•1)
0 PC MR
CONTRACT FOR PROFESSIONAL SERVICES
‘flITS AGRlEMENT is macic this
day ol’
________
202
, in the ‘I’erritory ofthc Virein
Islands. by and between the Govemmem of the Virgin
Is antis, I)epartmcnt of Property and
Procurement. on behalf of the Department c)i
I Icaith (hereinatier referrcd to as “Government”) and
Pafl’ord Medical Services. Inc. cl/b/a Pafford Medtcal Services (h reinal’tcr referred to as “Contractor’),
W1’I’NESSETFI:
Wil EREAS, the Government is in need of the ser’ic s of a Contractot’ to provide Public
I health Emergency Medical Services in the Government’s
c ngoing response to the COVIL)—19
Pandemic, which duties and responsibilities are more particularly described in Addendum I (Scope of
Services) attached hereto: and
WI IFREAS, the Contractor was selected to perform
e needed services using 31 V.I.C §
239(a)( I ). as 31
V.LC.
236 as suspended for (‘OVID—I ) related acquisitions by Order and
Proclamation dated March 20. 2020: anti
Wil EREAS,
Contractor
provided
the
above-referci ced
services
under
Contract
No.
POO2DOI-lF21 . which expired pursuant to its terms on December 30, 2020: and
VHERKAS,
Contractor
provided
the
above-referenced
services
under
(‘ontract
No.
P0421)01 IT2 1 . which in which the [Thai option to renew cxpir d pursuant to its ternis on April 30.
2021: and
W’lI ERKAS. the Government has a continued need ft•r Public Health Emergency Medical
Services and selected Contractor to continue providing the need xi services using the provisions in 3 I
V.l.C * 239(a)( I): and
vHERI:AS. the Contractor represents that it is willing and capable of providing such services:
anti
NOW. TI IEREFORE.
in consideration of the mutual covenants herein coiitainecl. and
intending to be legally bound by this written instrument, the
tics hereto tIn covenant and agree as
tbIlovs:
1. SERVICES
[he Contractor will provide the services described in Addendum
I (Scope of Services) attached hei’eto
and made a part of this contract.
Contractors Initials:
Contract No.
l’S( Pa[[,iiI .\S’iIcui .St’ri:ce —Ut lI).19
25th
August
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OPCMR
2. TERM AND EFFECTIVE DATE
The term ofthis Contract shall be from May 1,202Ito Septembe, 30,2021. Upon the date ofexecution
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 option to renew this
Contract for two (2) additional periods offive(S) months each. subject to the same terms noted herein.
The Government shall provide the Contractor with five (5) day written notice of the Government’s
election to renew. The Government’s election to extend this Contract is contingent on the availability
ofapproved funding for each renewal option.
3. COMPENSATION
The Government in consideration of the satisfactory perfor nance of the services described in
Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Twelve Million Two
hundred Eight Thousand Three Hundred Thirty-Five Dollars and No Cents ($l2.208.335.00) for the
term of the contract in accordance with the provisions set foith in Addendum Il (Compensation)
attached hereto and made a part ofthis Contract.
4. TRAVEL EXPENSES
Inclushe of the compensation for services as specified in Pungraph 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 b isis as is applicable to non-contract
employees ofthe Government. or as agreed to by an addenduir to this Contract however, said costs
and expenses shall not exceed).
5. RECORDS
The Contractor when applicable, will present documented pwcise records of time and/or money
expended under this Contract.
The Contractor shall provide a monthly accounting for the funds expended from this award. This
includes, but is noL limited to. receipts. invoices, and contracts executed to secure services related to
these expenditures. The monthly report shell be submitted by ‘he 5th business day of the following
month.
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
Contractor’s Initials: -_______
(.‘ontmct No.
M” IWbn’flLdrd..n*vs
Cefl7049
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R
Government and shall be turned over to it at the termination o’ this Contract. The above described
materials shall not be used by Contractor or by any other r” n or entity except upon the written
perm issioii of’ the Government,
8. LIABiLITY OF’ OTHERS
Nothing in this Contract shall be construed to impose any liabi ity upon the Government to persons.
firms, associations, or corporations engaged by Contractor
is servants, agents. or independent
contractors. or in any other capacity’ whatsoever, or make Go’ ernment liable to any such persons.
firms. associations, or corporations
tot’ the acts. omissions, liabilities, obligations and taxes
of’
Contractor of’ whatsoever nature, including but not limited to un2mployment insurance, gross receipt.
excise, and social security taxes ‘or (onti’actor. its servants. ageits or independent contractors.
9. ASSI(;NMI-NT
‘l’he Contractor shall not subcontract or assign any part of’ the se vices under this Contract without the
prior written consent of’ the Government.
10. INI)EMNIFICATION
Contractor agrees to indemnif’v. defend and hold harmless (iov ‘rnment from and against any arid all
loss. damage. liability, claims, demands, detriments, costs. charcs and expenses (including attorney’s
Fees) and causes of action of’ whatsoever character which C )vemmenl may incur, sustain or be
subjected to. arising out ofoi’ in any way connected to the sei’vice to be performed by Contractor tinder
this Contract and arising fi’oni any cause, except the sole negl igunce oF Government,
II. I NDEPE l)E’[’ CON’I’RACTOR
‘l’he Contractor shall pcrf’onn tlus Contract as an independent c itI’actor and nothing herein contained
shall he construed to he inconsistent with this relationship or sta us.
12. (;OVERN[x(; 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 ANI) AMENDMEN’I’S
No waiver, modification 01’ amendment ol’ an’ term, condition, or provision ot this Contract shall he
valid or of’ any lrce or cfl’ect unless made in writing, sirine .1 by the parties hereto
01’ their duly
authorized representatives. and specifying with particularity t te nature and extent of’ stich waiver.
modification or amendment. Any such waiver, modification or auendment in any instance or instances
shall in no event he construed to be a general waiver. modificat on or amendment ofanv of the terms.
3
Contractor s Initials:
(‘onlrac’t No.
1’,S’(’ i’,iffor! .l!clau1
- ( )J’Jf)./9
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OPCMR
conditions or provisions of this Contract, but the same shall hL strictly litnited and restricted to the
extent and occasion specified in such signed writing or writings.
14. ENTIRE AGREEMENT
‘[his aicement constitutes the entire agreement of’ the parties relating to thesubject matter addressed
in this Agreement.
‘I’his agreement supersedes all pro’ como unications, contracts, or agreements
between the pa1ies with respect to the subject matter addrcssed in this agreement, whether written or
Oral.
IS RI( III IOVflHHOLD
It
ot k under this C onti let is not pet tot med in iceot dince
h the tet ms bet col (,o\ ci nmcnt v ill
have the right to withhold out of’ any payment due to Contractor. such sums as Government nay dcciii
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 Governme it may deem propet’ to secure itscht’or
to satisfy such claims. Government il I immediately notify the
ontractor in writing in time event that
it elects to exercise its riht to withhold.
\o such withholding or application slaihi he made by (iovermmment if and while Contractor gives
satisfactory assurance to Government that such claims will h. paid by Contractor or its insurance
carrier, if applicable in the event that such contest is not stiecessRil.
16. CON I)II’ION PRECEL)EN1’
This Contract shall he subject to the availability and appropm’iati )fl of’ fonds and to the approval ot the
(iovernor.
t7. ‘1’FRMINAT[ON
Lithcr patty will have time right Lu tenilinate this C’otmtract with or without cause on five (5) days written
notice to the other party speci lying the date of’ termination.
18. PARTIAL TERMINATION
[he performance of work under this Contract may he terminated by the Government. in part. whenever
the Government shall deem such termination advisable by provi ling live (5) days written notice to the
Contractor. ihis partial termination shall he effected by delivering to the Contractor a Notice of Partial
i’ermination specilvima the extent to which the term and/or dutces under this Contract are terminated
and the date upon which such termination becomes cfflctive. Thm Contractor shall be entitled to receive
payment l’or services provided to the date of’ termination. inchuc ing payment for the period ol the live
(5) day notice.
Contractor’s initials:
(‘ontraci No.
I’S( i’a!1n/ i1dicaI S,vwts
( 0111)-) ci
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19. NON-DISCRIMINATION
No person shall be excluded lom participating in, be denit d the proceeds ol or be subject to
discrimination in the performance of’ this Contract on aceoun
of race, creed. color, sex. relieion.
d isal,i I ity or national origin.
20. CONFLICT OF INTEREST
(a)
Contractor covenants that it has no interest and
ill not acquire any interest direct or
indirect, which would conflict in aim’ manner or deree with the performance of’ services
required to he perl’ormed under this Contract.
(h)
Contractor further covenants that it is:
I)
not a territorial officer or employee (i.e.. ihe Governor. Lieutenant Governor.
member of’ the Legislature. or any other elected territorial official; or an officer or
employee of the legislative, executive or jud cial branch of the Government or any
agency, board, commission or independent instrumentality of’ the Government,
whether compensated on a salary. Fee or con:ractual basis): or
(2)
a territorial officer or employee and. as such. has:
(i)
familiarized itself’ with the provision
ol’ fitle 3. Chapter 37 of’ the Virgin
Islands Code. pertainmg to conflict
of interest, including the penalties
provision set forth in section II OS th reof’:
(ii)
not macfe. negotiated or influenced this Contract, in its official capacity; and
(iii)
no financial interest in the (‘ontract as that term is defined in section
1
I 01(1)
of said Code chapter.
21. NOTICF
Any notice required to be given by the lernis of this Contrac’ shall be deemed to have been given
when the same is sent h’ certified mail, postage prcpaid oi r ersonally delivered, addressed to the
paitics as follows:
(;OVERNMENT
Anthony I). ‘limmas. M BA
Commissioner of’ the Department of’ Property and Proct rcment
8201 Sub Base. Suite 4
St. ‘Ihomas Virgin Islands 00802
Jusia Encam’nacion. RN. BSN. MF3A!HCvl
Commissioner of the Dc pal’tment of Health
3500 Fstate Richmond
(‘hristiansted. VI. 00820
Contractor’s Initiak:
Conirat No.
_________
PS’ P()Id
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CON1’RACTOR
Clay i—lobhs. Chief’ Operating Officer
Pafford Medical Services. Inc.
3509 W I6 Street
hope. AR 7180!
22. LICENSURE
I’he Contractor covenants ihat it has:
(a)
obtained all of the applicable licenses or permits. p rmancnt. temporary or othcr se 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 pro fessions arid occupations.
23. O’I’HER PROVISIONS
Addenda 1. II. Ill and IV attached hereto are a part of this Contract and are incorporated herein 1w
reference.
24. 1)EBARM ENT cl;R’I’I FICATION
fly execution ol’this contract, the contractor certifies that it is cli ible to receive contract awards using
federally appropriated funds and that it has not been suspended ot debarred from entering into contracts
with any federal agency.
The Contractor shall include this provision in each of its subeontracts
hereunder and shall furnish its subcontractors with
the curren
“1.1ST Of PARTI ES EX(’l .UDE[)
FROM FEDERAl. PROCUREMENT OR NONPROCUREMl Ni”.
In the event the Contractor or
an
subcontractor misrepresents its eligibility to receive contract awards using federal funds, the
Contractor or subcontractor agrees that it shall not he cniited to payment for an work performed
under this contract
any subcontract and that the Contrac wr or subcontractor shall promptly
reimburse tire (loverirrirent of the Virgin Islands ftrr any progrcs
payments heretofore made.
25. FALSE CLAiMS
Contractor warrants that it shall not, with respect to this Contra;t, make or present any claim upon or
against the Government of the Virgin Islands. or any officer department. hoard, Commission, or other
agency thereol knowing such claims to be False. fictitious or i’audulcnt.
Contractor acknowledges
that makint such a false, fictitious or Fraudulent claim is•in offence under Virgin Islands law.
26. NOTICE OF FE[)ERL FUNI)ING
Contractor acknowledges that this Contract is funded, in whole cr in part. by federal funds. Contractor
warrants that it shall not, with respect to this C’ontract. make or
resent any claim knowing such claim
6
Contractor’s Initials:
Con tract No.
/‘‘C Pa(i,f tkthi/ .5.,,rgcc. —( (il/I)-? ‘
P127DOHT21
OPCMR
to be false. fictitious, or fraudulent. Contractor ackno ledges t mt making such a ltlse. lictitious. or
fraudulent claim
offence.
27. fNSURANCE
Contractor shall maintain the following insurance coverages during the term ol this Contract
(a)
COMMIiRCIAI. GENERAL LIABILITY: Commerci I 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 (51.000.000.00) (‘or any onc person per occurrence for death or
personal nor
and one mil lion dollars (SI ,000.000.0( ) (‘or any one occurrence for property
damage. Insurance policy(ies) shall name the Gove nment of the Virgin Islands as the
certi licate holder and additional insured via an endorscment,
(h)
PROFESSIONAL LIA[3I I IFY: Proflssional liability nsurance, in a form acceptable to the
Government. which covers the services being pcrforined under this Contract. \ ith 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’
CO’vlPENSA1lON: Contractor shall supply current coverage under the
Government Insurance Fund or other form of covera
(ci)
AUl OMOBI I.E
I .IABIL.ITY. including No—Fault em erage. with limits of liability not less
than SI .000.000.00 per occurrence with the Gover iment as additional named
insured.
(‘overage shall inc tide all non—owned vehicles and. al hired vehicles.
28. IIIPAA (‘OMPLlANCI
Parties agree to respect and abide by all l’ederal. state and total laws pertaining to conlidentinlity
with regard to all information and records obtained or reviewed in the course of providing services
under this
/\greement
and
all
federal
rules
under
the
I Iealth
Insurance
Portability
and
Accountability
Act
(I IIP1\A) go’ ernine the privacy.
sec iritv and use of protected health
in formation.
29. FACSIMILE, ELECTRONtC & Im;ITAL SI(;NATIJ. F.S
A focsimile. electronic or digital signature on this (‘ontract sh ill be deemed an original and binding
upon the Parties hereto.
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Contractor’s Initials:
Contract No.
)‘.S( i’ciffinI
1 kdicuI .V’,ik’ --(‘1)1 111-19
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IN WITNESS \VI IERE()F. the Iartics have hereunto set their hands on the day and year first
above written.
WITNESSES: GO’ERNMENT OF TIlE VIRGIN IsLANDs
7/31/2021
ita Ii’carnacion. Comniissione
Date
iiepartincnt o C l-Iealth
_
-
__
__
Anthon ‘Ihomas. Conuit issin ei
Department of Properly and Proc itrement
(‘ON’I’ RAC’I’OR
(‘lay I-Ioh4)Cli ief Operating Of jeer
ic
Pafiord MeieaI Services. Inc. d;b/a Palk)rd Medical Services
_____________________
t)ate:
______________________
Iloiiorablc Albert flr’an •Jr.
G()\’ERNOR OF 11 IF U.S. VIRGIN ISLANDS
APPROVED:
8/20/2021
Date
(Corporate seal if Contra :tor is a corporation)
APPROVED ASTO LEGAl. SUFI:IC1Y
I)FPARlMFNT OF .IUSI’ICE 13Y: / ‘4A,J”
PURCI I,\SL ORDER NO.
Contract No.
__________________________
!‘SC r (f.rd .t kdv. d
(01 iL) I
A1stánt AttornerGe
8
8I20/202 1
Contractor’s InitiaIs
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