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OPCMR CONSTRUCTION CONTRACT THIS AGREEMENT is made this day of , 20_, in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property & Procurement, on behalf of the Department of Human Services (hereinafter referred to as “Government”) and Professional Design! Builders, Inc. dba Custom Builders (hereinafter referred to as “Contractor”). V ITN ESS ETH: WHEREAS, the Government is in need of a contractor to furnish all labor, materials and equipment necessary for the Department of Human Services Head Start Playground Project, St. Croix, U.S. Virgin Islands, instrict accordance with the plans and specifications (incorporated by reference and made a part of this contract), which duties and responsibilities are more particularly described in Addendum I, (Scope of Work), Addendum II (General Provisions and Warranties together with the additional General Provisions — Construction), Addendum 111 (Termination of Contracts), Addendum IV (Compensation), and Addendum V (Provisions from 2 CFR 200 — Appendix II) 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 of this construction contract. 2. TERM This Contract shall commence upon execution by the Governor and shall terminate within one hundred fifty (150) calendar days from the issuance of the formal Notice to Proceed, or in accordance with an agreed upon extension pursuant to the General Provisions. 3. COMPENSATION The Government, in consideration of satisfactory performance of the services described in Addendum 1, agrees to pay the Contractor the sum of Two Million, Forty-Six Thousand, Eight Hundred Eighty-Three Dollars and Thirteen Cents (S2,046,883.13) in accordance with the provisions set forth in Addendum IV (Compensation), attached hereto is hereby incorporated by reference and made a part of this contract. COO7DI-{SC22(CB) Contractor’s Initials IF BO 12 DH SC2 2(C) 25th 22 January 1Efl OPC’MR 4. LIQUIDATED DAMAGES It is hereby expressly agreed by the parties hereto that in the event the Contractor has not completed the scope of work under the term set forth in Paragraph 2 hereof Three Hundred Dollars and Zero Cents (S300.OO) for each calendar day or portion thereof shall he due the Government. [he liquidated damages shall first be deducted from any contract monies due, hut not yet paid to the extent available. 5. RECORDS The Contractor ill present documented. precise records of time and/or mone 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, hooks. 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 ol this Contract, or at the Government’s request, during the life of the contract. The ahove-desrihed materials shall not be used by Contractor or by any other person or entity except upon the written permission of the (Iovernment. 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 of the Government. COO7DFISC22(CB) _________ FI3OI2DHSC22(C) Contractor’s 1nitiaI OPC Ni R 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 lees) 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 he performed 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 an 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. moditication, or amendment in any 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. 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance ith the terms. hereof, Government ill have the right to withhold out of any payment due to C’ontractor, 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 Goemment may apply such sums in such manner as the Goernment may deem proper to secure itself or to satisfy such claims. The Government will COO7DHSC22(CB) Contractor’s Initials IFBO I 2DHSC22(C) .5 OPCMR 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 a ailahility and appropriation of funds and to the approval of the (io emor. 17. TERMINATION Lither Party will have the right to terminate this contract with cause on ten (10) days written notice to the other party speciting the date of termination. [he attached “Addendum 111- Termination of (‘ontracts for the Convenience of the Government” is hereby fully incorporated herein by reference and is made a part of this agreement. 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 ten (10) days written notice to the Contractor. This partial termination shall be efYected 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 termihatidn becomes effective. The Contractor shall he entitled to receive payment for services provided to the date of termination. including payment for the period of the ten (10) days’ notice. 19. NON-DISCRIMINATION No person shall he 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 (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. (h) 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: COO7D[{SC22(CB Contractors Initials IFBO 2DHSC22(C) 4 -.,.. OPCMR (i) familiarized itself with the provisions of Title 3, Chapter 37, Virgin Islands Code, pertaining to conflicts of interest, including the penalties provisions set forth in section 1 108 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. EFFECTIVE DATE The effective date of this Contract is upon the execution by the Governor. 22. NOTICE Any notice required to be given by the terms of this Contract shall be deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Sub Base. Suite 4 St. Thomas. VI 00802 Kimberley Causey-Gomez Commissioner Department of Fluman Services Knud Hansen Complex. Suite I 1303 hospital Ground St. Thomas. VI 00802-6722 CONTRACTOR Jerome 1. Boschulte President Professional Design/Builders. Inc. dba Custom Builders 4028 Anna’s Retreat St. Thomas, VI 00802 COO7DHSC22(CB) Contractor’s Initials_________ IFBOI2DLISC22C) >th’ -., , 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 h. familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 24. CONTRACTOR’S REPRESENTATIONS The Contractor agrees that it is hilly int’ormed regarding all the conditions affecting the work to be done and labor and materials to he furnished (‘or 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 performing 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 of the Contract. The Work shall he done under the direct supervision of the Government, and in accordance with the laws of’ the (lovemment 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 of the Government of the Virgin Islands. 25. WARRANTY OF NON-SOLICITATION The Contractor expressly warrants that it nor its officers. agents or employees has employed no person to solicit or obtain this contract on its behalt 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 h 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 of this 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 of such commission. percentage. brokerage or contingent fees. COO7DHSC22tCB) Contractors Initials IFBO 1 2D[1SC22(C) 6 OPC MR 26. 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 thereoE knowing such claim to he 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 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 he 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. NOTICE OF FEDERAL FUNDIN(; 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 knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. 29. DAVIS BACON ACT Contractor hereby agrees that it shall comply with all rulings and interpretations of the Davis-Bacon Act (40 USC 276a-5) and that the contractor and subcontractor agrees that all employees shall he paid the local prevailing wages as established by Virgin Islands statutes and laws. 30. OTHER PROVISIONS Addendum I (Scope of Work). Addendum II (General Provisions and Warranties) Addendum III (Termination of Contracts), Addendum IV (Compensation), and Addendum V (Provisions from 2 CFR 200 — Appendix II) attached hereto are hereby incorporated by reference and made a part of this contract. COO7DHSC22(CB) Contractor’s Initials__________ IFBOI2DHSC22(C) 7 31. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract (a) COMMERCIAL GENERAL [LABILITY: Commercial general liability insurance, in a form acceptable to the Government. on a “per occurrence basis with a minimum limit of not less than Two Million Dollars and Zero Cents ($2,000,000.00) For any one person per occurrence for death or personal injury and Two Million Dollars and Zero Cents ($2,000,000.00) for any one occurrence for property damage. Insurance polic(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 of coverage. 32. PAYMENT AND PERFORMANCE BONDS The Contractor shall comply with the following minimum bonding requirements: (a) A performance bond to secure Contractor’s obligations and performance under the contract for 100% of the Contract price: and (h) 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. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK C007 DII SC 22C B) IFBO 12DF1SC22(C) Contractor’s •â OPC MR x OPCv1R IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Antho7D. Thomas Commissioner [)epartment ot Property and Procurement Date: 1/20/2022 Commissioner Department of Human Services Date: 01/18/2022 APPROVE I): CONTRACTOR Date:________ Professional Design/Builders, Inc. dha Custom Builders Date: Albert Bryan Jr. GOVERNOR OF THE VIRGIN ISLANDS APPROVEE) AS TO LEGAl. SUFFICIENCY AT THE DEPARTMENT OF JUSTICE BY: Date: 1/24/2022 U007[M1SU22( U B) IFBO I 2D1ISC22tC) ssistant Attorney General Contractor’s lnitia,W / (J President (Corporate .SL’al, i/( ‘ontractor is ci corporation) 9 1-25-22