OPCMR
AMENDMENT No 2 OF
PROFESSIONAL SERVICES CONTRACT
THIS AMENDMENT made as of the
______
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 HUMAN
SERVICES (hereinafter referred to as “Government”) and GAINWELL TECHNOLOGIES
LLC. formerly known as DXC MS LLC. whose address is 355 Ledgelawn Drive, Conway,
Arkansas 72034 (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. PO68DHSTI6 approved by the Governor on August
31, 2016 and its Amendment No. 1, PO38DHST21. approved by the Governor on December 30,
2020. (which constitute and are hereinafter referred to as the “Contract”). the Government
contracted x ith DXC MS LLC as Contractor to provide Information Technology Services
including
claims
processing
and
management
services
to
the
Governments
Medicaid
Management Information System: and
WHEREAS. the Contract expires pursuant to its terms on December 31, 2022: and
WHEREAS, the parties desire to amend the Contract to reflect that DXC MS LLC has changed
its name to Gainwell Technologies LLC.
WHEREAS, the amendment of the Contract pursuant to this Amendment 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
1.
The Contract is hereby amended, by changing all references to the Contractor as DXC
MS LLC to Gainwell Technologies LLC effective October 1, 2021.
2.
This Amendment is subject to the approval of theGovernor of the Virgin Islands and to
the appropriation and availability of funds.
Contract No.
Initials:
_____
1’,
.
.
.‘
.
)
/
I
I,
I
25th
July
P137DHST22
3.
Except as expressly amended in this Amendment, all terms of the Contract and
Amendment No. 1, remain in full force and effect.
4.
FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES
A facsimile, electronic or digital signature on this Contract shall be deemed an original and
binding upon the Parties hereto.
IN WITNESS WHEREOF, the Parties have hereunto set their hands on the day and year first
above written.
WITNESSES
GOVERNMENT OF THE VIRGIN ISLANDS
Kin4erley ausey-omez, ommiss ioner
Department of Human Services
05. 05.2022
Date
j.j,o_-,
I
b
AnthonThomas. Commissioner
Department of Property & Procurement
6/13/2022
Date
CONTRACTOR
C Q±
Stephen C.
ostalas, Corporate Secretary
and General Counsel
Gain\vell Technologies LLC
— 04/06/2022
Date
APPROVED:
Honorable Albert Bryan Jr.
GOVERNOR OF THE VIRGIN ISLANDS
Date:
APPROVED AS TO LEGAL SUFFICIENCY1
7
DEPARTMENT OF JUSTICE BY:
/L-C
%_—
Kenneth R. Case, Esq., AAG
PURCHASE ORDER NO.
Date 06/16/2022
Contract No.
I,
2
t
I-’
Initials:
________
OPCMR
P
)
/
P137DHST22
7-25-22
rH•)
AMENDMENT No. 1 OF
PROFESSIONAL SERVICES CONTRACT
THIS AMENDMENT made as of the 30th
day of December
, 20° 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 HUMAN
SERVICES (hereinafter referred to as “Government”) and DXC MS, LLC whose address is
1775 Tysons Blvd. Suite 900, Tysons VA 22102 (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. PO68DHST16 approved by the Governor on August
31, 2016 (hereinafter referred to as the “Contract”), the Government contracted with Contractor to
provide claims processing and management services, utilizing the MMKS system to support
the Government’s Medicaid Management Information System; and
WHEREAS, the Contract expires pursuant to its terms on December 31, 2022; and
WHEREAS, the parties desire to amend the Contract to reflect that Molina Information
Systems, LLC. (dlbfa Molina Medicaid Solutions) has changed its name to DXC MS. LLC.
WHEREAS, the amendment of the Contract pursuant to this Amendment 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 under said
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
I. The Contract is hereby amended, by changing the name ofthe Contractor to DXC MS.
LLC effective March 1,2019.
2.
This Amendment is subject to the approval of the Governor of the Virgin islands and to
the appropriation and availability of funds.
Contract No. PO38DHST2I
Lnitials
OPCMR
OPCMR
Molina Injbrmation Systera, LLC Name Change to DXC MS. LLC
Amendment No. I ofProfessional Service Contract #PO68DHSTI6
GYI Department ofHuman Services
3.
Except as expressly amended in this Amendment, all terms of the Contract remain in full
force and effect.
4.
FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES
A facsimile, electronic or digital signature on this Contract shall be deemed an original and
binding upon the Parties hereto.
Contraci No. PO38DHST21
2
IniIiai
Molina Information Systems, LLC Name Change to DXC MS. LLC
Amendment No. I ofProfessional Service Contract ØPO68DHST!6
G Vi Department ofHsiman Services
IN WITNESS WHEREOF, the Parties have hereunto set their hands on the day and year first
above written.
WITNESSES
GOVERNMENT OF THE VIRGIN ISLANDS
Kimberly
ausey-Gomez, Commissioner
Department of Human Services
gW1.b.
Anthon, Thomas, Commissioner
Department of Property & Procurement
12/1512020
Date
12/2112020
Date
CONTRACTOR
Peter Gray, Account General Manager (AGM)
DXC MS, LLC
1211512020
Date
APPROVED:
HonorabIe-Mb’ertDranJ\
GOVERNOR OF THE VIRGIN ISLANDS
Date:
APPROVED AS TO LEGAL SUFFIC
DEPARTMENT OF JUSTICE BY:
12/2812020
PURCHASE ORDER NO.
Assistant Atfrney General
3
1nitial/
I.
-
OPCMR
ContractNo. PO38DHST21
DocuSgn Envelope ID: 9EA0E831 -46CO-4D8B-8O2F-DED2E17E1 EFP
CONTRACT FOR PROFESSIONAL SERVICES
between
GOVERNMENT OF THE VIRGIN ISLANDS
DEPARTMENT OF PROPERTY AND PROCUREMENT
on behalf ofthe
DEPARTMENT OF HUMAN SERVICES
1303 Hospita’ Ground
Knud Hansen Complex, Building A
Charlotte Amalie, St. Thomas, VI 00802
and
MOLINA INFORMATION SYSTEMS, LLC
d/b/a
MOLINA MEDICAID SOLUTIONS
200 Oceangate Suite 100
Long Beach, California 90802
PO68DHST16
DocuSign Envelope ID: 9EA0E831-4300-408B-802F.DED2EI7E1EFF
Government ofthe Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 1
TABLE OF CONTENTS
TERMS AND CONDITIONS
3
1.
TERM
3
2.
SERVICES
4
3.
COMPENSATION
4
4.
GOVERNING LAW
4
5.
RECORDS, DOCUMENTS, PRINTOUTS, ETC
4
6.
PROFESSIONAL STANDARDS
6
7.
LICENSUREAND iRRM1TS
7
8.
LIABILITY OF OTHERS
7
9.
ASSIGNMENT
7
10.
INDEMNIFICATIO”
8
11.
INSURANCE AND 1.1 1ITATION OF CONTRACTOR’S LIABILITY
8
12.
INDEPtNDENTCO’TRACTOR
10
13.
DRUG FREE WORkPLACE ACT
10
14.
PRIVACY AND SECURITY STANDARDS
10
15.
INTELLECTUAL Ph PERTY WORKPRODUCr OWNERSHIP
11
16.
SECURITY AND Di\
TRANSFERS
12
17.
COMPUTING AND
)MMUNICATION
13
i8.
CONTRACTAPUBTIURECORD
13
19.
PUBLICINFORMAIIL)N
13
20.
INITIATION OF WORKUNDER THE CONTRACT
14
21.
CONTRACT AMENDMENTS
14
22.
CHANCES TO SCOP1 OF SERVICES
14
23.
ADDITIONS TO PERMANENT STAFF
15
24.
FORCE MAJEURE
15
25.
SUBCO.NTRACrS
15
26.
TERMINATION
16
27.
NONDISCRIMINATION COMPLIANCE
19
28.
SMALL BUSINESS, MTNORITY-OWNED FIRMS, AND WOMAN’S BUSINESS
ENTERPRISES UTILIZATION
19
29.
WORKER’S COMPENSATION
19
30.
LOBBYING
19
P0
OH
DocuSign Envelope ID: 9EAOES31-4600-408B-802F-DED2E1 7E1 EFF
Government of the Virgin Islands Department of Human Services
Molma Information 3ystems, LLC 2016-2022
Page 2
31.
WAIVERS AND AMENDMENTS
19
32.
HEADINGS AND TiTLES AND SEVERABILI1Y
20
33.
ENTiRE AGREEMENT
20
34.
RIGHTTO WITHHOLD
20
35.
GOVERNMENT
21
36.
CONFL[CT OF INTEREST
21
37.
NO GIFTS OR GRATUITIES
22
38.
ALTERNATIVE DISPUTE RESOLUTION
22
39.
NOTICE
22
40.
FALSE ‘DLAIMS
23
41.
NOTICE OF FEDERAL FUNDING
23
42.
DEBARMENT CERTIFICATION
23
43.
PUBLICITY
24
44.
OTHER PROVISIONS
24
45.
CONFH)ENTLALITY
24
46.
PROVISION OF iNFORMATION AND ASSISTANCE
25
47.
DEFINITIONS OF TRANSACTIONS AND CLAIMS
25
ADDENDUM I
27
SCOPE OF SERVICES
27
ADDENDUM II
50
COMPENSATION
50
ADDENDUM III
52
BUSINESS ASSOCIATE AGREEMENT
52
ADDENDUM IV
Error! Bookmark not defined.
LICENSE AND MAINTENANCE
Error! Bookmark not defined.
PO68DHsT1
DocuSign Envelope ID; 9EA0E831 -4600-4D8B-802F-DED2E17E1 EFF
PROFESSIONAL SERVICES CONTRACT
[Molina Information Systems, LLC— Department of Human Services]
This Professional Services Contract (the “Agreement”) made as of the
day
of_______ 2016 in the Territory of the United States Virgin Islands, by and between the
Government
of
the
Virgin
Islands,
Department
of
Property
and
Procurement, on behalf of the DEPARTMENT OF HUMAN SERVICES 1303
Hospital Ground, Knud Hansen Complex, Building A, St. Thomas, U.S. Virgin Islands
00802,
(herei:aafter
referred
to
collectively
as
“Government”)
and
MOLINA
INFORMATION SYSTEMS, LLC. d/b/a MOLINA MEDICAID SOLUTIONS, a
Delaware limited liability company, 200 Oceangate Suite 100, Long Beach, California
90802 (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, the Government is in need of the ongoing services of the Contractor
to provide claims processing and management services to the Government under the
Original Agreement since October 5, 2012 utilizing the MMIS System of the Stal:e of West
Virginia’s Department of Health and Human Resources (“DHHR”);
WHEREAS, the Government desires to continue to receive claims processing and
management services from Contractor for a period that is coterminous with West
Viiinia’s Medicaid Program;
WHERE.S, the Government is entering into this Agreement on a sole source basis
to retain the services of Contractor;
Now the:efore, in consideration of their mutual covenants, and intending to be
1ega ly bound by this written instrument, the Government and Contractor agree to the
fo}kwing:
TERMS AND CONDITIONS
1
This Agreement shall be effective from September i, 2016 and shall terminate on
December 31, 2022. Subject to an equitable increase in the not-to-exceed amount set forth
in Section 3, th Government may, at its sole option, extend the Agreement for two (2)
additional one-year periods (thereafter the “Renewal Term”) by giving written notice to
the Contractor of such extension not less than ninety (90) days prior to the expiration of
the Initial Term (hereinafter “Renewal Term”) or Renewal Term, at the rate indicated in
DovSJgn.d by;
j) Q 68 D H S I I 6
ContLict No.
____________________
Contractor’s Initials:....
.4MIA59TO84BC
DocuSign Env&ope ID: 9EA0E831 -46C0-4D88-802F-DED2E17E1 EFF
Government of the VLrgin Isknds Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 4
the Terms of Compensation herein and/or any adjustments agreed to in writing by the
parties.
2. SERVICES
The Government acknowledges that the services provided by Contractor are to be
provided on systems owned or controlled by the State of West Virginia, U.S.A. (the
“Host”), and that to the extent that there is a conflict between the Host and the
Government regarding any aspect of the Services, Contractor is obligated to follow the
directions of the Host.
The Government agrees to have its project management and Medicaid team meet
regularly (at least quarterly) with the Host for purposes of managing the Services and
resolving disagreements between Government and Host.
Government shall cause its
project manager and at least two additional personnel familiar with the project to attend
project meetings. Contractor shall assist in facilitating such meetings and Cotractor’s
project manag& shall attend. Government agrees to involve qualified personnel in such
meetings and acknowledges that its failure to participate in such meetings may have
adverse effect on the Services provided by Contractor.
The Con:ractor will provide the services described in Addendum I Scope of
Services) attached hereto and made part of the Contract. The licenses necessary for the
provision of the Services are in detailed in Addendum IV (License and Maintenance)
3. COMPENSATION
Governn.ent, during the term of this contract and addendum in consideration of
the satisfactory performance of the services described in Addendum I (Scope of
Services), agrees to pay Contractor an amount not to exceed T’%TENTY-SIX MIlLION
FORTY-SIX THOUSAND SIX HUNDRED NINE and 00/100 DOLLARS
($26,046,609.00) in accordance with the provisions outlined in Addendum II
(Compensation) which is attached hereto and made part of this Contract.
4. GOVERNING LAW
This Agreement shall be construed in accordance with the laws ofthe United States
Virgin Islands.
5. RECORDS, DOCUMENTS, PRINTOUTS, ETC.
(a) The Contractor, when applicable, will present monthly invoices documented,
precise records of time and/or money expended under this Agreement. The Contractor
shall preserve all books and records directly related to the services provided under this
Agreement for at least five (5) years from date of each invoice.
ni5Ind by:
P0 68 0 H S 116
Contract No.
-
Contractor’s Initials:
DocuSign Envelope ID: 9EA0E831 -46)O-408B-802F-DED2E1 7E1 EFF
Government of the Virgin Islands Department of Human Services
Molina information Systems, LLC 201&-2022
Page 5
(b) Subject to Section 5(d), all documents, books, records, instructional materials,
programs, printouts and memoranda of every description derived therefrom specifically
and exclusively prepared for the Government by Contractor pursuant to this Agreement
shall become the property of the Government and shall be turned over to it at the
termination of this Agreement (“Work”). The above-described materials shall not be used
by Contractor cr by any other person or entity except upon the written permission of the
Government.
(c) This Agreement is subject to, and incorporates by reference, 45 CFR 75.322
governing rights to intangible property. Intangible property includes but is not limited
to: computer software; patents, inventions, formulae, processes, designs, patterns, trade
secrets, or knDw-how; copyrights and literary, musical, or artistic compositions;
trademarks, trade names, or brand names; franchises, licenses, or contracts; methods,
programs, systems, procedures, campaigns, surveys, studies, forecasts, estimates,
customer lists, or technical data; and other similar items provided that such items are
subject to 90% Federal matching funds (collectively, the “FFP IP”). The Contractor may
copyright anywork that is subject to copyright and was developed, or for which ownership
was purchased under this Agreement. The Contractor must deliver all FFP IP, including
but not limited to intellectual property, to the Government in a manner that ensures the
CMS obtains a royalty-free, non-exclusive, and irrevocable right to reproduce, publish, or
otherwise use the work for Federal purposes, and to authorize others to dc so.
The
Contractor is further subject to applicable regulations governing patents and inventions,
including those issued by the U.S. Department of Commerce at 37 CFR Part 401.
(d) Notwithstanding the foregoing or anything to the contrary set fori:h herein,
Contractor will retain all copyright, patent and other intellectual property rights in the
methodologies,
methods of analysis,
ideas,
concepts,
know-how,
models,
tools,
techniques, skills, knowledge and experience owned or possessed by Contractor before
the commencement of, or developed or acquired by Contractor during or after, the
performance of the Scope of Services and the foregoing shall not be deemed Work and
Contractor shall not be restricted in any way with respect thereto.
(e) In performance of this Agreement, the Contractor acknowledges that certain
government data to which the Contractor may have access may contain individual Federal
tax information personal protected health information and other individually identifiable
information protected by territorial or Federal law (“Government Data”). In addition to
the provisions of this Section, the Contractor shall execute the HIPAA Business Associate
Agreement incorporated into this Agreement and attached as Addendum III (Business
Associate AgreEmenV.
(0 Before receiving or controlling Government Data, the Contractor will have an
information security policy that protects its systems and processes and media that may
contain Government Data from internal and external security threats and Government
Data from unauthorized disclosure. No Government Data will be stored, accessed from,
or transferred to any location outside the United States. For these purposes, the term
“United States” includes the territory of the U.S. Virgin Islands.
DocuS)n.d by:
NdLs
ContractWo.
-
Contractor’s Inrnals
DocuSign Envelope ID: 9EAOEB31 -46C0-4D8B-802F-DED2E1 7E1 EFF
Government of the Vtrgin 1sands Department of Human Services
Molina Information Systems. LLC 2016-2022
Page 6
(g) The Contractor represents and warrants that, before receiving or controlling
Government Data, it will have implemented and it shall maintain during the Term
industry-standard
administrative,
technical,
and
physical
safeguards
reasonably
designed to (i) maintain the security and confidentiality of Government Data; (ii) protect
against any anticipated security threats or hazards to the security or integrity of the
Government Data; and (iii) protect against unauthorized access to or use of Government
Data. Such measures include, as applicable: (i) access controls on information systems,
including controls to authenticate and permit access to Government Data only to
authorized individuals and controls to prevent the Contractor employees from providing
Government Data to unauthorized individuals who may seek to obtain this information
(whether through fraudulent means or otherwise);
(2) industry-standard, firewall
protection; () encryption of electronic Government Data while in transit from the
Contractor networks to external networks; (a.) industry- standard measures to store in a
secure fashion all Government Data; () dual control procedures, segregation of duties,
and pre-employment criminal background checks for employees with responsibilities for
or access to Gvemment Data; (6) industry-standard measures to ensure that the
Government Data shall not be altered or corrupted without the prior written consent of
the Governmen’c; (7) industry-standard measures to protect against destruction, loss or
damage of Government Data due to potential environmental hazards, such as fire and
water damage; (8) stafftraining to implement the information security measures; and (9)
monitoring of the security of any portions of the Contractor systems that are used in the
provision of the services against intrusion on a twenty-four (24) hour a day basis.
Notwithstanding anything in this paragraph to the contrary, Contractor’s compliance
with corresponcing West Virginia requirements shall be deemed to meet the Co:atractor’s
obligations set fDrth in this paragraph.
6. PROFESSI ONAL STANDARDS
The Con:ractor agrees to maintain the professional standards applicable to its
profession and to consultants doing business in the United States Virgin Isla.ids. The
personnel the Contractor assigns to perform the services shall be properly trained and
qualified for services they are to perform.
No costs or expenses of the Contractor
associated with replacement or training of personnel shall be passed to the Government.
Any unavailability of the Contractor personnel, discontinuity in the Contractor’s project
team or other Contractor personnel-related cause will not excuse the Contractor’s failure
to perform as specified in this Agreement.
The Contractor agrees that personnel
identified as staff in Addendum I shall participate in the delivery of the services in the
capacity indicated and the Contractor shall use commercially reasonable efforts to ensure
that each of the Key Personnel stays assigned to the performance of the services until
completed and that other assignments will not impair the ability of any Key Personnel to
perform such services.
Each party shall assign qualified project managers to act as primary interface in
managing the project. Each project manager shall have sufficient authority to authorize
changes to the projects.
OeuSgned l
P068 0 H S T 16
Contract No.
_____
Contractor’s Initials: -
DocuSign Env&ope ID: 9EA0E831 -4600-4D8B-802F-DED2EI 7E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 7
The Contractor will obtain a written confidentiality agreement from each
subcontractor (i any) engaged to perform services under the Scope of Services before that
subcontractor provides service. No subcontracting will release the Contractor from its
responsibility for its obligations under this Agreement.
The Contractor will be
responsible for the work and activities of each of its subcontractors, including compliance
with the terms of this Agreement and for all payments to its subcontractors.
7. UCENSURE AND PERMITS
The Con1:ractor covenants that it has familiarized itself with the applicable
provisions of Title 27 of the Virgin Islands Code pertaining to professions and
uccupations, and has obtained all of the applicable licenses or permits, temporary or
utherwise, as may be required under said statute(s) for the conduct of the Contractor’s
business in the United States Virgin Islands.
The ConI:ractor shall use commercially reasonable efforts to ensure that the
Services are at all times in compliance with applicable federal and territorial regulations.
‘Co the extent such regulations change, Contractor shall provide a written change order to
the Governmen:, with applicable fees, and shall commence such work only after the
Government’s approval. The Government acknowledges and understands that delays in
the Government’s response may lead to out of compliance situation that the Contractor
shall not be liable for. To the extent that the Government receives a fine assessrr.ent from
a federal regulator based upon errors or omissions caused by Contractor (except those
caused by the Government’s approval delays), such fine assessments shall be the
responsibility of Contractor.
8. LIABIUTY OF OTHERS
Nothing n this Agreement 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 srvants, agents or independent contractors.
In no event shall either party be liable to the other party for indirect, incidental or
consequential damages, unless such damages were caused by the gross negligence or
willful misconduct of the liable party.
9. ASSIGNMENT
The Contractor shall not subcontract or assign any part of the services under this
Agreement without the prior written consent of the Government, which consent shall not
be unreasonably withheld.
OociS)g’.d by;
Id4S
Contract No. f) Q
Q
V fl
I
Contractor’s Initials:
DocuSign Envelope ID: 9EA0E831 -46)O-4D8B-8O2F-DED2E1 7E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 8
10.
INDEMNIFICATION
Each party agrees to indemnify, defend and hold harmless the other party from
and against any and all loss, damage, liability, claims, demands, detriments, cost, charges
and expense (including reasonable attorney’s fees) and causes of action of whatsoever
character which such other party may incur, sustain or be subjected to, direcily arising
out of an act or omission constituting gross negligence or willful misconduct of
indemnifying p arty in its performance under this Agreement, except to the extent of the
negligence or wrongful act of the indemnified party.
11. INSURANCE AND LIMITATION OF CONTRACTOR’S LIABILITY
EXCEPT
AS
EXPRESSLY
PROVIDED
IN
OTHER
SECTIONS
OF
THIS
AGREEMENT,
CONTRACTOR
MAKES
NO
EXPRESS
OR
IMPLIED
REPRESENTATIONS
OR WARRANTIES WITH
RESPECT TO
THE
SERVICES,
DELWERABLES
OR
INTELLECTUAL
PROPERTY
OR
THEIR
CONDITION,
MERCHANTAUILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY THE
GOVERNMENT.
NOTWITHSTANDING
ANY
OTHER
PROVISION
OF
THIS
AGREEMENT, CONTRACTOR SHALL NOT BE LIABLE FOR ANY: (i) SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING
LOSS OF PROFITS, ARISING FROM OR RELATED TO THE BREACH OF THIS
AGREEMENT ‘DR THE OPERATION OR USE OF THE SYSTEM OR ANY SERVICES
RENDERED
BY
CONTRACTOR,
INCLUDING
SUCH
DAMAGES,
WITHOUT
LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING,
LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER
BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST THE GOVERNMENT
BY ANY THIRD PERSON, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES (REGARDLESS OF THEIR
NATURE) FOR ANY DELAY OR FAILURE BY CONTRACTOR TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND ITS
REASONABLE CONTROL. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THE AGGREGATE LIABILITY OF CONTRACTOR, ITS AFFILIATES
AND ANY OFFICER, DIRECTOR OR EMPLOYEE OF CONTRACTOR AND ITS
AFFILIATES
(“CONTRACTOR
PARTIES”)
UNDER
THIS
AGREEMENT
TO
GOVERNMENT AND ANY OFFICIAL, OFFICER, DIRECTOR OR EMPLOYEE OF
GOVERNMENT FORANY AND ALL LOSSES ARISING OUT OF OR RELATING TO THE
PROVISION OF ANY SERVICES UNDER THIS AGREEMENT BY ANY OF THE
CONTRACTOR PARTIES, WHETHER UNDER CONTRACT LAW, TORT LAW OR
OTHERWISE, SHALL NOT BE GREATER THAN ONE AND A HALF TIMES THE
COMPENSATION FOR THE SERVICES GIVING RISE TO SUCH LOSS. CONThACTOR
SHALL HAVE NO LIABILITY FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY
(OTHER THAN ITS SUBCONTRACTORS).
For purposes of this Agreement “Loss”
means damages, claims, liabilities, losses, awards, judgments, penalties, third party
claims, interest, costs and expenses, including reasonable attorneys’ fees, whether arising
under any legal theory including, but not limited to claims sounding in tort (sich as for
negligence, misrepresentation or otherwise), contract (whether express or implied), by
DcuSgn.d by:
In,.’
Contract No.P (j
C 0 U H S T
I 6
Contractor’s Initials:
DocuSign Envelope ID: 9EA0E831 -46)0-4D8B-8O2FDED2E17E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 9
statute, or othetwise, claims seeking any kind of damages and claims seeking to apply any
standard of liability such as negligence, statutory violation or otherwise. For the
avoidance of doubt, multiple claims arising out of or based upon the same act, error or
omission, or series of continuous, interrelated or repeated acts, errors or omissions shall
be considered a single Loss.
Contractor shall include the Government of the United States Virgin Islands and
its officers and employees as an additional insured under the Commercial General
Liability (CGL) with respect to its vicarious liability arising from Contractor’s provision of
services pursuant to this Agreement. Contractor is responsible for any and all deductibles
stated in the policies. Insurance will be maintained at all times during the performance
of the Agreement.
Insurance coverage, except professional liability, will be issued by
insurance companies authorized by applicable law to conduct business in the territory of
the United States Virgin Islands. The professional liability insurer provides Eirst party
coverage for Contractor at its place of domicile and it is licensed by the State of California,
and Contractor shall list the Government as an additional insured on said policy.
In additon to the insurance required above, Contractor agrees to procure and
maintain Professional liability insurancefor any and all services performed
under this Agreement, with a coverage limit of$2,000,000 per claim.
A. OTHER INSURANCE
The Con tractor must obtain, pay for, and keep in force the following minimum
insurance coverage and shall furnish a certificate to the Government evidencing that such
insurance is in effect:
(i) Commeriial general liability policy (“CGL”) to insure contractual liability, personal
injury, personal and advertising liability. Contractor will provide a waiver of subrogation
for coverage afforded to the additional insured with respect to claims arising solely from
Contractor’s provision of services pursuant to the Agreement excluding the Government’s
negligence, wilFul misconduct or recklessness;
(2) Automobile Liability insurance coverage for owned, hired and non-owned vehicles
has limits of liability of $2,000,000 combined single limit per accident for bodily injury
and property damage;
It shall be the responsibility of the Contractor to require any subcomractor to
secure the same insurance coverage as prescribed herein for the Contractor, and to
furnish to the Government a certificate or certificates evidencing that such insurance is in
effect.
Evidence of insurability under these provisions shall be directed to the
Government. All such coverage shall remain in full force and effect during the Term.
The insurance specified above will be carried until all services required to be
performed under the terms of this Agreement are completed. Failure to carry or keep
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Government of the virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page io
such insurance in force will constitute a violation of the Agreement, and Government
maintains the right to stop work until proper evidence of insurance is provided.
Contractor shall endeavor to provide at least thirty (30) calendar days prior written
notice to Government in the event coverage is canceled, or non-renewed.
The parties hereto expressly understand and agree that any insurance coverage
and limits furnished by Contractor will in no way expand or limit contractor’s liabilities
and responsibilities specified within the contract documents or by applicable law.
12.
INDEPENDENT CONTRACTOR
The Contractor shall perform this Agreement as an independent contractor and
nothing herein contained shall be construed to be inconsistent with this relationship or
status.
The Contractor will act in an independent capacity and not as an officer or
employee of th Government of the U. S. Virgin Islands.
13.DRUG FREE WORKPLACE ACT
The Con::ractor will assure a drug-free workplace in accordance with 2 CFR Part
382.
14. PRIVACY AND SECURITY STANDARDS
A. PROTECTED HEALTH INFORMATION
The Cor.tractor shall maintain the privacy and security of all individually
identifiable heaith information acquired by or provided to it as a part of the performance
of this Agreement and in accordance with Addendum III (Business Associate
Agreement). The Contractor shall follow Federal laws relating to privacy and security of
individually ideatifiable health information as applicable, including the Health )nsurance
Portability and Accountability Act (“HIPAA”) and regulations thereunder.
B.
SUBSTANCE ABUSE TREATMENT INFORMATION
The conf dentiality of any alcohol and drug abuse treatment information acquired
by or provided to the Contractor or subcontractor shall be maintained in compliance with
Federal laws or regulations and specifically set out in 42 CFR Part 2.
Docu3IflIdj
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Contract No.
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Contractors Initials: j.
DocuSign Envelope D: 9EAOE831-46(O-4D8B8O2FOED2E17E1EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
l’age ii
C. OTHER CONFIDENTIAL INFORMATION
The Contractor agrees to comply with the requirements of Government concerning
access to Government confidential information as set forth in advance and in writing. The
Contractor agr€es to comply with any applicable territorial statute, and any applicable
Medicaid confidentiality regulations, as well as the Business Associate Agrc ement in
Addendum III that is incorporated into this Agreement. The Contractor shall ensure
that all of its employees and subcontractors performing services under this Agreement
understand the sensitive nature ofthe confidential information that they may have access
to and Contractor shall require such employees and subcontractors to comply with the
obligations hereunder regarding the information’s confidential and non- public, nature.
D. SOCIAL SECURITY NUMBERS
The Contractor agrees to comply with all applicable Federal arid territorial statutes
to assure protection and security of personal information, including protection from
identity theft.
15. INTELLECTUAL PROPERTY WORK PRODUCT OWNERSHIP
All data, technical information, materials first gathered, originated, developed,
)repared, or obtained as a condition of this Agreement and used in the performance of
this Agreement, including, but not limited to all reports, surveys, plans, charts, )iterature,
lirochures, mailings, recordings (video or audio), pictures, drawings, analyses, graphic
representations, software computer programs and accompanying documentation and
printouts, notes and memoranda, written procedures and documents, which are prepared
tor or obtained specifically and exclusively for Government by Contractor under this
Agreement, shall be considered “work for hire” and remain the property of the
Government of the United States Virgin Islands, regardless of the state of completion,
i inless otherwise specified in this Agreement (“Work Product”). Such items shall be
delivered to the Government upon 30 days’ notice by the Government.
The Contractor shall not sell or copyright a Work Product without explicit
permission from the Government and CMS.
Nothing tierein shall entitle the Government to pre-existing Contractor’s materials.
Notwithstanding anything to the contrary in the Agreement, Contractor shall retain all
patent, copyright and other intellectual property rights in the methodologies, methods of
analysis, ideas, concepts, know-how, models, tools, techniques, skills, knowledge and
experience (collectively, “Intellectual Property”) owned or possessed by Contractor before
the commencement of, or acquired by Contractor during or after, the performance of the
Services. Unless Contractor provides its prior written consent, Government will not use,
or disclose to any third party, Contractor’s advice or Intellectual Property other than as
mutually contemplated by the parties when Contractor first was retained to provide such
advice or Intellectual Property or as required by law.
Do!ne by:
Contract No.
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Contractor’s Initials: L
DocuSign Envelope ID: 9EA0E831-4€iOO-4D88-802F-DED2E17EI EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 12
Except as expressly set forth herein, noting in this Contract is indented or will be
construed to confer upon or to give to any third party any rights or remedies by virtue
hereof.
16. SECURITY AND DATA TRANSFERS
The Government of the U.S. Virgin Islands shall work with the Contractor to
ensure compliance with all applicable territorial, CMS and DHS policies and standards,
especially those related to privacy and security, as mutually agreed. The Government will
advise the Contractor of any new policies, procedures, or protocols developed during the
Term in writing as they are issued (“New Protocols”) and will work with the Contractor to
mutually implement any required changes to this Agreement, including amendments, to
implement the same. However, Contractor is not obligated to comply with New Protocols
to the extent (i) Contractor would incur any costs or (ii) any New Protocol is incompatible
or inconsistent with Contractor’s operational systems and framework or applicable laws.
Contractor agrees that to the extent it is unable to comply with any aspect of the New
Protocols, it shall notify the Government, and the parties shall work together to try to
resolve such dispute expeditiously.
The Contractor will be responsible for the physical and data security associated
with computer equipment, including desktops, notebooks, and other portable devices,
used in connection with this Agreement.
The Contractor will use commercially
reasonable effo ts to ensure that any media or mechanism used to store or transfer data
to or from the territory includes industry standard security mechanisms such as
continually upto-date maiware protection and encryption of portable devices and
removable media. The Contractor will make reasonable efforts to ensure media or data
files transferred to the territory are virus and spyware free.
At the conclusion of this
Agreement and after successful delivery of any and all data connected with this
Agreement (“Data”) to the Government, the Contractor shall securely delete data
(including archival backups) from the Contractor’s equipment that contains individually
identifiable records, in accordance with standards adopted by the Government and its
Department of Human Services.
Notwithstanding anything to the contraty in this
Agreement, but subject to Contractor’s confidentiality obligations under this Agreement,
Contractor may (i) retain copies of Confidential Information or Data that is required to
be retained by law or regulation, (ii) retain copies of its work product that contain
Confidential Information or Data for archival purposes or to defend its work product and
(iii) in accordance with legal, disaster recovery and records retention requirements, store
such copies and derivative works in an archival format (e.g. tape backups), which may not
be returned or cestroyed.
The Government has notified Contractor of its anti-virus and anti -maiware
software it intends to utilize on all devices that will access the Host system provided by
West Virginia. Contractor further warrants that the software will operate in conformity
with the terms and conditions of this contract from the date if delivery of the system and
throughout the contract term(s).
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OocU5Md by:
P 068 D H S T 16
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Contract No.
Contractor’s Inftials:
DocuSign Envelope ID: 9EA0E831 -46C0408B-802F-OED2E1 7E1 EFF
Government of the Virgin Islands Department of Human Services
Mohna Information Systems, LLC 2016-2022
Page 13
17. COMPUTING AND COMMUNICATION
The Contractor shall select, in consultation with the Government’s Department of
Human Service:; and the Bureau of Information Technology Office, one of the approved
methods for secure access to the Government’s systems and data, if required. Approved
methods are based on the type of work performed by the Contractor as part of this
Agreement. Options include, but are not limited to:
1.
Contractor’s provision of certified computing equipment, peripherals and
mobi]e devices, on a separate Contractor’s network with separate Internet
access. The Government’s Department of Human Services’ accounl:s may or
may riot be provided.
2. Government supplied and managed equipment and accounts to access DHS
applications and data, including DHS issued active directory accounts and
application specific accounts, which follow the National Institutes of Standards
and Technology security and the HIPAA standards.
The Government will not supply e-mail accounts to the Contractor.
i8. CONTRACT A PUBLIC RECORD
Upon the signing of this Agreement by all parties hereto, the terms of the
Agreement become available to the public pursuant to Virgin Islands law, subject to the
exceptions set forth in paragraph ig below. The parties hereto agree to allow public access
to all documents, papers, letters, or other materials subject to the current Virgin Islands
law on disclosure. It is expressly understood that substantial evidence of Contractor’s
refusal to comply with this provision shall constitute a material breach of this Agreement.
19. PUBLIC INFORMATION
All information received that is the subject of this Agreement,
including
copyrighted mai:erial, is deemed public information and will be made available or public
viewing and copying shortly after the signing of contracts. The sole exceptions to this are
as follows: (i) trade secrets meeting the requirements of Federal Trade Secrets laws that
have been properly marked, separated, and documented; (2) any Contractor financial
information requested by Government to determine Contractor’s responsibility; and ()
Contractor’s confidential information, unless prior written consent has been given by the
Contractor.
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Contract No.
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Contractor’s Initials:
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DocuSign Envelope ID: 9EA0E831 •4600-4D8B-802F-DED2EI 7E1 EFF
Government of the ‘virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 14
20.
INITIATION OF WORK UNDER THE CONTRACT
The Contractor acknowledges and understands that the Agreement is not effective
until all requisite Government approvals are received, and the Contractor shall not begin
performing work under this Agreement until notified to by Government’s Department of
Human Services that this Contract has been fully executed. The Contractor is entitled
to no compensationfor work performed prior to the effective date of this
Agreement, unless said work has been specifically approved in writing by
Government.
21. CONTRACT AMENDMENTS
This Agreement shall be deemed to include all applicable provisions of the Virgin
Islands Medicaid State Plan (“Plan”) and all territorial and Federal laws and regulations
applicable to the U. S. Virgin Islands Medicaid Program, as they maybe amended. In the
event of any substantial change in such Plan, laws, or regulations, which materially affect
the operation of the Virgin Islands Medicaid Program, or the costs of administering such
Program, either party, after written notice and before performance of any related work,
may apply in writing to the other for an equitable adjustment in compensation or schedule
caused by such material change.
Notwithstanding Section 9 of the Contract, the Contractor may assign this
agreement to a third-party who (i) acquired all of the Contractor’s MMIS business, (ii) is
not federally debarred, (iii) agrees in writing to be bound by the provisions hereunder,
(iv) the Host consents to the assignment, and (v) meets the approval of CMS for enhanced
funding, provided Government is given no less than ninety (90) days notification,
pursuant to the notice provisions in the Contract, of such assignment before it is
effectuated.
22.
CHANGES TO SCOPE OF SERVICES
During the Agreement period, if the Contractor considers that any written or oral
communication,
including
any
order,
direction,
instruction,
interpretation,
or
determination, received from Government’s Department of Human Services and its
Medicaid agent or other duly authorized representative, or that any other act or omission
of the Virgin Islands Medicaid Program, its agent or representative (an “Event”)
constitutes a change to the scope of the Scope of Services of this Agreement or otherwise
adversely affect Contractor’s performance ofthis Agreement, but is not plainly identified,
labeled, or titlec as such, the Contractor shall advise the designated Government’s contact
person with respect to the services to be provided by Contractor under this Agreement in
writing within ten (io) business days of the Event and shall request written confirmation
of the Event. The notice shall state the following:
(i) The nature and pertinent circumstances of the communication, act, or omission
regarded as a change in scope of the Scope of Services by the Contractor;
OocuSf,d b
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Contract No. f () 68 0 H S T 1
Contractor’s Initials:
DocuSign Envelope ID: 9EAOEB31 -464)O-408B-802F-DED2E1 7E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 15
(2) The date of the communication, act, or omission, and the identification of each
individual involved in such communication, act, or omission, listing his or her
name and function;
() The identification of the documents involved;
() The substance of any oral communications;
() The particular technical requirements or Agreement requirements regarded as
changed.
(6) The direct and foreseeable consequential effect of the communication, act, or
omissior regarded as a change to the scope of the Scope of Services, including the
number of hours required from the staffto accomplish the change and the manner
and sequence of performance or delivery of supplies or services, identifying which
supplies or services are or shall be affected, and the effect on the overall schedule
of performance of Contractor’s work;
The Department of Human Services shall respond in writing within 10 days of receipt
of the Contractor’s notice.
23.
ADDITIONS TO PERMANENT STAFF
Both the Contractor and the Government must agree upon additions to Key
Personnel specified in Addendum I (Scope ofServices).
24.
FORCE MAJEURE
Neither party to this contract shall be responsible for delays or failures in
performance resulting from acts beyond the control of such party. Such acts shafl include,
but not be limited to, acts of God, strikes, riots, lockouts, and acts of war, epidemics, fire,
earthquakes, hLrricanes or other disasters.
25.
SUBCONTRACTS
The ConI:actor may subcontract for any services necessary to the completion and
duration of this Agreement and to the performance of its duties under this Agreement
with advance written approval by the Government ofboth the subcontracted function and
the subcontractor, which approval shall not be unreasonably withheld. Subcontractors
include those whose services shall be purchased or software licensed by the Contractor,
and any business partnerships between the Contractor and others and that are used by
Contractor to provide the services under this Agreement.
Subcontractors shall demonstrate the capability to perform the function to be
subcontracted. All subcontracts shall be in writing, with the subcontractor functions and
duties clearly identified, and shall require the subcontractor to comply with all applicable
DOu5Md by:
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Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
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provisions of this Agreement. The Contractor shall at all times remain responsible for the
performance by any subcontractors approved by the Government.
The Ccntractor’s
responsibility for damages shall apply whether performance or nonperformance was by
the Contractor or one of its subcontractors.
The Government shall not release the
Contractor from any claims or defaults of this Agreement, which are predicated upon any
action or inaction or default by any subcontractor of the Contractor, even if such
subcontractor was approved by the Government as provided above. The Contractor shall
give the Government notice in writing of any action or suit filed against it by any
subcontractor retained to provide services hereunder and prompt notice of any claim
made against the Contractor by any subcontractor, which in the opinion ofthe Contractor
may result in litigation related in any way to this Agreement with the Government of the
U. S. Virgin Islands.
26.
TERMINATION
This Agrement may be terminated by Government for any and all of the following
reasons:
(i) In the event ofthe insolvency of or declaration of bankruptcy by the Contractor.
The filing of a petition for voluntary or involuntary bankruptcy or a company
or corporate reorganization pursuant to the Bankruptcy Act shall, at the option
of the Government, constitute default by the Contractor effective the date of
such :iling; provided that an involuntary proceeding shall not constitute default
if it is withdrawn or dismissed within ninety (90) days after filing.
The
Contractor shall inform the Government of any such action(s) immediately
upon occurrence by the most expeditious means possible (e.g., telephone, fax,
Federal Express, USPS mail, etc.).
(2) For any default by the Contractor. The Government may, by written notice,
terminate performance under this Agreement, in whole or in part, for failure of
the Contractor to perform any of the material provisions of this Agreement. In
the event the Contractor defaults in the performance of any of the Contractor’s
material duties and obligations, written notice shall be given to the Contractor
specifying default.
The Contractor shall have 30 calendar days, or such additional time as agreed to
in writing by the Government, after the receipt of such notice to cure any default. In the
event the Contractor does not cure a default within 30 calendar days, or such additional
time allowed by the Government, the Government at its option may notify the Contractor
in writing that performance under this Agreement is terminated and proceed to seek
appropriate relief from the Contractor. If it is determined, after notice of termination for
default, that the Contractor’s failure was due to causes beyond the control of and without
error or negligence of the Contractor, the termination shall be deemed a termination for
convenience.
DocuSIgn.d by:
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Contract No.
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Contractors Initials:
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DocuSign Envelope ID: 9EA0E831 -4600-4D8B-802F-DED2E1 7E1 EFF
Government of the Virgin Is’ands Department of Human Services
Molina Information Systems, L.LC 2016-2022
Page 17
() In the event sufficient appropriated, obligated funds from either territorial or
Federal sources no longer exist for the payment of Government’s obligation
herein. Performance by the Government of any of its obligations under this
Agreement is subject to and contingent upon the availability of territorial and
Federal monies lawfully applicable for such purposes.
If the Government
reasonably deems at any time during the Term that adequate monies lawfully
applicable to this Agreement shall not be available for the remainder of the
Term, the Government shall promptly notify the Contractor to that effect,
whereupon the obligations of the parties under this Agreement shall end as of
the date of the receipt of such notice and this Agreement shall at srn:h time be
canceled without penalty to the Government of the U.S. Virgin Islands or the
Federal Government.
() For
:he convenience of Government.
The Government may terminate
performance of work under the Agreement in whole or in part whenever, for
any reason, the Government, in its sole discretion determines :hat such
termination is in the best interest of the Government upon thirty (30) days
prior written notice to Contractor. In the event that the Government elects to
terminate this Agreement pursuant to this provision, it shall so notify the
Contractor by certified or registered mail, return receipt requested.
The
termination shall be effective as of the date specified in the notice.
In such
event, the Contactor will be entitled only to payment for all work satisfactorily
completed and for reasonable costs incurred in good faith for work in progress;
and thie reasonable costs incurred as a result of the termination of the work,
including but not limited to accounting, legal, clerical, and other expenses
reasonably necessary for the termination if this Agreement.
Contractr shall have the right to terminate this Agreement upon one hundred and
twenty (120) days prior written notice to the Government.
A. The Contractor’s Duties Upon Expiration/Termination
Prior to the conclusion of this Agreement, the Contractor shall follow the
procedure outliied below for termination. Contractor shall provide the completed and
in-process deliverables to the Government or its agent at no additional charge.
All
unfinished work/deliverables will be provided on an “AS IS” basis without any warranties
of any nature whatsoever and Contractor shall have no liability from the use of any such
unfinished work/deliverables.
The Government desires a low-risk turnover that is
transparent. Specific objectives are to provide for an orderly, complete, and controlled
transition to a successor Contractor and to minimize any disruption of processing and
services provided.
The Contractor must:
(i) Stop work under this Agreement on the date and to the extent specified in the
notice of termination.
Oocu54gnadb:
MLLLs
Contract No.
0 6 8 D H S ‘1 1 6
Contractor’s Initials: -
DocuSign Envelope ID: 9EA0E831 -46)O4D8B-8O2F-DEO2E1 7E1 EFF
Government of the ‘virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 18
(2) Place no further orders or subcontracts for materials or services, except as may
be necessary for completion of such portion of work under this Agree rnent as is
not terminated.
() Terminate all orders and subcontracts to the extent that they relate to the
performance of work terminated by the notice of termination.
(ii,) Assign to the Government, in the manner and to the extent directed by the
Government, all of the rights, title, and interest of the Contractor under the
orders or subcontracts so terminated, in which case the Government shall have
the right, in its discretion, to settle, pay, or deny any or all claims arising out of
the tcrmination of such orders and subcontracts.
() With the prior approval or ratification of the Government, settle all outstanding
liabilities and all claims arising out of such termination of orders and
subcc’ntracts, the cost of which would be reimbursable in whole or in part, in
accordance with the provisions of this Agreement.
Failure to obtain prior
approval shall result in loss of the Agreement reimbursement.
(6) Complete the performance of such part of the work as shall not have been
terminated by the notice of termination.
() Take such action as shall be necessary, or as the Government shall direct, for
the protection and preservation of any and all property or information related
to th€se contracts which is in the possession of the Contractor and in which the
Government has or shall acquire an interest.
Upon receipt of notice of
termination, Contractor must have no entitlement to receive any amount for
lost revenues or anticipated profits or for expenditures associated with this or
in any other contract.
Contractor shall be paid only by the following upon
termination:
(a)
at the contract price(s) for completed deliverables and services
delivered to and accepted by Government;
(b)
the reasonable costs incurred as a result of the termination of the
work, including but not limited to accounting, legal, clerical, and
other expenses reasonably necessary for the termination if this
Agreement; and
(c
at a price mutually agreed upon by the Contractor and Government
for partially completed deliverables.
Docusigned b
8 U
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Contract No._r_
I
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Contractor’s Initials: -
DocuSign Envelope ID: 9EA0E831-4&JO-408B-802F-DED2E17E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, TIC 2016-2022
Page 19
27.
NONDISCRIMINATION COMPLIANCE
The Contractor shall comply with Title VII of the Civil Rights Act of 1964, Section
504 ofthe Rehabilitation Act of 1973, the Age Discrimination Act of 1975, Executive Order
No. 11246, as amended by Executive Order No. 11375, both issued by the President of the
United States, the Americans with Disabilities Act of 1990, and with all applicable Federal
and territorial laws, rules and regulations implementing the foregoing statutes with
respect to nondiscrimination in employment.
The Contractor shall not discriminate
against any employee or applicant for employment because of a physical or mental
disability in regard to any position for which the employee or applicant is qualified. The
Contractor agrees to take affirmative action to employ, advance in employment, and
otherwise treat qualified disabled individuals without discrimination based on their
physical or mer tal disability in all employment practices.
28.
SMALL BUSINESS, MINORITY-OWNED FIRMS, AND WOMAN’S
BUSINESS ENTERPRISES UTILIZATION
In accordance with the provisions of 45 CFR Part 75 and the Federal Office of
Management and Budget Circular A-1o2, affirmative steps shall be taken to assure that
small businesses, minority-owned firms and women’s business enterprises are utilized
when possible as sources of supplies, equipment, construction, and services.
29.
WORKER’S COMPENSATION
The Contractor must take out and maintain during the Term, worker’s
compensation hsurance for all of its employees working as part of this Agreement; and,
in the event any work is subcontracted, the Contractor must require any subcontractor
similarly to provide worker’s compensation insurance for all the latter’s employees
working as a part of this Agreement.
30.
LOBB’?ING
No Federal funds under this Agreement may be used to influence or attempt to
influence an officer or employee of any agency, a member of Congress, an officer or
employee of Congress, or an employee of a member of Congress in connectior with the
awarding of any Federal contract, continuation, renewal, amendments other than Federal
appropriated funds.
- 31. WAIVERS AND AMENDMENTS
No waiv€ r, modification or amendment of any term, condition or provision of this
Agreement, including its Addenda, 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
Dvc5gned by
PO6BDHsT1
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Contract No.
____________________
Contractor’s Initials:
DocuSign Envelope ID: 9EA0E831 -46)O-4D8B-802F-DED2E1 7E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 20
of the terms, conditions or provisions of this Agreement, but the same shall e strictly
limited and restricted to the extent and occasion specified in such signed writings or
writings.
32.
HEADINGS AND TITLES AND SEVERABILITY
Any headings or titles used to help identify any part of this Agreement are for
reference purposes only and shall not be deemed as controlling the interpretation or
meaning of any provision of this Agreement. If any tenu or any word, phrase, clause or
sentence in this Contract is declared by a court having jurisdiction to be illegal or
unenforceable, such word, phrase, clause or sentence shall be modified, celeted or
interpreted in such a manner so as to afford the party for whose benefit it was intended
the fullest benefit commensurate with making this Agreement as modified, enforceable
and the validity of the remaining terms is unaffected and, if possible, the rights and
obligations of the parties are to be construed and enforced as if the Contract did not
contain that tenn.
If any provision of this Agreement or the application therefore to any Party of
circumstances shall be declared void, illegal or unenforceable, the remainder of this
Contract shall be valid and enforceable to the extent permitted by law.
33.
ENTIRE AGREEMENT
This Agreement, including all Addenda, constitutes the entire agreement between
the parties hereto. There are no understandings, agreements, or representations, oral or
written, not specified within this Contract.
This Contract may not be modified,
supplemented cr amended, in any manner, except by written agreement signed by both
parties.
34.
RIGHT TO WITHHOLD
If work under this Agreement is not performed in accordance with the terms
hereof, including any Addenda hereto, Government will have the right to withhold out of
any payment due to Contractor, such sums as Government may reasonably deem ample
to protect it against loss or to assure payment of claims arising there from, arid, at its
option, Government may apply such sums in such manner as Government may deem
proper to secure itself or to satisfy such claims; provided than in no event shall such
withholding exceed five (5%) percent of the amount invoiced for the deliverable to which
such withholding relates. The Government may withhold funds for DDI milestones to the
extent that such milestones are delayed.
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 the Government if and while
the 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.
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Contract No.
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Contractors Initials:
DocuSign Envelope ID: 9EA0E831 4(.OO-4D8B-8O2F-DED2E1 7E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 21
35.
GOVERNMENT
In the event that Molina is delayed from completing its work due to delays caused
by the Government, Molina shall be excused from late performance by an amount of time
no less than such delay. The Government acknowledges that substantial delays caused by
it may require that Molina reassign personnel to other projects, potentially delaying in
the project further. Molina shall not be responsible for such delays.
- 36.
CONFLICT OF INTEREST
It is Contractor’s practice to serve multiple clients within industries, including
those with potentially opposing interests. Accordingly, Contractor may have served, may
currently be serving or may in the future serve other clients whose interests may be
adverse to those of the Government. In all such situations, Contractor is committed to
maintaining the confidentiality of each client’s information and will abide by non
disclosure procedures (such as firewall protocols and other safeguards) to ensure that all
confidences are protected.
Contractor and its affiliates serve a wide array of clients, including clients who
compete with or whose interests may be adverse to one another. In addition, Contractor
interacts with insurance carriers and other service providers through numerous business
and contractual relationships, including serving as a broker for its clients and receiving
commissions from carriers, providing consulting or administration services to carriers,
and auditing carriers’ claims data. Contractor is committed to serving each of its clients
in an objective manner and maintaining the confidentiality of each of its client’s
information.
To its actual knowledge, Contractor’s Government Human Services Consulting
Group 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 arty 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 familiarized itself with the
provisions of Title 3, Chapter 37, Virgin Islands Code, pertaining to conflicts of
interest, including the penalties provision set forth in Section 1108 thereof; and
not made, negotiated or influenced this Agreement, in its official capacity; and
no financial interest in the Agreement as that term is defined in Section iioi,
(i) of said Code Chapter.
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DocuSign Envelope ID: 9EAOE831-46O-4D8B-802F-DED2E17E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 22
37.
NO GIFTS OR GRATUITIES
Contractor shall not give title or possession of anything of substantial value
(including property, currency, travel and/or education programs) to any officer or
employee of the Government during the Term.
38.
ALTERNATIVE DISPUTE RESOLUTION
Government does not agree to any form of binding arbitration, mediation, or other forms
of mandatory alternative dispute resolution. The parties have the right to enforce their
rights and remedies in judicial proceedings. Government does not waive any right to a
jury trial. Any claim, action or proceeding hereunder will be heard in the U.S.VI.
39.
NOTICE
Any notice required to be given by the Terms of this Agreement 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
Government of the Virgin Islands
Department of Human Services
1303 Hospital Ground
St. Thomas, U.S.V.L 00802
Telephone: (340) 774-1166
Fax: (340) 774-3466
Copy
Commissioner
to:
Department of Property & Procurement
Sub Base, Building No. 1, Third Floor
St. Thomas, U.S. Virgin Islands 00802
Telephone: (340) 774-0828
Fax: (340) 777-9587
CONTRACTOR:
Molina Information Systems, LLC
200 Oceangate, Suite 100
Long Beach, California 90802
Telephone: (562) 435-3666
Facsimile:
Attention: William Dixon
Erriail:
IIi ut dixon (u n iolinahealthcare.corn
DoCUSIQnqd b:
PO68DHST16
Contractors Initials:
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DocuSign Envelope ID: 9EA0E831 -4600-408B-802F-DEO2E1 7E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 23
40.
FALSE CLAIMS
Contractor warrants that it shall not, with respect to this Agreement. 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 claim to be false,
fictitious or fraudulent. Contractor acknowledges that making such false, fictitious, or
fraudulent claim is a crime under Virgin Islands and Federal laws.
41.
NOTICE. OF FEDERAL FUNDING
Contractor acknowledges that this Agreement is funded, in whole or in part, by
Federal funds. Contractor warrants that it shall not, with respect to this Agreement, 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 offense.
Both parties acknowledge and agree that should Government funding be limited
or restricted, it may affect funding for the Contractor.
It is agreed that in the event
funding is reduced or restricted, Government shall immediately notify Contractor. In this
event, Government will only be obligated to reimburse Contractor for costs already
incurred and obligated for payment up to the date of termination by Governmeit. In the
event that fund are restricted, Government and Contractor shall negotiate a new scope
of services should the Contractor desire to perform the services required by the reduce
level of effort.
42.
DEBARMENT CERTIFICATION
By execution of this Agreement, the contractor certifies that it is eligible to receive
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 require each proposed
subcontractor to disclose to the Contractor, in writing, whether as of the time of award of
the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or
proposed for debarment by the Federal Government.
In the event the Contractor or
subcontractor misrepresents its eligibility to receive contract awards using Federal funds,
the Contractor or subcontractor agrees that it shall not be entitled to payrnertt for any
work performed under this Agreement or subcontract and that the Contractor or sub
contractor shall promptly reimburse the Government of the Virgin Islands for any
progress payments heretofore made.
If, during the Term, the Contractor shall become ineligible to receive contract
awards using Federal funds, this Agreement shall be terminated forthwith for cause and
the Contractor shall not be entitled to payment for any work performed under this
Agreement or sub-contract after the effective date of such ineligibility.
Contractor represents that none of its personnel providing the services under this
Agreement have been excluded from participating in Medicare, Medicaid, or other
DocQMdb
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Contract No.
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Contractor’s Initials:
DocuSign Envelope ID: 9EAOE831463O-4D8B-802F-DED2E17E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 24
Federal health care programs. The Contractor shall notify the Government immediately
in the event that it learns that either the Contractor or any of its personne becomes
ineligible to participate in Medicare, Medicaid, or any other Federal health care program
during the Term. Ifany personnel are excluded from participating in Medicare, Medicaid,
or any other Federal health care program, the Contractor shall immediately replace such
personnel. If The Contractor is excluded from participating in Medicare, Medicaid, or
any other Federal health care program, this Agreement shall terminate automatically
effective as of the date of such exclusion.
43.
PUBLICITY
No publicity, including press releases, interviews, bulletins, or articles in any
public medium concerning this Agreement, its terms, execution, implementation, or
results, can be released without the written approval of the Government and Contractor.
44.
OTHER PROVISIONS
Addendum
I,
Scope
of Services; Addendum II,
Compensation;
and
Addenduna
HI;
Business
Associate
Agreement,
attached
hereto
are
hereby
incorporated and made a part of this Agreement. In the event of a conflict bctween the
terms and conditions of the general provisions of this Agreement and the terms and
provisions of any Addendum to this Agreement, the terms and condition:; of such
Addendum shall prevail with respect to personal health infonnation.
45.
CONFIDENTIALITY
(a) Each party to this Agreement (the “Disclosing Party”) is likely to disclose
information to the other party from time to time in the course of the
provision of the Services, which is marked or designated as confidential or
proprietary at or prior to disclosure or which would appear to a reasonably
prudent
person
to
be
confidential
and/or
proprietary
in
nature
(“Confidential Information”). For purposes of clarification, “Coafidential
Information” shall include, without limitation, all information egarding
the pricing of Services to be provided by Contractor and its affiliates and the
Intellectual Property. The party receiving the Confidential Information (the
“Receiving Party”) will not divulge or communicate it to any person other
than in connection with the provision of the Services or as otherwise
provided for in this Agreement.
This restriction does not apply to
information which (i) the Receiving Party must by law or legal process
di;close, (ii) is either already in the public domain or enters the public
dcmain through no fault of the Receiving Party, (iii) is available to the
Receiving Party from a third party who, to the Receiving Party’s kiowledge,
is not under any non-disclosure obligation to the Disclosing Party, or (iv) is
independently developed by the Receiving Party without reference to any
Confidential Information of the Disclosing Party.
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Government of the Virgin Islands Department of Human Services
Molina Information Systems, LLC 2016-2022
Page 25
(b) Government also agrees that, notwithstanding any other provision in this
Agreement, Contractor may include the identities of those persons who are
identified by Government
as contact persons for Government and
information about the terms of this Agreement, the Services and the
compensation in Contractor’s internal client management, financial and
conflict checking databases.
46.
PROVISION OF INFORMATION AND ASSISTANCE
The Government will provide all necessary and reasonably requested information,
direction and cooperation to enable Contractor to provide the Services, and any
direction (whether verbal or written) shall be effective if contained expressly in the
Scope of Services or if received (whether verbally or in writing) from a person known
to Contractor or reasonably believed by Contractor to be authorized to act on the
Governmenl.’s behalf. Contractor shall be permitted to use all information and data
supplied by or on behalf of the Government without having independently verified the
accuracy or completeness of it except to the extent required by generally accepted
professional standards and practices. If any documentation or information supplied
to Contractor at any time is incomplete, inaccurate or not up-to-date, or its provision
is unreasonably delayed, then Contractor shall not be responsible for any delays or
liability arising therefrom. In the event that it is necessary or appropriate to perform
any additional work as a result, Contractor will obtain the Government’s prior
approval before commencing such additional work; provided that if the Gciiernment
does not provide such prior approval, Contractor shall not be obligated to perform
such additional work and Contractor shall have no liability for the Services to the
extent any loss arises from or is related to the failure to perform such additional work.
47.
DEFINITIONS OF TRANSACTIONS AND CLAIMS
For the purpose of pricing the US Virgin Islands Medicare Medical Information
System (“MMIS’) system proposed in the Implementation Advance Planning
Document (‘IAPD”) document and memorialized in the contract between the USVI
and Molina, a “transaction” shall include all Medicaid claims that are accepted into
the MMIS that are either:
•
Paid
•
Denied, or
•
Suspended
Claims that do not meet the minimum requirements for acceptance into the MMIS
for processing and are returned to the provider will not be counted as transactions.
Paid claim adjustments to previously processed claims will not be counted as
transactions.
For the purpose of this definition, the term “claim” shalI refer to the UB-o4 Claims
(hospital inpatient, outpatient, and nursing facility) or the CMS 1500 professional
provider claim forms that receive an Internal Control Number (1CM).
While each
claim form that receives an ICN may have multiple lines for multiple services, each
ICN shall represent one (i) transaction.
p 0
S 8 U H S T 16
Contract No.
_________________
Contractors Initials:
-
DocuSign Envelope ID: 9EA0E831-4300-4D88-802F-DED2E17E1 EFF
Government of the Virgin Islands Department of Human Services
Molina Information Systems, L.LC 2016-2022
Page 26
IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and
year above written. This Agreement may be executed in two or more counterparts, each
ofwhich shall be deemed an original but all ofwhich together shall constitute one and the
same Agreement. The counterparts of this Agreement and all Ancillary Documents may
be executed and delivered by facsimile or other electronic signature by any of the parties
to any other party and the receiving party may rely on the receipt of such document so
executed and celivered by facsimile or other electronic means as if the original had been
received.
CONTRACEOR:
08/30/16
Date
MOLINA INFORMATION SYSThMS, LLC
d/b/a MOLINA MEDICAID SOLUTIONS
-
Oocu5gr’ed by:
dLots
By:_Lssr
Norman Nichols, President
WITNESSES:
Date
___
VERNM ENT OF THE U. S. VIRGIN ISLANDS
&
kJ•
Dr. Anita Roberts
Commissioner 1)esigncc
DEPARTMENT OF HUMAN SERVICES
——
Bennett
(‘ )Hi’flSSiOfler
DEPARTMENT OF PROPERTY & PROCIJFtEMENT
OcuSIgn.d by:
Contractor’s Initials:
Date( / 14
APPR?VF:
KENNTH
Governor of the U.S. Virgin Islands
C)- 1- I/
I)ate
_________________
APOVED AS J?Ø LEGAL SUFFICIENCY
T
,(4 .JUSTICE
C
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sq.
Attorney General of the Li. S. Virgin Islands
Contract No. PO6 D_RT 16