3-Part C - RFP STC 04-24-2026.pdf

City of Alexandria Request for Proposals

Organizational Assessment and Integration Study

RFP 2030

Part C – Special Terms and Conditions

1. General Overview This section covers the Special Terms and Conditions for this Solicitation. Offerors are encouraged to thoroughly review all Solicitation Documents. 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 Contracting Officer 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 response 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.

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. 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.

4.3. City Acceptance

4.3.1 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.

4.3.2 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.

4.4. 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 (if applicable) The Contractor must, without additional expense to the City, obtain any necessary licenses.

5.1. Practice License:

The Contractor shall possess and maintain all licenses, certifications, or registrations required by law for the performance of the services.

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. Payment and Invoicing

7.1. Invoicing Requirements

7.1.1 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.

7.1.2 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.

7.2. 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.

7.3. 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.

8. Renewal of Contract Option 1: No Price Adjustment) {Use this clause for term contracts for goods or services when the City desires the option to renew the Contract for a defined period without renegotiation of prices, terms, or conditions.

This clause is appropriate when market pricing is expected to remain stable over the potential renewal period(s). If market conditions may fluctuate, consider using the Renewal of Contract with Price Adjustment clause instead.}

8.1. The City of Alexandria may, at its sole discretion, renew this Contract upon the written agreement of both parties for one (1) additional one-year period, or for up to ____ successive one-year periods, under the same prices, terms, and conditions as the original Contract.

8.2. 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.

8.3. Renewal shall be subject to the availability of funds and the Contractor’s satisfactory performance, as determined by the City.

Option 2: (With CPI-Based Price Adjustment) {Use this clause for service contracts, particularly those with a significant labor component, when renewal may be desirable and limited price adjustments may be necessary due to economic conditions.

This clause should be used selectively and only when justified. The most appropriate CPI- U category applicable to the Contract must be identified. If only a single one-year renewal is contemplated, 11.6.2 Subsequent Renewal Period may be deleted.}

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

8.5. 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.

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

8.6.1 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 _____________ 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.

9. Safety and Compliance {Only use if services occur on City premises}

9.1. 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.

9.2. 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.

9.3. 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.

10. City-Related Conditions and Contractor Responsibilities

10.1. City-Furnished Property (If applicable)

10.1.1 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.

10.1.2 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.

10.1.3 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.

10.2. Hazardous Materials (If applicable)

10.2.1 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.

10.2.2 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.

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

10.3. Use of City Premises and Storage Areas (If applicable)

10.3.1 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.

10.3.2 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.

10.4. Permits, Licenses, and Legal Compliance

10.4.1 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.

10.4.2 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.

10.4.3 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.

10.5. Damage to Property

10.5.1 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.

10.5.2 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.

10.6. Site Familiarity (If applicable)

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

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

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

11.1. The City does not guarantee any minimum quantity of services, number of hours, level of effort, or volume of work under this Contract. Any quantities, hours, or estimates referenced in the Solicitation or Contract Documents are provided for planning and evaluation purposes only and shall not be construed as commitments by the City.

11.2. The Contractor shall furnish services only as authorized by the City and only to the extent ordered, requested, or funded by the City. The City may increase, decrease, or eliminate services within the scope of the Contract based on its needs, funding availability, or operational requirements.

11.3. Compensation under the Contract shall be based solely on the services actually performed and accepted by the City in accordance with the Contract. No adjustment to pricing, rates, or fees shall be permitted due solely to the City’s ordering of quantities or hours that differ from estimates provided in the Solicitation.

11.4. Any material change to the scope of services, level of effort, not-to-exceed amount, or pricing structure must be authorized by a written Contract Modification executed by the City in accordance with this Contract. The Contractor shall not perform additional services or incur costs in excess of authorized amounts without such written approval.

11.5. Nothing in this section shall be construed to create an obligation for the City to order services, to exhaust any estimated quantities or funding amounts, or to compensate the Contractor for anticipated but unperformed services.The quantities outlined in the Solicitation Documents are approximate, and the unit prices proposed must be applied to the estimated quantities shown in the Solicitation response to reflect an increase or decrease. Any increase to quantities must require a Contract Change Order signed by the Contracting Officer.

12. Contractor Personnel

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

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

12.2.1 pose a safety or security risk;

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

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

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

12.3. 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.

13. Use of Contract By Other Public Bodies (if applicable)

13.1. 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:

13.1.1 Terms and conditions required by that public entity;

13.1.2 Placement of orders;

13.1.3 Issuance of purchase orders;

13.1.4 Contractual disputes; and

13.1.5 Invoicing and payment.

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

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

13.4. 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.