OPCMR EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS DEPARTMENT OF PROPERTY & PROCUREMENT CONTRACT NO.: P180DHST22 DATED: September 30, 2022 EXERCISE OF RENEWAL OPTION #1 Contractor Description of Scope of Work/Services Public Consulting Group LLC 621 Capital Mall, Suite 14225 Sacramento, CA 95814 Provide Project Management and Health Information Exchange (HIE) technical services to assist the Government in the implementation of its territorial HIE to be known as the Virgin Islands Health Information Exchange (VIHIE). Pursuant to the renewal option provision of Contract No. P180DHST22, 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 Human Services exercises its option to renew and does hereby renew the aforementioned contract for the period October 1, 2022 to September 30, 2023, 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 Contract shall be deemed an original and binding upon the Parties hereto. Please acknowledge receipt and acceptance hereby signing and returning to: The Department of Property and Procurement Sub Base, Building 1, 3rd Floor St. Thomas, USVI 00802 ____________________________________________________________________________________ ACKNOWLEDGMENT & ACCEPTANCE: GOVERNMENT OF THE VIRGIN ISLANDS _____________________________ _________________________ Mitchell Dobbins, Practice Area Director Kimberley Causey-Gomez, Commissioner Public Consulting Group LLC Department of Human Services DATE: _____________ DATE: _____________ ____________________________________ DATE: ______________ Anthony D. Thomas, Commissioner Department of Property & Procurement 10/12/2022 01/12/2023 1/13/2023 Renewal Option to P108DHST22 PSC Department of Human Services OPCMR and Public Consulting Group LLC CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this_30th day of September , 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 Human Services (hereinafter referred to as “Government") and Public Consulting Group LLC (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide Project Management and Health Information Exchange (HIE) technical services to assist the Government in the implementation of its territorial HIE to be known as the Virgin Islands Health Information Exchange (VIHIE), which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Government solicited the services under RFP No.010-T-2021(P); 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 Project Management and Health Information Exchange Technical Assistance as described in Addendum I (Scope of Work) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE The term of this Contract shall be from December 1, 2021 to September 30, 2022. Upon the date of execution of this Contract by the Governor of the U. S. Virgin Islands, this Contract shall become effective for the Term set out herein. The Government in its sole discretion, shall have the l RFP No.010-T-2021(P) Contractor’s Initials: Contract No. P180DHST22 ID— PSC Department of Human Services OPCMR and Public Consulting Group LLC option to renew this Contract for two (2) one-year terms subject to the terms noted herein, by providing the Contractor with thirty (30) 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 Work), agrees to pay Contractor a sum not to exceed One Million Fifty Thousand and 00/100 Dollars ($1,050,000.00) 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 -NAA-€5-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. RFP tooo TT BODHST22 Contractor’s Initials: \ es Contract No. PSC Department of Human Services and Public Consulting Group LLC 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 abovedescribed 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. 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. RFP No.010-T-2021({P) Contractor’s Initials: \ IS Contract No. P1BODHST22 PSC Department of Human Services OPCMR and Public Consulting Group LLC 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 RFP No.010-T-2021(P Contractor’s Initials: Contract No. P'1 80DHST22 IHS— PSC Department of Human Services OPCMR and Public Consulting Group LLC 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 Governor. 17. TERMINATION Either party will have the right to terminate this Contract 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 Contract may be terminated by the Government, 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 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 he entitled to receive payment for services provided to the date of termination, including payment for the period of the Ninety (90) day notice. RFP No.010-T-2021(P) Contractor’s Initials: \ IS Contract No. P18ODHST22 PSC Department of Human Services OPCMR and Public Consulting Group LLC 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; (il) 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: RFP No.010-T-2021(P Contractor’s Initials: Contract No. P1 80DHST22 +S— PSC Department of Human Services and Public Consulting Group LLC 22. LICENSURE The Contractor covenants that it has: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Kimberley Causey-Gomez Commissioner Department of Human Services 3011 Estate Garden Rock Christiansted, Virgin Islands 00820 CONTRACTOR Mitchell Dobbins, Practice Area Director Public Consulting Group LLC 621 Capitol Mall, Suite 1425 Sacramento, CA 95814 OPCMR (a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise (b) as required by Title 27 of the Virgin Islands Code; and familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. RFP No.010-T-2021(P) Contract No. P180ODHST22 Contractor’s Initials: i tas PSC Department of Human Services OPCMR and Public Consulting Group LLC 23. OTHER PROVISIONS Addenda | and II 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. 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 RFP No.010-T-2021(P) Contractor’s Initials: \ I, Contract No. P18ODHST22 PSC Department of Human Services OPCMR and Public Consulting Group LLC 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, 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. (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. 28. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. RFP No.010-T-2021(P Contractor’s Initials: Contract No, P1 8ODHST22 tI)— PSC Department of Human Services OPCMR and Public Consulting Group LLC WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS Laura Diane Dent pg Gog nue) 9/26/2022 os Kimberley Causey-Gomez, Commissioner Date Department of Human Services 9/27/2022 tele line ab Manica ththy 0 Cobre Anthon¢D.. Thomas, Commissioner Date Department of Property and Procurement WITNESS CONTRACTOR * 9/26/2022 WY Mitchell Dobbins, Practice Area Director Date Public Consulting Group LLC (Corporate seal, if Contractor is a corporation) APPROVED pee ON onorable Albert’B Q tha 1 Date: _Yaepu GOVERNOR OF THE U.S. VIRGIN ISLANDS APPROVED AS TO LEGAL SUFF DEPARTMENT OF JUSTICE BY PURCHASE ORDER NO 10 RFP No.010-T-2021(P) Contract No. P1BODHST22 Contractor’s Initials 4 >