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CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this _______ day of , 20__, in the Territory ofthe Virgin Islands, by and between the GOVERNMENT ofthe Virgin Islands, Department ofProperty and Procurement, on behalf of the Department of Human Services (hereinafter referred to as ‘GOVERNMENT”) and UnitedHealthcare Insurance Company (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS, the GOVERNMENT is in need of the services of a Contractorto Administer the GOVERNMENT’s Medicare Part D Assistance which duties and responsibilities are more particularly described in Addendum I (Scope of Work) attached hereto; and WHEREAS, Contractorperformed work under contract no. P01 9DHST1 7, which expired on December 31, 2018, Contractor has continued to perform uninterrupted service under 31 VIC 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 I (Scope of Work) attached hereto and made a part of this contract. 2. TERM AI’D EFFECTIVE DATE Upon the execution of this Contract by the Governor of the U.S. Virgin Islands the Contract shall be effective for a Term beginning from January 1, 2019 to December 31, 2020. The GOVERNMENT in its sole discretion, shall have the option to renew this Contract for a period of two additional one-year terms subject to the same terms noted herein, by providing the Contractor with sixty (60) days written notice of the GOVERNMENT’s election to renew. 3. COMPENSATION The GOVERNMENT, in consideration of the satisfactory performance of the services described in Addendum I (Scope ofWork), agrees to pay Contractor the sum ofTwo Million Three Hundred Seventy-Six Thousand Two Hundred Sixteen Dollars and No Cents ($2,376,216.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. Contract No.______________________ Contractor’s Initials: ______ 17th July 20 P076DHST20 4. TRAVEL EXPENSES Inclusive ofthe compensation for services as specified in Paragraph 3 (Compensation) above, the GOVERNMENT agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the GOVERNMENT. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the GOVERNMENT, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ 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 ofthis Contract. The above described materials shall not be used by Contractor or by any other person or entity except upon the written permission ofthe GOVERNMENT. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the GOVERNMENT to persons, finns, 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, finns associations, or corporations for the acts, omissions, liabilities, obligations and taxes ofContractor ofwhatsoever 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 ofthe services under this Contract without the prior written consent ofthe GOVERNMENT. 10. INDEMNIFICATION To the extent permitted by law, each party agrees to indemnify, defend and hold harmless the other party from and against any and all loss, damage, liability, claims, demands, detriments, cost, charges and expense (including reasonable attorney’s fees) arid causes of action of whatsoever 2 Contract No. ____________________________ Contractor’s Initials: ________ P076DHST20 character which such other party may incur, sustain or be subjected to, directly arising out of the negligent act or omission of indemnifying party in its performance under this Contract, except to the extent ofthe negligence or wrongful act of the indemnified party. 11. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationship 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 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 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 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 WITRROLD Ifwork 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 ofclaims 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. GOVERN’WNT 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. 3 Contract No.______________________ Contractor’s Initials: ______ P076DHST20 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds arid to the approval of the Governor. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on ninety (90) days written notice to the other party specifring the date oftermination. 18. PARTIAL TERMINATION The performance ofwork under this Contract may be terminated by the GOVERNMENT, in part, whenever the GOVERNMENT shall deem such termination advisable by providing ninety (90) 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 oftermination, including payment for the period ofthe ninety (90) day notice. 19. NON-DISCIUM[NATION 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. 20. CONHACT 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 emp’oyee (i.e., the Governor, Lieutenant Governor, member ofthe 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 itselfwith the provisions ofTitle 3, Chapter 37 ofthe 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. 4 fyI. Contract No. __________________ Contractor’s initiais:7”k’.tjV\_ P076DHST20 21. NOTICE Any notice required to be given by the Terms ofthis 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 Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Kimberley Causey-Gomez, Conmussioner Department of Human Services 3011 Estate Golden Rock Christiansted, VI 00820 CONTRACTOR Natalie Henderson Sr. Account Manager UnitedHealthcare Insurance Company 9800 Healthcare Lane, Minnetonka, MN 55343 22. LICENSTJRE The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits, permanent, temporaay or otherwise as required by Title 27 ofthe Virgin Islands Code; and (b) familiarized itself with the applicable provisions of Title 27 ofthe Virgin Islands Code pertaining to professions and occupations. 23. OTRER PROVISIONS Addenda I, II and ill attached hereto are a part of this Contract and are incorporated herein by reference. 5 Contract No. __________ Contractar’s Initials: P076DHST20 24. DEBARMENT CERTIFXCATION By execution of this contract, the contractor certifies that it is eligible to receive contact awards using federally appropriated funds and that it has not been suspended or debarred from entering into contacts with any federal agency. The Contractor shall include this provision in each of its subeontracts 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 contact or any subcontract and that the Contractor or subcontractor shall promptly reimburse the GOVERNMENT of the Virgin Islands for any progress payments heretofore made. 25. FALSE CLAiMS Contractor warrants that it shall not, with respect to this Contact, 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. Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. 26. NOTICE OF FEDERAL FIJIDING 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 offence. 27. INSURANCE Contractor shall maintain the following insurance coverages during the term ofthis Contract (a) COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a form acceptable to the GOVERNMENT, on a “per occurrence” basis with a minimum limit of not less than one million dollars ($1,000,000.00) for anyone per occurrence for death or personal injury and one million dollars ($1,000,000.00) for any one occurrence for property damage. Insurance policy(ies) shall name the GOVERNMENT ofthe Virgin Islands as the certificate holder and additional insured via an endorsement. (b) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to the GOVERNMENT, which covers the services being performed under this Contract, with policy limits of not less than one million dollars ($1,000,000.00) per claim. The GOVERNMENT shall be listed thereon as a certificate holder. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the GOVERNIvIENT Insurance Fund or other form of coverage. 6 __Th (1/\ Contract No. ____________________ Contractor’s Initials: ! ‘-7’ P076DHST20 IN WITNESS WHEREOF, the parties ha.ve hereunto set their hands on the day and year first abovewriiien. 4 4z4, . ‘ AnthonyJfliomas, Commisskxer era ofPropty aE4Prorement \, CONThACfOR 41 APPROVED: (Corporate seal, ifContractor is a corporation) Date: onorabIe Albert Bryan Jr. GOVERNOR OF ThE ViRGIN ISLANDS PURCHASE ORDERNO. 6/18/2020 7 Conactor’s Ixi1tisk WITISESSES: GOVERNMENT OF THE VIRGIN ISLANDS ) __________ sisi e’s ) iibe e mez,nmissioner Date tifj I 13 entof anServTes 5/26/2020 Date Date Actuary UnitedH care Insurance mpany APPROVED AS TO LEGAL SUFFNCY DEPARTtvIENT OF 3USTICEB P076DHST20 7-17-20