13-Part C - ITB STC F.docx

City of Alexandria Invitation to Bid

ITB: SWIMMING POOL MAINTENANCE, CLEANING, AND REPAIR

(O&M) SERVICES

ITB No.: 2031 Part C – Special Terms and Conditions

1. General Overview This section covers the Special Terms and Conditions for this Solicitation. Bidders are encouraged to thoroughly review all Solicitation Documents to ensure a responsible and responsive Bid is submitted. These Special Terms and Conditions supplement the City’s Part D - General Terms and Conditions.

For this Solicitation, the term “Work” means the goods, services, or deliverables required under the Contract.

2. Change Management

2.1. Contract Modifications:

2.1.1 The Contract may be modified only by a written Contract Modification executed by the Purchasing Agent or other authorized City representative. No oral statement, course of conduct, or written communication not executed as a Contract Modification shall be binding on the City.

2.1.2 A Contract Modification may add to, delete from, or otherwise revise the scope, quantity, price, delivery requirements, or other terms of the Contract, as authorized by the City. The Contractor shall not proceed with any modified or additional work or services unless and until a written Contract Modification has been issued by the City.

2.1.3 When requested by the City, the Contractor shall submit information reasonably necessary to support the proposed modification. The City may accept, reject, or negotiate any proposed modification in its sole discretion.

3. Contract Administration

3.1. Subcontractors and Outside Associates, and Consultants

Any Subcontractors, outside associates, and consultants required by the Contractor in connection with the services covered by the Contract Documents will be limited to individuals or firms that were specifically identified as part of the bid submission on Attachment F Subcontractor List. The Contractor must obtain the Contracting Officer’s written consent before making any substitution for these Subcontractors, Associates, and Consultants.

The Contractor must incorporate all applicable Contract requirements, including terms and conditions, into all subcontracts at any tier, in every subcontract issued pursuant to or under the Contract resulting from this Solicitation.

3.2. Suspension of Performance

3.2.1 The Contracting Officer may, for the convenience of the City, order the Contractor in writing to suspend, delay, or interrupt the performance of all or any portion of the Contract for a period of time determined by the City.

3.2.2 Upon receipt of such written notice, the Contractor shall promptly comply with the suspension as directed. During any period of suspension, the Contractor shall take reasonable steps to protect work in progress, completed services, delivered goods not yet accepted, and any City-furnished property in the Contractor’s possession.

3.2.3 Nothing in this section shall be construed to create an obligation for the City to continue performance of the Contract during a suspension period or to convert this Contract into a construction contract.

3.3. Material and Quality Standards

3.3.1 All goods, materials, equipment, and components furnished under the Contract must be new, of current production, and of good commercial quality, unless otherwise specified in the Solicitation Documents.

3.3.2 Materials and equipment must conform to the specifications, standards, and performance requirements set forth in the Contract. Where a brand name or manufacturer is specified, such reference establishes a minimum standard of quality and performance and shall be construed to permit brand name or equivalent items, unless expressly stated otherwise.

3.4. Submittals and Samples

When required by the Solicitation Documents, the Contractor must submit product data, samples, or descriptive information for review by the City to verify compliance with Contract requirements. Review of submittals or samples is limited to determining conformance with specified requirements and does not relieve the Contractor of responsibility for providing goods that fully comply with the Contract.

3.5. Cleaning Up

3.5.1 If the performance of services requires the Contractor or its subcontractors to work on City premises, the Contractor shall keep the areas used in connection with its performance free from unreasonable accumulations of waste materials, packaging, and debris generated by the Contractor’s activities.

3.5.2 Upon completion of the applicable services, the Contractor shall remove from City premises all materials, tools, equipment, and debris not belonging to the City and shall leave such areas in a clean, neat, and orderly condition satisfactory to the City.

3.5.3 This section applies only to work performed on City premises and does not apply to off-site manufacturing, delivery, or remote services.

3.6. Time Extensions

The parties agree that no Time Extension extending the Contract Period will be allowed unless granted in writing and signed by the Contracting Officer. Notice of delay must be given in writing to the COR/COTR within five (5) Business Days of its occurrence. In the event of a continuing cause of delay, only one notice is required. The Contractor must apply for any Time Extension in writing, setting forth in detail the reasons for and causes of the delay, and an estimate of the probable cost and effect of such delay on the progress of the Work, and must submit its application to the COR/COTR not more than twenty (20) Calendar Days after the commencement of the delay; otherwise the application for extension must be waived.

4. Deliverables, Manuals, and Training

4.1. Deliverables and Closeout Requirements (If applicable)

The Contractor shall furnish all deliverables required by the Contract Documents, including, if applicable, documentation, warranties, certifications, training materials, and other items necessary to demonstrate completion and compliance with Contract requirements. All deliverables shall be submitted in the form, quantity, and format specified by the City.

4.2. Operation and Maintenance Manuals (If applicable)

Where the Contract includes goods or equipment requiring ongoing operation or maintenance, the Contractor shall provide applicable operation and maintenance documentation, which may include manufacturer information, operating instructions, maintenance requirements, warranty information, and recommended spare parts, as appropriate to the goods furnished.

4.3. Warranties and Guarantees (If applicable)

The Contractor shall submit all required warranties, guarantees, and certifications in writing, properly executed by the Contractor and any applicable manufacturers or suppliers. Unless otherwise stated in the Contract Documents, warranty periods shall commence upon acceptance by the City.

4.4. Training Documentation (If applicable)

Where training is required by the Scope of Work, the Contractor shall complete all required training and submit any applicable training materials, certifications, or attendance documentation in accordance with the Contract.

4.5. City Acceptance

4.5.1 City Acceptance occurs when the City determines that the goods, services, or deliverables conform to the requirements of the Contract and are accepted for use by the City.

4.5.2 Payment alone shall not constitute City Acceptance unless payment is issued without reservation after the City has had a reasonable opportunity to inspect the goods or services and has otherwise indicated acceptance.

4.6. Payment

Upon City Acceptance and submission of a complete and accurate invoice in accordance with the Contract, the City will process payment in accordance with Part D – General Terms and Conditions.

5. Eligibility Requirements The Contractor must, without additional expense to the City, obtain any necessary licenses.

5.1. Contractor's License:

In accordance with Section 54.1-1103 of the Code of Virginia, 1950, as amended, the Contractor and each Subcontractor must have a valid Virginia contractor’s license. The Virginia contractor’s registration number for each Subcontractor must be listed on the subcontract list.

5.2. Alexandria Business Licenses:

In accordance with Chapter 1, Title 9, of the Code of the City of Alexandria, the following must possess a current City business license:

5.2.1 Contractor;

5.2.2 All subcontractors, sub-Subcontractors, and suppliers at any tier with a definite place of business in the City; and

5.2.3 All subcontractors, sub-Subcontractors, and suppliers at any tier, without a definite place of business in the City, the gross receipts of which, from business conducted in the City, are expected to exceed twenty-five thousand dollars ($25,000) in any calendar year.

6. Inspection, Rejection, and Cure

6.1. The City may inspect the goods, services, or deliverables at any reasonable time to determine whether they conform to the requirements of the Contract. Inspection does not constitute Acceptance, which occurs only as provided in the Part C - City Acceptance.

6.2. If the City determines that any goods, services, or deliverables do not conform to Contract requirements, the City may reject the nonconforming portion and require the Contractor, at the City’s option, to repair, replace, or re-perform the nonconforming goods or services at no additional cost to the City and within a reasonable time specified by the City.

6.3. If the Contractor fails to timely correct the nonconformance, the City may:

6.3.1 accept the nonconforming goods or services with an appropriate price adjustment;

6.3.2 obtain replacement goods or services from another source and charge the Contractor for any additional costs incurred; or

6.3.3 pursue any other remedies available under the Contract or applicable law.

6.4. Nothing in this section limits the City’s rights under applicable warranty provisions of the Contract.

7. Liquidated Damages – Liquidated damages are in addition to, and not in lieu of, any other rights or remedies available to the City under the Contract or applicable law.

7.1 Services (Performance-Based Liquidated Damages):

If the Contractor fails to timely perform a required service or meet a specified performance milestone by the date set forth in the Contract, the City will suffer damages that are not readily susceptible to exact calculation. Accordingly, the Contractor shall be liable to the City for liquidated damages based on the following formula for each day the required service or milestone is delayed, until the service or milestone is completed to the City’s satisfaction.

Annual Contract Value / # of Days per year the Center is in Operation) * Number of Days Services were not performed.

Liquidated damages shall not apply to delays attributable to actions or inactions of the City.

8. Payment and Invoicing

8.1. Invoicing Requirements

8.1.1 Payment will be made in accordance with the Contract and Part D – General Terms and Conditions, after acceptance of the goods or services by the City.

8.1.2 Unless otherwise specified in the Contract, the Contractor shall submit invoices to the City in the manner directed by the City. Each invoice must include, at a minimum:

· Contractor name

· Contract number

· Purchase Order number (if applicable)

· Description of goods delivered or services performed

· Applicable contract line item or unit price

· Date(s) of delivery or performance

· Invoice date

Invoices that do not contain the required information may be returned for correction and resubmission. Payment timeframes shall not begin until a complete and accurate invoice is received and accepted by the City.

8.2. City’s Right to Withhold Payment

The City may withhold payment, in whole or in part, for goods or services that are nonconforming, incomplete, or otherwise not provided in accordance with the Contract, until such deficiencies are corrected to the City’s satisfaction.

8.3. No Advance or Progress Payments

Unless expressly authorized in the Contract, the City shall not make advance payments or progress payments for goods or services prior to delivery, performance, and acceptance.

9. Renewal of Contract

9.1. The City of Alexandria may, at its sole discretion, renew this Contract for one (1) additional one-year period, or for up to four (4) successive one-year periods, under the same terms and conditions as the original Contract, except as expressly modified below.

9.2. Written notice of the City’s intent to renew shall be provided to the Contractor at a reasonable time, generally not less than ninety (90) days prior to the expiration of the then-current Contract term.

9.3. Price adjustments, if any, may be negotiated only at the time of renewal and shall be subject to the following limitations:

9.3.1 Renewal Period(s).

If the City elects to renew the Contract for any subsequent one-year period, the Contract price(s) for that renewal period shall not exceed the original Contract price(s) increased or decreased by more than the percentage change in the Baltimore-Washington DC-MD-VA-WV Selected Area, All Items category of the Consumer Price Index for All Urban Consumers (CPI-U), as published by the U.S. Bureau of Labor Statistics, for the most recent twelve (12) months for which data is available.

Note: Any approved price adjustment shall apply only to the renewal term and shall not alter the pricing applicable to any prior Contract period. Price adjustments ARE NOT retroactive.

10. Safety and Compliance

10.1. If the Contractor performs services on City premises, the Contractor shall be solely responsible for conducting its operations in a safe manner and in compliance with all applicable federal, state, and local safety and health laws and regulations.

10.2. The Contractor shall take reasonable precautions to protect its employees, City personnel, the public, and City property from injury or damage arising out of the Contractor’s performance of the Contract.

10.3. Nothing in this section shall be construed to assign to the City any duty to supervise, control, or ensure the safety of the Contractor’s operations.

11. City-Related Conditions and Contractor Responsibilities

11.1. City-Furnished Property

11.1.1 If the City provides property to the Contractor for use in connection with this Contract, such property shall be used solely for performance of the Contract and only for the purposes authorized by the City.

11.1.2 Title to City-furnished property shall remain with the City at all times. The Contractor shall maintain reasonable property control records and shall be responsible for the care, custody, and control of City-furnished property while it is in the Contractor’s possession, except for reasonable wear and tear or consumption expressly authorized by the Contract.

11.1.3 Upon completion or termination of the Contract, the Contractor shall return, prepare for shipment, or otherwise dispose of City-furnished property as directed by the City. Any net proceeds resulting from authorized disposal shall be credited to the Contract or paid to the City, as directed.

11.2. Hazardous Materials

11.2.1 The Contractor shall handle, store, transport, use, and dispose of any hazardous materials associated with the performance of this Contract in compliance with all applicable federal, state, and local laws, regulations, and ordinances.

11.2.2 The Contractor retains ownership of any hazardous materials generated as a result of its performance and shall be solely responsible for cleanup, remediation, and reporting of any spills, releases, or contamination caused by the Contractor, as required by law.

11.2.3 All hazardous materials shall be properly packaged, labeled, and managed in accordance with applicable regulatory requirements.

11.3. Use of City Premises and Storage Areas

11.3.1 If the Contractor performs services on City premises, the Contractor shall confine its operations, including any temporary storage of materials or equipment, to areas authorized or approved by the City.

11.3.2 The Contractor shall be responsible for any damage to City property resulting from its performance and shall restore affected areas to their prior condition, reasonable wear and tear excepted.

11.4. Permits, Licenses, and Legal Compliance

11.4.1 The Contractor shall, at its own expense, obtain and maintain all licenses, permits, and approvals required by law for the performance of goods or services under the Contract and shall comply with all applicable federal, state, and local laws, regulations, and ordinances.

11.4.2 The Contractor shall be responsible for the acts and omissions of its employees, agents, and subcontractors and for any damage to City property or third-party property caused by the Contractor’s negligence or willful misconduct in the performance of the Contract.

11.4.3 Nothing in this section shall be construed to impose construction-related obligations or to require the Contractor to assume responsibility for conditions beyond those reasonably related to the performance of goods or services under this Contract.

11.5. Damage to Property

11.5.1 The Contractor shall promptly repair or replace, at no cost to the City, any damage to City property or third-party property caused by the Contractor’s negligence or willful misconduct in connection with the performance of the Contract.

11.5.2 If the Contractor fails to timely correct such damage after notice from the City, the City may cause the necessary repairs to be made and charge the reasonable cost to the Contractor.

11.6. Site Familiarity (If applicable)

11.6.1 If performance of services under this Contract requires work to be performed on City premises, Bidders are encouraged to become familiar with general conditions that may reasonably affect performance.

11.6.2 Failure to do so shall not relieve the Contractor of its obligation to perform the Contract in accordance with its terms.

12. Quantity Adjustments/Level of Effort – No Guarantee (if applicable)

13. Contractor Personnel

13.1 The Contractor is responsible for the conduct, supervision, and performance of its employees, agents, and subcontractors engaged in the performance of the Contract.

13.2 The City may require the removal and replacement of any Contractor personnel from work on City premises if such personnel:

13.2.1 pose a safety or security risk;

13.2.2 fail to comply with applicable laws, regulations, or City policies;

13.2.3 engage in misconduct, disruptive behavior, or inappropriate conduct; or

13.2.4 are otherwise determined by the City to be unsuitable for work on City property for reasons related to safety, security, or operational integrity.

13.3 Removal of Contractor personnel under this section does not relieve the Contractor of its obligation to perform the Contract in accordance with its terms and does not entitle the Contractor to additional compensation or an extension of time.

14. Use of Contract By Other Public Bodies

14.1. Offerors are advised that § 2.2-4304.B of the Virginia Public Procurement Act will apply to this solicitation and any Contract resulting from this solicitation may be extended, with the Contractor’s authorization, to another public body to permit its use of the Contract. If the Contractor authorizes another public body to use a Contract resulting from this solicitation, the Contractor will deal directly with that public body concerning all matters regarding the Contract, including, but not limited to:

14.1.1 Terms and conditions required by that public entity;

14.1.2 Placement of orders;

14.1.3 Issuance of purchase orders;

14.1.4 Contractual disputes; and

14.1.5 Invoicing and payment.

14.2. A Contractor may withdraw its authorization to extend its Contract to a public body.

14.3. It is the Contractor’s responsibility to notify other public bodies of the availability of the Contract.

14.4. The City shall not be held liable for any costs or damages incurred by a public body or Contractor as a result of any Contract being extended or not extended to that public body by the Contractor.

15. SERVICE CONTRACT WAGES

15.1 Living Wage: If applicable, the Contractor shall comply with the provisions of the Alexandria City Code § 3-3-31.1 during the performance of the Contract. During the initial term of the Contract, all Contractor employees working on City-owned or City-controlled property shall be paid an hourly wage no less than the living wage published on the City’s website at the time of Contract execution.

15.2 Required Reporting: No more than ten (10) Calendar Days after the end of each quarter (January-March, April-June, July-August, and September-December), the Contractor shall submit, on a form acceptable to the Purchasing Agent, the name, position, current wage rate, and hours worked on City-owned or City-controlled property for each employee subject to the living wage requirements of this section and the change in total direct labor costs as a result of the living wage requirements of this section. The Contract shall not be renewed until this information is submitted to and approved by the Purchasing Agent.

15.3 Option Periods: For each option period for which the Contract is renewed, the Contractor’s employees’ wages shall be adjusted to correspond to the living wage rate posted on the City’s website as of the date of the Change Order authorizing the option period. Prior to renewal, the Contractor shall submit, on a form acceptable to the Purchasing Agent, the names of all employees who will be affected by the living wage requirements of this section, their positions, their wage rates prior to the renewal date, their wage rates in conformance with the living wage at renewal, and the change in total direct labor costs as a result of the living wage changes. No Contract shall be renewed until this information is submitted to and approved by the Purchasing Agent. The cost of any such increase in the living wage shall be added to the Contract Sum by Change Order.

15.4 Complaints by Aggrieved Employees: Within six (6) months of the Contractor’s failure to comply with the living wage requirements of this section, an aggrieved employee may file a complaint with the Purchasing Agent. If the Purchasing Agent determines that the Contractor paid the employee a wage rate less than that required by the Contract, the Contractor shall be liable to the employee for the amount of the unpaid wage, plus interest at the judgment rate. The Contractor shall not discharge, reduce the compensation of, or otherwise retaliate against any employee who files a complaint with the Purchasing Agent or takes any other action to enforce the requirements of this section.

15.5 Additional Requirements: At all times during the term of the Contract, the Contractor shall:

15.5.1 Post the current living wage rate notice in English and Spanish, as approved by the Purchasing Agent, in a prominent place at its offices and at each location where its employees perform services under the Contract;

15.5.2 Provide, within five (5) Calendar Days of an employee’s request, a written copy of the current living wage notice;

15.5.3 Include the required provisions of Alexandria City Code § 3-3-31.1 in all subcontracts for Work to be performed by subcontractors, so that the provisions are binding upon all required subcontractors;

15.5.4 Comply with all applicable federal, state, and City laws, rules, and regulations, including but not limited to the U.S. Fair Labor Standards Act of 1938, as amended; the U.S. Occupational Safety and Health Act of 1970, as amended; the U.S. Employee Retirement Income Security Act, as amended; Chapter 3 of Title 40.1 of the Code of Virginia, 1950, as amended; and

15.5.5 Submit, within five (5) Business Days of the end of each period in Section and in a form approved by the Purchasing Agent, quarterly and annual payroll reports, which shall include the hourly wage rates and wages provided by the Contractor and its subcontractors to each employee subject to the living wage requirements.

15.6 Contractor Record Keeping: The Contractor shall keep and preserve records that show the wages and benefits provided to each employee assigned to perform services under the Contract for a period of three (3) years after the expiration or termination of the Contract, whichever is earlier. The Contractor shall permit the Purchasing Agent or his or her authorized representative to examine and make copies of such records at reasonable times and without unreasonable interference with the Contractor’s business.

15.7 Violations: Violation of any law, rule, regulation, or provision of this section, as determined by the Purchasing Agent, shall be grounds for termination of the Contract and debarment of the Contractor.

Part C – Special Terms and Conditions image1.png