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Contract PUBLIC EXIGENCY CONSTRUCTION CONTRACT THIS AGREEMENT is made this ___ day of , 2017 in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property & Procurement, on behalf of the Department of Public Works (hereinafter referred to as “Government’) and Island Roads Corporation (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 Milling and Resurfacing of Route 38 (Weymouth Rhymer Highway/ Raphune Hill) on 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 IT (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; Contractor’s Initials a CO1SDPWT17 (IRC) PUBLIC EXIGENCY 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 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. de TERM This Contract shall commence upon execution by the Governor and shall terminate within Sixty (60) 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 Two hundred Fourteen thousand Ten dollars and zero cent ($214,010.00) 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. Contractor’s Initials Mh C0O1SDPWT17 (IRC) | PUBLIC EXIGENCY 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, liquidated damages of 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 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 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 Contractor’s Initials [: | CO1SDPWT17 (IRC) PUBLIC EXIGENCY 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. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon Government 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, 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. 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 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, Contractor’s Initials Mh CO1S5DPWT17 (IRC) PUBLIC EXIGENCY 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 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 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 waiver, modification, or amendment of any of the terms, conditions, or provisions of this Contract, but the same shall be Contractor’s Initials M CO1SDPWT17 (IRC) PUBLIC EXIGENCY 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 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 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. 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. Contractor’s Initials J C015DPWT17 (IRC) PUBLIC EXIGENCY 17. TERMINATION Either Party will have the right to terminate this contract with cause on ten (10) days written notice to the other party specifying the date of termination. The attached “Addendum III- 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 of work under this contract may be terminated by the Government in part, whenever the Government shall deem 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 date of termination, including payment for the period of the ten (10) 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 of this Contract on account of race, creed, color, sex, religion, disability or national origin. Contractor’s Initials he C0O1S5DPWT17 (IRC) PUBLIC EXIGENCY 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, 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 itself with the provisions of Title 3, Chapter 37, Virgin Islands Code, pertaining to conflicts of interest, including the penalties provisions set forth in 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 1101, (1) of said Code chapter. Contractor’s Initials Yi. CO1SDPWT17 (IRC) PUBLIC EXIGENCY 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, Jr. Commissioner Nominee Department of Property and Procurement 8201 Subbase, 3" Floor St. Thomas, U.S. Virgin Islands 00802 Gustav James Commissioner Department of Public Works 8244 Kongens Gade St. Thomas, Virgin Islands 00802 CONTRACTOR Andrew Smith President Island Roads Corporation 6501 Red Hook Plaza, Suite 201 St. Thomas, VI 00802 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 Contractor’s Initials Mh C015DPWT17 (IRC) PUBLIC EXIGENCY 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 affecting the work to be done and 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. 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 of the 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 he has employed no person to solicit or obtain this contract on his behalf, or to cause or procure the same to be obtained Contractor’s Initials YA CO1SDPWT17 (IRC) PUBLIC EXIGENCY upon 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 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 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 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 the Virgin Islands, 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. Contractor’s Initials WW CO1SDPWT17 (IRC) PUBLIC EXIGENCY 27. OTHER PROVISIONS Addendum II (General Provisions and Warranties) and Addendum III (Termination of Contracts) attached hereto are hereby incorporated by reference and made a part of this contract. Contractor’s Initials _/ / C0O1SDPWT17 (IRC) PUBLIC EXIGENCY IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS Jp SA eo Date: YW, 17 Lloyd T. Bough, Jr. Commissioner Nominee Department of Property and Procurement if aa SL i0fao/ 7 Gustav ip Commissioner Department of Public Works CONTRACTOR WS ep Ah Date: +2 | "7 Andrew Smith President Island Roads Corporation (Corporate seal, if Contractor is a corporation) mdi Aap Date: “(-20-|7 Kenneth E. Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY, AT a ica OF JUSTICE BY: a AKC \ Date LORG: ACCT: CL: Purchase Order No. Contractor’s Initials V / CO1SDPWT17 CIRC) PUBLIC EXIGENCY CERTIFICATE OF APPROVAL I hereby certify that this is a true and exact copy of Contract No. COISDPWT17 (IRC) entered into between the Department of Property and Procurement, on behalf of the Department of Public Works and Island Roads Corporation. Lloyd T. Bough, Jr., Commissioner Nominee Department of Property and Procurement Contractor’s Initials My C015DPWT17 (IRC) OS — OI II LY NY SOS LT ROS —— GIRO ORF ee La SERPS OLS = bared = XE SEA AER ARK ERY OY me, SMIGESS NII WV SYA NAO SSSNUEES SON IIAG THE GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF LICENSING AND CONSUMER AFFAIRS PROFESSIONAL LICENSE KNOW ALL BY THIS PRESENT That, in accordance with the applicable provisions of Titlé"3.Chapléi”16-and Title 27 V.L.C. relating to the licensing of businesses and occupations, and compliance *jhaving “been .made_ with" th rovisions of 10 V.I.C. Sec. 41 relating to the Civil Rights Act of the Virgin Islands,.thefollowing liéense is hetéby granted... °°.” - ISLAND ROADS CORPORATION ISLAND 'ROADS:GORPORATION 9? Licensee: Trade Name: Mailing Address a Physical Address *-. ' 7440 ESTATE BOVONI 4B-B -CHARLOTTE AMALIE. ST: THOMAS VI 00802 __ 6501 RED HOOK PLAZA SUITE 201 CHARLOTTE AMALIE ST. THOMAS VI 00802 Business No: 7683 As provided by law, the authorized licensing” authority” shall ha¥Ve th Jower,<to revoke or suspend any License issued hereunder, upon finding, after notice and adéquaté "Hearing;~thatY suth “revocation or suspension is in the public interest; provided, that any persons aggrieved by any such” decision of this office shall be entitled to a review of the saine by the Territorial Court upon appeal made within (30) days from the date of the decision; provided, further, that all decisions of this office hereunder shall be final except upon specific findings.by the Court that the same was arrived at by fraud or illegal means. If a renewal is desired, the holder is responsible for making application for same without any notice from this office. It is the responsibility of the Licensee to notify the Department in writing within (30) days, when a license is to be cancelled or placed in inactive status. Failure to do so will result in the assessment of penalties as authorized by law. Valid from 11/01/2016 until 10/31/2017 Printed on 11/03/2016 _ Issued at St. Thomas,V.I. V) — =e Fee 130.00 - Commissioner, Department of Licensing and Consumer Affairs THIS LICENSE MUST BE PROMINENTLY DISPLAYED AT PLACE OF BUSINESS NY oy at x) ae ) = \ PUVA ALP PALO NESEY