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AMENDMENT No. 1 OF

PROFESSIONAL SERVICES CONTRACT



THIS AMENDMENT made as of the 24th day of _ February , 2023 _ 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 VIRGIN

ISLANDS BUREAU OF CORRECTIONS (hereinafter referred to as “Government”) and

Healing Our Village of Maryland, Inc. d/b/a Healing Our Village, whose address is 22-11

Contant, St. Thomas, VI 00802, (hereinafter referred to as “Contractor’).



Both parties witness to being duly authorized to execute this agreement and will attest

accordingly when and where necessary.



WITNESSETH



WHEREAS, pursuant to Contract No. P080BOCT22, approved by the Commissioner of

Property and Procurement on April 5, 2022, (which constitutes and is hereinafter referred to as the

“Contract”), the Government contracted with Contractor to conduct a leadership development and

visions training program for Government employees; and



WHEREAS, the Contract expires pursuant to its terms on March 1, 2023; and



WHEREAS, the parties desire to amend the Contract, to extend its term by six (6) months, to

revise the Scope of Services in Addendum I to include an extended time period for services and to

adjust the payment schedule in Addendum II; and



NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of

which is hereby acknowledged, the parties hereto agree as follows:



TERMS AND CONDITIONS



1. The Contract is hereby amended by deleting all existing language contained in Paragraph 2

and replacing it with new language as follows:



“The term of this Contract shall be from March 1, 2022, and terminate on September 30,

2023. Upon the date of execution of this Contract by the Commissioner of the Department

of Property and Procurement, the Contract shall become effective for the term set out

herein.”



Amendment No. 1 to j

eZ Initials J



Contract No.

Lisa M. Alejandro, Acting Commissioner
Department of Property and Procurement
2/24/2023
Assistant Attorney General
2/23/2023
Amendment No. 1 to 
P080BOCT22

Original

Contract

CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT is made this 5th __ day of April , 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 Virgin Islands Bureau of Corrections (hereinafter referred to as



“Government”) and Healing Our Village of Maryland, inc. d/b/a Healing Our Village (hereinafter

referred to as “Contractor”).



WITNESSETH:



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

leadership development and visions training program with the Bureau of Correction leadership



team, which duties and responsibilities are more particularly described in Addendum 1 (Scope of

Services) attached hereto; and



WHEREAS, the Contractor was selected in accordance with 31 V.LC. § 239(a)(8), and



WHEREAS, the Contractor represents that it is willing and capable of providing such

sefvices; and



NOW, THEREFORE, in consideration of the compensation and mutual covenants herein



contained, and intending to be Icgally bound by this written instrument, the parties hereto do

covenant and agree as follows:



t. SERVICES



The Contractor will provide the services described in Addendum | (Scope of Services), attached

hercto and made a part of this contract.



2. TERM AND EFFECTIVE DATE



The term of this Contract shall be from March 1, 2022, to March 1, 2023. Upon the date of



execution by the Commissioner of the Department of Property and Procurement, the Contract shat!

become effective for the term set out herein.



3. COMPENSATION



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

Addendum 1 (Scope of Services), agrees to pay Contractor a sum not to exceed Twenty-Nine

Thousand Five Hundred and 00/100 Dollars ($29,500.00) during the term of the contract in



accordance with the provisions set forth in Addendum 11 (Compensation) attached hereto and made

a part of this contract.



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Contract No. PO80BOCT22 _ Contractor's Initials: (

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 excecd $4,550.



5. RECORDS



The Contractor, when applicable, will present documented precise records of time and/or moncy

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 Istands.



7, DOCUMENTS, PRINTOUTS, ETC.



All documents, books, records, instructional matcrials, programs, printouts and memoranda of

every description derived therefrom and pertaining to this Contract shal! 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 timited to, unemployment insurance,



gross receipt, excise, and social security taxcs 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.



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Contract No. _PO80BOCT22 Contractor's Initials: e

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 fecs) 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 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 partics 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 construcd to be a gencral 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 spccified 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, contacts, or



agreements between the partics 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, the Government

will have the right to withhold out of any payment duc to Contractor, such sums as Government

may deem ampic to protect it 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



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ContractNo PO80BOCT22 Contractor's initials. (

proper to secure itself or to satisfy such claims. The 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 the 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 Commissioner of the Department of Property and Procurement.



17. TERMINATION



Either party will have the right to terminate this Contract with or without cause on 60 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 pan,

whenever the Goverment shall dcem such termination advisable by providing 30 days written

notice to the Contractor. This pastial 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 30-day notice.



19. NON-DISCRIMINATION



No person shall be excluded from participating in, be denied the procceds 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) nota territorial officer or employee (i-e., the Governor, Lieutenant Governor,

member of the Legislature, or any other elected territorial official; or an officer

or employce 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



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Contract No. PO8OBOCT22 Contractor's Initiuts. we

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(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;

and



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

1t01(14) 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 email, facsimile, certified mail, postage prepaid or personally delivered,

addressed to the pastics as follows:



GOVERNMENT



Anthony D. Thomas



Commissioncr



Department of Property and Procurement

8201 Sub Base, Suite 4



St. Thomas, V1 00802



Email: anthony. thomas@dpp.vi.gov

Telephone: 340-774-0828



Wynnic Testamark



Director



Bureau of Corrections



RR 1, Box 9909



Kingshill, VI. 00850



Email: wynnie.testamark‘@ boc, vi.gov

Telephone: 340-773-6309



CONTRACTOR



Dr. Lenore T. Coleman



President



iealing Our Village of Maryland, Inc.

d/b/a Healing Our Village



22-11 Contant



St. Thomas, V1 00802



Email: drcoleman@healingourvillage.com

Telephone: 703-795-1983



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Contract No PO80BOCT22 Contractor's Initials: C

22. 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.



23. OTHER PROVISIONS



Addenda | and II, attached hereto, are a past 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 cach of its

subcontracts hereunder and shalt furnish its subcontractors with the cursent “LIST OF PARTIES

EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT”. In the event

the Contractor or any subcontractor misrepresents its cligibility 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. 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

occustence for death or personal injury and one million dollars ($1,000,000.00) for any



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Contract No. PO8O0BOCT22 Contractor's Initials: ( , :

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one occurrence for property damage. Insurance policy(ies) shall name the Goverment



of the Virgin Islands as the certificate holder and additional insured via an endorsement.



i



(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 onc million dollars ($1,000,000.00) per claim. The

Government shall be listed thereon as a certificate holder.



(c) WORKERS’ COMPENSATION: Conractor shall supply current coverage under the

Government Insurance Fund or other form of coverage.



27. 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 ycar

first above written.



earl F VIRGIN ISLANDS



/ Tote ofc [2027



Wy ic Testama , Director Date

Burcau of Corrections

fi eh y 1

Voce lac hana. Mil@}eny LD  ¢prva— 4/5/2022

o i Anth . Thomas, Commissioner Date



Department of Property and Procurement



CONTRACTOR

Healing Our Village of Maryland, Inc.

a Healing Our Village



Amita Davis beFe¢ i . 2lts brow



Dr. Lenore T. Coleman Date

President



(Corporate seal, if Contractor is a corporation)



APPROVED AS TO LEGAL SUFFI CY, 4/5/2022

DEPARTMENT OF JUSTICE BY: Yanhvae WH2V22

istant Attorney*uenera

F



PURCHASE ORDER NO.



ContractNo POSOBOCT22 ss Contractor's Initials @