OPCMR



CONSTRUCTION CONTRACT



THIS AGREEMENT is made this 17th day of December _, 2021, 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 Sports Parks and Recreation (hereinafter referred

to as “Government”) and Professional Design/ Builders Inc. d/b/a Custom Builders (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 Repairs to the Joseph Aubain Ballpark and the French Town

Tiny Tots Park on the island of 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), Addendum IV (Compensation),

Addendum V (Provisions from 2 CFR 200 — Appendix Il) and Addendum VI (HUD General

Provisions “HUD Rider”) 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 legally bound by this written instrument, the parties hereto do covenant and agree

as follows:



j; 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 Commissioner of the Department of

Property and Procurement and shall terminate within one hundred eighty-three (183) calendar

days from the issuance of the formal Notice to Proceed, or in accordance with an agreed upon



extension pursuant to the General Provisions.



<P COMPENSATION



CO26SPRT21 (CB) 1 man Z7

IFBO25DSPRT21 (C)

OPCMR



The Government, in consideration of satisfactory performance of the services described in

Addendum I, agrees to pay the Contractor the sum of Four Hundred Thirty-Nine Thousand

Five Hundred Forty-Five Dollars and Zero Cents ($439,545.00) 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, 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.



a 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 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 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.



CO26SPRT21 (CB) 2 wry

IFBO25DSPRT211 (C)

OPCMR



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, 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 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



CO26SPRT21 (CB) 3 way 7

IFBO25DSPRT21 (C)

OPCMR



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 Commissioner of the Department of Property and Procurement.



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 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 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.



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 1s:



CO26SPRT21 (CB) - INITIA

IFBO25DSPRT211 (C)

OPCMR



(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;

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 of Property and Procurement.



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 Anthony D. Thomas,

Commissioner

Department of Property and Procurement

8201 Subbase, Suite 4

St. Thomas, Virgin Islands 00802



Calvert A. White



Commissioner



Department of Sports, Parks and Recreation

8201 Subbase, Suite 206



St. Thomas, Virgin Islands 00802



CONTRACTOR Jerome T. Boschulte

President



CO26SPRT21 (CB) 5 mani

IFBO25DSPRT211 (C)

OPCMR



Professional Design/ Builders Inc. d/b/a Custom Builders

4028 Annas Retreat

St. Thomas, Virgin Islands 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

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.



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 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 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 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, in the procurement of this contract.



CO26SPRT21 (CB) 6 wma

\FBO2SDSPRT21 (C)

OPCMR



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.



27. DEBARMENT CERTIFICATION



By execution of this contract, the Contractor 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 the Contractor or any subcontractor misrepresents its eligibility to receive contract

awards using federal 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 Contractor 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



CO26SPRT21 (CB) 7 win OY

IFBO25DSPRT21 (C)

OPCMR



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 200 — Appendix II) and Addendum VI (HUD General Provisions “HUD

Rider”) 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(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.



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 price; and



(b) A payment bond to assure payment to all persons supplying labor and material in the

execution of the work provided for in the contract for 100% of the Contract price.



INTENTIONALLY LEFT BLANK



CO26SPRT21 (CB) 8 wma fil

|FBO25DSPRT21 (C)

11/17/2021
12/16/2021
Kenneth R. Case, Esq.
Assistant Attorney General
Department of Justice
12/17/2021