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• PSC Amendment 2 for Judge Rotenberg Educational Services and DHS AMENDMENT No. 2 PROFESSIONAL SERVICES CONTRACT OPCMR THIS AMENDMENT made as of the ___ day of ______ , 20 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 HUMAN SERVICES (hereinafter referred to as "Government") and THE JUDGE ROTENBERG EDUCATIONAL CENTER, Inc. whose address is 240 Turnpike Street Canton, Massachusetts 02021 (hereinafter referred to as "Contractor"). Both parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESS ETH WHEREAS, pursuant to Contract No. P023DHST23 approved by the Commissioner of the Department of Property and Procurement on February 3, 2023, as renewed by Renewal No. I, approved by the Commissioner of the Department of Property and Procurement on June 27, 2023, and as amended by Amendment No. I approved by the Commissioner of the Department of Property and Procurement on August 22, 2023, and as renewed by Renewal No. 2, approved by the Commissioner of the Department of Property and Procurement on June 11, 2024 (which constitute and are hereinafter referred to as the "Contract"), the Government contracted with Contractor to provide residential treatment services for minor wards, and/or adults referred by the Government; and WHEREAS, the Contract expires pursuant to its terms on June 30, 2025; and WHEREAS, the parties desire to amend the Contract, to increase the compensation of the renewal option year 2 by Sixteen Thousand Five Hundred Thirty-Four Dollars and Twenty-Six Cents ($16,534.26); and WHEREAS, the amendment of the Contract pursuant to this Amendment of Professional Services Contract shall not result in any change to the scope of work provided for under the Contract. NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Contract No. February 21st 25 P023DHST23 as Renewed by Renewal Option 1 and 2 and amended by Amendment No. 1 Amendment No. 2 to 12/13/24 02/12/2025 P023DHST23 as Amendment No. 2 to Renewed by Renewal Option 1 and 2 and amended by Amendment No. 1 For: P023DHST23 as Amendment No. 2 to Renewed by Renewal Option 1 and 2 and amended by Amendment No. 1 05/06/24 6/11/2024 Renewal Option no. 1 to P023DHST23 & Amendment 1 • AMENDMENT No.1 PROFESSIONAL SERVICES CONTRACT OPCMR. TIIlS AMENDME1'1T made as of the __ day of _____ . 20 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 HUMAN SERVICES (hereinafter referred to as "Government") and THE JUDGE ROTENBERG. EDUCATIONAL CENTER, Inc. whose address is 240 Turnpike Street Canton, Muaacbusetts 02021 (hereinafter referred to as "Contractor"). Both parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESSEm WHEREAS, pursuant to Contract No. P023DHST23 and renewal option #1 approved by the Commissioner of Property and Procurement on February 3, 2023, and June 27, 2023, (which constitute and are hereinafter referred to as the "Contract''), the Government contracted with Contractor to provide residential trea1ment services for minor wards, and/or adults referred by the Government; and WHEREAS, the Contract expires pursuant to its on June 30, 2024; and WHEREAS, the parties desire to amend the Contract, to increase the compensation of the renewal option years by Forty-Two Thousand Eight Hundred Fifty-Seven and 35/100 Dollars (42,857.35); and WHEREAS, the amendment of the Contract pursuant to this Amendment of Professional Services Contract shall not result in any change to the scope of work provided for under the Contract. NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: TERMS AND CONDmONS 1. Addendum Il, Compensation of the Contract are revised by deleting item 7 and replacing it with the below. 1 Contract No. ____ _ 23 August 22nd P023DHST23 Amendment No.1 to • OPCMR 7. The Optional Renewal Years shall be billed at the daily rate of Nine Hundred Sixty-Five and 87 /100 Dollars per day. $965.87 X 366 da S $353.508.42 $965.87 x 365 days $352,542.93 2. This Amendment is subject to the approval of the Commissioner of the Department of Property and Procurement and to the appropriation and availability of funds. 3. Except as expressly amended in this Amendment, all terms of the Contract remain in full force and effect. 4. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. The Parties have hereunto set their hands on the day and year as set forth below. GOVERNMENT OF THE VIRGIN ISLANDS Kimberly Causey-Gomez, Commissioner Department of Human Services Lisa Alejandro, Commissioner Designee Department of Property & Procurement APPROVED AS TO LEGAL SUFFICIENCY Date: ---- Date:Ŝ--- DEPARTMENT OF JUSTICE BY: ___________ Date __ _ Assistant Attorney General PURCHASE ORDER NO. ------------ 2 Contnwt No. 07.21.2023 8/22/2023 P023DHST23 Amendment No.1 to (7/1/23-6/30/24) (7/1/24-6/30/25) 8 / 17 / 2023 Commissioner Nominee 6/27/2023 Renewal Option No.1 to P023DHST23 The Judge Rotenberg Educational Center, Inc. Professional Service Contract GVI Department of Human Services CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 3rd__ day of _Febri lary _, 2023 , 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 Human Services (hereinafter referred to as "Government") and The Judge Rotenberg Educational Center, Inc. (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide residential treatment services for minor wards, and/or adults referred by the Government, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Department selected Contractor when it was ordered by the Superior Court of the Virgin Islands to seek an alternative residential facility to urgently treat a particular client in Case No. ST-2010-GU-019; and WHEREAS, the client is still in urgent need of residential treatment and remains at Contractor’s facility; and WHEREAS, the Contractor was selected in accordance with 31 V.I.C. § 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 Services) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE The term of this Contract shall be from July 1, 2022 to June 30, 2023. Upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement, this 1 Contract No, PO23DHST23 Contractor’s win Q)) ¥ eee MENT ‘ > i Hy iy The Judge Rotenberg Educational Center, Inc. OPCMR Professional Service Contract GVI Department of Human Services Contract shall become effective for the Term set out herein. The Government in its sole discretion, shall have the option to renew this Contract for two (2) one-year periods 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 of Services), agrees to pay Contractor a sum not to exceed Three Hundred Nine Thousand Two Hundred Forty-Nine and 90/100 Dollars ($309,249.90) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed __N/A___ ($ 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 of this Contract. The above- described materials shall not be used by Contractor or by any other person or entity except upon the written permission of the Government. 2 Contract No. PO23DHST23 Contractor’s Initials: @ The Judge Rotenberg Educational Center, Inc. Professional Service Contract GVI Department of Human Services 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the Government to 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 for the acts, omissions, liabilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to unemployment insurance, gross receipt, excise, 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 Government. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless Government from and against any and all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (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 Contractor under this Contract and arising from any cause, except the sole negligence of Government. 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. 3 Contract No. P023DHST23 Contractor’s Initials: The Judge Rotenberg Educational Center, Inc. Professional Service Contract GVI Department of Human Services 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 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. 16. CONDITION PRECEDENT This Contract 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 Contract with or without cause on ninety (90) days written notice to the other party specifying the date of termination. 18. 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 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. P023DHST23 Contract No. Contractor’s Initials: The Judge Rotenberg Educational Center, Inc. Professional Service Contract GVI Department of Human Services 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. 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 Contract on account of race, creed, color, sex, religion, disability or national origin. 20. CONFLICT 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 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; and (iii) no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. 21. 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 Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 5 Contract No, P023DHST23 Contractor’s Initials: The Judge Rotenberg Educational Center, Inc. Professional Service Contract GVI Department of Human Services Kimberley Causey-Gomez Commissioner Department of Human Services 1303 Hospital Ground, Suite 1 St. Thomas, Virgin Islands 00802 CONTRACTOR Glenda P. Crookes President The Judge Rotenberg Education Center, Inc. 240 Turnpike Street Canton, Massachusetts 02021 22. LICENSURE The 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. 23. OTHER PROVISIONS Addenda I and Ii attached hereto are a part of this Contract and are incorporated herein by reference. 24. 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 6 Contract No. P023DHST23 Contractor’s wel GS The Judge Rotenberg Educational Center, Inc. Professional Service Contract GVI Department of Human Services 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 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 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. INSURANCE Contractor shall maintain the following insurance coverages during the term of this 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 any one person 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 of the 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 Government Insurance Fund or other form of coverage. 27. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. Contract No. P023DHST23 Contractor’s Initials: 10/27/2022 2/3/2023 Assistant Attorney General 2/3/2023 P023DHST23