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GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES w= ) ---- DEPARTMENT OF PROPERTY AND PROCUREMENT SUPPLY CONTRACT No. SOO9VIANGC19 (CM) This AGREEMENT made this LG day of Nin 2019 for the Janitorial Services for the Virgin Islands Air National i (VIANG) in St. Croix, U.S.V.L. Hospital Ground Investments, Inc. dba Carpet Masters (an individual [ ]), (a partnership [ ]), Goint venture [ ]),(a corporation [ X ]), (incorporated in the state of [ X ]) (Territory of St. Croix, United States Virgin Islands), doing business as Old Hopsital 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. IFBO67VIANGCI8 (S) opened on October 16, 2018 and the award of this contract to the Contractor, notification hereof having been made to the Contractor on January 30, 2019, and, in further consideration of the covenants and agreements of the parties herein contained, to be well and truly observed and faithfully kept by them, and each of them, it is mutually agreed between the parties as follows: SECTION 1. That for and in consideration of the price or prices and agreement in this proposal hereto attached and made a part of this Contract, the said Contractor agrees to furnish and deliver any or all of the services described in the said Invitation for Bids No. IFB067VIANGCI18 (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 24, 2019 and shall terminate on May 23, 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. SO09VIANGC19 (CM) 1 Initials ‘é 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 tejécted 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 commiodities 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 agrées 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 debarred from entering into contracts with any federal agency. The Contractor shall include this-provision in each of its subcontracts hereunder and shall furnish its subcontractors. with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL. PROCUREMENT OR NON PROCUREMENT.” In the event the Contractor-or any subcontractor misrepresents its eligibility to receive contract. awards using federal. funds, the Contractor or subconttactor 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. Contiactor acknowledges that this Conttact 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. S009VIANGCI9 (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 her CL E.HE4 Seer eerie ee ee ee ee ee ee ee ey By ‘Antho D. Thomas Date Commissioner Designee ee age ots web, Kod la eseseeess Department of Property and Procurement Witnesses: CONTRACTOR = LZIL9 a By: Bernardi Cully, President Date Old Hospital Ground Investments, Inc. keer ee ee ee er ee ry LL iF ri i) IZ dba Carpet Masters (Corporate seal, if Contractor is a corporation) Secsecassscbeceaneeecceres S009VIANGC19 (CM) aoeee Initials <@/ — a STATEMENT OF WORK. JANITORIAL SERVICES: vce cee yp HOR oe VIRGIN ISLANDS AIR NATIONAL GUARD STATION i, SCOPE: Contractor shall provide alf labor, matérialy supplies, tools, equipment and professional supetyisionregitired fo fully and Gompletely: accomplish all janitorial services required by this Statement of Work. 2. LOCATION OF WORK: Work'to ‘be. dccortiplishedis lodated atthe 235" Civil Bnginget Squadron, Virgin Islands Air National Guatd Station, lindystria! Paris, £00 Estate Manning: Hill, Kingshill, St. Crsix, USVI. ‘The work. aréa is coimpiised of 10388 ‘square feet, which ineludes‘the entire Main. Building (Bldg # (00), AGE Shop Office (Bldp# 108), Supply Office (Bide #11 0), ‘Structures Office (Bldg # 107), aitd the Seciirity Guard. Office (Bidw# 145). NOTE: VENDORS MUST BE REGISTERED AND CURRENT IN THE CENTRAL CONTRACTOR'S REGISTRY TO BE-CONSIDERED. NOTE: SS 18'A U.S: MILITARY INSTALLATION. ALL ENTERING AND! EXITING VEHICLES ARE SUBJECT TO SEARCH, 3. SCOPE OF WORK: a. Restrooms shall be-cleaned regularly on Mondays, Wednesdays, and. Fridays, Rotirs.to be-codidindted with using agency; and will inclade, but not be'limited tothe folldwing: , a All toilets, wasti basins, rnop sinks, utirials and showers, will be cleaned.ind serviced ag scheduled to.include. the siveeping aud. mopping of area, (2) Cliemicals'tised:to clean, disinfect, and deodorize.shall ‘bodiee of acids or other substances that:could. cause:damage or deterivrate pluitibing fixtuies or drains. (3) All-coramic tiles shall be-cleaned,.to iriclude grout. (4) All residues shall ‘be removed afier each cléaring. (5) The Goverment stiall furnish hand ‘soap’and: paper products. Conttactor strali. place, instal] ‘and/or distribute througheut the: compound. each clean Ing day, Oo 1 Initials @ SO09VIANGC19 (CM) (6) All mechaitical devicés/dispensers, Shall require’ ‘approval ‘front the using apeney Before: béing, Installed Jn. resifoorm. ‘These itéms shall becomis the préperty of the Federal. Goverhthelit. 'b: Office. areas sha J be ¢leaned: reguiacly on Mondays; Wednesdays, and Er idays, hours io be.coordinated with using agency, and wi 1 include; -buit not, be: limited ‘to the following: (t) Sweep anid mop all floors for Bidgs. 100, 107, 108; 1 10,;-& 145. (2). Clean-and dust countertops.and: other. surfaces:sucli as° cabinets, display cages, book shelves, tables, window sills,etc..ia common areas, (3) Ciean‘and polish all glass‘doors, ¢: All:vinyl composition tiles shall bo cleaned.as follows: (2) One. (1): ‘time eachqiarter all vinyl floors will. be str ipped of wai buildop. A fresh coat of wax-stall be: reapplied:to‘all floors and. buffed to asoft shine, Schedule will be. coordinated between contractor and agency. dad. One (ly: time, each-niontit, windows will be clearied inside and-outside. ‘This: déaning will diso include ail window dressings (ie. venetian blinds ‘and window shades). ‘¢. Al waste/trash receptacles shall-bé emptied and contents deposited in. the-facility trash: Bini. This-Schédule. Shall be: Monday; Wedriosday and Friday of each. weelc,. Waste-can'liaers Will be'piovided by the usitig agendy. fa All materials used by the: contractor snust meee: the: requirements set-forth bythe BPA, “The-contiactor must provide to the 285" CES Hazardous Material Monitor the Material Safety Data Sheets «MisD8) ofall cheitticals used on the installation. 4. GOVERNMENT. FURNISHED MATERIALS:. There-will be no:goverhmenit furnishied. niatér rialsior equipment; except as‘Specified in this- Statement of Work. 3, SIPE-VISIT: This job. Site Gan bé inspetted Monday, through ‘Friday, 8:30_AM to 4:00:PM, by contacting the ‘Facility Manager af 340-773- ‘BAI: x285:0231. Initial, SO0O9VIANGC19 (CM) 2 nitial__ “—_ Submission ofa bid by’ 4 cdhtractor shall be accepted: a& pritha { facie evidence that. the: conti actor. examined the jobsite aad ‘this Stalement-of Work andis satisfied'as to. the nature afd: ‘Jécation of the work and all.cthéi matters Which can. in. anyway" affect the- work arcost: thereof under the, egntract, The Gontractoris respotisible for field verification of all dimensions. and gonditions i in which thesworl will besiccomplished; Any failure on-the part of the Contractor to. beédme:fully ‘acquainted witht all available information, in¢luding physical survey of the nxisting building. and site of the piapaséd woil¢ will not relieve the Contractor froth successfully performing:all of: the-. work required.fora-conipléte job.- % SECURITY:. “The:conftaotor aid its employees shall be subject-ta, and shalt atalitimes confdrn with, aity and. ‘all Tales, regulations, policies: and. procedures pertaining to the seclitity at the aliove listed facilities, Any. vidlations or disregard’ forthe rales, regulations and policies inay be cause. for immediate: tei mination’ of the. contractor, The contractor.and its: employées shail atall times produce and display picture identification: identi: fying the individuat.as am: ‘employes, of the ‘éontractor. 8. SARETY: Safety xequirement shall bein aceordance with all. Federal and Tertitorial laws and seguiations. ‘The cverent Department of. Labor safety regulations will goverh the overall Job safety program. % 9, ENVIRONMENTAL: A, Their gin islands Natiorial-Gusitd (VING) has instituted ait environménial Management: System: {eM} Bolicy. Tts.aim- ik.to: Jimpleitent and comnitnicate long-term, ‘goals: for envitoridisntal protection, improvement: and. stewardship, This will bé achieved through: vontinadus: tnonitoring:, assessing, reviewing: and approving our envirsnmental: abjectives. sid targets. B, All personnel — Military, civilian workers, contractors and: visifors, doitig t business with VING ‘ust confoiin fo the MS ‘protools | in and afound VING facititios:. Eimbodied j in the Adjutant ‘Gthéral's eM: ‘Polioyi is the requirement to: adfiere-t0 and comply with all, Eavironinenial,. Federal, Yerritorial, Depart of Défense and* VING laws, soles, regulations and pdlicies, Initials_@& SOO9VIANGC19 (CM) 3 nitials STANDARD FORM NO, P & P:GP-15-73 APPROVED: 326-73 COMM. OF PROP. & PROC. REVISED: 3-18-08. 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, aiid 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 forthe Government in accordance therewith; (ii) methed of shipment or packing; and (iii) place of delivery. Hf 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 ptice 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 éxcess as a.result of a change is included in the Contractor's claim for adjusiment, the Contracting Officer shall 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 ¢ontract entitled "Disputes." Héwever,. nothing in’ thisclause shall excuse the Contractor from proceeding with the contract as:changed. 3. EXTRAS Except as otherwise provided in this contract, nd 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 unléss such variation ‘has been caused by conditions of loading, shipping, packing or allowances in manufacturing processes, and ther only to the extent, if any; specify elsewhere ii this contract. SOO9VIANGC19 (CM) 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 matiufacture. 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 theiy correction. Supplies. or lots 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 promiptly to remove: sucli Supplies or lots of supplies which ate required to be removed, or promptly %6 replace ‘or correct such supplies or lots of supplies, the Government either {i) may by contract or otherwise replace or correct such ‘suppliés. 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 cotrects 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 réduction of price. shall bea dispute..concerning a question of fact within the meaning of the clause of this. contract entitled "Disputes." {c) If any change inspection of 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 réjection. the Government shall rot 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 Government reserves the right to charge to the. Contractor any additional cost of Government ‘inspection and test whien supplies are not ready at the time such inspection and test is requested by the Contractor of when reinspection or retest Initials Ey, STANDARD FORM NO. P & P-GP-15-73 APPROVED: 3-26-73: COMM. or PROP. & PROC. is necessitated by prior rejection. Acceptance or rejection of the supplies shalt be madé.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 of lots. thereaf does not réliéve the Contractor from any responsibility regarding defects or other failures to meet the contract requirements which may be discovered prior to acceptance. Except as otherwise provided in this contract, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud. (e) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the supplies hereunder. Records of all inspection work by. the Contractor shall be kept complete and available to the Government during the performance. of this coritract and for such longer pericd as may be. specified.elsewhere in this contract. 6. RESPONSIBILITY FOR SUPPLIES Except .as. otherwise provided. in the contract, (i) the Contractor shail 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 acceptancé. 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 theit employment; and (tii).the Contractor shall bear all risks as to rejected supplies after notice of rejection, except that the Goveérnment:shail be resporisiblé 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 ofthe Government acting within the scope of their employment. - 7. PAYMENTS The Contractor shall be paid, upon the submission of proper invoices-or Vouchérs, the prices stipulated herein for supplies delivered and accepted: or services rendered and accepted, less deductions, if any, as. heréin provided. Unless otlierwise. specified, payment will be madé on partial deliveries accepted by: the Government when the amount due~on ‘such deliveries so warrants; or when requested by the. Contractor; payment for accepted partial deliveries shall be made whenever such payment would equal or exceed either $1,000 or 50 pércent of the total ainount of this contract. 8. ASSIGNMENT OF CLAIMS (a) Pursuant to the provisions of the Assigninent of Claims Aét (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 utider this ‘SO009VIANGC19 (CM) contract may be assigned to a bank,. trust company, or other financial institution, including any Federal lending agency, and may thereafter be further assigried and reassigned to any such institution. Any such assignmient or reassignment:shall cover all amounts payablé under this contract and not already paid, and shall not be’made ta 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 dn assignee of any moneys due.or to become dué under this contract shall not, to. the extent provided in said Act, as amended, be subjéct-to reduction or set off. 9. ADDITIONAL BOND SECURITY Ifany-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 firnish’such additional security as may: be.required from time to time to protect the tnterésts of the Government and of persoris 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 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 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.Goyertment 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 general public. 11. DEFAULT (a) The Government may, subject to the provisions of paragraph (c) below, by: writter notice of default to’the Con- tractor, terminate the whole or any part of this contract in any one. of the following circumstances: Initials STANDARD FORM NO. P & P-GP-15-73 ° APPROVED; 3.26- BR COMM. OF PROP & PROC. a (i) if the Contractor fails to make delivery of the sup- plies of-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) In the event the Government terminates this contract in whole or in: part as provided in paragraph (a) of this clause, the Goverment 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 faihire 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: in every case. the failure to perform must be beyond the control and without fault or négligence of the Contractor. If the. failure to perform is.caused by the-default of a subcontractor, and if such default arises out of causes beyond the control of both the Contractor and. subcontractor, and: with- out the fault or negligence. of either of them, the Contractor shall not be liable for any-excess costs for failure to perform, unless the ‘supplies or service ‘fées to be furnished by the sub- contractor: was obtainable from other sources in sufficient timie 10 permit-the Contractor to meet the required delivery schedule. (d) If this. contract is.térmirated as provided i 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 directéd by the Contracting Officer, (i) any completed suppliés, and (it) 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 Officer,. protect and preserve property in possession. of the Contractor tn which the Government has an interést. Payment for completed. supplies deliveréd to. and.accépted by the. Government shall be at the ‘contract price. Payment. for.manufacturing materials delivered to and accepted by the Government and for the protection. and preservation of property. shall be in an amount agreed-upon by the Contractor and Contracting Officer; failure to agree to.such SO009VIANGC19 (CM) -3- amount shall bea 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 completéd supplies or manufacturing materials 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 clausé, 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 coritains 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, Tf, 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 remedies of the Goveriiment provided in this clause shall not.be exclusive and are. in addition to any other rights arid 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 shail be. final and conclusive. unless, within 30 days from the date of receipt of such copy, the Contractor mails or otherwise furnishes 1o 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 unless. determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly. erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding. under this clause, the Contractor shall be-afforded an opportunity to be heard and to offer evidence in support of his appeal. Pending final. decision. of a dispute 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 af making final the. decision of any administrative official, representative, or board on a question of law. Initials <a _. STANDARD: ‘FORM NO P.& P-GP-5-73 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 weitten detail, each notice or claim of patent or copyright inffingement based on the performance of this contract.of which the Contra¢tor has knowledge: (b) In the'event of any claim or suit against the Government on account of any alleged patett or copyright infringement arising out of the performance of this contract or out of the use. of any supplies :futnished or work or services performed. heré- 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 shat] 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 10afid) provides that the Government give preferénce'to domestic source end products. For ihe purpose of this.claise: (i) "components" means those-articles, materials, aiid. 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) ati 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) (iif) (B), components of foreign origin of the same type or kind as the products reférred 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; S009VIANGC19 (CM) (i) which’are for. use outside thé United States; (ii) which the Government determines are. not mined, produced, or. manufactured i in the United States in sufficient and reasonably available. commercial quantities:and ofa Satisfactory quality; (iti) as to: which the Secretary determines the domestic preference to be inconsistent with the public interest; or (iv) as fo 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 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 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 beén employéd or retained to solicit or secure this contract upon an agreemerit or understanding: for a commission, percentage, brokerage, ‘or contingent fee,-excepting bona fide eniployecs. or boria 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 thé contract price or consideration, | or otherwise recover, the full amount of suclt commission, percentage, brokerage, or contingent fee. Initials... STANDARD FORM NO. DPP - TC-54-75 APPROVED 10-2-74 COMMISSIONEER OF DPP REVSIED:3-18-08- 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 te the Contractor of a Notice of Termination specifying the extent to which performance by delivery: to the Contractor of a Noticé 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 ali 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 shail 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 pait of, or acquired in connection with the $009VIANGC19 (CM) ote Initials @ 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:exterisions in writing-aré 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 amiount so determined. (d) Subject to the provisions. of paragraph (c), the Contractor and the Commissioner of . Property and Procurement may agree upon the whole or any part. of the amount or amounts to be'paid to the Contractor by reason of the total or partial termination of work pursuant to this clause, which amount or amounts may include a reasonable allowance for profit on work done; provided, that. such agreed. amount or amounts, exclusive of Settlement costs, shall not exceed the tetal contract price as reduced by the amount of payments otherwise made ‘and as further reduced by the contract price of work. not S009VIANGC19 (CM) -2- Initials gp, 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 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, shal! 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 i 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 suppliés 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 settlement, including accounting, legal, clerical-and other éxpenses 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 withthe protection or disposition of property allocable to this. contract: ) S009VIANGC19 (CM) -3- Initials &.