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Contract No. ________________ 
Initials: _____ 
AMENDMENT No. 1 OF 
PROFESSIONAL SERVICES CONTRACT 
THIS AMENDMENT 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 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 1st
Amended Addendum I (1st 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 1st Amended
Addendum II (1st 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
23rd
May
23
Amendment No. 1 to P129DOHT21 
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Contract No. ________________ 
Initials: _____ 
in lieu thereof all of the terms contained in 1st Amened Addendum I (1st Amended Scope of 
Services) and 1st Amended Addendum II (1st 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 No. 1 to P129DOHT21
Amendment No. 1 to P129DOHT21
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CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made this
_______
day of
, 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 refelTed to as “Government or
DOH”) and Flad & Associates, Inc. dba Flad Architects (hereinafter referred 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-00l-C-2021; 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:
1. SERVICES
The Contractor will provide the services described in Addendum I (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
U.S. 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 ofthe Government’s election to renew.
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3. COMPENSATION
The Government, in consideration of the satisfactory perfoimance of the seivices desciibed in
Addendum I (Scope of Services), agrees to pay Contractoi a sum not to exceed Eight 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.
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 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.
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 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
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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 limited to unemployment
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)
between such construction contractor(s) and the Government, so long as the same are not caused
by the Contractor’s own acts or omissions or failure to perform its 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’s 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 any
of its obligations hereunder.
10. INDEMNIFICATION AND DEFENSE
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 fees) and causes of action of whatsoever character which Government may incur,
sustain or be subjected to, arising out of the 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, as a
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 attorney’s fees, to the Government until such matter is finally
resolved.
11. INDEPENDENT CONTRACTOR
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P129DOHT21
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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 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 the same shall be strictly limited and
restricted to the extent and occasion specified 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.
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.
15. RIGHT TO WITHHOLD
If work 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 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
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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 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 Governor.
17. 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 he 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 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 oftermination,
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 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. OO1-C-2021 (P)
Contractor’s Initia1s:
Contract No. P129DOHT21
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(1)
not a territorial officer or employee (i.e., the Governor, Lieutenant Governor, member of
the Legislature, or any other elected telTitorial 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
(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
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
sjacksonflad.com
khenshue@facfin.com
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22. LICENSURE
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 are a 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
subcontracts 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 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.
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. 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
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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 Parties’ performance under this Agreement shall be excused so long as the force majcure event
prevents the performance of any obligation hereunder when such 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 under-performance may be excused,
without penalty or payment, except for those Services already provided, for any one or more of
such reasons by written notice from the other Party.
28. SEVERABILITY
If any 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 i-egarded as stricken and the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
29. PENALTY
The Contractor shall pay to DOH as a penalty, up to One Hundred Fifty Dollars and No Cents
($150.00) for each business day that a deliverable is late until deemed 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 often (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 wanants 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,
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contingent, in whole or in part, upon such procurement, and that it has not paid, or promised or
agreed to 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 to any other person for services rendered, supposed to have been rendered,
in the procurement of this contract. Breach ofthis 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.
31. TAXES:
Contractor 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.
(a) GROSS RECEIPT TAXES: Title 33 V.I.C. 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 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 (4’VIBIR”) such amount as required by the law at 33 VIC Section
43) or any amendments thereto.
(b)Thc Contractor agrees that the calculation and payment of gross receipts taxes shall be its
sole responsibility. The Authority shall not be responsible 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. CONFIDENTIAl. 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.
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Contractor shall take all steps to protect and to not disclose this information, unless the information
is either:
i.
known to the disclosing party prior to its receipt from the other party without a limitation
or obligation of confidentiality under another agreement;
ii.
independently developed by the disclosing party without use of the other party’s protected
information or data;
iii.
in the public domain at the time of 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 Contract
1.
COMMERCIAL GENERAL LIABILITY: Conwnercial 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 injury and one million dollars ($1,000,000.00) for any one occurrence
for
property damage. Insurance policy(ics) shall name the Government of the Virgin
Islands as the certificate holder and additional insured via an endorsement.
2.
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.
3.
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.
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Contract No. P129DOHT21
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