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THIS AGREEMENT is made this __ day of __, 2018 in the Teritory of the Virgin Islands, by and between the Government of the Vitgin Islands, Department of Property & Procurement, on behalf of the Department of Education (hereinafter referred to. as “Goveinment’) and Professional Design/Builders, Ine. d/b/a Custom Builders (hereinafter referred to as “Contractoi”). WHEREFAS, the Government is in. need of a contractor to furnish all labor, materials and equipment necessary for the Repairs to the Bertha C. Boschulte: Middle. School Auditorium and Music Buildiiig on St. Thomas, Virgin Islands in strict. accordance with the plans and specifications (incorporated. by reference and made a part of this coritract),. ‘which duties and responsibilities are more partioulaily described in Addendum F, (Scope of Work), Addendum II (General Provisions. and Warranties together with the additional. General Provisions — Construction), Addendum 11 (Termination of Contracis), and Addendum IV (Compensation) attached hereto; and CODSDOETIE (CB) canmrstian_ 1 JFBO12DOET13 (C) 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: hs 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 Upon the execution of this Contract by the Governor, the term of this Contract shall commence on June 11, 2018 and shall terminate within forty nine (49) calendar days thereafter, or in accordance with an agreed upon extension pursuant to the General Provisions. Particular reference should be made to the Notice to Proceed. 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 hundred Ninety Nine thousand Seven hundred Twenty Six dollars and Zero cent ($199,726.00) in accordance with the provisions set forth in CO06DOETI8 (CB) Contractor's Initials <9L. | IFBO12DOETI8 (C) A Addendum IV (Compensation), attached hereto is hereby incorporated by’ reference and made a part of this contract. 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 sét forth in Paragraph 2. hereof, liquidated datnages of One hundred dollats and no cent ($100.00) for cach calendar day. or portion thereof shall be due ‘the Government. The liquidated damages shall first be deducted from any contract 1tionies: due, but not yet paid to the extent available. The. Contractor. will present documented, precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The Contractor agrees. fo 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 maitetials, programs, printouts and memoranda of every description derived therefrom, and pertaining: to this Contract shall become the ‘property of the C006DOETI8 (CB): Contractor's Initials Ww 1FB012DOET18 (C) Governnient and shall be turned over to it atthe terniination 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 of the Government. 8. LABILITY OF OTHERS Nothing in this. Contract shall bé constnied to impose any liability upon Government to persons, firms;, associations, or corporations engaged by Contractor:as servants, agents, indépen dent 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 or whatsoever nature,, including but not limited to unemployment insurance and social. security taxes for Contractor, its servants, agents or independent contractors. The Contractor shall not subcontract or. dssign any part of the services under this: contract without the prior written approval of the ‘Government. Contractor agrees. to indemnify, defend, and hold: harmless the Government ‘from and against any and all loss, damage, liability, claims, ‘COOSDOETI8{CB) Contractor's Titials_— _IFBOL2DOETIB (C) demands, detriments, cost, charges and expénses (including attormey’s fees) and causes of action of whatsoever character which the Government may incur, sustain oF 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 Calise, except the sole negligence of Government: 11. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract’ as an independent contractor and nothing herein contairied shall be construed to be inconsistent with this relationship or status: 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 arhendment, of any 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, modification, or amendment in any instances-shall in no event be construed to be a general COO6DOETI8: (CB). Contractor's Tnitiatg- 24” iFB012DOET18 (C) a 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. thé. extent. and occasion specified in such signed writing or 14. ENTIRE AGREEMENT Tlils-agreement constitutes the entire agreement of the:parties relating to the subject matter addressed in this agreement, This agreement supersedes all prior commninnications, cositracts, 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. a¢cordance with the terms, hereof, Government will have. the right to withhold out of -anly payment due.to Contractor, such sums as’ tlie Government may deem ample to protect if against loss or té assure payment.of claims. atising therefrom, : and, at its option, the’Government may-apply such sums in such manner-as. the Government may deem ptoper 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.. Gnogpoerie (ca) Contractor’s Initials _ ye” IFBOI2D0ETI8 (C) | 16. .CONDITION PRECEDENT This Contract shall be subject to. the availability and appropriation of funds and to the approval of the Governor 17. TERMINATION Either Party will have the right to terminate this conttact with cause on ten (10) days written notice. to the other patty specifying the date of termination. The attached “Addendum I]- Tetmination of Contracts 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 be terminated by the Government in part, whenever the Goveriment shall déem such termination ‘advisable. 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 daie of termination, including payment for the period of the ten (10) days notice. COOSDOETI8 (CB) Contractor’s Initials - A“ IFBOI2DOETIB (C). : 19. NON-DISCRIMINATION 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, créed, color, sex, religion, disability or national origin. 20, CONFLICT OF INTEREST (a) Contractor covenants that it has no interest and will net acquire. any interest, direct. or indirect; which would conflict in any manneror degree with the performance of setvices required to perform under this. Contact. (b) Contractor further covenants that it is: (1) Hot a territorial officer or employee (i.c., the Governor, Lieutenant Governor, member of the’ Legislature or any other elected territorial official; er 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 compeiisated' on a salary, fee or eontractual basis); or Q) a territorial officer or employee and, as such, has: G) familiarized itself with the provisions of ‘Title 3, Chapter 37, Virgin, Islands Code, pertaining to COOBDOETI8 (CB) Contractor’s Initials We IFB)12DOET 18 (C) conflicts of interest, including the penalties provisions set forth in section 1108 thereof: (i) tot made, negotiated or influenced this contract, in its official capacity; (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: 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 Lloyd T, Bough, Jy. Commissioner Depaitment of Property abd Procurement #8201 Sub Base 3" Floor, — St. Thomas, UJ. §. Virgin Islands 00802 Sharon Ana McCollum, Ph.D. Commissioner Department of Education 1834 Kongens Gade | St. Thornas, Virgin Islands 00802 C006DOETI8 (CB) Contractor's Initials 74% IFBOMDOETIS(C) - CONTRACTOR Steve Lammens President Professional Design/ Builders, Inc. d/b/a Custom Builders 4028 Anna’s Retreat. St. Thomas, VI 00802 The Gomtractor covenants that it has: a. -obtairied-all of the applicable licenses. dr 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. 24, CONTRACTOR’S REPRESENTATIONS The Contractor agrees that he is fully informed regarding all the. conditions’ affécting the work to be done ad labor and materials to be furnished for the completion of the Contract, and that he has: been engaged in and now does such work and represents that he is fully equipped, competent, and. capable of performing the work:and is ready and. willing to perform such work., COOSDOETIE (CB) Coiitractor’s tnitiais — 24 TFBOL2DOETI8 (C} — The Contractor agtees further to begin work not later than the date indicated. on the formal notice fo. 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 be done under the direct supervision of thé 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 The Contractor expressly warrants that be has-ernployed no ‘person to- solicit or obtain. this: contract.on his behalf: or to cause or procure the same: to be obtained upom compensation in any way, contingent, in whole-or in part, upon such procurement, and that he has. not paid, or promised or agreed to pay to any person, in ‘corsideration of such. procurement, or in compensation for services in connection therewith, any brokerage, commission, or percentage upon the ammount receivable by him hereunder; and that. he has not, in estimating the contract price. demanded by: him included any sum by reason of such brokerage; commission -or percentage; and that all monies:payable.to him hereunder are-free from obligation to any COO6DOET18 (CB) Contractor's Initials 74 IFBOL2DOETIB (C) a other person fot services rendered, or supposed to have-beert rendered, in the procurement of this contract. Breach of the warranty shall give the Government the: tight to terminate this Contract, or in its discretion, to deduct from the: contract price or consideration the amount of such commission, petcéritage, brokerage, ot contingent fees,. Contractor warraiits that it shall not, with respect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, of 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. 27. DEBARMENT CLAUSE By execution of this contract, the Contractor certifies that it. is eligible to réceive conttact awards using federally appropriated finds and. that it has. not beén 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. COO6DOETIS (CB) Contractor’s Initiats. Kane IFBO12DOETIS-(C) OR NON PROCUREMENT.” In the event the Contractor or any ‘subcontractor misrepresents its eligibility fo receive. contract awards using federal funds, the: Confractor or subcontractor agrees that it shall not be entitled to payment for any work performed under this cotitraét’ or any subcontract and that the Contractor or subcontractor shall. promptly reimburse the Government. of the Virgin Islands for any progress. payments: heretofore made. Contractor acknowledges. that this Contract is funded, in whole or in part, by federal finds, 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 clair is-a federal offense. Contractor herby 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. prévailing wages.as established by Virgin Islands statues and laws, CODEDORTIS(CB). Contractor's Taitiats_ ZL IFBOL2DOET 18 (C} OTHER PROVISIONS Addendum II (General Provisions.and Warranties) and Addendum If (Termination of Contracts) attached hereto are hereby incorporated by reference and made. a part of this contract. COUEDOETIB (CB) Contravtor’s Initiats IFBOL2DGET18 (C) a esate mre emer a, newer annameery ten / e IN WITNESS WHEREOPF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Spill x fig Le Gk_T Date: Vijje Lloyd T. Bough, Jr. Commissioner Department of Property and Procurement Hat Wn Fie cL if j . f f Ahess y fan |), (a Date: ©’ Me. x Sharon Ann McCollum, Ph.D. ) Commissioner Department of Education CONT om ‘7 Ag Date: 5224 13 Steve Lammens President Professional Design/Builders, Inc. d/b/a Custom Builders (Corporate seal, if Contractor is a corporation) APPROVED: ao Date: 2-23-14’ Kenneth E. Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY ; AT THE : el OF JUSTICE BY: : & | Date LORG: ACCT: CC: Purchase Order No. C006DOET 18 (CB) Contractor’s Initials we IFB0O12DOET18 (C)