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herein. The Govemment, in its sole discretion, shall have the option to renew this Contract for a
period of two (2) additional 180-day periods, 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 Govemment, in consideration of the satisfactory performance of the services described in
Addendum I (Scope of Services) agrees to pay Contractor a sum not to exceed TWO
HUNDRED
FIFTY
THOUSAND 00/100 Dollars ($250,000.00) as determined by services determined by the
rates per item, as described in AddendumI
(Scope of Work), in accordance with the provisions
set forth in Addendum II (Compensation) attached hereto and made a part of this contract.
Additionally, within 30 days of the effective date of this Agreement, out of the aforementioned
TWO HUNDRED FIFTY THOUSAND 00/100 Dollars (S250,000.00)theGovernment will pay
the Contractor for Invoice No. 5l in the amount of
THIRTY-THREE
THOUSAND and 00/100
DOLLARS
($33,000.00),
Invoice No. 54 for
FIFTY-THREE
THOUSAND
and 00/100
DOLLARS (S53,000.00), Invoice No. 56 in theamount of TWENTY-TWO
THOUSAND FIVE
HUNDRED
and
00/100
DOLLARS
($22,500.00), and
Invoice No. 57 in the amount
of
TWENTY-SIX
THOUSAND
and 00/100
DOLLARS
for a total
of ONE
HUNDRED
THIRTYFOUR
THOUSAND FIVE HUNDRED and 00/100 DOLLARS (S134,500.00), all
of which are due and owing for pathology work performed since the beginning of the Term of this
Contract.
If the Government elects to renew the Contract, the Government will pay the Contractor a sum not
toexceed ONE HUNDRED
TWENTY-FIVE
THOUSAND and 00/100 Dollars ($125,000.00),
per renewal period, in accordance with the Addenda.
The Parties acknowledge that during the pendency of this Contract term, the Government has
already paid Contractor for Invoice No. 49 in the amount of
THIRTY-THREE
THOUSAND
and 00/100 DOLLARS ($33,000.00).
4. TRAVEL
Travel costs are not authorized under this Contract.
5. RECORDS
The
Contractor,
when applicable,
will present documented, precise records as described in
Addendum I
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6.
PROFESSIONAL
STANDARDS
The Contractor agrees to maintain the professional standards applicable to their profession and to
consultants doing business in the United States Virgin Islands.
7. DOCUMENTS,
PRINTOUTS, ETC.
All documents, books, records, instructional materials, programs, printouts, and memoranda of
every description derived therefrom and pertaining to this Contract shall become the property of
the Government and shall be turned over to it at the termination
of this Contract. The above-
described materials shall not be used by Contractor or by any other person or entity except upon
the written permission of the Government.
Nothing
in this
Contract shall be construed to impose any
liability
upon the Government
to
persons,
fims,
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
8.
LIABILITY
OF OTHERS
insurance, gross receipt, excise, and social security taxes for Contractor, its servants, agents or
independent contractors.
9.
ASSIGNMENT
The Contractor shall not subcontract or assign any part of the services under this Contract without
the prior written consent of theGovernment.
10.
INDEMNIFICATION
Contractor agrees to indemnify, defend, and hold harmless Government from and against any and
all loss, damage, liability,
claims, demands, detriments, costs, charges and expenses (including
attorney's fees) and causes of action of whatsoever character which Government may incur,
sustain or be subjected to, arising out of or in any way connected to the services to be performed
by Contractor under this Contract and arising from any cause, except the sole negligence of
Government.
11. INDEPENDENT
CONTRACTOR
The Contractor shall 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 by the laws of the United States Virgin Islands, and jurisdiction
shall remain in the United States Virgin Islands.
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13. WAIVERS AND AMENDMENTS
No waiver, modification, or amendment of any term, condition, or provision of this Contract shall
be valid or of any force or effect unless made in writing, signcd by the parties hereto or their duly
authorizcd 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 gencral waiver,
modification, or amendment of any
of the terms, conditions, or provisions of this Contract, but the same shall be strictly limited and
restricted to the extent and occasion specificd in such signed writing or writings.
14. ENTIRE
AGREEMENT
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 matter addressed in this agreement,
whether written or oral.
15. RIGHT TO WITHHOLD
If work under this Contract is not performed in accordance with the terms hereof,Govermment will
have the right to withhold out of any payment due to Contractor, such sums as Government may
deem ample to protect it against loss or to assure payment of claims arising therefrom, and, at its
option,
Government may apply such sums in such manner as Government may deem proper to
secure itself or to satisfy such claims. Government will
immediately
notify 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
Government 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 Contract shall be subject to the availability and appropriation of funds and to the approval of
the Commissioner of the Department of Property andProcurement.
17.
TERMINATION
Either party shall have the right to terminate this Contract, with or without cause, upon providing
the other party with 30 days' written notice specifying the date of termination.
18. PARTIAL
TERMINATION
The performance of work under this Contract may be terminated by the Government, in part,
whenever the Government shall deem such termination advisable by providing fifteen (15) days
written notice to the Contractor. This partial termination shall be effected by delivering to the
Contractor a Notice of Partial Termination specifying the extent to which the term and/or duties
under this Contract are terminated and the date upon which such termination becomes effective.
The Contractor shall be entitled to receive payment for services provided to the date of termination,
including payment for services performed during the notice period.
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19.
NON-DISCRIMINATION
No person shall be cxcluded from
participating
in, be denied the proceeds of, or be subject to
discrimination in the performance of this Contract on account of race, creed, color, sex, religion,
disability, or national origin.
20. CONFLICT OF INTEREST
(a) Contractor 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 Contract.
(b) Contractor further covenants that it is:
() not a territorial officer or employee (i.e., the Governor, Lieutenant Governor,
member of the Legislature, or any other elected territorial official; or an officer
or employee of the legislative, executive or judicial branch of the Government
or any agency, board,
commission
or independent
instrumentality
of the
Government, whether compensated on a salary, fee or contractual basis); or
(2) a territorial
officer or employee and, as such, has:
(i)
familiarized itself with the provisions of Title 3, Chapter 37 of the
Virgin IslandsCode, pertaining to conflicts of interest, including the
penalties provision set forth in section 1108 thereof;
not made, negotiated, or influenced this Contract, in its official
capacity;
And
no financial interest in the Contract as that term is defined in section
1101(1) of said Codechapter.
(i)
(ii)
21. NOTICE
Any notice required to be given by the Terms of this Contract shall be deemed to have been given
when the same is sent by certified mail, postage prepaid, or personally delivered, addressed to the
parties as follows:
GOVERNMENT
Lisa M. Alejandro
Commissioner Designee
Department of Property and Procurement
8201 Sub Base, Suite 4
St. Thomas, Virgin lslands 00802
Gordon C. Rhea, Esq.
Attorney General
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Department ofJustice
34-38 Kronprindsens Gade
St. Thomas, VI 00802
CONTRACTOR
JacquelineJ. Pender, M.D.
9048 Sugar Estate
St. Thomas, Virgin Islands 00802
22. LICENSURE
The Contractor covenants that it has:
(a) obtained all of the applicable licenses or permits, permanent, temporary, or otherwise,
as required by Title 27 of the Virgin Islands Code; and
(b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands
Code pertaining to professions and occupations.
23. OTHER PROVISIONS
Addenda I and II attached hereto are a part of this Contract and are incorporated herein by
reference.
24. INSURANCE
Contractor shall maintain the following insurance coverages during the term of this Contract:
(a)
acceptable to the Government, which covers the services being performed under
this Contract, with policy limits of not less than ONE
MILLION
DOLLARS
(S1,000,000.00) per claim. The Government shall be listed thereon as a certificate
holder.
PROFESSIONAL
LIABILITY:
Professional liability insurance, in a form
25. NO STRIKES
The Contractor agrees that during the term of this Agreement, they shall not engage in, encourage,
or support any strike, work stoppage, slowdown, or other concerted refusal to perform any duties
or responsibilities under this Agrecment. The Contractor further agrees not to participate in any
activity that disrupts or interferes with the operations of the Department of Justice and the Office
of the Medical Examiner, including but not limited to picketing or other public demonstrations
related to employment conditions. In the event the Contractor violates this clause, such action shall
constitute a material breach of this Agreement and may result in immediate termination of this
Agreement, subject to applicable laws and due process. This clause shall not be construed to limit
the Contractor's
rights under applicable labor laws, including the right to engage in protected
concerted activity where such rights are guaranteed by law.
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26. DEBARMENT
CERTIFICATION
By execution of this contract, the contractor certifies that it is cligible to reccive contract awards
using federally appropriated funds and that it has not been suspended or debarrcd from entering
into contracts with any federal agency. The Contractor shall include this provision in cach of its
subcontracts hereunder and shall furnish its subcontractors with the current "LIST OF PARTIES
EXCLUDED
FROM
FEDERAL
PROCUREMENT OR
NON-PROCUREMENT."
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
perfomed under this contract or any subcontract and that the Contractor or subcontractor
shall
promptly
reimburse the Government
of the Virgin
Islands for any progress payments
heretofore made.
27. FALSE CLAIMS
Contractor warrants that it shall not, with respect to this Contract, 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 claims to be false, fictitious, or fraudulent. The Contractor
acknowledges that making such a flse,
fictitious, or fraudulent claim is an offence under Virgin
Islands law.
28. NOTICE OF FEDERAL FUNDING
Contractor
acknowledges
that this Contract is funded, in whole or in part, by federal funds.
Contractor warrants that it shall not, with respect to this Contract, make or present any claim
knowing such claim to be false, fictitious, or fraudulent. The Contractor acknowledges that making
such a false, fictitious, or fraudulent claim is a federal offence.
29. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES
A
facsimile,
electronic,
or digital
signature on this Contract shall be deemed an original and
binding upon the Parties hereto.
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IN
WITNESS
WHEREOF,
the parties have hereunto set their hands on the day and year first
above written.
GOVERNMENT OF THE VIRGIN ISLANDS
Gordon C. Rhea, Esq.
Department ofJustice
Lisa M. Alejandro, Commissioner
Department of Property and Procurement
CONTRACTOR
Jacgdeline J. Pender, M.D.
(Čorporate seal if Contractor is a corporation)
APPROVED AS TO LEGAL SUFFICIENCY
DEPARTMENT OF JUSTICE BY:
Date
Date
Date
Date
PURCHASE ORDER NO.
Contract No.
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09/25/2025
09/30/2025
P101DOJT25
09/29/2025