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OPCMR Amendment No. 3 to Contract No. P129DOHT21 Initials: _____ Execution Copy.8.29.2025 1 AMENDMENT NO. 3 TO PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT is made as of the ___ day of _____ , 2025 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 (hereinafter referred to as G FLAD & ASSOCIATES, INC. dba FLAD ARCHITECTS, whose address is 644 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. P129DOHT21, approved by the Governor on September 8, 2021, its Amendment No. 1, approved by the Governor on May 23, 2023, and its Amendment No. 2, approved by the Governor on April 22, 2024, (which constitute and are hereinafter referred to as the construction administration, and commissioning services associated with the Charles Harwood Medical ; and WHEREAS, the Contract expires pursuant to its terms on September 7, 2025; and WHEREAS, the Parties desire to amend the Contract to change the 2nd Amended Scope of Services in the 2nd Amended Addendum I to allow for the optimization of current design documentation based on a reduction of Approximate sixty three thousand eight hundred and forty three (63,843) BGSF and resulting incidental services, including re-issuance of updated design drawings, permitting, procurement and construction management, and construction administration services; and WHEREAS, the Parties desire to amend the Contract to increase the compensation by Five Million, Two Hundred Seventy-Seven Thousand, Two Hundred Eighty-Nine dollars and Thirty-Seven Cents ($5,277,289.37); and WHEREAS, the Parties desire to amend the Contract term to extend the expiration date to the anticipated point of completion of services; WHEREAS, Contractor represents that it is willing and capable of completing the Project in accordance with the adjustments made to the Contract referenced above; NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 5th September OPCMR Amendment No. 3 to Contract No. P129DOHT21 Initials: _____ Execution Copy.8.29.2025 2 TERMS AND CONDITIONS 1. Paragraph No. 2 The Contract effective term is hereby amended to extend to March 31, 2029, subject to the same terms noted herein by deleting all of the existing language contained therein and replacing it with new language as follows: The term of this Contract shall be from September 8, 2021, to March 31, 2029. Upon the date of execution of this Contract by the Governor of the U.S. Virgin Islands, his Contract shall be effective for the term set out herein 2. Paragraph No. 3 Compensation is hereby amended to increase the compensation by Five Million, Two Hundred Seventy-Seven Thousand, Two Hundred Eighty-Nine dollars and Thirty-Seven Cents ($5,277,289.37), for a total amount not to exceed Twenty-Two Million, Two Hundred and Seventy- Two Thousand, Four Hundred and Thirty Dollars and Sixty-Two Cents ($22,272,430.62) by deleting all of the existing language contained therein and replacing it with new language as follows: Amended Addendum I (3rd Amended Scope of Services) agrees to pay Contractor the sum not to exceed Twenty-Two Million, Two Hundred and Seventy-Two Thousands, Four Hundred and Thirty Dollars and Sixty-Two Cents ($22,272,430.62) in accordance with the provisions set forth in 3rd Amended Addendum II (3rd Amended Compensation) attached hereto and made a part of this 3. Addenda I and II of the Contract are revised by deleting all terms contained therein and inserting in lieu thereof all of the terms contained in the 3rd Amended Addendum I (3rd Amended Scope of Services) and 3rd Amended Addendum II (3rd Amended Compensation) attached hereto and incorporated into the Contract by this reference. 4. This Amendment is subject to the approval of the Governor of the Virgin Islands and to the appropriation and availability of funds. 5. Except as expressly amended in this Amendment No. 3, all terms of the Contract remain in full force and effect. 6. A facsimile, electronic, or digital signature on this Amendment shall be deemed an original and binding upon the Parties hereto. (INTENTIONALLY LEFT BLANK) ewern In witness whereof, the Parties intending to be legally bound have hereunto set their hands on the day and year as set forth below. GOVERNMENT OF THE VIRGIN ISLANDS: 9/2/2025 aseste EH ate: J E. Encamacion, Commissioner Department of Health 9/2/2025 Date: Lisa M. Alej Commissioner Department of Property & Procurement CONTRACTOR: 08/29/2025 Date: ura n, sident and CEO Flad & Associates, Inc. dba Flad Architects APPROVED AS TO LEGAL SUF FICI DEPARTMENT OF JUSTICE BY: RO md 1 Kf, Albert B i nJ For ere pion OR OF THE U.S. IRGIN [ISLANDS PURCHASE ORDER NO. Amendinent No. 3 to Contract No. PIZ9DOHT2! Initials: & Execution Copy.8.29.2025 OPCMR AMENDMENT No. 1 OF PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT made as of the 23rd day of _ May , 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 DEPARTMENT of HEALTH (hereinafter referred to as “Government’) and Flad & Associates, Inc. dba Flad Architects whose address is 644 Science Drive, Madison, WI 53711 (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. P129DOHT21 approved by the Governor on September 8, 2021, (which constitute and are hereinafter referred to as the “Contract”), the Government contracted with Contractor to provide architectural & engineering services, construction administration and commissioning services; and WHEREAS, the Contract expires pursuant to its terms on September 7, 2025; and WHEREAS, the parties desire to amend the Contract to change the Scope of Services in Addendum I to include increasing the Building Gross Square Footage (BGSF) by 74,800, and to increase the compensation by Four Million Fifty-Eight Thousand Four Hundred Ninety Dollars and Twenty Cents ($4,058,490.20); 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. Paragraph No. 3 — Compensation is hereby amended to increase the compensation by Four Million Fifty-Eight Thousand Four Hundred Ninety Dollars and Twenty Cents ($4,058,490.20) for a total amount not to exceed Twelve Million Four Hundred Sixty-Eight Thousand Seven Hundred Forty- One Dollars and Twenty Cents ($12,468,741.20) 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 1* Amended Addendum I (1*' Amended Scope of Services) agrees to pay Contractor the sum not to exceed Twelve Million Four Hundred Sixty-Eight Thousand Seven Hundred Forty-One Dollars and Twenty Cents ($12,468,741.20) in accordance with the provisions set forth in 1‘' Amended Addendum II (1*t Amended Compensation) attached hereto and made a part of this Contract.” 2. Addenda I and II of the Contract are revised by deleting all terms contained therein and inserting 1 Contract No. Amendment No. | to P129DOHT21 Initials: oe 4 OPCMR in lieu thereof all of the terms contained in 1‘* Amened Addendum I (1* Amended Scope of Services) and 1‘t Amended Addendum II (1*t Amended Compensation) attached hereto and incorporated into the Contract by this reference. 3. This Amendment is subject to the approval of the Governor of the Virgin Islands and to the appropriation and availability of funds. 4. Except as expressly amended in this Amendment, all terms of the Contract remain in full force and effect. 5. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. (INTENTIONALLY LEFT BLANK) 2 Contract No, Amendment No. | to P129DOHT21 iis SY OPCMR IN WITNESS WHEREOF, the Parties have hereunto set their hands on the day and year first above written. GOVERNMENT OF THE VIRGIN ISLANDS ear 4/21/2023 Justa E. Encarnacion, Commissioner Date Department of Health — EVE) 5/11/2023. Lisa M. Alejafidro, Acting Commissioner Date "Department of Property & Procurement CONTRACTOR Fi a 7 April 17, 2023 Jeffrey C. Zitz, President and CEO Date Flad & Associates, Inc. dba Flad Architects APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY: ate 9/15/2023 ssistant Attorney General APPROVED: onorabl ryan Jr. GOVERNOR OF THE VIRGIN ISLANDS PURCHASE ORDER NO. 3 Contract No. Amendment No. 1 to P1IZ29DOHT21 Initials: IG AMENDMENT No. 2 OF PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT made as of the 22nd__ day of __ April , 2024 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 (hereinafter referred to as “Government”) and Flad & Associates, Inc. dba Flad Architects whose address is 644 Science Drive, Madison, WI 53711 (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. P129DOHT21 approved by the Governor on September 8, 2021, and its Amendment No. 1, approved by the Governor on May 23, 2023, (which constitute and are hereinafter referred to as the “Contract’”), the Government contracted with Contractor to provide architectural & engineering services, construction administration and commissioning services; and WHEREAS, the Contract expires pursuant to its terms on September 7, 2025; and WHEREAS, the parties desire to amend the Contract to change the 1*‘ Amended Scope of Services in 1S' Amended Addendum I to include the design of the North Lot, decrease the Building Gross Square Footage (BGSF) by 49,800, and to increase the compensation by Four Million Five Hundred Twenty Six Thousand Four Hundred Dollars and Five Cents ($4,526,400.05); 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. Paragraph No. 3 —- Compensation is hereby amended to increase the compensation by Four Million Five Hundred Twenty Six Thousand Four Hundred Dollars and Five Cents ($4,526,400.05) for a total amount not to exceed Sixteen Million Nine Hundred Ninety Five Thousand One Hundred Forty-One Dollars and Twenty Five Cents ($16,995,141.25) 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 2™ Amended Addendum I (2"? Amended Scope of Services) agrees to pay Contractor the sum not to exceed Sixteen Million Nine Hundred Ninety Five Thousand One Hundred Forty-One Dollars and Twenty Five Cents ($16,995,141.25) in accordance with the provisions set forth in 2"? Amended Addendum II (2°? Amended Compensation) attached hereto and made a part of this Contract.” 2. Addenda I and II of the Contract are revised by deleting all terms contained therein and inserting Amendment No. 2 to 1 Contract No. P129DOHT21 Initials: IG Pre am a ae F ——s wy RE Ane Zi Se OPCMR in lieu thereof all of the terms contained in 2" Amended Addendum I (2° Amended Scope of Services) and 2° Amended Addendum II (2° Amended Compensation) attached hereto and incorporated into the Contract by this reference 3 This Amendment is subject to the approval of the Governor of the Virgin Islands and to the appropriation and availability of funds 4 Except as expressly amended in this Amendment, all terms of the Contract remain in full force and effect 5 FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto (INTENTIONALLY LEFT BLANK) Amendment A o§dQuT21 Contract No Initials IG IN WITNESS WHEREOF, the Parties have hereunto set their hands on the day and year first above written. GOVERNMENT OF THE VIRGIN ISLANDS ca AB 2/9/2024 ta NAcare Justa E, Encarnacion, Commissioner Date Department of Health OTA, 3/11/2024 Lisa M. Aléjandro, Commissioner Date mite” Department of Property & Procurement CONTRACTOR / Lo Liv 4/30/2024 Jepey C. ZutZ, sident and CEO Date ad & Associdtes, Inc. dba Flad Architects APPROVED AS TO LEGAL SUFFICIENCY is DEPARTMENT OF JUSTICE BY: Plea, cbicialde li “6 Date 3/13/2024 Assistant Attorney Gengfal APPROVED: Date: 4 [exfey HonoFa e n GOVERNOR OF THE VIRGIN ISLANDS PURCHASE ORDER NO. AmendmentNo. 2 to 3 Contract No. P129DOHT21 Initials: IG CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 8th day. of September , 2021, 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 (hereinafter referred to as "Government or DOH"): and Flad & Associates, Inc. dba Flad Architects (hereinafter reférred to as "Contractor").- WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to provide architectural &! engineering services, construction administration and commissioning services, which duties and- responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Government solicited the services under RFP No. RFP-001-C-2021; and WHEREAS, the Contractor represents that it is willing te 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: , j 1. SERVICES The Contractor will provide the services described in Addendum | (Scope of Services) attached hereto and made a part of this contract. 2. TERM AND EFFECTIVE DATE This Contract shall be effective upon the date of execution of this Contract by the Governor of the US. Virgin Islands and shall terminate Forty-Eight (48) months thereafter. The Government in its sole discretion, shall have the option to e extend this Contract, at no additional cost, for two (2) additional periods of twelve (12) month(s) each subject to the same terms noted herein, by. providing the Contractor with sixty (60) days written notice of the Government’ S election to renew. 1 RFP No. 001-C-2021 (P) Contractor’s Initials: G 3 Contract No.. P129DOHT21 3. COMPENSATION The Government, in consideration of the satisfactory performance of the. services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to, exceed Fight] Million, Four Hundred ‘Ten, Thousand, Two Hundred Fifty-One Dollars and No Cents ($8, 410, 251.00) in accordance with the provisions set forth in Addendum II (Compensation) attached: hereto and made a part of: this contract. 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 exceed Three Hundred Fifty- -Eight Thousand, Three Hundred Sixty Dollars and No Cents ($358; 360.00). 5, RECORDS The, Contractor. when applicable, will present documented precise records of-time. and/or money expended under this Contract.— The Contractor agrees to maintain the professional standards applicable to its profession and to consultants doing business i in the Ca States Virgin Islands. 7. DOCUMENT S, 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 shall not be used by Contractor or by any other person or entity except upon the written permission of the Government. Notwithstanding the foregoing, Contractor retains all right; title and interest in Contractor’s design specifications and related ‘materials which have been developed prior to or independent of the Work hereunder and not specific to the Work. 8. LIABILITY OF OTHERS _ REP No. 001-C-2021(P) Contractor’s Initials: c A Contract No. _P1 29DOHT21 Nothing + in this Contract § shall be construed to impose any liability upon the per ns, “firms, hccinperd or ‘corporations eager by Contractor as Serv: insurance, “gross receipt, excise, and social security taxes for. Contractor, its servants, agents or independent contractors; ‘provided, however, that the Contractor shall: not be ‘liable for any construction contractor(s)’ acts or omissions or failure to. perform the obligations of the contract(s) by the Contractor’ s own acts or: omissions: or © failuite to. ‘perform its 0 own obligations under. this Contract. , ; | 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. With. respect: to consultants and subcontractors disclosed in the Contractor’ Si ‘Proposal, specific | ‘prior written consent shall ‘not be required, provided that the use of a subcontractor or. consultant shall-not-act to relieve the Contractor of 2 any of i its) ‘obligations hereunder. 10. INDEMNIFICATION AND DEFENSE. J Contractor agrees to indemnify, defend aind hold harmless Government from and against any and . all loss; damage, liability, claims, demands,. detriments, costs; charges. and expenses (including attorney’s fees) and-causes of action of whatsoever character which Government may incur, sustain or be subjected to, arising out of ithe negligence or breach of contract by Contractor. and that arise out of Contractor’ s performance’ and. non-performance « of the services under this Contract except the sole negligence of Government. This clause. shall survive termination or expiration of this Contract. In the event the Government is required to.defend or respond | to a claim alleged to have been caused, in whole or in part, by the conduct of. Contractor, in any way connected to the services to be performed by Contractor under this‘Contract, or related to any acts arising out of those set out above, the Contractor shall promptly accept the tender of defense made by the Government, asa condition of this Contract. Such cooperation shall include, without . limitation, providing appropriate expert or other review and testimony, document production and any other reasonable assistance, including court costs and attoriiey’ s fées, to the Government until such matter is finally resolved. ; [ 11. INDEPENDENT CONTRACTOR RFP No. 001-C-2021 (P) . Contractor’s Initials \ 4 . Contract No. P129DOHT21 The: ‘Contractor shall perform this Contract as an independent contractor and_ nothing. herein. contained’ shall'be construcd | 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 parties hereto or their duly authorized representatives, and: specifying ‘with particularity 1 the nature and extent of such waiver, modification or amendment. Any such waiver, modification or amendment i 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 sttictly limited. and | restricted to. the extent and occasion specified i in such signed writing or writings. In the event circumstances not caused by the Contractor’ s errors and omissions (A) delay the commencement or progress of the Work or (B) require a. change to the Scope of Work, the Contractor shall be entitled to an equitable extension of the Completion. Date, and:to the extent such delay or change in the Scope of Work- alters.the cost of performance of services hereunder or the expenses of . performance, Contractor shall be entitled to an equitable adjustment of the Contract Price. “When the Contractor becomes aware of such an event, the Contractor shall:so notify the Government, and the Parties will: execute- an amendment to reflect any agreed upon changes to the Scope of Work;. Completion Date or Contract Price, as the case may be. 7 | 14, ENTIRE AGREEMENT Pri | This agreement constitutes the entire agreement of the parties relating to the subject matter addressed i 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 i is not performed i in accordance with-the terms hereof, Government will have the right to withhold out of any payment due to Contractor, such sums as Government may 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 deem proper to REP No. 001-C-2021 (P Contractor's Initials: ee Contract No. P129DOHT211 secure ¢ itself or to satisfy such claims. Government will immediately notify the Co1 tractor in writing i 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 claims will be paid by Contractor or its insurance carrier, if applicable i 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. 17. TERMINATION | | Either party will have the right to terminate this Contract with or without cause on thirty (30) days written. ma to the other party specifying the date of 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 éffected by ‘delivering | to the Contractor a Notice of Partial Termination. specifying the extent to which the term and/or duties und this Contract are. terminated andthe date upon. which such termination becomes effective. tractor 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. 1p. 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 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. Contractor further covenants that it is: RFP No. 001-C-2021 (P) Contractor’s initials: WY Contract No. P129DOHT21 OPEMR (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: ; | 7 (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 '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 . 7 _ Anthony.D. Thomas, MBA Commissioner _ . Department of Property and Procurement 8201, Subbase, Suite 4 _ St. Thomas Virgin Islands 00802 Justa E. Encarnacion, RN, BSN, MBA/HCM Commissioner of Department of Health 3500:Estate Richmond Christiansted, St. Croix VI 00820 CONTRACTOR Jeffrey C. Zutz, President and CEO Flad & Associates, Inc. dba Flad Architects 644 Science Drive Madison, WI 53711 with copies via email to: jzutz@flad.com | sjackson@flad.com khenshue@facfin.com 6 RFP No. 001-C-2021 (P) , Contractor’s Initials: IG Contract No. P129DOHT21 The Contractor covenants that it has: obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 of the Virgin Islands Code; and familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. , 23. OTHER PROVISIONS Addenda‘I) II; III, IV and V attached hereto area part of this Contract-and are incorporated herein by:reference ar . - 24. DEBARMENT CERTIFICATION By execution.of this contract; the contractor certifies that it is eligible-to receive contract awards using ederally 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 subcontractors with the current “LIST OF PARTIES EXCLUDED .FROM:FEDERAL PROCUREME 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 shall“promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 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. 2 26: 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 : 7 RFP No. 001-C-2021 (P) Contractor’s Initials: Z : Contract No. P{ 29DOHT21 knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. 27 - FORCE MAJEURE The Patties’ performance under. this Agreement shall be excused so long as the force majeure event prevents. the performance of any obligation hereunder. when sich delay is occasioned by events or occurrences beyond their control, including but not limited to, acts of God, war or-threat of war, government retaliation against: foreign or domestic enemies, terrorism, governmental, regulation, civil:disorder, adverse governmental actions or conditions, epidemic, pandemic, recognized. health threats as determined by the Centers for Disease Control and Prevention (CDC) or local health agency, disaster, fire, strikes either real or- threatened: curtailment: of transportation facilities, or other, similar, cause beyond the control:of the Parties. (collectively; * “Force Majeure”, making it from:an. economic, political, personal safety, or. policy basis, illegal, inadvisable, or objectively impossible, or commercially unreasonable to-fulfill:the terms of this Agreement: This Agreement , may. ‘be terminated, and/or specific . nonperformance or vunder-performance may be excused, without penalty or payment, except for those Services already- provided, for any one or more of such Teasons by written notice from the other Party. 28. SEVERABILITY oo: | a If an provision(s) of this Contract shall be‘held to-be invalid, illegal, unenforceable or in conflict with:the law of the United: States Virgin’ Islands, it shall be: regarded ‘as stricken and:the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 29. PEN ALTY The Contractor shall pay to DOH. as a a penalty, up.to One Hundred Fifty Dollars.and No Cents ($1 50.00) for. each business day that a deliverable is late until deemed i in compliance, subject to a maximum. penalty of Five Thousand Dollars and No Cents ($5, 000. 00), per deliverable. Penalty damages. may be assessed at the reasonable discretion of DOH. For the. purpose of calculating such penalty damages. a grace period-of ten (10) days shall be observed and the contracts schedule shall be extended by any additional time or delays outside the control of the Contractor caused by an act of commission, omission or delay of DOH. DOH may deduct and retain out of the. monies; which ‘may become due hereunder the amount of any such liquidated damages. and in case the amount which may become due hereunder shall be less than the amount of the liquidated damages due to DOH; the Contractor shall be liable to pay the difference. 30. WARRANTY OF NON-SOLICITATION: The Contractor expressly warrants that it has not employed any person to solicit or obtain this contract on its behalf, or cause or procure the same to be obtained upon compensation in any way, 8 RFP No. 001-C-2021 (P) _ Contractor’s Initials: IG , Contract No. P1 29DOHT21 contingent, in whole or in Part, upon such procurement, and that it has not paid, or promised or agreed 0 pay to any person, in consideration of such procurement, or in compensation for services in connection therewith, any brokerage, commission, or percentage upon the amount receivable | by it ‘hereunder; and that it has not; in estimating the contract price demand, included any sum by reason of such brokerage, commission or percentage, and that all monies payable to it hereunder are free from obligation t to any other person for services-rendered, supposed to have: been rendered, in the Procurement, of this contract. Breach of this warranty shall give VIHFA the right to terminate this Contract or, in its discretion, to deduct from the Contract Cost or consideration the amount of such commission, percentage, brokerage or contingent fees. Contractor i is. responsible for payment of all applicable federal and local Territorial taxes, including any. taxes of any. out-of- state employees who.are currently assigned to this:project and. are working. within the Territory. IT | (a) “GROSS RECEIPT TAXES: Title 33 V.LC. Ch.3, §44, as amended requires all Government : agencies including the Virgin Islands Housing Finance Authority (“VIHFA”), when making a payment under this Contract, to deduct and withhold: from such payments, ‘gross receipts taxes as_ required by law at 33 VIC Section 43(a) for each: payment for Work performed i in the’ Virgin Islands: It is agreed between the Parties that for the purposes of complying with Title 33, Ch. 3, Section 44 of the Virgin Islands Code, VIHFA shall withhold: and forward to the Virgin Islands Bureau of Internal Revenue (“VIBIR”) such amount as required by the law at 33 VIC Section 43) or-any amendments thereto. (b) The Contractor. agrees that the calculation and payment of gross receipts taxes shall be its sole responsibility. ‘The. Authority. shall not be responsible i in any way for any miscalculation, or additional assessments by the VIBIR. resulting from Work. performed under this Contract. In the unlikely event any overpayment or underpayment is made to the VIBIR, the Contractor shall resolve such matter with VIBIR and inform the Authority of the resolution thereof. 32. CONF IDENTIAL INFORMATION It is understood and agreed that Contractor, including but not limited to its employees, agents and assign, shall maintain as confidential all information that Government may disclose to Contractor. RFP No. 001-C-2021 (P) Contractor’s Initials: IG Contract No._ P12Q9DOHT21 . i. iii. is either: OPCMR Contractor shall take all steps to protect and to not disclose this information, unless the information known to the disclosing party prior to its receipt from the other Party without a limitation or obligation of confidentiality under another agreement; independently developed by the disclosing party without use of the other party’s protected information or data; in the public domain at the time eof disclosure through no fault of the disclosing party; iv. received from’a third party with a legal or contractual: right to. disclose such information or “data; or v. required to be disclosed as a result of a legal obligation to do so; provided, however, that the disclosing ‘party shall provide 10 days’ .prior written notice to the other party of its intention to disclose such information. 33. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contact 1. 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 occurrence for death or personal i 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 apeured via-an. endorsement. PROFESSIONAL LIABILITY: Professional liability i 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 asa certificate holder. WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 34, FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. 10 RFP No. 001-C-2021 (P) Contractor’s Initials: ; Kv 4 Contract No. P129DOHT21 fay OPCMR IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS Derees A Dunlog-Harkey 6/18/2021 ea arene Commissioner Date Department of Health hay. Chuva 7/29/2021 plc the Anthon{B). Thomas, Commissioner Date Department of Property and Procurement CONTRACTOR UC. fa = 06/18/2021 eens Sina Jefffey C.Zyfz, President and CEO Date Flad & Associates, Inc. dba Flad Architects sodhy, Ke, ot °° nererengd (Corporate seal if Contractor is a corporation) Fe otronyy ea SEAL ; ind 4G. < % nCOWsiti eS APPROVED tA Date ah .- a | an Jr. GOVERNOR OF THE U.S. VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFIC DEPARTMENT OF JUSTICE BY AMM: Tal ate 8/16/2021 #2 PURCHASE ORDER NO 11 RFP No. 001-C-2021 (P) Contractor's Initials GG Contract No. P129DOHT21