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GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES sca (aa DEPARTMENT OF PROPERTY AND PROCUREMENT SUPPLY CONTRACT No. SO019VIPDC19 (CM) - This AGREEMENT made this __! sk dayot — )Vuxy 2019 Croix, U.S.V.I. by and between the Government _of the Virgin Islands, hereinafter called the “GOVERNMENT”, and Old Hospital Ground Investments, Inc. dba Carpet Masters (an individual[ }), (a partnership[ J), Goint 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. IFBO13VPDC19 (S) opened on March 22, 2019 and the award of this contract to the Contractor, notification hereof having been made to the Contractor on April 29, 2019, and, in further consideration of the covenants and agreements of the parties herein contained, to be well and truly observed and faithfully kept by them, and each of them, it is mutually agreed between the parties as follows: SECTION 1. That for and in consideration of the price or prices and agreement in this proposal hereto attached and made a part of this Contract, the said Contractor agrees to furnish and deliver any or all of the services described in the said Invitation for Bids No. IFBQ13VPDC19 (S) and the Scope of 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. $019VIPDC19 (CM) 1 Initials, <2 SECTION 4. This Contract will remain in force for the full period specified and services of termination shall be satisfactorily delivered and.accepted and/or until all terms: and conditions have been met, unless: (a) _ terminated prior to expiration. by satisfactory delivery against orders of entire quantities contracted for; or (b) extended upon written authorization of the Government and accepted by the Contractor, to permit ordering of unordered balances or additional quantities at contract price or prices and in accordance with the contract terms. SECTION 5. Failure of the Contractor to deliver within the time specified, or within a reasonable time as interpreted by the Government, or failure to make replacement of rejected services when so requested, immediately or as directed. by the Government, will constitute authority for the Government to purchase in the open market to: replace the commodities-rejected or not delivered. The Government reserves the-ri ight 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 ptice 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 misrépresents 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. Contractor acknowledges that this. Contract is flindéd, in whole or in part, by federal funds. Contractor warrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. SO19VIPDC19 (CM) 2 Initials. 7” 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 / q ee a ee i ay SRO Z, ~— # By Anthony/D. Thomas Date Commissioner Nominee 7 WA ee { mW) i Lin ere ee Ty Department of Property and Procurement Witnesses: CONTRACTOR SH 3f 9 ee ee ey By _Bernard Cuffy Date A Spe oil President seid age ee l Sbe at A wt ee eee ~$. Old Hospital Ground Investments, Inc dba Carpet Masters (Corporate seal, if Contractor is a corporation) SO19VIPDC19 (CM) Initials —_ — ADDENDUM | Scope of Work WEEKLY: a) Clean, sweep and disinfect (mop) all hard floors surfaces b) Vacuum.all carpet surfaces c) d) e) f) g) Wash and disinfect all bathroom fixtures and surfaces including bathroom floors, counters, commodes, urinals, and shower stall Wash and disinfect all counters and tabletops in the lobby, lounge and or/kitchen areas Dust and polish all desks and equipment surfaces and clean computer monitors Sweep and mop all entry areas including the lobby and waiting rooms Remove and dispose of all trash and debris from wastebaskets and/or other refuse from containers in lobby, offices, office conference rooms, lounges, and bathrooms and any other debris, refuse or trash designated for disposal.. The latter is included, but not limited to, shredded paper, boxes. or other materials from any office, which may be periodically heavy ONCE A MONTH: a) Wash and buff-all hard floor surfaces b) Clean interior glass services, which include interior and exterior glass doors and/or glass panels, of which both sides must be cleaned. Interior windows/blinds consist of windows into. the office walls; interior doors: with glass panels; store front glass doors, including all entrance/exit doors into the.building and glass security screens ** All of the above work is to be performed between 9:00 a.m. to 5:00 p.m. on Government workdays for the Administrative Offices and after 5:00'p.m. on all Government workdays, and/or on weekends and/or holidays for the 24-hour Police. operations (the Commands). SO19VIPDC19 (CM) 1 Initials” <3) STANDARD FORM.NO. P& P-GP-15-73- ‘APPROVED; 3-26-73 COMM, OF. PROP, & PROC. REVISED:'3-18-08 ADDENDUM Ul 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. 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 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, thé performance of any part of the work under this ‘contract, whether changed or not’ changed by any such order; an equitable. adjustment shall be madé 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. time prior to-final payment under this contract. Where the cost of property made obsolete or excess ai a result of a change is included in the Contractor's claim for adjustment, the Contracting Officer: shali have. the right to prescribe: ‘the manner of disposition of such property. Failure to agree to any’ adjustment shall be a dispute concerning a question of fact within the meaning of. the clause of this contract, entitled “Disputes:". However, nothing in this ‘clause. shall excuse the Contractor from proceeding with the contract'as: changed. 3. EXTRAS Except as otherwise. provided in this contract, no payment for extras shall bé made unless such extras and the.price thereof have been authorized in writing by the Coiitracting Officer. 4, VARIATION IN QUALITY. No yariation 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, ‘SO19VIPDC19 (CM) 5. INSPECTION (a) All supplies (which term throughout. this clause: includes without limitation raw. materials, components, intermediate assemblies; and end products).shail be subject to inspection and test by the Government; fo the.extent practicable at all times and places includitig the period of manufacture and in any event prior to-acceptance. {b) In case any supplies or lots. of: supplies: are: defective:in material ‘or workmanship or otherwise not. in conformity with {he.requirements of this contract, the Government shalt have the right either to reject them (with or without instructions as to their disposition) orto require their correction, Supplies or lots of supplies which have been rejected or required to be corrected shall be remoyed or, if permitted or required by the.Contracting Officer, corrected in place by and at the expense of the Contractor promptly after notice, shal] 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 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 chatge 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 entitled "Disputes." (c) If any changé 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 assistance for the safety and convenience of the Government inspectors. in the performance 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 shall not be liable for any reduction in value of samples used in connection with ‘such inspection or test. All inspections and tests by the Government shall be performed in such a manner as not to unduly delay the work. The Govertinent 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 whien reinspection or retest Initials race 7 STANDARD FORM.NO, P & P.GP-15-73 APTROVED: 3-26-73 COMM. OF PROP: & PROC. ig 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. in. ‘accordance ‘with the contract requirements nor impose liability onthe Government therefor. (d) The inspection and test by the Government of any .supplies or fots thereof does-not relieve the Contractor from any responsibility regarding defects or other failures to meet the. contfact requirements. which may be discovered prior to ‘acceptance. Except as otherwise provided in this .contract,. -acceptance ‘shall be.conclusive except as regards. Jatent defects, fraud, or such gross mistakes. as amount to fraud. (c) The Contractor shall provide and maintain an inspection system acceptable. to the. ‘Government covering tke 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 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 damagé.results from the negligence of officers, agents, or employees.of the Government acting within the scope. of their employment; and (iii) the Contractor shafl bear all risks. as. to rejected supplics after notice of rejection, -except that the Government shall be responsible for-the loss, or destruction of, cor 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 Government when the amount due on ‘such deliveries. so. warrants; or when requested by the Conttactor, 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 or more, claims for moneys due or to become due to.the Contractor from the Government under.this SOLOVIPDC19 (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 alréady paid, and shall not be made-to more than ore party, except that any such assignment or reassignment.may be made-to one party as agent or trustee for two or more partics ‘participating in ‘such financing. Unless otherwise provided in this contract; payments. ‘to.an assignee of any moneys due or fo become due under this contract shall ‘not, to the extent provided in. said Act, ‘as amended, bé.subjéct-to reduction or set off. 9, ADDITIONAL BOND SECURITY If any surety upon any bond furnished in connection with this contract becomes unacceptable to the Government of if any such surety fails to furnish reports as to. his financial condition ‘from time to time as 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 formal advertisixig.) (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 access to and the right to exaniine any directly pertinent books, documents, papers, and records of the Contractor involving transactions ‘Yelated to this contract. (b) ‘The Contractor further agrees to include in all his subcontracts hereunder a provision to the effect ihat 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 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 to the:generai public. 41. 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 circumstaticés: Initials “STANDARD FORM NO: P & P-GP-15-73 ATPROVED: 3-26-73 COMM. OF PROP: & PROC: (i) if the Contractor fails to make delivery of the sup- plies:or to perforin 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 i in accordance with its: terms, and in either of these two circumstances does not cure. such failure within: a period of 10 days (or ‘such longer period as the Contracting Officer may authorize in writing) after receipt of notice front the.Contracting Officer specifying such failure. {b)- In the event the Government terminates. this contract in whole or in part as provided in paragraph (a) of this clause, the Government may procure, upon such terms and in‘such. manner as the Contracting. Officer may deem appropriate, ‘sup-pliés of 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 respsct. 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 causes may include, but are not restricted to, acts of God or of the public enemy, acts of the. Government in eitlier its sovereign or contractural capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe ‘weather; but in every case the failure to perform must be beyond the. control and without. fault or negligence. of the. Contractor. If the failure'to perform is caused by the default ofa 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 bythe sub- contractor was obtainable from other sources in sufficient time. ‘ta permit the Contractor fo meet the required delivery schedule. (d) If this contract is terminated as provided in paragraph (a) of this 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) any conipleted supplies, and ‘(ii) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "manufacturing materials") as the Contractor has specifically 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 Offi cer, ‘protect .and preserve property: in: possession of the Contractor in which the Government hasan interest. Payment for completed supplies delivered to and accepted by the Government shail be-at the contract price, Payment for. manufacturing materials delivered to and accepted by the Government and for the protection and présérvation of property shall be in an amount agreed upon by the Contractor and Contracting Officer; failure-to-agree to such ‘S019VIPDC19 (CM) amount shall be a dispute concerning a question of fact. within ‘the meaning of the clause of this contract entitied "Disputes." The Government may withhold from amounts otherwise due the Contractor for such completed suppties. or manufacturing -materials such sum as the Contracting Officer determiries to be necessary to protect the Government against loss because of outstanding liens or claims of former lién holders. (e) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contiactor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this. clause, the rights. and obligations of the parties shall, if the. contract contains a clause providing for termination for convenience of the Government, be the-same as if the notice’of termination: had beer issued pursuant to such clause. If after Notice of termination of this. contract under the provisions::of this clause, it is determined for: any reason that the Contractor was not in default under the provisions of this clause, and if this. contract does not.contain a clause providing for termination for convenience of the Government, the contract shall be équitably. 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) Thé 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 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 Conitracting’ Officer.a written appeal addressed to the Attorney ‘General. The. décision of the Attorney Genera! or his: duly authorized representative. shall he final and conclusive unless’ ‘détermined by a court of competent jurisdiction to have béen 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. 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: a£ making final the deécision of any -adntinistrative official, representative, or board on.a: question of law. Initials >.» STANDARD FORM NO. P & P-GP-( 5-73 APPROVED: 3-26-73 COMM. OF PROP, & PROC. 3. 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 shal] report to. the Contracting Officer,. promptly and in reasonable written detail, each’ notice or.claim of patent of copyright infringement based on the performance of this contract of which the-Contiactor 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 AMERIGAN ACT (a) In acquiring end products, the Buy American Act (41 U.S. Code 10alld) provides. that the Government give preference to domestic:source’end products. For. the. purpose of this clause: (i) "components" means. those articles, materials, and-sup- plies, which are directly incorporated in the end products; (ii) "end products" means those articles, materials, and supplies, -which are to be acquired under this contract for public use; and (iii) "a domestic ‘source end product" means (A) an un- manufactured end product which has been mined or ‘produced i in the. United States and (B) an end product manufactuted 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 purposés of this. (a) (iti) (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; S019VIPDC19.(CM) (i) which.are foruse 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) as 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 the Goverment to be: unreasonable. (The foregoing requirements are administered in accordance with Executive Order No.. 10582, dated December 17, 1954.): 15. CONVICT LABOR In connection with the. performance of work under ‘this contract, the Contractor agrees not to employ: any person undergoing sentence of imprisonment at hard labor, 16. OFFICIALS NOT TO BENEFIT Mom an dox0t. He Log #010 sbgab > teU aibb 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 extend to this contract if made with @ 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, percentage; 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 warranty the Government shall have the right to-annul this contract without liability or‘in its discretion to deduct -from the contract. price or consideration, - or otherwise recover, the full amount of such commission, percentage, brokerage; .or.contingent fee. Initials_zo? STANDARD FORM NO. DPP - TC-54-75 APPROVED 10-2-74 COMMISSIONEER OF DPP REVSIED 3-18-08 TERMINATION OF CONTRACTS 6 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 ftom time to time in pait, whenéver the Contracting Officer shall determine that such termination is in the bést. 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, andthe date upon which such termination becomes effective. (b) After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer, the Contractor shall: (i) stop work under the contract on the date and to the extent specified in the Notice of Termination; (ii) place no further orders or subcontracts for materials, services or facilities, except as may be necessary for completion of such portion of the work under. the. contract as is not terminated; (iii) terminate al! orders and subcontracts to the extent. that they relate to the performance of work terminated by the Notice of Termination; (iv) assign to the Government, in the manner, at the times, and to the extent directed by the Contracting Officer, all of the right, title, and interest of the. Contractor under the orders and subcontracts so terminated, in which case the Government shall have the right, in its discretion, to. settle or pay any or all claims arising out of the termination of such orders and subcontracts; (v) settle all outstanding liabilities and all claims arising out of. such termination of orders and subcontracts, with the approval or ratification of the Contracting Officer, to the extent, he may require, which approval or ratification shall be final for all the purposes of this clause; (vi) transfer title ad deliver to'the Government in the mainer, 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 SO19VIPDC19 (CM) -l- Initials <3: 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, 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 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 be paid to the Contractor by reason of the total or partial termination of work pursuant to this clause, which amount or amounts may iriclude.a reasonable allowance for. profit of 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 SOLOVIPDC19 (CM) ~2- Initials STANDARD FORM NO. DPP -TC-54-75 APPROVED 10-2-74. COMMISSIONEER OF DPP REVSIED 3-18-08 terminated. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. Nothing in paragraph (e).of this clause, prescribing the amount to-be paid to the Contractor ‘in the event of failute 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 amounts which may be agreed to be paid to the 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) (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 ptices specified in the contract, appropriately adjusted for any saving for freight or other charges; Gi) 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 patagraph (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 (iii) the reasonable costs of settlemenit, including accounting, legal, clerical and other expenses reasonably necessary for the preparation of settlenient 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, SO019VIPDC19 (CM) -3- Initials <2