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DocuSign Envelope ID: B298A8AE-6C9E-4A66-9249-23F42CF16DA4 MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT (“MOA”) is made this day of _______,2020, in the Territoiy 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, pursuant to 17 V.IC. §454(b) shall provide instruction, conduct research and disseminate knowledge in the liberal arts and sciences and such other branches of advanced learning; and WHEREAS, VIDE recognized the critical need to improve the overall performance of Virgin Islands’ public-school teachers, paraprofessionals, administrators, and other employees operating in service support roles by providing more academic preparations and continuous professional development; and WHEREAS, the VIDE through its State Office of Special Education (“SOSE”) requires the services of the University to provide professional development courses, the postbaccalaureate Special Education certification Program to teachers and paraprofessionals in acquiring the professional and pedagogical knowledge, skill, and disposition required to teach students with disabilities; and WHEREAS, the University, an instrumentality of the Government of the United States Virgin Islands was selected to provide the services pursuant to 31 V.I.C. 239(a)(8); 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: I. SERVICES (DS H UVI OPCMR General Contract No. 11th August G054DOET20 DocuSign Envelope 10 1 E82CF4E-67D1 -43D4-94C586D2489C3C67 OPU MR The University 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 This M()A shall he effective upon the date of execution of this MOA by the Commissioner of the Department of Property and Procurement and shall terminate on August 15, 2021. The Government in its sole discretion, shall have the option to renew this MOA for a period of one (1) additional year subject to the same terms noted herein, by providing the University 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 the University a sum not to exceed One Hundred Thirty-One Thousand, One Hundred Fifty-Five Dollars and Zero Cents ($131,155.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of’ this MOA. 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 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 i’ccorcls of time and/or money expended under this Contract. 6. PROFESSIONAL STANI)ARDS 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, hooks, records. instructional materials, programs, printouts and memoranda of every description derived therefl’om 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 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 Universit’ or by any other person or entity except upon the written permission of the Government. C” 2 General Contract No, UVI Initials: G054DOET20 DocuSign Envelope ID: 1 E82CF4E-67D1 -43D4-94C5-B6D2489C3C67 S. LIABILITY OF OThERS Nothing in this MOA shall he construed to impose any liability upon the Government to persons, flims, associations, or corporations engaged by the University as servants, agents, or independent contractors, or in any other capacity whatsoever, or make Government liable to any such persons. tinns associations, or corporations for the acts, omissions, liabilities, obligations and taxes of the University of whatsoever nature. including but 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 ot the Government. 10. INDEMNIFICATION 1’o the extent permitted by law, the (Jnivcrsity agrees to indemnify, defend and hold hamiless Government from and against any and all loss, damage, liability, claims, demands, detriments, cost. charges and expensc(including attorney’s fees) and causes ofaci.ion ofwhatsoever character which Government may incur, sustain om’ he subjected to, arising out of oi’ in any way connected to the services to be performed by the University tinder this MOA and arising horn any cause, except he sole negligence olGovernment. 11. INEEPENPENT CONTRACTOR The University shall perform this MOA as an independent contractor, and nothing herein contained shall he construed to be inconsistent with this relationship or status. 12. GOVERNING LAW This MOA shall begovernecl 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 MOA shall be valid or of any three or effect unless made in writing, signed by the parties hereto or their duly authorized representatives, and speci lying with particularity the nature and extent ofsuch waiver, modilication or amendment. Any such waiver, modification or amendment in any instance or instances shall in no event be construed to be a general waiver, modiflcation 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. 14. ENTIRE AGREEMENT This MOA constitutes the entire agreement of the parties relating to the subject matter addres 3 General Contract No. UVI Initials: “..__ OPCMR G054DOET20 DocuSign Envelope ID: 1 E82CF4E-67D1 43D4-94C5-B6D2489C3C67 OPCMR 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. RIGHTTOWITI-I[IOLD If work tinder this MOA is not performed in accordance with the terms hereot Government will have the right to withhold out of any payment due to the University such SUS 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. No such withholding or application shall be macic by Government ifand while the University gives satisfactory assurance to Govermnent that such claims will be paid by Contractor or its insurance carrier, if applicable in the event that such contest is not successful. 16. CONDITION PRECEDENT This MOA shall be subject to the availability and appropriation of funds and to the approval ol the Commissioner of the I )epartment of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on thirty (30) days written notice to tile other party’ specifying tile date ol termination. 18. PARTIAL TERMINATION 1 he performance of work under this MOA may be terminated by the Government. in part, whenever the Government shall deem such termination advisable by providing thirty’ (30) days written notice to tile University. This partial termination shall be effected by delivering to tile University a Notice of Partial ‘l’ermination 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 tile thirty (30) day notice. 19, 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 MOA on account of race, creed, color, sex, religion, disability or national origin. 20. CONFLICT OF INTEREST -DS 4 - ______ UVI Initials. General Contract No. ______ G054DOET20 DocuSign Envelope ID: 1 E82CF4E-6701 -43D4-94C5-86D2489C3C67 ‘l’be University 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 be performed under this MOA. 21. NOTICE Any notice required to be given by the Terms of this MOA shall be deemed to have been given when the same is sent by certified mail, postage pi-epaid 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 U.S. Virgin Islands 00802 Racquel Berry-Benjamin. Comiyui ssioner [)epartment of’ Education 1834 Kongens Gade St. Thomas, U.S. Virgin Islands 00802 Mindy Solivan. Director Oftice of Sponsored Programs University of the Virgin Islands No.2 John Brewer’s Bay St. ‘l’homas, U.S. Virgin Islands 00802 22. LICENSURE 1’he University covenants that it has: (c) obtained all of the applicable licenses or permits, permanent. temporary or otherwise as required by Title 27 of the Virgin Islands Code; and (d) familiarized itself’ with the applicable provisions of’litle 27 of the Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISiONS Addenda I, II, and Attachment A attached hereto are a part of this MOA and are incorporated herein by reference. 24. DEBARMENT CERTIFICATION OS UVI Initials: OPCMR General Contract No. G054DOET20 DocuSign I±nvelope ID: 1 E82CF4E-67D 1 -43D4-94C5-B6D2489C3C67 OPCMR 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 subcontracts hereunder and shall ftirnish 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 University or subcontractor agrees that it shall not be entitled to payment for any work perfr)rmed 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. 24. FALSE CLAIMS ‘I’he LInversitv 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 officer department, hoard, commission. or other agency thereof, knowing such claims to be lilse, fictitious or fraudulent. The University acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. 25. NOTICE OF FEDERAL FUNDING ‘l’he University acknowledges that this MOJ\ is funded, in whole or in part, by federal funds. ‘l’he University warrants that it shall not. with 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 l’edei’al offence. 26. FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. ITHIS AREA IS INTENTIONALLY LEFT BLANKI Os 6 UVI Initials”—- General Contract No. G054DOET20 DocuSign Envelope ID: 07282D7F-DD76-4EFB-9F57-BC83C218FD23 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. GOVERNMENT OF THE VIRGINISLANDS / - 7/2Z42 R cquel eiTy B njam Dat / Department of Education Anthony D. Thomas, Commissioner Department of Property and Procurement UNIVERSITY OF THE VIRGIN ISLANDS OocuSlgned by: Lhi.J.D. President DEPARTMENT OF JUSTICE Date (0S I- UVI lnitials.ç OPCMR OocuSi9ned by:oU 453AD6F0FB25.4F6. Approved for Legal Sufficiency 7/10/2020 Date _______________________ 8/11/2020 Date Assistant Attorney General 7 General Contract No. 8/11/2020 G054DOET20