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cONSTRUCTION CONTRACT THIS AGREEMENTk made this ____ day of ., 20, in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, acting through its Department of Property & Procurement, on behalf of the Department of Public Worlcs (hereinafter referred to as “Government”) and Virgin Islands Paving, Inc (hereinafter referred to as “Contractor”). WITNESSETH: WHEREAS, the Government is in need of a contractor to furnish all labor, materials and equipment necessary for the Road Repairs in the Town of Frcderiksted, St. Croix, U.S. Virgin Islands in strict accordance with the plans and specifications (incorporated by reference and made a part of this contr:act), 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 III (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 l:egally bound by this Written instrument, the parties hereto do covenant and agree as follows: co.i 40? WC2O( VIP) ConiracLor’sJnitaI_ 1F130260PWC20( C) 1 7th June 20 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 and fWty (150) calendar days after 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 I, agrees to pay the Contractor the sum of One Million, One Hundred Eighty-Seven Thousand, One Hundred Thirty-Two Dollars and Zero Cents ($1,187,132.00) 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 ofwork under the term set forth in Paragraph 2 hereof, Two Hundred Fifty Dollarsu and Zero Cents (S250.00) for each calendar COl4DPWC2o(VJP) Contractor’s Initials___________ 1Fg026 DPWC2O(C) 2 day or portion thereof shall be due the Government. The [iquidated 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 eveiy 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 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 ofth Government. S. LIABJLITY OF OTHERS Nothing iii this Contract shall be construed to impose any liability upon Government to persons, firms, associations, or corporations engaged by Contractor CO14DPWC2O( VIP) Contractor’s Initials /j IFI3O26DPWC2O(C) 3 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 aets, omissions, responsibilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to unemployment insurartce and social security taxes for Contractor, its servants, agents or independent contractors. 9. ASSIGNMENT The Contractor shall not subcontract or assign any part ofthe services under this contract without the prior written approval of the Government. 10. iNDEMNIFICATION Contractor agrees to indemnify, defend, and hold harmless the Government from and against any and aU 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 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 orstatus. Co I4orwc2o(v I P) Contractor’s LiiitiaIs1’ WBO2GDPWC2O(C) 4 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 speciing 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 of any of the terms, conditiOns, or provisions of this Contr?ct, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings 14. ENT1RE AGREEMENT This agreement ponstitutes 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 with the terms2 hereof, Government will have the right to withhold out of any payment due to CO 14DPW020(WP) Coniractor’s. Initials 13 I vso2oDPwc2o(c) S 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. 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of finds and to the approval of the Governor. 17. TERMINATION Either Party wii.l have the right to terminate this contract with cause on ten (10) days written notice to the other party speci’ing the date of termination. The attached “Addendum Ill — Termination of Contracts for the Convenience of the Government” is hereby fully incorporated herein by reference and is made a pail of this agreement. 18: PARTIAL TERMINATION The performance of work tinder this contract may be terminated by the Government in pail, 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 speci1’ing the ëxtçnt to which the term and/or duties under this contract COI4DP WC2O( VIP) Contractor’s 1iiiUaIs ]FBO26PWC2i)(C) 6 are terminated and the dale 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 (10) days’ notice. 19. NON-1MSCI{JMINATION No person shall be 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 iii any manner or degree with the performance of services required to perform under this Contract. (b) Contractor ftirther 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 tenitorial 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: (i) familiarized itselfwith the provisions of Title 3, Chapter 37, Virgin lslands Code, pertaining to conflicts of interest, COI4DP WC2O( VIP.) Contractor’s nitiaIs4.. IFBO26DPWC2O(C) 7 including the penalties provisions set forth iii section 1108 thereof (ii) not made, negotiated or influenced this contract, in its official capacity; (iii) no financial interest in the contract as that term is defined in section 1 I0l,:(l) of said Code chapter. 21. EFFECTIVE DATE The effective date ofthis Contract shall be the day of execution ofthe Contract by the Governor. REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY. Co 14DPWC20(VIP) Coiitiactor’s Initials /3 w13o260Pwc2o(c) S 22. NOTICE Any notice required to be given by the terms ofthis Contract shall be deefned to have been given when tile same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony U Thomas Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas, VI 00802 Nelson M Petty, Jr., P.E. Commissioner Department of Public Works 8244 Sub Base St. Thomas, VI 00802 CONTRACTOR Robert Schierloh President Virgin Islands Paving, Inc. 130A Estate Bethlehem P.O. Box 4720 Kingshill, VI 0085.1 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.: COI4DPwC2O(VIP) Contractor’s Iiiitials_ f...) IFBQ26DPWC2O(C) 9 24. CONTRACTOR’S REPRESENTATJONS 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 ofthe Contract, and that it has been engaged iii and now does such work and represents that it is fullyequipped, 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 wbrk within the nuxtiber of days specified in the notice to proceed or as extended in accordance with the General Provisions of the Contract. The Work shall be done under the direct supervision of the Government, and in accordance with the laws of the Government and its 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:theVirgin islands. 25.. WARRANTY OF NON-SOLICITATION The Contractor expi-essly warrants that it nor its officers, agents or employees has employed no person to solicit or obtain this contract on its behalg 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 has not paid, or promised or agreed to pay to any person, in consideration of such procurement, or in compensation for C0I4OPWC2JJ(VIP) Contcactor’sIititiakZfl I PBo2oDpwc2o(c) ±0 services in cennectton therewith, any brokerag commission, or percentage upon the amêuñt receiyble by It lwreunder and that it nor its zfflcem, agents or eipp1oyehas noz, in estfrnatingthe contract prioe demandedby itincluded anysum by reason ofsuch bwiceragc commission orpercentage; mid thatall monies payable to It hereuiider are free fret obligatibn to any otherperson for services rendered, or snpppedto havqheeij rendcred, inthtprocprementofthis contract Brecji.ofthe warzai4 shall give the Government the right to terminate this Contract, orin Its disctcsion, to deduóf from the contract price or consideration the amount ofsuch commission, percentage, brokerage or contingent Ibes. 26. .flBARMENT CERTIflCATION Dy executi$ f this conirac; the Conhactor certifies lhnt it is eligible to yeceive contract awätds. using federally appropriated hinds and thth it has not been suspended or debarM (from enterin intç contracts with any federal agency. The CbntráótohaE inblude thj4 provision in gacb ofitOuboontracts hereunder and shall fi*áh it$ s4bcønlrabtors with the cqriou4‘fl&TOFPARTIESEXQUD13D PROk4 FEDERAL PROCUREMENT OR NOR PROCUREMENT.” In the. event the Contractor ot any subäcitikactOr miflpresfl it Øli*ibillty to receive contract awanis using federal thuds, The Conflctot otsubconfractqragees that it shall not be en itled tCp*yrnentfdrfle wotk performed tii4erthisophtraqtor any subcontract and that:the.Connotor or:subcontractrihall promptly teuinbure theGovernmçnt ofthe Virgin Istands fbrany progtes paymfl licretcforçmade CO140PWG2O(VIP) Contractor’sinitiatl3 LFDO26DPWc2O(Cy 11 27. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, makc or present any claim upon or against the Government of the Virgin Islaiids, 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. 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. 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 be 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 Waitanties) and Addendum Ill (Termination of Contracts) and Addendum IV COI4DPWC2O(VIP) Coiitractor’s Initials________ IFBO26DPWC2O(C) 12 (Compensation) attached hereto are hereby incorporated by reference and made a part of this contract. 31. INSURANCE Contractor 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 ($1,000,000.00) for any one person per occurrence for death or personal injury and one million dollars ($1,000,000.00) for any one occurrence for property damage. Insurance policy(ics) 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 pdce; and CO I 4DPWC2O(VIP) Contractor’s ________ IFBO26OPWC2O(C) ‘3 (b.) A payment bond to assure payment to all pen 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 LEFT BLANK INTENTIONALLY. COI4DPWC2O(VJP,) Contracor’sThitiais /3 1 FBO26DPWC2O(C) 14 IN WiTNESS WHEREOF. the parties have hereunto set their hinds on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN JSLANDS 4 ae: 5/11/2020 Anthonc. Thomas Commissioner Department of Property and Procurement ______________ Date: I J2M Ne . P , Jr., P.E. Commissioner I)epartmenl of Public Works CONTRACTOR ______________________ Date: ii/ Z L/ Roberfith1uy — President t / i”3,c!rL/ Virgin Islands Paving, Inc. (Corporate seal, if Con/i-actor is a coiporation) APPROVED: Date: ____________ Albert Bryan Ji GOVERNOR OF l HL \‘IRGIN ISLANDS APPROVED AS 10 LLGAL SUFFICIENCY, Al JHF DEPARTMENI 01 1USHCE BY ___- Date 5/18/2020 CO I 4DPWC2OV I P) C’onractor’s 1nitiaIs/ I P13026 DPWC2O(C) 15 6-7-2020