CONTRACT FOR PROFESSIONAL SERVICES between 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 ‘Charlotte Amalie, St. Thomas, VI 00802 and SUNRISE COMMUNITY, INC. 9040 Sunset Drive, Miami, Florida 33173 Professional Services Contract Department of Human Services arid Sunrise-Community, Inc. Page 2-of 14 ‘ CONTRACT FOR PROFESSIONAL SERVICES. THIS CONTRACT FOR. yt ROFES) IONE SERVICES: (hereinafter, this “AGREEMENT?”) is made-this ah” day of AY4GS 7 ,, 2018, 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, 1303 Hospital Ground, Knud Hansen Complex Bldg. A, St. Thomas, VI.00802 (hereinafter referred to as "Government" and Sunrise Community, Inc., of 9040 Sunset.Drive, Miami, Florida 33173. (hereinafter referred to. ‘as “Contractor"). ‘WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide residential care services to eleven.(11) individuals. with intellectual and developmental disabilities: in the state of Florida who are being transitioned from Comprehensive Transitional Education Programs, owned and operated by Carlton. Palms. Educational Center, Inc. and Orange Villas Educational. Center, Inc. in Mount. Dora, Florida and Eustis, Florida, which duties and vesponsibilities‘are more particularly described in Addendum J (Scope of Services’) attached hereto; WHEREAS, the Florida Agency for Persons with Disabilities. has obtained a Court Order -appointing.a Receivet to operate Cartton Palms. Educational Center, Inc., and said facility has been ordered closed by August 15, 2018; and WHEREAS, the Contractor was selected in accordance with the provisions:of Title 31,. ‘Section 239(a)(5) of the Virgin Islands Code to provide services to eleven (11) individuals with intellectual aiid developmental disabilities in the state of Florida who are being transitioned from. Carlton Palms. Educational. Center, Inc and Orange Villas Educational Center, Inc.;.and WHEREAS, the Contractor represents that it is willing and capable of providing such Services; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and ‘intending to be tegally bound by this written instrument, the parties hereto.do covenant and agree as follows: 1. SERVICES. The Contractor will provide the services: described in Addendum J (Scope of Ser vices). attached hereto and made a part of this Agreement. A. Initial Term This Agreement shall commence upon the execution of this Agreement by the Governor of the Virgin Islands and shall terminate three (3) years thereafter. a/ Contract No.: PO 3 6 D HoT 18 Contractor’s Initials: Prafessional Services Contract. Department of Human Services and Sdnrise Community, hic. Page 3 of 14 B. Renewal Term The Government reserves the right to renew this Agreement:for two (2) additional one.(t) year terms at the sole discrétion of the Government. Any renewal shal! be contingent upon satisfactory performance of the Contractor and: shall be subject to the availability of local Government funds, The Government shall give written notice to the Contractor of such intent to extend or renew not less that ninety (90) days prior to the expiration of the initial term at the rate. indicated'in the Terms of Compensation herein. 3. COMPENSATION, INCLUDING MEDICAL CARE AND CLIENT TRAVEL EXPENSES The Government, in corisideration of the satisfactory performance of the services described in Addendum I (Scope. of Services s), for the initial Term of three (3) years agrees to pay Contractor a sum not to exceed SEVEN MILLION, TWO HUNDRED AND SIXTY-SIX THOUSAND, SIX HUNDRED TWENTY-EIGHT AND 05/100 DOLLARS ($7,266,628,05) for Residential Services under this Agreement for the Initial Term. In addition, the Government agrees to reimburse the Contractor for any medical care not covered by 4 health insurance plan, Medicaid, Medicare, or any other form of health care, Medical Care costs shall not exceed One Hundred Fifty Thousand Dollars and 00/100 ($150,000.00) for the Initial Term of three (3) years. Also, the Government agrees to reimburse the:Conitactor for Client travel expenses that do.not include those basic, local travel expenses outlined in Addendum J— Paragraph A(1)(c), that are considered part of the Residential. Services and are already included in the related compensation, Client travel costs shall not exceed Thirty-Three: Thousand and 00/100 Dollars ($33,000.00) for the Initial Term of three (3)-years. In no event, shall the total compensation paid to the Contractor under this Agreement for the Initial Term of three-(3) years exceed SEVEN MILLION, FOUR HUNDRED AND FORTY-NINE THOUSAND, SIX HUNDRED TWENTY- EIGHT AND 03/100. DOLLARS (37,449,628,05), including medical care and client travel expenses as set forth in Addendum II, (Terms of Compensation), attached hereto and made a part of this Agreement. 4, CONTRACTORS TRAVEL EXPENSES. There shall be no travel costs awarded to the Contractor for.Contractors travel. 5, RECORDS . . ‘The Contractor when applicable, will present:docutnented precise records of ime and/or money expended under this Agreement upon request with reasonable. advanced notice. 6, PROFESSIONAL STANDARDS _ The Contractor agrees to maintain the professional standards applicable to its profession and to consultants doing business in the State of Florida. 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials; programs, printouts and meinoranda of every desctiption.derived therefrom and_pertaining to this:Agreement shall become. the property of the Government and shall.be turned over to it at the termination of this Agreement, except as otherwise required by law. The above described materials shall not be used by Contractor ConiractNo.- PO 36 D HeT18 ; Contractor'sinitials: ce Professional Services Contract. Department of. urman Services and Sunrise Community, Inc, Page 4of 14 or by any other person or entily except upon the written permission of the Government or as otherwise required by law. 8, LIABILITY ‘OF OTHERS Nothing in this Agreement shall be construed to impose any liability upon the Government to persons, finns, 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, ornissions, liabilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to-wiemployment insurance 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 Agreement without the prior written consent of the-Government. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless Government from and against any and all loss, damage, liability, claims, demands, detriments, cost, charges and expense (including attorney’s 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 Agreement and arising from any cause, except the sole negligence of Goverment. In the event of the sole. negligence of Government, Government agrees to indemnify, defend and hold harmless Contractor from and against any and all Joss, damage, liability, claims demands, detriments, cost, charges and expense (including attorncy’s fees) and causes of action as a result of such negligence, to the extent permitted by law, 11, INDEPENDENT CONTRACTOR Tbe Contractor shall perform this Agreement as :an independent contractor and nothing herein.contained shall be construed to be inconsistent with this relationship or status. 12. GOVERNING LAW This Agreement shall be governed 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 thts Agreement 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 inno event be construed to be a general waiver, modification or amendment of any. of the terms, conditions or provisions of this Agreem ent, but the-same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. POS6DHST18 J ContractNo.: __ Contractor'stnitials: _. ote cae Professional Services Contract Deparsnent of Human Services and Suarise Community, Ine. Page § of-14 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 wiitten or oral, 15. RIGHT TO WITHHOLD if work under this Agreement is not performed in accordance with the terms hereof, Government will have the right to withhold out of any payment due to Contractor, such sums as 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. Govemment will immediately notify the Contractor in writing in the event that itelects 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 Agreement shall be subject.to the availability and appropriation of funds and to the approval of the Governor. 17, FERMINATION Either party will have the right: to terminate this Agreement with or without cause .on ninety (90) days, written notice to the other party specifying the date of termination. 18, PARTIAL TERMINATION The performance of work under this Agreement may be terminated by the Government, in part, whenever the Government shall-deem such termination advisable. 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 Agreement 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 the period of the ninety (90) day notice. 19. NON-DISCRIMINATION No. person shall be excluded from participating in, be denied the proceeds of | of be subject to discrimination in the performance of this Agreement on account of race, creed, ‘color, sex, religion, disability: or national origin. 20. CONFLICT OF INTEREST @ 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. Agreement. (0) Contractor further covenants that it is’ CantractNo,: POSé6DEH ST ] 8 Contractor'sinitials:. A! __. ‘Professional Seivices Contract. Department. of Human Services and Sunrise Community, Inc. Page of 14 (1) not a territorial officer or employee (i.¢:, the Gavernor, Lieutenant Governor, member of the Legislature, or any other el ected territorial official; oran 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 tértitorial officer or employee and, as such, has: 6) familiarized itself with the provisions of Title 3, Chapter 37 of the Virgin Islands Code, pertaining to conflicts of interest, including. the penalties provision set forth in section 1108 thereof; @ not made, negotiated or influenced this Agreement, in its official capacity; . (iil) no financial interest in the Agreement as that terin is defined im’section 1 101(1) of said Code chapter, 21. EFFECTIVE DATE . The effective. date of this Agreement shall be the day of execution of the Agreement by the ‘Governor, 22. NOTICE 7 Any notice required to be given by the Tetms of this Agreement shal] 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: Lloyd. T, Bough, Jr. ‘Commissioner Department of Property and Procurement Sub Basé, Building No. 1, Third Floor St. Thomas, VI 00802 Felecia L, Blyden Commissioner Department of Human Services 1303 Hospital Ground Knud Hansen Complex: Bldg. A St. Thomas, V1 00802 CONTRACTOR: John Kelleher Secretary/Treasurer Sunrise. Community, Inc. 9040 Sunset Drive Miami, Florida 33173 23. LICENSURE The Contractor covenants that it has obtained all-of the applicable licenses. or permits, permanent, temporary or otherwise as required by Florida laws and regulations as set forth in ‘Paragraph 6 herein. PO36DuUST18 Contract No.: Contractor'sinitials: _.-#* BS saat Protessional Services Contract Department of Human Services. and Sunrise Community, Inc, Page 7 of 14 24. OTHER PROVISIONS Addendum I, Scope of Services and Addendum I, Compensation, attachéd hereto are a part of this Agreement and are incorporated herein by reference, 25, COMPLIANCE WITH LAWS Contractor warrants that it-shall not, with respect to this Agreement, make or present any: claim. upon or against the Government of the Vit gin. Islands,-or any officer department, board, commission, or other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offence. under Virgin Islands law. Contractor will abide by all applicable state and federal privacy laws, including the Health Insurance Portability and Accountability Act of 1996 and its subsequent amendments (including the HITECH Act and Omnibus. Rule). 26. RESIDENTS. Governmetit represents that it has the legal authority to place the eleven (11) residents at Sunrise Community Inc. in Florida and shall provide Contractor with Certified Court Orders from. the Family Division-of the Superior Court of the United States Virgin Islands for each resident placed at Sunrise: If a resident requires a transfer or discharge due to.a medical event or a change in condition, appropriateness of alternative placement shall be: determined based on the independent medical judgment of a qualified clinician, as applicable. The parties acknowl edge that any addition or removal of individuals from the group of eleven (11) in the program contemplated at the time of execution of this:Agreement-will require an Amendment to address the: change in scope of services by Contractor; 27, INSURANCE Contractor agrees'to-maintain the following insurances at the following levels: commercial general liability ($1,000,000 per occurrence and $3,000,000 ‘in the agg regate), for which Government will be named as an additional insured via endorsement; professional liability ($1,000,000 per occurrence and in the aggregate); automobile: insurance ($1,000,000 per occurrence), and workers’ compensation at a-statutory limit. Government shall be a certificate holder for alt Contractor’s insurance policies, If the. policy for any liability insurance described above is on a claims made‘basis, the policy must'remain in force for a period of at least three (3) years:after the end of the Contract term and any renewals thereof. ContractNo:: Contractor'sinitiais: Professional Services Contract Department of Human Services and Sunrise Community, Ine. Page 8:01 14. IN WITNESS WHEREOF, the parties have-hereunto set. their hands on the day and year first above written.. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS VI a eligliy Felecia L. Blyden, Commiss ner Date: W thes: Hf f HAY IY rp A a al if Department of Human Services Vijneds No: 2 LEAT Lloyd T. Bough, Jr., Commissioner sellr lal Department of Property and Procurement CONTRACTOR SHES iTTES5°No. J Zachary Wrad \Rresident. fale Witness No..2 N Sunrise Community, Inc. APPROYED: Date: 6 f-24- ) Kenneth £. Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL. SUFFICIEN CY DEPARTMENT OF JUSTICE BY: Ul ees. ig Date a A PURCHASE ORDER NO. ‘Contract No.: PO36DHST18 Contractor's Initials:. Bel