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DocuSign Envelope ID 8E27DA19-A6DE-4855-902D-E0999C5D2D7A OPCMR MEMORANDUM OF AGREEMENT THiS MEMORANDUM OF AGREEMENT (“MOA”) is made this ____day of________ .2022 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 Education on 1834 Kongens Gade. St. Thomas. U.S. Virgin Islands 00802 (hereinafter referred to as “Government”) and UNIVERSITY OF THE VIRGIN ISLANDS, No. 2 John Brewers Bay, St. Thomas. U.S. Virgin Islands. an instrumentality of the Government of the United States Virgin Islands (hereinafter referred to as “the University”) on behalf of the School of Education. WITNESSETH: WHEREAS. Virgin Department of Education, (“VIDE”). pursuant to Title 3 Virgin Islands Code. Chapter 7. Section 96. is required to promote the cause of education. and achieve a high level of general education throughout the Virgin Islands. and is authorized to exercise such powers. and perform such other duties and Functions. as may be prescribed by law, to fulfill this duty: and WHEREAS, the University will provide the necessary academic courses to a cohort often (lO) VIDE public school teachers (participants) towards obtaining the Teaching English as a Second Language (1’ESL) Certificate as required h the V.1. Board of Education in the St. 1’hornas- St. John 1)istrict as described in Addendum I (Scope of Service): and WHEREAS. the University. is an instrumentality of’ the Government of the United States Virgin Islands: and WHEREAS, the Government is authorized to enter into this agreement pursuant to Title I 7 Virgin Islands Code. Chapter 33 § 467(a)( I). which provides for Cooperation by Government: and WHEREAS, the University represents that it is willing to 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 The University will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this contract. General Contract No. _____________ UVI Initials: ] A 14th June G053DOET22 DocuSign Envelope ID: 8E27DA19-A6DE-4855-902D-E0999C5D2D7A 2. TERM AND EFFECTIVE DATE The terni of this Agreement shall be from August 1. 2022 to July 31. 2023. upon execution by the Commissioner of the Department of Property and Procurement and shall be effective for the Term set out herein. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services). agrees to pay the University a sum not to exceed Thirty-Three Thousand, Nine Hundred Ten Dollars and Zero Cents (S33,910.OO) in accordance with the provisions set forth in Addendum II ((‘ompensation) attached hereto and made a part of this MOA. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specifled 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 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 (S N/A). 5. RECORDS The University when applicable, will present documented precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The University 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 MOA. with the exception of any pre-existing course material developed for the courses listed in Addendum I which will remain University or Subcontractor property, shall become the property of the Government and shall be turned over to it at the termination of this MOA. The above-described materials shall not be used by the University or by any other person or entity except upon the written permission ot’the Government. 2 General Contract No. ______________ UVI Initials: OPCMR I I G053DOET22 DocuSign Envelope ID: 8E27DA1 9-A6DE—4855-9O2DEO999C5D2D7A OPCMR 8. LIABILITY OF OTHERS Nothing in this MOA shall be construed to impose any liability upon the Government to persons. firms. associations. or corporations engaged by the University as servants, agents. or independent contractors. orin any othercapacity whatsoever. or make Government liable to any such persons. firms associations, or corporations for the acts, omissions, liabilities, obligations and taxes of the University of whatsoever nature. including hut not limited to unemployment insurance and social security taxes for the university its servants, agents or independent contractors. 9. ASSIGNMENT The University shall not subcontract or assign any part of the services under this MOA without the prior written consent of the (iovernmcnt. 10. INDEMNIFICATION To the extent permitted h law, the University agrees to indemnify, defend and hold harmless Government from and against any and all loss. damage. liability, claims, demands, detriments, cost, charges and expense (including attorney’s lees) and causes of action of whatsoever character hich Government may incur, sustain or he subjected to. arising out of or in any way connected to the services to be performed by the University tinder this MOA and arising from any cause, except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR The University shall perlbrm this MOA as an independent contractor, and nothing herein contained shall he construed to he inconsistent with this relationship or status. 12. GOVERNING LAW This MOA shall he governed by the laws olthe 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 MOA 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 shall in no event be construed to be a general waiver, modification or amendment of any of the terms, conditions or provisions of this MOA. but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. GenraI (‘ontract No. 3 ii liVi Initials: G053DOET22 DocuSign Envelope ID: 8E27DA1 9-A6DE-4855-902D-E0999C5D2D7A ED 14. ENTIRE AGREEMENT This MOA 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 MOA is not performed in accordance with the terms hereof. Government will have the right to withhold out of any payment due to the University 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 University in writing in the event that it elects to exercise its right to withhold. Nosuch ithholdingorapplication shall be made byGovernment if and hiIe the University gives satisfactory assurance to Government that such claims will be paid by (ontractor or its insurance carrier. ifapplicable in the event that such contest is not successful. 16. CONDITION PRECFDENT i’his MOA shall he subject to the availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this MOA with or without cause on thirty (30) days written notice to the other party specifying the date of termination. 18. PARTIAL TERMINATION The performance of work tinder this MOA may he terminated by the Government. in part. whenever the Government shall deem such termination advisable by providing thirty (30) days written notice to the University. This partial termination shall he effected by delivering to the University a Notice of Partial Termination specifying the extent to which the term and/or duties under this MOA are terminated and the date upon which such termination becomes effective. The University 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. he denied the proceeds of or he subject to discrimination in the performance of this MOA on account of race. creed, color, sex, religion. disability or national origin. 3 OPCMR General (‘untract N. [VI Initials: G053DOET22 DocuSign Envelope ID: 8E27DA1 9-A6DE-4855-902D-E0999C5D2D7A 20. CONFLICT OF INTEREST The University covenants that it has no interest and will not acquire any interest direct or indirect. which would conflict in an’ manner or degree with the performance of services required to be performed under this MOA. 21. NOTICE Any notice required to he given by the Terms of this MOA 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 foIlows: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base. Suite 4 St. Thomas U.S. Virgin Islands 00802 Racquel Berry-Benjamin. Commissioner Department of Education I 834 Kongens (lade St. Thomas, U.S. Virgin Islands 00802 Mindy Solivan. Director Office of Sponsored Programs University of the Virgin Islands No. 2 John Brewefs Bay St. Thomas. U.S. Virgin Islands 00802 22. LICENSURE The university covenants that it has: (c) obtained all of the applicable licenses or permits. permanent. temporary or otherise as required by Title 27 of the Virgin Islands Code: and (d) thmiliarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda 1. II and Ill attached hereto are a part of this MOA and are incorporated herein by reference. OPCMR (ieneral Contract No. ________ UVI Initials: G053DOET22 DocuSign Envelope ID: 8E27DA1 9-A6DE-4855-9O2DEO999C5D2D7A 24. DEBARMENT CERTIFICATION By execution of this MOA. the University certifies that it is eligible to receive awards using federally appropriated funds and that it has not been suspended or debarred from entering into agreements with any federal agency. The University shall include this provision in each of its suhcontracts hereunder and shall furnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT”. In the event the University or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the (Jniversity or subcontractor agrees that it shall not be entitled to payment for any work performed under this MOA or any subcontract and that the University or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 25. FALSE CLAIMS The University warrants that it shall not. with respect to this MOA. make or present any claim upon or against the Government of the Virgin Islands. or any othcer department, hoard, commission, or other agency thcreot knowing such claims to he false. fictitious or Fraudulent. The University ackno ledges that making such a false, fictitious or Fraudulent claim is an offence under Virgin Islands law. 26. NOTICE OF FEDERAL FUNDING The University acknowledges that this MOA is funded. in whole or in part. by federal funds (CFDA 84.403A). The University warrants that it shall not. ith respect to this MOA. make or present any claim knowing such claim to be false. fictitious, or Fraudulent. The University acknowledges that making such a False. fictitious, or fraudulent claim is a federal offence. 27. FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES A Facsimile, electronic or digital signature on this Contract shall he deemed an original and binding upon the Parties hereto. ITHIS AREA IS INTENTIONALLY LEFT BLANKI 6 OPCMR General Contract No. _______ UVI Initials: G053DOET22 DocuSign Envelope ID: 8E27DA1 9-A6DE-4855-902D-E0999C5D2D7A OPCMR IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS c — Racquel 43crry-E3enjaniin. ioner Department of Education Anthon D. Thomas. Commissioner [)epartrnent of Property and Procurement Date UNIVERSITY OF THE VIRGIN ISLANDS 5/18/2022 Mindy Solivan. Director Office ol’ Sponsored Programs Date Department of Justice Approved for Legal Sufficiency Department of Justice Kenneth R. Case, Esq., MG 7 06/14/2022 Date Dale / General Contract No. VI Initials: 6/14/2022 G053DOET22