(703) 746-4946

FINANCE DEPARTMENT

Purchasing Division Suite 301 – Banker’s Square

100 North Pitt Street Alexandria, Virginia 22314

Fax: (703) 838-6493

CONTRACT

FOR

XXXXXXXXXXX

This Contract, made this ______ day of ______________ 2025, between City of ALEXANDRIA, a Municipal Corporation of Virginia, (hereinafter called "City"), and

Vendor Name Vendor Address

(hereinafter called "Contractor"), each a “Party,” and jointly referred to as “the Parties”:

WITNESSETH:

WHEREAS, City now wishes to retain the Contractor to provide medical plan administration and management for employees, non-Medicare retirees, and covered dependents of City pursuant to Solicitation Number.

NOW, THEREFORE, for and in consideration of the payments set forth in Section 5 below, and the mutual promises contained herein, the Parties agree as follows:

1. CONTRACT DOCUMENTS

The following documents are incorporated herein by reference and are made a part of this Contract:

Exhibit I - Solicitation No., dated Month Day, Year;

Exhibit II - Addendum I to RFP No. 00000476, dated Month Day, Year;

Exhibit III - Addendum II to RFP No. 00000476, dated Month Day, Year;

Exhibit IV – Contractor’s Best and Final Offer-Medical Administration dated Month Day, Year;

Exhibit V – Contractor’s “Follow-up Questions” dated Month Day, Year;

Exhibit VI - Contractor’s Administrative Agreement; and Exhibit VII - Contractor’s Response to Solicitation No., dated Month Day, Year;.

This Contract, with Exhibits I through VII shall constitute the whole and entire agreement between the Parties. Any conflict or inconsistency between the requirements of any Contract Document shall be resolved by giving precedence to any properly executed amendment or Change Order to this Contract (most recent with first priority), then any properly executed Purchase Order (most recent with first priority), and then the Contract

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Documents in the order in which the Contract Documents are listed above in this section.

The Contract may be amended to incorporate additional Contract Documents agreed to and executed by the Parties. Defined terms used in this Contract can be found in Exhibit I, Section 1.3.

The City has established the following contract number, for this procurement, which is_____. Please refer to this contract number in all invoicing and other communications related to this Contract.

2. RELATIONSHIP OF THE PARTIES

A. The Contractor covenants with City to perform the Work required under this Contract to the satisfaction of City, within the care and skill a Contractor would exercise under similar conditions; to cooperate with City, and such other contractors as City may retain; to exercise the Contractor’s skill and judgment in furthering the interests of City; to furnish efficient business administration and supervision; and to perform the Work in an expeditious and economical manner consistent with City’s interests. City agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.

B. The Contractor shall be responsible for the completeness and accuracy of its Work prepared or compiled in connection with its obligation under this Contract and shall correct, at its expense, all willful or negligent errors, omissions and acts therein which may be discovered. Any damage incurred by City as a result of additional cost caused by such willful or negligent errors, omissions or acts shall be chargeable to the Contractor to the extent that such willful or negligent errors, omissions and acts fall below the standard of care and skill that a registered professional in Alexandria, Virginia would exercise under similar conditions. The fact that City has accepted or approved the Contractor’s work shall in no way relieve the Contractor of any of its responsibilities.

C. The Contractor shall employ a team with the skills necessary, as may be determined by City, to perform the Work as required. The team members shall have the educational and experiential credentials sufficient to ensure acceptable and timely performance of the Work.

D. It is the intent of the Parties that the Contractor shall be legally considered as an independent contractor, that neither it nor its employees shall, under any circumstances, be considered servants or agents of City, and that the City shall not be legally responsible for any negligence or intentional wrongdoing on the part of the Contractor, its servants or agents, resulting in either bodily injury to any person or property damage to any individual, firm, or corporation.

3. SCOPE OF WORK

A. The scope of work shall include, Exhibit I, Part I, Scope of Work; Exhibit II; Exhibit III; and any properly executed Purchase Order(s) issued pursuant to the Contract.

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B. The Contractor shall coordinate with City, as necessary, in performance of the services as set forth in the scope of work.

C. The Contractor shall commence Work promptly after receipt of a fully executed Purchase Order. Receipt of a fully executed Purchase Order shall constitute written notice to proceed.

4. TERM

A. The term of this Contract shall be for a period of Number (X) years with Number (X) additional one (1) year option periods. The Purchasing Agent or his or her designee shall have the sole option and discretion to renew the Contract by exercising the four

(4) option periods, one (1) year at a time.

B. Contract renewals shall be authorized by the Purchasing Agent or his or her designee.

Automatic renewals are prohibited.

5. CONTRACT COSTS

A. City shall pay the Contractor for the Work performed at the fixed fee amount set forth in Exhibit IV and the Cost Proposal of Exhibit VII.

B. Contract prices provided in the Contract Documents shall be fully burdened and shall not be subject to additional mark-up by the Contractor. City shall pay only for Work performed and shall not pay for time in transit to and from City sites.

6. ADMINISTRATION OF THE CONTRACT

City’s Department of Project Implementation or designated representative(s), shall administer the Contract, including any Purchase Order(s) issued pursuant to the Contract, and will be referred to in the Contract Documents as the “Contracting Officer’s Technical Representative (COTR)". Except for protests, claims, requests for changes, disputes, or requests for price adjustments, the Contractor shall forward all communications to City through the COTR. Notices related to protests, claims, requests for changes, disputes, or requests for price adjustments shall be sent to the Purchasing Agent.

7. SUPERVISION

The Contractor shall supervise the Work, and shall be solely responsible for all means, methods, sequences, and procedures and for coordination of all portions of the Work under this Contract. The Contractor shall be responsible for coordination of all subcontractors. The Contractor shall be responsible for all acts and omissions of its employees, its subcontractors, and its subcontractors’ employees performing any Work pursuant to this Contract. A project manager designated in writing by the Contractor for purposes of each Purchase Order shall attend all project meetings with City’s representative or his or her designee. City reserves the right to request replacement of such project manager, or any personnel who are considered not performing in accordance with the Contract requirements.

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8. SUBCONTRACTORS

By an appropriate agreement, the Contractor shall require each subcontractor, with which it executes a subcontract, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all of the obligations and responsibilities which the Contractor, by the Contract Documents, assumes toward City.

9. PERSONNEL AUTHORIZED TO REPRESENT THE PARTIES

The individuals named below are designated to assume the administration and coordination of all Contract requirements.

A. For City:

(1) Contracting Officer’s Technical Representative (COTR):

Name:

Phone:

Email:

(2) Contracting Officer: Changes made to this Contract throughout the Contract period must be authorized in writing by City's Purchasing Agent or his or her designee.

Name:

Phone:

B. For the Contractor:

Name:

Phone:

10. ASSURANCES

Each Party to this Contract warrants the following:

A. This Contract constitutes a valid, binding and enforceable agreement of the Party;

B. The execution of this Contract and the performance of its obligations are within the

Party's powers; have been authorized by all necessary actions on behalf of the Party;

do not constitute a breach by the Party of any agreement with another party; and will not cause a breach by the Party of any duty arising in law or equity; and

C. The Party possesses the financial capacity to perform all of its obligations under this

Contract.

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The Parties agree that the failure of any of the above representations and warranties to be true during the term of this Contract shall constitute a material breach of this Contract, and City shall have the right, upon notice to the Contractor, to immediately terminate this Contract. All amounts outstanding hereunder shall be immediately invoiced. Court costs and other costs and expenses, including reasonable attorney's fees, incurred in the collection of any amounts due hereunder may also be recovered by City.

11. SIGNATORIES

The Parties agree that they shall be bound by the contents of this Contract.

Vendor Name Vendor Address

CITY OF ALEXANDRIA, A MUNICIPAL

CORPORATION OF VIRGINIA

BY: ______________________________ BY: ______________________________

PRINT NAME: _____________________ PRINT NAME: Wynndell Bishop

TITLE: ___________________________ TITLE: Purchasing Agent

DATE: ____________________________ DATE: ____________________________

C. The Contractor shall commence Work promptly after receipt of a fully executed Purchase Order. Receipt of a fully executed Purchase Order shall constitute written notice to proceed.