SUB-GRANT AGREEMENT THIS SUB-GRANT AGREEMENT made as of the © day of June— , 2019, in the Territory of the Virgin Islands, by and between the GOVERNMENT OF THE VIRGIN ISLANDS through the VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT of No. | Sub Base, 3" Floor, St. Thomas, U.S. Virgin Islands on. behalf of the VIRGIN ISLANDS DEPARTMENT. OF EDUCATION of 1834 Kongens. Gade, St. Thomas, U.S. Virgin Islands (hereinafter referred to as “VIDE” or “Sub-Grantor’)-and the CARIBBEAN CENTERS FOR BOYS & GIRLS OF THE VIRGIN ISLANDS, INC., a Virgin Islands non- profit corporation of, #7 Market Street, Christiansted, St. Croix U.S. Virgin. Islands (hereinafter referred-to as “Sub-Grantee”). WITNESSETH: WHEREAS, the VIDE is the recipient of 21 Century Learning Centers grant funds from the United States Department of Education, as authorized under Title IV, Part B, of the Elementary and Secondary Education Act (ESEA), as reauthorized by the Every Student Succeeds Act. of 2015 (ESSA), codified at 20. U.S.C. § 7171 et seg., reauthorized by Public Law No.111- 117, (hereinafter “the Program”); and WHEREAS, the VIDE is authorized under the Program to sub-grant' funds for the purposes of providing academic. assistance before or after school, and during summer, to Virgin Islands school students that will assist the students with improving their academic proficiency and social skills; and for providing opportunities: for literacy and related educational development to- families: of students served by the 21% Century: Community Learning Centers (hereinafter “21% CCLG"); arid WHEREAS, the VIDE in its role as the State Education Agency of the U.S. Virgin Is lands is.committed to enhancing support mechanisms for Virgin Islands students and assisting them in building academic and social competenciés; and. WHEREAS, the VIDE solicited RFP-DOE-2018-027 for qualified individuals or firms to submit a.21* CCLC Grant Application. for the term, of 2019-2022 pursuant. to 31 V.I.C §239(a) (4); and WHEREAS, in accordance with federal and local regulations and laws, VIDE. has ‘approved the Sub-Grantee for the sub-grant award notified to the Sub-Grantee by letter dated February 6, 2019, for the Sub-Grantee to provide services in accordance with ADDENDUM I (Scope of Services) attached hereto, incorporated herein by reference, and made a part of this sub- grant agreement, and within. the authorized categories delineated in the ATTACHMENT A (Budget), attached hereto, incorporated herein by reference, and made a part of this sub-grant agreement; and WHEREAS, Sub-Grantee has agreed-to utilize the grant award. subject to the terms and conditions of the grant award and this Agreement, to use the awarded funds for the purposes outlined in. ADDENDUM.1 (Scope of Services) attached hereto and incorporated. herein by reference, and made a part of this Agreement; and I RFP-DOE-2018-027 Sub-Grantee’s Initials: “A . POSZ2D0E C19 WHEREAS, the Sub-Grantee shall provide services at three (3) locations; Caribbean Centers for Boys & Girls of the Virgin Islands Afterschool Program Christiansted, St. Croix U.S. Virgin Islands Caribbean Centers for Boys & Girls. of the Virgin Islands Afterschool Program, Frederiksted St. Croix U.S: Virgin Islands and Caribbean Centers for Boys & Girls of the Virgin Islands Afterschool Program, St. Thomas, Virgin Islands as authorized by the 21 Century Community Learning Centers, and in accordance with this Sub-Grant Agreement; NOW THEREFORE, in consideration of the. mutual covenants and promises hereinafter set forth and other good and valuable consideration and intending: to be legally bound by this: written instrument, the. parties hereto do covenant and agree as follows: 1. SERVICES . . . Sub-Grantee will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this Agreement. This Agreement shall commence upon the execution by the Governor of the. Virgin Islands and shall terminate on Décember 30, 2022. The Government in its sole discretion-shall have the option to renew this contract for a period of two (2) additional one (1) year period subject to same terms noted herein, by providing the Contractor with. sixty (60) days written notice of the Government’s election to renew and subject to the availability of funds. 3. FUNDING The Government, for the performance of the services as described in ADDENDUM I (Scope of Services), in accordance with. the provisions set forth in Addendum I (Compensation), attached hereto and incorporated herein by reference, agrees to pay Sub-Grantee a sum not to exceed Seven Hundred Five Thousand Three Hundred Nine Dollars and Forty-Two Cents ($705,309.42). 4, TRAVEL EXPENSES Inclusive in the disbursement of award for services as specified in Paragraph 3 (Funding) above, the Government agrees to pay a sum not to exceed Eleven Thousand Dollars and Two Cents ($11,000. 02) for documented transportation, subsistence, lodging and other travel expénses, 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. 5, RECORDS The Sub-Grantee, when. applicable, will present documented, precise records of services provided and/or money expended under this Agreement. 6. PROFESSIONAL STANDARDS The Sub-Grantee agrees to maintain the professional standards applicable to its profession. RFP-DOE-201 8-027 ub-Grantee’s nitials; O- PO32D0E C19 Sub-Grantee’s Initials, 0 7. DOCUMENTS, PRINTOUTS, ete.. All documents, books, records, and instructional materials, programs, printouts, and memoranda of every description derived therefrom and pertaining to this Agreement shall become:the property of the VIDE and shall be turned over to the. VIDE. at the end of the retention period, The above-described materials shall not be used by Sub- Grantee or by any other person or entity except upon the written permission of VIDE. 8. LIABILITY OF OTHERS Nothing in this Agreement shall be construed to impose any liability upon the. Government. to persons, firms, associations, or corporations engaged by the Sub- Grantee as servants, agents, or independent contractors, or in any other capacity whatsoever, or make the: Government.liable to any such persons, firms, associations or corporations for the acts, omissions, liabilities, obligations and taxes: of the Sub- Grantee of whatsoeyer. nature including, but not limited to, unemployment insurance and social security taxes for the Sub-Grantee, its servants, agents or independent contractors. 9. ASSIGNMENT The Sub-Grantee shall not subcontract or assign any part of the services under this Agreement, without the prior written consent of the Government. 10, INDEMNIFICATION The Sub-Grantee agrees to indemnify, defend and hold harmless, the Government from and. against any and-all loss, damage, liability, claims, demands, detriments, cost, charges and expense (including attorney’s fees) and causes of action of whatsoever character which the Government may incur, sustain or be subjected to, arising out of or in any way. connected. to the services to be performed by the Sub-Grantee, under this Agreement and arising from any cause, except the sole negligence of the Government. 11. INDEPENDENT CONTRACTOR a The Sub-Grantee. shall perform. this Agreement as an independent Sub-Grantee. and nothing herein contained shall be construed to be inconsistent with this relationship. or status. 12, GOVERNING LAW This Agreement 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 Agreement 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 particularly the nature and extent of such waiver, modification or amendment. Any such waiver, modification, or amendment in any instance or instances shail in no event be construed to be a general waiver, modification, or amendment of any of the terms, conditions, or RFP-DOE-201 8-027 , Sub-Grantee’s Initials: Cm PO32D0F C19 provisions of this Agreement 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 Agréement constitutes the entire agreement between the parties hereto, and all prior understanding or communications, written or oral, with respect to the: Program, which is the subject matter of this Agreement, are merged herein. 15. RIGHT TO WITHHOLD [f work under this Agreement is not performed in accordance with the terms hereof, the. rules of the 2ist CCLC Program, Federal or local laws, any other applicable policies and procedures, or for non-performance of services, the Government will have the right io withhold any disbursement due to Sub-Grantee, such sums as the Government may deem ample to protect itself against loss or to assure payment of claims arising therefrom, and, at its option, the Government may apply such sums in such manner as the Government may: deem proper to secure itself or to satisfy such claims. The Government. will immediately notify the Sub-Grantee in writing in the event that it elects to exercise its right to withhold. No such withholding or application: shall be made by the Government if and while Sub-Grantee gives. satisfactory assurance to the Government that such claims will be paid by Sub-Grantee or its insurance carrier, if applicable in the event that such contest ‘is not successful. 16. CONDITION PRECEDENT This Agreement is subject to the availability’ of funds appropriated for such purpose and to the approval of the Governor of the United States Virgin Islands. 17. TERMINATION . Either party shall have the right to terminate this. Agréement with or without cause on thirty (30) days written notice, to the other party specifying the date of termination, in accordance with paragraph 23 of this Agreement. 18. PARTIAL TERMINATION The performance of work under this Agreement may be terminated by the Government in part whenever the Government shall deem. such termination advisable. This partial termination shall be effected by delivering to the Sub-Grantee a Notice of. Partial Termination. specifying the extent to which the term and/or dutiés under this Agreement are terminated and the date upon which such termination becomes effective. The Sub-Grantee shall be entitled to. receive disbursement. for services provided and allowable costs incurred through the date of termination. 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 Agreement on account of race, creed, color, sex, religion, disability or national origin. 4 REP-DOE-201 8-027 - Sub-Graritee’s initials: POS2D0EF C19 20. CONFLICT OF INTEREST (a) Sub-Grantee 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 Agreement. (b) Sub-Grantee further covenants that it is: (1) nota territorial officer or employee (i.€., the Governor, Lieutenant Governor, member of the Legislature or any other elected territorial official; or an officer or employee of the jegislative, executive or judicial branch. of. the Government or any agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fée or cofitractual basis); or . . (2) a territorial officer or employee .and’as such, has: i. familiarized itself with the provisions of Title 3, Chapter 37, Virgin. Islands Code, pertaining to conflicts of interest, including the penalties provisions set forth in section 1108 thereof; ii. not made, negotiated or influenced this Agreement in:its official capacity; ‘and iii. no financial interest in this Agreement as that term is defined in Section 1101 (1) of said Code chapter. 21. EFFECTIVE DATE . The effective date of this Agreement shall be the day of execution of the Agreement by the Governor. 22. NOTICE Any notice required, permitted, or desired to be given under.this Agreement 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 Honorable Anthony D. Thomas Commissioner Nominee Department of Property and Procurement Building No. 1, Third Floor, Sub Base St. Thomas, U.S. Virgin Islands 00802 Honorable Racquel Berry-Benjamin Commissioner Nominee Department of Education 1834 Kongens Gade St. Thomas, U.S. Virgin Islands 00802-6746 SUBGRANTEE Mr. O'Neil Canton, Executive Director RFP-DOE-201 8-027 p 0 3 ? D 0 E Cc 1 9 Sub-Grantee’s Initiate CARIBBEAN CENTERS. FOR BOYS AND GIRLS. OF THE VIRGIN ISLANDS, INC. #7 Market Street PO Box 128, Christiansted St. Croix U-S. Virgin Islands 00821 23. LICENSURE The Sub-Grantee 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. FALSE CLAIMS The Sub-Grantee warrants that it shall not, with. respect to this. Agreement, 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 claim to be false, fictitious or fraudulent. The Sub-Grantee acknowledges that making: such a false, fictitious or fraudulent claim is.an offense under Virgin Islands law. 25. NOTICE OF FEDERAL FUNDING The Sub-Grantee acknowledges that this Agreement is funded, in whole, by federal funds. The Sub-Grantee warrants that it shall not, with respect to this Agreement, make or present any claim knowing such claim to be false, fictitious or fraudulent. The Sub- Granteé acknowledges that making such a false, fictitious, or fraudulent claim is. a federal offense. 26. DEBARMENT CERTIFICATION . By execution of this Agreement, the Sub-Grantee certifies that it is eligible to receive applicable sub-grant awards using federally appropriated funds and that it has not been suspended or debarred from entering into Agreements with any federal agency. The Sub-Grantee shall include this provision in each of its subcontracts hereunder and-shall furnish its sub-contractors or sub-grantees with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT.” In the event the Sub-Grantee. or any sub-contractor misrepreserits’ its-eligibility to receive awards. using federal funds, the Sub-Grantee or sub-contractor agrees that it shall not be’ entitled to payment for any work performed. under this Agreement or any sub-contract, and that the Sub-Grantee or sub-contractor shall promptly. reimburse the Government for any progress payments heretofore made. 27. LIABILITY INSURANCE Contractor shall maintain the following insurance coverages duting the term of this Contract . (a) COMMERCIAL GENERAL LIABILITY: Commiercial general liability insurance, in a form acceptable to the Government, on a “per occurrence” basis with.a minimum limit of not RFP-DOE-2018-027 PO32D0E C19 Sub-Grantee’s Initials: Jess than one million dollars ($1,000,000.00) for anyorie. per occurrence for death or personal injury and ore. 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) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund.or other form of coverage. 28. CONFIDENTIALITY Sub-Grantee shall comply with all local and federal laws regarding release of student information, and shall release student information only upon obtaining. proper authorization from the student(s)’ legal representative or the eligible student, and upon notice to the Government as prescribed in paragraph 23 of this Agreement. 29. INVOICES AND PAYMENTS The Sub-Grantee will present to VIDE, through its 21* CCLC Program Manager properly completed invoices that shall describe and document to the VIDE’s satisfaction, and shall contain information, including but not limited to, the period of services covered by the invoice, description. of the services performed, and the.amount of fees.in accordance with the compensation schedule in Addendum II (Compensation) and Attachment A (Budget) attached hereto and made.a part-of this agreement: Each invoice must be accompanied by applicable supporting documents, including but not, limited to reports, plans,. all :related time sheets, student attendance records, cancelled checks, vendor billings and invoices and any other deliverables/documents due for the. invoice period.. Payments shall be made within thirty (30) days after receipt of properly completed invoices; verification that the services invoiced was provided in accordance with Addendum I (Scope of Services) and Addendum If (Compensation); all necessary supporting documenrits was received and deemed sufficient. Invoices will be processed in accordance with all applicable federal and local laws. and regulations, including all applicable policies, tules and procedures pertaining to the use of these funds for the services provided hereunder. 30. SEVERABILITY If any of the provisions of this Agreement are determined tobe invalid, such inval idity shall not affect or impair the validity of the other provisions, which shall be considered severable and shall remain in full force and effect. RFP-DOE-2018-027 ‘Sub-Grantee’s [ni sale : Po32D0E C19 it 31. MERGER This Agreement constitutes the: entire agreement between. the parties hereto, and all prior understandings or communications, written or oral, with respect to the subject matter of this sub-grant agreement, are of no force or effect. 32. OTHER PROVISIONS ADDENDUM I, ADDENDUM IJ, and ATTACHMENT A and the Sub-Grantee’s eligibility documents are attached hereto, made a part of this Agreement, and are incorporated herein by. reference. . . . [THIS AREA IS INTENTIONALLY LEFT BLANK} RFP-BOE-201 8-027 Sub-Grantee’s’ nitials;o PO32D0E C19 Sub-Grantee's Initials; IN WITNESS WHEREOF, the parties intending to be legally bound have hereunto set their hands on the day and year first above written. GOVERNMENT OF THE VIRGIN ISLANDS WITNESS: DEPARTMENT O OPERTY AND PROCUREMENT Dl. aN (te oS tre . Thomas Date nthony BE Commissioner Designee ae WITNES ’ DEPARTMENT OF EDUCATION TW QQ A . ‘ a —at \ Me Y 7 : ac el Be -Benj nn at i ommissioner Designee WITNESS: CARIBBEAN CENTERS FOR BOYS & GIRLS OF THE VIRGIN ISLANDS, INC. Mi Oz “fe ule ay La lf SLE O'Neil Canton Date Executive Director APPROVED: Zoft Adbelt Bryan, Jr. Date Governor of the Virgin Islands APPROVED FOR LEGAL SUFFICIENCY BY: i Us KC Account Code No. Purchase Order No RFP-DOE-2018-027 POSZ2D0E C19 Sub-Grantee’s Initials: (© ————