USVI Public Records

Document text

• OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 7th day of January, 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 Education (hereinafter referred to as "Government") whose address is 2133 Hospital Street, Christiansted U.S. Virgin Islands 00820 and Coral Reef Academy, Inc. whose address is 78 Flag Drive, Christiansted, U.S. Virgin Islands 00820 (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide a quality therapeutic day school treatment program within the territory of the U.S. Virgin Islands to children and adolescents who have moderate to severe behavioral needs and have been identified as requiring such services to address those needs which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Contractor represents that it is professionally competent and able to treat, educate, and supervise the students in accordance with the requirements specified in their Individualized Educational Plan(s) ( .. IEP')' and WHEREAS, the Government solicited the services under RFP No.028-C-2019(P); and WHEREAS, the Contractor represents that it is willing and capable of providing such services; and WHEREAS, the Government has represented and warranted to Contractor that local government funds and federal government funds have been appropriated to the payment of Contractor as specified herein; 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: I.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 RFP No.028-C-2019(P) Contract No. P026DOET20 • OPCMR The term of this Contract shall be from January 7, 2020 to September 30, 2020 subject to the appropriation and availability of funds. Upon the date of execution of this Contract by the Governor of the Virgin Islands, this 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) additional one (1) 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 subject to the availability of funds. 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 NINETY-TWO THOUSAND DOLLARS AND ZERO CENTS ($392,000.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract. The Government also agrees to pay the Contractor a sum not to exceed Five Hundred Thirty-Nine Thousand Dollars and Zero Cents ($539,000.00) for each one (1) year Renewal Option. · ŏ 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ N/A). 5.RECORDS The Contractor when applicable, will present documented and reasonably 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 2 RFP No.028-C-2019(P) P026DOET20 • OPCMR described materials shall not be used by Contractor or by any other person or entity except upon the written permission of the 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 [jable to any such persons, finns, 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, except for the services outlined in the contract. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and bold harmless Government from and against any and all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (including attorney's fees) to the extent of the insurance coverage 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 perfonned by Contractor under this Contract and arising from any cause, except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR The Contractor shall perfonn 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 tenn, 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 RFP No.028-C-2019(P) 3 Contractor's Initials:$ Contract No. P026DOET20 OPCMR instances shall in no event be construed to be a general waiver, modification or amendment of any of the tcnns, 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 Governor. 17. TERMINATION Either party will have the right to tenninate this Contract with or without cause on thirty (30) days written notice to the other party specifying the date of termination. 18. PARTIAL TERMINATION The perfonnance of work under this Contract may be tenninated by the Government, in part, whenever the Government shall deem such tennination advisable by providing thirty (30) 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 tenn and/or duties under this Contract are tenninated and the date upon which such termination becomes effective. RFP No.028-C-20I9(P) Coo.,.to,'s !Ntials: /!:! Contract No. P026DOET20 • OPCMR The Contractor shall be entitled to receive payment for services provided to the date of tennination, 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 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 perf onned 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, bas: 21.NOTICE (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 110 l ( 1) of said Code chapter. 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: RFP No.028-C-20 l 9(P) GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 5 # Contractor's Initials: Contract No. P026DOET20 • 22. LICENSURE The Contractor covenants that it bas: Racquel-Berry Benjamin Department of Education 2133 Hospital Street Christiansted, U .S Virgin 00820 CONTRACTOR Lindsy Wagner, Board Chainnan Coral Reef Academy, Inc. 78 Flag Drive Christiansted, U.S. Virgin Islands 00820 OPCMR (a) obtained all of the applicable licenses or pennits, 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. 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. 24. 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. 25. NOTICE OF FEDERAL FUNDING 6 RF.P No.028-C-2019(P) Contractor's Initials: Contract No. P026DOET20 • OPCMR 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. 26. INSURANCE Contractor shall maintain the following insurance coverages during tpe 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 three hundred thousand dollars and zero cents ($300,00.00) for any one person per occurrence for death or personal injury and fifty thousand dollars ($50,000.00) for any one occurrence for property damage. Insurance· policy(ies) shall name the Government of the Virgin Islands as a 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. BILLING PROCEDURES and PAYMENT: The Department will pay Contractor upon receipt of properly completed invoices that shall describe and document to the Department's approval which shall not be unreasonably withheld, and shall contain information, including but not limited to, the period of services cc1vered by the invoice, a reasonable description of the services performed, and the amount of fees in accordance with the compensation schedule in ADDENDUM II attached hereto and made a part of this Contract. Each invoice must be accompanied by applicable supporting documents, including but not limited to any quarterly and annual reports. Payment shall be considered timely if made by the Department within thirty (30) days after receipt of properly completed invoices, and verification that the services invoiced were provided in accordance with the Contract and all applicable federal and local laws and regulations, including all applicable policies, rules, and procedures pertaining to this Contract or the services provided hereunder. Payment shall be sent to the address designated by the Contractor. The Department may, at its sole discretion, withhold payments claimed by the Contractor for services rendered if the Contractor fails to reasonably comply with any 7 RFP No.028-C-20 I 9(P) Contract No. P026DOET20 • OPCMR material tenn or condition of this Contract. No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by the Department except as specified herein. 28. FORCE MAJEURE: Neither Party shall be liable to the other for any delays or failure to perfonn under this Contract, as a result of conditions reasonably beyond the Party's control including but not limited to war, terrorist acts, riot, strikes, fire, earthquakes, hurricanes, floods, or any act of God. 29. DEFAULT AND FAILURE TO PERFORM: In the event of any failure or refusal of the Contractor to perfonn its obligations under this Contract, except as defined in Paragraph 28, all costs, charges, and expenses that the Department suffers shall be a part of the damages to be paid by the Contractor to the Department, as a result of such failure or refusal to perform, limited to the unpaid funds by the Government under this contract. 30. SEVERABILITY: If any of the provisions of this contract are determined to be invalid, such invalidity shall not affect or impair the validity of the other provisions, which shall be considered severable and shall remain in full force and effect. 31. OTHER PROVISIONS: Addenda I, Addenda II, and Attachment A are attached hereto, made a part of this Contract and are incorporated herein by reference. [THIS AREA IS INTENTIONALLY LEFT BLANK] 8 RFP No.028-C-20 l 9(P) P026DOET20 • IN WITNESS WHEREOF, the par1ies have hereunto set their hands on the day and year ftrSt above written. _.,Anthon . Thomas. Commissioner a_,,q.'"e..,(,tl.'y,} =- Department of Property and Procurement co fl/41 'In 'llllduui -:----   L' 21µ Date cal, if Contractor is a corporation) APPROVED: APPROVED AS TO LEGAL SUF¶ t7?M)., C .t,(,,./.. • DEPARTMENT OF JUSTICE BY··¸ Date¹.J-.t1 PURCHASE ORDER NO. ----------- APPROVED: ':J:> ryanJr. Governor. US Virgin Islands Date:  9 RFP No.021-C•2019(P) P026DOET20