Request for Qualification - TPA for O-Line.docx

Section 5 Evaluation Criteria

Request for QUALIFICATIONS

THIRD-PARTY ADMINISTRATOR SERVICES FOR THE O-LINE RAIL CORRIDOR

RFQ # 269-2025-1819

City of Charlotte North carolina

JANUARY 7, 2025

REQUEST FOR QUALIFICATIONS

RFQ # 269-2025-1819

Third-Party Administrator Services for the O-Line Rail Corridor

JANUARY 7, 2025

Interested Firm:

The City of Charlotte, North Carolina, is now accepting Statements of Qualifications for Third-Party Administrator Services for its O-Line rail corridor. The requirements for submitting a Statement of Qualifications are stated in the attached Request for Qualifications (the “RFQ”). Please review them carefully.

A Non-Mandatory Virtual Information Conference for the purpose of reviewing the RFQ and answering questions regarding the Services will be held the week of JANUARY 15th, 2025. Date and time to be determined by January 10th. While attendance at the Information Conference is not mandatory, all interested Firm(s) are encouraged to participate.

Interested parties should contact Todd Holcomb for meeting information.

Submissions are due no later than JANUARY 30, 2025 at 2:00 p.m. EST.

Sincerely, Todd Holcomb Transit Procurement Officer

Checklist for submitting:

If you plan to submit, you must submit all required documents listed in the RFQ.

TABLE OF CONTENTS

Table of Contents

1. Introduction.

1.1. Objective.

The City of Charlotte (the “City”) and Norfolk Southern Railway Company (“NSR”) seek Statements of Qualifications from qualified and experienced firms interested in serving as a third-party administrator for certain claims that may arise under the Comprehensive Rail Agreement (the “CRA”) between the City and NSR. The CRA governs the parties’ shared use of the “O-Line” rail corridor that runs from uptown Charlotte to the northern Mecklenburg County border.

1.2. Definitions.

As used in this RFQ, the following terms shall have the meanings set forth below:

Specifications and Requirements: Refers to all definitions, descriptions, requirements, criteria, warranties, and performance standards relating to the Services that are set forth or referenced in: (i) this RFQ, including any addenda; (ii) the Documentation; and (iii) any functional and/or technical specifications that are published or provided by the Firm or its licensors or suppliers from time to time with respect to all or any part of the Services.

1.3. City and NSR’s Rights and Options.

The City and NSR reserve the right, at their sole discretion, to take any action affecting this RFQ, this RFQ process, or the Services subject to this RFQ that would be in the best interests of the City and NSR, including:

1.4.1. To supplement, amend, substitute, or otherwise modify this RFQ, including the schedule, at any time;

1.4.2. To cancel this RFQ with or without the substitution of another RFQ;

1.4.3. To require one or more Firms to supplement, clarify or provide additional information in order for the City and NSR to evaluate the Qualifications submitted

1.4.4. To investigate the qualifications, experience, capabilities, and financial standing of each Firm submitting a Statement of Qualifications;

1.4.5. To reject any or all Qualifications;

1.4.6. To terminate discussions and negotiations with any Firm at any time and for any reason;

1.4.7. To issue additional requests for information; and

1.4.8. To take any action affecting this RFQ, this RFQ process, or the Services subject to this RFQ that would be in the best interest of the City and NSR.

1.4. Conditions.

1.4.1. This RFQ does not constitute an offer by the City or NSR. No binding contract, obligation to negotiate, or any other obligation shall be created on the part of the City or NSR unless the City, NSR, and the Firm execute a Contract. No recommendations or conclusions from this RFQ process concerning the Firm shall constitute a right (property or otherwise) under the Constitution of the United States or under the Constitution, case law, or statutory law of North Carolina.

1.4.2. Right to Terminate Discussions.

The Firm’s participation in this process might result in the City and NSR selecting the Firm to engage in further discussions. The commencement of such discussions, however, does not signify a commitment by the City and NSR to execute a Contract or to continue discussions. The City and NSR can terminate discussions at any time and for any reason.

1.4.3. Trade Secrets and Personal Identification Information.

Definition.

Upon receipt by the City, all materials submitted by a Firm (including the Statement of Qualifications) are considered public records except for (1) material that qualifies as “trade secret” information under N.C. Gen. Stat. § 66-152 et seq. (“Trade Secrets”) or (2) “personally identifiable information” protected by state or federal law, to include, but not be limited to, Social Security numbers, bank account numbers, and driver’s license numbers (“Personally Identifiable Information” or “PII”).

Availability of Statement of Qualifications to City Staff and Contractors.

By submitting a Statement of Qualifications, each Firm agrees that the City and NSR may reveal any Trade Secret materials and PII contained therein to all of their staff and officials involved in the selection process, and to any outside consultant or other third parties who serve on the Evaluation Committee or who are hired or appointed by the City and NSR to assist in the evaluation process.

Availability of Statement of Qualifications via Public Records Requests.

Any person or entity (including competitors) may request Statement of Qualifications submitted in response to an RFQ. Only those portions of RFQs properly designated as Trade Secret or PII are not subject to disclosure. The public disclosure of the contents of a Statement of Qualifications or other materials submitted by a Firm is governed by N.C. Gen. Stat. §§ 132 and 66-152, et seq.

When determining whether to mark materials as Trade Secret, please note the following:

· Entire Statement of Qualifications may not be marked as Trade Secret

· Pricing may not be marked as Trade Secret The City and NSR may disqualify any Firm that designates its entire Statement of Qualifications as a trade secret, or any portion thereof that clearly does not qualify under applicable law as a Trade Secret or PII. Each Firm agrees to indemnify, defend, and hold harmless the City and NSR and each of their officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose any material that the Firm has designated as a Trade Secret or PII. This includes an obligation on the part of the Firm to defend any litigation brought by a party that has requested Statement of Qualifications or other information that the Firm has marked Trade Secret or PII.

1.4.4. Statutory Requirements.

Any Contract awarded as a result of this RFQ shall be in full conformance with all statutory requirements of North Carolina and all statutory requirements of the Federal Government, to the extent applicable.

1.4.5. Reservation of Right to Change Schedule.

The City and NSR shall ultimately determine the timing and sequence of events resulting from this RFQ. The City and NSR reserve the right to delay the commencement date and time for any phase of the Services if they believe that an extension will be in their best interests.

1.4.6. Reservation of Right to Amend RFQ.

The City and NSR reserve the right to amend this RFQ at any time during the process, if it believes that doing so is in their best interests. Firms are required to acknowledge receipt of each addendum.

1.4.7. No Collusion or Conflict of Interest.

By responding to this RFQ, the Firm shall be deemed to have represented and warranted that the Statement of Qualifications is not made in connection with any competing Firm submitting a separate response to this RFQ, and is in all respects fair and without collusion or fraud.

1.4.8. Statement of Qualifications Terms Firm and Irreversible.

The signed Statement of Qualifications shall be considered a firm offer on the part of the Firm. The City and NSR reserve the right to negotiate price and other terms. All Statement of Qualifications elements (including all statements, claims, declarations, prices, and specifications) shall be considered firm and irrevocable for purposes of future Contract negotiations unless specifically waived in writing by the City and NSR. The Firm chosen for award should be prepared to have its Statement of Qualifications and any relevant correspondence incorporated into the Contract, either in part or in its entirety, at the City's and NSR’s election. Any false or misleading statements found in the Statement of Qualifications may be grounds for disqualification.

1.4.9. Use of City’s and NSR’s Name.

No advertising, sales promotion, or other materials of the Firm or its agents or representatives may identify or reference the City or NSR in any manner absent the prior written consent of the City or NSR, as applicable.

1.4.10. No Bribery.

In submitting a response to this RFQ, each Firm certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the foregoing has bribed, or attempted to bribe, an officer or employee of the City or NSR in connection with the Contract.

1.4.11. Exceptions to the RFQ.

Other than exceptions that are stated in compliance with this Section, each Firm submitting a Statement of Qualifications shall be deemed to agree to comply with all the Specifications and Requirements of this RFQ. An “exception” is defined as the Firm’s inability or unwillingness to meet a term, condition, specification, or requirement in the manner specified in the RFQ. All exceptions taken must be identified and explained in writing in your Statement of Qualifications and must specifically reference the relevant section(s) of this RFQ. If the Firm provides an alternate solution when taking an exception to a requirement, the benefits of this alternative solution and impact, if any, on any part of the remainder of the Firm’s solution, must be described in detail.

Exceptions must be submitted via e-mail to the designated Procurement Officer.

1.4.12. Fair Trade Certifications.

By submitting a Statement of Qualifications, the Firm certifies that:

· The prices in its Statement of Qualifications have been arrived at independently, without consultation, communication, or agreement with anyone, as to any matter relating to such prices for the purpose of restricting competition;

· Unless otherwise required by law, the prices quoted in its Statement of Qualifications have not been knowingly disclosed by the Firm and will not knowingly be so disclosed prior to the Statement of Qualifications due date; and

· No attempt has been made or will be made by the Firm to induce any other person or firm to submit or not to submit a Statement of Qualifications for the purpose of restricting competition.

1.4.13. Firms’ Obligation to Fully Inform Themselves.

Firms or their authorized representatives must fully inform themselves as to all conditions, requirements, and specifications of this RFQ before submitting a Statement of Qualifications. Failure to do so will be at the Firm’s own risk.

1.4.14. Disclaimer

Each Firm must perform its own evaluation and due diligence verification of all information and data provided by the City and NSR. The City and NSR make no representations or warranties regarding any information or data they provided.

Section 1 Introduction and General Information

2. Procurement Process.

This Section 2 contains information about the procurement process for this Project.

2.1. Schedule and Process.

The following chart shows the schedule of events for this RFQ. The key events and deadlines for this process are as follows, some of which are set forth in more detail in the Sections that follow:

FEBRUARY 1 2025 –

FEBRUARY 15, 2025

Evaluation. The Evaluation Committee will assess each Statement of Qualifications and conduct evaluation activities with Firms.

2.2. Interpretations and Addenda.

Any questions pertaining to this RFQ should be submitted via e-mail to Todd Holcomb at Todd.Holcomb@charlottenc.gov.

When responding to Firm questions or issuing addenda to the RFQ, the City will post the answer or information via e-mail.

2.3. Information Conference.

A Non-Mandatory Information Conference will be conducted the week of JANUARY 10th, 2025. Date and time to be determined by January 10th.

Interested parties should contact Todd Holcomb for meeting information.

2.4. Submission of Statement of Qualifications.

Statements of Qualifications must be submitted in the format specified in Section 4 of this RFQ by JANUARY 30, 2025 at 2:00 p.m. EST.

When received, all Statement of Qualifications and supporting materials, as well as correspondence relating to this RFQ, shall become the property of the City. The Statement of Qualifications will not be read aloud or made available to inspect or copy until any trade secret issues have been resolved.

2.5. Correction of Errors.

The person signing a Statement of Qualifications must initial erasures or other corrections in the submission. The Firm further agrees that in the event of any obvious errors, the City and NSR reserve the right to waive such errors in their sole discretion. The City and NSR, however, have no obligation under any circumstances to waive such errors.

2.6. Evaluation.

As part of the evaluation process, the Evaluation Committee may engage in discussions with one or more Firms. Discussions might be held with individual Firms to determine in greater detail the Firm’s relevant qualifications and experience, to explore with the Firm the scope and nature of the required Services, to learn the Firm’s proposed method of performance and the relative utility of alternative methods, and to facilitate arriving at a Contract that will be satisfactory to the City and NSR.

The City and NSR may in their discretion require one (1) or more Firms to make presentations to the Evaluation Committee or appear before the City and NSR and/or their representatives for an interview. During such interview, the Firm may be required to orally and otherwise present its Statement of Qualifications and to respond in detail to any questions posed. Additional meetings may be held to clarify issues or to address comments, as the City and NSR deem appropriate. Firms will be notified in advance of the time and format of such meetings.

Since the City and NSR may choose to award a Contract without engaging in discussions or negotiations, the Statement of Qualifications submitted shall state the Firm's best offer for performing the Services described in this RFQ.

2.7. Vendor Inclusion.

The City’s vendor management philosophy supports a fair, open, and inclusive process that offers the same access and information to all Firms. Although Firms are not required to be registered in the City’s vendor registration system prior to submitting a Statement of Qualifications, in order to execute a contract with the City and receive payment from the City, all Firms must register with the City’s vendor registration system.

Your registration provides the City with baseline information for your company including location, contact and demographic information, as well as your areas of expertise with specific commodity and/or service descriptions. You will also have the opportunity to complete any applicable certifications if your company desires to establish itself as an SBE, MBE, or WBE. The link below will provide you with the opportunity to complete your registration on-line with the City.

Section 2 Procurement Process http://charlottenc.gov/vendors

3. SCope of THIRD-PARTY ADMINISTRATOR SERVICES FOR THE O-LINE RAIL CORRIDOR.

3.1. Introduction.

The City and NSR seek statements of qualifications from qualified and experienced firms interested in serving as a third-party administrator for certain claims that may arise under the Comprehensive Rail Agreement (the “CRA”) between the City and NSR. The CRA governs the parties’ shared use of the “O-Line” rail corridor that runs from uptown Charlotte to the northern Mecklenburg County border. The CRA is publicly available for download from the Surface Transportation Board’s online docket at this link.

In September 2024, the City purchased NSR’s interests in the O-Line, subject to NSR’s reservation of an exclusive freight easement over the O-Line. NSR continues to use the corridor for freight service. The City is advancing plans to use the O-Line for commuter-rail service in the future that will be provided in tandem with NSR’s freight service. The CRA defines the parties’ rights and obligations concerning the use of the O-Line before commuter-rail service begins (the “Interim Period”) and after it commences. In particular, Article 14 of the CRA includes detailed provisions about the allocation of responsibility for certain claims and liabilities between the parties.

Section 13.3(d) of the CRA requires that City and NSR enter into an agreement with a third-party administrator (the “TPA”) by early March 2025 for a limited purpose—to consider and resolve any claims by NSR that the City has not fulfilled its obligations under Article 14 of the CRA (each a “Claim”).

3.2. Scope of Third-Party Administrator Services.

The City and NSR seek to engage a firm to serve as the TPA that can consider and resolve any Claims with diligence, skill, and professionalism. The City, NSR, and the TPA would enter into a three-party agreement to govern their relationship (the “TPA Agreement”). It is possible that few or no Claims would arise during the term of the TPA Agreement.

If a Claim is submitted to the TPA, the parties anticipate that the TPA’s role would be substantially similar to that of an arbitrator. In this case, the TPA would consider each party’s position on a given Claim and determine how the Claim should be resolved based on the provisions of the CRA. The CRA dictates that the TPA would make this decision without regard to any principles of sovereign immunity or other limitations of North Carolina law that might otherwise pertain to the City. The TPA may decide to rely on each party’s investigation and submissions about the Claim or may decide to augment the record with its own independent investigation. If the TPA ultimately decides that the City is indebted to NSR for a given Claim, the TPA would be authorized under the TPA Agreement to release funds from an escrowed account to satisfy any City obligations.

The City and NSR will jointly consider and select a firm to engage as the TPA. The parties expect the TPA to have legal experience and training or other expertise in interpreting and applying complex commercial contracts and liability provisions, ideally in relation to the railroad or transportation industry. After a candidate is selected, the parties would negotiate and execute the TPA Agreement in mutually agreeable form.

3.3. Term.

The TPA Agreement’s term is indefinite because, under the CRA, the TPA would serve until the earlier of: (1) the date that all insurance for the construction of the O-Line improvements for commuter-rail service is in place to the satisfaction of NSR or (2) the date when the City obtains commercial general liability insurance acceptable to NSR that covers the City’s obligations under the CRA during the remainder of the Interim Period.

3.4. Applicable Text Of The CRA.

The relevant portions of Section 13.3(d) of the CRA that define the TPA’s role and duties are copied below:

Within six (6) months after the Closing Date, NSR and City shall select and enter into an agreement with a mutually agreed third-party administrator (the “TPA”) pursuant to which, among other things:

A. City will deposit into a fund established with the TPA, or as the TPA may otherwise direct, the amount of $10,000,000 (the “Self-Insurance Fund”);

B. at any time that the balance of the Self-Insurance Fund shall be less than $5,000,000, City shall deposit into the Self-Insurance Fund an amount sufficient to restore the balance of the Self-Insurance Fund to $10,000,000;

C. at any time that NSR determines that City is unable or unwilling to fulfill City’s obligations arising under Article 14, NSR may file a claim with the TPA for recovery from the Self-Insurance Fund; and D. the TPA will determine the validity and amount of each claim based on the plain language of Article 14 without regard to any principles of sovereign immunity or other limitations of North Carolina law that might otherwise pertain to City.

City shall be responsible for any costs associated with the establishment and administration of the Self-Insurance Fund. With respect to City’s obligations under Section 13.3(d)(ii)(A) above, any amounts remaining in the Guaranty Fund may be transferred to the Self-Insurance Fund and credited towards the City’s required contributions to the Self-Insurance Fund upon the consent of NSR, which consent may not be unreasonably withheld, conditioned, or delayed. Upon establishment and operation of the Self-Insurance Fund to the reasonable satisfaction of NSR, the Guaranty Fund shall be dissolved and the balance thereof, if any, refunded to City.

Section 3 Scope of Services

4. StaTEMENT OF Qualifications CONTENT AND format.

The City desires all Statement of Qualifications to be identical in format in order to facilitate comparison. While the City’s format may represent departure from the Firm’s preference, the City requires strict adherence to the format. The Statement of Qualifications shall be submitted in the format described below:

A. Cover letter;

B. Resume;

C. Pricing Worksheet;

D. Summary of Previous Work Experience;

4.1. Statement of Qualifications Content.

4.1.1. Cover Letter.

The Statement of Qualifications must include a letter of transmittal attesting to its accuracy, signed by an individual authorized to execute binding legal documents. The cover letter shall provide the name, address, telephone, and facsimile numbers of the Firm, along with the name, title, address, email address, and telephone numbers of the executive that has the authority to contract with the City and NSR. The cover letter shall present the Firm's understanding of the Project and a summary of the approach to perform the Services.

4.1.2. Resume.

4.1.3. Pricing Worksheet.

4.1.4. Summary of Relevant Work Experience.

The Statement of Qualifications should include a concise summary of the Firm’s history of performing similar services (including any prior work experience in the railroad or transportation industry) and the Firm’s familiarity with the specific challenges and requirements posed by the requested Service.

Section 4 Content and Format

5. REQUEST FOR QUALIFICATIONS evaluation criteria.

Each Statement of Qualifications will be evaluated based on the Firm's ability to meet the performance requirements of this RFQ. This section lists the evaluation criteria that will be used to evaluate the Statement of Qualifications. To be deemed responsive, it is important for the Firm to provide appropriate detail to demonstrate satisfaction of each criterion and compliance with the performance provisions outlined in this RFQ. The Firm’s Submission will be the primary source of information used in the evaluation process. A Statement of Qualifications must contain information specifically related to the proposed Services requested herein. Failure of any Firm to submit information requested may result in the elimination of the Submission from further evaluation.

Each submitted Statement of Qualifications will be assessed to determine the most comprehensive, competitive, and best value solution for the City and NSR based on, but not limited to, the criteria below. The City and NSR reserve the right to modify the evaluation criteria or waive portions thereof. The Statements of Qualifications will be evaluated on the following major categories:

a. Qualifications,

b. Experience, and

c. Cost image1.jpeg