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REINSTATEMENT AND AMENDMENT OF PROFESSIONAL SERVICES CONTRACT Wn THIS AGREEMENT made as of the (0 day of ob. 2015 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 LABOR, (hereinafter referred to as “GOVERNMENT”) and Mathematica Policy Research, Inc. (hereinafter referred to as “CONTRACTOR’). Both parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESSETH: WHEREAS, pursuant to Contract No. PC 135DOL14_ approved by the Governor on August 8, 2014, the GOVERNMENT contracted with CONTRACTOR to provide a review of the Virgin Islands Department of Labor’s reporting and validation system and date sources for validated benefits and employer contributions tax data; and WHEREAS, the Contract expired pursuant to its terms on February, 8, 2015; and WHEREAS, the parties desire to reinstate the Contract, and to further amend the Contract to extend its term for twelve (12) months from the date of approval by the Governor; and WHEREAS, the reinstatement and extension of the Contract pursuant to this Reinstatement of Professional Services Contract shall not result in any change to the scope of work provided for under the Contract and shall not require an increase to the compensation originally provided for under the Contract. NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: TERMS AND CONDITIONS: 41. The contract, is hereby reinstated and its term extended for twelve (12) months from the date of approval by the Governor. 2. This Reinstatement of the Professional Services Contract is subject to the approval of the Governor of the Virgin Islands. 3. Except as expressly amended in this Reinstatement and Amendment of Professional Services Contract, all terms of the Contract, remain in full force and effect. Page 1 of 2 a Contract No. PC|02 PO LS IN WITNESS WHEREOF, the parties have hereunto set their h ands on the day and year first above written WITNESS GOVERNMENT OF THE VIRGIN ISLANDS Pa Fadi OM Lh mae Spf— sf Ya } / lend. ant | rd & 2 cme Hendry, Esa. / Date Commissioner Designee Deparment of Labor 7/2 /S (4™ Vek Sse; Date Commissioner Designee Department of Property & Procurement WITNESS en ea ad —_ f A ( hoe §-7-/8 — ~~Pamela L. Tapscott Date Vice President Mathematica Policy Research, Inc APPROVED: y W NAbeog 4 r Date Kenneth E vee Governor of the Virgin Islands Approved For Legal Sufficiency Department of Justice By Date ——— YW a | Contract No L oa ht Le PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN GOVERNMENT OF THE VIRGIN ISLANDS, DEPARTMENT OF PROPERTY & PROCUREMENT ON BEHALF OF DEPARTMENT OF LABOR AND MATHEMATICA POLICY RESEARCH, INC. GN) THIS Professional Services Contract (hereinafter referred to as the “Contract”) is made this _/\ day of iis ~— __, 2014 in the Territory of the Virgin Islands, by and between the Government Of the Virgin Islands, Department of Property & Procurement on behalf of the Department of Labor (hereinafter referred to as the “Government”) and Mathematica Policy Research, Inc. (hereinafter referred to as “Contractor’). VWITNESSETH: WHEREAS, the Government is in need of the services of Contractor to provide an independent verification of the extent to which the Virgin Islands Department of Labor Unemployment Insurance benefits and tax data validation extract files meet federal requirements, which duties and responsibilities are more particularly described in Addendum | (Scope of Services) attached hereto; and WHEREAS, Contractor represents that it is willing and capable of providing such services. 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: 4; SERVICES. Contractor will provide the services described in Addendum | (Scope of Services) attached hereto and made a part of this Contract. 2. TERM. This Contract shall commence upon the execution of this Contract by the Governor of the Virgin Islands and shall terminate six (6) months thereafter. a, COMPENSATION. The Government, in consideration of the satisfactory performance of the services described in Addendum | (Scope of Services), agrees to pay Contractor an amount not to exceed ONE HUNDRED TWENTY NINE THOUSAND SEVEN HUNDRED AND SIXTY FOUR ($129,764) DOLLars, in accordance with the provisions set forth in Addendum I (Compensation) attached hereto and made a part of this Contract. 4. TRAVEL EXPENSES. Contractor agrees that travel expenses in the amount of Fifteen Thousand One Hundred and Fifteen Dollars and Eighty cents ($15,115.80) are included in the quoted price set forth in Paragraph 3 above, and if additional travel is required to satisfy this Contract the cost must be approved by the Government. pclssDOLI4 gp (fen/e ve Contract For Professional Services Between GVI and Mathematica Policy Research, Inc. 5. 10. Tt: es 13. Contract No.: Department Head s als / RECORDS. Contractor, when applicable, will present documented, precise records of time and/or money expended under this Contract. PROFESSIONAL STANDARDS. Contractor agrees to maintain the professional standards applicable to its profession and to consultants doing business in the United States Virgin Islands. DOCUMENTS, PRINTOUTS, ETc. All documents, books, records, instructional materiais, 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 described materials shall not be used by Contractor or by any other person or entity except upon the written permission of the Government. 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 but not limited to unemployment insurance and social security taxes for Contractor, its servants, agents or independent contractors. ASSIGNMENT. Except as otherwise provided in this Agreement, Contractor shall not subcontract or assign any part of the services under this Contract without the prior written consent of the Government. INDEMNIFICATION. Contractor agrees to investigate, defend and hold harmless 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 Government may incur, sustain or be 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. INDEPENDENT CONTRACTOR. Contractor shall perform this Contract as an independent Contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. 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. 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 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 PCIT35D0L14 Page 2 of 11 wie Po =o77 Contractor’s Initials/Date Contract For Professional Services Between GVI and Mathematica Policy Research, Inc. 14. 15. 16. 17. 18. 19. 20. 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. ENTIRE AGREEMENT. This Contract constitutes the entire agreement between the parties hereto and all prior understanding or communications, written or oral, with respect to the Project which is the subject matter of this Contract, are merged herein. RIGHT TO WITHHOLD. /[f 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 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. CONDITION PRECEDENT. This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. TERMINATION. Either party will have the right to terminate this Contract with or without cause on thirty (30) days written notice to the other party specifying the date of termination. PARTIAL TERMINATION. The performance of work under this Contract 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 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. 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. 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. CONFLICT OF INTEREST. (a) Contractor covenant 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: conractnosPCT35DOLI4 SOON oly, . hf Department Head’s ath, Sa C SID J i fe CG f ate Contractor’ £ [nitials/Date Contract For Professional Services Between GVI and Mathematica Policy Research, Inc. (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, 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; (iii) no financial interest in this Contract as that term is defined in section 1101 (1) of said Code chapter. 21. EFFECTIVE DATE. The effective date of this Contract shall be the day of execution of the contract by the Governor. 22. 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 Commissioner Department of Property and Procurement Sub Base, Building #1, Third Floor St. Thomas, Virgin Islands 00802 340.774.0828; Commissioner Department of Labor 4401 Sion Farm Christiansted, Virgin Islands 00820-4245 340.773-1994:; and CONTRACTOR Mathematica Policy Research, Inc. P.O. Box 2393 PRINCETON, NJ 08543-2393 609.799.3535 23. LICENSURE. Contractor covenanis 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. Contract No.:_p , sey \ Perse aay 4 Coo) s=/0-1Y Department Head’s initials Imre Contractor’s Initials/Date Contract For Professional Services Betney — and a a a Policy nese Inc. VA DWC — o li Ff x 7 ASYM HA phir K/S VE, Lynn A. Milfin Maduro, Esq.,.~ Date / Commissioner _ Department of Property and Procurement CONTRACTOR: Mave Mat} ca Cope C. poco 5-/67¥ “Bimal L Tapscott Date Vice President Mathematica Policy Research, Inc. anesthe tag = gy ; “nek Ai pe ae we ATTEST:_~_\___ Zs = {corporate seal] -o 5 “ joa } 7 - 7 u ae ic 2 2, ats fay ¥ s yh ee Date:_ © IS | OHN P. de JON he | RNOR VIRGIN ISLANDS APPROVED AS TO LEGAL SUPFIGIENCY 4 _ , , DEPARTMENT OF JUSTICE BY: Lag dh yit te niu ga4/Date: S/o JH Purchase Order NO. ACCOUNT CODE NO. A. CERTIFICATE OF APPROVAL | hereby certify that this is a true and exact copy of Contract No. entered into between The Department of Property and Procurement and Lynn A. Millin Maduro, Commissioner Department of Property and Procurement Pe igeeones Page 6 of 11 fe Lau CHer/5-/14 SY Department Head’s Initials Date Contractor’s Initials/Date Contract No.: Contract For Professional Services Between GVI and Mathematica Policy Research, Inc. ADDENDUM | SCOPE OF SERVICES SCOPE OF WORK TO BE PERFORMED The scope of work to be performed is outlined in Attachment #1 — Mathematica Policy Research Proposal Document. Page 7 of at Contract No.P C 1 3 a D 0 L 1 4 ne a es At / 5-1 SY a Department Head’s Initials ot ey Contractor’s [nitials/Date