CONTRACT FOR PROFESSIONAL SERVICES



THIS CONTRACT is made this 3rd __ day of November ,2023 __, inthe 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 Health, Division of Chronic Disease and Prevention

(hereinafter referred to as "Government") and The Whyte Corporation, LLC d/b/a J. W. Behavioral

Center (hereinafter referred to as "Contractor").



WITNESSETH:



WHEREAS, the Government is in need of the services of a Contractor to Rape Prevention

and Education Program in the Territory, which duties and responsibilities are more particularly

described in Addendum I (Scope of Services) attached hereto; and



WHEREAS, the Contractor was selected in accordance with 31 V.LC. § 239(a) (3); and



WHEREAS, the Contractor represents that it is willing and capable of providing such

services; and



NOW, THEREFORE, in consideration of the mutual covenants herein contained, and

intending to be legally bound by this written instrument, the parties hereto do covenant and agree

as follows:



1. SERVICES



The Contractor will provide the services described in Addendum I (Scope of Services) attached

hereto and made a part of this Contract.



2. TERM AND EFFECTIVE DATE



The term of this Contract shall be from October 1, 2023 to March 31, 2024. Upon the date of

execution of this Contract by the Commissioner of the Department of Property and Procurement,

this Contract shall become effective for the Term set out herein.



3. COMPENSATION



The Government, 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 Forty-Nine

Thousand Nine Hundred Fifty-Nine Dollars and Zero Cents ($49,959.00) in accordance with

the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this

Contract.



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4. TRAVEL EXPENSES



Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the

Government agrees to pay documented transportation, subsistence, lodging and other travel

expenses, while in travel status, for trips which have been authorized in writing, in advance, by the

Government. These costs shall be advanced or reimbursed on the same basis as is applicable to

non-contract employees of the Government, or as agreed to by an addendum to this Contract,

however, said costs and expenses shall not exceed N/A ($ N/A).



5. RECORDS



The Contractor when applicable, will present documented precise records of time and/or money

expended under this Contract.



6. PROFESSIONAL STANDARDS



The Contractor agrees to maintain the professional standards applicable to its profession and to

consultants doing business in the United States Virgin Islands.



7. DOCUMENTS, PRINTOUTS, ETC.



All documents, 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.



8. LIABILITY OF OTHERS



Nothing in this Contract 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, 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 the Government.



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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.



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, 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

of the terms, conditions or provisions of this Contract, but the same shall be strictly limited and

restricted to the extent and occasion specified in such signed writing or writings.



14. ENTIRE AGREEMENT



This 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, 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. Government will immediately notify the Contractor in

writing in the event that it elects to exercise its right to withhold.



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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 and Procurement.



17. TERMINATION



Either party will have the right to terminate this Contract with or without cause on thirty (30) days

written notice to the other party 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 thirty (30) 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 the period of the thirty (30) day notice.



19. NON-DISCRIMINATION



No person shall be excluded from participating in, be denied the proceeds of or be subject to

discrimination in the 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:



(1) 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

Islands Code, pertaining to conflicts of interest, including the penalties

provision set forth in section 1108 thereof:



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(ii) not made, negotiated or influenced this Contract, in its official capacity;

and

(iii) no financial interest in the Contract as that term is defined in section

1101(1) of said Code chapter.



21. 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 Islands 00802



Justa E. Encarnacion, RN, BSN, MBA/HCM

Commissioner



Department of Health



1303 Hospital Ground, Suite 10



St. Thomas, VI 00802



CONTRACTOR



Jessica Whyte, MA, NCC



President



The Whyte Corporation, LLC d/b/a J.W. Behavioral Center

9150 Estate Thomas, Suite 210



St. Thomas, VI 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.



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24, DEBARMENT CERTIFICATION



By execution of this contract, the contractor certifies that it is eligible to receive contract awards

using federally appropriated funds and that it has not been suspended or debarred from entering

into contracts with any federal agency. The Contractor shall include this provision in each 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 performed 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.



25. 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. Contractor

acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin

Islands law.



26. 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. Contractor acknowledges that making

such a false, fictitious, or fraudulent claim is a federal offence.



27. HIPAA COMPLIANCE



Parties agree to respect and abide by all federal, state and local laws pertaining to confidentiality

with regard to all information and records obtained or reviewed in the course of providing services

under this Agreement and all federal rules under the Health Insurance Portability and

Accountability Act (HIPAA) governing the privacy, security and use of protected health

information.



28. INSURANCE

Contractor shall maintain the following insurance coverages during the term of this Contract



(a) COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a

form acceptable to the Government, on a “per occurrence” basis with a minimum limit

of not less than one million dollars ($1,000,000.00) for any one person per occurrence

for death or personal injury and one million dollars ($1,000,000.00) for any one

occurrence for property damage. Insurance policy(ies) shall name the Government of the

Virgin Islands as the certificate holder and additional insured via an endorsement. _



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(b) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to

the Government, which covers the services being performed under this Contract, with

policy limits of not less than one million dollars ($1,000,000.00) per claim. The

Government shall be listed thereon as a certificate holder.



(c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the

Government Insurance Fund or other form of coverage.



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.



The Parties have hereunto set their hands on the day and year as set forth below.



GOVERNMENT OF THE VIRGIN ISLANDS



Date: F-/¥2OR4A



K——felp__ Date: 11/3/2023

ep tisaM ejandro Commissioner Designee-



Department of Property and Procurement



2 eROROR



OLZEe. bi Li CC. Date: OU f4 UIP b 2S,

Alessica Whyté, President y

The Whyte Corporation, LLC d/b/a J.W. Behavorial Center



APPROVED AS TO LEGAL SUFFICIENCY

DEPARTMENT OF JUSTICE BY: jg) pu Zifphen ean (Chroot Fen Date 11/2/23



Assistant Attorney’ Géniétal



PURCHASE ORDER NO. _ 19890



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