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Executed Letter April 23, 2021 Tammy Smith Owner Top Class Janitorial & Landscaping P.O. Box 1154 Christiansted, VI 00821 RE: S023PNRC21 (TCJL) Janitorial Services for the Department of Planning & Natural Resources in the St. Croix District during the period of April 12, 2021 through April 11, 2022. Dear Ms. Smith: Transmitted herewith is the attached fully executed Supply Contract (Supply Contract) to provide Janitorial Services for the Department of Planning & Natural Resources in the St. Croix District during the period of April 12, 2021 through April 11, 2022. Top Class Janitorial & Landscaping will perform under this Contract in accordance with Addendum I (Scope of Work), Addendum II (General Provisions), and Addendum III (Termination of Contracts). Top Class Janitorial & Landscaping 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. Respectfully, Dynell R. Williams Deputy Commissioner of Procurement DRW/ajl xc: Government of the Virgin Islands File GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES ---- 0 ---- DEPARTMENT OF PROPERTY AND PROCUREMENT SUPPLY CONTRACT No. S023PNRC21{TCJL) This AGREEMENT, made this __23__· day of April--2021 for the Janitorial Services for the Department of Planning and Natural Resources in the St. Croix District. by and between the Government of the Virgin Islands, hereinafter called the "GOVERNMENT", and Top Class Janitorial and Landscaping. whose address is P.O. Box 1154, Christiansted, VI 00821 hereinafter called the "CONTRACTOR", WITNESSETH: For, and in consideration of the acceptance of the Contractor's proposal, from the approved Justification Letter dated November 20, 2020, 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 I. 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 commodities described in 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 Justification Letter, General Provisions (Addendum II), Termination of Contracts (Addendum 111), 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 approved Justification Letter and the line items as indicated in Addendum I, in lawful money of the United States, and the payment shall be made at the time and in the manner set forth in the approved Justification Letter and the General Provisions. SECTION 3. This Contract shall commence on April 12, 2021. and shall terminate on April 11, 2022, 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. 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: I S023PNRC21(TCJL} Jniti:J) not less than one hundred thousand dollars ($100,000.00) for any one person per occurrence for death or personal injury and one hundred thousand dollars ($100,000.00) for any one 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: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage SECTION 12. A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. This Contract shall become effective immediately upon and as of the day of signature by the Commissioner of the Department of Property and Procurement. IN WITNESS WHEREOF, the parties to these presents have hereunto set their hands on the day and year first above written. Witnesses: See me mam mere eee renee eee ae eee ensneaneees (tonne. Ore... Witnesses: SO23PNRC21(TCSL) GOVERNMENT OF THE VIRGIN ISLANDS Miliny 0 Cona-—_493/2024 By: Anthony D. Thomas Date Commissioner Department of Property and Procurement cD 16-Apr-2021 By: Jean-Pierie L. Oriol Date sy Pier I Department of Planning & Natural Resources CONTRACTOR nko By: Tammy Smith O Date Owner Top Class Janitorial & Landscaping (Corporate seal, if Contractor is a corporation) 3 its (Vi CS SCOPE OF SERVICES The following scope of sérvices.is created to ensure that the Department of Planning & Natural Resources Division of Environmental Enforcement office is seeking qualified and professional cleaning services. provided to the facility and ‘shall consist:of but not limited to.the following. Cleaning arid Sanitizing of three (3) Restrooms -twice weekly. Dusting & Wiping all desk surfaces Sweeping and Mopping of floors: Removal of Trash and Bin Liners & Replacing with Fresh Liner Bags Cleaning of Glass Door, Microwave and Refrigerator oR WN If proposal is accepted, DPNR requests that all services be rendered on Tuesdays & Thursday from 10 AM through 1:00 PM weekly to ensure that personal belongings are secure and removed from the identified cleaning areas. $023PNRC21{(TCIL) Initial { a 4 C ADDENDUM I SCOPE of WORK The Contractor will provide monthly Janitorial Services for the Department of Planning & Natural Resources ii the St. Croix District as described in the scope of work. Which is attached hereto and miade part of this contract. S023PNRC21(TEIL) . 4 wine > /) / Cb (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 ptice 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. commodities 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 markét against rejections ‘on this contract ‘when necessary. On all such pufchases, 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. Governnient 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 shiall include this ptovision 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 suibcontiactor 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 teimburse the Government of the Vitgin 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 Governinent of the Virgin Islands, or any officer, department, board, commission, or other agency thereof, knowing ‘such claim to be false, fictitious, ot fraudulent. Contiactor 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 fuihded, 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 sich a-false, fictitious, or fraudulent claim is.a federal offense. SECTION 9. The ‘Contractor shall only perform setvices in. accordance with the schedule- outlined in Addendum I (Scope of Work) attached hereto and made a part hereof. SECTION 10. This: Contract. is subject to the appropriation and availability of finds and to. the approval of the Commissioner: of the Department.of Property and Procurement. SECTION !1. The following insurance coverages are required by Conitract.and Contractor shall maintain these insurance coverages during the term of this Contract. (ay COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a form acceptable to the Government, on a “per occurrence” basis aon limit of S023PNRC21(TCIL) 2 initial ADDENDUM V Compensation Fhe Government, in consideration of the satisfactory performance of the services déscribed in the bid’s Scope of Work, agrees to maké. progress paymients based on the. invoices submitted by the ‘Contractor, Top Class Janitorial & Landscaping. The parties further agree that payments will be made in. accordance to the actual work peiformed. PAYMENT AMOUNT: I. COST PER MONTH - $800.00 ‘2. ANNUAL COST- $9,600,00 $023PNRC21(TCIJL) 8 van 4 L 4. PREPARATION OF BIDS: {a) Bidders are expected fo‘examine the drawings, specifications, invitations,-and allinstructians: Failure to dosowill be-at the’bidder's risk. (b} Bids must bé in ink 6r Pfinted of the bid forms furnished herewith. Bids: submitted inpenéil willbe rejected, Bids containing alterations or erasures.will be rejected, unless the -alteration or erasure-is:crosséd out.and correction: thereof printed ininkor typewritten adjacent thereto- and Initiaied by the person signing’the bid. In addition,a statement must be furnished with the bid, ‘signed by the bidder explaining the correction ofthe ‘alteration of erasure. .(c) If the bidder is a partnership, @ letter Gf authorization shall be- furnished ahd signed byallofthegeneralpartriers. It thebidderis aproprietoz,-and the person signing the bid is other thatthe-owner; aletter of authorization ‘sigried by the owner. shall be furnished. The Contracting Officer will retainallsuch proofonfile far acceptance of future bids, ifrequested to.do'so.-(d) ‘The bidder must: sign his proposal correctly and in ink. Ifthe preposal is offerect by an individual or partnership,. his‘ name, .officé arid post office addresses must be shown. If offered by a ‘corporation; the person-signing the proposal must ‘give. hisname, titte, and business eran Anyone of his: authority’ to.do-so, and thatthe signature i is binding upon thé firm or corporation. -(e) Alternate bids will notbe'cénsidered unless authorized by-the invitation. Alternate bids are those offered whichdo not meet the specificatin arid are not considered approved equal to theitem specified. (fWhen not ‘othenwise specified, the bidder must state. definite time of propased delivery. (g}Time, ifstated as a humber of days willinclude Sundays:and Hiolidayé.. 2. SUBMISSION OF BIDS: (a) Bids:and modifications thereof shall be’ énclosed in'sealed envelopes addressed to the issuing office, with the name and address of the bidder, the date and hour of: fopening, and the invitation number on the face of the envelope. Bids ‘shall be submitted so as to -be received in the. Office of the Contracting Officer not tater than the.exact time-set for opening of bids. To. be considered for award, a bid must,comply invall material respects with the invitation for bids so that, bothasto the method-andtimeliness ofsubmission, and as tothe substance ofany resulting contract; all bidders may stand on an equal footing arid-the integrity of the format advertising sysiem may be maintained. $023PNRC21 (TCJL) ADDENDUM IV TERMS AND.CONDITIONS OF THE. INVITATION FOR BIBS: (SUPPLY CONTRACTS) (b) ‘Sample of items, when required, ‘must be submitted within the time specified, and uniess otherwise ‘specified. by the’ Government. If not destroyed by testing, samples will be returned-at bidders" request and. expense unless otherwise specified by the Invitation. (c} Inthe eventnobiiis tobe submitted, Bidders are advised nottoretumthe Invitation unless “otherwise specified. However, a letter orpostcard shallbe:sent to the Issuing Office ‘advising whether future invitations forthe lype-of supplies or servites covered by the Invitation is desired: Failuretoso advise:the Issuing Office. ‘may be. interpreted against the bidder, 3. WITHDRAWAL ‘OF BIDS: Bids may be withdrawn only by written notice provided that:suck notice is received prior‘to the time setfor opening.of the bid, 4, LATEBIDS: (a) Bids recsived at the Office of the Contracting Officer after the precise time set inthe Invitation for Bids are late bids. (6) A late bid shall ‘be considered for award only if it is received before award: and either: (i)It was-sent by mail including registered or ceftified for which’ an: official dated post office stamp (Postmark) on the envelope has. been-obtained, arid it is determined that the lateness was due ‘solely lo a delay in the mails for which the bidder was not.responsible; or (ii) If submitted by mail it was. received at the Office of the Coniracting Officer in sufficient time to. be. opened as fequired i in the Invitation but except for delay. due to. mishandling on ‘the: part of the ‘Government, The only evidence accéptable.to establish timely receipt at the Office of the Contracting Officer‘is that which can be-estatlished upon examination ofan appropriate time stampora written statement from ar offical ofthe U. S. Postal Service. (c} Hand-Garried Bids: Atate hand-carried, bid, or‘any other late ‘bid not submitted: ‘by mail. (d) Registered Mail: The time. of mailing ofa late bid, mailed by registered mail -may be determined by the date of the postmark on the registered mail receipt of registered: mail wra per. The time-of mailing shall be deemeditobe the lastminuteofthedateshown- in -stich postmark unléss the: bidder furnishes evidence, from the post office station of railing which’ éstablishes an ediliér time, If the postmark: does:not’ show:a date, the bid.shall bé deeined to- have been mailed too late unless the -bidder furnishes evidencé from the post office of mailing which establishes timely mailing. (e) Certified Mail: The: time’ of mailing alate bid: mailed’ by Certified Mail for which a. postmarked Receipt: for. Certified Maitwas obtained,-shall be deemed ta he . thejast minute of the date shown on the. postmark on Such receipt where: (}} the Receipt for Certified Mailidentifies the post office. station of mailing and the bidder furnishes evidence ‘from such station that the business day ofthat station endedatanearliertinié, inwhich case the time of mailing shall be deemed to..be last minute of ‘the. businéss day: of that station; or(ii) an eniryininkon the Receiptof Certified Maii, showing thetime of mailing and the initials of the postal employee recéiving the item ‘and fhaking the entry, is ‘appropriately verified in writing by the post office ‘station of. mailing in which case the time.of mailing -shall be the time shown inthe entry, Ifthe postmark does notshow a date, the bid shall be deemed to have been mailedtoo late. ¢ f) Metered Mail: Bids or. ‘modifications thereof transmitted in a metered envelope received after the time set for opening will bedeemed tohavebeen mailed onthelastminute of the day indicated by the metered stamp unless*in such event a.bidder is able. to:submit clearand: -convincing proof as to the actual‘or approximate time. of mailing, 5. IDENTIFIGATION OF OFFER: Bidders shall show brand name, catalagnumber, model and so forth as applicable on bid. farm covering ‘the product théy are bidding on and propose to furnish, [f nol,shown, it will-be considered and understood tobethatthemakeand model, shownin the Schedule, as a reference, will be supplied; 6. CASH DISCOUNT PROVISIONS: (2) Discotrits ‘offered for a period-of less than 20:days will hot be: considered in making award. Bidsoffering discounts: for payment within periods in excess of ‘twenty. (20). days willbe evaluated for the purpose ofaward. {b) In connection with discolints offered, time will be completed from date of acceptance of the supgilies by the Goveinmient. Provided, however; that the: Government isnotunreasonably nor unduly negligent in accepting shipment. 7. AWARD OF CONTRACT: (a}Unless ail bids‘are rejected, award will be made by written notice, within ‘the. time spacified for. acceptance, to that responsible. bidder whose bid, conforming to the Invitation for Bids, offers ihe most. advantageous service {o.the. Government, quality offered, delivery terms and service: reputation taken into consideration. (b} The:Govemment may award’ ems separately of by grouping ttems in total \ots. (c) Bidder acknowledges that all quantities listed on'the’ bid sheet or any awarded contract.are-estimates and’ the: Goverment will only purchase iterns based’on: its actual needs which imay-or may not amount te the. fotal estimated. quaniities 8. REJECTION. OF BIDS: The-Governmenit may, after opening but prior to award and within the: time Specified foracceptance, rejéctaryorallbids, or the. bid for any one or more commodities or contracted services included in the proposed-contact, when the public interest will be served thereby. 9, PRICES: {a} All prices bid shalt be firm-and not subjectio increase faccepted during theacceptance’ period. Bids containing an escalation clause" will not be consitlered unless specifically. authorized. by the Government in’ ‘the. Invitation for Bids. (b) For éach item bid, aunit price and atotal forthe quantity. must. be stated, The unit price shall . always contral, (¢) All prices shall be F:0.8. (Free On Board) destination. The selléi hereunder must athis own expense-and risk, transport the goods to the named piace’ and there, tenderdelivery. Initial wid A Cc STANDARD FORM NO. DPP—TC-54-75 ‘APPROVED 10-274. COMMISSIONEER. OF Dry . REVSIED 3-18-08 terminated. The contratt.shall be amiended accordingly, and the Conttactor. shall be: paid. the agteed amount, Nothing in paragraph (e) of this clause, prescribing. the amount -to be paid to the Contractor in the eventof failure of the Contractor and.the 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 anounts which may be agreed to be paid to,the Contractor pursuant to this paragraph (d). (1) for completed, supplies, materials: arid. equipmenit or'services accepted by the Government (or sold or acquired as provided in paragraph (b) (vii) above):and not theretofore paid for, a sum equivalefit to the aggregate price for such ‘supplies or services computed in accordance -with the price or prices specified in the contract, appropriately adjusted for any saving for freight or other charges; (ii) the.total of — (A) the costs incurred in the perforinance of the work fer minated, including initial costs and preparatory expense allocable thereto, but exclusive of-any costs attributablé 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 suni, as profit on (A) above, determined. by the Contracting. Officer to be fait and reasonable; provided, however, that if it appears: that the Contractor would have sustained -a loss. on the entire contract had it been completed, no profit shall. bé.included or allowed under this subdivision (C} and an appropriate: adjustment. shall be made reducing the amouint of the settlement to-reflect the indicated rate of loss;-and. (iii) ‘the -reasonable costs. of settlement, _ineluding accounting, legal, clerical and other’ expenses. reasonably necessary for the. preparation of settlement élaims atid supporting. data with respéct 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 contiact, -3- SNIDPNBOH (TOU Initials: \s (dc. STANDARD FORM NO. DPP-— TC-54-75 APPROVED 19-2-74 COMMISSIONEER OF DPP -REVSIED 3-18-08, performance of, the work terminated by thé Notice of Termination, and-(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 riot be required to extend credit to. any purchaser, and (B) may- acquire any such property under the. conditions prescribed by and at thé priée or piicés 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 coveted by this contract or paid in such other manner as.the Commissioner of Property and Procurement may dir: ‘ect; (viti) complete performance. of such part. of the work as shall rot liave been terminated by the Notice of Termination;.and (ix) take ‘such action as may be necessar y, 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: {c) After receipt of the Notice of Termination,. the Contractor shall submit -te the Commissioner of Property and Procurement his téimination claiin, in the form and with cettification prescribed by the Commissioner of Propeity and Procurement. Such claim shall be submitted promptly but in no event'tater than one year from the effective date of termination, unless one of 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 Gommissioner of Property: and Procurement determines that the facts justify such action, he- may receive ‘and act upon failure of the Contractor to submit. bis. termination claim within the time allowed, the Commissioner of Pr operty and Procurement inay determine, ‘ont the: basis of information available to bith, 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. (d). 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 amoutit 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 S023PNRC21 (TCIL) ; Initials JO> AZ STANDARD. FORM NO. DPP ~ T'C-54-75 APPROVED 10-2-74. COMMISSIONEER OF DPP REVSIED 3-18-08. ADDENDUM ITI TERMINATION OF CONTRACTS @ CONVENIENCE OF THE GOVERNMENT {a} The performance of work under this contract may be terminated by the Government iti accordance with this. clause in whole, or from time to. time in part, whenever the Contracting Officer shall determine that such termiriation is in thé best interest. of the Government, Any such termination shall be.effected by delivery to the Contractor of a Notice of Tetmination specifying the. extent to. which _performance’ by delivery to the. Contractor of :a Notice. of Termination specifying the extent to which: petformance’ of work under the contract is terminated, and the date upen 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: 69) 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 coitipletion, of such:portion of the work under the contract as isnot terminated; (iii) terminate all orders and subcontracts tothe: extent that they relate to the performance of work terminated by the Notice of Termination; (iv) assign to. tlie 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 orders.and subcontracts so terininated, in which case the Government shall have the right, in its discretion, to’ setile or pay any or all claims arisizig out of the termination of such ordérs and subcontracts; (vy) settle all outstanding liabilities and all claims. arising out of such ‘termination of orders and subcontraets, 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 putposes of this clause; (vi) transfer title ad deliver to fhe:Government in the manner, at.the times, and to the extent, iftany, 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: ~1- - 7 $023PNRC21 (TCIL) tnitials’ WAL s TANDARD. FORM NO. P& EGP-13-73 APPROVED: 32-73. 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: ‘Contragtor ‘shall report tothe Contracting. Officer, promptly arid in reasonable written detail, each notice. or claim of patent or copyright infringement based on-the performance. of this contract-of which. the Coutractor hag knowledge. (b) Inthe event of any claim or suit Against the Gaveinhent on account of any alleged patent or. ‘copyright infringement arising gut of the performance of this contract of out of thé use’ of any supplies. furnished or work. or services performed here: under, the Coitcactor shall furnish to the Governinent When requested by the Contracting Officer, all. evidence and in- formation in possession. of the { Contractor ‘per taining to such’suit or claim. Such evidence and 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 US. Code. 10avsd) provides. that ‘the. Government pive preference to. domestic source end products. For the purpose of this clause: (i) “cothponents” ‘mearis those articles, materials; and sup- phies, which are directly incorporated in the-end: products; (ii) "end products" means thosé articles, materials, and ‘supplies, which: are to: be acquired :under this contract for public usesand Gi) “a domestic source end prodiict" means (A) an un- manufactared end product- which has beer mined or produced i in the. United States and (B) an end product. manufactured in the United: Siates ifthe cost of the coinpenents thereof which are Mined, produced, or manufactured in the United States- exceeds 50 petcent:of the cost of all- its components: For the purposes of this (a) Gii) (B), components of forcigh origin of. the same type or Kind as the products. referred to in (b) (ii) or (iti) of ‘this clause shal] be treated as’ conjponents mined, ‘produced, or manufactured in the United States. (b) The Contractor agices that there will ‘be delivered under this contract only domestic: source end products, except end prodiicts: 8023PNRC21. {TCJL) (i) which are for use outside the United States; (ii) which the Govetnmerit determines aré fot mined, produced, of tianufactired in the United States in sufficient and reasonably available conmnercial quantities and of a satisfactory quality: (iii) a8 to which’ the Secretary detertnines the domestic preference to be inconsistent with the public interést; ot . (iv) as to which the: Secretary détérntines the cost’ to the Government to be: unreasonable. (The foregoing reqilirements are: administered in accordance with Executive Order No.. 10582, dated December 17, 1954.) ‘15. CONVICT LABOR Ta connection with the performance. of - “work undet this contract, the Contractor agrees not. to employ any person ‘undergoing sentence of imprisonment .at-hard labor, . 16. OFFICIALS. NOT TO BENEFIT No member of the Legislature, or ‘Delegate. td the United States Congress, or official’ or employce of the Executive. Branch of the. Government of the Virgin Islifids, shall be admitted ‘to. any share or part of this contract, ar to any benefit that may arise therefrom, but this provision shall not’ be construed to. extend to this contract if made with a corporation for its- general benefi t. 17. COVENANT AGAINST CONTIGENT FEES The Coritractor. warraiits that no person ot sélling agency has been employed or retained to solicit-or secure this contract-upon an. agreement, or triderstanding for a comunission, ‘percentage, brokerage, or contingent fee, excepting bona fide: employees or bona fide established, commercial or.sellidg agencies maintained by fic Contractér for the purpose of securing business. For breach or -violatidn .oF this warranty the Goverimctit ‘shall have the right to. arinul this contriét without: liability or in its discretion to deduct from the coitract price or consideration, or otherwise recover, the full ‘amount of ‘such commission, percentage, brokerage, or contingent fee.. initia |S MC BTANPARD FORM NOE & B-GP1 S79 APPROVED: 3-26073° COMM. Or PROP, &. PROC. (i) if the Contractor fuils.fo. miake delivery of the sup- plies orto perform the services within the time specified herein. _orany-éxtension thereof: or (ii) if the Contractor fails ‘to perform any of the other provisions of this contract, ar so fails to make progress as-to endanger per formance of this contract in accordance with its terms, and in cither of these two circumstances docs 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. (6) In the event the. Government terminates this cotitract ii 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 tlie performance of this contract 16 the extent net terminated under the: provisions of this clause, (c} Except with respect to defaults of subcontractors, ihe Contractor shall not be liable for. any excess costs if the failure to perform the contract, arises out-of causes beyond the control and without the fault or negligence of the Contrattor.. Such causes may include, but are not restricted. to, acts“of God or of the public enemy, acts of the Government in either its Sovereign ‘or eontractural capacity, fires, floods, epidemics, quarantine testrictions, 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. If-the 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- cut the fault or negligence of either of them, the. Contractor ‘stiall 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 -schcdule: (dy If this. contract is terminated:as provided i in paragraph (a) of this. clause, the Government, in addition to any other rights: provided inthis clause; may require the: Contractor to transfer-title. and deliver:to ‘the. Government, -in thie thantier ‘and to the extent directed by the Contractirig Officer, (i) any: completed supplies, and (ii) such partially completed suppli¢s and inatetials, parts, tools, dies, jigs, fixtures, plans,. drawings, ‘information, and contract rights (hereinafier called “manufacturing | materials") ‘as the Contractor’ has specifically produced or specifically acquired for the perforrnance of such part of this contract as has been terminated; .and the. Contractor shall, upon direction of the. Contracting Officer, protect and preseive property in possession of the Contractor in which the. Goveinment has an interest. Payment. for completed: supplies. delivered to and accepted by. the Government shall be at the- contract price. Payment ‘for manufacturing materials dclivered to and accepted by the:Gavernment and for the pratection-and preservation of property shall'be in an amount agreed upon by the Contractor and Contracting Officer; failure to agree-to sucli SO6AGVIC21 (TCIL). -3- amount:shall be a dispute concerning a question’ of fact within the meaning of the- clause of this: contract. entitled "Disputes." The Government may withhold from aimdgunts otherwise due the Contractor for such completed supplies or manufacturing materials such sum as the, Contracting Officer determines to be necessary to protect the Government. idgainst loss because. of outstanding liens or claims of former lien } Holders. e) if, after. notice-of termination of this contract under the provisions. of this clause, it is determined for atiy reason that the Contractor ‘was not in default under the provisions of this: clanse, ‘or that the default was excusable under: the provisioris 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 termination:of this contrast under the provisions ‘of this ‘clause, it is determined for any reason that the Contractor ‘was not-in default ander the provisions of this claiise, and if this ‘contract docs. not contain a clause providing for termination for convenience of the Government, the contraci shall be equitably adjusted to. compensate for such termisation and the contract: mnodified accordingly; failure to agree. to any “stich adjustment shall bea dispute. concerning a question oF fact within the meaning of the clause of this.contiact entitled "Disputes." (f The rights and remedies of the’ Government provided in this clause. shal} not be exclusive. and.are in addition to aiy other tights 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 agreement shall. be. decided by the: Contracting Officer, who. shall reduce bis decision to writing and mail or-otherwise furnish a copy thereof to-the Contractor. The decision of the Contracting Officer shall be final aiid conclusive unless, within 30 days from the date-of receipt of such copy, the Contractor mails or otherwise furnishes td the Contracting : ‘Officer a writicn appeal addressed to the Attomey General. The decision of the Attorney’ General or his duly authorized tepresentative shall he final,and conclusive unless determined by .a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous:as necessarily to: imply bad faith, or not supported by substantial evidence. In connection. with any appeal proceeding under this claus¢; the Contractor shalt be afforded ‘an opportunity to be heard and to offer evidence in support of his appeal. Pending final decision of a dispute. hereunder, the Contractor shall proceed diligently with the performance of the contract and in accoidance with the Contracting Officer's decision. (6) This "Disputes" Clausé does not preclude.consideration of law. questions i connection with decisions provided for in paragraph (a) above:-. Provided, That nothing -in this. contract shall be construed ak inaking firial the decision of any administrative official, representative, or‘board on a question of law, st ANDARD FORM NQ-P.& P-GP-15-73" APPROVED: 3.26-73 COMM. OF PROE, 8 PROC. is necessitated by prior rejection. Acceptance or rejection of the supplies shall be made:as- “promptly as practicable after delivery,, except as otherwise provided in. this contract; but failure to iispect and accept or reject Supplies shall neither relieve the Contractor from responsibility for such supplies ‘aS are not it accordance with the contract requirements nor impose liability on the Goverument therefor. (d) supplies or lots thercof docs not relieve the Contractor from any responsibility regarding defects or other failures to meet thc contract ‘requirements which may be discovered. ptior to The inspection. and test by the Government of any: acceptance. Except as otherwise provided in this contract, acceptance shall be conclusive. except as regards Jatent: ‘defects, fraud, or stich gross mistakes as amount to fraud. (e): The Contractor shail provide and maititain an inspection system acceptable to the Government covering the supplics hereurider. Records: of all inspection work by ‘the Contractor shall be kept complete.and available..to: the: Government during the performance of this contract and for such longer period ag 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 Governtneni 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 loss, ‘destniction or damage. results ftom -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 dest ution of, ot damage. to. tlic supplies only if such loss, destruction or damage results from the gross negligence of ‘officers, -agenis, or ‘etnployecs of the Government acting within the scope of their employnient. 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 specified, 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-inade wheitever such payment. would equal or exceed either $1,000 or 50 percent of the tolal amount of this contract. 8. ASSIGNMENT OF CLAIMS. (a) Pursuant to-the. provisions- of the Assignment of Claims Act (5 VAC 1207 et. seq.) if this contract provides for payments aggregating $1,000 .of more, claims for moneys due or to’ become. cue to the Contractor froin the Governtient under this. $023PNRC21{TCIL): contract may be assigned to. a bank, trust company, or other firtancial institution, including any Federal lending agenty,. and may thereafter ‘be: further assigned:and réassighed. to arly stich institution, Any such-dssignment or reassignment shall cover all artounts payable under this.coniract and not already paid, and shall not be made to. nio‘e than-one party, except that any such assignment or reassignincht inay be made to one party as agent or trustee for two or more, parties participatiig in such fi inancing, Unless otherwise provided in this contract, payments to an assignee of- any moneys. due or to become die under this ‘contract shall not, to the extent provided in said Act, as -amnended, be subject to reduction or set off. ‘§. ADDITIONAL BOND SECURITY If any surety upon any. bond fiirnislied in connection with ihis contract becomes: ‘unacceptable to the Government of if any ‘sueh surety fails to. furiish reports as to his financial: condition from timé to time ds. requesied by the Government, the Contractor shall promptly furnish such additional Security as may be required from time to time. to:protect the interests of the. ‘Government and of persons supplyitig labor or materials in the’ prosecution ofthe work conten:plated by this. contract. 10. EXAMINATION OF RECORDS (The following: clause is applicable if the amount of this contract exceeds $1,000,00-and was éntéred into by means of negotiation, but.is not applicable if this contract was énicred into by means’ of formal advertising:) (3) The Contractor that dgrees the Government Comptroller of the WU. S.: Virgin Islands or any of his duly authorized representatives shall, ‘until ‘tle expiration of threc. ‘yeats. after finial payment under this.contiact, havé. access to-and the right. to. examine any directly pertinent books, docuinents, papers; and récords of thé Contractor involving transactions related to this contract. (b) The Contractor further agrees to include in all his subcontracts heretinder’ a. provision to’ the cffect. that the subcontractor agrees that the: Government Comptroller of the. Virgin Islands. or ‘any of his ‘duly adthorized representatives shall, untif the éxpiiation of three years alter final payment under the subcontract, have acecss to and ‘the right to-examine any: directly. pertinent books, documents, papers, and records of such Subcontractor, involving transactions: related to the subcontract. The term "subcontract" as used in this clause excludes (i purchase orders ‘not exceeding $1,000 and (ii) subcoritiactors ‘or purchase’ orders for: public utility services at rates established for uniform applicability to the gencral 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 oné of the following circumstances: - Initials [ c YAS STANDARD: FORM NOP KO-GMS7S- APPROVED: 3-26-73 COMM, OF PROP. & PROG: REVISED: 3218-08 ADDENDUM II GENERAL PROVISIONS (SUPPLY. CONTRACT) 1. DEFINITIONS ‘As Used throughout this contract, the followitg terins. shall liave the meaning set forth’ below: The term “Contracting Officer” means the Cornmissioner of the Department of Property: & Procurement; and the term includes, except. as otherwise provided in the contiact, 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, designs, or: specifications where the supplies to be furnished are.to be specially manufactured for the Government i in accordarice therewith; (i) 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 requiréd for; the’ pertormaiice. of any part of the work under this contract, whether changed or not .changed- by any such order, an ‘equitable adjustment shall bé made in the conitact price or delivery schedule, or both, and the cojitract shall be modified in writing accofdizigly, Ariy-claini by the contractor for adjustment ‘under this clause miust 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 sueh action, may receive and act upon any ‘such claim asserted at any timé prior to final payment under this contract, Where the cost of property trade obsolete or excess as a‘result of a change is included in the Contractor's claitn for adjustment, thé. Contracting Officer shall have the right to prescribe the manner of disposition. of such property, Failure to ‘agree 10 any adjustinent shall be-a. dispute concerming a question of fact within. the meaning of the clause of this contract entitled "Disputes:" However, nothing in this clase sliall excuse. the Contractor from proceeding with the conttact.as chan ged. 3. EXTRAS Except as otherwise provided in this-contract, no, payment for extras-shall be made unless such extras and. the price: thereof have beesauthorized 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 inless such variation has been caused by conditions of loading,. shipping, packing or allowances in manufacturing processes, and then» -only to- -the extent, if any, specify elsewhere in this contract.. S023PNRCC21 (TCIL) ‘inclidés intermediate-assemiblies, and end products} shall be subject to Contractor promptly after 5. INSPECTION (ay All supplics (which term throughout this ‘clause without limitation raw .materiils, components, inspection arid test by the Government, to.the extent practicable. “at all tinies‘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 ih conformity with tlie requirements of this contract, the Goveriiment'shall have the right either’ to. reject. them (swith 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.bé removed or, if petmitted of required by the Contracting. Officer, ‘corrected jn plkice by -and. at the expense of the notice, shall’ not thereafter be tendered “for acceptance unless the. former rejection or requirement of cortection is disclosed: If the-Céntractor fails: proinptly to remove such supplies or lots of:supplies which are required to be removed, or ptoinptly to replace: or ‘correct such supplics or lois: of supplies, the Government either (i} may by conttact: or otherwise replace or correct such ‘supplies atid charge to the Contractor the cost cecasionéd the Government thereby, or (ii) may terminate’ this contract for ‘default as pro- vided in the clause of this contract entitled *Defauli.” Unless the Contractor corrects-or replaces such Supplies Within the delivery schedule, the Contracting Officer may‘ requite the delivery of such supplies at a reduction in. price which is cquitabie under the: circumstances. Failure to 2 Agree to such feduction of price: shall be a. dispute concerning: a’ question of fact within. the imeaning of the clause of this contract entitled "Dispuités.” (c) If any change inspection or test- igs made by the Government on the. premises of the Contractor or a subcontractor, the Coniractor without additional charge shall provide reasonable facilities and assistance for the safety. and convehiénce of the ‘Government inspectors. in the performance of their duties. If Government inspection or test is made at a poisitt other than the premises of the Contractor oc a subcontractor, it shall be at. the. expense of the Government except as otherwise provided i in this contract: Provided, That in case: of rejection the Goyernment, shall not be liable for ally reduction: in vale of samples used in :connection ‘with such inspection. or test..Al 1 inspections.and tests by the Government shall be performed:in such a manner as not to unduly delay the work, The: Government reserves 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 thé Contractor or when reingpection or retest Initials MC