AMENDMENT No. 1 OF

PROFESSIONAL SERVICES CONTRACT



THIS AMENDMENT made as of the 20th day of September , 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

LINDSY WAGNER, LLC d/b/a ISLAND THERAPY SOLUTIONS, whose address is P.O.

Box 223811, Christiansted, VI 00822 (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. P021BOCT21, approved by the Commissioner of

Property and Procurement on December 1, 2020, and its Renewal, pursuant to Contract No.

P008BOCT22, approved by the Commissioner of Property and Procurement on October 29, 2021

(which constitutes and is hereinafter referred to as the “Contract”), the Government contracted

with Contractor to provide psychiatric, psychological, and other mental health services to prisoners

within the custody of the Government; and



WHEREAS, the Contract expires pursuant to its terms on October 31, 2022; and



WHEREAS, the parties desire to amend the Contract by extending its term by one year, adding

services to Addendum | (Scope of Services), revising the rate sheets identified as Exhibits A and

B, and increasing the compensation under Addendum II by One Hundred Fifty Thousand Dollars

and Zero Cents ($150,000.00).



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 and its term extended by one year 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 November 1, 2020, to October 31, 2023. Upon the

date of execution of this Contract by the Commissioner of the Department of Property and

Procurement, this Contract shall become effective for the term set out herein.”



1

Contract No. P171BOCT22 in L/ \

OPCMR

Paragraph No. 3 - Compensation is hereby amended by increasing the compensation by One

Hundred Fifty Thousand Doilars and Zero Cents ($150,000.00) for a total amount not to

exceed Three Hundred Fifty Thousand Dollars and Zero Cents ($350,000.00) by deleting all

of the existing language contained therein and replacing it with new language as follows:



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

in Amended Addendum (Scope of Services), agrees to pay Contractor the sum not to exceed

Three Hundred Fifty Thousand and 00/100 Dollars ($350,000.00) in accordance with the

provisions set forth in Amended Addendum [I (Compensation), attached hereto and madea

part of this Contract.”



Addenda | and II of the Contract are revised by deleting all terms contained therein and

inserting in lieu thereof all the terms contained in Amended Addendal and II, attached hereto

as Exhibits “A” and “B,” respectively.



Exhibits A and B of the Contract, identified as the rate sheets, are revised by deleting all

terms contained therein and inserting in lieu thereof all the terms contained in the new rate



sheets, attached hereto as Exhibits “C” and “D,” respectively.



This Amendment is subject to the approval of the Commissioner of the Department of

Property and Procurement and to the appropriation and availability of funds.



Except as expressly amended in this Amendment, all terms of the Contract remain in full

force and effect.



FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES



A facsimile, electronic or digital signature on this Contract shall be deemed an original and

binding upon the Parties hereto.



Contact No. P1 71BOCT22 Initia be:

Assistant Attorney General
9/20/2022
9/20/2022
P171BOCT22

ee Te ee aes er ay



CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT madeas of the ist dayof November _ 2020 . inthe Tercitory of

the Virgin Islands, by and between the Government of the Virgin Islands Department of Property

and Procurement, on behalf of the Virgin Islands Burcau of Corrections, (hereinafter referred to as

“Goverment”) and Lindsy Wagner, LLC d/b/a Island Therapy Solutions (hereinafter referred to

as “Contractor’).



WITNESETH:



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

Virgin Islands Bureau of Corrections with certain psychiatric and psychological services, which

duties are more particularly described in Addendum! (Scope of Services), attached hereto; and



WHEREAS, the Contractor was selected in accordance with 31 V.LC. § 239(a)}(4); 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 parties hereto do covenant and

agree as follows:



t. SERVICES



The Contractor will provide the services described in Addendum 1 (Scope of Services), attached

hereto and made a part of this contract.



2. TERM AND EFFECTIVE DATE



The tern of this Contract shall be from November 1, 2020, to October 31, 2021. Upon the date of

execution of this Contract by the Commissioner of the Department of Property and Procurement,

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 fora period of one (1) additionat year subject

to the same terms noted herein, by providing the Contractor with 60 days written notice of the

Govemment’s election to renew.



3. COMPENSATION



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

Addendum I (Scope of Services), agrees to pay the Contractor an amount not to exceed One

Hundred Thousand and 00/100 Dollars ($100,000.00) in accordance with the provisions set forth

in Addendum I! (Compensation), attached hereto and made a part of this Contract.



1

Contract No. PO21BOCT 21 Contractor's Initials fv



—_ Ta an ee ee es Oa eee

err ty P eee Pees ee Suva Anabel tee ee ee et ital hn llc ili sib ee all disim



OPCMR



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

Govemment. These costs shall be advanced or reimbursed on the same basis as is applicable to

non-contract employecs of the Government, or as agrecd to by an addendum to this Contract,

however, said costs and expenses shall not excced $10,000.



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 health and 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 tumed 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 eatity 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 Goverment to

persons, finns, associations or corporations engaged by Contractor as employces, servants, agents

of independent contractors, or in any other capacity whatsoever, or make the Govemment liable

to any such persons, firms, associations or corporations for the acts, omissions, liabilities and

obligations, and taxes of Contractor of whatsoever nature, inchiding, but not limited to,

unemployment insurance, gross receipt, excise, and social security taxes for Contractor, its,

servants, agents or independent contractors.



z

Contract No, P021BOCT21 Contractor's uf)



a ere eee 7

OPCMR



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 the Government from and against any

and all loss, damage, liability, claims, demands, detriments, cost, charges and expenses (including

attomeys’ 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 Contractor under this Contract and arising from any cause, except the sole negligence of the

Govemment.



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 govemed by the laws of the United States Virgin Islands and jurisdiction is

exclusive in the courts of 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 representative, and specifying with particularity the nature and extent of such waiver,

modification or amendment. Any such waiver, modification or amendment in any imstance 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.



3

Contract No. P021BOCT21 Contractar’s wie

pA yaa gl a Nl Sg Mg ae Te a aa EB i ge “OE a ee ee



OPCMR



1S. RIGHT TO WITHHOLD



Ifwork 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 the Government

may deem ample 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

proper to secure itself or tosatisfy such claims. Govemment wilt 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 the Government that such claims will be paid by the Contractor or its

insurance carricr, 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 30 days written

notice to the other party specifying the date of termination.



{8 PARTIAL TERMINATION



The performance of work under this Contract may be terminated by the Govemment, in part,

whenever the Government shall deem such termination advisable by providing 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 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



Contract No. PO21BOCT21 Contractor’s ras AU

OPCMR



(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

setvices required to be performed under this Contract,



(6) Contractor further covenants that it is:



(1) not a territorial officer or employee {i.e., the Govemor, 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; and



(tii) —_no financial interest in the Contract as that term is defined in section

1101(1) 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 certified mail, postage prepaid or personally delivered, addressed to the

parties as follows:



GOVERNMENT



Anthony D. Thomas



Commissioner



Department of Property and Procurement



8201 Sub Base, Suite 4



St. Thomas, V1 00802



Email: anthony.thomas@dpp.vi.gov



Telephone: 340-774-0828



Wynnie Testamark



Director



Bureau of Corrections



RR 1, Box 9909



Kingshill, VI 60850



Email: wtestamark@boc.vi.gov

Telephone: 340-773-6309



CONTRACTOR

Lindsy Wagner, PsyD



5



Contract No. P021BOCT21 Contractor's itr

Sole Member/Manager



Lindsy Wagner, LLC



d/b/a Island Therapy Solutions



P.O. Box 223811



Christiansted, V1 00822



Email: lwagner@islandthemapysolutions.com

Telephone: 340-719-7007



22. LICENSURE



The Contractor covenants that it has:

(2) obtained all of the applicable licenses or permits, temporary or otherwise, as

required by Title 27 of the Virgin Islands Code; and

(b) farniliarized itself with the applicable provisions of Title 27 of the Virgin islands

Code pertaining to professions and occupations.



23. OTHER PROVISIONS



Addenda and I, and the Rate Sheets (Exhibits A and B), attached hereto, arc part 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 each of its

sub-contracts hereunder and shall furnish its subcontractors with the current "LIST OF PARTIES

EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT." In the event

the Contractor or any sub-contractor misrepresents its eligibility to receive contract awards using

federal funds, the Contractor or Sub-Contractor agrees that it shall not be entitled to payment for

any work performed under this Contract or Sub-Contract and that the Contractor or sub-contractor

shall promptly reimburse the Government of the Virgin Islands for any progress payments

heretofore made.



{f, during the term of this Contract, the Contractor shall become ineligible to receive Conteact

awards using federal funds, this Contract shall be terminated forthwith forcause and the Contractor

shall not be entitled to payment for any work performed under this Contract or Sub-Conteact after

the effective date of such ineligibility.



25. FALSE CLAIMS



Contractor warrants that it shail 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,



6



Contract No, P021BOCT21 Contractor's if



So ee ere RT a er ee ee ap



sail eeiateleliee te tie ae Laedadie mets

OPCMR



or other agency thereof, knowing such claim to be false, fictitious or fraudutent. Contractor

acknowledges that making such a false, fictitious, or fraudulent claim is an offense under Virgin

Islands law,



26. NOTICE OF FEDERAL FUNDING



Not applicable.



27. INSURANCE



Contractor shall maintain the following insurance coverages during the term of this Contract



(a) COMMERCIAL GENERAL LIABILITY: Commerciat general liability insurance,

in a form acceptable to the Govemment, on a “per occurrence” basis with a

minimum limit of not less than three hundred thousand dotlars ($300,000.00) for

any one person per occurrence for death or personal injury and three hundred

thousand dollars ($300,000.00) for any one occurrence for property damage.

[nsurance policy(ies) shall name the Government of the Virgin [stands 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 Goverment shall be listed thereon as a certificate holder.



(c) |WORKERS' COMPENSATION: Contractor shal! supply current coverage under

the Government Insurance Fund or other form of coverage.



28. FASCIMILE, ELECTRONIC & DIGITAL SIGNATURES



A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding

upon the Parties hereto.



Contract No. PO21BOCT21 Contractor's Initi

Part



whic.



mh dial



bce bs bg pani



ee ee



a4



em reader en ee cn ns ee ed ae ee ee iy



OPCMR



TN WITNESS WHE.



first above written



REOF, the parties have hereunto set their hands on the day and year



Dee T OF THE Yona ISLANDS



ie Lo Nontaek- Director



wht f2az0



Bureau of Corrections



Z



ped te Nene



. Shthuy Dd



re



1/1/2020



Anthony,



me Commissioner



a



Department of Property and Procurement



CONTRACTOR



Linfsy Wagner, LLC



Siang



erapy Solutions



MAY Ns V1, AM



lisy Wa



Wf}o



20



le Memb



. PsyD



Date



S3



anager



(Corporate seal, if Contractor is a corporation)



APPROVED AS TO LEGAL SUF



DEPARTMENT OF JUSTICE B



CLE EM valle



12/1/2020



PURCHASE ORDER NO



Contract No. PO21BOCT21



rE



Rosie



a ee ee

OPCMR



EXERCISE OF RENEWAL OPTION

GOVERNMENT OF

THE UNITED STATES VIRGIN ISLANDS



Sa

DEPARTMENT OF PROPERTY & PROCUREMENT



CONTRACTNO.: P02iBOCT21



DATED: October 28, 2021

EXERCISE OF RENEWAL OPTION

Contractor Description of Scope of Work/Services

LINDSY WAGNER, LLC d//aISLAND | Provide psychiatric, psychological, and other

THERAPY SOLUTIONS mental health services to inmates in the custody

of the Bureau of Corrections



Pursuant to the renewal option provision of Contract No. P021BOCT21, and subject to the appropriation

and allotment of necessary funds, notice is hereby given that the Government of the U.S. Virgin Islands,

Bureau of Corrections, exercises its option to renew and does hereby renew the aforementioned contract

for the period November 1, 2021, to October 31, 2022, at the stipulated cost therein.



All the terms, covenants, and conditions of the contract affected shall continue in full force and effect, A

facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the

Parties hereto.



Please acknowledge receipt and acceptance hereby signing and returning the original to:



The Department of Property and Procurement



3274 Richmond

Christiansted, VI 00820

ACKNOMLEQDGMENT & ACCEPTANCE: GOVERNMENT OF THE VIRGIN ISLANDS

:: iby J Toc ham oak

Lindsy Wagner, PsyD Wyfnie Testamark, Director

Sole Member/Manager Bureau of Corrections



Lindsy Wagner, LLC d/b/a Island Therapy Solutions



DATE: - 7) DATE: 10/28/2021

sa ail ine > (jtrvar— DATE: 10/29/2021



omas, Commissioner



"Department of Property & Procurement



Renewal No: POO8BOCT22