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1, • • • ·. • QPCMR . . _C-ONST]lUCTION CONTRACX: TIITS AGREEJ\IBNT is. ͮ ade this-__ day of ___ __, 20_, in the Territory ofth.e · Virgin Islands, by· and between the Government of ·the Virgin ͯ lands, ·Department· of Ptopei,ty &­ Pro_cͰreilieni,. on :behalf of.the Department-of P.laQiring and Natural.Resources (hereinafter referred to as ͱ•oovemͲeqt") ;and Heights. Con,$i:ruction & .. Supply, LL(;! (hͳreinafter -referrʹd to as "Contractor'·'). WITNESSETH: WHEREAS͵. the Govemment .. is in need of a contractor-to furnish all_lab.or, rnateriͶls and eqriip_m,ent necessary for the· Repairs to t'1e ͷnvl.ronment_al tnforcem͸nt Buiiding1 St. ·croti, U.S͹ Virgin Island, in .strict accordance with the plans. ;md ·spͺifi.cations (uicorporatep by refͻr.enͼ- an(J JIIB,de a P.!ll1 ()f tpis -CQntract),. whiclt duties .and .responsibilities ·are more, particuiariy described in-Addendum, J,.- (Sͽ.p,e ofWork), Addendum 11 (Qeneral Provjsic;m; ap.d. Warranties tͿ_g ether with the: additional General Provisions -. Construction), Addendum Ill (T΀rminatio΁ of Contra΂΃), Addimdu,µ IV (Compensation)· :and.Atlden,Iu,n _Jt (Provisi_o. ns :(rom 2 CFR 200- - Appendix II) attached hereto; and · WHEREAS, the. Conttacto_r tepresents that it is· willing, and. capable of provi.dh1g .su.ch services• . . , NOW THEREFORE΄ in ·consideration of the mutuai ·covenants· herein contain΅d. and irite11diΆg-to be .legalfy boµnd by this written -instrum·nt, the pΈ1es.hereto do covenΉt Ίcl-agree· as. follows: . 1. SERVICES· The·Corttractor will provide the .services described more particuiarly jn Addendum l(Scope .pf Work) incorporated- herein b:y reference and macl.e. a part of this :con_stritctfort c<;>n,fract_. ·2.. TERM This Contract sh΋llcommence i.)pon execution by the Commissi(lner of the Department,of ·Property and Procurement-.and-shalltertninate'Within ninety (90) calendar.days fr<)m.the·issuancΌ of the _formal Notice._to Prqceed, or jn accordance with an agreed upon extension pursuant to the General Provisions. C025PNRG2΍ (RCS) IFB0i9PNRC21.(C) 1 1st June 21 OPCMR 3. COMPENSATION The Government, in consideration of satisfactory performance of the services described in Addendum I, agrees to pay the Contractor the sum of Seventy-One Thousand One Hundred ThirtyOne Dollars and Zero Cents ($71,131.09) 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 2hereof, Seventy-Five Dollars and Zero Cents ($75.00) 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 avai1able 5. RECORDS The Contractor will present dopumented, precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The Contractor agrees to maintain the préfessional 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 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 fife ofthe contract. The above-described materials shall not be used by Contractor or by any other person or entity except upon the written permission ofthe Government. 8. LIABIIATY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon Government to persons, finns, associations, or corporations engaged by Cotitractor 5 servants, agehts, 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 of whatsoever nature, including but not limited CO25PNRC21 (HCS) Con rector’s. initials _____ IFBO29PNRC21 (C) 2 OPCMR 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. 10. INDEMNIFICATION Contractor agrees to indemnif’, 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, ansing out of or in any way connected to the services to be performed by Contractor under this Contract and ansing 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. GOVERNINGLAW This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction and venue are exclusive in the Unitçd StatesVirgin Islands, 13. WAIVERS AND AMENDMENTS No waiver, modification, or amendment ofany 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 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 of any of the 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 agreement constitutes the entire agreement ofthe parties relating to the subject matter addressed in this agreement. This agreement supersedes all prior communications, contracts, or 47/ CO25PNRc2l(HCS) Contractor’s Initials _____ IFBO29PNRC21(C) 3 OPCMR agreements between the parties with respect to the stibject 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 terms, hereof; Governmçnt will have the right to withhold out of any payment due to Contractor, such sums as the Governmentmay 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 tbat it elects to exercise its right to withhold. 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval ofthe Commissioner ofthe Department of Property and Procurement. 17. TERMiNATION Either Party Will have the right to terminátd 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 fully incorporated herein by reference and is made a part of this agreement. 18. PARTIAL TERMINATION The performance ofwork under this contract may be terminated by the Government in part, whenever the Government shall deem such termination advisable by providmg 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 ancUor duties under this contract are tenninated 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-DISCRIMJNATION No person shall be excluded from participating in, be denie4 the proceeds of; or be subject to discrimination m the performance of this Contract on account of race, creed, color, sex, religion, disability or national origin. CO25PNRC2 1 (HCS) Contractor’s Initials._____ IFBO29PNRC21(C) 4 20. CONFLICT OF fl’JTEREST (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 perfotrnance of ser ices required to perform underthis 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 ofthe 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) familianzed 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 influenced this contract, in its official capacity; and (iii) no financial interest in the contract as that term is defined in section 1101, (1) 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. The remainder of this page intentionally left blank. CO25PNRC2I (HCS) Contractor’s Initials _____ IFBO29PNLtC2 1(C)’ OPCMR 5 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 prepaid or personally delivered) addressed to the parties as follows: GOVERNMENT CONTRACTOR Anthony.:D. Thomas Commissioner DeparttnentofProperty and Procurement 8201 Sub Base, Suite 4 St. Thomas, VI 00802 Jean-Pierre L. Oriol Commissioner Department ofPlanning and Natural Resources Charles W Turnbull Regional Public Library 4607 Tutu Park Mall St. croix, VI 00820 Elruy Swanston President Heights Construction & Supply, LLC P.O. Box 1818 Kingshill, St. Croix, VI 00851 23. LICENSURE The Contractorcovenants 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 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 it is fully informed regarding all the conditions affecting 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 of performing the work and is ready and willing to perform such work CO25PNRC2I (tICS) IFBO29PNRCI1(C) Contractor’s Initial( OPCMR 6 O?CMR 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 of the Contract. The Work shall be done under the direct supervision ofthe 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 NONSOLICITATION The Contractor expressly warrants that it nor its officers, agents or employees has employed no person to solicit or obtain this contract oft 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 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 iti 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, iii 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. 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 thç Virgin Islands, or any officer, department, board, commission, or other agency thereot knowmg such claim to be false, lictitious 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 ofthis contract, the Contractor certifies that it is eligibleto receive contract awards using federally appropriated funds and that it has not been suspended or debarred from entenng mto contracts with any federal agency The Contractor shall include this provision in each of its subcontracts hereunder and shall finnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT.” In the event the Contractor or any subcontractor misrepresents its eligibility to receive eon5r) CO25PNRC2 I (HCS) Contracior’ s Initials _____ IFBO29PNRC2I (C) 7 OPCMR awards using federa’ 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 Contraätor or 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. 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 Warranties), Addendum III (Termination of Contracts), Addendum IV (Compensation) and Addendum V (Provisions from 2 CFR 2Q0 —Appendix II) 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 Hundred Thousand Dollars ($100,000.00) for any one person per occurrence for death or personal injury and One Hundred Thousand Dollars ($100,000 00) for any one occurrence for property damage Insurance pohcy(ies) 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. C025P1{C1l (TICS) Contractor’s InItials _____ IFB.O29PNRC2I (C) 8 /oS\ OPCMR IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Je’i4Pierre L. Oriol Cojkflissioner Department of Planning and Natural Resources - Anthony D. Thomas Commissioner )prunt ofPrope4,; A itt’ ii Eroy S )stoi. President ‘Heights Construction & Supply, LLC Date:1 4-May-2021 (Corporate seal, fContractor is a corporation) APPROVED AS TO LEGAL SUFFICIENCY AT 1E DEPENT OF STICE BY ___________ Date 6/1/2021 ‘Asistant Attorney General Purchase Order No. CO25PNRC2 1 (FICS) IFBO29PNRC2 1(C) 9 Contractor’s Initials ______ ) L.. i1’- Date:__________ Date:4)’I ;;/.:.2: 6/1/2021