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GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES pecs | ees DEPARTMENT OF PROPERTY AND PROCUREMENT SUPPLY CONTRACT ee iene This AGREEMENT made this | y | day of seaaea, 2919 for the Exterminating Services for the Department of Human Services (DHS) for the District of St._ “GOVERNMENT”, and Oliver Exterminating of St. St. Croix, Inc. (an individual[ ]), (a partnership[ ]), Goint venture[ ]),(a corporation [ X ]), (incorporated in the state of [ X ]) (Territory of St. Croix, United States Virgin Islands), doing business as Oliver Exterminating of St. Croix, Inc. whose address is P.O. Box 787, Christiansted, St. Croix USVI_00821 hereinafter called the “CONTRACTOR”, Witnesseth: For, and in consideration of the acceptance of the Contractor’s proposal, under Invitation for Bids No. IFB014DHSC19 (S) opened on March 15, 2019 and the award of this contract to the Contractor, notification hereof having been made to the Contractor on May 28, 2019 and, in further consideration of the covenants and agreements of the parties herein contained, to be well and truly observed and faithfully kept by them, and each of them, it is mutually agreed between the parties as follows: SECTION 1. That for and in consideration of the price or prices and agreement in this proposal hereto attached and made a part of this Contract, the said Contractor agrees to furnish and deliver any or all of the services described in the said Invitation for Bids No. IFB014DHSC19 (S) and the Scope of Work (Addendum I) at the price or prices stated therein and in strict accordance with the conditions of said accepted proposal. The Advertisement, Invitation for Bids, General Provisions (Addendum III), Termination of Contracts (Addendum IV), any Supplemental Provisions and Specifications and the Purchase Order, including any change thereof, are all part and parcel of this Contract and are by this reference, incorporated in this Contract as fully and effectively as if set forth in detail herein. SECTION 2. The Government, for and in consideration of the full and true performance of the work by the Contractor, agrees to pay the price or prices set forth in the attached Invitation for Bids and the line items as indicated in Compensation (Addendum II), in lawful money of the United States, and the payment shall be made at the time and in the manner set forth in the Invitation for Bids and the General Provisions. SECTION 3. This Contract shall commence on June 10, 2019 and shall terminate on June 9, 2020, unless mutually extended or terminated by the parties. The services under this contract shall be for a period of One (1) year with a renewal option for a period of One (1) year. No alterations or variations of the terms of the proposal shall be valid or binding upon the Government unless made in writing and approved by the Government. $022DHSC19 (OE) 1 Initials¢/ i, SECTION 4. This Contract will remain in force for the full period specified and services of termination shall be satisfactorily. delivered and. accepted and/or until all terms and conditions have been ‘met, unless: (a) terminated prior to expiration by satisfactory delivery against.orders of entire quantities. contracted for; or . (b} extended upon written authorization of the Government and accepted by the Contractor; to permit ordering of unordered balances or additional quantities at contract price or prices and in accordance with the contract terms. SECTION 5. Failure. of the Contractor to deliver within the time specified, or within a reasonable time as interpreted by the Government, or failure.to make replacement of rejected services ‘when. ‘so. requested, immediately or as directed by the Government, will constitute authority for the Government to purchase in the open market to replace the commodities rejected or not delivered. The Government reserves the right to authorize immediate purchases:in the open market against rejections on this contract when necessary. On all such purchases, the Contractor agrees promptly to reimburse the Government for excess costs occasioned by such purchases. Such purchases will be deducted from contract quantities. However, should public necessity demand it, the Government reserves the right to use or consume commodities delivered which are substandard in quality, subject to an adjustment. in price to be determined by the Government. SECTION 6. By execution of this contract, the Contractor certifies that it is eligible to receive contracts awarded using federally appropriated funds: and that it has not been suspended or debarred from entering into contracts with any federal agency. The Contractor shall include this provision in each of its subcontracts hereunder and shall furnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM. FEDERAL PROCUREMENT OR NON PROCUREMENT.” In the event the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor agrees that it shall not be entitled to payment for any work performed under this contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. SECTION 7. Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, or any officer, department, board, cominission, or other agency thereof, knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that: making such a false, fictitious, or fraudulent claim is an offense under Virgin Islands law. SECTION 8. Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds. Contractor warrants that it shall not, with respect to this-Contract, make or present any claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. $022DHSC19 (OF) 2 Initials YY This Contract shall become effective immediately upon and as of the day of signature by the Parties hereto. IN WITNESS WHEREOF, the parties to these presents have executed this CONTRACT in eleven (11) counterparts, each of which shall be deemed an original, in the year and day mentioned in the first paragraph. Witnesses: GOVERNMENT OF THE VIRGIN ISLANDS Dd CL C02. t ee By: Anthony Pp. Thomas Date ‘ld... Commissioner Designee Voces Department of Property and Procurement Witnesses: CONTRACTOR Wd 2 (- (G . i ee ie ee ee ee es By: Eldon Providence Date Manager Crewe. eee es ee ee: ee ey Oliver Exterminating of St. Croix, Inc. (Corporate seal, if Contractor is a corporation) eee ere rr S022DHSC19 (OE) Initials a ADDENDUM | SCOPE OF WORK The Division of Family Assistance (DFA) is requesting exterminating services for it building located at 4102 mars Hill, Frederiksted, VI. The building is 30,000 square feet, and include: ® 30 offices e 20 bathrooms e 2main lobbies ® 1lounge area ¢ 2kitchenettes @ 3 main work floors Total of 35 cubicles and 1 video conference room > The Division is requesting exterminating services once a month to be performed on Saturdays > The Division will ensure access to the internal and external areas of the building that is being treated > The exterminating company is expected to provide all supplies and equipment to complete the. tasks MONTHLY TASK ASSIGNMENT: External Provide and Monitor bait houses on exterior of building for rats and other pest contro! internal Spray offices, bathrooms, main lobbies, lounge, kitchenettes, main work floors, video: conference room and along all internal perimeters of the building S022DHSC19 (OE), 4 Initials 277 STANDARD FORM NO.'P & P-GP-15~ 73 APPROVED: 3-26-73 COMM. OF PROP. & PROC, REVISED: 3-13-68 GENERAL PROVISIONS (SUPPLY CONTRACT) 1, DEFINITIONS As Used throughout this contract, the following.terms shal] have the.meaning set forth below: The term “Contracting: Officer” means the Commissioner of the: Department. of. Property & Procurement; and the term includes, except as. otherwise provided in the. contract, the authorized representative of the Contracting. Officer acting within the limits of his authority. 2. CHANGES. The Contracting Officer may at any time, by a written order, and without. notice to the sureties, make changes, within the general scope: of this contract,.in anyone or more of the. following: (i) Drawings, desigris; or specifications where the ‘supplies to be furnished are to. be specially manufactured for the Government in accordance therewith; (ii) method. of shipment or packing; and (iii) place of delivery. If any such change causes: an increase or decrease in the cost of, or the time required for, the performance of any part of the- work under this contract, whether changed or not changed by any such order, an equitable adjustment shall be. made -in the contract’ price or delivery schedule, or both, and the contract sliall be modified .in writing accordingly..Any claim by the contractor for adjustment under this clause. must be asserted within 30 days from the date of receipt by the Contractor’ of the notification of ‘change: Provided, however; That the: Contracting Officer, if he decides that the facts justify such action, may réceive and act upon any such claim asserted. at-any time priot to final payment under:this contract. Where the cost of property made obsolete or excess as a result of a.change is included in the Contractor's claim for adjustment, the. Contracting, Officer shall have the: right to prescribe the. manner:-of disposition. of such: property, Failure to agree to any adjustment shall be-a dispute concerning a question of fact within the meaning: of the clause-of this contract entitled "Disputes." However, nothing. in this clause shall excuse the Contractor from proceeding with the contract as changed. 3. EXTRAS Except as otherwise provided in this contract, no. payment for extras sliall be made unless such extras-and the.price thereof’ have been-authorized in writing by the:Contracting-Officer. 4, VARIATION IN QUALITY No variation in the quantity of any item called for by ‘this contract will be accepted unless ‘such variation has been caused by conditions of loading, shipping, packing or: allowances in tanufacturing processes, and then only to the extent, if any, specify elsewhere in this contract. ‘$022DHSC19 (OE). 5. INSPECTION {a} All Supplies (which. term. throughout this clause inctudés without limitation raw miatetials, components, intermediate assemblies, and.end products) shall be subject-to ‘inspection and test by the. Government, to the extent practicable at all times and places including the. period: of manufacture.and in any event prior to acceptance, (b). In case any supplies or lots‘of supplies are: defective-in material. or workmanship or otherwise not. in conformity with the requirements.of this contract, the.Government shall have the right either to reject: them (with or without instructions as to their disposition) or to require their. correction. Supplies or lots of supplies which have been rejected or required to be corrected shall be removed or, if permitted or required by the Contracting ‘Officer; corrected in place by and ‘at the expense of the Contractor promptly after notice, shall not thereafter be tendered for acceptance imless the former réjection or requirement. of correction is disclosed. If the Contractor fails. promptly to remove’ such supplies or lots of supplies which are required to be removed, or promptly to replace or correct’such supplies or lots of supplies, the Government either (i) may by contract or otherwise replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby, -or (ii) may. terminate. this contract for default as pro- vided in the clause of this contract entitled "Default." Unless the Contractor corrects or replaces such supplies within the delivery schedule, the Contracting Officer may require. the delivery of such.supplies at a reduction in price which is equitable under the circumstances. Failure to agree to sucli reduction of price shall be a dispute. concerning a question of fact within the meaning of the clause of this contract entitled “Disputes.” (c) If any. change inspection or jest is made by the Government on the premises of the Contractor or a subcontractor, the Contractor without additional charge shall provide reasonable. facilities. arid assistance ‘for the.safety. and convenience of the Government inspectors. in the performance of their duties. If Government inspection or test is niade at a point. other than. the. premises of the Contractor or a subcontractor,. it shall be at the expense’ of the Government except.as otherwise provided in this contract: Provided, That. in case of rejection the Government shalt not be liable for any reduction in value. of samples ‘used in connectiott with such inspection or test, All inspections and tests by the:Government shall be performed in such a manner as not to unduly delay the work. The Government resérves the: right to charge to. the Contractor any additional cost of Government inspection and test when supplies are not-ready at the time such inspection and test is requested by the Contractor or when reinspection or retest {nitials- 4d ‘ STANDARD FORM NO.'? & P-GP-15273- APPROVED. 3-26-73: . COMM. OF PROP, & PROG. is necessitated by prior rejection. Acceptance-or rejection of the supplies shall be made.as promptly: as practicable afier. delivery, except as otherwise provided in this. contract; but failure to inspect and accept or reject supplies shall neither relieve the Contractor from responsibility for such supplies as aré not in accordance: with the contract tequitements not impose liability on the Government therefor. (4) The inspection and test by the Government of any supplies. or lots thereof does. not relieve the Contractor from-any responsibility regarding defects or other failures to meet the contract requirements which may be discovered prior to acceptance. Except as otherwisé provided in this contract, acceptance shall be conclusive éxcept as regards latent defects, fraud, ot such gross mistakes as amount to fraud. (e) The Contractor shall provide and maintain an inspection system acceptable to- the Government covering the. supplies hereunder. Records of all inspection work. by the Contractor shall be kept complete and available to the Government during the performarice of this contract: ‘and for such longer period as may be Specified. elsewhere in this contract. 6. RESPONSIBILITY FOR SUPPLIES Except. as otherwise provided in the. contract; (i) the Contractor shall be responsible for the. supplies covered by- this contract until they are delivered at-the designated delivery point, regardless of the point of inspection; (ii} after delivery to the Government at the designated point and prior to acceptance by ‘the. Government or rejection and ‘giving notice thereof by the Government, the Government shall be responsible for the. foss or. destruction of or damage’ to the supplies only if such foss, destruction or damage results from the negligence of officers, agents, or employees of the Government acting within the.scope of their employment; and (iii) the Contractor shall bear all risks as to rejected supplies after. notice of rejection, except that the Government shall be. responsible for the loss, or destruction of, or damage to the supplies only if-such loss, destruction or damage results from the gross negligence of officers, agents, or employees of the Government acting. within the scope. of their employment. 7. PAYMENTS: The Contractor shall be paid, upon the submission of proper invoices or vouchers, the prices. stipulated herein for supplies delivered and accepted or services rendered ‘and accepted, less. deductions, if any, as herein. provided. Unless otherwise specifi ed, payment will be made on partial deliveries accepted by the Government when the amount due on such deliveries so warrants; or when requested by the Contractor, payment for accepted partial deliveries shall be made whenever such payment would equal or’ exceed either $1,000: or 50 percent of the total.amount of this contract.. 8, ASSIGNMENT OF CLAIMS (a) Pursuant to the provisions of the.Assignment of Claims Act (5 VIC 1203 et. seq.) if this contract-provides for payments aggregating $1,000 or more,. claims for moneys .due or to become due to the Contractor from the Government under this $022DHSCI9 (OE) contract may be. assigned to a bank; trust company; or other: financial institution, including any Federal lending agency; and may thereafter be further assigned and reassigned fo any such institution. Any such assignment or reassignment shall cover all amounts payable under this. contract and not already paid, and ‘shall not be made to more than. one party, except that any such assignment.or reassignment may be made to one. party as agent or trustee for two or more parties participating in such fi inancing.. Unless otherwise provided in this-contract, payments ‘to-an assignee of any moneys due or to become due under this contract shall not, to. the extent: provided in said Act, as amended, be subject to reduction or set off. 9. ADDITIONAL BOND SECURITY If any surety upon any bond furnished in connection with this contract becomes unacceptable to the Government of if any such surety fails to furnish reports as to his financial condition from time to time as réquesied by the Government,. the Contractor shall promptly furnish such additional security as ‘may be required from time to time to protect ihe: interests of the Government and of persons supplying labor or materials in the prosecution of the work contemplated by this: contract, 10. EXAMINATION. OF RECORDS: (The following clause is applicable if the amount of this contract exceeds $1,000.00 and was entered into by means of negotiation, but isnot applicable if this contract was entered. into by means of formal advertising.) (a) The ‘Contractor agrees that the Goverment Comptroller of the U. S. Virgin Islands. or- any of his duly authorized representatives shall, until the expiration of three’ years. after final payment under this contract, have access.to and the riglit ta examine any directly pertinent books, documenis, ‘papers, and records of the Contractor involving transactions related to this contract,. {b) The Contractor further agrees to include in all his subcontracts heretnder a provision to. the effect that the subcontractor agrees that the Government Comptroller of the Virgin Islands or any of his: duly authorized representatives shall, until the expiration of three years after final payment under the subcontract, have-access to and. the right to examine any directly pertinent books, docunients, papers, and records.of such subcontractor, invélving transactions related to the subcontract. The term "subcontract" as used in this’ clause excludes (i) purchase. orders not: exceeding $1, 000 and (ii). subcontractors or purchase orders for. public: utility services at rates established for uniform applicability to the general. public, 11. DEFAULT. (a) The Government may, subject to. the provisions of paragraph (c) below, by written notice of default to the Con- tractor, terminate’ the whole-or any part of this contract in-any one of the following circumstances: Initials ie STANDARD FORM NO. -P-& B-GI-15-77 APPROVED: 3:26-73° COMM. OF PROP. & PROC. (i) if the Contractor. fails to make: delivery. of the. sup- plies or to-perform the services within the time specified herein or any extension thereof; or (ii) if the Contractor fails to perform any of the other provisions of this. contract, or so fails to. make progress as to endanger performance of this contract in accordance with its terms, and in-either of thése two circumstances does not cure. such failure within a period-of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure, (b) In the‘event the Government terminates this contract in whole or in, part.as provided. in paragraph (a) of this clause, the Government may procure,.upon such terms and in such manner as the Contracting Officer may deem appropriate, sup-plies or services similar to those so terminated, and the Con-tractor shall be liable to the Government for any excess costs for such similar supplies or services: Provided, That the Contractor shall continue. the performance ‘of this. contract to the extent not terminated under the provisions of this clause. (c) Except: with respect to defaults of subcontractors, the Contractor shall not be liable for any excess costs if the failure to pérform the contract arises out of causes beyond the control and without the fault or negligencé ‘of the Contractor. Such causes. may include, but are not resttictéd to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractural capacity, fires; floods, epidemics, quarantine. restrictions, strikes, freight embargoes, and unusually severe weather;. but in every case. the failure to perform must be beyond the control and without fault or negligence. of the Contractor. Ef thé failure to perform is caused by the default of.a subcontractor, and if such default arises out of causes beyond the control of both the Contractor. and subcontractor, and with- out the fault or negligence of either. of them, the Contractor shall. not. be liable for any excess costs for failure to perform, unless the supplies or service fees:to be: furnished by the’ sub- contractor was-obtainable from other sources in sufficient. time. to permit the Contractor to meet the required delivery: schedule. (d)} If this contract is terminated as provided i in paragraph: {a) of this clause, the Governnient, in addition to any other rights provided in this clause; may requiie the Contractor to transfer title and deliver to the Government, in the manner and to the extent directed by the: Contracting: Officer, -(i) any completed supplies, and (ii) such partially completed supplies. arid materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called: "manufacturing materials") as the Coritractor has specifically ‘produced or specifically acquired -for ‘the. performance of such ‘part ‘of this contract as has been terminated, and the Contractor’ shail, upon direction of the Contracting. Officer,. protect. and. preserve property in possession of the Contractor in which. the Government has an interest. Payment: for completed supplies ‘delivered to and-accepted by the. Government shall be at the contract price. Payment for manufacturing materials delivered. to-and accepted by the Government and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and Contracting Officer; failure to agree to such $022DHSC19 (OE) amount shall be.a dispute concerning 2 question of fact within the meaning of the clause of this contract entitled "Disputes." The Government may withhold from amounts otherwise due the Contractor for such completed supplies or manufacturing materials such sum as the Contracting Officer determines to. be liecessary to protect the Government against loss because. of outstanding liens or claims of former lién holders. (e) If, after notice of termination of this contract under the provisions of this clause, it is determined for any réason that the Contractor was not in default. under the provisions of this clause, or that the default was excusable. under the provisions of this clause, the rights-and obligations of the parties. shall, if the contract contains a clause providing for termination for convenience-of the Government, be the same as if the notice of ‘termination. had been issued pursuant to such clause. If, after notice of terinination of this contract under the provisions of this clause, it is determined ‘for ‘any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not-contain a clause providing for. termiriation for convenience of the Government, the contract shall -be. equitably adjusted to compensate for such termination. and the. contract modified accordingly; failure 10 agree to.any such adjustment shall be ‘a dispute concerning a quéstion of fact within the meaning-of the clause of this contract entitled "Disputes." (f) The rights and remedies of the Goverment provided ii. this clause shall not be. exclusive: and-are in addition to any other rights and. remedies provided by law or under this contract. 12. DISPUTES: (a) Except.as’ otherwise provided in this contract, any dispute concerning a question of fact arising under this ‘contract which is.not disposed of by agreemént shall be decided by the Contracting Officer, who shall reduce his decision to: writing: and mail-or otherwise. furnish a copy thereof to. the Contractor. The decision of the Contracting Officer shall be final and conclusive unless, within 30 days from the date of receipt of “such copy, the Contractor mails or otherwise. furnishes to the -3- Contracting Officer a written appeal addressed to the Attorney General. The decision of the Attorney General or his duty. authorized répresentative. shall he final and conclusive unless. determined by. a court of competent jurisdiction to have been ‘fraudulent, or capricious, or arbitrary, or so. giossly erroneous as’ necessarily. to. imply: bad faith, or not. supported by substantial evidence, In connection with any. appeal proceeding. under: this clause, the Contractor shall be afforded an opportunity to be heard ‘and to offer evidence -in ‘support of his appeal. Pending. final decision of a dispute hereuider, the Contractor shall proceed diligently with the. performance of the contract and in ‘accordance with the Contracting Officer's decision. ‘(b} This “Disputes clause does.not preclude consideration of Jaw questions in connection with decisions provided for in paragraph (a) above:--Provided, That nothing inthis contract: ‘shall be construed a£- making final the décision of” any administrative official, representative, or board ona. question of law. Initials 2” STANDARD FORM NO. P.& P-GP-15-73 APPROVED; 3-26-73 COMM. OF PROP, & PROC. 13. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT The provisions of this clause shall be‘ applicable only if the amount of this contract exceeds $10,000. (a) The Contractor shall report. to the Contracting Officer, promptly and.in reasonable written detail, each notice or claim of patent.or copyright infringement basedon the performance of this contract of which the Contractor has knowledge. (b} In the event of any claim or suit against the Government on account of any alleged. patent or copyright: infringement arising out of the performance of this contract or out of the-use of any supplies fiirnished or work or services: performed here- under, the Contractor shall furnish to ‘the-Government when requested. by the Contracting Officer, all evidence: and: in- formation in possession of the Contractor pertaining to such ‘suit or claim. Such evidence arid information shall be furnished at the expense of the Government except where the Contractor has agreed to-indemnify the Government. 14. BUY AMERICAN ACT _ (a) In acquiring end products, the Buy American Act (41 U.S. Code 10afid) provides that the Government give preference to domestic source end products: For the purpose:of this clause: (i) "components" means those articles, materials; and sup- plies, which are directly incorporated in the end products; (ii) “end products" means those articles, materials, and supplies, which are to be acquired under this contract for public use; and (iti) “a domestic soutce end’ product" means (A) an ‘un- manufactured end product which lias been mined or produced i in the United States.and (B) ari end product manufactured in the: United States if‘ the cost.of the components thereof which are mined, produced, or manufactured in the. United States exceeds 50 percent of the cost of all its. components. For. the purposes of this {a) (iii) (B); components. -of forei gn origin: of the: same type clause shall be treated as components thined, produced, or manufactured in the United States. : (b) Thé Contractor agrees that there will be delivered under ‘this contract only domesti¢ source end products, except end products; $022DHSC19 (OE) (i) which.are for use outside the United States; Gi) which the. Government determines are not mined, produced, or manufactured in the United States in sufficient and reasonably available. commercial quantities and ofa. satisfactory quality; (iii) as. to which the Secretary determines the domestic. preference:to be. inconsistent with the public interest; or (iv) as to which the Secretary. determines the cost to the Government to be unreasonable. (The foregoing: requirements are administered in accordance with Executive Order No. 10582, dated December 17, 1954:) 15. CONVICT LABOR In connection with the performance of work under this: contract, the. Conttactor agrées not to employ any’ person undergoing sentence of imprisonment at.hard labor. 16, OFFICIALS NOT TO BENEFIT No member of the: Legislature, cr Delegate to the United States Congress, or official or employee of the Executive Branch of the Government. of the Virgin Islands, shall be admitted to any. share or part of this contract, or to any benefit that may arise therefrom, but this: provision shall not be construed fo extend to this contract if made with a corporation for its general benefit. 17. COVENANT AGAINST CONTIGENT FEES. -The Contractor warrants that no person or selling. agency has- been employed or.rétained to solicitor secure this. contract upon an agreement or understanding for a coinmission, percentage, brokerage,-or contingent fee, excepting bona fide. employees or bona fide. established commercial or selling agencies: ‘thaintained by the Contractor for the purpose..of securing business. For breach or violation of this warranty the Government shail ‘have thé. right to annul this contract without liability or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.. Initials tf STANDARD FORM.NO. DPP - TC-54-75 APPROVED 10-2-74 . COMMISSIONEER OF DPP REVSIED 3-18-08. ADDENDUM IV TERMINATION OF CONTRACTS 0 CONVENIENCE OF THE GOVERNMENT (a) The performance of work under this contract may be terminatéd by the Government in . accordance with this clause in whole, or from time. to. time in part, whenever the Contracting Officer shall determine that such termination is in the ‘best interest of the Government. Any such termination shall be effected by delivery to the Contractor of .a Notice of Termination specifying the extent to which performance by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of work under‘ the contract is terminated, and the date upon which such termination-becomes effective. (b) After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer, the Contractor shall: (i) | stop work under the contract on the date and to the extent specified in the Notice of Termination; (ii) place no further orders or subcontracts for materials, services or facilities, __except.as may be necessary for completion of such portion of the work under the contract as is not terminated; (iii), terminate all orders and subcontracts to the: extent that they relate to the. performance of work terminated by the Notice of Termination; (iv) assign to the Government, in the: manner, at the-times, and to the extent directed by the Contracting Officer, all of the right, title, and interest of the Contractor under the ordérs and subcontracts so. terminated, in which case. the Government shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (v) settle. all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Contracting Officer, to the extent, he may require, which approval or ratification shall be final for all the purposes of this clause; (vi) transfer title ad deliver to the Government in the manner, at the times, and to the extent, if any, directed by the Contracting Officer (A) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as a part of, or acquired in connection with the. S$022DHSC19 (OE) -I- Initials £7 STANDARD FORM NO: DPP ~TFC-54-75 APPROVED 10-2-74 COMMISSIONEER OF DPP REVSIED 3-18-08 (d) performance of, the work terminated by the Notice of Termination, aid (B) the completed or partially completed plans,. drawings, information, and other property which, if the contract had been completed, would have been required to be furnished to the Government. (vii) use his best efforts to sell, in the manner, at the times, to the extent, and at the price or prices directed or authorized by the Commissioner of Property and Procurement, any property of the types referred to in (vi) above; provided, however, that the: Contractor (A) shall not be required to extend credit -to any ‘purchaser,.and (B) may acquire any such property under the conditions. prescribed by and at the price or prices approved by the Commissioner of Property:and Procurement and provided. further that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made. by the Government to:the Contractor under this contract or shall otherwise be’ credited to the price or cost of the work covered by this contract or paid in such other manner as the Commissioner of Property and Procurement may direct; (viii) complete performance of such part of the work ‘as shall not have been terminated by the Notice of Termination; and (ix) take such action as may be necessary, or as the Commissioner of Property and Procurement may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest: After receipt of the Notice of Termination, the Contractor shall submit to the Commissioner of Property and Procurement his termination claim, ‘in the form and with certification prescribed by the Commissioner of Property and Procurement. Such claim shall be. submitted promptly but in no event later than one year from the effective date of termination, unless one or more extensions in writing are granted by the Commissioner of Property and Procurement, upon request of the Contractor made in writing within. such one year period or authorized extension thereof. However, if the Commissioner of Property and Procurement, determines that:the facts justify such action, he may receive. and act upon failure of the Contractor to submit his termination claim within the time allowed, the Commissioner of Property and Procurement may determine, on the basis. of information. available to him, the amount, if any; due to the Contractor by any reason of the termination and shall thereupon pay to the Contractor the amount so determined. Subject to the provisions of paragraph (c), the Contractor and the. Commissioner of Property .and Procurement may agree upon the. whole. or any part of the amount or: amounts to-be paid to the Contractor by reason of the total or partial termination of work pursuant to this clause, which amount or amounts may include a reasonable allowance for profit on work done; provided, that such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total contract price as reduced by the amount of payments otherwise made and as further reduced by the ‘contract price of work not $022DHSC19 (OE) ~2- Initials, Af STANDARD FORM NO, DPP ~ TC-54-75 APPROVED 10-2-74 COMMISSIONEER OF DPP REVSIED 3-18-08. terminated. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. Nothing in paragraph (e) of this clause, prescribing the amount to be paid to the Contractor in the-event of failure.of the Contractor andthe Commissioner of Property and Procurement to agree upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant.to this clause, shall. be deemed to limit, restrict.or otherwise determine or affect the amount or amounts which may be agreed to be paid to the Contractor pursuant to this paragraph (d): @ for completed supplies, materials and equipment or services accepted by the Government (or sold or acquired as provided in paragraph (b) (vii) above) and not theretofore paid for,.a sum equivalent to the aggregate price for such supplies. or. services computed in accordance with the pricé or prices specified in the contract, appropriately adjusted for any saving for freight or other charges; (it) the total of — (A) the costs incurred in the performance of the work terminated, ‘including initial costs arid preparatory expense allocable thereto, but exclusive of any costs attributable to.supplies or services paid or to be paid for under paragraph (e) (i) hereof; (B) the cost.settling and paying claims arising out of the termination of work under subcontracts or.orders, as provided’ in paragraph (b) (v) above, which. are properly chargeable to the terminated portion of the contract (exclusive of amounts paid or payable on account of supplies or materials delivered or. ‘services furnished by subcontractors or vendors prior to the effective: date of the Notice of Termination, which amounts shall be included in the costs payable: under (A) above; and (C) a sum, as profit on (A) above, determined by the Contracting Officer to be fair and reasonable; provided, however, that if it appears that the. Contractor would have sustainéd a [oss on the entire contract. had it been. completed, no profit shall be included or allowed under this subdivision (C) and an appropriate adjustment shall be made reducing the amount of the settlement to reflect the indicated rate of loss; and {iii) the reasonable costs of settlement, including accounting, legal, clerical and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the contract and for the termination and settlement. of subcontract thereunder, ‘together with reasonable storage, transportation and other costs incurred in. connection with the protection or disposition.of property allocable to this contract, ‘$022DHSC19 (OE) -3- Initials >