OPCMR EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS DEPARTMENT OF PROPERTY & PROCUREMENT CONTRACT NO.: P079DOHT22 DATED: March 15, 2022 EXERCISE OF RENEWAL OPTION No.1 Contractor Description of Scope of Work/Services Nicole- Lynn King Richardson, Member King & King Law, P.C. 5043 Norre Gade, Suite 2 P.O. Box 9768 St. Thomas, V.I. 00802 To act as legal counsel in medical malpractice cases, for private health care providers, that have medical malpractice coverage through the self- insurance program administered by the Government of the Virgin Islands through the Department of Health. Pursuant to the renewal option provision of Contract No. P079DOHT22, and subject to the appropriation and allotment of necessary funds, notice is hereby given that the Government of the U.S. Virgin Islands, Department of Health exercises its option to renew and does hereby renew the aforementioned Contract for the period March 15, 2023 to March 14, 2024, at the stipulated cost therein. All the terms, covenants, and conditions of the contract affected shall continue in full force and effect. A facsimile, electronic or digital signature on this form shall be deemed an original and binding on the Parties hereto. Please acknowledge receipt and acceptance hereby signing and returning the original to: The Department of Property and Procurement 8201 Subbase, Suite 4 St. Thomas Virgin Islands 00802 _________________________________________________________________________________ ACKNOWLEDGMENT & ACCEPTANCE: GOVERNMENT OF THE VIRGIN ISLANDS ___________________________ _______________________________ Nicole-Lynn King- Richardson, Esq. Justa E. Encarnacion, Commissioner King & King Law, P.C. Department of Health Member Date: _____________ Date: _____________ ____________________________________ Date: _____________ Lisa M. Alejandro, Acting Commissioner Department of Property & Procurement 03/30/2023 Approved pursuant to Section 7.b. of Executive Order No. 477-2016 5/2/2023 CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 1st day of _ April , 2022 , 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 Health (hereinafter referred to as "Government or DOH") and King & King Law, P.C. (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of a Contractor, to act as legal counsel in medical malpractice cases, for private health care providers, that have medical malpractice coverage through the self-insurance program administered by the Government of the Virgin Islands through the Department of Health. The duties and responsibilities of the Contractor are outlined in Addendum I (Scope of Services) attached hereto; and WHEREAS, pursuant to 27 V.I.C. § 166e(g)(2) the Commissioner of the Department of Health is authorized to provide defense counsel for health care providers insured under the Department of health self-insurance risk management program; and WHEREAS, the Commissioner of the Department of Health is exempt from competitive bidding for the acquisition of risk management services See, 27 V.I.C. § 166e(h); and WHEREAS, Contractor was selected under 31 V.I.C. § 239(a)(8); 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 March 15, 2022 to March 14, 2023. Upon the date of een of this Contract, by the Commissioner of Property and Procurement, this Contract shall ecome effective for the Term set out herein. The Government in its sole discretion, shall have the 1 Contract No. _PQO79DOHT22 Contractor’s Initials: Ne OPCMR option to renew this Contract for a period of two (2) additional one year each 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 FOUR HUNDRED AND FIFTY THOUSAND DOLLARS AND NO CENTS ($450,000.00) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this contract. 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. 5. RECORDS The Contractor shall present monthly reports of the precise documented records of time and/or money expended for costs 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. The Contractor affirms that all attorneys who will perform work under this Contract are duly licensed to practice law in the Virgin further affirms that it will abide by all applicable rules of professional responsibility, including all applicable provisions of confidentiality, during the term of this Contract. Contractor shall provide a Certificate of Good Standing to practice law in the U.S. Virgin Islands. Contractor is responsible for all professional fees relating to any licensure in the Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. Contract No. PO79DOHT22 Contractor’s Initials: Nee ea a <5 a 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. 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 such claims that are caused by the 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, be valid or of any force or effect unless made in writing, authorized representatives, and specifying with particul modification or amendment. Any such waiver, modi instances shall in no event be construed to be a general of the terms, conditions or provisions of this Contrac restricted to the extent and occasion specified in such or provision of this Contract shall signed by the parties hereto or their duly arity the nature and extent of such waiver, fication or amendment in any instance or waiver, modification or amendment of any t, but the same shall be strictly limited and signed writing or writings. 3 Contract No. PO79DOHT22 Contractor’s Initials: NIU OPCMR 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. 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 sixty (60) 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 sixty (60) 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 sixty (60) day notice. 4 Contract No, PO79DOHT22 Contractor’s Initials: ve 19. NON-DISCRIMINATION OPCMR No person shall be excluded from discrimination in the performance o disability or national origin. participating in, be denied the proceeds of or be subject to f this Contract on account of race, creed, color, sex, religion, 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; (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 Anthony D. Thomas, MBA Commissioner of the Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Justa Encarnacion, RN, BSN, MBA/HCM Commissioner of the Department of Health 1303 Hospital Ground — Suite 10 St. Thomas, VI 00802 Contract No. PO79DOHT22 Contractor’s Initials: vil m Oo. CONTRACTOR Nicole- Lynn King Richardson, Member King & King Law, P.C. 5043 Norre Gade, Suite 2 P.O. Box 9768 St. Thomas, V.I. 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, II, and III attached hereto are a part of this Contract and are incorporated herein by reference. 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. Contract No. PO79DOHT22 Contractor’s Initials: whl 26. INSURANCE { m " ey OPCMR Contractor shall maintain the following insurance coverages during the term of this Contract (a) COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a form (b) (c) 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. 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. WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 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. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upo:: ine Parties hereto. Contract No. PO7YQDOHT22 Contractor’s Initials: nye OPCMR IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS er sr MET Le. Let hi Za 7 a acion, Commissioner nt of Health Heaclpln. A ree dha». Chava 4/1/2022 / Anthony(D/ Thomas, Commissioner Date Department of Property and Procurement CONTRACTOR 3) 2afa- Date J Chris Richardson Sr Nicdle-L¥hn King- q King & King Law, P.C Member (Corporate seal, if Contractor is a corporation) APPROVED AS TO LEGAL SUF DEPARTMENT OF JUSTICE BY PURCHASE ORDER NO Contract No. PO79DOHT22 Contractor's Initials Vi”