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DocuSign Envelope ID: O42ADA1O-9OED-46F8-9864-6BA701 1CC637 OPCMR MEMORANDUM OF UNDERSTANDING BETWEEN THE VIRGIN ISLANDS DEPARTMENT OF HEALTH & VIRGIN ISLANDS GOVERNMENT HOSPITALS AND HEALTH FACILITIES CORPORATION d/b/a SCHNEIDER REGIONAL MEDICAL CENTER, MYRAH KEATING SMITH COMMUNITY HEALTH CENTER THROUGH THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY AM) PROCUREMENT THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is made thisday of --_,2020, in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Health, Morris F. deCastro Clinic (hereinafter “Morris deCastro Clinic”) and the Virgin Islands Government Hospitals and Health Facilities Corporation dlb/a Schneider Regional Medical Center, Myrah Keating Smith Community Health Center (hereinafter “Myrah Keating Center”), each a (“Party” or collectively “Parties”), through the Department of Property and Procurement. WITNESSETH: Whereas, the Virgin Islands Department of Health is responsible for ensuring health care to the residents of the Territory pursuant Title , Section 23 and Title 19. Section 1 of the Virgin Islands Code; and Whereas, the Schneider Regional Medical Center, Myrah Keating Smith Community Health Center is the only healthcare facility providing 24/7 emergency health care and primary health care services to the island of St. John, Virgin Islands; and Whereas, the entities have a common interest in ensuring the continuation of services; and Whereas, the entities desire to combine efforts in ensuring the continuation of services by entering into this MOU. 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: MOU No. _________________ Initials: _____ Moms deCusirri /Myruh Kewing 17th September G059DOHT20 DocuSign Envelope ID: O42ADA1 O-9OED-46F8-9B64-6BA701 1 CC637 1. TERM AND EFFECTIVE DATE This MOU shall be effective upon the date of execution of this MOU by the Commissioner of the Department of Property and Procurement and shall terminate five (5) years thereafter. The Government in its sole discretion, shall have the option to renew this MOU for a period of one additional year subject to the same terms noted herein, by providing Schneider Regional Medical Center with 60 days written notice of the Government’s election to renew. 2. COSTS There shall be no exchange of funds between the Parties for the performance of tasks under this MOU. Each Party shall bear all costs associated with the fulfillment of its responsibilities under this MOU. 3. RESPONSIBILITIES! TASKS 3.1 Department of Health, Morris F. deCastro Clinic shall be responsible for: (a) Allowing the relocation of emergency medical services ONLY from Myrab Keating Center to their location two (2) days prior to landfall of a category two (2) or higher Hurricane or other predictable significant disaster. (b) Allowing emergency medical services to remain at the location after a significant disaster: p For the duration of Emergency Declaration period if an assessment at the Myrah Keating Center determines that is unsuitable to provide emergency patient care services due to damages at that location OR For a two-week period from the time an assessment of the damages is completed at the Myrah Keating Center if no damages are found but there is another impending system less than two (2) weeks out; to avoid having to frequently relocate a significant amount of critical health care equipment and supplies. 3.2 Schneider Regional Medical Center, Myrah Keating Center shall be responsible for: (a) Relocating all equipment and supplies from the Myrah Keating Center to Morris deCastro Clinic pre-disaster. (b) Assessing the Myrah Keating Center facility to determine the ability to return services to that location as soon as practicable post-disaster. Cc) After assessment, if the facility has sustained damages rendering it unsuitable to provide emergency patient care services at that location, continuing emergency medical services at Morris deCastro Clinic until services can be returned to Myrah Keating Center. (d) After assessment, if no damages are found but there is an impending system less than 2 MOU No. ______________ Initials: _____ OPCMR Morris deCustrr.i /Mvrali Keathig G059DOHT20 DocuSign Envelope ID: O42ADA1 O-9OED-46F8-9B64-6BA701 1 CC637 OPCMR weeks out, continuing emergency medical services at Morris deCastro Clinic until the impending system is no longer a threat and/or until the damage assessment after the second system event is completed and Myrah Keating Center location is deemed suitable to provide emergency patient care services. (e) Completing relocation back to their Myrah Keating Center location within one week of it being deemed suitable to provide emergency patient care services at that location. 4. DESIGNATED REPRESENTATiVE Each Party shall designate a representative to oversee its responsibilities under this MOU. Department of Health, Morris F. deCastro Clinic designates: Justa E. Encarnacion, RN, BSN, MBA/HCM Commissioner Department of Health 1303 Hospital Ground — Suite 10 St. Thomas, VI 00802 Schneider Regional Medical Center, Myrah Keating Center designates: Luis Amaro, MD, Interim CEO Schneider Regional Medical Center 9048 Sugar Estate St. Thomas, VI 00802 5. LIABILITY OF OTHERS Nothing in this MOU shall be construed to impose any liability upon the DOH to persons, firms, associations, or corporations engaged by Virgin Islands Government Hospitals and Health Facilities Corporation dlb/a Schneider Regional Medical Center, Myrah Keating Smith Community Health Center as servants, agents, or independent contractors, or in any other capacity whatsoever, or make DOH liable to any such persons, firms associations, or corporations for the acts, omissions, liabilities, obligations and taxes of Virgin Islands Government Hospitals and Health Facilities Corporation dlbla Schneider Regional Medical Center, Myrah Keating Smith Community Health Centerof whatsoever nature, including but not limited to unemployment insurance and social security taxes for Virgin Islands Government Hospitals and Health Facilities Corporation dlb/a Schneider Regional Medical Center, Myrah Keating Smith Community Health Center, its servants, agents or independent contractors. 6. ASSIGNMENT Neither Party shall subcontract or assign any part of the services or responsibilities under this MOU. 3 MOU No. ___________________ Initials: ______ Morn., deCczsirc, /Mvruh Kearing G059DOHT20 DocuSign Env&ope ID: O42ADA1 O-9OED-46F8-9B64-6BA701 1 CC637 OPCMR 7. INDEMNIFICATION To the extent permitted by law, Virgin Islands Government Hospitals and Health Facilities Corporation dlb/a Schneider Regional Medical Center, Myrah Keating Smith Community Health Center 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 Virgin Islands Government Hospitals and Health Facilities Corporation dlbla Schneider Regional Medical Center, Myrah Keating Smith Community Health Center under this MOU and arising from any cause, except the sole negligence of Government. 8. GOVERNING LAW This MOU shall be governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 9. WAIVERS AN1 AMENDMENTS No waiver, modification or amendment of any term condition or provision of this MOU 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 MOU, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 10. ENTIRE AGREEMENT This MOU constitutes the entire agreement of the parties relating to the subject matter addressed in this agreement. This MOU supersedes all prior communications, MOUs, or agreements between the parties with respect to the subject matter addressed in this Agreement, whether written or oral. 11. CONDITION PRECEDENT This MOU shall be subject to the availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 12. TERMINATION Either party will have the right to terminate this MOU with or without cause on sixty (60) days 4 MOU No. _____________ Initials: ______ Moms deCastro /Mvruh Keating G059DOHT20 DocuSign Envelope ID: O42ADA1 O-9OED-46F8-9B64-6BA701 100637 written notice to the other party specifying the date of termination. 13. 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 MOU on account of race, creed, color, sex, religion, disability or national origin. 14. CONfLICT OF INTEREST Both Parties 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 MOU. 15. NOTICE Any notice required to be given by the Terms of this MOU 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: Anthony D. Thomas, MBA Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Justa E. Encarnacion, RN, BSN, MBAIHCM Commissioner Department of Health 1303 Hospital Ground—Suite 10 St. Thomas, VI 00802 Schneider Regional Medical Center, Myrah Keating Center designates: Luis Amaro, MD, Interim CEO Schneider Regional Medical Center 9048 Sugar Estate St. Thomas, VI 00802 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. 5 MOU No. _________________ initials: _____ OPCMR 4lorn.c deCastro / Myrijh Kearng G059DOHT20 DocuSign Envelope ID: O42ADA1O-9OED-46F8-9B64-6BA701 1CC637 Anthony D. Thomas, MBA Date Commissioner Department of Property and Procurement Luis 0. Amaro, MD interim Chief Executive Officer Virgin Islands Government Hospitals and Health Facilities Corporation dlbla Schneider Regional Medical Center APPROVED AS TO LEGAL SUFFICECY DEPARTMENT OF JUSTICE BY: ( Z4f 4fDate 9/16/2020 MOU No. 6 Initials: —Pc. OPCMR GOVERNMENT OF THE VIRGIN ISLANDS WITNESSES: —DocuSigned by: 550BEC2C804E458. Justa Encarhacion, Commissioner Department of Health 8/2 8/2 020 Date Date (urns deCasin, /Mvrah Keatin 9/17/2020 G059DOHT20