CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made this
_______
day of
, 20, in the Territory of the
Virgin Islands, by and between the GOVERNMENT ofthe Virgin Islands, Department ofProperty
and Procurement, on behalf of the Department of Human Services (hereinafter referred to as
GOVERNMENT) and ScriptGuideRX, Inc. (hereinafter referred to as “Contractor”).
WITNESSETH:
VHEREAS, the GOVERNMENT is in need of the services of a Contractor to provide
pharmacy benefits management services for its Pharmaceutical Assistance Program (PAP) which
duties and responsibilities are more particularly described in Addendum I (Scope of Services)
attached hereto; and
WHEREAS, Contractor performed work under contract no. POO5DOHC 18, which expired
on December 27, 2019, and Contractor has continued to perform uninterrupted service under 31
V.I.C. § 239(a)(8); 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
Upon the execution ofthis Contractby the Governor of the U.S. Virgin Islands the Contract shall
be effective for a Term beginning from December 28, 2019 to December 31, 2020. The
GOVERNMENT in its sole discretion, shall have the option to renew this Contract for a period of
two (2) additional one (1) year 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 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 One Million
and 00/100 Dollars ($1,000,000.00) in accordance with the provisions set forth in Addendum II
(Compensation) attached hereto and made a part of this contract.
Contract No.
_______________________________
Contractor’s initials: Jj_’
28th
December
19
P087DHST20
ScripiGuic/c/?\, bc..
U 17 Deportment of /JUm(ln ,Ser,c.s PS’( 2020
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. br 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
(S 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. DOCUv1ENTS, 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 constrLled to impose any liability upon the GOVERNMENT to
persons, firms. associations, or corporations engaged
by Contractor as servants. agents. or
independent contractors, or in an’ other capacity whatsoever, or make GOVERNMENT liable to
aii’ such persons, lirms 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 undeu this Contract without
the prior written consent of’ the GOVERNMENT.
10. INDEMNIFICATION
2
/:
Coniiact No.
C’ontiactor’s IniiijIs: /
(,.,_
P087DHST20
SL’u1p/(Jun/e/?., Inc
Gil Department of I/union S(’rcices />S( 2020
Contractor agrees to indeninif’. defend and hold harmless Government fiom and against any and
a!
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
Govern iii ciii.
11. I NDEPENI)ENT 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
I. Jnited States Virgin Islands and .1 urisdiction
shall remain in the United States \‘ i rgi n Islands.
13. WAIVERS AN1) AMENI)MENTS
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 he a general waiver, modification or amendment of any
of the terms. conditions or provisions of this Contract. but the same shall be strictly
I ni itecl and
restricted to the extent and occasion speci fled 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 WITHIIOLI)
lfwork under this Contract is not perlormed 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
.3
Contract No.
Contiacors Initials:
______________
P087DHST20
.SLr/pIGuh/eR.\. Inc.
II Dcpuiiincni / Iluniun .Seiice.c /‘.S( 2020
mmcd iatelv noti \
the Contractor in writing in the event that it elects to exercise its right to
v ithhold.
No such ‘ ithholdinu or appi cation shall be made by GOV ERNM EN] ii and vhi Ic Contractor
wves satislictorv assurance to GOVERNMENT that such claims vill be paid by Contractor or its
insurance carrier.
i ‘applicable in the event that, such contest is not successt’uI
16. (‘ONDITIO PRECEI)ENT
This Contract shall be subject to the availability and appropriation of funds and to the approval of
the Governor,
17. 1’ERi\IINATION
Either party will have the right to terminate this Contract with or without cause on ninety (90) das
written notice to the other party speci fing the (late ol’ termination.
18. PRTIA1, TER’1INAT1ON
The performance of vouk under this Contract may be terminated by the GOV ERN M EN’)
. in part.
whenever the GOVERNMENT shall deem such termination advisable by providing ninety (90)
days written notice to the Contractor. This partial termination shall be elThcted by deli ering to the
Contractor a Notice of Partial Term i nation spec lvi ng the extent to which the terin and/or (hit ies
under this C’ontract are terminated and the (late upon which such termination becomes el’l’ective.
The Contractor shall be entitled to receive payment for services provided to the date ol 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 or be subject to
discrimination in the perlormance of this Contract on account of race. creed, color, sex. religion.
(lisabilit
or national origin.
20. CONFIJ CT OF INTEREST
a)
Contractor covenants that it has no interest and vi II not acquire any interest direct or
indirect, which would conli ict in any manner or degree vi th the perloriince of
services required to be perlormed under this C’ontract.
b)
Contractor l’urther covenants that it is:
I )
not a territorial oflicer or employee (i.e.. the Governor. Lieutenant ( rovernor.
member of the Legislature. or any other elected territorial official: or an of licer
or
emplo’ee
of
the
legislative,
executive
or
judicial
branch
of
the
I—
4
i
i_—
Contract No.
Contiactous liutiats:
_
L__
P087DHST20
.Sri,( ;Ufl/LR.\,
Ui 1 I)epuiJm’iil of I/uiowi .Seiv,cc’. P.S( 202(1
GO\’LRNM EXT
or
an
agency,
board.
commission
or
independent
nstrumenial liv of the GO\’LRNM LXI
- vhethev compensated on a salary. fee
or contractual basis): or
(2)
a territorial officer oi employee and. as such. has:
(i )
familiarized itself with the provisions of Title 3. Chapter 37 of the Virgin
Islands Code. pertaining to confli cts of interest, including the penalties
provision set forth in section 1108 thereo 1’:
(ii)
not made. negotiated or influenced this Contract. in its offlcial capacity:
(iii)
no financial interest in the Contract as that term is deflned in section
11 01(1) of said Code chapter.
21. N()’[IC1
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 dehvered. addressed to the
P’t ies as ftI lows:
GO\’ FRNM EN’I’
Anthony I). Thomas
Com missioner
Department of Property and Procurement
8201 Sub Base. Suite 4
Si. Thomas Virgin Islands 00802
Kimberley Causey—Gomez. Commissioner
Department of Ii oman Services
3011 Estate Golden Rock
Christ i a nsied. VI 00820
CONTRAC’[OR
Ime Ekpenyong
Chief Executive Officer
ScriptGuicleRX. Inc.
15400 E. .IeHerson .•\ venue.
Grosse Poi nie Park. MI 48230
22. I,I(’ENSURE
Ihe 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 \‘irgin Islands Code: and
Contraci No.
Coniinctors Initais: /
P087DHST20
.S1//unn/e/?.\. fuc.
-
U 1/ Dejiiriiiieiii of /Imiiuii .Strik /‘,S( 2021)
(b)
fitmi I iarized itself \ ith the applicable provisions of Title 27 of the Virgin Islands Code
pertaining to professions and occupations.
23. OTHER PROVISIONS
Addenda I. II and III and Exh hit A attached hereto are a part of’ this Contract and are incorporated
herein 1w reference.
24. I)EHARMENT 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
i ncltide this provision in each of its
subcontracts hereunder and shall Furnish its subcontractors with the current “lIST OF P ARTI ES
EXCLUDEI) FRO\l FEDERAL PROCUREMENT OR NON-PROCUREMENT”.
In the event
the Contractor or an subconiractor misrepresents its eligibility to receive contract awards using
l’ecleral funds, the C’ontractor or subcontractor agrees that it shil I 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 GOVERNM ENT of the \‘irgin Islands fur 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 GO\’ ERNi\ I ENT
ol’ the Virgin Islands.
or any officer department.
board.
commission. or other agency thereoL knowing such claims to be false. fictitious or fraudulent.
Contractor acknowledges that making such a false. fictitious or f’raudufent claim is an offence
under Vi rgi n Islands law.
26. NOTICE OF FEI)ERAL FUNDIN(;
Contractor acknowledges that this Contract is funded. in whole or in part. by f’edcral 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 ii federal offence.
27. INSURANCE
Contractor shall maintain the following insurance coverages during the term of’ this Contract
(a)
CONl I ERCIAL (INN ERAL LI ,\I3I LITY : Commercial general
I iabi I itv insurance, in a
form acceptable to the (3()V ERN I ENL on a “per occurrence
basis vi th a minimum
6
/1/—
Contract No.
Contractor’s Initials:
/
L
P087DHST20
SciipiGuide/?.\. Inc.
C;
/
J I /nnicni ,S•civice. /‘.SC YL’()
limit of not less than one mi I ion dollars ( 1 .000.000.00) fl.r anyone per occurrence br
death or personal injury and one
11
I ion do liars ( $ 1 .000.000.00) lbr any one occurrence
for properly damage. Insurance pol icy( ies) shall name the GOVERN M ENI’ of’ the Virgin
Islands as the certi licate holder and additional insured via an endorsement.
(b)
PROI”ESSI ONA I. LIABI I flY: Prolèssional
I iabi lily insurance, in a Form acceptable to
the (1OVERNMENT. which covers the services being perbormed under this Contract,
with policy limits of’ not less than one mill ion dollars ($1 .000.000.00) per claim The
GOVERNN lENT shall be
I isteci thereon as a cerli ficate holder.
(c)
\VORKERS’ COy1PIENSA’1’bO: Contractor shall supply current coverage under the
GOVERNMENT Insurance Fund or other ibrm of’ coverage.
IN \VITNESS \V1-IEREOF. the parties have hereunto set their hands on the day and year
Ii rst above ri tten.
7
Contract No.
Contractors Imtials:
—
P087DHST20
ScripiGiin/eK\. Inc.
Gil Depouinient of I/moon Service RSC 2021)
WITNESSES:
GO\’ERNMENT OF TIlE VIRGIN ISLANI)S
1.l,a,_Goez’(:oymissioner
Date
Department of I luman Services
__________________
b
__________
7/18/2020
nthonhomas, Commissioner
Date
m Department oF Properly and Procurement
/
CONTRACTOR
k’oig.iel’xecut
ce r
Ime E
l)ate
ScriptGuidcRX. Inc.
(Corporate seal. ii’ Contractor is a corporation)
APPROVED:
_______________________
Date:
____________
Honorable Albert BranJr.
GOVERNOR OF THE VIRGIN ISLANDS
APPRO\’ED AS TO LEGAL SUFF
DEPARTMENT OF .IUSTICE
_________
_______-
7/23/2020
PURCI-IASE ORDER NO.
S
Coitiact No.
_____________________________
Conuactors li11ialS:
_______
P087DHST20
8-31-2020