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April 30, 2021 Lincoln Allahar Owner Alarmco Electronic Security Systems 6077 Castle Coakley Christiansted, VI 00820 RE: Renewal Option Supply Contract S022BMVC20 (AESS) Dear Mr. Allahar: Transmitted herewith is a Renewal Option Supply Contract for the Service and Registration Trailer on St. Croix for Alarm System, Camera System and Access Control during the period of May 1, 2021 through April 30, 2022. Services provided will be made in accordance with the terms and conditions of the contract. We invite your attention to the General Provisions of said contract particularly to Section II concerning default. To complete and facilitate the movement of your contract the following is required: 1. Initial all documents in the bottom right hand corner (BLUE INK ONLY) 2. Sign the original contract in the presence of two (2) witnesses (BLUE INK ONLY) 3. The following Corporate documents are needed; a. Business License b. Proof of Commercial General Liability Insurance with the Government of the Virgin Islands as Certificate Holder and Additional Insured as indicated on Endorsement (policy number on endorsement must match policy number on certificate) c. Proof of Workman’s Compensation Coverage/ Government Insurance Coverage (required if the Contractor will be physically working in the Territory and employee locals) d. Certificate of Good Standing Upon receipt of the requested information, please return all documents to the Department of Property and Procurement for further processing. If you have any questions, please contract Dynell R. Williams, Deputy Commissioner of Procurement at 340-773-1561 ext. 5244 or email dynell.williams@dpp.vi.gov. Respectfully, Anthony D. Thomas Commissioner ADT/drw/mth EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS DEPARTMENT OF PROPERTY & PROCUREMEN1 CONTRACT NO.: S022BMVC20 (AESS) DATED: April 28. 2020 EXERCISE OF RENEWAL OPTION Contractor Description of Scope of Work/Services Lincoln Allahar Service and Registration Trailer on S Owner Alarm System, Camera System and Alarmco Electronic Security Systems Control for the Bureau of Motor Ve 6077 Castle Coakley Chnstiansted, VI 00820 Pursuant to the renewal option provision of Contract No. $022BMVC20 (AESS). and subject to th appropriation and allotment of necessary funds, notice 1s hereby given that the Government of the US Virgin Islands, Bureau Of Motor Vehicles exercises its option to renew and does hereby renew the aforementioned contract for the period Mav 1, 2021 through April 30, 2022. at the stipulated cost therein All the terms, covenants, and conditions of the contract affected shall continue in full force and effeet Please acknowledge receipt and acceptance hereby signing and returning the original © The Department of Property and Procurement #3274 Estate Richmond Christiansted, St. Croix, USVI 00820 AH kU 1 & ACCEPTANCE GOVERNMENT OF THE VIRGIN ISLANDS Lincoln Allahar, Owner arbara McIntosh Alannco Electronic Security System Commissioner Bureau of Motor Vehicles DATE: t/30(21 pate: 4/30/34 Mn dD. Cobanan— 4/30/2021 Anthony homas, Commissioner DATE Department of Property & Procurement ALARMCO Mailing Address Physical Address CHRISTIANSTED ST. CROIX VI 00820 CHRISTIANSTED 4591 License No: 2-4591-3L Licensee: M.G.C., INC 77 CASTLE COAKLEY 6077 CASTLE COAKLEY ST. CROIX VI 00820 Trade Name: Business No: THE GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF LICENSING AND CONSUMER AFFAIRS BUSINESS LICENSE That, in accordance with the applicable provisions of Title 3 Chapter 16 and Title 27 V.I.C. relating to the licensing of businesses and occupations, and compliance having been made with the provisions of 10 V.I.C. Sec. 41 relating to the Civil Rights Act of the Virgin Islands, the following license is hereby granted. KNOW ALL BY THIS PRESENT As provided by law, the authorized licensing authority shall have the power to revoke or suspend any License issued hereunder, upon finding, after notice and adequate hearing, that such revocation or suspension is in the public interest; provided, that any persons aggrieved by any such decision of this office shall be entitled to a review of the same by the Territorial Court upon appeal made within (30) days from the date of the decision; provided, further, that all decisions of this office hereunder shall be final except upon specific findings by the Court that the same was arrived at by fraud or illegal means. Installation of Equipment Retail Shop & Store-No Liquor/Beer Importer of Goods Types of License(s) 2020 If a renewal is desired, the holder is responsible for making application for same without any notice from this office. It is the responsibility of the Licensee to notify the Department in writing within (30) days, when a license is to be cancelled or placed in inactive status. Failure to do so will result in the assessment of penalties as authorized by law. until 06/30/2021 06/01/2020 Valid from 07/16/2020 Printed on St. Croix,V.I. Issued at 487.50 Fee Commissioner, Department of Licensing and Consumer Affairs THIS LICENSE MUST BE PROMINENTLY DISPLAYED AT PLACE OF BUSINESS ACORD, CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/27/2020 PRODUCER Executive Insurance Services, Inc. Plot #113 Estate Barron Spot The Village Mall - Suite #101 Kingshill St. Croix Vi 00850 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. | INSURERS AFFORDING COVERAGE NAIC # INSURED Alarmco, MGC, Inc. d/b/a “isuner a: UNDERWRITERS AT LLOYD'S LONDON 6077 Estate Castle Coakley | INSURER B: Christiansted | INSURER C: St. Croix, VI 00820 _INSURER D: _INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L GENERAL LIABILITY ——e A |X _X | comMMERCIAL GENERAL LIABILITY ___| | cams mape LX_| occur _X_| DEDUCTIBLE PER CLAIM: X_| $1,000. Cert AGGREGATE LIMIT APPLIES PER: podorv sikinaiaaan. POLICY EFFECTIVE POLICY EXPIRATION tears | EACH OCCURRENCE | s 1,000,000. EX08-GL20-42 - 05/19/2020 05/19/2021 CRANES (en cneeencey | $ $0,000. MED EXP (Any one person) | s 1,000. PERSONAL & ADV INJURY _| $ 1,000,000. GENERAL AGGREGATE |s 1,000,000. PRODUCTS - comP/oP AGG | EXCLUDED OFFICER/MEMBER EXCLUDED? | It yes. describe under SPECIAL PROVISIONS below ANY PROPRIETOR/PARTNER/EXECUTIVE X | pouicy Ee | | Loc _AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT § ANY AUTO | (Ea accident) = | | ALL OWNED AUTOS | BODILY INJURY . ___| SCHEDULED AUTOS | (Per person) | | | | 4 HIRED AUTOS | cope vorgid $ 7 er accident | ! NON-OWNED AUTOS — | PROPERTY DAMAGE $ | af (Per accident) | | _ GARAGE LIABILITY | AUTO ONLY - EA ACCIDENT | $ | ANY AUTO OTHER THAN EA ACC ! $ | | AUTO ONLY: AGG | $ | T | EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE L$ __|occur |__| cLAIMSMADE [AGGREGATE dS — | $ ___| DEDUCTIBLE $ | RETENTION $ L$ | WORKERS COMPENSATION AND Lee eae or | EMPLOYERS’ LIABILITY | E.L. EACH ACCIDENT l$ E.L. DISEASE - EA EMPLOYEE! $ | E.L. DISEASE - POLICY LIMIT | $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS LOCATIONS: 1. NISKY CENTER, ST. THOMAS, VI 2.77 CASTLE COAKLEY, ST. CROIX, VI CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 15 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIV! <NJO> ACORD 25 (2001/08) © ACORD CORPORATION 1988 020220210409 Witness my hand and the seal of the Government of the United States Virgin Islands, on this 2nd day of February, 2021. Tregenza A. Roach Lieutenant Governor United States Virgin Islands Entity Type: Domestic Profit Corporation Entity Status: In Good Standing Registration Date: 08/29/1989 Jurisdiction: United States Virgin Islands, United States Wherefore, the aforementioned entity is duly formed under the laws of the Virgin Islands of the United States, is duly authorized to transact business, and, is hereby declared to be in good standing as witnessed by my seal below. This certificate is valid through June 30th, 2021. I, the undersigned Lieutenant Governor the United States Virgin Islands, do hereby certify that M.G.C. has filed in the Office of the Lieutenant Governor the requisite annual reports and statements as INC. required by the Virgin Islands Code, and the Rules and Regulations of this Office. In addition, the aforementioned entity has paid all applicable taxes and fees to date, and has a legal existence not having been cancelled or dissolved as far as the records of my office show. To Whom These Presents Shall Come: CERTIFICATE OF GOOD STANDING Government of The United States Virgin Islands -O- Office of the Lieutenant Governor Division of Corporations & Trademarks Business Entity No. 561160 ~~ GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS Date : JANUARY 14, 2021 Office of the Custodian, Government Insurance Fund DEPARTMENT OF FINANCE Certificate of Government Insurance Coverage I certify that the employer MGC, INC. 0/B/A ALARMCO Has filed with the Custodian of the Government Insurance Fund, the Employer’s Report to the Commissioner of Finance and paid the required premium in accordance with the provision of Title 24 Chapter 11, Section 273, of the Virgin Islands Code, and accordingly is entitled to the rights And benefits of the insurance coverage established by law. The risk of this employer is covered By policy AY for the period from JANUARY O1, 2021 10 DECEMBER 31, 2021. NAME & ADDRESS OF EMPLOYER: MGC, INC. D/B/A ALARMCO Abeer 6077 CASTLE COAKLEY CHRISTIANSTED, VI 00820 A355 ny Setkridge tfector Government Insurance Fund Department of Property&Procurement Govemment of the United Siates Virgin Islands 3274 ESTATE RICHMOND, CHRISTIANSTED, U.S. VIRGIN ISLANDS 00820 8201 Sus Base, 3RD FLOOR, ST. THomas, U.S. VIRGIN ISLANDS 00802 ST. CROIX MAIN OFFICE: 340.773.1561 | ST. THOMAS MAIN OFFICE: 340.774.0828 ST. CROIX FAX: 340.773.0986 | ST. THOMAS FAX: 340.774.9587 HTTP://DPP.VI.GOV Executed letter April 29, 2020 Mr. Lincoln Allahar Owner Alarmco Electric Security Systems 6077 Castle Coakley Christiansted, VI 00820 RE: S022BMVC20 (AESS) Service and Registration Trailer on St. Croix for Alarm System, Camera System and Access Control. Dear Mr. Allahar: Transmitted herewith is the attached fully executed Supply Contract (Supply Contract) to provide Service and Registration Trailer on St. Croix for Alarm System, Camera System and Access Control during the period of May 1, 2020- April 30, 2021. Alarmco Electric Security Systems will perform under this Contract in accordance with Addendum I (Scope of Work), Addendum II (General Provisions), and Addendum III (Termination of Contracts). If Alarmco Electric Security Systems fails to comply with the terms of the enclosed Contract, the Government of the Virgin Islands will exercise all rights and remedies available to it in law and equity. Respectfully, Cs wel jhe __ ynell R. Williams Deputy Commissioner of Procurement DRW/ajl xe: Government of the Virgin Islands File GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES — DEPARTMENT OF PROPERTY AND PROCUREMENT SUPPLY CONTRACT No. S022BMYVC20 (AESS) This AGREEMENT, made this _:. on ewe CaYOE | A eri \ ey | «| Se for Service and Registration Trailer on _roix for Alarm System. Camera System and Access Control, by_ and between the Government of the Virgin Islands, hereinafter called the “GOVERNMENT”, and Alarmco Electronic Security Systems. (an individual [ ]), (a partnership [| ]}), (joint venture [ _]), (a corporation [X]). (incorporated in the State of [ ]). (Territory of [X}), the United States Virgin Islands, doing business as Alarmco Electric Security Systems = eT whose address is 6077 Castle Coakley, Christiansted, VI00820. sic hereinafter called the “CONTRACTOR”, Witnesseth: For, and in consideration of the acceptance of the Contractor's proposal, under the approved letter dated on April 20, 2020 and the award of this contract to the Contractor, notification hereof having been made to the Contractor on April 27, 2020, and, in further consideration of the covenants and agreements of the parties herein contained, to be well and truly observed and faithfully kept by them, and each of them, it is mutually agreed between the parties as follows: SECTION 1. That for and in consideration of the price or prices and agreement in this proposal hereto atlached and made a part of this Contract, the said Contractor agrees to furnish and deliver any or all of the services described in the attached approved quote dated. April 20, 2020 and the Scope of Work (Addendum 1) 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 II), Termination of Contracts (Addendum IV), any Supplemental Provisions and Specifications and the Purchase Order, including any change thereof, ure 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 item(s) as indicated in Attachment A, which are both incorporated by reference, 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 1, 2020 and shal! terminate on April 30, 2021, unless mutually extended or terminated by the parties. The services under this contract shall be for a period of three hundred & sixty-five (365) days 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. S022BMVC20 (AESS) wing SECTION 4. This Contract will remain in force for the full period specified and until all articles or commodities ordered before date of termination shall have been satisfactorily delivered and accepted and/or until al] 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 commodities when so requested, immediately or as directed by the Government, will constitute authority for the Government to purchase in the open market to replace the commodities rejected or not delivered. 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 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 funded. in whole or in part, by federal funds. Contractor warrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to be false. fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. S022BMVC20 (AESS) Initials BA 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 one (1) original, in the year and day mentioned in the first paragraph Witnesses GOVERNMENT OF THE VIRGIN ISLANDS een besese — Athy cS. a nee atoms Antho . Thomas. Commissioner Date wane See bbe ee ees Peawase eee ceeteaiae Departme; of Property & Procurement Witnesses CONTRACTOR eerese rer yer rss za. MMe 26/20 “) a Dahan», (7 Lincoln Allahar, Owner Date ee te tees eee eee Pees ewrewe Tenet e ence Lf Ra Alarmeo Electric Security Systems If Contractor is a Corporation, seal of Corporation must be affixed GOVT. PRTG OFFICE 5-23-78-3000 S022BMVC20 (AESS) Initials ADDENDUM I Scope of Work Alarmco Electronic Security Systems BUREAU OF MOTOR VEHICLE NEW TRAILERS A. Alarm System, Supply and Install: 1-Alarm Control Panel 1-Keypad 2-Sirens 2-Contacts to Trailer Doors 3-Motion Sensor to trailer 1 1-Receiver 1-Panic Buttons Battery Backup Total: $2,550.00 B. Camera System, Supply and Install 1-8 Channel NVR 1-19” Video Monitor 2-Cameras Inside Trailer 1-Camera Outside Side of Trailer #1 1-Camera Outside Frent of Trailer #1 Run Wires and Install Boxes Connect, Program and Test Total: $4,950.00 C. Access Control, Supply and Install 1-2 Deor Access Control Panel to New Trailers 2-Cards Readers 2-Magnetic Locks 1-Power Supply for Maglocks 2-Exit Button 2-12 Volt Batteries Run Wires and Install Boxes Connect and Test. ‘Total: $4,990.00 $75.00 monthly for 24HR. Monitoring Services After Installation 50% Deposit Due Prior to Installation-Balance Due u pon Completion $022BMVC20(AESS) Initials A A- ADDENDUM II COMPENSATION The Government, in consideration of the satisfactory performance of the services described in the bid’s Scope of Work, agrees to make progress payments based on the invoices submitted by the Contractor, Alarmco Electric Security Systems. The parties further agree that payments will be made in accordance to actual work performed. AWARDED: $75.00 monthly for 24HR. Monitoring Services After Installation Total $12,490.00 One Time Installation and Supply Services A. Alarm System, Supply and Install: 1-Alarm Control Panel 1-Keypad 2-Sirens 2-Contacts to Trailer Doors 3-Motion Sensor to trailer 1 1-Receiver 1-Panic Buttons Battery Backup Total: $2,550.00 B. Camera System, Supply and Install 1-8 Channel NVR 1-19” Video Monitor 2-Cameras Inside Trailer 1-Camera Outside Side of Trailer #1 1-Camera Outside Front of Trailer #1 Run Wires and Install Boxes Connect, Program and Test Total: $4,950.00 C. Access Control, Supply and Install 1-2 Door Access Control Panel to New Trailers 2-Cards Readers 2-Magnetic Locks 1-Power Supply for Maglocks 2-Exit Button 2-12 Volt Batteries Run Wires and Install Boxes Connect and Test Total: $4,990.00 S022BMVC20 (AESS) Initials A STANDARD FORM NO. P & P-GP.L5.73 APPROVED 3-26-73 COMM OF PROP 2 PROC REVISED 5-18-08 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 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, 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 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 comtract. 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 Tight to prescribe the manner of disposition of such property. Failure to agree to any adjustment shal! 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 be made unless such extras and the price thereof have been authorized in writing by the Contracting Officer. 4. VARIATION IN QUALITY No variation in the quantity of any item called for by this contract will be accepted unless such variation has been caused by conditions of loading, shipping, packing or allowances in manufacturing processes, and then only to the extent, if any, specify elsewhere in this contract. $022BMVC20 (AESS)} 5. INSPECTION (a) All supplies (which term throughout this clause includes without limitation raw materials, components, intermediate assemblies, and end products} shall be subject to inspection and test by the Government, to the extent practicable at all times and places including the period of manufacture and in any event prior to acceptance. (b) In case any supplies or lots of supplies are defective in material or workmanship or otherwise not in conformity with the requirements of this contract, the Government shall have the right either to reject them (with or without instructions as to their disposition) or to require their correction, Supplies or Jots of supplies which have been rejected or required to be corrected shall be removed or, if permitted or required by the Contracting Officer, corrected in place by and at the expense of the Contractor promptly after notice, shall not thereafter be tendered for acceptance 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) tay by contract or otherwise replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby, or (ii) may terminate this contract for default as po vided in the clause of this contract entitled “Defautt." 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 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 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 @ manner as not to unduly delay the work. The Government reserves the right to charge to the Contractor any additional cost of Government inspection and test when supplies are not ready at the time such inspection and test is requested by the Contractor or when reinspection or retest wisn A STANDARD PORM NO P & PGi: 5-75 ADROVED 3-26-73 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 in accordance with the contract requirements 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 Contractar 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. (c) 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 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 shal) 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 employces of the Government acting within the scope of their employment; and (iii) the Contractor shall bear all risks as to rejected supplies after notice of rejection, except that the Government shall be responsible for the loss, or destruction of. or damage to the supplies only if such loss, destruction or damage results from the gross negligence of officers, agents, or employees of the Government acting within the scope of their employment. 7. PAYMENTS The Contractor shali be paid, upon the submission of proper invoices or vouchers, the prices stipulated herein for supplics 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 dué 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 excced either $1,000 or 50 percent of the fotal arnount of this contract. § 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 $022BMVC20 (AESS) 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 one party as agent or trustee for two or more parties participating in such financing. Unless otherwise provided in this contract, payments to an assignee of any moneys due or to become due under this contract shail not, to the extent provided in said Act, as amended, be subject to reduction or set off. 9. ADDITIONAL BOND SECURITY If any surety upon any bond furnished in connection with this contract becomes unacceptable to the Government of if any such surety fails to furnish reports as to his financial condition from time to time as requested by the Government, the Contractor shali 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 31,000.00 and was entered into by means of negotiation, but is not applicable if this contract was entered into by means of formal advertising.) fa) 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 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 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 afler 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 tansactions 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 genera! public. il. DEFAULT (a) The Government may, subject to the provisions of paragraph (c) below, by written notice of default to the Con- tractor, terminate the whale or any part of this contract in any one of the following circumstances: wisn A STANDARD FORM NO. P & P-GP.) 5.73 APPROVED: 3-24-73 COMM OF PROP 4 PROC. (i) if the Contractor fails to make delivery of the sup- plies or to perform the services within the time specified herein or any extension thereof; or (ii) if the Contractor fails to perform any of the other provisions of this contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of 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 from the Contracting Officer specifying such failure. (b) Ln the event the Government terminates this contract in whole or in part as provided in paragraph (a) of this clause, the Government may procure, upon such terms and in such manner as the Contracting Officer may deem appropriate, sup-plies or services similar to those so terminated, and the Con-tractor shall be liable to the Government for any excess costs for such similar supplies or services: Provided, That the Contractor shall continue the performance of this contract to the extent not terminated under the provisions of this clause. (¢} 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 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 restrictions, strikes, freight embargoes, and unusually severe weather; but im every case the failure to perform must be beyond the contro] and without fault or negligence of the Contractor. If the failure to perform is caused by the default of a subcontracior, and if such default arises out of causes beyond the control of both the Contractor and subcontractor, amd with- out the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or service fees to be furnished by the sub- contractor was obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. {d) If this contract is terminated as provided 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 completed supplies, and (ii) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract fights (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 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 shal! be in an amount agreed upon by the Contractor and Contracting Officer; failure to agree to such $022BMVC20 (AESS} igh « 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 inaterials such sum as the Contracting Officer determines to be necessary to protect the Government against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this Clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the Government, be the same as if the notice of termination had been issued pursuant to such clause. If. after notice of 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 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 rights and remedics 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 conceming a question 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 the Contractor. The decision of the Contracting Officer shall be final and conclusive untess, within 30 days from the date of receipt af such copy, the Contractor mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Atlorney General. The decision of the Attorney General or his duly authorized representative shall he final and conchisive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so gtassly erroneous as necessarily 10 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 cansideratian 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 board on a question of law. initials t STANDARD FORM ND P& PGP (5.73 7 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, al! 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 1GaLid) 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 (ii) “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 are mined, produced. or manufactured in the United States exceeds 50 percent of the cost of all its components. For the purposes of this (a} (iii) (B), components of 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 manufectured in the United States. (b) The Contractor agrees that there will be delivered under this contract only domestic source end products, except end products: $022BMVC20 (AESS) (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; (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 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. {6. 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 Gavernment 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 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, 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 shal! 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 / ! ! STANDARD FORM NO. DPP - TO-54-75 APPROVED 10-2-74 COMMISSIONEER OF DPP REVSIED 3-18-08 ADDENDUM IV TERMINATION OF CONTRACTS 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 or facilities, except as may be necessary for completion of such portion of the work under the contract as is not terminated: (iii) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination: (iv) assign to the Government, in the manner, at the times, and to the extent directed by the Contracting Officer, all of the right, title, and interest of the Contractor under the 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 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 al- ' AA S022BMVC20 (AESS) Initial STANDARD FORM NO. DPP— TC-44-75 APPROVED [6-2-74 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) shail 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 shalJl 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. (a) 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 -2 S022BMVC20 (AESS) nis STANDARD FORM NO. DPP - TC-54-75 APPROVED 10-2-74 COMMISSIONEER OF DPP REVSIED 3-15-08 terminated. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. Nothing in paragraph (e) of this clause, prescribing the amount to be paid to the Contractor in the event of failure of the Contractor 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 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 fumished by subcontractors or vendors prior to the effective date of the Notice of Termination, which amounts shall be included in the costs payable (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 settlement, including accounting, legal, clerical and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the contract and for the termination and settlement of subcontract thereunder, together with reasonable storage, transportation and other costs incurred in connection with the protection or disposition of property allocable to this contract, ee , S€22RMVC2@ <AESS3 In tints AA