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OPCMR CONSTRUCTION CONTRACT THIS AGREEMENT is made this day of 20, in the Territory ofthe Virgin Islands, by and between the Government of the Virgin Islands, Department of Property & Procurement on behalfofthe Bureau ofCorrections and the Virgin Islands Police Department (hereinafter referred to as “Government”) and 1VUC Holdings, LLC dlbia Import Supply (hereinafter referred to as UContractor) WJTNESSETH: WHEREAS, the Government is in need of a contractor to furnish all labor, materials and equipment necessary for the Installation or a 450K CummIngs Power Diesel standby emergency generator at the Alexander A. Farrelly Justice Complex (C.TC) on the island of St. Thomas, 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 particularly described in Addendum I, (Scope of Work), Addendum 11 (General Provisions and Warranties together with the additional General Provisions - Construction), Addendum 111 (Tennination of Contracts), and AddendumIV (Compensation) attached hereto; and WWEREAS, 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 Contractorwill provide the services described more particularly in Addendum L(Scope ofWork) incorporated herein by reference and made apart of this construction contract. 2. TERM This Contract shall commence upon execution by the Commissioner of the Department of Property and Procurement and shall terminate within two hundred ten (110) calendar days from the issuance of the fotmal Notice to Proceed, or in accordance with an agreed upon extension pursuant to the General Provisions. 3. COMPENSATION NIT1ALS ________ CO29BOCT2O (iS) I The Government, in consideration ofsatisfactory performance ofthe services described in Addendum 1, agrees to pay the Contractor the sum of Two Hundred Seventy-Two Thousand Seven Hundred Fifty-Four Dollars and Zero Cents ($272,754.00) in accordance with the provisions set forth In Addendum IV (Compensation), attached hereto is hereby incorporated by reference and made a part ofthis contract. 4. LIQUIDATED DAMAGES It is hereby expressly agreed by the parties hereto that in the event the Contractor has not completed the scope ofwork under the term set forth In Paragraph 2 hereof, one hundred dollars ($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 oftime and/or money expended under this Contract. 6. PROFESSIONAL SIANDAIU)S The Contractor agrees to maintain the professional standards applicable to its profession and to Contractors doing business in the United Statca Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. Ceitified 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 of the Government and shall be turned over to it at the termination of this Contract, or at the Government’s request, during the life ofthe contract. The above..described materials shall not be used by Contractor or by any other person or entity except ton the written permission ofthe Government. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon Governmczat 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, finns, associations or corporations fbr 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 savants, agents or independent contractors. CO29BOCT2tI (IS) iNITIALS -. OPCMR 2 I OPCMR 9. ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this contract without the prior written approval ofthe Government. 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 oit of or in any way conneeted to the services to be performed 5y 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. GOVERNTNG LAW This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction and venue arc exclusive In the United States Virgin Islands. 13. WAIVERS AND AMENDMENTS No waiver, modification,or amendment ofany term, condition or provisionofthis 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 in no event be construed to be a general waiver, modification, or amendment ofany ofthe 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 agxement 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. 13. RIGHT TO WJTHROLD 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 CO29BOCT2O (IS) 3 iNITIALS_______ ( t (_ the Government may deem ample to protect t against loss or to assure payment of claims ansmg therefrom, and, at its ojnlon, the Government may apply such sums in such manner as the Government may deem proper to secure itself or to satisfy such claims. The Government will V immediately noti1i the Contractor In writing In the event that it elects to exercise its right to V withhold. 16 CONDON PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the V approval ofthe Commissioner ofthe Department of Property and Procurement. 17. TERMiNATION Either Party will have the right to terminate this contract with cause on ten (10) days written notice to the other party ecifying the date of’ termination. The attached “Addendum 111- Termination of Contracts for the Convenience of the Government” is hereby fully incorporated herein by reference and is made a part ofthis agreement. 18. PARTIAL TERMINATION The performance ofwork underlbis contract may be temilnated 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 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 ofthe ten (10) days’ notice. 19. NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds o1 or be subject to discrimination in the pertbrmance ofthis Contract on accountofrace 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. (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 Gov tor any 4 INITIALS CO29BOCT2O (IS) 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 ltscIT with the provisions of Title 3, Chapter 37, Virgin Islands Code, pertaining to conflicts ofinterest, including the penalties pmsions set forth In section 1108 thereof (ii) not Wade, negotiated or influenced this contract, in its ocia1 capacity, and (iii) no financial interest in the contract as that term is detined in section 1101, (I) of said Code chapter. 21. EFFECTIVE DATE The effective date of this Contract is upon the execution by the Commissioner of the Department ofProperty 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 prepoid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony D. Thomas, Commissioner Department ofProperty and Procurement 8201 Subbase, Suite 4 St. Thomas USVI 00802 Wynnie Testamark Director Bureau of Correction 5400 Veterans Drive, CC 3i Floor St. Thomas, Virgin Islands 00802 TrevorA. Veitnor Commissioner Virgin Islands Police Department Alexander A. Farrelly Justice Cir St. Thomas, Virgin Islands 00802 029BOCT20 (IS) 3 INITIALS - I OPCMI1. CONTRACTOR Mark Van Dan Driesache Owner MLC Holdings, LLC dIba Import Supply P.O. Box 302808 St. Thomas, Virgin Islands 00803 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 ofthe Virgin Islands Code; and b. familiarized itselfwith the applicable provisions ofTitle 27 of the Virgin Islands Code pertaining to professions and occupations. 24. CONTRACTOR’S REPRESENTATIONS The Contractor agrees that it is fully informed regarding all the conditions affecthg 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 ofperforming the work and is ready and willing to perform such wo& 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 shall be done under the direct supervision ofthe Government, and in accordance with the laws ofthe 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 ofthe Government ofthe Virgin Tslands. 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 behalf, or to cause or procure the same to be obtained upon compensation in any way, contingent, in whole or in part, upon such urement, and that it nor its officers, agents or employees has not paid, or promised or agreed to pay to any person. in considerstion of such procurement, or in compensation for services in connection therewith, any brokerage, conunission, 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 byit included any sum by reason of such brokerage, commission or percentage; and thatall 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. C029BOC0 S) 6 ThflTiALS OPCMR Breach ofthe 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 claim upon or against the Government of the Virgin islands, or any officer, department, board, commission, or other agency thereof, knowing such claim to be fb.Ise, 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 olthis contract, the Contractor certifies that it is eligible to receive contract awards using tWeraily appropna*ed 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 ORNON 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. 28. OTHER PROVISIONS Addendum I (Scope of Work), Addendum II (General Provisions and Warranties), Addendum III (Termination of Contracts), and Addendum IV (Compensation) attached hereto arc hereby incorporated by reference and made a part ofthis contract. 29. INSURANCE Contractor shall maintain the following insurance coverages during the term ofthis Contract (a) COMMERCIAL GENERAL LIABILITY: Commercial general liability luzurance, in a form acceptable to the Government, on a “per occurrence” basis with a minimum limit of not less than one million dollars (SI,000,000.0O) fiw any one person per occurrencc fbr death or personal injury and one million dollars ($1,000,000.00) for any one occurrence for property damage. Insurance policy(ies) shall name the Government ofthe Virgin Islands as the certificate holder and additional insured via an endorsement CO29BOCT2Q (IS) 7 INITIALS — OPCMR (b) WORKERS’ COMPENSATION: Contractor Shall supply current coverage under the Government Insurance Fund or other form ofcoverage. Trevor A. Velinor Commissioner Virgin Islands Police Department Aitbony D. Thomas Commissioner Department ofProperty and Procurement Date_______ Mark Van Dan rlessche, Owner MLC Holdings LLC dib/a Import Supply (Corporate seal, !fContractor L a corporation) APPROVED AS TO LEGAL AT THE DEPARTMENT OF JUSTtCE BY ____________ Date 5I24/O21 kssistant Attorney General ‘ OPCMR IN WiTNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. GOVERNMENT OF TIlE VIRGIN ISLANDS 4ff%4 Wyn eTestaniark Director Bureau ofCorrections Date: 4//XJ262’J Dare: ______ Purchase Order No. C02980CT20 (IS) 8 5/25/2021