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CONTRACT CONSTRUCTION CONTRACT TI irs AGI<FEMENT is made this day of —. 2020. in the lerritorv of the Virgin Islands, by and between the Government of the Virgin Islands. Department of Properly & Procurement. oii behalf of the Virgin Islands Department of Education ( hereinafter referred to as “Government”) and Professional I)esign!Huilders, Inc. d/h/a (‘ustom Builders (hereinat’ter re ft rred to as “Con tracto W ITNF:SSFTII: WI IFRI:AS. the Goeriiiiietit is in need of a contractor to lumish all labor, materials and equipment necessary for (lie 1oderiiization/ Renoation of (lie Gladv’sAhraliani Flenien(ar School on the island of St. Thomas, Virgin Islands. in strict accordance with the plans and specifications (nieorporaied h reference and made a part ol this contract), which duties and responsihi I ties are more particularly described in 7tddendum I, (Scope of Work I.. tddendun, 11 (General Provisions and Warranties together with the addiiional General Provisions Construction).. lddenduin III (Termination of Contracls. iddenduns IF (Compensation). iddenctum I ‘(Provisions from 2 (‘FR 2003261. and ‘Iddendun, I ‘1(1)111* Requirements. atuclied hereto: a iRl \\‘Ill’RIz’\S. the (‘oniraclor represents that it is lIme and capable ol pros idnig such services: NOW THFREEC)RIi. 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 lolIows I. SF.RVI(’ES The Contractor ill provide the scr\ ices described inure parncrilarl in Addendtun I (Scope of Work I incorporated herein h re t’erence and made a pail o I’ this construct ion contract 2. TERM This Contract shall commence upon execuiion by the (iovernor and shall terminate Fehrua i•v 28, 2022, from the issuance of the lbrmal Notice to Proceed, or in accordance with an agreed upon extension pursuant to the General Provi sinus. 3. (‘OMPENSAl’l(fl I he Government. in consideration of satisfactory perlormance of the ser\ ices described n Addendum I (Scope of Work ). agrees to pay the (‘ontractu the sum of Four Million Eight hundred SiIv—Five Thousand Nine Hundred Fifty—Nine I)ollars and Zero (‘ent CO21DOET2O (0) 1 Initial 1FBO3700ET2O (C) // ($4,865,959.00). 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. 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 Fifty Dollars ($350.00) for each calendar day or portion thereof shall he due the Government. The liquidated damages shall first he deducted from any contract monies due. hut not vet paid to the extent available. 5. RECORDS The Contractor will present documented, precise records of time and/or money expended tinder 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 ol’ all doctnnents. books, records, instructional materials, programs. printouts and memoranda of every description deri cd therefrom and pertaining to this Contract shall become the property of the Government and shall he turned over to it at the termination of this Contract, or at the Government’s i-equesi. during the lire of the contract. The ahoe-described materials shall not be used by (‘ontractor or by any other person or entity except upon the written permission of the Government. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon Go crnmcnt 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, (1mm, 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. CO2100ET2O (CB) 2 lnitia IFBO37DOET2O (C) 10. INDEMNIFICATION Contractor agrees to indenmift’. defend, and hold harmless the (jovenunent 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 ot or in any way connected to the services to be performed by Contractor tinder this Contract and arising from any cause, except the sole negligence of Government. ii. I\DEPENDENT CONTRACTOR The Contractor shall perform this (‘oiitract as an independent contractor and nothing herein contained shall be construed to he inconsistent ith 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 olany term, condition or provision oithis Contract shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly authorieed representatives, and specifying with particularity the nature and extent of such waiver, modification, or amendment. Any such waiver, modification, or aniendment in any instances shall in no event he construed to he a general waiver, modification, or amendment of any of the terms, conditions, or provisions of this (‘ontruci. bitt 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 panics relating to the suhect 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. IS. RIGIITTO Will-IHOLL) 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 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. CO21DOET2O (CB) 3 initial______ IFBO37DOET2O (C) / 16. CONDITION PRECEDENT This Contract shaLl be subject to the availability and appropriation of ftinds and to the approval of the Governor. 17. TERMINATION Either Party will have the right to terminate this contract with cause on ten (10) days written notice to the other party speciing the date of termination. The aitaehed “Addendum Ill- Termination of Contracts for the Convenience of the Government” is hereby ifihly incorporated herein by reference and is made a part of this agreement. 18. PARTIAL TERMINATION The performance of work under this contract may be terminated by the Government in part. whenever the Government shall deem such termination advisabie by providing ten (ID) 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 of termination. including payment for the period of the ten (JO) days’ 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 ofthis 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 ofservices required to perform under this Contract. (b) 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, orjudicial 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. Virgin Islands Code, pertaining to conflicts ofinterest, including the penalties provisions set forth in section 1108 thereof; (ii) not made, negotiated or influenccd this contract, in its official capacity; and CO21DOET2O (C8) 4 nitial IFBO37DOET2O (C) (iii) no financial interest in the contract as that term is defined in section 1101. (I) 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 he 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 10 the parties as foIlot.s: (;OVERNMENT Anthony I). Thomas Commissioner Department of Property and Procurement 8201 Subbase3r[I Floor U. S.V irgin Islands 00802 Racquel Berry Benjamin Corn ni issione r Department of [tducat i oii 1834 Kongens (jade St. Thomas. Virgin Islands 00X02 (‘ONTRACTOR Mr. Jerome T. Boschulte President Professional Design/Builders. Inc. cIb1a Custom builders 4028 Anna’s Retreat St. Thomas. Virgin islands 00802 23. LICENSLJRE The Contractor covenants that it has: a. obtained all of the applicable licenses or permits. teniporarv 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 (‘ode pertaining to professions and occupations. 24. CONTRACTOR’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 he furnished for the completion of the Contract, and CO21DOET2O (CS) 5 Initial IFBO3700ET2O (C) that it has been engaged in and now does such work and represents that it is ftilly equipped. competent. and capable of performing the work and is ready and willing to perform such work. l’he Contractor agrees fttrrher to begin work not later than the date indicated on the fonnal Notice to Proceed and complete the work within the number of day’s specified in the proposal or as extended in accordance with the General Provisions of the Contract. The Work shall he clone under the direct supervision ot the Govermuent. 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. he governed by the Laws of the Government of the Virgin Islands. 25. WARRANTY OF NON-SOLICITATION The (‘ontraetor 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 iii any way, contingent, in whole or in part. upon such procurement. and that ii nor its officers, agents or employees has not paid, or promised or agreed to pay to any person. iii 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. iii 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 coinniission, 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 he false, fictitious or frattdulent Contractor acknowledges that making such a false, fictitious, or fraudulent claim isan offense under Virgin IsLands law. 27. DEBARMENT CERTIFICATION By execution of this contract, the (‘ontractor 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 [he Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal hinds, the Contractor or subcontractor agrees that it shall not be entitled to payment for any work pcrthrmed under this contract or any subcontract and that the Contractor or C021D0ET20 (CB) 6 Initial / IFBO37DOET2O (C) subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 28. 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 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. I)AVIS BACON ACT Contractor hereby agrees that it shall comply s ith 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 i\ddenduni I (Scope of Work). Addendum II (Gcncral Provisions and Warranties) and Addendum Ill (Termination of Contracts. Addendum IV (Compensation). Addendum V (Provisions from 2 CFR 200.326) and Addendum VI (DDE Requirements), attached hereto are hereby incorporated by reference and made a part of this contract. 31. INSURANCE (‘ontractor shall maintain the following insurance coverages during the term of this Contract (a) COMMERCIAL GENERAL LIABILITY: Commercial 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 (SI .000.000.00) for any one person per occurrence for death or personal injury and one million dollars (SI ,000,000.00) fbr 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. (hh WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 32. PAYMENT AM) PERFORMANCE BONDS The Contractor shall comply with the following minimum bonding requirements: (a) A performance bond to secure Contractor’s obligations and performance tinder the contract for I 00% of the Contract price; and tb) A payment bond to assure payment to all persons supplying labor and material in the execution of the ork protided for in the contract for 100% oI’ihe Contract price C02100Er20 (CB) 7 lr1itia* IFBO37DOET2O (C) IN WITNESS WFIEREOF. the panics have hereunto set Iheir hands on the day and year first above written. GOVERNMENT OF TBç VIRGIN ISLANDS Date: 2/5/202 1 Anthor&’b. Thomas Commissioner Department of Property and Procurement L)zyc) 2L APPROVED: 1Yrq _/nzA_i_ Date: 02/03/2021 el Wernhe Commissioner Department of Education NTRACTO /!T.BOUIt% President Professional Design/Builders. Inc. d/ba Custom Builders ((‘a;potate seal, if(ontiacto, is a coiporattoni Date: Albert Bryan Jr GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY AT THE DEPARTMENT OF JUSTICE BY: Date_f]q21 Assistant Attorney General P0 No 3516. Dated 211/2021 Purchase Order No. CO21DOET2O (CB) 8 IntI). WITNESSES: L A ‘UI Date: IFBO37DOEr2O (C) 3-1-21