLD. If 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 such manner as Government may deem proper to 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 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. CONDITION PRECEDENT. This Contract shall be subject to the availability and — appropriation of funds and to the approval of the Governor. TERMINATION. 17.1 Either party will have the right to terminate this Contract with or without cause on thirty (30) days written notice to the other party specifying the date of termination. 17.2 Termination shall be effected by. delivering to the other party a Notice of Termination specifying the extent to which the term and/or duties under this Contract are terminated and the date upon which 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 30 days notice. 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. 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 the thirty (30) day notice. PCO13D0H15 Page 3 Contract No.: WW tO f3 /20tY C Heil if Department Head’s Initials /Date Contractor’s Initials/Date ALD y M16 | a} ro} Contract For Professional Sv. vices Between GVI and Reflectxion Resources, Inc. d/b/a Reflectx Oncology Resources 19. 20. 21. 22. Contrac PCOLIDOHIS 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 Contract | on account of race, creed, color, sex, religion, disability or national origin. CONFLICT OF INTEREST. (a) Contractor 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 performed under this Contract. (b) Contractor further covenants that it is: (1) not a territorial officer or employee (i.e., 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 forth in section 1108 thereof; (ii) not made, negotiated or influenced this contract, in its official capacity; (iii) no financial interest in the contract as that term is defined in section 1101 (1) of said Code chapter. EFFECTIVE DATE. The effective date of this contract shall be the day of execution of the contract by the Governor. Notice. Any notice required to be given by the Terms of this Contract 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: GOVERNMENT Lynn A. Millin Maduro, Esq., Commissioner Department of Property and Procurement Sub Base, Building #1, Third Floor St. Thomas, Virgin Islands 00802 340.774.0828; Darice S. Plaskett, RN, MSA, FACHE Commissioner Department of Health 1303 Hospital Ground St. Thomas, Virgin Islands 00802 340.774.0117; and , WY PAVE Coot [ieh Department Head’ initials /Date Contractor’s {nitials/Date AA Le 18 | 3 [doi Contract For Professional S_. vices Between GVI and Reflectxion Resources, Inc. d/b/a Reflectx Oncology Resources 23. 24. 25. 26; fag ContractNo:P € 0 ] 3 p 0 al 1 5 CONTRACTOR Reflectxion Resources, Inc. d/b/a Reflectx Oncology Resources 400 International Parkway, Ste. 300 Lake Mary, FL 32746 407.732.5847 800.570.5190 866.224.7219 Facsimile Attn: Shirnett Bailey National Oncology Director LICENSURE. Contractor covenants that it has: (a) obtained all of the applicable licenses 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. 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 agency thereof, knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is an offense under Virgin Islands law. 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 acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. DEBARMENT CERTIFICATION. By execution of this Contract, the Contractor certifies that it is eligible to receive contract awards using federally appropriated funds and that it has not been suspended or debarred from entering into contracts with any federal agency. The Contractor 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 the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, 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 promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. OTHER PROVISIONS. Addenda | through IV attached hereto and made a part of this Contract contain other provisions that are made a part of this Contract, and are incorporated herein by reference. : YZ _Mfifsery ofp [ef Department Head’s Initials /Date Contractor’s Initials/Date ABAD (EC (31>c1% G Contract For Professional Sv. vices Between GVI and Reflectxion Resources, Inc. d/b/a Reflectx Oncology Resources IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS ty : ‘ . / arice S. Plagkett, RW” MSA, FACHE e Commissioner Department of Health \ } / / MS - | th ae ED ae Ltt Lt Leh. Wha / _Lyfih A. Miillin’ Maduro, Esq. 5 Date / : Commissioner / Department of Property and Procurement —— / \ 7 zs, CONTRACTOR: Reflectxion Resources, Inc. d/b/a Reflectx Oncology Resources (FEIN:%0-00/bI 7 \_) Dow an Leonor By: bull GALF Steve Walsh, Vice-President Date of Finance APPRO DB. Date. /' bri / JOHN arses al VERNOR ORTHE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY. DEPARTMENT OF JUSTICE BY: : ‘Date: a ~f4b MED. NO. ACCOUNT CODE NO. PC013D0H15 Page 6 Contract No.: LY) 0f3 LLOLY. | @ othr De ent Hedd’s Mitials /Date Contractor’s Initials/Date AAP iLe 1 fajSoi4