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GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES pene | ees DEPARTMENT OF PROPERTY AND PROCUREMENT SUPPLY CONTRACT No. SO28DHSC19 (CM) a This AGREEMENT made this oa day of Lyte? 2019 forthe. Janitorial Services for the Department of Human Services (DHS) for the District of St. “GOVERNMENT”, and Old Hospital Ground Investments, Inc. dba Carpet Masters (an individual[ )), (a partnership[ ]), (joint venture[ ]),(a corporation [ X ]), (incorporated in the state of [ X ]) (Territory of St. Croix, United States Virgin Islands), doing business as Old Hospital Ground Investments, Inc. dba Carpet Masters whose address is P.O. Box 87, Christiansted, St. Croix USVI_ 00821 hereinafter called the “CONTRACTOR”, Witnesseth: For, and in consideration of the acceptance of the Contractor’s proposal, under Invitation for Bids No. IFB017DHSC19 (S) opened on March 5, 2019 and the award of this contract to the Contractor, notification hereof having been made to the Contractor on May 28, 2019 and, in further consideration of the covenants and agreements of the parties herein contained, to be well and truly observed and faithfully kept by them, and each of them, it is mutually agreed between the parties as follows: SECTION 1. That for and in consideration of the price or prices and agreement in this proposal hereto attached and made a part of this Contract, the said Contractor agrees to furnish and deliver any or 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 June 10, 2019 and shall terminate on June 9, 2020, unless mutually extended or terminated by the parties. The services under this contract shall be for a period of One (1) year with a renewal option for a period of One (1) year. No alterations or variations of the terms of the proposal shall be valid or binding upon the Government unless made in writing and approved by the Government. S028DHSC19 (CM) 1 Initials © . SECTION 4. This Contract will remain in force’ for the full period specified and services of termination shall be satisfactorily delivered and accepted and/or until all terms and conditions have been met, unless: (a) __ terminated prior to expiration by satisfactory. delivery against orders of entire quantities contracted for; or (b) extended upon written authorization of the Government.and accepted by the Contractor, to permit ordering of unordered balances or additional quantities at contract price or ‘prices and in accordance with the contract terms. SECTION 5. Failure of the Contractor to delivet within the time. specified, or within a reasonable time as interpreted by the Government, or failure to. make replacement of rejected. services when so requested, immediately or as directed by the Government, will constitute authority for the Goverment to purchase in the open market to replace the commodities rejected or not delivered. The Government reserves the right to authorize immediate purchases in the open market against rejections on this contract when necessary. On all such purchases, the Contractor agrees promptly to reimburse the Government for excess costs occasioned by such purchases. Such purchases will be deducted from contract quantities. However, should public necessity demand it, the Government reserves the right to use or consume commodities delivered which are substandard in quality,. subject: to an adjustment in price to be determined by the Government. SECTION 6. By execution of this.contract, the Contractor certifies that it is eligible to receive contracts awarded using federally appropriated funds and that it has not. been suspended or debarréd from entering into contracts with any federal agency. The Contractor shall include this provision in each of its subcontracts hereunder and ‘shall furnish its subcontractors: with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT.” In the event the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor’ agrees that it shall not be entitled to payment for any work performed under this contract or any subcontract and that.the Contractor or subcontractor shall promptly reimburse. the Government of the Virgin Islands. for any progress, payments heretofore made. SECTION 7. Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon. or against the Government of the Virgin Islands, or any officer, department, board, commission, or other agency thereof, knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that-making such a false,, fictitious, or fraudulent claim is an offense under Virgin Islands law. SECTION 8. Conttactor acknowledges that this Contract is funded, in whole or. in part, by federal. funds. Contractor warrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to. be false, fictitious, or fraudulent. Conitractor acknowledges that making sucha false, fictitious, or fraudulent claim is a federal offense. $028DHSC19 (CM) 2 Initials, This Contract shall become effective immediately upon and as of the day of signature by the Parties hereto. IN WITNESS WHEREOF, the parties to these presents have executed this CONTRACT in eleven (11) counterparts, each of which shall be deemed an original, in the year and day mentioned in the first paragraph. Witnesses: GOVERNMENT OF THE VIRGIN ISLANDS by Cue 628 i es By: Anthony I). Thomas Date Commissioner Designee es {Vw Mee , Department of Property and Procurement Witnesses: CONTRACTOR 8 RE SPB YSY/9 wih eh eee seen ee eee By: PA bem Date President i a ry Old Hospital Ground Investments, Inc dba Carpet Masters (Corporate seal, if Contractor is a corporation) S028DHSC19 (CM) Initials ——<—— cs ADDENDUM I Government of the Virgin Islands of the United States Department of Human Services Division of Family Assistance SCOPE OF WORK for Janitorial Contract FY’ 2019 The Division of Family Assistance (DEA) is requesting cleaning services far its building located at 4102 Mars Hill. Frederiksted. VI. The building is 30.000 square tect and include: 30 offices. 20 bathrooms. 2 main lobbies. | lounge. 2 kitchenettes. 3 main work floors with a total of 35 cubicles. and | video conference roam. The Division is requesting the following: 1. Atleast two (2) persons to perform cleaning daily Monday through Friday between the hours of 7:00 aun. through 4:00 p.m. 2. Atleast two (2) persens to pertorm eleaning daily Monday through Friday between the hour of 6:00 p.m. through 9:00 p.m. The Division will supply toiletries such as: toilet paper. paper towels. hand soap. and hand sanitizers. Ibe Division will supply the company with two mops and buckets. two brooms, two dustpans. and a secure place to keep all supplies and equipment. The cleaning company is expected to provide all other cleaning supplies and equipment necessary to complete tasks. Daily Task Assignments by Sections: Bathrooms - Sweep and Mop all floors - Sanitize and disinfect twilets and urinals. mirrors. sinks and other fixtures - Sanitize and disinfect all door knubs and stall handles - Empty and dispose of all trash in bathrooms Lobhies (General Areas) - Sweep and Mop all floors - Sanitize and disinfect all chairs. fiumiture. water dispensers. and counters - Sanitize and disinfect all counters and glass surtaces to include doors. handles and knobs - Empty and dispose of ull trash in lobby areas Offices and Cubicles (open work floor) - Sweep and Mop all floors - Clean the top of hutches im each cubicle - Sanitize and disinfect water dispensers - Dispose of all trash in offices. cubicles (open work floor) S028DHSC19 (CM) 1 Initials ~-27 DFA Scape af Work- Cleaning Contract FY" Joi9 Lounge & Kitchenettes - Sweep and Mop all floors - Sanitize and Disinfect Chairs and [ables ~ Sanitize and disinfect water dispensers - Dispose ofall trash Video Conference Room - Vacuum Carpet 2-3 times per week - Shampoo Carpet every 3 months - Sanitize and disinfect glass door and handle - Sanitize and disinfect water dispensers - Dispose of all trash Cleaning of Windows (Once A Week) - All windows and ledges on the front-tace of the building should be cleaned at least once a week. - All windows surrounding the Employees Lounge should be cleaned at least once a week. Cleaning of Elevator - Elevator should be cleaned and mopped daily, This includes scrubbing and buffing the flooring every three months. Submitted By: a Cates saatae Approved By: 4202S E-.Lse, Wanda L. Dowling ¢ Natalie L.. Bailey Office Manager Administrator (Gary A. Smith Director - MAP Fite Nha Po bay f i aa mite tent * ta ”. Ftit y. fgg prone Walrranc Ovens ate Vp stent S028DHSC19 (CM) 2 Initials_ . STANDARD FORM NO. P &-P-GP-15-73 APPROVED; 326-73 .COMM, OF PROP: & PROC, REVISED- 3-18-08 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 Department. of Property &. Procurement; and the term includes, except as. otherwise provided in the contract, the authorized representative of the Contracting Officer acting within the limits of his authority, The Contracting Officer may at any time, by a written ordet, 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 in: accordance therewith; (ii) method: of: shipment or packing; and (iii) place of delivery. If any such change causes an increase or decrease in the cost of, or the time required ‘for, the performance of any part.of the work under this contract, whether changed or not changed by any-such order, an equitable adjustment shall be miade in the contract price or delivery schedule, or both, ‘and the contract shall. be modified in writing accordingly. Any claim by:the contractor for adjustment under this clause must be asserted-within 30 days from the date of receipt by the Contractor of the notification of change: Provided, however, That the Contracting Officer, if he decides that the facts. justify such action, may receive-and act upon any such claim asserted at any titne 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 Contractot's claim for adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of such property. Failure to agree to any adjustment-shali be.a dispute concerning a question of fact within.the meaning. of the clause of this contract entitled “Disputes.” However, nothing, in this. clause shal] excuse the Contracior from proceeding with the contract 'as:changed. 3. EXTRAS Except.as otherwise. provided in this contract, no. payment for extras shal] be nade unless such_extras and the price thereof have beéh authorized in writing. by the Contracting Officer. 4. VARIATION IN QUALITY No variation in the quantity of any item called for-by this contract will be accepted unless such. variation has’ ‘been caused by conditions of loading, shipping, packing or allowances in manufacturing processes; and then only to the extent, if any, specify elsewhere in this contract. S028DHSC19 (CM) 5. INSPECTION. (a) All supplies (which -term throughout this. clause includes without. limitation raw materials, components,. intermediate assemblies, and end products) s shall be. subject to inspection and test: by the Government, to the extent practicable at all times. and ‘places. including the period of manufacture and’ in any event prior to acceptance. (b) In‘case any supplies or lots-of supplies aré 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 fots of supplies which have been rejécted-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 noticé, shall not thereafter be. tendered for acceptance unless. the former rejection or. requirement of correction is disclosed. If :the- Contractor: fails promptly to remove such: supplies or lots of supplies which. are required to be temoved, or promptly to replace or correct such supplies or lots of supplies, the Government either (i) may by contract of otherwise replace Gr correct stich supplies and charge to. the Contractor the cost occasioned the Government thereby, or (ii) may terminate this contract for default-as pro- vided in the clause of this contract entitled “Default:" Unless the Contractor corrects or replaces such supplies within the delivery schedule, the Contracting Officer may require the delivery of such supplies at a reduction in price which is equitable under the circumstances. Failure to agree. to. such reduction of price shall be a dispute concerning ‘a question of fact within, the: meaning of the clause of this contract erititled "Disputes." {c) If any change . inspection or test is made _by the Government on ithe premises of the Contractor or a subcontractor, the Contractor without additional charge shall provide reasonable. facilities and assistancé for the safety and convenience of the Government inspectors in the performarice of their 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: shal! not be liable for any reduction in value of samples used in connection with such inspection or test. AIT inspections and tests. by the Government shall be performed insuch a manner as not fo 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 the Contractor or when reinspection or retest Initials & 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 inspect and accept or reject supplies shall neither. relieve the Contractor: from responsibility for such supplies as are not. iin accordance with the.contract requiterhents nor impose liability on the Government therefor. {d) 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 cotitract requirements which may be discovered prior to acceptance. Except as. otherwise provided in this contract, acceptance shail be conclusive except as regards latent defects, fraud, or’such-gross mistakes as‘amount to fraud. (é)- The Contractor shall provide and ‘maintain an inspéction. 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 othérwise provided. in thie contract, (i) the Conitractor: shall be responsible for the supplies covered by this contract until they are delivered at the-designated delivery point, regardless of the point’ of inspection; :(ii) after delivery to. the: Government at the designated point and prior to acceptance by the Government or rejection.and giving, notice thereof by the. Government, the Government shall be responsible for the 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 Government. shall be responsible for the loss, or destruction of, or damage to the supplies only if such loss, destruction or damage results from the gross: negligence of officers, agents, or. employees of the Govertiment 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. Untess otherwise specified, payment will be made.on partial deliveries accepted: by the Goverment wher 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 excéed: either $1,000 or 50 percent of the total amount of this contract. 8 ASSIGNMENT OF CLAIMS (a) Pursvant.to the provisions. of the Assignment of Claims Act.(5 VIC. 1201 et. seq.}.if this. contract provides for payments aggregating $1,000 or more; claims -for. moneys due or. to become due to thie Contractor ‘from. the Government under this SO28DHSCI9 (CM) 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. such: institution. Any such assignment or reassignment shall cover all amounts payable under this contract and not already paid, and shall not be made to:more-than one party, except that any such assignment or.reassignment may be made to ohne party as agent or ‘trustee for two of more partiss participating in such firiancing. Unless otherwise provided in this contract, payments. to an assignee of any moneys due or to become due. under‘ this contract shall not, to the extent provided in said Act, as amended, be subject to reduction or set-off. 9, ADDITIONAL BOND SECURITY If any surety upon any bond furnished in connection with this contract becomes unacceptable to the Government of if any such. surety: fails to fisrnish reports as to his. financial condition “from time :to tinie as requested 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 supplying labor. or materials in the prosecution of the work contemplated by this contract. 10. EXAMINATION OF RECORDS (The following clause is applicable if the amount of this contract exceeds $1,000.00 and.was. entered into by means of negotiation, but is not applicable if this contract was entered into by means of format advertising.) {a) The. Contractor agrees that the Government Comptroller-of the U. S. Virgin Islands or- any of his duly authorized representatives shall, until the expiration of: three years after final payment: under this contract, have accéss io 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 include in alk 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 10 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). subcontractors or purchase orders. for public utility services at. rates established for uniform applicability:t0 the general public. 11. DEFAULT (a) The Government thay, 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 CG _. STANDARD FORM NO. P & 2-GP-15-73. APPROVED: 3-26. “73 COMMLOF PROP. & PROC, (i) if the. Contractor fails to. make delivery of the sup- plies or to perform the services within the time specified herein -or any: extension thereof} or (ii) if the Contractor fails to perform any of the other. -provisions of this contract,.or so fails to inake progress as to endanger performance of this contract in accotdancé: with its terms,.and in‘either of these: two circumstatices does not cure such failure within.a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice:from the Contracting Officer specifying such failure. (b) In the event the Government terminates this contract in whole orin 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. thé performance of this. contract to“the extent. not “terminated urider the provisions of this clause. (c} Except with respect to defaults of subcontractors, the Contractor shail 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 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 contractural capacity, fires, floods, epidemics, quarantine restriclions, 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 ofa subcontractor, ‘and: if such default arises out of causes’ beyond the contro! of bath the Contractor-and subcontractor, and with- out the: fault or négligence: of either of them, the Contiactor 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 ftom other sources in sufficient time ‘19 permit the Contractor to meet the required delivery schedule. (d) If this contract is terminated as provided i in paragraph (a) ofthis clause, the: Government, in addition to: any other rights provided in this clause; may require: the Contractor to transfer title and deliver to the Government, in the manner and to. the extent directed by the Contracting Officer, (i) arty completed supplies, and (ii) such partially completed supplies and .materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called “manufacturing, thaterials”) as the Contractor has specifi cally produced or spécifically acquired for.the performatice of such part of this conti‘act as has been terminated; and the Contractor shall; upon. direction of the’ Contracting Officer, protect and preserve. property in possession of thé Contractor in which the Government: has an interest. Payment for completed supplies delivered to. and accepted by: the Government. shail be at the contract price. Payment for manufacturing. materials detivered to and’ accepted by. the Government and for the protection and preservation of property shall be in'an amount agreed upon by the Contractor arid Contracting Officer; failure.to agree.to-such’ -3- $028DHSCI9 (CM) 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 manufacturing materials such sum as the Contracting Officer determines to be necessary. to protéct the Government against loss because. of outstanding liens or-claims of former lién holders. (e) If, after notice of termination of ‘this contract under the provisions of this clause, itis determined for any reason that the Contractor was not in default under the ‘provisions of this clause, or that the default was excusable: under the provistons. of this clause, the rights and obligations of the parties shall, if the contract contains. a clause providing for términation 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 contract under thé provisions of this clause, it-is determined for any reason that the Contractor ‘was not in default under the provisions-of this clause, and if this contract does not contain a clause providing for 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 shall be.a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." (f) The righis and remedies of the Government provided in this clause shalt not be exclusive arid are in addition to any other rights and remedies provided by law or under this contract. 12. DISPUTES (a) Except.as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by. agreement shall-be. decided by the Contracting Officer, who shall reduce his decision to: writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall be final and conclusive. unless, within 30 days from the. date. of receipt .of such copy, the Contractor mails or otherwise: furnishes to the Contracting Officer a written appeal addressed to the Attorney General. The decision of the Attorney General or his duly authorized representative shall he final and. conclusive untess 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 hereunder, the Contractor’ shall proceed diligently with the performance. of the. contract and in accordance with the Contracting Officer's decision. {b) This "Disputes" clause doés not. preclude’ consideration of law quéstions.in connection: with decisions provided for in paragraph (a) above:- Provided, That nothing in this -conttact shall be construed a£ making final the decision of any administrative official, representative, or board on a question of law. ‘Initials 22. siti, STANDARD FORM NO. P & P-GP-15- 73. APPROVED: 3-26-73 COMM. OF PROP. & PROC, 13. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT The provisions of this clause shall be applicable only if the amount of this contract.exceeds $10,000. (a) The Contractor shall report to the Contracting Officer, promptly and in reasonable’ written detail, each notice or claim of patent or copyright infringement based on the performance of this contract of which the Contractor has knowledge. (b) In the event of. any claim or suit against the Government on account. of any alleged patent or copyright ‘infringement arising out of the performance of this contract or out of the use- of any-supplies furnished or work or services performed here- under, the Contractor ‘shall furnish to the Government when requested by the Contracting Officer, all evidence and in- formation in possession of the Contractor pertaining to such suit or Claim. Such evidence 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 (4f U.S. Code fQafid) provides that the Government give preference to domestic source end products: For the purpose of ‘this. clause: (i) "components" means those atticles, materials, ‘and sup~ plies, which are directly incorporated i in the end. products; (ii) "end products" means. those: articles, materials, and supplies, which are to be acquired under this contract for public use; and (iii). "a domestic source end. product” means (A) an. un- manufactured end 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. .aré mined, ‘produced, or manufactured in the United States exceeds 50: percent of the cost.of all its:componénts. For the purposes of ‘this (a) (iii) (B), components of foreign origin of the same type or kind as the products referred to in (b) (ii) or Gti) 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; S$028DHSC19 (CM) (i) which are for use outside the United States; (ii) which the Government determines are not mined, produced, or manufactured i in the United States in sufficient and reasonably: available commercial quatitities and of a satisfactory quality; (iti).as to which the Secretary determines the ‘domestic. preference to be inconsistent with-the public interest; or (iv) as to. which the Secretary ‘determines the. cost to. the Government te be unreasonable. (The foregoing requirements are administered in accordance with Executive Order No. 10582, dated December 17, 1954.) 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.. 15. 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 contract, or to any benefit. that may arise therefrom, but this provision shall not be construed ‘to. éxtend 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 employéd or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employecs or bona fide established commercial or selling agencies maintained ‘by the Contractor for the purpose of securing business. For breach or violation of this warranty the Government shall have the right to.annul this contract without Siability or in its discretion to deduct from the contract price or consideration, or otherwise. recover, the: full -amount of such commission, percentage, brokerage, or contingent fee.. @. Initials_ €- ae See STANDARD FORM NO: DPP - TC-54-75 APPROVED 10-2-74 -COMMISSIONEER.OF DPP -REVSIED 3-18-08 ADDENDUM IV TERMINATION OF CONTRACTS 0 CONVENIENCE OF THE GOVERNMENT (a) The performance of work under this contract may be 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 Government. Any such termination shall be effected by delivery:to the Contractor of a Notice of Termination specifying the extent to which performance by delivery to the Contractor of a Notice of Termination. specifying the extent to which performance of work under the contract is.terminated, and the date upon which such termination becomes effective. (b) After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer, the Contractor shall: (i) stop work under the contract on the date and to the extent specified in the: Notice of Termination; (ii) place no further orders or subcontracts for materials, services of facilities,. except as may be necessary for completion of such portion. of the work under the contract as is not terminated;. (iii) terminate all orders and subcontracts to.the extent that they relate to the performance:of work terminated. by the Notice of Termination; (iv) assign to the Government, in the manner, at the times, and to. the exterit directed by the Contracting Officer, all of the right, title, and interest of the. Contractor unde? the orders and subcontracts so terminated, in which case. the Government shal] have the right, in its discretion, to settle or pay any or all clainis arising out of the. termination of such orders and subcontracts; (v). settle: all outstanding fiabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Contracting Officer, to the extent, he may require, which. approval or ratification shall be final for all the purposes of this-clause;. (vi) transfer title ad deliver'to the Government in the manner, at the times, and to the extent, if any, directed by the Contracting Officer (A) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as a part of, or acquired in connection with the $028DHSC19 (CM) -1- initials @2- ‘STANDARD. FORM NO. DPP — TC-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, ahy property of the types referred to in (vi) above; provided, however, that the Contractor (A) shall not be requiréd 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, inthe form and. with certification prescribed by the Commissioner of Property and Procurement. Such claim shall be submitted promptly but in no‘event later than one year from the effective date of termination, unless one or more extensions in writing are granted by the Commissioner of Property and Procurement, upon request of the.Contractor made in writing within such: one year period or. authorized extension thereof. However, if .the Commissioner of. Property and Procurement determines that the facts justify such action, he may receive. and act upon failure of the Contractor to- submit his termination claim within the time allowed, the Commissioner of Property and Procurement may determine, on the basis of information available to him, the amount, if any, due:to the Contractor by any reason of the termination and shall thereupon pay to the Contractor the amount so-determined. (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 bé 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 $028DHSC19 (CM) -2- Initials STANDARD FORM NO, DPP - 1C-54-75- APPROVED 10-2-74 COMMISSIONEER OF DPP REVSIED 3-18-08 terminated. The contract shall be amended accordingly, and the Contractor shall be. paid the-agreed amount. Nothing in paragraph (e) of this clause, prescribing the amount to be paid tothe Contractor in the event of failure of the Contractor and the Commissioner of Property and Procutement to agree upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this clause, shall be. deemed to limit, restrict or otherwise determine or affect the amount or amounts which may be agreed to be paid to the Contractor pursuarit to thisparagraph (d): (i) for completed supplies, materials and equipment or services accepted by the Government (or sold or acquired. as. provided in paragraph (b) (vii) above) and not theretofore paid for, a sum equivalent to the aggregate price for such supplies or services computed. in accordance with the 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 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 (ili) the reasonable costs of settlement, including accounting, legal, clerical and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect tothe 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. 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