USVI Public Records

Document text

_______ Approved per Section 7b of Executive Order No. 477-2016 10/25/2023 Renewal Option No. 1 to P006DOHT21 OPCM R 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 Property and Procurement, on behalf of the Department of Health (DON). Maternal and Child Health Children With Special Health Care Needs Program (MCH CSHCN Program) (hereinafter referred to as Go\’ernment) and swyMed Incorporated (hereinafter referred to as ‘Contractor’). WITNESSETH: W’I-IEREAS, the Government is in need of the services of a Contractor to enable the DOH to carry out virtual visits and collaborate wiilh other medical professionals through audio, video. text and application sharing, which duties and responsibilities are more particularly described in Addendum F (Scope of Services) attached hereto: and WHEREAS, the Contractor was selected in accordance with 31 V.LC. 239(a) (6): and WH EREAS. the Contractor represents that it is willing and L apahie of providing such services: and NO’, THEREFORE, in consideration ol’ the mutual covenants herein contained, and intending to he 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 Acldeitdum I (Scope of Services) attached hereto and made a pail of this contract. 2. TERM AND EFFECTIVE DATE This Contract shall he effective upon the date of execution of this Contract by the Commissioner of the Department of PropertY and Procurement and shall terminate thirty-six (36) months thereafter. The Government in its sole discretion, shall have the option to renew this Contract for two (2) additional periods of one (I) year 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 perfbrmance of the services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Five Hundred Contractor’s Initials: Contract No. Dolt 11(71 Will [‘SC 24th October P006DOHT21 Docusign E9velope ID: DBE DFFB-OF4D-492C-A24F-9E4OD3E3653B S ... OPCMR Forty-iwo Thousand Twenty—Four Doflars and No Cents ($542,024.00) in accordance with the provisions set forth in Addendum TI (Compensation) attached hereto and made a part of this contract. Ihe compensation in the renewal years. 4 and 5, will not exceed Ninety-One Thousand One I lundrcd Filly Dollars and No Cents ($9 1,1 50.00) per annum. 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. lbr trips which have been authorized in writing, in advance, by the Government. ‘l’hcse costs shall he 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/4. 5. RECORDS [he 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 proèssional standards applicable to its profession and to consultants doing business in the United States Virgin [stands. 7. DOCUMENTS, PRINIOUTS, ETC. i-UI documents, hooks, records., instructional materials, programs, printouts and memoranda of every description derived therefrom and pertaining to this Contract shall become the property ol’ the Government and shall he turned over to it at the terniination 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. swyMed agrees to the extent it applies to documentation. training, project plans and other materials developed for this contract, hut EXPLICITLY excludes the intellectual property (IP) of swyMed which predates (his agreement and any new IP which is developed in the course of performing this agreement. 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 servant. agenfs. or Contractors Initials: CrntractNo. - ‘I ix)!! tiff! to PS( P006DOHT21 Docusign Envelooe ID: DBE1DFF8-O4C-492C-A24F-9E4OD3E3653B ;,, 2’% OPCMR independent contractors, or in any oTher capacity whatsoever, or make Government liable to any such persons, firms, associations, or corporations for the acts, omissions. liahibties. 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. ASSIGNMEN1’ The Contractor shall not subcontract or assign any part of the services under this Contract without the prior written consent ot the Government. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless (iovenirnent from and against any and nit loss, damage, liability, claims, demands, detriments, costs, charges and expenses (including attorney’s lees) and causes of action of whatsoever character which Government may incur. sustain or he 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. I I. INDEPFNDEN’I’ CON’I’ItACT()R The Contractor shall perform this Contract as an independent contractor and nothing herein contained shall he construed to he inconsistent with this relationship or status. 12. GOVERNING LAW ‘[his Contract shall be governed by the laws ol’ the United States Virgin ls[ands 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 he valid or of ally 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 he a general waiver, modification or amendment of any of the terms, conditions or provisions of’ this Contract, but the same shall he strictly limited and restricted to the extent and occasion specified in such signed writing or writings. Contractor’s Initials: /\j” Contract No. 1)011 MCII i’rA1ed PM’ P006DOHT21 OPCMR DocuSig Envelope ID: DBE1DFF8-0F40•492C-A24F-9E40D3E36536 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. IS. RIGI-ITT() WITHHOLD If work under this Contract is not performed in accordance with the terms hereoL (iovernrnent 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 he made by Government if and while Contractor gives satisfactory assurance to Government that such claims will he paid by Contractor or its insurance carrier, ii’ applicable in the event that such contest is not successful. 16. DISPUTE RESOLUTION Ike parties agree that if any dispute arises between the parties under this Contract, the f’ollosing dispute resolution procedure shall be followed: 1. In the event any contlict or disagreement arises tinder this Contract, neither party shall file any claim or suit against the other party until it has first provided written notice to the other party of the alleged dispute and submitted the dispute to mediation in the 1J.S. Virgin Islands. No Lawsuit claim or controversy shall be filcd until the conclusion of the mediation and certification by the mediator that an impasse has been reached or until 90 days has passed, whichever conies first. ihe mediation shall he conducted tinder the rules of the American Mediation Association and any mediator chosen by the parties must be certified by said Association. 2 Pending any and all dispute resolution during the 90-day mediation period set lbrth herein and pending any and all resolution of any lawsuit or claim filed in the event mediation is not successful, Contractor shall continue to perform work under the Contract and the Government shall, pursuant to the provisions of Addendum II to this Contract, continue to pay Contractor for such work. 17. CONDITION PRECEDENT / Contractor s lnitak4 N. Contract No. 4 DV?? MCD s’vkd /‘S( P006DOHT21 OPCMR This Contract shall be subject to (lie availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 18. TERMINATION Either party will have the right to terminate this Contract with or without cause on sixty (60) days written notice to the other parv specifying the tlate of termination. 19. PARTIAL TERMINATION The performance of work under this Contract may be remiinated by (lie Government, in part. whenever the Government shall deem such termination advisable by providing sixty (60 clays written notice to the Contractor. This partial termination shall be effected by deli\ ering to the Contractor a Notice of Partial Temiination specifying the extent to which the term andor duties under this Contract are terminated and the date upon which such termination becomes effective. The Contractor shall he entitled to receix e payment for services provided to the date of termination. including payment br the period of the sixty (60) (lay notice. 20. NON-DISCRIMINATION No person shall be excluded from participating in. he denied the proceeds of Or be subject to discrimination in the performance of this Contract on account of race. creed, color, sex, religion. disab i lit v or national origin - 2!. CONFLI(’T 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 he performed under this Contract. h. Contractor fuiiher 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 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 pr’siotis 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 Coniraciors Initials: (‘ontraci No. 1)011.11(1! su lied [SC’ P006DOHT21 OPCM R Do:uSin Envelope ID: DBEI DFFS-0F40-492C-A24F-9E40D3E36536 (iii) no financial interest in the Contract as that term is defined in section I 101(1) of said Code chapter. 22. NOTICE Any notice required to he given by the Terms of this Contract shall he deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as Ibliows: GOVERNMEN1’ Anthony 1). Ihomas. MBA Commissioner Department of Property and Procurement 8201 Subbase, Suite 3 St. Thomas Virgin Islands 00802 Justa Encarnacion, RN. BSN, MBA/I 1CM Commi ssto ncr Department of’ Health 1303 Hospital Ground — Suite 10 St. Thomas, VI 00802 Attention: Director of MCII CSI ICN Programs CON’I’RACTOR Jeff Urdan Director, Secretary of the Board swyMed Incorporated 71 Hancock St Lexington, MA 02420 23. IACENSURE lhe Contractor covenants that it has: I. obtained all of the applicable licenses or pemiits. permanent, temporary or otherwise as required by the state of Incorporation and Corporate domicile; and 2. familiarlied itself with the applicable provisions of 1 itle 27 of the Virgin Islands Code pertaining to professions and occupations. 24. (YFHER PROVISIONS Addenda I, II, Ill, TV and V attached hereto are a part of this Contract and are incorporated herein by reference. ConLractor’s InitiaIs7’JLN_ Contract No. IX)]! MCII sIfl!]Ikd PAY P006DOHT21 ()PCMR DocuS’gn Enveiope ID: DBEIDFFS-0F40-492C-A24F-9E4003E36536 25. DEBARMENT CERTIFICATION fly execution of this contract, the contractor certifies that it is eligible to receive contract awards using federally appropriated lunds 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 subeontracts hereunder and shall furnish its subcontractors with the current “lIST OF PARTIES EXClUDEr) FROM FEDERAL PROCUREMENt OR NON-PROCVREMF.Nl”. 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 he entitled to paymcnt for any work performed 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. 26. FALSE CLAIMS Contractor warrants that it shall not. with respect to this Contract, make or present any claim upon or against tlie Government of the Virgin Islands, or any officer department, board. commission, or other agency thereof, knowing such claims to he false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or haudulent claim is an offence under Virgin Islands law. 27. NOTICE OF FEDERAL FIJNDING Contractor acknowledges that this Contract is funded, in whole or in part, by federal hinds. 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 Iälse, fictitious, or fraudulent claim is a federal offence. 28. INSURANCE Contractor shall maintain the Ibllowing insurance eoverages dining the term of this Contract 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 iniury and one million dollars ($1,000,000.00) for any one occurrence for property damage. Insurance poliey(ies) shall name the Government of the Virgin Islands as the certificate holder and additional insured via an endorsement. 2. 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 ($1,090,000.00) per claim. The Government shall be listed thereon as a certificate holder. / Contractor’s Initials: Contract No. (K)!! Ai’Cl( swy.lecl f),5( P006DOHT21 Docusign Envelope ID: DBEIDFF8-0F40-492C-A24F-9E40D3E36536 OPCM R 3. WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage 29. FASCIMILE, ELECTRONIC & WGI1’AL SI(;NkTIJRES A facsimile, electronic or digital signature on this Contract shall he deemed an original and binding upon the Parties hereto. IN VITNESS WHEREOF, the parties have hereunto set their hands on the day and year first abovc written. WITNESSES: OocSiqned by 550RE020804E458 (;OVERNMENT OF THE VIR(;LN ISLANDS Justa Encarnacion, Commissioner Department of Health 8/26/2020 Date Anthony D. Thomas. Commissioner Department of Property and Procurement CoNTRACTOR Date (Corporate seal, if Contractor isa corporation) August 23. 2020 APPROVED: Honorable Albert Bryan Jr. Date: GOVERNOR OF TIE U.S. VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICL2CY DEPARTMENT OF JUSTICE BY: / ,1/ _Patc 10/23/2020 PURCHASE ORDER NO: Contract No. 1530 S Contractor’s Initials: :.‘uyJ .spo.cd ; Stetáno MigIinTt3 svyMed Incorporated DO!! UGH s,wyMed /‘SC xxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx 10/24/2020 P006DOHT21