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VIRGINIA RAILWAY EXPRESS REQUEST FOR PROPOSALS (RFP) MAINTENANCE SERVICES FOR COMMUTER RAIL OPERATIONS RFP Issued: October 8, 2014 Contact: Gerri Hill, Manager of Contract Administration, 1500 King Street, Suite 202, Alexandria, VA 22314 Main Office: (703) 684-1001 Direct/Fax: (703) 838-5427 Email: ghill@vre.org Page 1 of 166

TABLE OF CONTENTS PART A RFP INFORMATION 11 1. Notices for Offerors 12 1.1 Purpose 12 1.2 Background 12 1.3 Procurement Schedule 13 1.4 Pre-Proposal Meeting 14 1.5 Site Visits 14 1.6 Confirm Attendance at the Pre-Proposal Meeting and Site Visits 15 1.7 Availability of Appendix Documents 16 1.8 Submission of Written Questions 16 PART B SCHEDULE 17 2. Summary of Work 18 2.1 General Requirements 18 2.2 Access to Washington Union Terminal 18 2.3 Schedule of Service 18 2.4 Conformity with Scope of Services 19 2.5 General Terms and Conditions 19 2.6 Regulatory Compliance with Laws, Rules, Regulations, 19 Permits and Standards 2.7 Definitions 21 3. Special Terms and Conditions 27 3.1 Term of Contract 27 3.2 Type of Contract 27 3.3 Incentives 27 3.4 Liquidated Damages 28 3.5 Service Changes 30 3.6 Section 13(C) Labor Protection 31 3.7 Availability of Employee Records 31 3.8 Criminal Background Check 31 3.9 English Proficiency 32 2

TABLE OF CONTENTS (Continued) 3.10 Force Majeure 32 3.11 Railroad Operating Rules 33 3.12 Coordination with Other Rail Carriers 33 3.13 Subcontracting 33 3.14 Access by Government Agencies 35 3.15 Picketing or Other Disruptions 35 3.16 Quality Assurance 35 3.17 Litigation and Notification 36 3.18 Task Order Procedures 37 3.19 Contractor Responsibilities 38 3.20 Project Administration 38 3.21 Work Site Damages 39 3.22 Site Investigation and Conditions Affecting the Work 39 3.23 Labeling of Hazardous Substances 39 3.24 Miscellaneous 39 4. Invoicing and Payment 41 4.1 Invoice Requirements 41 4.2 Payment Provisions 43 PART C SCOPE OF SERVICES 45 5. Maintenance of Equipment and Facilities 46 5.1 General 46 5.2 Policy and Regulatory Compliance 48 5.3 Performance Requirements 48 5.4 Performance Measures 49 5.5 Rolling Stock 49 5.6 Facility Use and Maintenance 58 5.7 Materials Management 63 5.8 Distribution of Public Information Materials and VRE Materials 64 5.9 Personnel/Staffing and Training 64 3

TABLE OF CONTENTS (Continued) 6. Management 69 6.1 General 69 6.2 Management Plan 69 6.3 Personnel/Staffing 70 6.4 Contractor Employee Incentive 72 6.5 Employee Training 73 6.6 Reporting and Recordkeeping 74 7. System Safety and Security 76 7.1 General 76 7.2 System Safety Program Plan 76 7.3 System Security Plan 79 7.4 Emergency Preparedness Plan 80 7.5 Emergency Response Plan 80 7.6 Contingency Plan 81 7.7 Violations 81 7.8 Employee Non-Compliance 81 7.9 Drug and Alcohol-Free Workplace 82 7.10 Safety Sensitive Positions 84 7.11 Incident Management 85 7.12 Non-Compliance on Incident Notification 87 7.13 Emergency Notifications 87 7.14 Site Visits By Regulatory Agencies 88 7.15 Open Process for Safety and Security Planning 88 7.16 VRE Agency Role in Safety Testing 88 7.17 Safety and Security Reporting 88 7.18 Safety Equipment or Practices 89 7.19 Safety Performance Record 89 7.20 Safety Rules and Security at VRE s Railroad Facilities 90 7.21 Comprehensive Safety Program 90 4

TABLE OF CONTENTS (Continued) 8. Information Systems Management 91 8.1 General 91 8.2 Computer Network 91 8.3 Information Systems Software 93 8.4 Operational Requirements 94 8.5 Backup and Disaster Recovery 95 8.6 Ownership of Hardware, Software and Data 95 9. Mobilization and Transition 96 9.1 General 96 9.2 Term 96 9.3 Mobilization Plan 96 9.4 Compensation 97 9.5 Initial Audit of Mobilization Facilities 97 9.6 Access to VRE Communications Room 97 9.7 Personnel 97 9.8 Technical Qualification 98 9.9 Equipment and Vehicles 98 9.10 Transition 98 9.11 Environmental Permits 98 10. Environmental Services 99 10.1 General 99 10.2 Environmental Permitting/Reporting 99 10.3 Air Emissions Testing, Permitting and Reporting 100 10.4 Hazardous Material Disposal 101 10.5 Environmental Subcontractors 102 10.6 Health and Safety Planning and Work Area Security 105 10.7 Training and Qualifications 105 10.8 Pest Control 106 5

TABLE OF CONTENTS (Continued) PART D GENERAL INFORMATION, INSTRUCTIONS 107 AND CONDITIONS FOR OFFERORS 11. General Information About the RFP 108 11.1 Proposal Preparation Costs 108 11.2 Modification of Proposal Closing Date 108 11.3 Addenda 108 11.4 Cancellation/Withdrawal of RFP 108 11.5 Waiver of Informalities 108 11.6 Disposition of Proposals 109 12. General Instructions for Offerors 110 12.1 Availability of Solicitation Documents 110 12.2 Written Communications 110 12.3 Clarification of Terms 110 12.4 Withdrawal of Proposal Prior to Closing Date 110 12.5 Late Proposals 111 12.6 Withdrawal of Proposals After Proposal Opening 111 12.7 Trade Secrets or Proprietary Information 112 13. General Conditions for Offerors 113 13.1 Debarment Status 113 13.2 Proposal Acceptance Period 113 13.3 Rejection of Proposals 113 13.4 Obligation of Contractor 114 13.5 Additional Information 114 13.6 Qualification of Offerors 114 13.7 Single Proposal 114 13.8 Pre-Award Survey 114 6

TABLE OF CONTENTS (Continued) 13.9 Delays in Award 115 13.10 Award for All or Part 115 13.11 Protest of Award 115 PART E UTILIZATION OF DISADVANTAGED BUSINESS 116 ENTERPRISES AND SMALL BUSINESS CONCERNS 14. Disadvantaged Business Enterprises Policy 117 14.1 General 117 14.2 DBE Certification 117 15. Small Business Concerns Policy 119 15.1 General 119 PART F PROPOSAL REQUIREMENTS 122 16. Proposal Content, Organization and Format 123 16.1 General Requirements 123 16.2 Proposal Content 123 16.3 Proposal Organization 130 16.4 Proposal Format 130 17. Cost Information 131 17.1 General Requirements 131 17.2 Cost Certification 131 7

TABLE OF CONTENTS (Continued) 18. Pricing Structure 132 18.1 General 132 18.2 Maintenance of Equipment 132 18.3 Maintenance of Facilities 133 19. Pricing Structure for Mobilization 135 19.1 General Requirements 135 20. Cost Proposal Requirements 136 20.1 General Requirements 136 21. Submission of Proposal 137 21.1 Identification of Proposal Package 137 21.2 Hand Delivery or Mailing of Proposals 138 21.3 Proposals Due (Closing Date) 138 PART G EVALUATION CRITERIA, CONTRACT 139 AWARD AND CONTRACT EXECUTION 22. Evaluation Criteria 140 22.1 Evaluation Criteria and Weighting Scheme 140 8

TABLE OF CONTENTS (Continued) 23. Contract Award 142 23.1 General 142 23.2 Interviews (Optional) 142 23.3 Negotiations 142 23.4 Award Selection 143 23.5 Award Documents 143 23.6 Notice of Intent to Award 143 23.7 Notice of Award 143 24. Contract Execution 144 24.1 Contract Documents 144 24.2 Failure to Execute Contract 144 24.3 Notice-To-Proceed 144 PART H CONTRACT DELIVERABLES 145 25. Surety Bonds 146 25.1 General Requirements 146 26. Certificate of Insurance 148 26.1 General Requirements 148 26.2 Pollution Liability Insurance 149 26.3 Indemnification of Contractor by VRE 149 27. Project Reports and Submittals 151 27.1 Use of Documents 151 27.2 General Submittal Schedule 151 27.3 Quality Assurance Submittal 152 9

TABLE OF CONTENTS (Continued) 27.4 Equipment and Facility Submittals 152 27.5 Management Submittals 153 27.6 System Safety and Security Submittals 154 27.7 Mobilization Submittals 155 27.8 Environmental Services Submittals 156 PART I INCORPORATED DOCUMENTS 157 28. Exhibits 158 28.1 References (Past and Present Experience) 159 28.2 References (Past and Present Experience) Terminated Contracts 160 28.3 Subcontractors 161 28.4 VRE Insurance Coverage Requirements 162 28.5 Proposal Preparation Checklist 163 29. Attachments 165 Attachment A Attachment B Attachment C Attachment D General Terms and Conditions VRE Safety and Security Guidelines Representations, Certifications and Other Statements of Offerors/Bidders Cost Proposal and Schedule of Costs 30. Appendices 166 Appendix 1 Appendix 2 Appendix 3 Appendix 4 Appendix 5 Appendix 6 Appendix 7 Appendix 8 Appendix 9 Appendix 10 Appendix 11 Appendix 12 Permits and Plans for Maintenance Facilities Train Schedules Maintenance Inspection Forms Standard Operating Procedures Passenger Car Cleaning Requirements Locomotive Maintenance Manuals Passenger Car Maintenance Manuals Train Washing Procedures Lost and Found Procedures VRE Retained Facilities Equipment Maintenance Policies VRE Provided Equipment, Tooling and Furnishings 10

PART A RFP INFORMATION SECTION TITLE 1. Notices for Offerors 11

SECTION 1 NOTICES FOR OFFERORS 1.1 PURPOSE The purpose of this Request for Proposals (RFP) is to establish a Contract with a qualified and experienced firm to provide maintenance services for Virginia Railway Express (VRE) commuter rail operations on the Fredericksburg and Manassas lines, which operates between Washington, D.C. and suburban Northern Virginia. To achieve this goal, VRE has developed this RFP to solicit Proposals from prospective mechanical service providers. At the conclusion of the procurement process, VRE intends to select a qualified Contractor that shall commence the Mobilization Phase and the subsequent Maintenance of Equipment and Facilities Phase in accordance with the schedule specified in this RFP. 1.2 BACKGROUND A. The is the name of 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 and operate this service. An Board which is a joint subcommittee of NVTC and PRTC consisting of members from each of the jurisdictions within the VRE service area, oversees 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 now carries an average of 19,000 daily passengers on thirty (30) scheduled trips and is currently operating at or above capacity with a significant amount of standees. In addition, growth and service changes have added many new facilities and infrastructure enhancements to VRE s asset inventory. VRE is committed to continued infrastructure and operational improvements, as the future growth of VRE will depend upon service reliability and the ability to expand to accommodate additional passengers. C. VRE currently contracts with Keolis Rail Services Virginia, LLC to operate and maintain all VRE trains. The Keolis contract began in July 2010 and is for an initial five-year term. D. VRE operates thirty (30) revenue trains, including ninety-five (95) Gallery-style railcars daily 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. 12

E. VRE operating territory encompasses eighteen (18) stations (including parking garages and parking lots) with four (4) common station facilities at Washington Union Station, L Enfant, Crystal City and Alexandria, as described in the Rider s Guide which is available in hard copy upon written request. Station addresses, with location maps and operating schedules are shown. This information is also available at VRE s website www.vre.org under Service Information. F. The primary mission of VRE is to transport commuters between outlying suburbs and the Washington-Arlington urban core. The service is heavily oriented towards the central business district in the morning peak and in the opposite direction in the evening peak. The only non-peak service is an early-afternoon return trip from Washington on each line, and two (2) limited-stop reversedirection trains on the Manassas Line in each peak period. G. Some tourists and day-trippers also ride the trains. However, there are limited opportunities for non-commuters and people who work non-traditional hours to ride VRE. Certain Amtrak trains honor VRE tickets and become, in effect, additional frequencies between the stations served by the Amtrak train. 1.3 PROCUREMENT SCHEDULE RFP Issued: October 8, 2014 Confirm Attendance at Pre-Proposal Meeting and Site Visit and Request DVD of Appendices: (See Page 15) Pre-Proposal Meeting: (See Page 14) Site Visits: (Crossroads & Broad Run Yards) (See Page 14) Deadline to Submit Questions: (See Page 16) Proposals Due: (See Page 138) Interviews (Optional): (See Page 142) October 14, 2014 by 11:00 A.M. EST October 17, 2014 at 2:00 P.M. EST October 18, 2014 at 9:00 A.M. EST October 23, 2014 at 11:00 A.M. EST November 19, 2014 at 2:00 P.M. EST TO BE DETERMINED VRE reserves the right to make changes to the above-mentioned 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. 13

1.4 PRE-PROPOSAL MEETING A. A pre-proposal meeting will be held for Offerors at VRE offices located at 1500 King Street, Suite 202, Alexandria, VA 22314. The date and time is specified in SECTION 1.3 PROCUREMENT SCHEDULE of this RFP. The VRE offices are easily accessible from the King Street Metrorail Station and Alexandria Train Station. B. Metered parking in the immediate vicinity is limited. It is highly recommended that Offerors utilize public transportation for the pre-proposal meeting. 1.5 SITE VISITS (Crossroads Yard and Broad Run Yard) A. A site visit to the two (2) VRE maintenance and storage facilities will be held on the date and time specified in SECTION 1.3 PROCUREMENT SCHEDULE of this RFP. B. Offerors are required to wear appropriate attire for the site visits. Safety equipment is required. Safety vests and safety glasses will be available. Personnel wearing soft-soled shoes, spiked heels or open-toe shoes and other inappropriate attire will not be permitted in the yards. C. Offerors shall first meet at: Crossroads Yard 9400 Crossroads Parkway Fredericksburg, VA 22408 Directions to the Crossroads Yard from Washington, D.C. and Northern Virginia are as follows: Follow I-95 South to Exit #126 (SR 1 and 17 South); Right turn at end of ramp; Proceed about ½ a mile and turn left at light to follow Route 17 South; Proceed through traffic light and after about 3.5 miles, Route 17 crosses over tracks on a bridge (wayside signals may be seen out the right window); From that bridge, road descends, near bottom, turn right onto Crossroads Parkway; and Follow Crossroads Parkway about ½ a mile and at the end, turn right onto the VRE access road; this road leads to the VRE Crossroads Yard gate. 14

D. Following the site visit at the Crossroads Yard, Offerors shall immediately proceed to: Broad Run Yard 10637 Piper Lane Bristow, VA 20136 Directions to the Broad Run Yard from the Crossroads Yard are as follows: Head east on Crossroads Parkway toward Route 17; Left turn onto Route 17 North / Mills Drive; Proceed about 4 miles and turn right at light to follow Route 17 North / Route 1 North; From Route 17 follow the signs and merge onto I-95 North; Follow I-95 North to Exit #152B (VA-234 North / Dumfries Road toward Manassas); After about 18 miles, take the ramp to VA-28 South / Nokesville Road; Follow VA-28 South for approximately 1 mile and turn left onto Piper Lane; Proceed on Piper Lane and turn left at the sign for the Broad Run Station; and Follow the Broad Run Station access road into the parking lot and the VRE Broad Run Yard gate is on the left at the corner of the parking lot opposite the station platform. 1.6 CONFIRM ATTENDANCE AT THE PRE-PROPOSAL MEETING AND SITE VISITS A. Offerors are highly recommended to attend the pre-proposal meeting and visit the project site in preparation for submission of an offer. An Offeror s failure to inspect the site shall not excuse non-performance arising out of or based on site conditions. B. Attendance shall be limited to no more than three (3) representatives of each firm. C. Offerors must confirm their attendance by contacting Kristin Nutter at (703) 838-5441 or knutter@vre.org by the date and time specified in SECTION 1.3 PROCUREMENT SCHEDULE of this RFP. 15

1.7 AVAILABILITY OF APPENDIX DOCUMENTS A. Solicitation appendices are available on DVD/CD only and will be distributed to Offerors at the pre-proposal meeting. B. Offerors must request and specify the number of DVDs/CDs needed when confirming their attendance at the pre-proposal meeting and site visits. 1.8 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 1.3 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 Point of Contact: Questions must be submitted to the VRE Manager of Contract Administration, in writing via electronic mail as listed on Page 1 of this RFP. No questions or requests for additional information, clarification or any other communication should be directed to any other individual. 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 in the form of an addendum to the RFP and will be available to all interested Offerors through VRE s website. 16