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



THE DEVEREUX FOUNDATION OF TEXAS

120 David Wade Drive

Victoria, Texas 77902-5000

and

1150 Devereux Drive

League City, Texas 77573



PNIKNNCLREP

Table of Contents



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2. TERM woo. cccccccccccccessessessesssssssnnccaceeececeeeccceccesescssessescrsvesttssittssceccesecees 1

3. COMPENSATION .00....ccccccccccccccccccccccccccceesceseeceevertettttetttstsstsscecseseseceeeeees 1

4. TRAVEL EXPENSES 00000...cccciccceececsecccccccecececceccccecescessessssestrtestttssececeecess Z

5S. RECORDS 0.00... eccccccccccccccccccccacsscecessesessseecesesecsescessessssssccsessstttteteesseeees 2

6. PROFESSIONAL STANDARDS .0.....occccceccsecccccccccccccccccececceccssssseseteseees 2

7. DOCUMENTS, PRINTOUTS, ETC. 200.......cccccccc ccc cccceccccccccccceeesecccccccuteeees 2

8. LIABILITY OF OTHERS 0000.0. c cece ccccecccssesseeeecstrtrsssstscccecsecscceseeeseseeees 2

9. LIMITATION OF CONTRACTOR LIABILITY ..............ccccccccccsseceeeeceeees 3

10. INDEMNIFICATION ..0....cccecccccccecccscccccccccccccececccececsecessessesessrttttsscccececees 3

11. LICENSURE AND PERMITS wooo cccccccccccccccccccccsssescseesecetevseceeseseecececs 3

12. INSURANCE..........0..ccccecccccccesssssssssccnccccceccceeecececceseseeecererectstesststttsececsecess 4

13. INDEPENDENT CONTRACTOR 00000o.ooccc ccc cccccccccecesesecceeececetstttssssceceeseecs 5

14. GOVERNING LAW .000oo occ cccccccccceccssssesseesececeeccececececssssesssasssssessscesseeseececee |

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18. RIGHT TO WITHHOLD... oooocc cocci eeececcccccccseececccceeustecccccssseueseescecccesees 6

19. CONDITION PRECEDENT 00000... cceecccccecccccceececceecccccueeececsusseeseceuecess 6

20. TERMINATION (0000... cccceeccccccccuceescecccceccuseececesseeuseeesessssssseeeeeeesessaans 6

21. PARTIAL TERMINATION .0000...ocec cc cccecccccceseccccceeecccceeseccsuscccesseeeseceeeecs 6

22. NON-DISCRIMINATION......000...ccccccccceeecccccececcceeececcucceccueeccsseseeccceaeeeess 7

23. CONFLICT OF INTEREST ....00....oocec cc ceeccccceeeccccccececccececsuaecceceuseeseceueeeses 7

24. EFFECTIVE DATE 00000... .ccccccccecccccccecccccsseecccuecececuucecceceececaaeccecautsececeueeeecs 7

25. NOTICE... ccecccccccccssseeccccesessecccccccssessceeccessuuaescececeuuascececeeeuateeteeesersaaes 8

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27. WAIVER AGAINST LIENS 200000. .0cccc cece ccc ccseeccccueccccusecccccusceceutstecceaeeeees 9

28. DEBARMENT CERTIFICATION ...0... coco ceecceeecccescccscceaecceeaecceaeess 9

29. FALSE CLAIMS 2.0.0... cccccccccccceecccceecccusccueccsuuccsuucccucceuseceneeceeaesensers 9

30. NOTICE OF FEDERAL FUNDING ........o eee cceeeccnsecceteecceceeees 9

31. OTHER PROVISIONS 000... .o.c ccc ccec cc ccecccsecccuecccuscccuccensecenecectesecneeeees 9



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po2sonseas

CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT is made this _| ot day of VY , 20 17 , inthe

Territory of the Virgin Islands, by and between the Government ofthe Virgin Islands,

DEPARTMENT OF PROPERTY AND PROCUREMENT, on behalf of the

DEPARTMENT OF HUMAN SERVICES, Knud Hansen Complex-Building A,

1303 Hospital Ground, St. Thomas, Virgin Islands 00802, (hereinafter referred to as

"Government") and THE DEVEREUX FOUNDATION OF TEXAS, 120 David

Wade Drive, Victoria, Texas 77902-5000 and 1150 Devereux Drive, League City,

Texas 77573 (hereinafter referred to as "Contractor") and is executed pursuant to the

terms and conditions set forth herein.



WITNESSETH:



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

provide residential treatment services for minor wards of and/or adults referred by the

Government, which duties and responsibilities are more particularly described in

Addendum I attached hereto; and



WHEREAS, the Contractor represents owns and operates a residential

treatment facility for children and adults, licensed by the State of Texas as such, and

is willing and capable of providing such services;



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



Upon the execution of this contract by the Governor of the U.S. Virgin Islands,

this contract shall be effective from October 1, 2015, and shall terminate on September

30, 2018. The Government reserve’s the right to renew this Contract for two (2)

additional one (1) year periods.



3. COMPENSATION

The Government, in consideration of the satisfactory performance of the

services described in Addendum I (Scope of Services), agrees to pay a total amount not to



exceed SEVEN MILLION SIX HUNDRED FIFTY THOUSAND EIGHT

HUNDRED TWENTY FIVE and 00/100 ($7,650,825.00) DOLLARS, in



Contract No. PoOzéenKSC 17 Contractor’s Initials: Ee

Contract for Professional Services



Government of the Virgin Islands Department of Human Services

The Devereux Foundation, Texas



Page 2



accordance with the provisions set forth in Addendum II (Terms of Compensation)

attached hereto and made a part of this contract.



4. TRAVEL EXPENSES



The cost of any travel and/or transportation costs of the Contractor and/or its

agents, inside the Virgin Islands, and/or the shipping or transportation of any

equipment, material, or supplies, required for preparing for and/or providing the

services of the Contract, shall not be included within the compensation amount

indicated in Paragraph 3 above.



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 his

profession and to consultants doing business in the United States Virgin Islands and

in the state of Texas in which Contractor is duly licensed to provide the services

described and agreed to herein.



7. DOCUMENTS, PRINTOUTS, ETC.



All documents, books, records, instructional materials, programs, printouts

and memoranda of every description derived from 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.



In performance of this Agreement, and any Addenda hereunder, 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. 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.



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



Contract No® O2é60HSCi7 Contractor’s initials AL

Contract for Professional Services



Government of the Virgin Islands Department of Human Services

The Devereux Foundation, Texas



Page 3



the acts, omissions, liabilities, obligations and taxes of Contractor of whatsoever

nature, including but not limited to gross receipts, unemployment insurance and social

security taxes for Contractor, its servants, agents or independent contractors.



9. LIMITATION OF CONTRACTOR LIABILITY



(a) Contractor’s liability to the Government under or relating to this Contract shall

be limited to actual damages and shall in no event exceed SIX MILLION AND

00/100 DOLLARS ($6,000,000.00), and in no event shall Contractor be liable

to the Government for any indirect, special, incidental, exemplary or

consequential damages (including, without limitation, lost profits or good will)

related to this Contract.



(b) The limitation of liability provided for in this subsection (a) of this Section shall

not apply in the event of gross negligence, reckless conduct, or willful

misconduct on the part of Contractor, its employees, agents, or subcontractors,

which event of gross negligence, reckless conduct, or willful misconduct shall

include, but in no way be limited to, or by, the following:



1) Transmission of communicable diseases;



2) Sexual misconduct;



3) Acts performed while under the influence of alcohol, narcotics,

Hallucinogenic agents, or which results from substance abuse; and



4) Personal injury caused by or incurred at the direction of Contractor, it

employees, agents, or independent contractors, where Contractor, its

employees, agents, or independent contractors, knew or should have

known that their action, or inaction, would result in such injury.



10. INDEMNIFICATION



Contractor agrees to investigate, defend and hold harmless Government from

and against any and all loss, damage, liability, claims, demands, detriments, cost,

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. LICENSURE AND PERMITS



The Contractor covenants that it has familiarized itself with the applicable

provisions of Title 27 of the Virgin Islands Code pertaining to professions and

occupations, and has obtained all of the applicable licenses or permits, temporary or

otherwise, as may be required by the state in which services are provided.



po2s6nnseay _ RE

Contract No. Contractor’s Initials:

Contract fer Professional Services

Government of the Virgin Islands Department of Human Services

The Devereux Foundation, Texas



Page 4



12. INSURANCE



(a)



(b)



(c)



(d)



(e)



(f)



Contract No



Contractor agrees to procure and provide evidence of the following

insurance policies in the amount and with the type of coverage shown

below:

(1) Compliance with 24 V.LC. §273 requiring employer

contributions to the Workers Compensation Insurance Fund.

(2) Commercial General Liability insurance on an “Occurrence

Basis” with limits of liability not less than $5,100,010.00 per

occurrence with the Government as an additional named

insured.

(3) Motor Vehicle Liability, including No-Fault coverage, with

limits of liability not less than $500,000 per occurrence with

' the Government as additional named insured. Coverage shall

include all non-owned vehicles and, all hired vehicles.

(4) Professional Liability insurance in a form acceptable to the

Government with a limit of not less than $5,100,010.00 per

occurrence.



Contractor warrants that during the term of the Contract it shall comply

with the above-listed insurance requirements and maintain the above-

listed insurance policies is the amount and type of coverage indicated.

The Government acknowledges that any AAA rated insurance carrier

shall be acceptable.



This Contract is subject to Contractor providing the Government with a

Certificate of Insurance evidencing the Commercial General Liability,

Motor Vehicle Liability, and Professional Liability Insurance coverage

described above. Said Certificate of Insurance shall identify Contractor

as the “Named Insured” and the Government as additional “Named

Insured”



If thé policy for any liability insurance described above is on a claims-

made basis, the policy shall be acceptable provided that Contractor

submit with the applicable Certificate of Insurance documentation

evidencing as extended reporting endorsement (tail) for a period of not

less than three (3) years after the end of the Contract term.



Evidence of insurance of documenting the required coverage under this

Contract shall be provided to the Government prior to the

commencement of services under this Contract. If the insurance is on a

claims-made basis and evidence of an extended reporting endorsement

is not provided prior to the commencement of services, all payments

under this contract shall be withheld until evidence of the extended

reporting endorsement is provided to the Government.



The policies evidencing required insurance shall also contain an

endorsement to the effect that any cancellation or material change

adversely affecting the Government’s interest shall not be effective until



' e 92 ennser? Contractor’s Initials: 7a

Contract for Professional Services



Government of the Virgin Islands Department of Human Services

The Devereux Foundation, Texas



Page 5



THIRTY (30) days after the insurer of Contractor gives written notice

to the Government. If, during he performance period of this Contract,

and the Contractor changes insurance providers, the Contractor must

provide evidence that the Government will be indemnified to limits

specified in paragraph (a) of this Section, for the entire period of the

Contract, either under the new policy, or a combination of old and new

policies.



(g) Contractor shall insert the substances of this Section, including this

paragraph (g) in all subsection under this Contract and shall require such

subcontractors to provide evidence of and maintain adequate.



At least five (5) days before the commencement of work by any subcontractor, the

Contractor shall furnish to the government evidence of such insurance.



13. 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. The Contractor will act in an independent capacity and not as an officer or

employee of the Government of the U. S. Virgin Islands.



14. GOVERNING LAW



This Contract shall be governed by the laws of the United Stated Virgin Islands

and jurisdiction shall remain in the United States Virgin Islands. 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.



15. ASSIGNMENT



The Contractor shall not subcontract or assign any part of the services under

this contract without the prior written consent of the Government.



16. 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. In the

event of that; the parties agree that changes must be made to ensure the performance



pusci?y Fy

Contract No. P0 26 a Contractor’s Initials:

Contract for Professional Services



Government of the Virgin Islands Department of Human Services

The Devereux Foundation, Texas



Page 6



of work under this Contract, said changes in the scope of work must be made in writing

to the other for an equitable adjustment in compensation or schedule caused by such

material change.



17. 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 or amended, in any manner, except by written

agreement signed by both parties.



18. 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.



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.



19. CONDITION PRECEDENT



This Contract shall be subject to the availability and appropriation of funds and

to the approval of the Governor.



20. 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.



21. 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. 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



Contract No. PO26 DHSeL? Contractor’s Initials: hk

Contract for Professional Services



Government of the Virgin Islands Department of Human Services

The Devereux Foundation, Texas



Page 7



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, provided that the Contractor has performed work specified under the Contract

during that thirty-day period.



22. 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.



23. 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:

(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 any agency, board, commission or

independent instrumentality of the Government, whether

compensated on a salary, fee or contractual basis); or



(ii) a territorial officer or employee and, as such, has:



a. 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;



b. not made, negotiated or influenced this Contract,

in its official capacity;



c. no financial interest in the Contract as that term is

defined in section 1101(1) of said Code chapter.



24. EFFECTIVE DATE



The effective date of this Contract is upon the signature of the Governor of the

United Stated Virgin Islands. The Contractor acknowledges and understands that the

Contract is not effective until all requisite Government approvals are received, and the

Contractor shall not begin performing work under this Agreement until notified to do

so by Government’s Department of Human Services that this Contract has been fully

executed. The Contractor is entitled to no compensation for work performed prior

to the effective date of this Agreement.



260HSC1I7

Contract No. id Contractor’s Initials: be

Contract for Professional Services



Government of the Virgin Islands Department of Human Services

The Devereux Foundation, Texas



Page 8



25. 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 Randolph N. Bennett

Commissioner

Department of Property and Procurement

Sub Base, Building No. 1, Third Floor

St. Thomas, VI 00802

Telephone: (340) 774-0830

Fax: (340) 777-9587



Dr. Anita Roberts



Commissioner



Department of Human Services



Golden Rock Office



3011 Estate Golden Rock



Christiansted, St. Croix, Virgin Islands 00820

Attention: Dr. Celia Victor

Administrator Residential Services

Telephone: (340) 774-0930, Ext. 4157

Fax: (340) 777-1028



CONTRACTOR The Devereux Foundation, Texas



1150 Devereux Drive

League City, Texas 77573



Attention: Pamela E. Reed, Executive Director

Telephone: (281) 335-1000

Fax: (281) 554-7447



26. PUBLICTY



No publicity, including press releases, interviews, bulletins, or articles in any

public medium concerning this Contract, its terms, execution, implementation, or

results, can be released without approval of the Government. Provided, however,

upon the signing of this Contract by all parties hereto, the terms of the Contract

become available to the public pursuant to Virgin Islands law. 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 Contract.



All information received that is the subject of this Contract, including

copyrighted material, is deemed public information and will be made available for

public viewing and copying shortly after the signing of contracts. The sole exceptions

to this are as follows: (1) trade secrets meeting the requirements of Federal Trade

Secrets laws that have been properly marked, separated, and documented; and 4 any



o2é60usei?



Contract No. 4 Contractor’s Initials:

Contract for Professional Services



Government of the Virgin Islands Department of Human Services

The Devereux Foundation, Texas



Page 9



Contractor financial information requested by Government to determine Contractor’s

responsibility, unless prior written consent has been given by the Contractor.



27. WAIVER AGAINST LIENS



The Contractor shall provide waivers from all Sub-Contractors certifying that

the Sub-Contractors have been paid in full for all services rendered hereunder.



28. 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. If, during the term of this

Contract, the contractor shall become ineligible to receive contract awards using

federal funds, this contract shall be terminated forthwith for cause and the contractor

shall not be entitled to payments for any work performed under this contract or sub-

contract after the effective date of such ineligibility.



29. 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.



30. 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.



31. OTHER PROVISIONS



Addendum I (Scope of Services), Addendum II (Terms of Compensation), and

0 ?

Contract No. FERECNRS ES Contractor’s Initials: Be

Contract for Professional Services



Government of the Virgin Islands Department of Human Services

The Devereux Foundation, Texas



Page 10



Addendum III (Business Associate Agreement) attached to this Contract are

incorporated into and made part of this Contract. In the event of a conflict between

terms and conditions of the general provisions of the Contract, as set out in Sections 1

through 29 of this Contract, and the terms of provisions of any Addendum or

Attachment to this Contract, the terms and conditions of said general provisions of the

Contract shall prevail.



IN WITNESS WHEREOF, the parties have hereunto set their hands on the

day and year first above written.



WITNESSES: AN TRACTOR



BAa Drow Lo huh teed Ade

ow amela E. Reed, Executive Director Date

at asnraaoad The Devereux Foundation, Texas



(Corporate seal, if Contractor is a corporation)



GOVERNMENT _OF THE VIRGIN ISLANDS



OL SL /2fs [fk

/ - r. Anita Roberts ate

‘ \ : ) Acting Commissioner



Department of Human Services



664 (7

Timothy &. Lake. Date

Acting Commissioner



Department of Property and Procurement



APPROVED:

men) Date: S70 “17



Kenn th E.\Mapp

G RNOR OF THE VIRGIN ISLANDS



APPROVED AS TO LEGAL SUFFICIENCY

DEPARTMENT OF JUSTICE BY: Date: |



( la WN wld | bs



AKG



PURCHASE ORDER NO.



Contract No. P0 26nusci7 Contractor’s Teicha of.