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SUB-GRANT AGREEMENT THIS SUB-GRANT AGREEMENT is made on the | *-of July , 2019, in the Territory of the Virgin Islands, by and between the GOVERNMENT! OF THE VIRGIN ISLANDS through the VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT of No. 1 Sub Base, 3™ Floor, St. Thomas, U.S. Virgin Islands on behalf of the VIRGIN ISLANDS DEPARTMENT OF EDUCATION of 1834 Kongens Gade, St. Thomas, U.S. Virgin Islands (hereinafter referred to as “VIDE” or “Sub-Grantor”) and Maphairian, Inc. of 147 Estate Plessen, Frederiksted, St. Croix, VI 00840 (hereinafter referred to as ““Sub-Grantee” or “Maphairian”). The Government and the Sub Grantee are collectively referred to as the “Parties”. WITNESSETH: WHEREAS, the VIDE is the recipient of 21** Century Learning Centers grant funds from the United States Department of Education Federal Fiscal Years 2018 through 2019, as authorized under Title IV, Part B, of the Elementary and Secondary Education Act (ESEA), as reauthorized by the Every Student Succeeds Act of 2015 (ESSA), codified at 20 U.S.C. § 7171 et seq., reauthorized by Public Law No.111-117, (hereinafter “the Program”); and WHEREAS, the VIDE is authorized under the Program to sub-grant funds for the purposes of providing academic assistance before or after school, and during summer, to Virgin Islands school students that will assist the students with improving their academic proficiency and social skills; and for providing opportunities for literacy and related educational development to families of students served by the 21 Century Community Learning Centers (hereinafter “215' CCLC"); and WHEREAS, the VIDE in its role as the State Education Agency of the U.S. Virgin Islands is committed to enhancing support mechanisms for Virgin Islands students and assisting them in building academic and social competencies; and WHEREAS, the VIDE solicited RFP-DOE-2017-010 for qualified individuals or firms to submit a 21** CCLC Grant Application for the term of 2017-2020; WHEREAS, in accordance with federal and local regulations and laws the VIDE has approved the Sub-Grantee for the sub-grant award notified to the Sub-Grantee by letter dated August 4, 2017, for the Sub-Grantee to provide services in accordance with ADDENDUM I (Scope of Services) attached hereto, incorporated herein by reference, and made a part of this sub- grant agreement, and within the authorized categories delineated in the ATTACHMENT A (Budget), attached hereto, incorporated herein by reference, and made a part of this sub-grant agreement; and NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and other good and valuable consideration and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES Sub-Grantee will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this Agreement. Page | | Sub-Grantee Initials: RFP-DOE-2017-010 POZ4D0E C19 2. TERM This Contract shall commence upon the execution of this Contract by the Governor of the Virgin Islands and shall terminate on December 30, 2022. The Government in its sole discretion, shall have the option to renew this Contract for one (1) additional one (1) year term 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. FUNDING The Government, for the performance of the services as described in ADDENDUM I (Scope of Services), in accordance with the provisions set forth in Addendum II (Compensation), attached hereto and incorporated herein by reference, agrees to pay Sub-Grantee a sum not to exceed FIVE HUNDRED TWENTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($525,000.00). 4. TRAVEL EXPENSES Inclusive in the disbursement of award for services as specified in Paragraph 3 (Funding) above, the Government agrees to pay a sum not to exceed Eighteen Thousand Dollars and Zero Cents ($18,000.00) for 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. 5. RECORDS The Sub-Grantee, when applicable, will present documented, precise records of services provided and/or money expended under this Agreement. 6. PROFESSIONAL STANDARDS The Sub-Grantee 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, and instructional materials, programs, printouts, and memoranda of every description derived therefrom and pertaining to this Agreement shall become the property of the Government and shall be tumed over to the Government at the end of the retention period. The above-described materials shall not be used by Sub-Grantee or by any other person or entity except upon the written permission of Government. 8. REAL PROPERTY, EQUIPMENT, SUPPLIES, and COPYRIGHT All real property, equipment, supplies, and copyrights obtained by the Sub-Grantee acquired under this Agreement shall be used, managed, and disposed of in accordance with the applicable sections of 34 CFR Part 75. 9. 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 g RFP-DOE-2017-010 POZ4D0E C19 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. 10. ASSIGNMENT The Sub-Grantee shall not subcontract or assign any part of the services under this Agreement, without the prior written consent of the Government. 11. INDEMNIFICATION The Sub-Grantee agrees to indemnify, defend and hold harmless, the 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 the Government may incur, sustain or be subjected to, arising out of or in any way connected to the services to be performed by the Sub-Grantee, under this Agreement and arising from any cause, except the sole negligence of the Government. 12. INDEPENDENT CONTRACTOR The Sub-Grantee shall perform this Agreement as an independent Sub-Grantee and nothing herein contained shall be construed to be inconsistent with this relationship or status. 13. GOVERNING LAW This Agreement shall be governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 14. WAIVERS AND AMENDMENTS No waiver, modification or amendment of any term, condition or provision of this Agreement 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 particularly 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 Agreement but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 15. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties hereto, and all prior understanding or communications, written or oral, with respect to the Program, which is the subject matter of this Agreement, are merged herein. 16. RIGHT TO WITHHOLD If work under this Agreement is not performed in accordance with the terms hereof, the rules of the 21st CCLC Program, Federal or local laws, any other applicable policies and procedures, or for non-performance of services, the Government will have the right to withhold any disbursement due to Sub-Grantee, such sums as the Government ns deem ample to protect itself against lost or to assure payment of claims arisi Sub-Grantee Initials: { RFP-DOE-2017-010 PO34D0E C19 therefrom, and, at its option, the Government may apply such sums in such manner as the Government may deem proper to secure itself or to satisfy such claims. The Government will immediately notify the Sub-Grantee in writing in the event that it elects to exercise its right to withhold. No such withholding or application shall be made by the Government if and while Sub-Grantee gives satisfactory assurance to the Government that such claims will be paid by Sub-Grantee or its insurance carrier, if applicable in the event that such contest is not successful. 17. CONDITION PRECEDENT This Agreement is subject to the availability of funds appropriated for such purpose and to the approval of the Governor of the United States Virgin Islands. 18. TERMINATION Either party shall have the right to terminate this Agreement with or without cause on thirty (30) days written notice, to the other party specifying the date of termination, in accordance with paragraph 23 of this Agreement and in compliance with 34 CFR 81, Enforcement. 19. PARTIAL TERMINATION The performance of work under this Agreement may be terminated by the Government in part whenever the Government shall deem such termination advisable. This partial termination shall be effected by delivering to the Sub-Grantee a Notice of Partial Termination specifying the extent to which the term and/or duties under this Agreement are terminated and the date upon which such termination becomes effective. The Sub-Grantee shall be entitled to receive disbursement for services provided and allowable costs incurred through the date of termination. 20. 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 Agreement on account of race, creed, color, sex, religion, disability or national origin. 21. CONFLICT OF INTEREST (a) Sub-Grantee 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 Agreement. (b) Sub-Grantee 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, Virgi Page | 4 Sub-Grantee Initials: RFP-DOE-2017-010 PO34D0E C19 Islands Code, pertaining to conflicts of interest, including the penalties provisions set forth in section 1108 thereof; ii. not made, negotiated or influenced this Agreement in its official capacity; and iii. no financial interest in this Agreement as that term is defined in Section 1101 (1) of said Code chapter. 22, EFFECTIVE DATE The effective date of this Agreement shall be the day of execution of the Agreement by the Governor of the U.S. Virgin Islands. 23. NOTICE Any notice required, permitted, or desired to be given under this Agreement 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 Nominee Department of Property and Procurement Building No. 1, Third Floor, Sub Base St. Thomas, U.S. Virgin Islands 00802 DEPARTMENT OF EDUCATION Racquel Berry Benjamin Commissioner Nominee Department of Education 1834 Kongens Gade St. Thomas, U.S. Virgin Islands 00802-6746 SUBGRANTEE Natasha Mathurin, Program Director MAPHAIRIAN, INC. #7 Market Street PO Box 128, Christiansted St. Croix U.S. Virgin Islands 00821 24. LICENSURE The Sub-Grantee 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. 25. FALSE CLAIMS The Sub-Grantee warrants that it shall not, with respect to this Agreement, 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 claim to be false, fictitious or fraudulent. Thg Page | 5 RFP-DOE-2017-010 PO34D0E C19 Sub-Grantee acknowledges that making such a false, fictitious or fraudulent claim is an offense under Virgin Islands law. 26. NOTICE OF FEDERAL FUNDING The Sub-Grantee acknowledges that this Agreement is funded, in whole, by federal funds. The Sub-Grantee warrants that it shall not, with respect to this Agreement, make or present any claim knowing such claim to be false, fictitious or fraudulent. The Sub-Grantee acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. 27. DEBARMENT CERTIFICATION By execution of this Agreement, the Sub-Grantee certifies that it is eligible to receive applicable sub-grant awards using federally appropriated funds and that it has not been suspended or debarred from entering into Agreements with any federal agency. The Sub-Grantee shall include this provision in each of its subcontracts hereunder and shall furnish its sub-contractors or sub-grantees with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT.” In the event the Sub-Grantee or any sub-contractor misrepresents its eligibility to receive awards using federal funds, the Sub-Grantee or sub-contractor agrees that it shall not be entitled to payment for any work performed under this Agreement or any sub-contract, and that the Sub-Grantee or sub-contractor shall promptly reimburse the Government for any progress payments heretofore made. 28. LIABILITY INSURANCE (a) The Sub-Grantee shall provide the Government with general liability insurance coverage during Sub-Grantee’s operation of the services under this Agreement in an amount not less than Six Hundred Thousand Dollars and Zero Cents ($600,000.00) annually and shall indicate the Government of the Virgin Islands, Department of Education, as an additional insured and a certificate holder, for the entire period of this Agreement. In the event that the Sub-Grantee’s existing coverage will expire before the end of the term of this Agreement, Sub-Grantee shall provide proof of the renewal of coverage within ten (10) days after the beginning of the new period of the insurance. Sub-Grantee shall evidence public liability insurance coverage by providing the Department of Education with a Certificate of General Liability Insurance that indicates the coverage and the Government of the Virgin Islands, Department of Education as an additional insured, and a certificate holder, and addressed to the Department of Education as indicated in paragraph 23. (b) The Sub-Grantee shall provide the Government with Workers’ Compensation coverage under the Government Insurance Fund or other form of coverage. 29. CONFIDENTIALITY Sub-Grantee shall comply with all local and federal laws regarding release of student information, and shall release student information only upon obtaining proper authorization from the student(s)’ legal representative or the eligible student, and upon notice to the Government as prescribed in paragraph 23 of this Agreement. 30. INVOICES AND PAYMENTS The Sub-Grantee will present to VIDE, through its 21st CCLC Program Manager properly completed invoices that shall describe and document to the VIDE’s satisfaction, and shall contain information, including but not limited to, the period of services covered by the invoice, description of the services performed, and the amount of fees in accordance with the compensation schedule Page | 6 Sub-Grantee Initial RFP-DOE-2017-010 PO34D0E C19 in Addendum II (Compensation) and Attachment A (Budget) attached hereto and made a part of this agreement. Each invoice must be accompanied by applicable supporting documents, including but not limited to reports, plans, all related time sheets, student attendance records, cancelled checks, vendor billings and invoices and any other deliverables/documents due for the invoice period. Payments shall be made only after receipt of properly completed invoices; verification that the services invoiced was provided in accordance with Addendum I (Scope of Services) and Addendum II (Compensation); all necessary supporting documents was received and deemed sufficient. Invoices will be processed in accordance with all applicable federal and local laws and regulations, including all applicable policies, rules and procedures pertaining to the use of these funds for the services provided hereunder. 31. SEVERABILITY If any of the provisions of this Agreement 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. 32. MERGER This Agreement constitutes the entire agreement between the parties hereto, and all prior understandings or communications, written or oral, with respect to the subject matter of this sub- grant agreement, are of no force or effect. 33. OTHER PROVISIONS ADDENDUM I, ADDENDUM II, and ATTACHMENT A and the Sub-Grantee’s eligibility documents are attached hereto, made a part of this Agreement, and are incorporated herein by reference. Page | 7 Sub-Grantee Initials RFP-DOE-2017-010 POZ4D0E C1? IN WITNESS WHEREOF, the parties intending to be legally bound have hereunto set their hands on the day and year first above written GOVERNMENT OF THE VIRGIN ISLANDS WITNESS DEPARTMENT OF PROPERTY AND PROCUREMENT wae feawk K “1c >. AG. 6-224 Anthony) D. Thomas Date Anthony D. TE Nominee DEPARTMENT OF EDUCATION A ef? << Berry Benjamin [eo mmissioner Nominee My G/, Lg ans ey LO } dis Y; LTLAL aes BAY Mihir —_ ep irector APPROVED SF ae HONORABLE ALBERT BRYAN, JR Date Governor of the Virgin Islands Approved for Legal Sufficiency EWAn we, Osh 5 KK Date Account No. Org Obj Proj Page | 8 Sub-Grantee Initials RFP-DOE-2017-010 POZ4D0E C19 CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of the Sub-Grant Agreement No. entered into between the Department of Property and Procurement and Maphairian, Inc. Anthony D. Thomas Commissioner Department of Property and Procurement — ~~. ie , gt re “ii T re a ry Aida Bl OF. tee AN Page | 9 P 0) 3 4 D Q E C1 9 3 Sub-Grantee Initial