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11/5/2024 Renewal Option No.2 to P018DOHT21 as renewed by Option No. 1 ______ 10/27/2023 Renewal Option No. 1 to P018DOHT21 OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this day of 2020, in the Territory of the Virgin Islands, by and between the Government of the Virgin islands, Department of Propeit and Procurement. on behalf of the Department of health. Infants and Toddlers Program (hereinafter referred to as Government) and Lutheran Social Services of the Virgin islands. Inc. (hereinafter referred to as ‘Contractor’). WITNESSETI-I: WHEREAS, the Government is in need of the services of a Contractor to provide technical assistance in conducting third-party fiduciary management of Part C of the Individuals with Disabilities Education Act (“IDEA”) Grant Award, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; 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 ‘l’he 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 fi’omNoventhcr 6.2020 to November 5,2023, Upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement, this Contract shall become effective for the l’errn set out herein. The Government in its sole discretion, shall have the option to renew this Contract for a period oftwo (2) additional one.year(s) 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 perlhrmance of the services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Ninety-Six Thousand Dollars and No Cents ($96,000.00) for the term of the contract, at Thirty.two Thousand Dollars and No Cents ($32,000.00) per annum in accordance with the provisions set forth in Addendum It (Compensation) attached hereto and made a part of this contract. 1 Contract No. Contractor’s Initials: PSC LSS — lnfani.c and Toddlets Program 6th November P018DOHT21 OPCMR 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, iii 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. 5. RECORDS The Contractor when applicable, will present documented precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STAN1)ARDS 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 ii 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. S. 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 othcr capacity whatsoevcr, or make Governiucnt liable to any such pcrsons, 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. [NDEMNJFICATION 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 Contract No. 2 Contractor’s lnitials: PSC LSS — Infants and Toddlers Program P018DOHT21 OPCMR out ofor 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 GovernmeTlt. 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 l’his 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 patties hereto or their duly authorized representatives, and specit54ng 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 AGREEMFNT This agreement constitutes the entire agreement of the patties relating to thc 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. RJGHT 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 ofclairns 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 he 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. 3 Contract No. Contractor’s initials: PSC LSS — Infants and Toddlers Program P018DOHT21 OPCMR Either party will have the right to terminate this Contract with or without cause thirty (30) 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 pail, whenever the Government shall deem such termination 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 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. 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 ace, 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: (I) 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 brunch 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 hnve been given when the same is sent by certified mail, postage prepaid or personally delivercd, addressed to the parties as follows: 4 Contract No, — Contractor’s Initials: 17. TERMINATION PSC LSS .- Infants and Toddlers Program P018DOHT21 OPCMR GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Justa E. Lincarnacion, RN. BSN, MBAfl-ICM Commissioner Department of Health 3500 Estate Richmond Christiansted. St. Croix VI 00820 CONTRACTOR Junia John-Straker Chief Executive Officer Lutheran Social Services of the Virgin Islands, Inc. P.O. Box 866 l:rederiksted St. Croix, VI 00841 22. LICENSIJRE The Contractor covenants chat 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 through V 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 curent ‘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 perfoned tinder 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. Contract No. Contractor’s Initials: PSC LSS — Infants and Todd/ers Program P018DOHT21 Y:4 OPCMR 25. FALSE CLAIMS Contractor wan-ants 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 offcncc under Virgin islands law. 26. 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 he 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 tcnn of this Contract (a) COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a forn acceptable to the Government. on a ‘per claim” basis with a minimum limit of not less than one million dollars (51.000,000.00) for any one person per occurrence for death or personal injur and one million dollars (51,000.000.00) 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. In thc event that the Contractor’s commercial General Liability policy is written on a claims-made basis, the retroactive date on the Liability Contractor’s insurance policy(ies) must pre-date the effective date of this Contract. Further, in the event this insurance policy will be cancelled or not renewed, or upon tcrmination of this Contract, Contractor shall provide the Government with a tail coverage endorsement for a period ofno less than three (3) years at least thirty days in advance of said cancellation, non-renewal or termination. (b) PROFESSIONAL LIABILITY: Professional liability insurance, in a fonn acceptable to the Government, which covers the services being performed under this Contract, with policy limits of not less than one million dollars ($l,000MOO.00) per claim. The Government shall be listed thereon as a certificate holdcr. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 28. 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. Contractor’s Initials: PSC LSS — Infants and Toddlers Program P018DOHT21 [N WITNESS WI IEREOF. the parties have hereunto set their hands on the day and year first above written. GOVERNMENT OF THE VIRGIN ISLANDS Justa EEncamacion, Commissioner Department of Health Anthony D. Thomas, Commissioner Dcpartmenl of Property and Procurement CONTRACTOR ulohn-Straker Chief’€xecutive Officer (Corporate seal, if Contractor is a corporation) Date APPROVED AS TO LEGAL SUFFICL/M4 11/23/2020 DEPARTMENT OF JUSTICE BY: PURCHASE ORDER NO. Contract No 7 Contractor’s Initials: OPCMR WITNESSES: Qexusu &AWJ-4l 11/3/2 020 Date D4k/ Lutheran Social Services of the Virgin Islands. Inc. PSC LSS — titfants and Toddlers Program 11/23/2020 P018DOHT21