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VIRGINIA RAILWAY EXPRESS REQUEST FOR PROPOSALS (RFP) INSURANCE BROKERAGE SERVICES RFP Issued: January 10, 2018 Contact: Kristin Nutter, Acting Manager of Purchasing and Contract Administration, 1500 King Street, Suite 202, Alexandria, VA 22314 Main Office: (703) 684-1001 Direct/Fax: (703) 838-5441 Email: knutter@vre.org Page 1 of 63

TABLE OF CONTENTS PART I RFP INFORMATION 4 A Purpose/Background 5 B Procurement Schedule 8 C Notices for Offerors 9 PART II SCHEDULE 11 D Scope of Work 12 E Special Terms and Conditions 14 PART III GENERAL INFORMATION, INSTRUCTIONS 18 AND CONDITIONS FOR OFFERORS F General Information About the RFP 19 G General Instructions for Offerors 21 H General Conditions for Offerors 24 PART IV UTILIZATION OF DISADVANTAGED BUSINESS 27 ENTERPRISES AND SMALL BUSINESS CONCERNS I Disadvantaged Business Enterprises Policy 28 J Small Business Concerns Policy 30 PART V PROPOSAL REQUIREMENTS 33 K Proposal Content 34 L Cost Information 39 M Submission of Proposal 40 2

TABLE OF CONTENTS (continued) PART VI EVALUATION OF PROPOSALS, CONTRACT AWARD 43 AND CONTRACT EXECUTION N Evaluation of Proposals 44 O Contract Award 46 P Contract Execution 48 PART VII CONTRACT DELIVERABLES 49 Q Certificate of Insurance 50 R Invoices 51 S Project Reports/Documents 53 PART VIII DOCUMENTS, EXHIBITS AND OTHER 55 ATTACHMENTS T Exhibits 56 U List of Attachments 63 3

PART I RFP INFORMATION SECTION TITLE A B C Purpose/Background Procurement Schedule Notices for Offerors 4

SECTION A PURPOSE/BACKGROUND A.1 PURPOSE (VRE) is soliciting Proposals to establish a Contract with one (1) qualified and experienced insurance brokerage firm to develop, market and establish a comprehensive liability and property program to cover VRE commuter rail operations, as well as any other General Business Insurance which VRE may require. A.2 VRE BACKGROUND A. VRE is a commuter rail service linking the District of Columbia and Northern Virginia. The Northern Virginia Transportation Commission (NVTC) and the Potomac and Rappahannock Transportation Commission (PRTC) are transportation districts established under Virginia law and jointly own this service. An Operations Board consisting of members from each of the jurisdictions within the VRE service area governs the development and operation of VRE and serves as an advisory board to the NVTC and PRTC governing boards. Use of the term VRE in this RFP refers to NVTC and PRTC. B. VRE began operations in 1992 and carries an average of approximately 19,000 weekday trips. VRE operates thirty-two (32) revenue trains over a network of two (2) lines (Fredericksburg and Manassas) that cover eighty-nine (89) miles of track, from Union Station in Washington, D.C., south to Fredericksburg, Virginia and west to Manassas, Virginia. VRE uses existing railroad tracks owned by Norfolk Southern Railway and CSX Transportation, which are collectively referred to as the Railroads. The National Railroad Passenger Corporation (Amtrak) provides midday storage for VRE trains at the Ivy City Coach Yard in Washington, DC. C. VRE currently contracts with Keolis Rail Services Virginia to operate VRE trains and to provide mechanical services at VRE s two (2) maintenance and storage facilities located in Fredericksburg, VA and Manassas, VA. D. VRE s operating territory encompasses nineteen (19) stations including four (4) station facilities at Washington Union Station, L Enfant, Crystal City and Alexandria that are served by both the Fredericksburg and Manassas lines. Additional station information including addresses and available amenities can be found on VRE s website at http://www.vre.org/service/stations/. 5

E. In January 2014, VRE s Operations Board adopted System Plan 2040 which calls for expansion of service, requiring the addition of railcars, expansion of station and maintenance and storage facilities, as well as expanding operations to meet the goal of doubling ridership by 2040. VRE s multi-prong program addresses short term growth needs, as well as longer term capacity improvements and investments in maintaining and servicing VRE s equipment and facilities. F. The primary mission of VRE is to provide commuter-oriented passenger rail service between the outlying suburbs and the Washington-Arlington-Alexandria urban core. Some tourists and day-trippers also ride the trains. The service is heavily oriented towards that core area in the morning peak and in the opposite direction in the evening peak. A.3 PROJECT BACKGROUND A. Effective October 27, 1989, a Master Agreement to provide insurance for VRE operations was entered into by the Division of Risk Management (DRM) of the Virginia Department of the Treasury and the Commissions. There is no expiration date to this agreement. The agreement requires the Commissions to maintain a liability insurance program acceptable to and administered by DRM. B. In addition to carrying out their responsibilities for the administration of the insurance program and the insurance trust fund, DRM initially assumed responsibility for procuring insurance brokerage services. VRE assumed this responsibility for the plan year beginning July 1, 2008. C. The operating agreements currently require indemnification of the Railroads, Amtrak and Keolis by the Commissions in an amount up to $250,000,000. Keolis administers all liability claims under $15,000 on behalf of VRE through a subcontractor. DRM administers all property claims and all liability claims in excess of $15,000 on behalf of VRE and to the limits of any deductible or retention. An actuarial report is prepared annually to verify the adequacy of the insurance fund which is held by DRM. A.4 INSURANCE PROGRAM GENERAL DESCRIPTION A. VRE s required coverage includes the following lines of insurance: 1. General excess liability and terrorism insurance with limits of $250,000,000 per occurrence. The combined retention/deductible is currently set at $2,000,000; 2. Property insurance to cover all owned and leased railroad property and facilities; and 6

3. General business operations insurance which currently consists of automobile insurance. However other insurance coverage may be added from time to time. B. Insurance policies are issued to the Commissions, as joint owners and operators of VRE. The Railroads are named insured or indemnitees. C. Workers compensation for PRTC/VRE employees is currently provided through PRTC. FELA or Workers compensation coverage for Amtrak and Keolis employees is provided by their respective companies. D. Underwriting information will be made available to the selected broker as needed, including copies of operating agreements between the parties, actuarial reports, and premium and claims history. E. The insurance policies currently in force are as follows: TYPE OF INSURANCE LIMITS RETENTION/ DEDUCTIBLE PREMIUM 1. Railroad Coverage Liability and Terrorism $250 million $2,000,000 $3 million Property $50 million $250,000 $715,000 2. General Business Coverage Automobile $1 million $13,200 7

SECTION B PROCUREMENT SCHEDULE RFP Issued January 10, 2018 Submission of Written Questions (See Page 9) January 17, 2018 at 10:00 A.M. EST Proposals Due (Closing Date and Time) (See Page 42) January 31, 2018 at 2:00 P.M. EST Interviews (Optional) (See Page 46) February 20, 2018 at 9:00 A.M. to 2:00 P.M. EST _ (VRE) reserves the right to make changes to this schedule. All such changes shall be made by an addendum to the solicitation. Offerors must frequently monitor VRE s website at www.vre.org for information concerning this solicitation, including any addenda or notices. _ 8

SECTION C NOTICES FOR OFFERORS C.1 VRE INCLEMENT WEATHER POLICY In the event of inclement weather conditions, such as heavy snowfall, icy streets and sidewalks, flooding, earthquakes, tornadoes, and other natural disasters, which result in the cancellation of VRE service operation, the Proposal due date will be extended to the next business day VRE service operates. Notifications of service operation interruptions and the resumption of service are generally posted on VRE s website. An official addendum to the solicitation will be posted on VRE s website at the earliest opportunity once VRE service resumes operation. C.2 AVAILABILITY OF SOLICITATION DOCUMENTS The electronic versions of the solicitation documents are intended to provide convenience to prospective Offerors. Be advised that it is the responsibility of prospective Offerors to monitor VRE s website for any addenda, notices or postings. Failure to submit signed addenda may be grounds to declare a Proposal non-responsive. C.3 SUBMISSION OF WRITTEN QUESTIONS A. Deadline: All questions and requests for clarifications regarding the meaning or interpretation of this RFP and other solicitation documents, or any ambiguities, discrepancies, inconsistencies, or conflicts in or between any of the technical, pricing, or contractual provisions, must be submitted no later than the date and time specified in SECTION B PROCUREMENT SCHEDULE of this RFP. Questions and clarifications requested after such time will not be answered unless VRE elects, in its sole discretion, to do so. B. Format for Questions: Questions must be submitted in Microsoft Word format and include the related Section number and title. C. VRE Points of Contact: Questions must be submitted in writing via electronic mail to the following persons: Kristin Nutter Acting Manager of Purchasing and Contract Administration knutter@vre.org 9

Amy Keady Contracts Administrator akeady@vre.org D. No oral communication will be accepted. VRE will not be bound by any oral communications, or written interpretations or clarifications that are not set forth in an addendum. E. Questions and responses will be posted on VRE s website at www.vre.org. F. Any interpretation of a question made by VRE will be responded to and distributed in the form of an addendum to the RFP and will be available to all interested Offerors through VRE s website. 10