OPCMR
CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT made as of the
day of
, 20
, 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 dib!a Island Therapy Solutions (hereinafter referred to
as “Contractor”).
WI T N E S E T H:
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 Addenciuml(Scope of Services), attached hereto, and
WHEREAS, the Contractor was selected in accordance with 31 V.I,C. § 239(a)(4); and
WHEREAS, the Contractor represents that it is willing and capable of providing such
services; and
N 0 W, T H E R E F 0 R E, 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:
I.
SERVICES
The Contractor will provide the services described in Addendum .1 (Scope of Services), attachl
hereto and made a part ot’ this contract.
2.
TERM AND EFFECTIVE DATE
The term ofthis Contract shall be from November 1, 2020, to October31, 2021. Upon the date of
execution of this Contract by the Commissioner ofthe 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 for a period ofone (I) additional year subject
to the same terrm noted herein, by providing the Contractor with 60 days written notice of the
Government’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 II (Compensation), attached hereto and made a part of this Contract.
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Contract No.
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November
20
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4.
TRAVEL EXPENSES
Inclusive ofthe 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 $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
eveiy 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.
LEABILITY 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 employees, 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 and
obligations, and taxes of Contractor of whatsoever nature, including, but not Limited to,
unemployment insurance, gross receipt, excise, and social security taxes for Contractor, its,
servants, agents or independent contractors.
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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
attorneys’ 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
Government.
11.
INDEPENDENT CONTRACTOR
The Contractor shaLl perform this Contract as an independent contractor, and nothing herein
contained shall be consimed 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 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 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.
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IS.
RIGHT TO WiTHHOLD
lfwork 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 itselfor 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 the Government if and while Contractor gives
satisfactory assurance to the Government that such claims will be paid by the 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 30 days ritten
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 30 days written
notice to the Contractor. This partial termination shalt 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 tenninated 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
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(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 ofinterest, 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
1101(1) of said Code chapter.
21.
NOTiCE
Any notice required to be given by the terms of this Contract sha1l 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, VI 00802
Email: anthony.thomas@dpp.vi.gov
Telephone: 340-774-0828
Wynnie Testamark
Director
Bureau of Corrections
RR 1, Box 9909
KingshiLl, VI 00850
Email: wtestamark@boc.vi.gov
Telephone: 340-773-6309
CONTRACTOR
Lindsy Wagner, PsyD
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Contractor’s (nitja
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Sole Member/Manager
Lindsy Wagner, LLC
d/b/a Island Therapy Solutions
P.O. Box 223811
Christiansted, VI 00822
Email: lwagner@islandtherapysolutions.com
Telephone: 340-719-7007
22.
LICENSURE
The Contractor covenants that it has:
(a)
obtained all ofthe applicable licenses or permits, temporary or otherwise, as
required by Title 27 of the Virgin [slands Code; and
(b)
familiarized itself with the applicable provisions ofTitle 27 of the Virgin Islands
Code pertaining to professions and occupations.
23.
OTHER PROVISTONS
Addenda land II, 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 debaired 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.’1 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.
If, during the term of this Contract, the Contractor shall become ineligible to receive Contract
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-Contract after
the effective date of such ineligibility.
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, commission1
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or other agency thereof, knowing such claim to be false, fictitious or fraudulent. 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: Commercial general liability insurance,
in a form acceptable to the Government, on a “per occurrence” basis with a
minimum limit of not less than three hundred thousand dollars ($300,000.00) for
any one person per occurrence for death or personal injury and three bundied
thousand dollars ($300,000.00) 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 ofcoverage.
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.
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IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year
first above written.
GO
E NM’
T OF TILE VIRGIN ISLANDS
ynme Testamark, Director
te
Bureau of Corrections
Anthony D. Thomas, Commissioner
Department ofProperty and Procurement
Date
CONTRACTOR
Lindsy Wagner, LLC
dIb
slat
Therapy Solutions
Date
(Corporate seal, if Contractor is a corporation)
APPROVED ASTO LEGAL
12/1/2020
DEPARTMENT OF JUSTICE B
_________________
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PURCHASE ORDER NO.
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Contractor’s I nit
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W1TNESSE
Contract No
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