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OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this _______ day of , 2021, 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 (hereinafter referred to as “Government’) and Pafford Medical Services, Inc. d/b/a Pafford Medical Services (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide Public Health Emergency Medical Services in the Government’s ongoing response to the COVID-19 Pandemic, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected to perfonn the needed services using 31 V.I.C § 239(a)(l), as 31 V.I.C. § 236 was suspended for COVID-19 related acquisitions by Order and Proclamation dated March 20, 2020; and WHEREAS, Contractor provided the above-referenced services under Contract No. POO2DOHT2I, which expired pursuant to its terms on December 30, 2020; and WHEREAS, the Government has a continued need for Public Health Emergency Medical Services and selected Contractor to continue providing the needed services using the provisions in 3 1 V.I.C § 239(a)(1); and WHEREAS, the Contractor represents that it is willing and capable ofproviding 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 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 The term of this Contract shall be from December 31, 2020 to January 31, 2021. Upon the date of execution of this Contract by the Governor of the U. S. 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 three (3) successive periods of one (1) month each, with the last renewal option to terminate on April 30, 2021, subject to the same terms noted herein. The Government shall provide the Contractor with five (5) days written notice of the Government’s election to renew. The Contractor’s Initials: Contract No. PSC Pa/lord Medical Ser,ces — COVID-lY 27 January P042DOHT21 OPCMR Government’s election to extend this Contract is contingent on the availability of approved funding fbr each renewal option. 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 Two Million Four Hundred Forty-One Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($2,441,667.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract. 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 oji 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. The Contractor shall provide a monthly accounting for the funds expended from this award. This includes, hut is not limited to. receipts. invoices, and contracts executed to secure services related to these expenditures. The monthly report shall he submitted by the 5th business day of the following month. 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 ever 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 described materials shall not be used by Contractor or by any other person or entity except upon the written permission of the Government. Contractor’s Initials: Contract No. _______________________________ PSC P4fi,rd .tI.’dica/ Services — Col ID-I 9 P042DOHT21 0 PC MR 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 servants, agents. or independent contractors. or in any other capacity whatsoever, or 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 hut 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 pai-t of’ the services under this Contract without the prior written consent of the Government. 10. INDEMNIFICATION 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 he subjected to, arising out ofor in any way connected to the services to he performed by Contractor under this Contract and arising from any cause. except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR The Contractor shall perl’orm 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 term. condition, or provision of this Contract shall be valid or of any force oi’ 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 Contract, but the same shall he strictly limited and restricted to the extent and occasion specified in such signed writing or writings. 3 Contractor’s Initials: Contract No. _________________________ I’S(’ PaI/ord t ledical .5rinces CO I ID- /9 P042DOHT21 OPCMR 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 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 Governor. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on five (5) days written notice to the other party specifying the date of termination. 18. PARTIAL TERMINATION The performance of work under this Contract may be tcnninated by the Government, in part, whenever the Government shall deem such termination advisable by providing five (5) 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 (‘or the period of’ the five (5) day notice. 4 Contractor’s Initials: ___________ Contract No. __________________ ________ I’SC PajThrd ,tkdicul Scr,ces C()I 7D-I 9 P042DOHT21 0 PC MR 19. NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds of or he 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 vill not acquire any interest direct or indirect, which would conflict in any manner or degree with the perfbrrnance 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 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 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 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. MI3A Commissioner Department of Property and Procurement 8201 Sub Base. Suite 4 St. Thomas Virgin Islands 00802 Justa Encarnacion. RN. BSN. MBA/HCM Commissioner Department of Health Contractor’s Initials: _________ Contract No. PS(’ !‘atThrd .t11ica1 Scrvrces — ( () I ID- 19 P042DOHT21 OPCMR 3500 Estate Richmond Christiansted. VI. 00820 CONTRACTOR Clay Hobbs. Chief Operating Officer Pafford Medical Services, Inc. 3509 W 16th Street Hope. AR 71801 22. LICENSURE The Contractor 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. 23. OTHER PROVISIONS Addenda I. II. Ill and IV 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 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. 25. 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. 6 Contractor’s Initials: ___________ Contract No. PS(’ Pafford hI’cI,cul Srvices — (‘0111)-I 9 P042DOHT21 OPCMR 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 be 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 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 one million dollars ($1 ,000,000.00) for any one person per occurrence for death or personal injury and one million dollars ($1,000,000.00) 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. (h) IROFESSIONAL LIAI3ILITY: 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. (d) AUTOMOBILE LIABILITY. including No-Fault coverage, with limits of liability not less than $1,000,000.00 per occurrence with the Government as additional named insured. Coverage shall include all non-owned vehicles and. all hired vehicles. 28. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile. electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hem’eto. I INTENTIONALLY LEFT BLANKI 7 Contractor’s Initials: __________ Contract No. !‘SC Pa(Thrd .Iedica1 Services (OVJD-19 P042DOHT21 OPCMR IN WITNESS WHEREOF. the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN IS LANDS APPROVED CNTRACTOR 1/25/2021 Date Clay Hohs. Chief Operating Officer Date PafTord Medical Services. Inc. d/h/a Pallord Medical Services (Corporate seal. if’Contractor is a corporation) Date: _____________________ Honorable Albert Bryan Jr. GOVERNOR OF THE U.S. VIRGIN ISLANDS APPROVED AS TO LEGAL 1/26/2021 DEPARTMENT OF JUSTICE BY ________________________ _______ Assistant Attorney General PURCHASE ORDER NO. Contract No. 8 Contractor’s Initials: J7ncZaoi, Commissioner A 1/2 2/2 02 1 Date Department of Health %. Anthon1. Thomas. Commissioner Department of Property and Procurement PSC !‘if’ord t1’1icvl &n’ices (‘01 ID- 19 P042DOHT21 1-27-21