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. Department of Property &
Procurement, on bchalf of the 7irgin Islands Department of Education (hreinaftcr rctirred to
as “Government”) and Tempaire International, Inc. (hereinafter referred to as “Contractor”).
WITNESSETH:
WHEREAS, the Government is in ticed of a contractor to furnish all labor, materials and
equipment necessary for the Replacement of the Freezer Box at the Laga Building for the
Virgin Islands Department of Education on St. Thomas, Virgin Islands in strict accordance
with the plans and specifications (incorporated by reference and made a part of this contract).
which duties and responsibilities are more particularly described in Addendum!, (Scope of Work
.
Addendum 11 (General Provisions and V arranties together with the additional General Provisions
— (‘onstructiun), Addendum III (Termination of Contracts), and Addendum 1l’((’ompensatiou)
attached hereto: and
WhEREAS, the (‘ontractor represents that it is willing and capable of providing such
services
NOW THEREl-()RF’, in consideration ot the mutual covenants herein contained, and
intending to he legally bound by this written instrument, the parties hereto do covenant and agree
as follows:
I.
SERVICES
The (ontractor will provide the services described more particularly in Addendum I (Scope
of Work) incorporated herein by reference and made a part of this coiistruction contract.
2.
TERM
This ( ‘ontract shall commence upon execution by the Commissioner of the [)epartrnent of
Property and Procurement and shall temiinate within one hundred twenty (120) calendar days
from 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 of the services described in
Addendum I. agrees to pay the Contractor the sum of’ Two Hundred Forty Thousand Nine
Hundred FIfty Dollars and Zero Cents (S240,959.00) in accordance with th provisions set forth
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in Addendum IV (Compensation). attached hereto is hereby incorporated by reference and made
a part of this contract.
4.
lIQUIDATED DAMAGES
It is hereby expressly agreed by the parties hereto that in the event the Contractor has not
completed the scope of work under the term set forth in Paragraph 2 hereof. One Hundred Dollars
($100.00) fir each calendar day or portion thereof’ shall he due the Government. The liquidated
damages shall first be deducted from any contract monies due, hut not yet paid to the extent
available.
5.
RIX’oRl)S
The Contractor Will
documented, precise records of time and’or money expended
tinder this Contract.
6.
PROFESSIONAL STANDARDS
The (‘ontractor agrees to maintain the professional standards applichle to its profession
and to (‘ontraciors doing business in the United States Virgin Islands.
7.
DoCUMENTS. PRINTOUTS. ETC.
(‘ertitied copies of all documents, hooks, records. instructional materials, programs.
printouts and memoranda of every description derived therefrom and pertaining to this (‘ontract
shall become the property of the Government arid shall he turned over to it at the termination of
this (‘ontract. or at the Government’s request. during the life of the contract.
I’he above—described
materials shall not be used by Contractor or by any other person or entity except upon the written
perm tssioii of the Government
8.
LIABILfl’Y OF OTHERS
Nothing in this Contract shall be construed to impose any liability upon Government to
persons.
firms. associations, or corporations engaged
by (‘ontractor as
servants,
agents.
independent contractors, or in any other capacity whatsoever, or make the Government liable to
arty such persons. flims, associations or corporations for the acts, omissions, responsibilities.
obligations
and
taxes of Contractor of whatsoever nature,
including
but
not
limited to
unemployment
insurance, gross receipt. excise, and social security taxes for Contractor. its
servants, agents or independent contractors.
I
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.
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10.
INDEMNIFICATION
Contractor agrees to indemnii’, defcnd, and hold harmless the Government from and
against any and all loss, damage, liability, claims, demands, detriments, cost, charges and expenses
(including attorney’s fIes) and causes of action of whatsoever character which thc 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 trom any cause, except the sole
negligence of Government.
I I. INDEPENDENT CONTRACTOR
The (‘onractor shall perform this (‘ontract as an independent contractcr and nothing herein
contained shall be construed Co be incoitsistent with this relationship or status.
12. GOVFHING LAW
This Contract shall be governed by the laws o
the United States Virgin Islands and
jurisdiction and venue are exclusive in the United States Virgin Islands,
13. WAIVERS AND AMENDMENTS
No waiver, moditication, or amendment of any term, condition or prov:sion of this (‘ontract
shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their
duly authorized representatives, and specifying with particularity the naturu and extent of such
waiver, modi hcation. or amendment.
Any such waiver, modification, or amendment iii any
instances shall in no e em be construed to be a general waiver, modification, or amendment of any
of’ the terms, conditions, or provisions of’ this C’ontract. hut the same shall hu strictly limited and
restricted to the extent and occasion specified in such signed writing or writings.
14. ENTIRE AGREENIENT
This agreement constitutes the entire agreement of the parties relating to the subject matter
addressed in this agreement. This agreement supersedes all prior eommuniuations. contracts, or
agreements between the parties with respect to the subject mailer addressed iii this Agreement.
whether written or oral.
15. RIGHT TO WITIIHOLD
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 payrn:nt 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.
Tne (iovenlment will
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immediately notify the (‘ontractor in writing in the event that it elects to exercise its right to
withhold
16.
CONDITION PRECEDENT
This Contract shall he subject to the availability and appropriation of funds and to the
approval of the Commissioner ot’ ihe Department of’ Property and Procurement.
17.
TERMINATION
Either Party will have the right to terminate this contract with cause on ten (10) (lays written
notice
tO the other party specifying the date of termination. The attached “Addendum lii
-
Termination of Contracts for the Convenience of the Government” is hereby folly incorporated
herein by reference and is made a pail of this agreement
IX. PARTIAL. TERMINATION
The performance ot’ work under this contract may be tenmuated by the Government in part.
whenever the Government shall deem such termination advisable by providing ten
i 10) days
written notice to the Contractor.
This partial termination shall he effected by deliveriiig to the
Contractor a Notice of Partial rermination specifying the extent to which the term andJor duties
under this contract are terminated and the date UOfl which such termination becomes effective.
‘[he Contractor shall be entitled to receive pa
Tnent for services provided to the (late of termination,
including payment for the period of the ten (I 0) days’ notice
19.
NON-I)ISCRIMINATION
No person shall he excluded from participating in, he denied the proceeds ot or he subject
to discrimination in the performance of this Contract on account ol’race. cre4lcclor, sex, religion.
disahilit or national origin.
20.
(‘ONFI iCT OF INTEREST
(a) Contractor covenants that it has no interest and will not acquire ary interest, direct or
indirect, which would conflict
iii any manner or degree with the performance of
sei ices required to perform under this Contract.
(b)
(‘ontractor further covenants that it is:
I ) not a territorial officer or employee (i.e., the Governor. Lieutenant Governor.
member of the Legislature or any other elected territorial official, or an officer or
employee of the legislative, executive, or judicial branch of the Government or any
agency. board. commission, or independent instrumentality of the Government.
whether compensated on a salary. fee or contractual basis): or
(2)
a territorial officer or employee and, as such, has:
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(i)
fanuliari7cd itself with the provisions of Title 3. Chapter 37, Virgin
Islands Code, pertaining to con fhcts of interest, including the penalties
provisions set forth in section
I I 0 thcrcoi
(ii)
not made, negotiated or influenced this contact,
in
its ot’ficial
capacity: and
(in)
no financial interest in the contract as that term is defined in section
I 01
.
I ) of’ said Code chapter.
21.
EFFECTIVE DATE
The effective date of this Contract is upon the execution by the Commissioner of the
I )epartment of Property and Procurement.
22.
NOTICE
Any notice required to be given by the temis of this Contract shall be deemed to have been
given when the same is sent by certified mail, postage prepaid or personally .ieIivered. addressed
to the parties as follows
GOVERNMENT
CONTRACTOR
23.
LICENSURE
Anthony D. Thomas
(‘omrn i SSioner
[)epartment of Property and Procurement
8201 Sub Base. Suite 4
St Thomas USVI 00802
kacquel Reny-Benjamin
C’omrn issinner
Virgin Islands [)epartment of Educatior
I 834 Kongens Gade
St Thomas U.S Virgin Islands 00802
Joseph Kelly
President
Tempaire international, Inc.
P. 0. Box 3fl4Q2
St. Thomas U.S Virgin Islands 00803
The Contractor covenants that it has:
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a.
obtamed all of the applicable licenses or permits, temporary or otherwise, as
required by Title 27 of the Virgin Islands (‘ode: and
b.
familiarized itself with the applicable provisions of Title 27 of the Virgin Islands
Code pertaining to professions and occupations.
24.
CONTRACTORS REPRESENTATIONS
The Contractor agrees that it is fully informed regarding all the conditions affecting
the work to be done and labor and materials to be furnished for the eomplcon of the Contract,
and that it has been engaged in and now does such work and represents that it is fully equipped.
competent, and capable of performing the work and is ready and willing to perform such work.
The Contractor agrees further to begin work not later than the date indicated on the
turmal Notice to Proceed and complete the work within the tiumber of days specified in the
proposal or as extended in accordance with the General Provisions of the Contract.
The Work shall he (tone under the direct supervision of the Government, and in accordance
with the laws of the Government and it Rules and Regulations thereunder issued and any and all
applicable federal rules and regulations.
The parties hereto agree that this contract shall, in all
instances, be governed by the Laws of the Government of the Virgin Islands.
25.
VAkRAiV OF NON-SOLICITATION
The (‘ortiractor 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 he obtained upon compensation
in any way. contingent, in whole o
in part, upon such
procurement, and that it nor its officers. agents or employees has not paid, or promised or agreed
to pay to any person, in consideration of such procurement. or in compensation for services in
connection therewith, any brokerage. conimission. or percentage upon the amount receivable by
him hereunder: and that it nor its officers. agents ot’ employees has not. in estimating the contract
price demanded by it included any sum by reason of such brokerage, commission or percentage;
and that ill moiiies payable to it hereunder are free front obligation to any other person for services
rendered, or supposed to have been rendered, in the procurement of this contract.
Breach of’ the warranty shall give the Government the right to terminate this Contract, or
in its discretion. to deduct from the contract price or consideration the amount of’such commission,
percentage. brokerage or cont ingenti fees
26.
FALSE CLAIMS
(‘ontraetor warrants that it shall not, with respect to this Contract, make or present any
claim upon or against the (iovernrnent ot’ the Virgin Islands. or any officer. department, board,
commission, or other agency thereof, knowing such claim to be false, fictitious or fraudulent.
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Contractor acknowledges that making such a false. fictitious, or fraudulent claim is an offense
under Virgin Islands law.
27.
DEBARMENT CERTIFICATION
By execution of this contract, the Contractor certifies that it is eligible to receive contract
awards using federally appropriated funds and that
i
has not been suspended or debarred from
entering into contracts with any federal agency.
The Contractor shall include this provision in
each of its suhcontracts hereunder and shall furnish its subcontractors with tlc current “1 1ST 1W
PARTIES EXCLUDED FROM FEDERAl. PROCUREMENT OR NON PROCUREMENT.” In
the event the Contractor or any subcontractor misrepresents itS eligibility to receive contract
awards using federal funds, the Contractor or subcontractor agrees that it shall not be entitled to
payment tbr any work performed under this contract or any subcontract and that the Contractor or
subcontractor shall promptly reimburse the (iovernrnent of the Virgin Islands for aiw progress
payments heretofore made.
28.
OTHER PROVISIONS
Addendum
I (Scope of Work), Addendum II (General Provisions and Warranties).
Addendum III (Termination ut (‘ontracts), and Addendum LV (Compensation) attached hereto
are hereby lncorpordted by reference and made a part of this contract.
29.
INSURANCE
(‘ontractor shall maintain the following insurance coverages during the term of’ this Contract
(a)
COMMERCIAl. GENERAl. I lABll.lTY Commercial general liability insurance, in a
form acceptable to the Government. on a “per occurrence” basis with a minimum limit
of not less than one million dollars (S I .000.000.00) for any one person per occurrence
for death or personal injury and one million dollars ($1,000,000.00) for any one
occurrence for property damage. Insurance policy(ies) shall name the Government of the
Virgin Islands as the certificate holder and additional insured via an endorsement
(b)
WORKERS’ COMPENSATION; (‘ontractor shall supply 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 tinder the contract
for 100% of the Contract price; and
(b) A payment bond to assure payment to all persons supplying labor and material in the
execution of the work provided for in the contract for 100% of the (‘ontract price; or
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Assistant Attorney General