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0 OPCMR CONSTRUCTION CONTRACT FillS AGREEMENT is made this day ol’ .20. in the Territory of the Virgin Islands. by and between the (iovernrnent of the Virgin Islands, 1)epartment of Property & Procurement, on behalf of the Department of Public Works (hereinafter referred to as Government”) and Virgin Islands Paving, Inc. (hereinafter referred to as “(‘ontractor”). WITNESSETH: WI IEREAS. the (iovernment is in need ofa contractor to furnish all labor, materials and equipment necessary 11r the Repairs to the Residential Roads in Estate LaReine, St. Croix, U.S. Virgin Islands in strict accordance with the plans and specifications (incorporated by reference and made a part of this contract), which duties and responsibilities are more particularI described in Addendum I. (Scope of Work). Addendum II (General Provisions and Warranties together with the additional General Provisions — Construction). Addendum III (Termination of Contracts), and Addendum IV (Compensation) attached hereto: and W[IEREAS. the Contractor represents that it is willing and capable of providing such services: NOW Fl IEREIORE. in consideration of’ the mutual covenants herein contained, and intending to he legally hound h’ this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES ‘I’he Contractor will provide the services described more particularly in Addendum I (Scope oWork) incorporated herein by reference and made a part of this construction contract. 2. TERM This Contract shall commence upon execution by the Governor of the U.S. Virgin Islands and shall terminate within one hundred fifty (150) calendar days from the issuance of the tbrmal Notice to Proceed. or in accordance ith an agreed upon 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 One Million, Four Hundred Twenty-One Thousand, One Hundred Forty-Four Dollars and Sixty-Seven Cents ($1,421,144.67) 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. CO2IDPWC2I(VIP) (ontrator s Initials U lFI1O32I)PV(’2 I (C’) 1 8th June 21 OPC MR 4. LIQUII)ATFA) 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, Two Hundred Fifty I)ollars and Zero Cents ($250.00) lhr each calendar day or portion thereof shall he due the Government. The liquidated damages shall first be deducted from any contract monies due. hut not yet paid to the extent available. 5. RECORDS The (‘ontractor will present documented, precise records of time and/or money expended under this (‘ontract. 6. PROFESSIONAL STANDARDS l’he Contractor agrees to maintain the professional standards applicable to its profession and to (‘ontractors doing business in the United States Virgin Islands. 7. DOCU MENTS, PRI NTOUTS, FTC. (‘ertitied 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 of this (‘ontract. or at the Government’s request. during the life of the contract. The above-described materials shall not he used by Contractor or by any’ other person or entity except upon the written permission of the Goven’iment. 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 ot whatsoever nature, including hut not limited to unemployment insurance, gross receipt. excise, and social security taxes for Contractor. its servants, agents or independent contractors. 9. ASSIGNMENT The (‘ontractor shall not subcontract or assign any part of the services under this contract without the prior written approval of the Government. (‘021[)PWC2I(VIP) ‘ Contractor’s IntiaIs IIBO2DPW(2I(() - 2 OP(’MR 10. INDEMNIFICATION (,ontractor agrees to indcrnnif’v. 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 he subjected to. arising out of or in any way connected to the services to he performed h Contractor under this (‘ontract and arising from any cause, except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR [he Contractor shall perform this Contract as an independent contractor and nothing herein contained shall he construed to he inconsistent with this relationship or status. 12. GOVERNING LAW This Contract shall he governed by the laws of the United States Virgin Islands and jurisdiction and venue are exclusive in the United States Virgin Islands. 13. WAIVERS ANI) AMENI)MENTS No waiver, modification, or amendment of any term, condition or provision ofthis Contract shall he valid or of any force or ef’fect unless made in writing, signed by the parties hereto or their duly authorized representatives, and specifying with partictilaritv the nature and extent of such waiver, modification, or amendment. Any’ such waiver, modification, or amendment in any instances shall in no event he construed to be a general waiver, modification, or amendment of’an olthe 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 ‘[his 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. RI(;HT TO WITHHOLD If work under this Contract is not perfbrmed in accordance with the tcrm. hereoI (iovernment will have the right to withhold out of any payment due to Contractor. such sums as the Government may deem ample to protect it against loss or to assure payment of claims arising therefrom, and, at its option, the Government may apply such sums in such manner as the Government may deem proper to secure itself or to satist\’ such claims. The Government ilI (‘021 L)lWU2 I (VIP) IFBO32DPWC2 I (C) 3 Contractor’s Initials .-..- •E• OPCMR immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. 16. CONDITION PRFCEI)FNT [his Contract shall he subject to the availability and appropriation ol’ funds and to the approval of the Governor of the U.S. Virgin Islands. 17. TERMINATION hither Party’ will have 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 Government” is hereby full 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 (iovcrnment in part. whenever the (iovernrnent shall deem such termination advisable by providing ten (10) days written notice to the Contractor. This partial termination shall be efThcted by delivering to the (‘ontractor a Notice of’ Partial ‘I erminalion specifying the extent to which the term and/or duties under this contract are terminated and the date upon which such termination becomes effective. ‘[he Contractor shall be 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, he denied the proceeds of, or he 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: (I) 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 (‘021 DPWC2 I (VIP) IFH032[)PW(’2 I ((‘) 4 Contractor’s Initials OPCMR (2) a territorial officer or employee and. as such, has: (i) familiarized itself with the provisions of litle 3, Chapter 37, Virgin Islands Code, pertaining to conflicts of interest, including the penalties provisions set forth in section I I 08 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. (I) of’ said (‘ode chapter. 21. FFFFCTIVF DATE Islands. The eI’fi.ctive date of this Contract is upon the execution by the Governor of the U.S. Virgin 22. NOTICE Any notice required to be given by the terms of this Contract shall he deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: * (;OV F RN M F NT cONTRACTOR (‘02 I IWW(’21(VIP) IFBO32DPWC2 I((’) Anthony I). Thomas Commissioner Department of Property and Procurement 8201 Sub Base. Suite 4 St. Thomas (‘XVI 00802 Derek A. Gabriel Commissioner [)esignee Department of Public Works 8244 Subbase St. Thomas. VI 00802 I)anicl S. Schierlob President Virgin Islands Paving, Inc. I3GA Estate Bethlehem P.O. Box 4720 Kingshill. VI 00851 Contractor’s Initials 5 0 Pc’ MR 23. LICENSURE ‘[he 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 (‘ode; and h. familiarized itself with the applicable provisions ofl’itle 27 of the Virgin Islands (‘ode pertaining to professions and occupations. 24. CONTRACTOR’S REPRESENTATIONS The Contractor agrees that it is fully inflwrncd regarding all the conditions affecting the work to be done and labor and materials to he 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 performing the work and is ready and willing to perform such work. Ihe (‘ontractor agrees further to begin ork 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 (‘ontract. - The Work shall he done under the direct supervision of the Government. and in accordance with the laws of the Government 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 ‘[he (‘ontractor expressly arrants 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 he obtained upon compensation in an 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 ofhcers. 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 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. (‘021 IWW(’2l(VIP) 1FB0321)PW(’2 I (C) Contractor’s Initials 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 (iovernrnent of the Virgin Islands. or any officer, department, board. commission, or other agency thereoI 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. I)EBARMENT (‘ERTIFICATION 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 suhcontracts hereunder and shall furnish its subcontractors with the current “LIST OF PARFILS EXCLUDED FROM I:EDERAI. PRO(’I JREMENT OR NON PROCUREMENT.” In the event the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal hinds, 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 heretolore made. 28. OTHER PROVISIONS Addendum I (Scope of Work), Addendum II (General Provisions and Warranties). Addendum Ill (‘lermination 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) COMMERCIAl. GENERAl. LIABII.ITY: (‘ommercial general liability insurance, in a t’orm acceptable to the Government. on a “per occurrence basis with a minimum limit of not less than one million, four hundred twenty-one thousand, one hundred forty-four dollars and sixty-seven cents ($1,421,144.67) for any one person per occurrence for death or personal injury and one million, four hundred twenty-one thousand, one hundred forty- four dollars and sixty-seven cents ($1,421,144.67) 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: (‘ontractor shall supply current coverage under the Government Insurance Fund or other form of coverage. C021 DPWC2!(VIP) IFBO32DPWC2 1(C) 7 Contractor’s IntiaIs 30. PAYMENT AND PERFORMANCE BONDS OPCMR The (‘ontractor shall Comply with the following minimum bonding requirements: (a) A performance bond to secure (‘ontractor’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: or (c) In case of prefirred bidders only. an’ allowable form of guaranty alloed under 31 V.l.C. 236a and as approved by the Commissioner of’ the l)epartment of Property and Procurement. 31. OTHER SPECIFICATIONS The valid Specifications tir this contract is the Standard Specifications for Construction of Roads and Bridges on Federal highway Projects, FP-l4 as revised and amended and the Contract Documents. REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY. C021 DPW(21(VIP) IFLIO32DPWC2 I (C) Contractor’s Initials 8 OPCMR [N WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WIT SSES: ________- Derek A. Ga net Commissioner Designee Department of Public Works GOVERNMENT OF THE VIRGIN ISLANDS hon.Thoma Commissioner Department of Property and Procurement CONTRACTOR Daniel S. Schierloh President Virgin Islands Paving, Inc. Date: 5/25/202 1 Date: ./L/2 APPROVED AS TO LEGAL SUFFICIENCY /2 AT THE DEPARTMENT OF JUSTICE BY: Date - 5/28/2021 Kssistant Afforneyenera1 Purchase Order No. APPROVED: Albert Bryan Jr. GOVERNOR OF THE VIRG[N ISLANDS Date: CO2IDPWC2I(VIP) IFBO32DPWC2 1(C) Contractor’s Initials ____ (Corporate seal, (fContractor is a corporation) 9 6-8-21