SECTION E
SPECIAL TERMS AND CONDITIONS
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E.1
E.2
TERM OF CONTRACT
A.
The term of the Contract shall be for a Base Period of three (3) years with
the option to extend for two (2) additional one-year periods, not to exceed
five (5) 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.
Unless otherwise directed in writing, the Contract will be extended by
VRE under the terms and conditions of the original Contract.
C.
A preliminary written notice of VRE’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 to an extension. The exercise of an option is
subject to the availability of funds at the time of the exercise of option.
D.
In the performance of this Contract, the Consultant shall comply with
ATTACHMENT V.1 – GENERAL TERMS AND CONDITIONS, as
applicable to this Contract.
TYPE OF CONTRACT
This is a cost-plus-fixed fee Contract.
E.3
PROJECT ADMINISTRATION
The VRE Project Manager will be the point of contact for all aspects of
the Contract. The VRE Project Manager 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, unless directed otherwise.
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Virginia Railway Express
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.
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. The Consultant shall
provide VRE with information as to the circumstances necessitating the
proposed change and other information as requested. Periodically, the
VRE 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
ongoing operations and other activities performed by VRE 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.
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Virginia Railway Express
E.7
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.
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 8:00 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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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, Federal Transit Administration
(FTA), Federal Railroad Administration (FRA), and/or related State and
Local Laws, Rules and Regulations shall be complied with.
E.10
LEGAL SERVICES
VRE legal services are provided by VRE's general counsel and counsel
retained directly by VRE. Absent written direction from VRE,
Consultants are not permitted to include on their team, or among their key
personnel, as Subconsultant(s) or employees of the Consultant, law firms
or attorneys primarily engaged in the practice of law in any state
regardless of the qualifications of the firm or the attorneys. This policy
does not apply to individuals employed or subcontracted by Consultants
who possess a juris doctorate, but are not licensed to practice law in any
state or who are no longer engaged in the practice of law.
E.11
RIDER CLAUSE
A.
VRE is jointly owned by the Northern Virginia Transportation Commission
(NVTC) and the Potomac and Rappahannock Transportation Commission
(PRTC), which are transportation districts established under Virginia law.
VRE is governed by an Operations Board comprised of the Director of the
Virginia Department of Rail and Public Transportation (DRPT) and
representatives from nine (9) member jurisdictions including the cities of
Alexandria, Fredericksburg, Manassas and Manassas Park, as well as the
counties of Arlington, Fairfax, Prince William, Stafford and Spotsylvania.
B.
The Consultant shall extend this Contract to any or all of the member
jurisdictions, including PRTC and NVTC, to purchase at the contract
prices and in accordance with the contract terms.
C.
Any member jurisdiction utilizing this Contract will place its own order(s)
directly with the Consultant. There shall be no obligation on the part of
any participating member jurisdiction to utilize the Contract.
D.
It is the Consultant’s responsibility to notify the member jurisdictions of
the availability of the Contract.
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Virginia Railway Express
E.
Each participating jurisdiction has the option of executing a separate
contract with the Consultant. Contracts entered into with a member
jurisdiction may contain general terms and conditions unique to that
jurisdiction including, by way of illustration and not limitation, clauses
covering minority participation, non-discrimination, indemnification,
naming the jurisdiction as an additional insured under any required
comprehensive general liability policies, and venue. If, when preparing
such a Contract, the general terms and conditions of a jurisdiction are
unacceptable to the Consultant, the Consultant may withdraw its extension
of the award to that jurisdiction.
F.
VRE shall not be held liable for any costs or damages incurred by another
jurisdiction as a result of any award extended to that jurisdiction by the
Consultant.
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RFP No. 016-017
Federal Relations Services
Virginia Railway Express