CONSTRUCTION CONTRACT
THIS AGREEMENT is 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, onbehaif of the
Department of Education (hereinafter referred to as “Government”) and Francis R.
Romain dlb/a FR Maintenance and Construction Services (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 Construction and/or Repairs at the
Pearl B. Larsen K-8 School in St. Croix, US. Virgin Islands in strict accordance
with the plans and specifications (incorporated by reference and made a part of this
contract), which duties and responsibilities arc more particularly described in
Addendum 1, (Scope of Work), Addendum 11 (General Provisions and Warranties
together with the additional General Provisions
— Construction), Addendum II!
(Termination of Contracts), and Addendum IV (Compensation) attached hereto; and
WHEREAS, the Contractor represents that it is willing and capable of
providing such services;
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20
June
12th
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:
I.
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
twenty (120) 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 ofthe services
described in Addendum I, agrees to pay the Contractor the sum of Sixty-Two
Thousand, Five Hundred flollars and Zero Cents ($62,500.00) in accordance
with the provisions set forth in Addendum IV (Compensation), attached hereto is
hereby incorporated by reference and made apart of this contract.
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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, Seventy-Five Dollars ($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 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
request, during the life of the contract. The abovedescribed materials shall not be
used by Contractor or by any other person or entity except upon the written
permission of the Government.
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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 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.
II4DEMNIFICATION
Contractor agrees to indemni’, 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.
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11,
INDEPENDENT CONTRACTOR
The Conttactor 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 andjurisdiction and venue are exclusive in the United States Virgin Islands.
13.
WAIVERS ANT) 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 authoried 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
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commuiiications, 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 thuds
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.
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18.
PARTIAL TERMINATION
The performance of work under this conhact 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 paymont for services provided to the date of
ternination, including payment for the period of the ten (10) days’ notice.
19.
NON-DISCRIMINATION
No person shall be ec1uded 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 thatit 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
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or influenced this contract, in its
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official; or an officer or employee of the legis1ative, 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 ofTitle 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
official capacily;
(iii)
no financial interest in the contract as that term is defined in
section 1101, (1) ofsaid Code chapter.
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EFFECTIVE DATE
The effective date ofthis Contract shall be the day ofexecution ofthe Contract
by the Commissioner of the Department of Property and Procurement.
22.
NOTICE
Any notice required to be given by the terms of this Contraët 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 ft Thomas
Commissioner
Department of Property and Procurement
8201 Sub Base, Suite 4
St. Thomas, VI 00802
Racquel Berr•y-Jenjamin
Commissioner
Department of Education
1834 Kongens Gade
Charlotte Ainalie, VI 00802-6746
CONTRACTOR
Francis R. Roinain
dlb/a FR Maintenance and Construction Services
39 Estate Cottage
Christiansted, VI 00820
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.
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24.
CONTRACTOR’S RPIESLNTAT1ONS
The Contractor agrees that it is ftffly 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 filly 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 notice to proceed or as extended in accordance with the Generai
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 Govermnent 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 has not paid, or promised or agreed to
pay to any person, in consideration of such procurement, or in compensatin for
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services in connection therewith, any brokerage, commission, or percentage upon
the amount receivable by it hereunder; and that it nor its officers, agents or
employees has not, in estimating thecontract 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
aniount of such commission, pcrcentge, brokerage or contingent fees.
26.
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 finds, 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.
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27.
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 aelmowledges that making such
a false, fictitious, or fraudulent claim is an offense under Virgin Islands law.
28.
OTHER PROVISIONS
Addendum
.1 (Scope of Work), Addendum Ti (General Provisions and
Warranties) and Addendum ifi (Termination of Contracts) and Addendum TV
(Compensation) attached hereto are hereby incorporated by reference and made a
part of this contract.
29.
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 occurience for property
damage. Insurance policy(ies) shall name the Government of the Virgin Islands as
the certificate holder and additional insured via an endorsement.
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(b.)
WORKERS’
COMPENSATION:
Contractor
shall
sqpply
current coverage under the Government Insurance Fund or other form of coverage.
30.
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
rb.)
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% ofthe Contract price or
(c.)
For Preferred Bidders, an approved payment and performance
guarantee in accordance with Title 3 1, Section 236a(d) of the
Virgin Islands Code.
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I1J WITNESS WHEREOF, the parties have hereunto set their hands on the
day and year first above written.
WITNESSES:
GOVERNMENT OF THE VIRGIN ISLANDS
Date:
Anthony D. Thomas
Commissioner
Department of Property and Procurement
L.-L
7 iacuei
Commissioner
Department of Education
CONTRACTOR
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Franis’ilahi
d/b/a
Maintenance and Construction Services
Date:______
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Date:
_______
APPROVED AS TO LEGAL SUFFICIENCY,?
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AT THE DEPARTMENT OF JUSTICE BY:
Date: 6/11/2020
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is a corporation)
Celia B. Daniel
NP-252- 19
My Comm. Exp.
August 21, 2O2
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6/12/2020