SECTION E
SPECIAL TERMS AND CONDITIONS
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E.1
E.2
TERM OF CONTRACT
A.
The term of each Contract shall be for a Base Period of one (1) year with
the option to extend for nine (9) additional one-year periods, not to exceed
ten (10) years. The Base Period will commence on the date set forth in the
written Notice-To-Proceed.
B.
The exercise of a Contract option will be at the sole discretion of VRE and
PRTC. Unless otherwise directed in writing, the Contract will be
extended by VRE and PRTC under the terms and conditions of the
original Contract.
C.
A preliminary written notice of VRE’s and PRTC’s intention to exercise
an option will be given approximately thirty (30) calendar days prior to the
expiration date of the Base Period and each Option Year Period. The
preliminary notice does not commit VRE or PRTC to an extension. The
exercise of an option is subject to the availability of funds at the time of
the exercise of option.
TYPE OF CONTRACT
This is a firm-fixed price Contract.
E.3
PROJECT ADMINISTRATION
The VRE Project Manager and PRTC Project Manager will be the point of
contact for all aspects of the Contract. Both Project Managers will
conduct ongoing reviews of the Consultant’s progress in performing the
work and will furnish comments in a timely manner. All communications
to other agencies shall be through the VRE Project Manager and PRTC
Project Manager, unless directed otherwise.
E.4
CONFORMITY WITH SCOPE OF WORK
All deviations from the scope of work/services, plans, and/or
specifications must be authorized in writing by VRE and PRTC.
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RFP No. 016-015
Diesel Fuel Price Risk Management Consulting Services
Virginia Railway Express
E.5
E.6
PRIME CONSULTANT RESPONSIBILITIES
A.
The Consultant shall be responsible for completely supervising and
directing the work under this Contract and all Subconsultant(s) that it may
utilize, using adequate skill and attention. Subconsultant(s) who perform
work under this Contract shall be responsible to the Prime Consultant.
B.
During the period of performance, the Consultant shall not substitute key
personnel without the written approval of VRE and PRTC. The Consultant
shall provide VRE and PRTC with information as to the circumstances
necessitating the proposed change and other information as requested.
Periodically, the VRE Project Manager and the PRTC Project Manager
may request an updated list of personnel.
C.
The Consultant agrees that it is fully responsible for the acts and omissions
of its Subconsultant(s) and of persons employed by the Subconsultant as it
is for the acts and omissions of its own employees.
D.
The Consultant shall coordinate the work on this Contract with VRE’s and
PRTC’s ongoing operations and other activities performed by VRE, PRTC
or other Contractors.
SUBCONTRACTING
A.
In the event the Consultant desires to subcontract part of the work
specified herein, the Consultant shall submit with the Proposal, a list of the
Subconsultant(s) and their required certifications, qualifications,
experience, project assignment and contact information.
B.
During the period of performance, the Consultant shall not substitute
Subconsultant(s) and/or the Subconsultants’ key personnel without prior
written approval of VRE. Any new Subconsultant(s) must be identified as
per the above paragraph. The Consultant shall provide VRE with
information as to the circumstances necessitating the proposed change and
other information as requested.
C.
Proposed substitutions must have comparable qualifications and
experience to those being replaced. VRE will notify the Consultant within
ten (10) calendar days after the receipt of all required information if this
change is approved. VRE and the Consultant shall subsequently amend
the required Contract documents.
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Diesel Fuel Price Risk Management Consulting Services
Virginia Railway Express
E.7
D.
VRE reserves the right to request from the Consultant during the
solicitation process and any time during Contract performance, additional
information about a Subconsultant proposed by the Consultant, that VRE
deems necessary to evaluate the qualifications of the Subconsultant.
E.
The Consultant shall, however, remain fully liable and responsible for the
work to be done by its Subconsultant(s) and shall assure compliance with
all requirements of the Contract.
F.
The volume of work performed by the Subconsultant(s) shall not exceed
forty-nine percent (49%) of the total Contract value.
PERSONNEL
The Consultant shall assign a single point of contact that must be available
between the hours of 8:30 A.M. and 5:00 P.M. EST, Monday through
Friday, to address any critical issues that arise.
E.8
LITIGATION AND NOTIFICATION
The Consultant shall notify the VRE Manager of Purchasing and Contract
Administration if any of the following occur:
A.
The Consultant or any of the Subconsultant(s) are served with a notice of
violation of any law, regulation, permit or license which relates to this
Contract;
B.
Proceedings are commenced which could lead to revocation of related
permits or licenses;
C.
Permits, licenses or other Government authorizations relating to this
Contract are revoked; or
D.
Litigation is commenced in which the Consultant is a named party and
which also involves as a named party, any Subconsultant of the Consultant
who is otherwise a provider of indirect services or products under this
Contract.
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RFP No. 016-015
Diesel Fuel Price Risk Management Consulting Services
Virginia Railway Express
E.9
REGULATORY COMPLIANCE WITH LAWS AND PERMITS
The Consultant shall comply with all applicable Federal, State and Local
regulations. In addition to the requirements described in the preceding
Sections, any additional regulatory compliance required by the United
States Department of Transportation, the Environmental Protection
Agency, and/or related State and Local Laws, Rules and Regulations shall
be complied with.
E.10 SAFETY RULES AND SECURITY AT VRE’S RAILROAD FACILITIES
In the performance of this Contract, the Consultant shall not work around
or near railroad operations. In an effort to avoid the risk of potential
injury, the Consultant shall become familiar with all the safety rules set
forth in ATTACHMENT U.2 – VRE SAFETY AND SECURITY
GUIDELINES. In an emergency, the Consultant shall act at its discretion
to prevent threatened damage, injury or loss.
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RFP No. 016-015
Diesel Fuel Price Risk Management Consulting Services
Virginia Railway Express