CONSTRUCTION CONTRACT
THIS AGREEMENT is made this
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day of
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:‘ 2Q_,
in the TelTitory ofthe Virgin‘Islands, by and between the Government of the Virgin
Islands through its Department of Property & Prouremet (hereinafter referred to
as “Government’) on behalf of the Virgin Islands National Guard, Office of the
Adjutant General and Simcon Cobb d/b/a A-Z General Contractors (hereinafter
referred. to as “Contractor”)
WITNESSETJI:
WHEREAS, .the Government i’s i need of a cOntractor to furnish all labor,
materials, equipment. and supervision necessary for the. installation of Eyewash
:an:d Shower Safety S.tations”at the Field and Combined Support Maitenance
Shops at the Virgin !slandS National Guard., St. Croix, U.S. Virgin Islands in
strict acordance with, the plans and specications (incorporated by referene• and
made a part ofthis contract), which dutes ‘and. responsibi1ities are mOre particularly
described inAddeizdurn 4 (Scope of Work, Addendum II (General Provisions: and
Warranties together with the additional ‘General ProvisiOns
Construction),
4ddesdam. III (Termination o.f Contracts), :and Addendum’ IV Compensation)
attached hereto;
WHEREAS, the Contractor represents that it is willing and capable of
providing such’‘services.; and
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WHEREAS, the Contractor was. selected in accordance with 31 V.LC.
§239(a) 3);
NOW THEREFORE1 in consideration of the mutual covenants herein
contained, and. intending to be. legally bound by this written instrument, the parties
hereto do covenant and agree as follows:
1.. SERVICE$
The Contractor will provide the :sewi(Des describe, more particularly in
Addendum I (Scopeof Work) incørporatcd herein by.reference.and. made a part of
this costrtction..contract.
2. TERM
This Contract shall commence upon execution by the Commissioner of the
Department of: Property and Ptocuremênt and shall tetminãte within sixt’ (60)
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 sçrvices.
described in Addendum I, agrees to pay the Contractor “the sum of Twenty-Four
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Thousand Fcur Hundred Fifty Dollars and Zero Cents ($24,450.00) in
accordance with the.provisions, set forth in Addendum IV (Compensation), attached
hereto is. hereby incorporated by ref’èrence..and’made’a part of this contract.
4. LIQUIDATED DAMAGES
ft is hereby expressly agreed by the parties hereto that in the event the
Contractorhas not completed the scope ofwork urdertheterm set forth in Paragraph
.2 hereof, ThirtV Dollars and Zero Cents ($30.00) for each calendar day”or portion
thereofshall beduethe Government. The liquidated damages shall first be deducted
from any contract monies due, but ricit yet paid to the extent available.
5. RECORDS
The Contractor will present .docuri,ented, precise records of time: and/or
money epena under’thisConiracl.
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
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pertaining to this Contract shah bcoine’the property of the Government and shall
be turned over to it at the térm,iation of this ‘Contract, or at the Goyernrnent?s
request, during the life of the contract. The’ above-described materials shall riot be
used by Conttactor oi by any other person or entity exce.p 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
eryantS, agents, indepenent contractors, or in any other capacity whatsoever, or
rnakethe Government liable,to. any’ such persons,
associations or corporations
for the acts, onis.ions, responsibilities, obligations and taxes o
Contractor of
whatsoever naiire, inoludhig but not limited to unemployment insurance and social
security taxes for Contractor, its servants, gents’ or independent.contractors.
9. ASSIGNMENT
The Contractor shall not subcontract or assign any part of the sçrvices
under thi.s contract without the, prior ‘ritten approval of the ‘Government.
1.0.
iNDEM1IFICATION
Contractor agrees to indemnify, defend, and hold har, less ‘the Goyernment
from and against any and all loss, damage, liability, claims, demands, detriments,
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cost, charges and expenses (including attorney’s fees) and causes of aQtion of
whatsoever character which the Government.may incur,, sustain or be:subjected to,
arising-out of or in .any’way’.c.onnected to the srv1ces to be performed by Coiltractor
‘under this ‘Contiäct and arising .fron 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 consttued to be i,ncpnisteñt with this.relationship
or status,
.12.
GOVERNING LAW
This Contract shall, be governed by the laws. of the’ United States Virgin
IslafldS aridjurisdiction and.venue are exclusive in the.United’States Virgin 1sland.
.13.
WAIVERS. AND AMENDMENTS:
No, waiver, modification, or amendment of any term,. condition or provision
ofthis Conttactshall be valid or of any’ force or effect unless.:rnade in writing, signed
by the parties. hereto or their duly authorized representatives, and specifying with
particularity the nature’and extent ofsuch waiver, modificatiOn, or amendment. Any
such waiver, modification, or aiiiendmØnt in any instances shall in no ‘event be
construed to be a geheral waiver, modification’, or amendment of any of the terms,
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conditions, or provisions ofthis Contract, &ut 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, côntraöts, or ‘agreements between the parties with:respeet to the
subject matter addressed in this Agreement, whether written or ‘oral.
15.
RIGHT TO WITHHOLD
If work under this Contract is not perfàrmed ‘in accordance with th& terms,
hereof, Government will have the right to withhold’ out of ‘any payment due to
Contittor, such sums as the Gçyernment may deem ample to protect it:against loss:
or to assure payment ofclaims arising therefrom, and, at its option, the Government
may apply such sums in such manner as the:Government my ‘deemproper to secute
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 Withhol’4.
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 nd
Procurçment,
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TERMINATION
Either Party Will have the tight to terrnjnate this. contract with cause on. ten
(10) days written notice to the other party specit5’ing the date of termination. The
attached “Addendum IJI—Temilnation of
the Convenience of the
Government” is hereby fiffly’incorporated herein by reference and is made a part of
this agreement
ig.
PARTIAL TERMINATION
The, performance of work under this cohtradt may be terminated by the
Government hi. part, whenevei tho Govern”ent shall deem such termination
advisable. This partial tenilination shall be. effected by delivering to the Contractor
a Notice.ofPartial Termination specif’ing the extent to whieh the term and/or duties
under this contract are terminated and the date,upon which such tenninatión becomes
effective. TheContractor shall be entitled’to receivepayment for services prbvi4ed
to the date of termination,, including payment for tho period of the ten (1.0) days’
notice.
1..
NON])ISCRiMTNATffiN
No person shall be excluded from participating:in, be denied theproceeds of;
or be subject to. discrimination in the performance of this Contact. oh account of
race, creed, color, sex, religion, disability or national origin.
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2O.
CONFLICT OF iNTEREST
(a)
Contractor covenants that it has no interest and will not acquire any ipterest,
direct or indirect, which would conifict iti. ny manner or degree with the
performance of services..required to perform under this Contract
(b) Contractor further covenants that it is::
(1) not a .ten’itorial officer, or employep (i.e., the: Qvçrnói;. 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, boards ‘commission4
Or
ihdeendent
‘instrumentalit’
of
the
Government,
whether
compensated on a salary, fee or contractual basis); or
(2) a territorial officer or employee aid, as such, has:
(1)
familiarized itselfwith the provisions ofTitle3, Chpta 37,
Virgin Islands Code, pertaining to conflicts of interest,
including the penalties provisions set forth in section l.iO8
thereof;
(il)
not made, .negotiated or influence4 this comet, in its
official capacity;
(iii)
no financial interest in the contract as that term i’ defined in
section 1101, (1) of said Code chapter.
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21.
EFFECT
E.DATE
‘The effectivedate ofthis. Contract shall betheday ófexecution ofthe Contract
by the Commissioner of the Department of.Property and Procurement.
22.
NOTICE
Any noti.ce.required to be giveb by the :tms ofthis Cotraet shall be deemed
to have: been given when the same is. sent by .certifled mail, postage prepaid. or
personally delivered, addressed to the parties as folléws;
GOVERNMENT
Anthony D. Thomas
Commissioner
Department of Property .an4 Procurement
8201 SUb Base, Suite 4
St. Thomas, VI 00802
BG (VI) Kadjo S. Knox-Limbacker
The Adjutant General
Office of‘the Adjutant General
Virgin Islands National Guard
RRI Box 9201
Kingshfll, VI 00802
CONTRACTOR
Simeon Cobb
Owner
Simeon. Cobb dlb/a A-Z General Contractors
P.O.. Box 20.81
Frederiksted, VI 00841
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LICtNSURE
The Contractor covenants’that.it has:
a.
obtained all of the applicable licenses. ot permits, temporary or
otherwis as required by Title 27 ofthe Virgin Islands Code;’and
b.
familiarized itself with the applicable provisions of Title ‘27 of the
Virgin Islands Code pertaining to professions and occupations
4.
CONTRACTOR’S REPRESENTATIONS
‘The Contractor ‘agrees that it is ‘filly informed regarding all the conditions
‘affecting, the work to be done and labor’’d materials to be thrnished for the
completion ofthe Contract, and that it has been engaged in and now’4oes such work
and represents that it is fully equipped, competent, and capable of’performing the.
work and’is ready and willing to perform such worlc
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 extçnded in accordance with the General
Previsions ofthe Contract.
The Work shall bet done un4er the direct supervision o the Goyernment, 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 Governnientofthe‘Vfrgin.Islands.
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25.
WARRANTYOF NON-SOLICITATION
The: Contractor expressly’warrants that it nor its.:offic&s, agents or employees
has.ernployed.no person to solicit or:obtain this contract.on its behalf or to cause or
procure the:sameto be obtained upon compensation ip’any way, contingerit,.in whólç
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. compensation for
servipes in ‘connection therewith,. any brokerage, commissjon, or percentage upon
the amount receivable by it hereunder; and that it ‘nor: its officers, agents or
employees has not, in estimating the contractprice demanded by it inóLuded any sum’
by reason ‘ofsuch brokerage, commission or percentage; andthatall monies payable
to him hereunder ‘are free from obligation to any other person for services rendered,
or supposed to have.’been rendered, in the procurement ofthis contract.
Breach of the waganty shafl give the Government the.ñghtto’terminate’this
Contract or in’.its discretion,’to. deduct.from the contract price or consideration the
amount of such ‘comrnissjon, percentage, brokerage or contingent fce,
26.
FALSE CLAiMS
COntraëtor warrantsthat 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, .cornmision., or other agency thereof, knowing such
claim tobe fêlse, .flctitious or fraudulent Contractor acknowledges that making suäb
a.false,. fictitious,, or fraudulent claim is an offense underVirgin Islands law..
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27.
DEBARMENT CERTIHCATIC)N
By execution of this contract, the Contractor Oçrtifies that it is eligible to
receive contract awards using federally appropriated.funds and that it has notbeen
suspended or debarred from entering into contracts with any federal agency. Thc
Contractor shall includethis proyision.in. each ofits subeontracts hereunder and shall
furnishits subcontractors with the current“LISTOF PARTTES EXCLUDED FROM
FEDERAL PROCUREMENT OR NON-PROCUREMENT;”
In the event the
Contractot or :afly subcontractor misrepresenïts 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 perfornwdun4er this contract or anysühcnttact
and that the Contractor or subcontractor shall promptly reirnburae the Government
ofthe Virgin Islands fOr any progress payments heretofore made
28.
INSURANCE.
Contractor shall maintain the following insurance cover’agps during the term
of this Contract:
(a.)
COMMERCIAL GENERAL LIABILITY: Commercial general
liability insurance, in a form acceptable to the Governmeht, p aUper ocqurrence”
basis with a minimum limit of not less than ohe 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) fdr any one occur ence for property damage. Inurance pOlicy(ies)
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shall name the Government of the. Virgin Wands as the certificate holder and.
:additional insured via an endorsement
WORKERS’
COMPENSATION:
Contractor
shall
supply
current coverage under the Government Insurance Fund, or” other form ofcOverage.
29.
OTHER PROVISIONS
Addedurn II (General Provisions and Warranties) and Addendum lU
(Termination ofContrzcts)attached hereto are hereby’ inc’oiporate’d by reference and
rnade’a part ofthis confrat.
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IN 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 ofProperty and Procurement
_______________
Date
,
.,
A
HG tVf Kodjo S. Knox-Limbacker
_________________
The Adjutant General
Virgin Islands National Guard
CONTRACTOR
Date:______
Simeon Cobb, Owner
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Simeon Cobb d/b/a A-Z General Contractors
(Corporate seat fConfractor is a corporation)
APPROVED AS TO LEGAL SUFFICIENCY
AT THE DEPARTMENT OF JUSTICE BY:
Date
6/9/2020
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6/9/2020