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p OPCMR AMENDMENT NO.2 OF PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT made as of the ______ day of , 2022 in the Territoty of the Virgin islands, by and between the Government of the Virgin Islands DEPARTMENT OF PROPERTY AND PROCUREMENT, on behalf of the Office of the Lieutenant Governor, Division of Banking, Insurance and Financial Regulation (hereinafter referred to as “Government”) and Bostick/Crawford ConsultinE Group, LLC whose address is 2417 Redfield, Piano, Texas 75025 (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. PO96LTGT2O approved by the Commissioner of the Department of Property and Procurement on September 15, 2020, and its Amendment No. 1, approved by the Commissioner ofthe Department ofProperty and Procurement on April 11,2022, (which constitute and are hereinafter referred to as the “Contract”), the Government contracted with Contractor to: (I) review financial analyses; (2) review financial examination work, including financial examination work for MAPFRE PRAICO Insurance Company (MAPFRE PRAICO) and MAPFRE Life Insurance Company of Puerto Rico (MAPFRE Life); and (3) provide financial analysis and Accreditation training for staff members; and WHEREAS, the Contract expires pursuant to its terms on September 15, 2024; and WHEREAS, the parties desire to amend the Contract to revise the Scope of Services in 1’ Amended Addendum I to include financial examination review work for Triple-S Salud, Inc. (Triple-S Salud) and Triple-S Vida, Inc. (Triple-S Vida), and to revise the Compensation in I Amended Addendum II to include a provision regarding the compensation for the financial examination review work for Triple-S Salud and Triple-S Vida; and NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Contract No. PO96LTGT2O [nitials: _____ 7th September Amendment No. P161LTGT22 OPCMR TERMS AND CONDITIONS I. SERVICES Paragraph No. 1 — Services is hereby amended to insert the 2nd Amended Addendum I by deleting all of the existing language contained therein and replacing it with new language as follows: The Contractor will provide the services described in 2td Amended Addendum I (2 Amended Scope of Services) attached hereto and made a part of this contract. 2. COMPENSATION Paragraph No. 3 — Compensation is hereby amended by deleting all ofthe existing language contained therein and replacing it with new language as follows: “The Government, in consideration of the satisfactory performance of the services described in 2’ Amended Addendum I (2Id Amended Scope of Services) agrees to pay Contractor the sum not to exceed Forty-Five Thousand Three Hundred Thirty-Two and 00/100 Dollars ($45,332.00) in accordance with the provisions set forth in 2d Amended Addendum II (2’ Amended Compensation) attached hereto and made a part of this Contract.” 3. Addenda I and II of the Contract are revised by deleting all of the terms contained therein and inserting in lieu thereof all of the terms contained in the new Addenda I and/or It attached hereto as Exhibit “A”. 4. This Amendment is subject to the approval of the Commissioner of the Department of Property and Procurement and to the appropriation and availability of funds. 5. Except as expressly amended in this Amendment, all terms ofthe Contract and Amendment No. I remain in full force and effect. 6. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. z Contract No. PO96LTGT2O Initials: Amendment No. P161LTGT22 IN WITNESS WHEREOF, the Parties have hereunto set their hands on the day and year first above written. WITNESSES •4 oL GOVERNMENT OF THE VIRGIN ISLANDS “Tregz ifRoach, E4 I Li1wtnant Governor/Commissioner of Insurance Office of the Lieutenant Governor Division of Banking, Insurance and Financial Regulation / (Date / Anthony D. Thomas, Commissioner Department of Property & Procurement CONTRACTOR (LN Robert Fields Drfrwford, Partner Bostick/Craw1d Consulting Group, LLC Date Auust 21, 2022 Date APPROVED AS TO LEGAL SUFFIC C DEPARTMENT OF JUSTICE BY: 9/7/2022 PURCHASE ORDER NO. 3 Initials: _____ OPCMR Contract No. PO96LTGT2O 9/7/2022 Amendment No. P161LTGT22 OPCMR CON IRACI FOR PROFESS1ONAI SERVICES THIS AGREEMENT is made this 15th day of September, 20 20, in the Territory olthc Virgin Islands, by and between the Government of the Virgin Islands, Department oIPropcrty and Procurcmcnt, on behalf of the Office of the Lieutenant Governor, Division of Banking, Insurance and Financial Regulation (hereinafter referred to as ‘Government”) and BosiicklCrawford Consulting Group, LLC (hereinaIer referred to as ‘Contractor”). WIThESSK1’H: .% HERKAS, the Government is in need of the services ofa Contractor to review linancial analyses, assist with examination work, and provide training For staff members, which duties and responsibilities arc more particularly described in Addendum I (Scopc of Services) attached hereto; and WHEREAS, the Govcrnment solicited the services tinder REP No. RFP-028T-2O2O (P); and WHEREAS, the Contractor rcprcscnts that it is willing and capable of providing such SCI\ ices; 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 vill provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon the date of execution of this Contract by the Commissioner of the Department of Property and Procurement and shall temlinate two (2) years thereafter. The Government in its sole discretion, shall have the option to renew this Contract for a period of one (I) additional 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 performance of the services described in Addendum I (Scope of Services), agrees to pay Contractor u sum not to exceed I WLNI Y.SIX THOUSAND ONE hUNDRED ThIRTY-TWO AND 00 100 DOLLARS (S26,13200) in RFP No. RFP-02R-T-2I20 (f’) (‘oniraeior’s Iwliats LonIr,ict No. PO96LTGT2O 1 I I — OPCMR accordance with the pros isions set forth in Addendum I I (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 (0 pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authori7ed in wriing, in advance, by (he Government. These costs shall be 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 FOUR THOUSAND THREE I IUNDRED SFVI’N [V-TWO AND 00 1001)01 IARS ($4,372.00). 5. RECORDS The Contractor when applicable, will present documented precise records of time andlor money expended under this Contract 6. PROIESS1ONA1. SI’ ANI)ARDS The Contractor agrees o ulaintain the professional standards applicable to its profession and to consultants doing business in the United Stutes Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. All doatiineiits, books, records, instructional materials, programs, printouts and rnemoran1a 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 Gus emment. 8. LiABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the Government to persons, linus, associations, or corporations engaged by Contractor as servants, agents, or independent cornracors, or in any other capacity whatsoever, or make Government liable to an 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. RrPNo RFP-028.T-2020 (P1 Contract No PO96LTGT2O (outctor Iflhl lak: OI’CMR 9. ASSIGNMNT The Contractor shall not subcontract or assign any part oIthe scrs ices under this Contract without the prior written consent of the Government. tO. INIWMNIFICAUON Contractor agrees to indemnity, defend and hold hamiless Government from and against any and all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (including attomc3 ‘s fees) and causcs of action of whatsoever charactcr which Government may incur, sustain or be subjcctcd 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 Govenirnent. II. INDEPKNIWN’l’ CONIKAC’IOR The Contractor shalt perform 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 b> the laws of the United States Virgin Islands and jurisdiction shot) remain in the United States Virgin Islands 13. WAIVERS AND AME4DME4TS No waiver, modification or amendment of any term, condition, or provision of this Contract shall be valid or orany force or effect unless made in writing, signed by the parties hereto or their duly authorited 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 hahl 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 be strictly limited and restricted to the extent atid occasion specified in such signed writing or writings. 14. ENTIRE AGREEI’vIENT 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 molter addressed in this agreement, whether written or oral RfP o RlP.OZ8i.929 fP) (onhractor’s Inilmis (untrut No P096LT1 20 OPCMR 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 Governmcni 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 Govemmeni that such claims will be paid by Contractor or its insurance carrier, if applicable in the event that such contest is not successful. 16. CONDI’I ION PRlCEI)EN’l’ This Contract shall be subject to the availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 17. TERMINATION WLlier party will have the right to terminate this Contract with or without cause on I HIR I Y (30) days written notice to the other party specifying the date of termination. 18. PAH’iIAL TKRM I NAtION I he performance of work under this Contract may be terminated by the Government, in part, whenever the Government shall deem such termination advisable by providing ‘1H I RTY (30) days written notice to the Contractor. ‘ihis partial lennination shall be effected by delivering to the Contractor a Notice of Partial Tennination specifying the extent to which the tenn and or duties tinder this Contract are termninmued and the date tipun which such termination becomes effective. Ike Contractor shall be entitled to receive payment for services provided to the date of termination, including payment for the period of the THIR IV (30) day notice. 19. NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds of or be subject to discrimination in the perfornmiice of this Contract on account of race, creed, color, sex, religion, disability or national origin. 4 RI’[’ No RFP-028-T-2020 () (‘ommitmctor’ Initials: Contract No PO96LTGT2O OPCMR 20. CON FL IC’l OF lN1’lREST (a) Contractor covenants that it has no intcrcst and will not acquire any interest direct or indircct, which would contlici in any manner or degree with the performance of scrviccs rcquircd to be pcrlorincd undcr this Contract. (b) Contractor Further covenants that ft 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 olthc legislative, CXCCLitIVC orhidicial branch of the Government or an agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, Ice or contractual basis); or a territorial officer ør employee and, as such, lias (i) familiarized itsclfwith the provisions of Title 3, Chapter 37 of the Vimgm 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. fOT1CE Any notice required to be given by the Terms othis Contract shall be deemed to have been given when the caine is sent by certified road, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Trceiita A. Roach, Esq. icutenant GovcniorCommissioncr of Insurance Division of Banking, Insurance and Financial Regulation Office of the Lieutenant Governor 5049 Koiigens Gade St. Thomas, Virgin Islands 00802 RlP No. RFP-Q28- 1-2020 (P1 (‘onmrncmor’s initials (oniraci o PO96LTGT2O OPCMR COFRACI’OR Bob Crawford Partner BostickCrawford Consulting Group, 1.1 C 2417 Redfield Piano, Texas 75025 22. LICENSURE I he Contractor covenants that it has: (a) obtained all o the applicable licenses or pennits, permanent, temporary or otherwise as required by litle 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 and II attached hereto are a part of ihis Contract and are incorporated herein by reference. 24. DKBARMFNl CKR I IFICA I ION 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. ilie Contractor shall include this provision in each of its subconiracs hereunder and shall furnish its subcontractors with the current “lIS[ OF PAR III’S EXCLUDFI) FROM PhI)lRAI. IROCURIMFN I OR NON PROCURFMFN I”. 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 perfonned under this contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgii Islands for any progress payments heretofore made. 25. FALSE CLAIMS Contractor warrants that ii shall not, with respect to this Contract, make or present any claim upon or against the Government ot the Virgin Islands, or any ofticer departmeiit, board, commission, or other agency thereof. knowing such claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, ficdtious or fraudulent claim is an offence under Virgin Islands law. (I (mtracor’s Initiak: RFPNo. RFP-028-T-2020 (P1 Contraci No PO96LTGT2O 1WWFd OPCMR 26. NO’IICK OF FIlWkAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds. Contractor warrams that it shall not, with respect to this Contract, make or present any claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowlcdgcs that making such a false, fictitious, or fraudulcnt claim is a federal offence 27, INSURANCE Contractor shall maintain the following insurance coeragcs during the term of this Contract (a) COMMIRCIAL GENERAL LIAL3JLITY: Lommercial general liability insurance, in a lorni 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 olthc Virgin Islands as the certificate holder and additional insured via an endorsement. (b) PROFESSIONAl I IAHII I fl’: Professional hability insurance, in a ftrn 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. I lie Government shall be listed thereon as a certificate holder. IN WITNESS WI IEREOF, the parties have hereunto set their hands on the day and year first above written. 27A / / ,-‘ t1/ f ‘L/ ID 9/15/2020 /) —. Anthony’ Thomna’,, Commnissioiier Date 2 - Department of Property and Procurement RIP No. RFI’-028- I -20201P Conu,eior’s Iml,a1s:t ‘o PO96LTGT2O Commissioner of Office of the Lieutenant Governor Division of Banking. Insurance and Financial Regulation CO.PL’IRACTOR (&€ I. BostickCrawford Consulting Group, LI C kobert Fields Cra4d, Partner 2. OPCMR CLRTIF1CATEOF APPROVAL I hereby certify that this is a true and exact copy of Contract No. PO96LTGT2O entered into between the I)epartment of Properly and Procurement and Bostick/Crawiord Consulting Group, LLC. Anthony 0. Thomas, Commissioner I)epartmeni of Property and Procurement (onciors Initiak. /2-7/i’o Date / APPROVED AS TO LEGAL SUFF19tCYj L DEPARTMENTOFJUSTICF IY: 44rJ 9/15/2020 PURCHASE ORDER NO. Rp No. RFP-028-T-2020 (P1 (‘oninwi No. PO96LTGT2O OPCMR AMENDMENT NO. I OF PROFESSIONAL SERVICES CONTRACT NO. PO96LTGT2O THIS AMENDMENT made as of the 11th day of April , 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 Office of the Lieutenant Governor, Division of Banking, Insurance and Financial Regulation (hereinafter referred to as “Government”) and Bostick/Crawiord Consulting Group, LLC whose address is 2417 Redfield, Piano, Texas 75025 (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 PO96LTGT2O approved by the Commissioner of Property and Procurement on September 15, 2020, (which constitutes and is hereinafter referred to as the “Contract”), the Government contracted with Contractor to: (I) review financial analyses, (2) review financial examination work, and (3) provide financial analysis and Accreditation training for staff members, and WHEREAS, Lhe Contract expires pursuant to its terms on September 15, 2022; and WHEREAS, the parties desire to amend the Contract, to extend its term by two (2) years, to change the Scope of Services in Addendum I to include financial examination review work for MAPFRE PRAICO Insurance Company (MAPFRE PRAICO) and MAPFRE Life Insurance Company of Puerto Rico (MAPFRE Life), and to increase the compensation stated in Addendum (I by Nineteen Thousand Two Hundred and 00/100 Dollars ($19,200.00), and 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 I. SERVICES Paragraph No I Services is hereby amended to insert the I” Amended Addendum 1 by deleting all of the existing language contained therein and replacing it with new language as follows: The Contractor will provide the services described in 1” Amended Addendum I (liLt Amended Scope of Services) attached hereto and made a part of this contract. Contract No. PO96LTGT2O Iniiials: _____ Amended No.: PO86LTGT22 IN WITNESS WHEREOF) the Parties have hereunto set their hands on the day and year first above written Anthon(iY Thomas. Commissioner Department of Property & Procurement CONTRACTOR 4/11/2022 Date Robert Fields Craford. P ncr Bostick/Craford Consulting Group. LLC Date APPROVED AS TO LEGAL SUFFI DEPARTMENT OF JUSTICE BY ssis ant ttorneyGerat PURCHASE ORDER NO 4/11/2022 Contract No. PO96LTGT2O Amended No.: PO86LTGT22 fiutIaIsi OPCMR OF THE VIRGIN ISLANDS tc4*qtnan1Govemor!Conmissioncr of Insurance Office of the Lieutenant Governor Division of Banking, Insurance and Financial Regulation