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GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES ---- 0 ---- DEPARTMENT OF PROPERTY AND PROCUREMENT SUPPLY CONTRACT No. S018VINGC19 (RTE) This AGREEMENT made this __ /S aan day of Te 2019 for the Pest Control Services for the Military Facilities for the Vi in Islands National Guard (VING) for the District of St. Croix, U.S.V.I. by and between the Government of the Virgin Islands, hereinafter called the “GOVERNMENT”, and REAL TECH EXTERMINATING (an individual[ X ]), (a partnership[ ]), Goint venture[ ]),(a corporation [ ]), (incorporated in the state of [ X ]) (Territory of St. Croix, United States Virgin Islands), doing business as Real Tech Exterminating whose address is P.O. Box 7368, Christiansted, VI 00823 hereinafter called the “CONTRACTOR”, Witnesseth: For, and in consideration of the acceptance of the Contractor’s proposal, under Invitation for Bids notification hereof having been made to the Contractor on April 30, 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 Work (Addendum J) 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 May 20, 2019 and shall terminate on May 19, 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. SOISVINGC19 (RTE) 1 Initials Ff, SECTION 4. This.Contract will remain in foree 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, inless: (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 spetified, 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 Govemment 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 usifig 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, commission, or other agency thereof, knowing ‘such claim to. be false, fi ictitious, ‘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. Conttactor 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. SO18VINGC19 (RTE) 2 Initials Fed Parties hereto This Contract shall become effective immediately upon and as of the day of signature by the 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 pr S. “3.73 ee i ee ray Al ‘Anthony /D . Thomas Date ee ul Nominee Department of Property and Procurement Witnesses CONTRACTOR J 5| ishe Tee eee eee eee ee See e eee eee By Franklin Marte Date Owner ee re i ee ee ed Real Tech Exterminating (Corporate seal, if Contractor is a corporation) S018VINGC19 (RTE) Initials Ful ADDENDUM I Scope of Work for ‘Pest ‘Control at the ‘Virgin Islands National Guard’s. Estate Bethlehem Military Compound, Army Aviation Operations Facility (AAOF), Sprat Hall Military Compound, and Ham’s Bluff Military Compound. St. Croix, United States Virgin Istands SW 1-01 SCOPE: Furnish all materials, tools, supplies, equipment, labor and professional supervision to complete all of the required tasks necessary for a pest control program at the Virgin Islands. National Guard’s (VING) facilities on the island of St. Croix, United States Virgin Islands (USVI): SW 1-02 LOCATION: Sites of work are the Estate Bethlehem Military Compound, Army Aviation Operations Facility (AAOF), Sprat Hall Military Compound, and the Ham’s Bluff Military Compound, St. Croix, USVI. SW_1-03 WORK TO BE ACCOMPLISHED: Work to be accomplished includes, but is. not limited to, the following: 1. Begin with a property-wide. inspection and monitoring, using both monitoring devices and visual inspection: Use the monitoring results to design an Integrated Pest Management (IPM) plan for the property. This plan will be updated at least.annually along with monitoring results. The following components should be included in the IPM plan: A. Management Objectives: Identify. key pests to be controlled, level of control desired (thresholds), and afeas of the facility requiring special attention. Include a‘clear understanding of all guarantees, exclusions, and limitations, including the definitions of high-, medium-, and low-inféstation. B.. Communication and Accountability System: Designate contact people and alternates at the contractor’s company. Set up.a procedure for the coiitractor to report maintenance. or pest. prevention needs to the VING Construction and Facilities. Management Office (CFMO). €. Schedule of Service: Describe the expected schedule and duration of service visits required to meet VING’s objectives. Except as. otherwise agreed upon, all work at the VING properties under: this contract will be performed between 8:00 a:m..and 4:00 p.m. Monday to-Friday, except Federal and Territorial holidays observed by the VING, and should not interfere with daily VING operations. Arrangements to work at different times or days must be coordinated ‘through the CFMO in order to gain access to the facility. - Monitoring Program: The contractor shall describe methods and procedures:to be used for a) identifying sites. of pest harborage and access; and b) assessing, pest populations throughout the term of the contract. This information. must include general locations .of common. area monitoring traps and.responsibilities for routinely checking the traps. Differetices in pest levels associated with seasons and. preventive action should be addressed. As a general rule, S018VINGC19 (RTE} 1 Initials FZ Virgin Islands National.Guard: Scope of Work Pest Control pesticides should not be applied'unless monitoring indicates the presence of pests in that specific area. E. Description of IPM Methods and Products: Summarize non-chemical IPM methods proposed and choose pest management strategies that are: Least disruptive of natural controls; Least hazardous to human health;. Least toxic to non-target organisms; Least damaging to the environment; Most likely to. produce a permanent reduction of the pest population; Easiest to carry out effectively; and Most.cost-effective over the short-and long term. - Do not apply pesticides inside. or outside unless visual inspection or a monitoring device indicates the presétice. of pests‘in that specific area. - Control rodents inside buildings only with trapping devices. All‘such devices shall be concealed from view, where possible, being placed in protected areas unaffected by routine cleaning and other operations. Check trapping devices on.a'schedule approved by the CFMO. The contractor is responsible for disposing of all trapped rodents ‘and-all rodent carcasses in an appropriate manner. - Use portable:vacuums rather than pesticide sprays for initial cleanouts of cockroach infestations, for swarming (winged) ants and termites, and for control of spiders.in webs. - Bait formulation: shall be the standard pesticide technology for cockroach and ant control, with alternate formulations:restricted to unique situations where baits ate not practical. - The contractor shall apply ail insecticides as “crack and crevice” treatments. only; defined.in this.contract as treatments in which the formulated insecticide is:not visible to.a bystander during or after the application process. - List EPA-approved pesticide products proposed for'usé inthe’ program together with the rationale, proposed methods of use, aid methods: planned to minimize exposure. For each pesticide, list the product name, EPA registration number, pest(s) targeted, and where pesticide will be applied (e.g. indoors, in wall voids, or outside). F. Desirable Structural or Operational Changes: Identify pest-proofing activities or modification ‘of staff operational methods or timing that would improve ‘pest management efforts (e.g. caulking around pipes). G. Record Keeping System: Describe:data to be collected and provide a sample monitoring form designated to track data on pest location, populations, harborage, trends in populations, status. of previously suggested pest exclusion and: prevention measures for which facility staff are. responsible, and other. relevant information. Department of Défense (DD) Form’ 1532-t ora similar form should be used for record keeping. SO18VINGC19 (RTE) Initials 267 Virgin Islands National Guard Scope of Work Pest Control SW 1-04 COMMITMENTS: The Contractor must commit to providing qualified, professional pest management personnel (PMP) who: 1. Will not distribute or sell pesticide products to staff and/or employees; 2. Will not store any pesticide product in the buildings specified in this contract; 3. Understand current practices in this field and have experience providing pest control services in residential and office environments; 4, Conduct themselves in a professional manner, with minimal noise and disruption; 5. Cooperate with building occupants to assure the progress of this work: 6. Have good communication skills and will speak with staff that are present during a visit. It is expected that PMPs will make an effort to obtain pest sighting information from staff and educate them on IPM techniques; 7. Maintain certification as a Commercial Pesticide Applicator in the category of residential and institutional pest control services; 8. Wear a distinctive uniform that has the contractor’s name easily identifiable, affixed in a permanent or semi-permanent manner while working at VING-owned or leased properties; 9. Use additional personal protective equipment required for safe performance of work as determined and provided by the contractor that, at a minimum, conforms to Occupational Safety and Health Administration (OSHA) standards for products being used; 10. Use only contractor vehicles identified in accordance with local regulations; 11. Observe all safety precautions throughout the performance of this contract. Certain areas within some buildings may require special instructions for persons entering those areas; 12. Will comply with all VING regulations as are applicable during the time spent on VING property; 13. Obtain building passes, if needed; and 14. Take all necessary precautions to ensure staff safety and all necessary steps to ensure the containment of the pesticide to the site of application. SW 1-05 TERM: A. This contract will be in effect for an initial period of twelve (12) months. Upon agreement of the parties, the contract may be extended for additional optional 12-month periods. B. The contractor and its employees shall be subject to, and shall at all times conform with, any and all rules, regulations, policies and procedures pertaining to security at the VING facilities. Any violations or disregard for the rules, regulations and policies may be cause for immediate termination of the Contractor. The Contractor and its employees shall at all times produce and display picture identification identifying the individual as an employee of the contractor. C. The contractor shall obtain the signature of the facility representative upon completion of the service. The receipt shall be submitted with each invoice. D. The contractor shall submit an invoice at the end of each month. Invoices and supporting documents shall be submitted to otag-info@otag.vi.gov. E. The invoices shall be itemized with the names and amounts for each facility. S018VINGC19 (RTE) Initials -u/. Virgin Islands National Guard “Scope of Work Pest Controi F. The.contractor shall provide a monthly rate for each facility Army Aviation, Sprat Hall, Hams Bluff, and Bethlehem Compound. The Bethlehem Compound will be further broken down as RTI, USPFO, CSMS, FMS #1, JFHQ and 104" TC. SW _ 1-06 SUSPENSION OF PERFORMANCE IN CASE OF EMERGENCY: A. In the event of a natural disaster-or other emérgency affecting operations at any facility covered by. this statement of work, the VING, upon its sole discretion, may notify the. contractor that performance of work at that facility is wholly or partially suspended until further notice. B. The-VING shall compensate the contractor for any services provided up to the date of suspension of performance. C. The VING shall notify the contractor when sérvices-are-to be reinstated and allow a teasonable mobilization period prior to resumiption of performance. SW 1-07 SAFETY: Safety requirements shall be in accordance with all Federal and Territorial laws.and codes. The current Department of Labor safety and health regulations will govern the overall job safety program. SW 1-08 ENVIRONMENTAL: A. The Virgin Islands National Guard (VING) has instituted an environmental Management System (eMS) Policy. Its aim is to implement and communicate long-term goals for environmental protection, improvement and stewardship. This will be achieved through continuous monitoring, assessing, reviewing and approving our envirommiental objectives and targets. B. All personnel - military, civilian workers, contractors.and visitors - doing business with VING must.conform to thé eMS protocols in and around VING facilities and training-areas. Embodied in the Adjutant General’s eMS Policy is the requirement to adhere to, and comply with, all Environmental, Federal, Territorial, Department of Defense and VIARNG laws, rules, regulations -and policies. SOL8VINGC19 (RTE) | nitials uf STANDARD FORM NO. P & P-GP-15-73- APPROVED: 3-26-73 COMM. OF PROP. & PROC. REVISED: 3-18-G8 ADDENDUM III GENERAL PROVISIONS (SUPPLY CONTRACT) 1. DEFINITIONS © . As Used throughout this contract, the following terms shall have the meaning set forth below: The term “Contracting Officer” means the Commissioner of the Departinent of Property &. Procurement; and the term includes, except as otherwisé provided in the. contract, ‘the authorized representative of the Contiacting 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 genera] scope of this contract, in anyone or more .of the following: (i) Drawings, designs, or specifications: where the suppliés 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 o¢ décrease. 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 shall be modifi ed 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 receive and act. upon any such. claim.asserted at any time prior 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 td any adjustment shall bea dispute conéerning a question of fact within the méaning 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 shall be made unless such extras and the price thereof liave 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 beeri 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: SO18VINGC19 (RTE) -l- 5. INSPECTION (a) All supplies (which term throvghout this clause includes without limitation raw materials, comporients, 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 Jots 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:béen 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 unless. 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 Governinent thereby, or (ii) may. terminate this contract for default .as: pro- vided in the clause of this contract entitled "Default." Uniess the Contractor corrects or replaces such supplies within the. delivery schediile, ‘the Contracting Officer may require the delivery of such supplies ata reduction in price which is equitable under the circumstances. Failure to agree to such reduction of price shall be~a dispute. coficerning a question of fact within the meaning of the clause of this contract entitled. "Disputes." {c) If any change inspection or test’ is made by the Government. on the premises of the Contractor or a subcontractor, the. Contractor. without. additional charge shall provide: reasonable facilities and_assistarice for the safety and ‘convenience of the Government inspectors in the performance of iheir duties, If Government inspection or test-is made: 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 shall tot. be liable for any reduction in value. of ‘samples used itr comiéction with such inspection or test. All inspections and tests by the Government shall be performed in sucha 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 ate not ready at the time such inspection and test is requested. by the Contractor or when reinspection or retest Initials Frey. STANDARD FORM NO. P'&-P-GP-15-73. APPROVED: 3-26-73 COMM, OF ' PROP. & 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 inspéct and accept.or reject supplies shall neither relieve the Contractor from responsibility for such supplies : as are. not in accordance with the contract requirements nor 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 otherwise provided in this contract, acceptance shall. be. conclusive except as regards latent defects, fraud,.or 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 performance 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 aré 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. acceptatice ‘by the Goverhment-or rejéction and giving. notice thereof by the Government, the Government shall be resporisible for the loss or destruction of or damage to the supplies: only if such loss, 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 Goverriment shall be responsible for the Idss, 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 specified, payment will be made on partial deliveries accepted by the. Governmerit 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 1201 et. seq.) if this. contract provides for payments aggregating. $1,000 cr-tmore, claims for ‘moneys’ due or to become:.due to’ the Contractor from the Government ‘under this: $018VINGC19 (RTE). such subcontractor, subcontract. The term "subcontract" as used in this clause 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 to any stich institution. Any such assignment or reassignment shall cover al [ amounts payable under this contract arid 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 financing: Unless otherwise provided in this contract, payrnents 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 coritract becomés unacceptable to.the Government of if any, such surety fails to furnish reports as to his-financial condition from time to time as requested by the Government, the Contractor shall promptly furnish such additional security as may be required from time to time to protect tlie interests of the: Government and of persons supplying Jabor or materials in-the prosecution of the work contemplated by this contract. 16. EXAMINATION OF RECORDS (The following :clausé is applicable if the amount of tlits contact exceeds $1,000.00 and was entered into by means of. negotiation, but is not applicable. if this contract was entered. into by means of formal advertising. }. (a) The Contractor agrees that’ the’ Government Comptroller of the U.. S. Virgin Istands 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 right to examine any directly pertinent books; documents, papers, and records of the. Contractor involving transactions related ‘to this contract. (b) The Contractor: further’ agrees to includé in all his subcontracts. hereunder 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, documents, papers, and records ‘of involving transactions. related to :the 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 ihe-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 iF ar STANDARD FORM NO: P & P-GP-15-73. APPROVED: 3-26-73 COMM.: ‘OF PROP, & PROC. (i) if the Contractor fails to make*deliyery: 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 these two circumstances does riot cure. such failure within a period of 10 days” (or.-such longer period as the Conttacting Officer may authorize i 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 a5 provided: in paragraph: (a) of this clause, the Government may procure, upon such terms and in such.manner a8 the Contracting Officer may déém’ 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. perform the contract arises out of causes beyond the control and without. the fault or negligence of the Contractor. Such .cause§ may include, but are not restricted to, acts of God or of the public enemy, acts of the Government in either its sovercign ‘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. 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- 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 thé. Contractor to meet the tequired delivery schedule. (d) If this contract is terminated. as provided i in. paragraph (a) of this clause, the Government, in addition to any. other rights provided in this clause, may requité the Contractor to transfer title and:deliver to the: Government, int the manner and to the extent directed by the ‘Contracting: Officer, (i) any completed supplies, and (ii) such partially completed supplies and materials, parts, tools, dies, j jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called 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.amounts otherwise due the Contractor for :such completed ‘supplies ‘or tmhanufacturing materials such.sum as the Contracting Officer determines to be- necessary to protect the Government against loss because of outstanding Jiens or claitns.of former lien holders. (e) If, after noticé. of termination of this contract under the provisions. of this clause, it is determinéd for any reason that the Contractor was riot in default under the provisions of this clause, or that the. default was excusable under thé provisions of this clause, the rights. and obligations of the parties ‘shall, if the cofitract. contains: a clause providing for termination for convenience of thé Government, be the same as if the natice of termination had been issued pursuarit.to such, clatise. If, after notice of termination of this contract under the provisions of this clause, it is determiiiéd’ 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 termination for convenience: of the Government, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to-any such adjustment shal] be .a dispute. concerning a question of fact within the -meaning of the clause of this contract entitled "Disputes." “manufacturing materials") as the Contractor has: spécifically produced or specifically acquired for the performance of. such. part of this contract as has been terminated; and the Contractor shall, 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 (f} The rights and remedies of the Government provided in 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: quéstion of fact arising under this. contract ‘which is not disposed of by agreement shal] be decided by the ‘Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy. thereof-to thé. 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 Contracting. Officer a written appeal addressed to the Attorney General. The. decision of ‘the Attomey General or his duly authorized representative: 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: ‘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 fiereunder, 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 law questions in.connection with decisions provided for in paragraph. (a} above:- Provided, That nothing in this contract shall be construed af making final the decision of any administrative official, representative, or boatd on a question of law. Initials ae. 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 ammount. of this contract excéeds §. 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 based on the performance of this contract.of which the: Contractor has knowledge. (b) In 'the event of any claimor 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 furnished ot 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 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 U.S. Code 10aiId) 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; {fi} “end products" means those: articles, materials, and ‘supplies, which aré to bé:acquired under this contract for public. use; and (iii) "a domestic source. erid product” means (A) an un- manufactured énd product which has been mined or produced in the United States and (B). an: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)-Giiiy (B), components of foreign origin of the same type or kind as the products referred to in (b} (ii) or (iii) of this Clause shall be treated as components mined, produced, .or manufactured. in-the United. States. (b) The Contractor agrees that there will be delivered under this contract only domestic source end products, except end products; SO01S8VINGCI9 (RTE) (i) which are for use outside the United States; (ii) which the: Government determines are not. mined, produced, or manufactured in the United States in sufficient and reasonably available commercial quantities and of a- satisfactory quality: (iii) ds to. which the Secretary determines the domestic preference to be inconsistent with the public interest: or (tv) as to. which the Secretary determines the. cost~to: tlie Government to’ be unreasonable. (The foregoing requirements are administered in accordance with Executive Order No. 10582, dated Deceniber 17, 1954.) 15. CONVICT LABOR In ‘connection with the performance of work under. 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 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 coritract, or to any benefit. that may arisé therefrom, but this- provision shall not be construed to 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 retained to solicit or secure this contract upon. an agreement or understanding for a commission, petcentage, brokerage, or contingent fee, excepting bona fide employees or. bona fide established commercial or selling agencies maintained by the- Contractor: for the purpose of securing business. For breach or violation of this warrarity the Government shail have the right to annul this contract without liability or in its. discretion to deduct from the contract price or ‘consideration, or otherwise. tecover, the fuil ‘amount of such’ commission, percentage, brokerage, or.contingent fee; Initialsfug _ STANDARD. FORM NO, DPP —‘1'C-54-75- APPROVED 16-2-74 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 terminated 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: Governmierit, 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; (ji) 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 rélate tothe performance of work terminated by the Notice of Termination; (iv) assign. to the Government, in the mariner, 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 terminated, in which case the Government shail have the right, in its discretion, to settle or pay any: orall 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 acquiréd in connection with the ‘S018VINGC19 (RTE) “te Initials Fru STANDARD FORM NO, DPP—T'C-54-75 APPROVED 10-2-74 COMMISSIONEER OF DPP REVSIED 3-18-08 ‘performance of, the work terminated by the 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 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. (c) 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 mote 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. (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 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 SOI8VINGC19 (RTE) -2 + Initials peg STANDARD FORM NO, OPP ~ 'T'C-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 i in paragraph (e) of this clatise, 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 tothe Contractor pursuant to this paragraph (d): (i) for completed supplies, materials and equipment or services accepted by the Government. (or sold. or acquired as provided in paragraph (b) (vil) above) and not theretofore paid for, a sum equivalent to the aggregate price for such supplies or services computed in accordance with the price or ptices specifi ed in the contract, appropriately adjusted for any saving for freight or other charges; (ii) the total of — (A) the costs incurred in the performance of the work terminated, including initial costs and 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. sustained a loss 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 (ii) the reasonable:costs of settlement, including accounting, legal, clerical and . other expetises. 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. ‘SO18VINGC19 (RTE) ~3- Initials FU