Executed letter 
March 23, 2021 
Mr. Andy Smith 
President 
Island Roads Corporation 
6501 Red Hook Plaza, Suite 201 
St. Thomas, VI 00802 
RE: 
S18ADPWC20 (IRC) Roadside Repairs (Emergency) for the Islands St. Croix, St. Thomas, 
and St. John USVI for the Department of Public Works 
Dear Andy Smith: 
Transmitted herewith is the attached fully Renewal Supply Contract (Supply Contract) to provide 
Roadside Repairs (Emergency) for the Islands St. Croix, S. Thomas, and St. John USVI for the Virgin 
Islands Department of Public Works, during the period of March 23, 2021, through March 22, 2022. 
Island Roads Corporation will perform under this Contract in accordance with Addendum I (Scope of 
Work), Addendum II (General Provisions), and Addendum III (Termination of Contracts). Island Roads 
Corporation fails to comply with the terms of the enclosed Contract, the Government of the Virgin 
Islands will exercise all rights and remedies available to it in law and equity all documents via email to 
the Department of Property and Procurement for further processing. 
If you have any questions, please contact Dynell R. Williams, Deputy Commissioner of Procurement, at 
340-773-1561 ext. 5244 or email dynell.williams@dpp.vi.gov.
Respectfully, 
Dynell R. Williams  
Deputy Commissioner of Procurement 
DRW/mth

March 11, 2021 
Andy Smith 
President 
Island  Roads Corporation 
6501 Red Hook Plaza, Suite 201 
St. Thomas, VI 00802 
RE: 
Renewal Option 
S18ADPWC20 (IRC) 
Dear Mr. Smith: 
Transmitted herewith is a Renewal Option to provide Roadside Repairs (Emergency) for the 
Islands St. Croix, St. Thomas, and St. John USVI for the Department of Public Works 
during the period of March 23, 2021 through March 22, 2022.  Services provided will be 
made in accordance with the terms and conditions of the contract. 
We invite your attention to the General Provisions of said contract particularly to Section II 
concerning default. 
To complete and facilitate the movement of your contract the following is required: 
1.
Initial all documents in the bottom right hand corner (BLUE INK ONLY)
2.
Sign the original contract in the presence of one (1) witnesses (BLUE INK ONLY)
3.
Current VI Business License
4.
Proof of Commercial General Liability Insurance with the Government of the Virgin Islands
as Certificate Holder and Additional Insured as indicated on Endorsement (policy number on
endorsement must match policy number on certificate).  An endorsement that explicitly names
the Government of the Virgin Islands as an additional insured is required– blanket
insurance endorsements that do not name the Government of the Virgin Islands are not accepted)
5.
Proof of Worker’s Compensation Coverage/ Government Insurance Coverage
6.
Sam.Gov Registration
7.
Proof of Professional Liability Coverage with Government of the Virgin Islands as
Certificate Holder for professional services contract.
8.
Articles of Incorporation (and applicable amendments)
9.
Tradename Certificate if company uses a tradename (valid for two years)
10. Certificate of Good Standing (valid from July 1st thru June 30th)
11. Corporate Resolution on company letterhead (signed/ attested & dated by corporate
secretary authorizing signatory)
Upon receipt of the requested information, please return all documents to the Department of 
Property and Procurement for further processing. 
If you have any questions, please contract Dynell R. Williams, Deputy Commissioner of 
Procurement at 340-773-1561 ext. 5244 or email dynell.williams@dpp.vi.gov. 
Respectfully, 
Anthony D. Thomas 
Commissioner  
ADT/drw/mth

EXERCISE OF RENEWAL OPTION.



GOVERNMENT OF

THE UNITED STATES VIRGIN ISLANDS



ER

DEPARTMENT OF PROPERTY & PROCUREMENT



CONTRACT NO.: SI8ADPWC20 (IRC)

DATED: March 31, 2020



EXERCISE OF RENEWAL OPTION



Contractor Description of Scope of Work/Services



Andy Smith



Island Roads Corporation



6501 Red Hook Plaza, Suite 201

St. Thomas, USVI 00802



Roadside Repairs (Emergency) for the

Islands St. Croix, St. Thomas, and St.

John USVI for the Department of

Public Works



Pursuant to the renewal option provision of Contract No. SI8ADPWC20 (IRC), and subject to the

aDpropriation and allotment of necessary funds, notice is hereby given that the Government of the U.S.

Virgin Islands, Department of Public Works exercises its option to renew and does hereby renew the

aforementioned contract for the period March 23, 2021 through March 22, 2022, at the stipulated cost

therein.



All the terms, covenants, and conditions of the contract affected shall continue in full force and effect.



Please acknowledge receipt and acceptance hereby signing and returning the original to:

The Department of Property and Procurement

#3274 Estate Richmond

Christiansted, St. Croix, USVI 00820



~ Ap & ACCEPTANCE:



Andy Smith, President

Island Roads Corporation Commissioner Nominee



Department of Public Works

DATE: 0 liz [202)



pate: Merch 25,202

Mwy dD. Charan — 3/23/2021



Anthony 0,/Thomas, Commissioner DATE

Department of Property & Procurement

-GOVERNMENT OF TRE VIRGIN ISLANDS

TASK ORDER CONTRACT

Roadside Repairs (Emergency) for the Islands 6£ St. Croix; St. Thomas.and St.John, USVI



This‘Agreement'made this, 3) day of Mareh _,20 2.0,,in thé Testitory of thé Un ited States Virgin



Aslands by and betweeir the Government ofthe Virgin fslands-Departinent of Property and Procurement, on

‘behalf ofthe Department.of Public Works (hereinafter refered to as.“‘Government’) and Islands Road

Corporstion,.whose addesss is 6501 Red: Hook Plazx, Suite 201,.St. Thomas, VI ‘00802 (hereinafter

referted'to as “Contractor"y, { , ,



WHERIAS,: tlie. Government 7 in need of a: contractor 19 provide Roadside Repairs.

(Emergency) for the Istands of St.Thomas and St. John USVA; and



WHEREAS, ihe Contractor was selected in accoidance with RIP-029-C-2019(P); and



WHERDAS,; the Contractor represtnts.that it {s willing and capable of providing the services in dn



expeditious manner-and ih accordance with the Specifications cited in Addenda aiid JI: it:is mintually

agreed betweeri the Parties as follows: 4



Section L That-tor and. in considerdtion of the prices and othér iets: and-conditions of this Contract,

<he-Contractor ‘agrees. to provide Roadside. Repairs (Emergency) for lie Islands of Si; Thomas and

St. John USVI, to the Government when and. wheré directed’ by the Comimissioner of Department of

Public Works. The Contractor shall furnish all necessary supplies to provide the: services Outlined in

Addendum I (Scope of Services), attached hereto.and made a part of this Agreement,



Section II: The Government,in consideration of thé sutisfactory. performance of thé services described

:0 Addendum J, agrees to pay Contractor in accordance with invoices-subrmitted anid ‘approved by

Departhent of Public Works sct forth i Addendum I! (Cémpensation..and Attachment) attiched hereto



and made, a part of this Agreement. Both: parties agreé that fic individual project’. assignment -can

exeeed Fifty Thousarid Dollars and Zero Cents ($50,000.00). :



Section “30. This Contract shall comizence on March 23;,2020° and shall icrminate on March,-22,

202K unless mufually-extended or termingtéed by the Parties. No alterations or variations’ of the terms

of the propdsal shall be yalid or binding upon: the Government tnless: made. in writing ‘and approved

dy the Government. Thé:seivices under this.contract shall be fora period of one (4) year’ with a renewable

Optionfor's, perléd of one (1 \) year. : -



Section EV.. The-Conthictor agrees to provide the services outlined-in. Addendura J ‘Scope of Work)

‘n. acgordance with. the fermsand conditions outlined. in Addendum TH (General Provisions), both

attached liereto-arid madé a part. ofthis Agreement, .



Section V. This-Cohtract'shalf be governed by the. laws of the United Statés-Virein Islands arid

_orisdiction shall temaip ia the United'States- Virgin Islands. :



Section Vi. This Contract shalt be-subject:ta ‘the availability, and appropriation of funds, The

Contractor'shall-only. perform. services when directed by the’ Commissioner of Depatiment of

Public: Works: or aiithorized representative,



Séction. VIE. This Contract constitutes the entire agreemerit between thé parties hereto, and all

prior understandiites or communicatiotis, : written or oral, with respect to the, Service; which is the subject’



thatter of this Contract, are mierged herein, A

‘SASADPWC20 (IRC) ; . Initials MM A

IN WITNESS WHEREOF, the



partics have hereunto set their



above written. This Contract is executed



in an original, in the year and



day mentioned in the first



hands on the day and year first



WITNESSES



GOVENRMENT OF THE VIRGIN ISLANDS:



’



Os: ne (OL ere



ee ee



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3 is (4i~a4—



ees



3/31/2020



Zar



Thomas



Date



lambs highuds)



Commissioner



ent of Property and Procurement



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Ne



ment of Public Works



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tay o +h -



Andy Smith



Date



ds



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President



Island Roads Corpomtion



Biieces x



BEC GRAC =



(Corporate ‘Sent if Cortracew ts 9 Derpesstion



Od.



lf A1 A. 47, 20



#



S1SADPWC20 (IRC)



Initials tt



A



- —_—-



——_



et



scan,

c™ ADDENDUM £



a

SCOPE OF WORK;

r= ToskOnver Ws,

Uri, [Pedces

ae i

x

{EA:

1EA.

JAR

JLE °

Icy." a

ry = ce .

: #is0H Roadndy Mittag 12" Denth} . ES ASN"

80503 | Untreated Aggrepete:Course Base/Subbase} cy

“30702 Se restiAggiosate -Gtoding 15" depth, BY.

a 30301 |Rimad Reconditioning ig i STA

4DL0MAS lAspnult concrete Pavitient-Ce,*A'GR:"0" Type IV. Sindalfiiiess fit plato. LBRS.

ao10708 Asphalt Concrata Pavement 1,7A",GR,"O", féveling base cadrseIn place TONS

pa0i01.0) Hsvihalt Controte Paventent Ch,"A%, GRYON, matetlationly “TONS” Ps

41202| Tork Coat; Gale RSA ; _|GAL_. ;

50101 )RInid Pavement ae cy" i

j “tri eee TET Place, tndludlag tonne and [rebar jax

(60202(A} |i" Relnforced Caneraté Pipes ELI-Inpkce UF

J60201{A) [24° ndinforsnd.Concreta Pips; Ck IN—lrpkace, ; WE

Gb2011A 20s fice Cone fted Pine culver cigs in Pista ° ie

6H202{8) [S6!-Reinfarced:Coricretant citi Culvert; Clats Ulan Ploce fame oe

o2ti6). [ag RelofGrced Concvéted Pine Cuivre; Class Ii ts Plage iF

0M HOPE Cifenct-tn Place -_ |tR

Q20UB}"}24" HDPE’ Culteit- tn-ekice: . [tr :

602078}. [30° HDPE Culvert-tn Place, ae

GO20RA) JABS HDCE Culyere~In Plane, KE

E Gaviori Baskets _ “or

50405| Mate! Ring Adjaztad iianhole ta) JER”:

SOgGI(A} [Paved Waterway Tipe. |s¥..

608 Tyner’ cithaid GintersIn Place, __ a LF.

Adjiist Water Uelve B Box- ae i" Jes

ji ; SY

ran aig a “white/yeltaw} i ; «

hasth Dietetics Ee

dovembrt Matertal (Sead/Mulchi (sv.

Systent 54 Type, Class 8 __ {LF

| __ 04202] Gord Rail Terratnal Section Type MELT. _leK.

INIISC ”_‘|iscalnbdus it2ois (oust Hus 20%) aG ;



Kigaosed tpoqtractor_



President o&Company,



SISADPWC20 (RC)



Hae entes ane le eee emee at pony ere e me mere mee mn meee ene



ree cee tee nen leanmmetuen. pnamenpmee stem oboe ft pans

ADDENDUM II

COMBENSATION



The Governinent, if consideration: of the satisfactory performance of the

services described in the bid’s Scope of Work, agrees to make progtess

‘payimenis’ based on the invoices subinitted by. the: Contractor, Island.

Roads Corporation. The parties further agree that paymerits will be

made in accordance with actual wok performed at the tates set forth

hetein, and no individual project assignment can exceed Fifty‘ Thousand

Dollars.and Zero Cents (350;000.00). .



GVI Negotiated Prices: See! Attachmenit



‘S18ADEWC20 GRC) 4 initials, fy Hy HI



ee ee

rs mee eee ee



ATTACHMENT

Ho, link

1530: “Iss

63501 at

La [eA 1

a) 2 {EA r 75.00

63501 EA 375,00

£3503 a EA 18750

+R $ 22.50

15703{Sit Fence : 1200

23161 | clearest and : ac. | 15,000.00

of Concrate Sv 37.50

29401 | @xomvadion and Emibanknarnt ey $ 33.00

25101) Pieced Icy § 196.00

|___ 25101) Mortered jev7$ 2580.00

Y_4i301 = =a fr i

37101 Course = aan

20202) Cement id |s¥ 105.00

30301 Fo $ 1125.00

30501) Fall Ou ot a wits Y ($3800

Feel Aaphat Conerete Pevement O.,°A‘GA'C", Tyos-V Smoothness in ptice _ $400.00 |

01/8) Pavement 1,"A'.GR.°D" bea In c 400.00

401016 ome Segre

|___.41.202 [Tach Cost, Grave RS-2 anh GAL | ¢§ 22.50

; eh =e cv $1,000.00

60301 cy |$ 1.80900

ZORA} cin 450.00

oF. G 528.00

Class Mi én Piers uF § 0080

Ges E-tPice a eT

.] Setniorced Class #11- Ia BG $ 90000

1S” HOPE Culvert - in Place me 5 «337.50

= juF 412.50

ois Piece {ur ry

39" HOPE Culvert -in Place he $ 63750

POLOIA) 45" HOPE Cutvert -in Place UF 5787.50]

|. 25301 | Gsbion Sexkets lov [§ 112500)

Metal Manhole (247) |EA _ 678.00

fPOS0LIA) | Paves Waterway Tyne jsv_ [S$ 225.60

| _60901) Type F* Curb and Gutter -tn Pisce LE 112.50

61101 Water Valve Onn te 375.00

| __61501|Concrate Stiewelic (4°) [sv $ 180.00

feas0Ua) Pavement [a iis 3 mY) |

f63401(8 Pavement Marking, Type H (36° white) le 540.00

73301| Roadside Material isv 5 20.00

a 62701 Guard Rall System, G4 Type I, Cless B jue $ 150.00

63702] @uard Ral Terminal Section Type MELT —lea__|$ 300009

iisoellaneons iteres Plus —

Lieensed Contracter. a {Leta (s} Vk



eretuntet Comoamy Pune sm soln



SISADPWC20 (IRC)



a



a ees ee

ADDENDUM In

GENERAL PROVISIONS:



1. LIABILITY OF.OTHERS



Nothing ‘in this Agreement shal) be. constiued 19 impose aly liability ‘upon ‘fie. Goverinentto,-parsons;

firme, associations, or:edyporations.ciigaged:by:Contiactoy as strvants; agents, independent.contractors;.or

iivuriy othe} bapatity whatsnever, or make the Goyérninent Ifible tb-aiy such persons, figns, associations

‘Gr Dorpordiions foythé-acts, Omissions,..responsibilifiés, obligations.and taxes:of Contractor oF whatsoever

“Tatute, including hut nat limited to-unemploynent-iniuirance and Sopizl security. tixes Zor Contractor, fis.

‘Sci'Vants, agents or indapenderit conttactors, ;



“The Contractor shail not Subcontract dr assign any part of the services, under this Agreement without the

prior wiitsrrapproyelofthe Goverment. :



3. INDEMNIFICATION



oss, -dainage, lixbility, claims, demands, déiriments cast, charges afidt eftpenses (including afforney's fees)

atid.causes of aclich.6£ whatsoever chargcterwhich the Goyenimestmiay ineur, sustain or bespbjeciedto,

avisisig out £or in any: way copnested,toithe. strvites-to, be performed'by Contractor imder this‘Apreement

dlid-ariking from any cause, except the sofe Degligenes of Gavernment: *



4. ‘TERMINATION:



Conttattar agrees to indemnify, defend, and hold harmless the Govemment from and-againss. any and-all



‘The Government shall, have the rjght-to teim inate this Contract with cayse-on.ten (10).days written notice

10-the other party. spaéifying ie date: of ierthinstion, The performande of Work under shis contract-miby ibe

terminated by the Governmieatin part, whensver: the Government shall devin mich terinination advisabic.

This partial termination Shalt he:affetted by-tdelivering to the, Confractor-a Notioe-of Pettial ‘Termination

“speotihing the extent to, which the! tervhs-ani/ox duties tinder this: Agieeinent are tetmifated ail the. date.

upon which such termination tecomes Effective: ‘Fhe Contractor shall be entitiod to:teceive payment for

Secvices:provided to the datd.of termiriation, 3achiding paymentfor the period-offthe ten {10) day notice.



5. NON-DISCRIMINATION



No person:sliall be excluded from participatingin, ba denied the piduteds of orbe subject to disarimipation-

intthe pertotmance of thiz-Contract on Becount. of race, creed, ‘calof, Sex, seligion, disabllity-or national.

acigin; ; :



6 ‘NOTICE.

“Atty notice required'to be, given: by the'terms of ‘this. Coitract shall tic: déemeii to have been'given when ite

game's sent by certified mail, postage prepaid or personally defivered, addressed th the Parties, s:fallaws:



SiBADPWCA0 {IRC} 3 thitiats A y /



es

GOVERNMENT



Anthony D:Thonias



Commissioner Nominee.

Department of Properly: arid:Procurémént

3nilding No. 1 Sub Babe, 3 Ploor, St.Thomas’

US, Virgin Isiands,00802



Nelstin’M, Petty, Ji, PE:

Commissione: Noininec:

Department of Public Works

S002 Estate Canna's Hope

U.S..Vargin Islands 60820



Andy Smith.



President .



Island Roads Corpofation

$301 Red Hopk Plaza, Shite 201

St. Thomas; Vi 00302:



7 RIGHTTG WittiHoLD



IF Work uniier this Contract, is net -perfontiéd ih atcordaiice wilh the terms, Heteof;:the Government will



have the sight't withiéid out df afiy payment due to Contractors; sudh-ajims asithe Goyernnient may deem



‘amipie to, provect it against loss ‘or te aisuré paytoent of clainis arising thereifom, and. at its option, the



Govemment may apply'such sums in sucht mainer asdhe.Goverpméent may deen phoper to-seoure iselfar

torsatisty such claims, ‘The Goverriment:wi)i immediately nofiftthe Contractor in writing in-the event that.

itelectsito exestlse its right-to withhold.



8. PAILURE'TG DELIVER:



by the Government, or failure to, make ‘éplaceifient. of Téjocted commodities when, so requesied,

immediately or as ‘Hrécted bythe Gavefnmentt, will constitute aiihotity for the Government to:purahasein



the optn.wiarket Yo. replace the cottimodities rejected ot not delivered: The Goyernmentreseryes:the right



ie teh Soa



Railure‘of the Contractor to delivessigihin the thitespecified, br wiltin a reasonable time.as interpreted.



fo authorize immediite pinchases:in The open macket against.rejections.on this tontiact:when necéssary!

On all such purchases, the ‘Contrantor arees promptly 10 reimburse: the Govertisient fo¥ Excess. costs

foeasivnéd by such paschases! Such purchases will be dadiicted froin cdntract qigntities, However; Should

public‘nécessity. démand it, the Government reserves'the right toruse, Sr-consurae commipdities:délivered -

which aré substandartjnr quality, sibject to an adjstiient in‘price tg he determined by the Govemmient,



9: FALSE CLAIMS



Contractor warrantsthatitéhellaok, with respectto this. Contract, make otpreseatany claim upon or

against the. Government ofthe” Virgia Islands, or'ahy Officer, department; board, commission, or

other agtiney théfeof knowing such claini. to be. false; fictitious. or ffaudulent.. Contrastor

acknowledges that. making: such a. false, fictitious; or Frandwent.claim fs an pifense- wider Virgin

Islands laws ; :



BASADPWCR0 (IRC) 7 lelthals, A A VA



Oe eee

os fe, THE GOVERNMENT OF THE VIRGIN ISLANDS

Fi 4% DEPARTMENT OF LICENSING AND CONSUMER AFFAIRS

s Be PROFESSIONAL LICENSE

¢, TF KNOW ALL BY THIS PRESENT

“Virgin se



~hat, in accordance with the applicable provisions of Title 3 Chapter 16 and Title 27 V.LC. relating to the licensing of

businesses and occupations, and compliance having been made with the provisions of 10 V.I.C. Sec. 41 relating to

the Civil Rights Act of the Virgin Islands, the following license is hereby granted.



ST. THOMAS VI 00802



ST. THOMAS V1 00802



Licensee: ANDREW J. SMITH

_Trade Name: ANDREW J. SMITH



Mailing Address Physical Address é



6501 RED HOOK PLAZA § 6} ESTATE NAZARETH .

CHARLOTTE AMALIE CHARLOTTE AMALIE



Business No: 27457



License No: 1-27457-1B



Types of License(s)

Construction Contractor



AS provided by law, the authorized licensing authority shall have the power to revoke or Suspend any License issued

hereunder, upon finding, after notice and adequate hearing, that such 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

same by the Territorial Court upon appeal made within (30) days from the date of the decision; provided, further, that

ell 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 11/01/2020 until 10/34/2021



Printed on 10/19/2020 F



Issued at St. Thomas,V.J. ae clroucl. Coe At.

Fee 130,00



Commissioner, Department of Licensing and Consumer Affairs



THIS LICENSE MUST BE PROMINENTLY DISPLAYED AT PLACE OF BUSINESS



#45 '

aceNSinG fey

oe “%, THE GOVERNMENT OF THE VIRGIN ISLANDS

ig , 2 DEPARTMENT OF LICENSING AND CONSUMER AFFAIRS

5 3 PROFESSIONAL LICENSE



&, me RERVE



= “an” KNOW ALL BY THIS PRESENT

GIN 1



That, in accordance with the applicable provisions of Title 3 Chapter 16 and Title 27 V.LC. relating to the licensing of

usinesses and occupations, and compliance having been made with the provisions of 10 V.I.C. Sec. 4° relating to

the Civil Rights Act of the Virgin Islands, the following license is hereby granted.



Licensee: ISLAND ROADS CORPORATION

Trade Name: ISLAND ROADS CORPORATION

Matling Address Physical Address

6501 RED HOOK PLAZA 7440 ESTATE BOVONI 48-B

SUITE 201 CHARLOTTE AMALIE

CHARLOTTE AMALIE ST. THOMAS VI 00802

ST. THOMAS VI 00802

Business No: 7683 License No: 1-7683-2B

Types of License(s)

| Generat Construction Co.



7 ae —



As provided by law, the authorized licensing authority shall have the power to revoke or suspend any License issued

hereunder, upon finding, afler notice and adequate hearing, that such 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

same 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.



Ifa renewal is desired, the holder is responsible for making application for same without any notice from this office. It

18 the responsibitity of the Licensee to notify the Department in writing within (30) days, when a licerse 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 11/01/2020 until 10/31/2021

Printed on 10/19/2020



Issued at _—«St. Thomas, Vil. Als eee cove hNl.



Fee 130,00



Commissioner, Department of Licensing and Consumer Affairs



THIS LICENSE MUST BE PROMINENTLY DISPLAYED AT PLACE OF BUSINESS

SING

or 80,



Ss Te "Se, : THE GOVERNMENT OF THE VIRGIN ISLANDS

Fy A ae Hs DEPARTMENT OF LICENSING AND CONSUMER AFFAIRS

= AN 3 BUSINESS LICENSE

i



a (4



panty KNOW ALL BY THIS PRESENT



That, in accordance with the applicable provisions of Title 3 Chapter 16 and Title 27 V.LC. relating to the licensing of



businesses and occupations, an compliance’ having n ,made with the.provisions of 10 V.LC. Sec, 4] relating to

the Civil Rights Act of the Virgin Islands, the. following eis Bhereby granted. a :



Licensee: ISLAND ROADS CORPORATION



Trade Name: _ISLANDROADS CORPORATION =



Malling Address ice ___| Physical Address



6501 RED HOOK PLAZA | ESTATE BOVONI1A1



SUITE 201 | CHARLOTTE AMALIE



CHARLOTTE AMALIE ; ST. THOMAS VI 00802



ST. THOMAS V100802 7 a a egg



Business No: 7683 5S Le ie License No: © 1=7683-1L

Types of License(s) :



General Manufacturing - 32000 (Stone, Glass, Clay, and Concrete Products)



Pa ST



" Wholesaler Other than Liquor



As provided by law, the authorized licensing authority shall have the power to revoke or suspend any License issued

hereunder, upon finding, after notice and adequate hearing,*that such 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

same 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 03/01/2021 until 03/31/2022

Printed on 03/16/2021



Issued at St. Thomas,V.. ealaaell CeuedhiNl.



Fee 520.00



Commissioner, Department of Licensing and Consumer Affairs



THIS LICENSE MUST BE PROMINENTLY DISPLAYED AT PLACE OF BUSINESS

ACORD® CERTIFICATE OF LIABILITY INSURANCE one



05/06/2020



THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES



BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED

REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.



IMPORTANT: If the certificate holder ts an ADDITIONAL INSURED, the policy(ies} must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on

tris certificate does not confer rights to the certificate holder in lieu of such endorsement(s).



PRODUCER CONTACT Sonia Alfred

Theadore Tanick & Company bes iF xy, (340) 776-7000 TE ne: (340) 776-5765

The Tunick Building, Suite 300 ROBNESs: Salfred@theodoretunick.com

1335 Belljer Road INSURER{S) AFFORDING COVERAGE NAIC 4

St. Thomas Vi 00802 INsuRERA; Underwriters at Lloyds CEU

INSURED INSURERB; Certain Underwriters at Lloyds LOX



Island Roads Corporation INSURER C :



6501 Red Hook Plaza Suite 201 INSURER D:



INSURER E :



St. Thomas VI 00802 INSURER F:



COVERAGES CERTIFICATE NUMBER: —_CL2043013794 REVISION NUMBER:



THIS 1S TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,

EXCLUSICNS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.



aR TYPE OF INSURANCE POLICY NUMBER ANE (MRUDDIYYYY) UMITS

><} CCMMERCIAL GENERAL LIABILITY EAC OCCURRENCE s 1,060,000

A

| CLAIMS-MADE OCCUR PREMISES (Ea occurrence) s_1,000,000

| MED EXP {Any one person) Ss 5,000

AT B1230GP03628B20 05/01/2020 | 05/01/2021 | personaLaanvinitry | § 1.000,000

| GEN'LASGREGATE LIMIT APPLIES PER GENERAL AGGREGATE s_ 1,000,000

|_| Poucy [] 5ES Loc PROOUCTS-COMPIOPAGG | s 1,000,000

OTHER Stopgap s 1,000,000

AUTOMOBILE LIABILITY (eo accent NGLE UMIT s 1,000,000

Y] ANY AUTO BODILY INJURY (Por person) | S

B | <i Riree cry <5 | all Rene aD BAPLOX23888 05/01/2020 | 05/01/2021 | BopiLy INJURY (Per accident) | §

HIRED NON-OWNED PROPERTY DAMAGE

>< Auros onty AUTOS ONLY | (Par accident) —

Hired/oorrowed s

|_| UMBRELLA LiAB |__} occur EACH OCCURRENCE s

tL CESS Las CLAIMS-MADE AGGREGATE $

vep |__| retention s : 5 s

WORKERS COMPENSATION | ER TH:

AND EMPLOYERS’ LIABILITY IN starure | |e

ANY PROPRIETOR/PARTNER/EXECUTIVE 7 E.L_ EACH ACCIDENT $

OFFICER/MEMBER EXCLUDED? NIA

{(Mandatery in NH) E.L_OISEASE - EA EMPLOYEE | S

Ityas, describe under

DESCRIPTION OF OPERATIONS below E.L OISEASE- POLICY LimiT_| $

Trailer Interchange .

B | Drive Other Car - BAPLOX23888 05/01/2020 | 05/01/2021 | Trailer Interchange 135,000

Drive Other Car 4,000,000



DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mora space is required)



Gereral Contractor—Specializing in Streets or Road Paving or Repaving, Surfacing or resurfacing or Scraping using Asphalt or Tar and Concrete

Constructlor



CERTIFICATE HOLDER CANCELLATION



SHOULD ANY OF THE ASOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

Insured's Copy Proof of Coverage Use Only ACCORDANCE WITH THE POLICY PROVISIONS.



AUTHORIZED REPRESENTATIVE



; rm. SES



© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

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q

SAM Search Results



List of records matching your search for :



Record Status: Active



CAGE Code: 35XA1



aa



EN™



TY _|ISLAND ROADS CORPORATION



Status: Active



DUNS: 622489599



+4:



CAGE Code: 35XA1



DoDAAC:



Expiration Date: 01/22/2022



Has Active Exclusion?: No



Debt Subject to Offset?: No



Adcress: 6501 REDHOOK PLZ STE 201



City: CHARLOTTE AMALIE



State/Province: VIRGIN ISLANDS



ZIP Code: 00802-1373



Country: UNITED STATES



March 16, 2021 2:31 PM



https://www.sam.gov



Page 1 of 1

ARTICLES oF LIhDORFURATION

UE

LSLAND ROADS TUORPURATION



We, the undersigned, for the purposes of

association to establish a corporation or the

transaction of the business and the promction and

conduct of the objects and purposes hereinafter

Stated, under the provisions and Subject to the

requirements of the laws af the Virgin Islands of the

United States, (hereinafter called the Virgin

Islands), and particularly the General Corporation Law

of the Virgin Islands (Chapter 1, Title 12, Virgin

Islands Code), as the same may be amended from time to

time, deo make and file these articles of incorporation

in writing and do hereby certify:



First: The name of the corporation

hereinafter called the Corporation) -is



ISLAND ROADS CORPORATION



Second: The principal office of the

corperation in the Virgin Islands is



P.O. Bex 9820 Professional Bidg.

St. Thomas. Virgin Islands. Fortets Strace



Suite #1



*« Third: The nature of the business af the

<worporation and the objects or purposes to be

transacted. promoted or carried on by it are as

follows:



To purchase, lease, hire or otherwise acquire

real and personal property. improved and,

unimproved. of every kinds and description. and

to sell. dispose of, lease, convey. encumber

and mortgage said property, including

condominiums. or any part thereof. Ta acquire,

hold, lease, manage. operate, develop, control,

Cuild, #rect, maintain for. the Purposes of said

company, CONStruct. recomstruct or purch

either directly or through awnersnip o

any orporation, and lands. buildings.

etores, warehouse. mills. snops. faecter



Y FR



a

a

ARTICLES OF INCORPORATION ISLAND ROADS CORPORATION



Page 2



houses. machinery rights, easements. privileges,

franchise and licenses, and to sell, lease, hire or

otherwise dispose of the lands. buildings, or other

property of the company. or any part therecf.



(2) To make. manufacture, produce, prepare,

process, purchase or otherwise acquire, and to hold,

Own, use. sell. import, export, dispose of otherwise

trade or deal in and with, machines, machinery,

appliances, apparatus, goods, wares, products, and ~°

merchandise of every kind. nature and description;

and. in general, to engage or participate in any

manufacturing or other business of any kind or

character whatsoever , whether or not related ta,

conducive to, incidental to or in any way connected

with the above business.



(3) To engage in research, exploration,

laboratory and development work related to any

material, substance, compound or mixture now known or

which may hereafter be know, discovered or developed.

and to perfect, develop, manufacture, use apply and

generally to deal in and with any such material,

substance, compound

or mixture. —



(4) To adopt. apply for, obtain, register,

Purchase. lease, take Licenses in respect of otherwise

acquire and to maintain. protect, hold, use, own,

exercise, develop, manufacture under, operate and

intreduce, and to sell and grant licenses or other

rights in respect, assign or otherwise dispose of,

turns to account, or in any manner deal with and

contract with reference to, any trade-marks, trade

names. patents, patent rights. concessions,

franchises, designs, copyrights and distinctive marks

and rights analogous thereto, and inventions, devices’,

processes, recipes, formulae and improvements and

modifications thereof.



(5) To purchase, lease or otherwise acquire. toe

held. own. use, develop, maintain, manage and operate.

and to’ sell, transfer, lease assign, convey, exchange

or otherwise turn to account or dispase of and

otherwise deal in and with such real property... whether

located within the Virgin Islands or elsewhere, as may

be necessary or convenient inh connection with the

business of the Corporation, and personal property.

tangible. or intangible, without limitation.

ARTICLES OF INCORPORATION ISLAND ROADS CORPORATION

Page 3



(6) To purchase, lease. construct or otherwise

acquire, and to hold. own. use. maintain, manage and

operate. buildings. factories. plants, laboratories.

installations, equipment, machinery. pipe lines,

rolling stocks and other structures. facilities and

apparatus of every kind and description, used or

useful in the conduct of the business of the

Corporation



(7) To purchase, lease, construct or otherwise

acquire and to hold, own, use, maintain, manage and

operate dwelling houses and other buildings at or near

any place of business of the Corporation for the

Purpose of furnishing housing and other conveniences

to employees of the Corporation. and others, and to

carry on a general mercantile business at or near any

such place of business for the convenience of those

residing in-the vicinity thereof, and others.



8) To purchase or otherwise acquire, and to

hold, pledge, sell, exchange or otherwise dispose of

securities (which term, for the purposes of this

Article Third, shall include ‘any shares of stock, ee

bonds, debentures, notes, mortgages or other

obligations and any certificates, receipts or other ne

instruments representing rights to receive, purchase

or subscribe for the same, or representing any other

rights or interests therein or in any property or

assets) created or used by any firm, association.

corporation or other governmental body, and while the

holder thereof to exercise all the rights, powers and

privileges in respect thereof, including the right to

vote, to the same extent as a natural person might or

could do.



(9) To enter into, make. perform and carry out

contracts of every kind and description, not

prohibited by law, with any person, firm, association,

corporation or governmental body; and to guarantee the

contracts or obligations. and the payment of interest |

or dividends or securities of any other person. firm,

association, corporation or governmental body.



(10) To lend its uninvested funds from time to

time to such extent, to such persons. firms,

associations, corporations or governments or

subdivisions, agencies or instrumentalities thereof,

and on such terms and on such security. if any, as the

Board o£ Directors of the Corporation may determine.

ARTICLES OF INCORPORATION ISLAND ROADS CORPORATION

Page 4



(11) To borrow noney for any of the purposes of

the Corveration, from time to time. and without

limitation as to amount: from time to time to issue

and s€ll its own securities in such amounts. on such

terms ahd conditions, for such purposes and for such

consideration, as may now be' or hereafter shall be

permitted ‘by the laws of the: Virgin Islands: and to

secure the same by mortgage Upon, or the pledge of, or

the conveyance or assignment in trust of, the whole or

in any part of the properties, assets, business and*

good will of the Corporation, then owned or thereafter

acquired.



(12) To acquire and undertake all or any part of

the business assets and liabilities of any person,

firm, association or corporation on such terms and

conditions as may be agreed upon, and to pay for the

Same in cash, property. or securities of the

Corporation, or otherwise, and to conduct the whole or

any part of any business thus acquired subject only to

the provisions of the laws of the Virgin Islands.



te (13) To merge into, merge into itself or

consolidate with, and to enter into agreements and

cooperative relations, not in contravention of law,

with any person, firm, association or corporation.



(14) To purchase, or otherwise acquire and te

hold, cancel, reissue, sell, exchange, transfer or

otherwise deal in its own securities from time to time

to such extent and upon such terms as shall be

permitted by the laws of the Virgin Islands; provided,

however. that shares of its own capital stock so

purchased or held shall not be directly or indirectly

voted: and provided further, however. that nothing

contained herein shall be construed as limiting the

Corporation's rights, pursuant to Title 12, Virgin

Islands Code, Section 223.



: .



, (15) To such extent as a4 corporation organized

under the laws of the Virgin Islands may now or

hereafter lawfully do. to do, either as principal or

agent and either alone or through subsidiaries or in

connection with other persons, Firms. associations or

corporations, all and everything necessary, suitable,

convenient or proper for, or in connection with, or

incident ta, the accomplishment of any of the purposes

or the attsinment of any one or more of the abjects

herein anumerated, or designed directly or indirectly

to promote the interests of the Corporation sr to

enhance the value of its

ARTICLES OF INCORPORATION ISLAND ROADS CORPORATION



Page 5



Properties; and in general to do any and all things

and &xercise any and all powers, rights and privileges

which a corporation may now or hereafter be organized

to do or to axercise under the laws of the Virgin

{slands.



The foregoing provisions of this Article Thira

shall be construed both as purposes and powers and

each as an independent purpose and power. The A

foregoing enumeration of specific purposes and powers

shall not be held to limit or restrict in any manner

the purposes and powers of the Corporation, and the

purposes and powers herein specified shall, except

when otherwise provided in this Article Third, be in

no wise limited or restricted by reference to, or

interference from, the terms of any provision of this

or any other Article of these Articles of

Incorporation.



Fourth: The total number of shares of all

classes of stock which the Corporation is authorized

to issue shall be as follows:



1000 shares of-cemmon stock at $10 par

value



There shall be no preferred stock



The minimum amount of capital with whicn the

Corporation will commence business is $1,000.



The designations and the powers. preferences,

and rights. and the qualifications. limitations or

restrictions thereof, of the classes, if more than one

class be herein authorized, of the stock of the

corporation which are fixed by the Articles of

Incorporation and any express grant of authority, te

the Board of Directors to fix by resolution or

resolutions the designations and the powers,

preferences and rights, and the qualificatiieons,

limitations and restrictions thereof, of the classe

if more than one class be herein authorized. of sta

of the Corporation which are not fixed by the Artic

of Incorporation are as follows:



s ’

a

1



k

es



The Resident Agent of the Corporation is JOSEPH J. MINGOLLA,



10-1-30 Estate Peterborg, St. Thomas, V.I.



.



——

ARTICLES OF INCORPORATION ISLAND ROADS CORPORATION

Page 6 5



~ Fifth: The names and places of

residences of each of the incorpeorators are as

follaws:



Joseph J. Mineslla II 10-1-30 Estate

Peterborg

St. Thomas

Virgin Islands

(P.O. Box 9820)



Jerry Hastert 37-16 Estate Pearl

St. Thomas.

Virgin Islands

(P.O. Box 3820}



Hans Loeffler Anduze Cottage Na. 2

Raphune Hill

(P.O. Box 575)

St. Thomas

Virgin Islands

ate Sixth: The Corporation is te have perpetual

existence.



Seventh: For the management of the business

and for the conduct of its affairs. and in further

creation, definition, limitation and régulation af the

Powers of the Corporation and of its directors and

stockholders it is further provided:



il) The mumber of directors sf the

Corporation shall be fixed by. or in the manner

provided by the By-laws, but in no case shall

the number be less than three. The directors

nééed not be stockholders. Meetings of the Board



\ of Directors may be held at such place or Places

within or without the Virgin Islands: as Shall be

specified in the respective notices thereof or

in the respective waivers of notice thereof

Signed by all the directors of the corporatian

4&4t the time in office.



(2) In furtherance and not in limitation

of the powers conferred by the laws of the

Virgin Islands. and subject at all times to the

provisions thereof. tne Boara sf Directors is

sxpressly authorized and empowered:

ARTICLES OF INCORPORATION ISLAND ROADS CORPORATION



Page 7 ‘



“ (a) To make, alter and repeal the By-laws of

the Corporation, subject toa the power of the

Steckholders to alter or repeal the Sy-laws made

by ‘the Board of Directors.



(b) To determine, from time to time, whether

and to what extent and at what timesand places

and under what conditions and regulations the

accounts and books and accounts of the ;

Corporation (other than the Stock ledger), or

any of them. shall be open to inspectian by the

stockholders: and no stockholder shall have ay

right to inspect any account or book ar document

of the Corporation, except aS conferred by the

laws of the Virgin Islands, unless and until

duly authorized to do so by resolution of the

Board of Directors.



(c) To authorize and issue obligations of the

Corporation, secured or unsecured, to include

therein such provisions as to redeemability,

convertibility or otherwise, as the board Oe

Directors in its sole discretion may determine,

and to authorize the mortgaging or pledging of.

and to authorize and cause to be executed

mortgages and liens upon, any property of the

Corporation, real or Personal, including after-

acquired property.



(d) To determine whether any, and, if any.

what part, of the net profits of the

Corporation or of its net assets in excess

of its capital shall te declared in

dividends and paid to the stockholders, and

to direct and determine the use and

disposition thereof .



(e) To set apart a reserve or reserves,

and to abolish any such reserve or

reserves, or to make such other provisions,

if any as the Board of Directors may deem

necessary or advisable, for working

capital, for additions. improvements and

betterments to plant and equipment, for

expansion of the business of the

Corporation (including the acquisition of

real and personal property for that

Purpose) and for any other purpose of the

Corporation.

——s



ARTICLES OF INCORPORATION



Page 8



(£3



ISLAND ROADS CORPORATION



To establish bonus, profit-sharing,

Pension. thrift and other types of

incentive. compensation or retirement plans

for the officers and employees (including

officers and employees who are also

directors) of the corporation and ta fix

the amount of profits to be distributed or

shared or contributed and the amounts of,

the Corporation's funds otherwise to be

devoted thereto. and to determine the

persons to participate in any such plans

and the amounts of their respective

participations.



(g) To issue, or grant options for the

Purchase of. shares of stock of the

Corporation to officers and employees

(including officers and employees who are

also directors) of the Corporation and its

subsidiaries for such consideration and on

such terms and, conditions as the Board of

Directors may from time to time determine.



(h) To enter into contracts for the

Management of the business of the

Corporation For terms not exceeding three

years.



(1) By resolution or resolutions passed by

& majority of the wnole Board, to designate

gne or or more committees. each committee

fo consist of two or more of the directors

of the Corporation, which to the extent

Provided in such resolution or resolutions

sr in the By-laws. shall have and may

=xercise the powers of the Board of

Directors (other than the power to remove

wr elect officers) in the management of the

business and affairs of the Corporation and

may have the power to authorize the seal oF

the Corporation to be affixed to all papers

Which may require it, such committee or

committees to have such name or names as

may be stated in the By-laws or as may be

determined from time to time by resolution

adopted by the Board of Directors.



.J) To @xercise all the powers of the

Lorporstion. except such as are conferred

bv law. or by these Articles sf

ARTICLES OF INCORPORATION ISLAND ROADS CORPORATION

Page 9



Incorporation or by the By-laws of the

corporation, upon the stockholders.



3. Any one or all of the directors may be

removed, with or without cause, at any time, by either

(a) the vote of the holders of a majority of the stock

of the Corporation issued and outstanding and entitled

to vote and present in person or by proxy at any

meeting of the stockholders called for the purpose, or

(6) an instrument or instruments in writing addressed

to the Board of Directors directing such removal and

Signed by the holders of a majority of the stock of

the Corporation issued and outstanding and entitled to

vote; and thereupon the term of each such director who

Shall be so removed shall terminate.



“- 4. No contract or other transaction between

the Corporation and any other corporation, whether or

not such other corporation is related to the

Corporation through the direct or indirect ownership

by such other corporation of a majority of the shares

ofthe capital stock of the Corporation or by the

Corporation of a majority of the shares of the capital

stock of such other corporation, and no other act of

the Corporation shall, in the absence of fraud, in any

way be affected or invalidated by the fact that any of

the directors of the Corporation are pecuniarily or

otherwise interested in, or are directors or officers

of, such other corporation or by the fact that such

other corporation is so related to the Corporation.

Any director of the Corporation individually, or any

firm or association of which any director may be a

member, may be a party to, or be be pecuniarily or

otherwise interested in, any contract or transaction

of the Corporation, provided that the fact that he

individually or such firm or association is so

interested shall be disclosed or shall have been known

to the Board of Directors or a majority of such

members thereof as shall be present at any meeting of

the Board of Directors at which action upon any such

contract or transaction shall be taken. Any director

of the Corporation who is also a director or officer

of such other corporation or who is so interested may

be counted in determining the existence of a quorum at

any meeting of the Board of Directors which shall

authorize any such contract or transaction, with like

force and effect as if he were not such director or

officer of such other corporation or not so

interested.

ARTICLES OF INCORPORATION ISLAND ROADS CORPORATION

Page 10



Ss. Each director and officer of the

Corporation (and each director or efficer of any other

corporation serving as such at the request of the

Corporation because of the corporation's interest in

such other corporation) whether or not then in office,

shall be indemnified by the Corporation against all

costs and expenses reasonably incurred by or imposed

upon him in connection with or arising out of any

action, suit or proceeding in which he may be involved

or to which he may be made a party by reason of his

being or having been a director or officer of the

Corporation or of such other corporation, except in

relation to matters as to which he Shall be finally

adjudged in any such action, suit or proceeding to be

liable for négligence or misconduct in the performance

of his duty as such director or officer. In case of

settlement of any such action, suit or proceeding such

director or officer shall be indemnified by the

Corporation against the cost and expense of such

settlement (including any amount paid to the

Corporation or to such other corporation) reasonably

incurred by him, after and only after (1) the ®e

Corporation shall have been advised by independent

counsel that such director or officer is not liable

for negligence or misconduct in the performance of his

duty as such director or officer in relation to the

matters covered by such action, suit, or proceeding

and that such cost and expense does not substantially

exceed the expense which might reasonably be incurred

by such director or officer in conducting such action,

Suit or proceeding to a final conclusion, or (2) the

holders of a majority of the shares of the capital

Stock of the Corporation issued -and sutstanding in the

hands of disinterested persons and entitled to vote

shail by vote at any annual meeting of the

stockhclders, or at any speciali meeting called for the

purpose. approve such settlement and the

indemnification of such director or officer of. the

cost and expense thereof. The phrase “disinterested

person" as used herein shall mean any person other

than (a) a director of officer wha at the time, is or

May, aS such director or officer, be entitled to

indemnification pursuant to the foregoing provisions,

(6) any corporation or organization of which any such

person owns of record or beneficially S percent or

more of the voting stock, (¢c) any firm or association

of which any such person is a member, and (d) any

spouse. child. parent, trether er sister of any such

Stockholder.

-——



ARTICLES OF INCORPORATION ISLAND ROADS CORPORATION



Page 11



The foregoing rights of indemnification shall

apply to the heirs, executors and administrators of

any such director of officer of the Corporation or of



any other such corporation, and shall not be exclusive



of any other rights to which any director of officer

for his heirs, executors or administratorsO may be

entitled under any provision of the By~laws of the

Corporation, any agreement or any vote of the -

Stockholders, or as a matter of law, or otherwise.



Eighth: The Corporation reserves the right ta

amend, alter or repeal any of the provisions of these

Articles of Incorporation and to add other provisions

authorized by the laws of the Virgin Islands at the

time in force in the manner at at the time prescribed

by said laws, and all rights, powers, and privileges

at any time conferred upon the Board of Directors

andthe stockholders are granted subject to the

provisions of this Article.



In witness whereof, we, the

undersigned, being all of*the incorporators

hereinabove named, DO HEREBY. CERTIFY that the facts

hereinabove stated are truly set forth and

accordingly, have hereunto set our respective hands

and seals at St. Thomas, Virgin Islands, this day

July 31, 1988. ~



golla I



Vouzet J.



Winey Patel

err me

“ 3



Hans Loeffler



Sc

ARTICLES OF INCORPORATION ISLAND ROADS CORPORATION

Page 12



TERRITORY OF THE VIRGIN ISLANDS)

)



DIVISION UF ST. THOMAS/ST. JOHN)



Ay

On this /3 day of sale 1988 before me,

& Notary Public, personally appeared 7



JOSEPH J. MINGOLLA II, JERRY HASTERT, HANS LOEFFLER



all of the incorporators who signed the foregoing

Articles of Incorporation, known to me personally to

be such, and they did each swear and acknowledge that

they executed and signed the same as their voluntary

act and deed and that the facts therein stated are



truly set forth.



In witness whereof, I have hereunto

set my hand and affixed my Oe seal the day and

year last above written.



fa

ae -—_—



Notary Public

CERTIFICATE OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

ISLAND ROADS CORPORATION



Pursuant to Title 13, Section 222 of the Virgin Islands Code,

the undersigned corporation adopts the following articles of



amendment to its articles of incorporation:



2 The name of the corporation is ISLAND ROADS CORPORATION.

2. The following amendment of the Articles of Incorporation

was adopted by the unanimous vote of the stockholders of the

corporation on April 14 , 1992, in a manner prescribed by Title 13,



Section 222 of the Virgin Islands: Code:



The Articles of Incorporation shall be"amended by striking out

all the Fourth article which now reads as follows:



"Fourth: The total number of shares of all classes of

stock which the Corporation is authorized to issue shall be as

follows:



1000 shares of common stock at $10 par value

There shall be no preferred stock



The minimum amount of capital with which the Corporation

will commence business is $1,000.



, The designations and the powers, preferences, and rights,

and the qualifications, limitations or restrictions thereof,

of the classes, if more than one class be herein authorized,

of the stock of the Corporation which are fixed by the

Articles of Incorporation and any express grant of authority

to the Board of Directors to fix by resolution or resolutions

the deSignations and the powers, preferences and rights, and

the qualifications, limitations and restrictions thereof of

the classes, if more than one class herein authorized, of

stock of the Corporation which are authorized by the Articles

of Incorporation are as follows:



The resident agent of the Corporation is JOSEPH J. MINGOLLA,

10-1-3- Estate Peterborg."

Island Roads Corporation

Certificate of Amendment

Page 2 of 3 Pages



and inserting in place thereof:



"Fourth: The aggregate number of shares which this

Corporation shall have authority to issue is Two Thousand

(2,000) shares, divided into One Thousand (1,000) shares of

common shares of the par value of Five Hundred Sixty Three and

80/100 ($563.80) Dollars and One Thousand (1,000) shares of

preferred shares of the par value of One Thousand ($1,000.00)

Dollars per share.



The new common shares shall be issued only in exchange

for the old common shares of the Corporation of the par value

of $10.00 each on the basis of the pro rata share of the

holder's actual capital contribution and only upon the

retirement of all the old common shares.



The preferred shares are issuable only upon the payment in

cash of the par value of each share or upon the cancellation

of all or part of an-abligation owed by the Corporation. .,,



The holders of preferred shares shall not be entitled Om

receive a dividend or interest before, and including, March

30, 1995. After March 30, 1995 the holders of preferred shares

shall, at their election, be entitled to receive out of the

surplus, and the Corporation shall be bound to pay, a

Quarterly dividend at the rate of ten (10%) per annum, payable

before any dividend shall be set apart or paid on the common

shares, or shall be entitled to redeem such preferred shares

at par on April 1, 1995, or on any dividend day thereafter.



In case of dissolution of the Corporation, before any

amount shall be paid to the holders of common shares, the

holders of preferred shares shall be entitled to be paid the

par value of their shares, but shall not participate in any

further distribution of the surplus assets of, the company.



At all meetings of the shareholders, each holder of new

common shares shall .be entitled to one vote for each share

held, and each holder of preferred shares shall be entitled to

one vcete for each share held."



’



3. The capital of this Corporation will not be reduced under



or by reason of the amendment herein.

Island Roads Corporation



Certificate of Amendment



Page 3 of 3 Pages



AML Zo



Dated: Maseeh



f



1992



ISLAND ROADS CORPORATION



afl T



mpson



Vice



resident



Vi



(Corporate Seal)



and:



(Sle



ik: Hendrickson



Secretary



——7



ACKNOWLEDGEMENT



Territory of the Virgin Islands



)



Division of St. Thomas & St. John



)



SS;



egoing instrument was acknowledged before me this 30 tt



day of f ee oe



21992 by John Thompson, Vice President, and Harry H.



Hendrickson,



Secretary,



of Island Roads Corporation,



a United



States Virgin Islands corporation, on behalf of the corporation.



<Q). Ore rena



~O



“Notary Public



My Commission Expires:



2-3-93



amend.art

GOVERNMENT OF



THE VIRGIN ISLANDS OF THE UNITED STATES

ws, c-820-92



CHARLOTTE AMALIE, ST. THOMAS



( a All On Mihom These Bresents Shalt Came: )



I, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that



ISLAND ROADS CORPORATION



of the Virgin Islands filed in my office on Spr tT y3 01992 as provided

for by law, Amended Articles of Incorporation, duly acknowledged;



WHEREFORE the said Amended Articles are hereby declared to have been



duly recorded in this Office on the daté aforesaid, and to be in full force and

effect from that date.



Witness my hand and the Seal of the Government

of the Virgin Islands of the United States, at Char-



lotte Amalie, St. Thomas, this 29th day of

June, A.D. 19 92



leutenant Governor for the Islands

Business Entity No. 960611



Government of

The United States Virgin Islands

-O-

Office of the Lieutenant Governor

Division of Corporations & Trademarks



CERTIFICATE OF GOOD STANDING



To Whom These Presents Shall Come:



I, the undersigned Lieutenant Governor the United States Virgin Islands, do hereby certify that ISLAND

ROADS CORPORATION has filed in the Office of the Lieutenant Governor the requisite annual reports

and statements as required by the Virgin Islands Code, and the Rules and Regulations of this Office. In

addition, the aforementioned entity has paid all applicable taxes and fees to date, and has a legal existence

not having been cancelled or dissolved as far as the records of my office show.



Wherefore, the aforementioned entity is duly formed under the laws of the Virgin Islands of the United

States, is duly authorized to transact business, and, is hereby declared to be in good standing as witnessed

by mv seal below. This certificate is valid through June 30th, 2021.



Entity Type: Domestic Profit Corporation

-Entity Status: In Good Standing

Registration Date: 05/16/2006

Jurisdiction: United States Virgin Islands, United States



Witness my hand and the seal of the Government of

the United States Virgin Islands, on this 5th day

of August, 2020.



i a 25

hig A. Kee na

Tregenza A. Roach



Lieutenant Governor

United States Virgin Islands

YOUR R=F: ISLAND ROADS CORPORATION TELEPHONE: (340) 775-5704



6501 RED HOOK PLAZA FACSIMILE: (340) 775-5663

OUR REF: SUITE 201



ST. THOMAS

DATE: VI 00802-1306



RESOLUTION OF BOARD OF DIRECTORS

OF

ISLAND ROADS CORPORATION



The undersigned being a quorum of the Directors of ISLAND ROADS CORPORATION (“the

Company”), a corporation organized under laws of the United States Virgin Islands, do hereby

consent, in lieu of a meeting, to the adoption of the following resolution as January 1, 2021.



RESOLVED, that this Company be, and hereby is. authorized

by and solely through its President, Andrew Smith, to execute

and deliver any and all documents of every kind on behalf of

and in the name o f this Company; and it is



RESOLVED FURTHER, that Robert Smith is hereby



authorized and empowered to become a board member

of the company with the title of Vice President.



We



Andrew Smith, Director



Gi?



Horace E. Hendrickson (a.k.a. Harry) , Director



Dated: January 1, 2021