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OPCMR CONSTRUCTION CONTRACT TillS AGREEMENT is made this — day of. , 20, in the Territory ofthe Virgin Islands, by and between the Government ofthe Virgin Islands, Department of Property & Procurement, on behalf of the Departnent of Public Works (hereinafter referred to as “Government”) a Heights. Construction: and Supply, MC (hereinafter refirred to as “Contractor”). WITNESSETH: WHEREAS, the Government is. in need of a contractor to furnish all labor, materials and equipment necessary for the Estate St. Georges Road Repairs, Phase U, St. Croix, U.S. Virgin Islands in strict accordance with the plans and specications (incotporated by reference and made a part of this contract), which duties and responsibilities are more particularly described in Addendum 1, (Scope of Work), Addendum 11 (General Provisions and Warranties together with the additional General Provisions — Construction), Addendum 111 (Termination of Contracts), and Addendum IV (Compensation) attached hereto; and WhEREAS, the Contractor represents that it is willing and capable of providing such services; 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 more particularly in Addendum I (Scope of Work) incorporated herein by reference and made a part ofthis construction contract, 2. TERM This Contract shall commence upon execution by the Commissioner of the Department of Property and Procurement and shall terminate within one hundred twenty (120) calendar days from the issuance ofthe formal Notice to Proceed, or in accordance with an agreed upt)n extension pursuant to the General Provisions. 3. COMPENSATION The Government, in consideration of satisfactory performance of the services described in Addendum I, agrees to pay the Contractor the sum of Three Hundred Eighty-Seven Thousand, Eight Hundred Thirty-One Dollars and Zero Cents ($387,831.00) in accordance with the provisions set forth in Addendum IV (Compensation), attached hereto is hereby incorporated by reference and made a part ofthis contract. COS 1DPWC2I (1-ICS) Contractor’s Inithils_________ TFBO76DPWC2 1(C) 1 16th November 21 OPCMR 4. LIQUIDATED DAMAGES It is hereby expressly agreed by the parties hereto that in the ovcnt the Contractor has not completed the scope ofwork under the term set forth in Paragraph 2 hereof, One Hundred Dollars and Zero Cents ($100.00) for each calendar day or portion thereof shall be due the Government. The liquidated damages shall first be deducted from any contract monies due, but not yet paid to the extent available. 5. RECORDS The Contractor 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 Contractors doing business in the United States Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. Certified copies of all documents, books, records, instructional materials, programs, printouts and memoranda of every description derived therefrom and pertaining to this Contract shall become the property ofthe Government and shall be turned over to it at the termination of this Contract, or at the Government’s request, during the life of the contract. The above-described materials shall not be used by Contractor or by any other person or entity except ‘upon the written permission ofthe Government. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon Government to persons, firms, associations, or corporations engaged by Contractor as servants, agents, 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, responsibilities, 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. 9. ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this contract without the prior written approval ofthe Government. C05 1DPWC2 I(NCS) Contractor’s Initials_________ IFBO76DPWC21 (C) 2 OPCMR 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 attorney’s 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 perfbrmed by Contractor under this Contract and arising from any cause, except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor, and nothing herein contained shall be construed to be inconsistent with this relationship or status, 12. GOVERNING LAW This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction and venue are exclusive in. the United States Virgin Islands. 13. WAIVERS AND AMENDMENTS No waiver, modification, or amendment of any term, condition. or provision ofthis 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 instances shall inno event be construed to be a general waiver, modification, or amendment ofany 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 ofthe 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 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 C05 1 DPWC2 1 (HCS) Contractor’s Lnitial&_________ IFBO76DPWC2 1(C) 3 OPCMR Government may deem proper to secure itself or to satisfy such claims. The Government will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. 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. TRMII4ATION Either Party willhave the right to terminate this contract with cause on ten (10) days written notice to the other party specifying the date of termination. The attached “Addendum Ill- Termination of Contracts for the Convenience of the Government1’ is hereby fully incorporated herein by reference and is made a part of this agreement. 18. PARTIAL TERMINATION The performance ofwork under this contract may be terminatedby the Government in part, whenever the Government shall deem such termination advisable by providing ten (10) 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 ten (10) days’ notice. 19. NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds of, or b subject to discrimination in the performance ofthis Contract on account ofrace, creed, color, sex, religion, disability or national origin, 20. CONFUCT OF INTEREST (a) Contractor covenants that it has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to perform 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, orjudicial branch ofthe Government or any agency, board, commission, or independent instrumentality of the Government, whether compensated on a salary, fee or contractual basis); or COSt DPWC2 (HCS) Contractor’s Initia’s_________ TFBO76DPWC2I (C) 4 OPCMR (2) a territorial officer or employee and, as such, has: (1) familiarized itself with the provisions of Title 3, Chapter 37, Virgin Islands Code, pertaining to conflicts ofinterest, including the penalties provisions set forth in section 1108 thereof; (ii) not made, negotiated or influenced this contract, in its official capacity and (lii) no financial interest in the contract as that term is defined in section 1101, (1) of said Code chapter. 21. EFFECTIVE DATE The effective date of this Contract is upon the execution by the Commissioner of the Department of Property and Procurement. 22. NOTICE Any notice required to be given by the terms ofthis 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 CONTRACTOR C05 I DPWC2I (H CS) TFBO76DPWC2I(C) Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas USVI 00802 Derek A. Gabriel Commissioner Department ofPublic Works 6002 Anna’s Hope, St. Croix, Virgin Islands 00820 Elroy Swanston President Heights Construction, LLC P.O. Box 1818 Kingshill, VI 00851 5 Cootractor’s Initials__________ OPCMR 23. LICENSURE The Contractor covenants that it has: a. obtained all of the applicable Licenses or permits, temporary or otherwise, as required by Title 27 of the Virgin Islands Code; and b. familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 24. CONTRAUFOR’S REPRESENTATIONS The Contractor agrees that it is fully informed regarding all the conditions affecting the work to be done and labor and materials to be furnished for the completion of the Contract, and that it has been engaged in and now does such work and represents that it is fully equipped, competent, and capable of petforming the work and is ready and willing to perform such work. The Contractor agrees further to begin work not later than the date indicated on the formal Notice to Proceed and complete the work within the number of days specified in the proposal or as extended in accordance with the General Provisions ofthe Contract. The Work shallb.e done under the direct supervision ofthe Government, and in accordance with the laws of thç Govçrnment and it Rules and Regulations thereunder issued and any and all applicable federal rules and regulations. The parties hereto agree that this contract shall, in all instances, be governed by the Laws ofthe Governnient of the Virgin Islands. 25. WARRANTY OF NON-SOLICTATION The Contractor expressly warrants that it nor its officers, agents or employees has employed no person to solicit or obtain this contract on its behalf, or to cause or procure the same to be obtained upon compensation in any way, contingent, in whole or in part, upon such procurement, and that it nor its officers, agents or employees 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 him hereunder, and that it nor its officers, agents or employees has not, in estimating the contract price demanded by it 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, or supposed to have been rendered, in the procurement ofthis contract. Breach of the warranty shall give the Government the right to terminate this Contract, or in its discretion, to deduct from the contract price or consideration the amount ofsuch commission, percentage, brokerage or contingent fees. 26. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any C05 IDPWC2 1(HCS) Contractor’s Initials__________ IFBO76DPWC2I (C) 5 /\ OPCMR claim tpon or against the Government of the Virgin Islands, or any officer, department, board, commission, 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. 27. DEBARMENT CERTIFICATION By execution of this contract, the Contractor certifies that it is eligible to receive contract awards using federally appropriated flmds 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 firnish 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 finds, 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. 28. OTHER PROVISIONS Addendum I (Scope of Work), Addendum LI (General Provisions and Warranties), Addendum III (Termination of Contracts), and Addendum IV (Compensation) attached hereto are hereby incorporated by reference and made a part of this contract. 29. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract: (a) COMMERCLk1 GENERAL LIABILITY: Commercial general liability insurance, in a form acceptable to the Government, on a ‘per occurrence” basis with a minimum limit ofnot less than one million dollars ($500,000.00) for any one person per occurrence for death or personal injury and one million dollars ($500,000.00) 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) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form ofcoverage. 30. PAYMENT AND PERFORMANCE BONDS The Contractor shafl comply with the following minimum bonding reciuirements: (a) A performance bond to secure Contractor’s obligations and performance under the contract for 100% of the Contract price; and COS IDPWC2I(HCS) Contractor’s Lnitials__________ 1FBO76DPWC21(C) 7 OPCMR (b) A payment bond to assure payment to all persons supplying labor and material in the execution of the work provided for in the contract for 100% of the Contract price; or (c) In case of preferred bidders only, any allowable form of guaranty allowed under 31 V.I.C. § 236a and as approved by the Commissioner of the Department of Property and Procurement. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Date:(O(Z6fZt—l Anthony D. Thomas Commissioner Department of Property and Procurement Date:__________ CONTRACTOR j / ,/ EIr y Swanst , Pr dent Heights Construction and Supply, LLC Date:JLLJ2 (Corporate seat, [Contractor is a corporation) APPROVED AS TO LEGAL SUFFICIENCY AT THE DEPARTMENT OF JUSTICE BY: Date 11/16/2021 Assistant Attorney General Purchase Order No. C05 IDPWC21(HCS) IFBO76DPWC2I(C) 8 Conctor’s IniaIs__________ A. Gabriel Commissioner Department of Public Works 11/16/2021