CONTRACT FOR PROFESSIONAL SERVICES



sv

THIS AGREEMENT is made this |® day of Yul 2014. in the

Territory of the Virgin Islands, by and between the Government <f the Virgin Islands,



Department of Property and Procurement, on behalf of the Department of Finance (hereinafter

referred to as "Government") and Buck Global, LLC, formerly known as Conduent HR

Consulting, LLC, (hereinafter referred to as "Contractor").



WITNESSETH:



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

actuarial valuation of liabilities for post-employment benefits (other than pension), which

duties and responsibilities are more particularly described in Addendum I (Scope of Work)

attached hereto; and



WHEREAS, the Government solicited the services under Request for Proposal, RFP

No. 014-2018(P);



WHEREAS, the Contractor represents that it 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 Work) attached

hereto and made a part of this contract.



2. TERM



This Contract shall commence upon the execution of this Contract by the Governor of the

Virgin Islands and shall terminate Three Hundred Sixty-Five (365) days thereafter.



3. COMPENSATION



The Government, in consideration of the satisfactory performance of the services described in

Addendum I (Scope of Work), agrees to pay Contractor the sum of Seventy-Three Thousand

and 00/100 Dollars ($73,000.00) 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 _ ($ N/A).



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(RFP No. 014-2018 (P))

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.



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 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 and social security taxes for

Contractor, its servants, agents or independent contractors.



Contractor will be responsible to Government only for Contractor’s negligence, fraud or willful

misconduct in the performance of Services under this Agreement and for breach of the limited

warranty set forth in this Agreement. Contractor will not be responsible to Government for

Contractor’s (i) failure to perform any Services other than those agreed to pursuant to this

Agreement or; (ii) actions or failures to act based on instructions or directions from

Government or from its agents; or (iii) failure to provide the services listed on Addendum I

primarily because of (a) any error or omission in the data, documents or information provided

by or on behalf of Government or (b) any event of force majeure.



Notwithstanding any other provision hereof or of applicable law, Contractor and Government

agree that the liability of Contractor in connection with the provisions of the services pursuant

hereto will be limited to direct losses Government suffers as a result of the negligence and/or

errors or omissions of Contractor, up to, but in no event to exceed, THREE HUNDRED

THOUSAND DOLLARS ($300,000.00). For the avoidance of doubt, any alleged error

spanning more than one contractual period is nevertheless limited by this amount, for all claims

in the aggregate, regardless of the legal theory of damages (as listed individually in the

following sentence in the last parenthetical therein). Notwithstanding anything to the contrary

contained in this agreement, contractor shall be liable to the government, the plan administrator

(if applicable), to the plan (if applicable) or to any beneficiary of the services hereunder, for

indirect, incidental, exemplary, special, punitive or consequential damages (including, without

limitation, damages relating to loss of profits, income, goodwill or data) arising out of

performance or non-performance hereunder without regard to the legal theory of such

damages, (whether such damages are based upon breach of contract, breach of warranty,



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indemnity, negligence, gross negligence, strict liability or otherwise) up to, but in no event to

exceed, the amount of the initial annual fee paid to Contractor pursuant hereto.



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 third party loss, damage, liability, claims, demands, detriments, cost, charges and

expense (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 negligence by

Contractor, except the sole 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 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



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.



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(RFP No. 014-2018 (P))

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 Thirty (30)

day 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 Thirty (30)

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 Thirty (30) 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 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;

(ii) not made, negotiated or influenced this Contract, in its official

capacity;



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(iii) no financial interest in the Contract as that term is defined in

section 1101(1) of said Code chapter.



21. EFFECTIVE DATE



The effective date of this Contract shall be the day of execution of the Contract by the

Governor.



22. 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 Thomas

Commissioner Designee

Department of Property and Procurement

Sub Base, Building No. 1, Third Floor

St. Thomas, VI 00802



Kirk Callwood, Sr.

Commissioner Designee

Department of Finance

2314 Kronprindsens Gade

St. Thomas, VI 00802



CONTRACTOR

Barry J. Goldberg

Buck Global, LLC

420 Lexington Ave

Suite 2220

New York, New York 10170



23. 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.



24. OTHER PROVISIONS



Addendums I, II and III attached hereto are a part of this Contract and are incorporated herein

by reference.



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.



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(RFP No. 014-2018 (P))

Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offence

under Virgin Islands law.



26. INVOICES



Pursuant to the provisions of Addendum II to this Contract, Contractor shall submit monthly

invoices documenting services rendered during the applicable period and expenses for which

Contractor seeks reimbursement under the Contract.



27. CONFIDENTIALITY



(a) The Contractor agrees to preserve the confidentiality of any information it receives

from the Government. Contractor agrees, pursuant to 45 CFR 164.502(e), to abide by the

“business associate agreement, “as attached in Addendum III, whereby the Contractor agrees to

take appropriate safeguards to maintain the privacy and security of any protected health

information that it may be privileged to in performing its services under this Contract.



(b) All documents, data, reports, and information of any kind and in any form

provided to Contractor in the performance of this Contract shall be kept confidential unless

written permission is granted by the Government for its release. Contractor is not required to

obtain permission from the Government to disclose documents which it is required by law to

disclose; provided, however, that Contractor agrees, that, in such a situation, it shall give the

Government written notice prior to releasing such information, which written notice shall state

the legal basis for the disclosure of the information and shall give the Government sufficient

prior notice to, if it determines to do so, challenge the legal basis for the request of information.

Any publicity given to the Government’s health insurance program or services provided herein,

including, but not limited to, notices, information, pamphlets, press releases, research, reports,

signs, and similar public notices prepared by or for the Contractor, shall identify the

Government as the sponsoring agency and shall not be released without prior written approval

from the Government.



28. 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 anyone 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.



(6) 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.



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

year first above written.



WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS



DALI



Date



Callw66d, Sr., Commissioner Designeéé



Department of Finance



(a ad i Za 6. /3./9

2K 4 | Anthony Thomas, Commissioner Designee Date

: Department of Property and Procurement



4A CONTRACTOR

Br i) To” if Aver Barry AGoldbers, Principal, Consulting Actuary Date

Buck Global, LLC

octet las

APPROVED:



( Vig ao Date: 4h ]: 14



GOVERNOR OF THE VIRGIN ISLANDS



APPROVED AS TO LEGAL SUPPLE

DEPARTMENT OF JUSTICE BY} ; Date 6114 | |

ANG



PURCHASE ORDER NO.



CERTIFICATE OF APPROVAL

[ hereby certify that this is a true and exact copy of Contract No.



entered into between the Department of Property and Procurement and Buck Global,

LLC.



Anthony Thomas, Commissioner Designee

Department of Property and Procurement



Contract No. P 0 3 6 D 0 F Tl 9 7 Contractor’ s Initials OY? AA? (C



(RFP No. 014-2018 (P))