CONTRACT FOR PROFESSIONAL SERVICES BY AND BETWEEN GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT ON BEHLF OF DEPARMTNET OF HEALTH DIVISION OF INFANTS AND TODDLERS AND LUTHERAN SOCIAL SERVICES OF THE VIRGIN ISLANDS, INC. THIS AGREEMENT is made this ‘© “day of [No veenhel, 2014, 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, Infants and Toddlers Program (hereinafter referred to as "Government") and Lutheran Social Services of the Virgin Islands, Inc., (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a contractor to provide technical assistance in conducting third-party fiduciary management of Part C of the Individuals with Disabilities Education Act (“IDEA”) Grant Award, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Contractor was selected in accordance with Title 31 V.LC. § 239(a)(8); 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 partics hereto do covenant and agree as follows: 1. SERVICES The Contractor wili provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this Contract. 2. TERM Upon execution of this Contract by the Governor of the Virgin Islands the Contract shall be effective for a Term beginning from November 6, 2018 to November 5, 2019. The Government in its sole discretion, shall have the option te renew this Contract for a period of one additional ycar subject to the same terms noted herein, by providing the Contractor with sixty (60) days written notice of the Government’s election to renew. | > i : — adie ao PO 3 0 D 4) H ¢ ] g Contractor’s Initials: ae Prafessional Services Contract Between GVi and Lutheran Saciat Services of the Virgin Islands 3: COMPENSATION The Government, ‘in consideration of the satisfactory performance of the services described in Addendum | (Scope of Services), agrees to pay Contractor the sum of Thirty-Two Thousand Dollars AND Zero Cents ($32,000.00) in accordance.with the provisions set forth in Addendum I] (Compensation) attached hereto and made a part of this contract. 4. TRAVEL EXPENSES Inclusive of the:compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented: transportation, subsistence, lodging. and other travel expenses, while in travel status, for ttips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on thé same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to ‘this Contract, however, said costs and expenses shall not exceed N/A ($-N/A). The Contractor when applicable, will present documented precise records of time and/or nioney 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 shal! 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 imipose any fiability 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 i insurance: and social security taxes for Contractor, its servants, agents or independent contractors. REP'No. Contract'No. a “PO 30D 0 H C ] 9 Contractor's Initia QYy Professidnal Services Contract. ; ; Between GVI and Lutheran-Social Services-of the Virgin Istands 9, ASSIGNMENT The Contractor shal! 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, 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 cause, 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 jutisdiction shail remain inthe 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 thé same shall be strictly limited and restricted to the extent.and occasion specified in such signed writing or writings.. 14. ENTIRE AGREEM ENT 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 theterms hereof, Government will have the right to withhold out of any payment due to Contractor; such sums:as Government may i 3 cet REP No.: P93 Q 9) 0 H C 1 9 Contractor’s ma Contract. No. Professional Services Contract Between GVI and Lutheran Social Services of the Virgin Islands 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 déem 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 claiins 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. £7. TERMINATION Either. party will have the right to terminate this Contract with or without cause on thirty. (30) 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 thirty (30) days written notice to the Contractor. This partial termination shall be effected by delivering to the Contractor 4 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 petformance 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 acquite any interest director 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 REP No.._ . Contractor's Initia of Contract No. PES HHOH CFF. Professianal Services Contract Between GVI and Lutheran Social Services of the Virgin Islands or any agency,. board, commission or independent instrumentality of the Government, whether compensated on a salary, fee-or contractual basis); or (2) aterritorial 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; (iii) no financial interest in the Contract as that term is defined in section 110)(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 D. Thomas, MBA Commissioner Designee Department of Property & Procurement #1 Sub Base St. Thomas, VI 00802 Justa E. Encarnacion, RN, BSN, MBA/HCM Acting Commissioner Virgin Islands Department of Health 3500 Estate Richmond: Christiansted, St. Croix, VI 00820 CONTRACTOR Junia John-Straker Chief Exécutive Officer , Lutheran Social Services of the Virgin Islands, Inc. P.O. Box: 866 Frederiksted, St, Croix, VI.00841 RFP‘No, Contractor's Initials: any Contract No. PQ) 3 0) y 0 H C 1 9 Professional Services Contract ; ; Between GV and Lutheran Social Services of the Virgin Islands 23. LICENSURE The Contractor covenants that it has: (a) _ obtained all of the applicable liceiises 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 Vitgin Islands Code: i pertaining to. professions and occupations. 24. OTHER PROVISIONS Addenda | through V attached hereto are a part of this Contract and are incorporated herein by reference. 25. 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 subconttactors 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 shail prompily reimburse the Government of the Virgin Islands for any progress payments heretofore made. 26.. 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 toa be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fraudulent.claiin is an offence under Virgin islands law, 27. 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 knowing such claim to. be false, fictitious, or- fraudulent. Contractor acknowledges that making. such a false, fictitious, or fraudulent claim is a federal offence. 28. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract 6 RFP No. Contractor’s initials: “~«Yy Contract No. PO 03 0 D 0 H ¢ 1 9 (a) COMMERCIAL GENERAL LIABILITY: Commercial general. liability: i insurance, ina 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 ot 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. {INTENTIONALLY LEFT BLANK — SIGNATURES FOLLOW] RFP No. 0 D 0 Hf C 1 9 Contractor's wie PY Contract No. E J Professional Services Contract Between GVI and Lutheran Social Services of the Virgin Islands IN WITNESS WHEREOPF, the parties have hereunto set their hands on the day and year first above Written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS vats Lot Ser [bi bjasrseecr 3 hie +4 / Justa #. E drnacion, RN, BSN, MBA/HCM te Acting Cémmissioner Department of Health S.6.fF nthony D. Thomas. MBA Date Commissioner Designee Department of Property and Procurement CONTRACTOR (—Aflyes—— ee oe, 2fi94ig unia Jon-Straker i Cd . Chief Executive Officer Qno “ Lutheran Social Services of the Virgin Islands, Inc. (Corporate seal, if Contractor is a corporation) APPROVED: Yar eg 7 Date: Sf 14 orable Atbert-Bryan, Jt er” GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFACIENG DEPARTMENT OF JUSTICE BY: j . Date 5 AKG PURCHASE ORDER NO. CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of Contract No. entered into between the Department of Property and Procurement and Lutheran Social Services of the Virgin Islands, Inc. 8 ilatien ——Pi5 Contractor’s Initials: Contract No. + 0 D 0 H C ] 9 = Professional Services Contract Between GVI and Lutheran Social Services of the Virgin Islands Anthony’D. Thomas, MBA Commissioner Designee Department of Property and Procurement RFP No. ( Contractor’s Initials: Contract No. PO 30 D 0 H G4 9 ‘