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REQUEST FOR PROPOSAL (RFP) FOR

RFP 14-11 / PROJECT 13529 / ADVANCED METERING INFRASTRUCTURE (AMI) FIXED-NETWORK SYSTEM MINI-PILOT

LOUISVILLE WATER COMPANY LOUISVILLE, KENTUCKY

RFP Opening Date: June 25, 2014

Terri Conner Buyer (502) 569-3658 [email protected]

RFP

TABLE OF CONTENTS

REQUEST FOR PROPOSAL.............................................................................................................................. 3 CHECKLIST ..................................................................................................................................................... 5 INSTRUCTIONS TO PROPOSERS..................................................................................................................... 7 INTRODUCTION & BACKGROUND ............................................................................................................... 12 TECHNICAL SPECIFICATIONS ....................................................................................................................... 13 SUPPLEMENTARY SPECIFICATIONS ............................................................................................................. 29 EVALUATION PROCESS ................................................................................................................................ 35 TIME LINE .................................................................................................................................................... 37 COST PROPOSAL.......................................................................................................................................... 39 PROPOSAL FORM ........................................................................................................................................ 41 EXHIBIT A – GOODS & SERVICE CONTRACT ................................................................................................ 43 EXHIBIT B – CUSTOMER METER ADDRESS LIST ........................................................................................... 45 EXHIBIT C – METER CYCLE 17 - ROUTE 12 GIS MAP .................................................................................... 47 EXHIBIT D – SAMPLE EASEMENT................................................................................................................. 49

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REQUEST FOR PROPOSAL Proposal Number/Title:

14-10 / Project 13529 / Advanced Metering Infrastructure (AMI) Fixed-Network System Mini-Pilot

Proposal Opening Date:

Wednesday, June 25, 2014

Brief Scope:

Louisville Water Company (LWC) is requesting Proposals for the purchase and installation of an Advanced Metering Infrastructure (AMI) Fixed-Network System Mini-Pilot and Annual Operation Services (AMI hosting services).

For questions relating to this Proposal, email the Buyer listed on the cover page. Questions must be submitted to Buyer nine (9) calendar days prior to Proposal Opening Date. Sealed Proposals for the material or service specified above shall be received in the Procurement Services Department of Louisville Water Company at 550 South Third Street, Louisville, KY 40202 up to and including 11:00 a.m. Eastern Time on the date cited above. Proposals are on file and may be obtained from the Goods & Services Eplanroom at www.lwckyplanroom.com. Proposals must be in the actual possession of the Procurement Services Department on or prior to the exact date and time indicated above. All timely Proposals shall be acknowledged at Proposal Opening. Minority/Women Business Enterprises will be afforded full opportunity to submit Proposals, and no Proposer will be discriminated against on the grounds of race, color, religion, gender, age, or national origin. The Company will award the Contract to the Proposer presenting a Proposal that is responsive to the Requirements, is in substantial compliance with the Contract requirements, and presents the lowest and best price for the material or service. The Company may accept the Proposal that the Company determines is in the Company's best interest, which may not necessarily be the least expensive Proposal or highest point total Proposal. The Proposal shall be awarded on a total, line item or category basis at the sole discretion of the Company. The Company reserves the right to disqualify Proposals deemed to be defective and/or non-responsive; the right to waive defects in Proposals where the Company determines that such defects are immaterial; and the right to reject Proposals deemed untimely, received via facsimile or email, or received from Proposers or subProposers not prequalified with the Company if prequalification is required.

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The Company follows the Kentucky Bid Law and has not adopted the Kentucky Model Procurement Code. The following entities may also purchase from this Proposal: Louisville/Jefferson County Metropolitan Government; Metropolitan Sewer District, Regional Airport Authority, University of Louisville; Jefferson County Public Schools a/k/a Jefferson County Board of Education; and, the Transit Authority of River City a/k/a TARC. Some of these entities have adopted the Model Procurement Code. The Proposer will be required to meet any applicable prequalification requirements of each entity. Proposer will be required to enter into a separate purchase order with each entity for any purchases by the other entities from this Proposal.

Terri Conner Procurement Services

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CHECKLIST Proposers must return the following: 1. Technical Proposal 2. Signed Proposal Form 3. Cost Proposal 4. Any other submittals as required herein. Failure to adhere to all these requirements may result in disqualification.

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INSTRUCTIONS TO PROPOSERS

1. CERTIFIED MINORITY AND WOMEN BUSINESS ENTERPRISE PROGRAM Louisville Water Company and/or its Contractors will not discriminate on the basis of race, color, national origin, gender, age, religion, or physical or mental disability in the award and performance of contracts. It is the policy of Louisville Water Company to take all necessary and reasonable steps to provide certified Minority and Women owned businesses an opportunity to compete on an equal basis with all other Contractors/suppliers in the marketplace and to assist in developing and strengthening women and minority businesses. Qualified Minority and Women Business Enterprises are encouraged to submit Proposals in response to this request. In the event that General Contracting firms and suppliers utilize subcontractors, they are encouraged to select qualified Minority and Women Business Enterprises to provide materials or services as part of this contract. 2. CONTACT For any questions or clarifications relating to bidding, the Proposer should contact the Buyer whose name and contact information are listed on the cover page. 3. ADDENDA The Company reserves the right to issue written addenda for the purpose of modifying the Proposal and subsequent Contract at any time prior to 11:00 a.m. EST/EDT on the Proposal Opening Date. The Proposer shall acknowledge, on the Proposal Form, receipt of each and every addendum. If addenda are issued after Proposals have been submitted to the Company but before the Proposal Opening Date, Proposers may withdraw and resubmit the Proposal as long as the revised Proposal is received prior to the Proposal Opening Date and time. If a Proposal has already been submitted, Proposer may acknowledge addendum by contacting the buyer in writing prior to the Proposal Opening Date and time. 4. SUBMISSION OF PROPOSALS The Proposer must submit its Proposal in accordance with the following requirements: A. BID PACKAGE The signature on the Proposal Form certifies that the Proposal meets all of the requirements of the Contract Documents. Submit each Proposal in a sealed envelope bearing on the outside the name of the Proposer, complete mailing address and phone number of the Proposer’s representative and the Proposal name and number. Failure to use the Company’s actual Proposal forms may subject the Proposal to disqualification. All Proposals forwarded by mail must be addressed to Procurement Manager, Louisville Water Company, 550 South Third Street, Louisville, Kentucky 40202.

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A signed Proposal must be submitted in two separately, sealed envelopes and shall be marked with the Proposers name and either “Technical Proposal” or “Cost Proposal”. One envelope shall be marked “Technical Proposal” and contain one (1) original of entire signed Technical Proposal and one (1) Windows XP compatible CD containing an exact copy of the Technical Proposal in a PDF format. The other sealed envelope shall be marked “Cost Proposal” and contain one (1) original of the Cost Proposal. This envelope shall contain ALL information relating to this Proposal concerning cost. Proposals submitted by telegraphic means (e.g. FAX) or e-mail will be rejected. B. ELECTRONIC PROPOSALS The Company reserves the right to issue and/or receive any and all Proposals by electronic means. This may require electronic Proposer registration. The Company will comply with all provisions of applicable Kentucky Revised Statutes including KRS 424.260 and all Company procurement policies and procedures. C. PLACE/TIME Proposals must be received in the Procurement Services of the Company’s Main Office Building located at 550 South Third Street, Louisville, Kentucky 40202, at or before 11:00 a.m. EST/EDT, of the Proposal Opening Date stipulated in the RFP. Proposals delivered to the Procurement Services will be clocked in to record the official date and time of receipt. Any Proposal received after the day and hour stipulated will be rejected by the Company and shall be returned unopened to the Proposer. The Company shall not assume responsibility for any late Proposal for any reason. D. MULTIPLE/ALTERNATE PROPOSALS OR PROPOSALS CONDITIONED UPON ADDITIONAL TERMS LWC will not consider multiple or alternate Proposals unless expressly called for in the Specifications. Submission by a Proposer of additional terms, conditions and/or agreements with its Proposal may result in disqualification of its Proposal. E. MATERIALS/METHODS The response to the RFP shall be based on using the materials or methods stated in the RFP. If a Proposer desires to submit a Proposal with materials or methods not previously used and approved by the Company, the Proposer must first submit samples and/or descriptive literature or a detailed explanation of the method. F. BIDDER RESPONSIBILITY LWC will not be responsible for errors or omissions on the part of Proposers in preparation of their Proposals. LWC shall not provide any reimbursement for the cost of developing or presenting Proposals or assignment Proposals in response to this RFP. Failure to include all requested information may disqualify your Proposal for not being responsive to the RFP. All Proposals must be signed and any Proposal received unsigned will be disqualified for being non-responsive to the RFP.

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G. NO PROPOSAL When a Proposal is not submitted the Company requests that the Proposal Form be returned to the Company and marked “no Proposal” with reasons a Proposal is not submitted. H. WITHDRAWING PROPOSALS Proposals may be withdrawn at any time by an authorized representative of the Proposer, before 11:00 a.m. EST/EDT on the Proposal Opening Date, but may not be withdrawn after the Proposal-opening time on the Proposal Opening Date has passed. I. PROPOSAL PRICE IS INCLUSIVE The amount stated in the Proposal shall be all inclusive, and therefore shall constitute the total compensation for the goods, materials and/or services to be performed, including Kentucky sales and usage tax and any other applicable taxes (see Item M) and, unless otherwise specified, materials and equipment to be installed and utilities and transportation. J. AWARD OF CONTRACT NOT GUARANTEED The selection of a contractor(s) and the execution of a contract(s), while anticipated, is not guaranteed by LWC. LWC makes no commitment to any Proposer of this RFP beyond consideration of the Proposal. K. SAMPLES If requested, Proposer must provide samples. Proposer must also deliver samples if Proposer proposes to use goods or materials not specifically conforming to the Specifications. Samples will be checked and tested as necessary by the Company for compliance with the Contract specifications. Proposer shall provide technical assistance to the Company as requested in order to conduct testing. Samples are to be properly marked for identification and must include the Contractors’ name and Proposal number as shown in the RFP. All samples are to be furnished to the Company at no cost to the Company, and if Proposer desires samples returned, Proposer shall be responsible for cost to return samples to Proposer. If considered necessary for testing purposes, however, the Company shall have the right to mutilate, consume or otherwise destroy samples. Samples not claimed within thirty (30) days of the Company’s completion of testing and notification to the Proposer shall become the property of the Company. L. PROPOSAL RESULTS If the Company issues an award pursuant to its Procurement Policy and Procedures, the Company will mail and/or electronically post a formal tabulation of the Proposal results to each Proposer. Proposal results are not provided in response to telephone inquiries prior to award. M. TAXES The Company is exempt from the Kentucky Sales and Usage Tax, Exemption No. CT-56127. The applicable tax exemption form will be provided to the successful Proposer(s) upon request.

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N. QUANTITIES The Company anticipates purchasing the quantities listed in the Proposal specifications and/or Cost Proposal. However, the Company reserves the right to decrease the quantities of items purchased under this Contract by any amount or to increase the quantities at the same Proposal price submitted by the Proposer during the term of the Contract. Orders shall be released on an as-needed basis by an authorized Company representative. Any requirement for orders of a minimum quantity, whether for individual categories or all items, must be stated in the Cost Proposal by Contractor, and then accepted by LWC as a part of the Contract, said acceptance being represented by the Company’s execution of the Contract. Requiring minimum quantities may result in disqualification if stated minimum quantities do not address or conform to the Company’s business needs. O. CHANGE OF OWNERSHIP In the event that a Proposer’s ownership changes between the time of submission of Proposals and awarding of the Contract, the Company requires notice of same and reserves the right to review that new owner’s financial statement and the terms of that change of ownership before deciding whether to proceed with the award of the Contract. P. PROTEST Should any Proposer desire to file a protest of a Proposal, it must be in writing and received at the office of the Buyer before the Proposal Opening Date. Should any Proposer desire to file a protest of an Award, it must be in writing and received at the office of the Buyer within ten (10) working days after the Company issues Notice of Award. The Company will not consider any protest received after the ten (10) day period and will return the protest to the Proposer. A protest shall include: 1. 2. 3. 4. 5.

The name, address, telephone number and email address of the protestor. The signature of the protestor or its representative. Proposal number and Proposal name. A detailed statement of the grounds for protest including copies of relevant documents. The form of relief requested.

The Company will respond to all Protests not later than ten (10) working days after receipt of the Protest. Q. REQUIRED PROPOSAL SUBMITTALS 1. TECHNICAL PROPOSAL Proposer’s technical submittal shall be responsive to all technical information required herein. Proposer shall submit, with the Proposal, a completed and signed Proposal Form. Only one price, brand and/or model may be proposed for each item, unless stated otherwise in the RFP Technical Specifications. Proposers are instructed to determine their single and best offering for each item requested based upon the quality and quantity specified. Proposals not conforming to this requirement may be disqualified for not being responsive.

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Proposers are encouraged to submit concise and clear responses to the RFP. Responses of excessive length are discouraged. However, all information required by LWC in this Proposal must be addressed. Due to the need for an expedited review of Proposals and selection of a Contractor, Proposers are cautioned against submitting extraneous material not directly responsive to the issues raised in the RFP. 2. COST PROPOSAL A. Proposer shall complete and submit Cost Proposal provided with this RFP. All blank spaces contained in the Cost Proposal form shall be filled with an entry having clear, legible figures written in ink or type-written. Proposer shall bid on all line items or all line items in a particular category if such a requirement to do so is stated in the Specifications. If not bidding a particular line item, Proposer should clearly state “No Bid” for that line item. B. In the event the Cost Proposal presents entries with summation and the Proposer submits entries having obvious or apparent arithmetic errors, then, at the Company’s option, said errors may be corrected by the Company upon confirmation by the Proposer.

R. EXECUTION OF DOCUMENTS 1. Within 10 days of LWC’s request, the Contractor shall return all of the Documents required under the Contract properly executed by the Contractor. 2. If the Company fails to execute the Documents within the time limit specified in the Proposal Documents, the Contractor will have the right to withdraw the Proposal without penalty. In such event the Company will have no liability to the Contractor under these Contract Documents or otherwise. 3. Should either party require an extension of any of the time limits stated above, this shall be done only by written mutual agreement between both parties.

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INTRODUCTION & BACKGROUND The Louisville Water Company (LWC) is a municipally owned corporation that provides water to over 300,000 addresses in a 600+ square mile area encompassing the Louisville Metro/Jefferson County, KY, and areas of Oldham and Bullitt Counties. LWC wholesales water to the following water utilities; North Shelby Water Company, West Shelby Water District, City of Taylorsville, City of Mount Washington, North Nelson Water District and City of Lebanon Junction. The distribution system consists of over 4,000 miles of water mains. More detailed information about LWC may be obtained through its web site at: http://www.lwcky.com. The LWC initiated an Automated Meter Reading (AMR) pilot in 2002 and 2003 where approximately 9,500 AMR meters were initially installed. After nine years of operation and evaluation, the LWC expanded the use of AMR for those counties in its retail service area outside of Jefferson County with the installation of nearly 16,000 additional AMR meters in 2012 and 2013. LWC’s success with AMR has encouraged it to pursue potentially even more potentially meter reading efficiencies and enhanced capabilities or Advanced Metering Infrastructure (AMI). As an initial foray into AMI, LWC has developed this AMI Mini-Pilot to install and subsequently evaluate the performance of a small AMI system for approximately 390 retail commercial and residential customers.

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TECHNICAL SPECIFICATIONS SECTION 1: SCOPE OF WORK 1.1 GENERAL A. Fixed Network Advanced Metering Infrastructure (AMI) System Purpose 1. It is the intent of the enclosed specifications to provide LWC with a Fixed Network Advanced Metering Infrastructure (AMI) System that will work with all major water meters, with an expected reading accuracy of 99% or more for all meters in the system, with the Pilot Project area as defined in 1.1.B. 2. The LWC is not accepting any Automated Meter Reading (AMR) drive-by or migratable (drive-by migrating to Fixed Network) systems. Any AMI technology proposed must have been field tested and available on the market for five (5) years or more. However, a drive-by default setting or capability as a redundancy for failure of primary data collection devices is permissible. 3. When the project is completed, LWC will own and operate a functional and upgradeable Fixed Network AMI System capable of collecting data several types of meters produced and sold by nationally recognized meter manufacturers. This excludes the Network Control Unit which will be owned and hosted by the Contractor. B. The Lump Sum consists of providing all labor, transportation, tools, equipment and materials and services necessary to replace all existing meters from LWC stock and to install, implement a complete and fully functional AMI System in Cycle 17, Route 12 of LWC’s service area containing approximately 390 meter endpoints. The Contractor will be responsible for the entire life cycle of the AMI System from start-up and installation of equipment to integration of AMI software with LWC’s current billing system. 1. Install an AMI system to collect meter data for each customer meter endpoint in LWC’s Meter Cycle 17, Route 12, in Jefferson County as listed in Exhibit B, and as depicted geographically in Exhibit C. 2.

This work includes, but is not limited to the installation of digital encoder registers dials, the installation of meter data collection devices that will subsequently electronically transmit it to the LWC, and an AMI network control system (server or other device hosted by the Contractor).

3.

The customer meter specific data collected from the meters shall be electronically transmitted to LWC in a manner and format that is acceptable to LWC.

4.

The AMI system must be compatible with existing LWC meters including those manufactured by Neptune, Badger, and Senus.

5.

LWC will provide replacement meter vault lids should the existing lids be unsuitable for the AMI system. The meter vault lids are available at LWC’s Warehouse. END OF SECTION

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SECTION 2: MINIMUM REQUIREMENTS 2.1 CONTRACTOR EXPERIENCE A. Contractor must be a manufacturer of AMI Systems and have a minimum of five (5) years of manufacturing and field operating experience with their AMI system(s). B. Contractor must have demonstrated experience in the supply and delivery of AMI endpoints and the supply, delivery, implementation and training of a fixed network radio frequency (RF) AMI system. Contractor must have a successful record and the ability to coordinate Contractors during project phases which must facilitate financial stability. This experience shall be demonstrated by the successful implementation and operation of its AMI System for three of more water systems with over 150,000 customers. 2.2 CONTRACTOR QUALITY CONTROL AND QUALITY ASSURANCE A. Contractor must provide with their bid a written Quality Control and Quality Assurance Plan that describes how it will control and assure the accurate collection, storage, and handling of data according to LWC’s written instructions, including description of the means and methods the Contractor proposes using to prevent damage, deterioration, and loss, including theft, of the data.

END OF SECTION

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SECTION 3: FIXED NETWORK ADVANCED METERING INFRASTRUCTURE (AMI) SYSTEM SPECIFICATIONS 3.1 GENERAL A. Project Functional Requirements: 1. System shall be two-way and utilize leading technology and an open architecture to ensure compatibility with all identified meter types. 2. Fixed Network shall consist of a series of data collection units (DCUs) located strategically as needed for Cycle 17, Route 12, in LWC’s retail service area. The locations shall be determined by the Fixed Network AMI System Contractor as part of the bid. The DCUs will be powered using either AC/battery or solar/battery to retrieve meter readings and relay them to a centralized location at LWC offices. The meter transmission units (MTUs) will be powered by battery transmitted meter readings and meter data to the DCUs. The DCUs, as well as the corresponding MTUs, must operate on a licensed frequency that is the exclusive property of LWC. 3. All Fixed Network AMI retrieved meter readings will be in a format compatible with the Contractor supplied software for the Fixed Network system. The software will prepare and format the meter reading data for the printing of selected management reports and the transfer of the meter reading data to the billing software for customer invoicing. The Fixed Network AMI System shall provide, at minimum, the following functional capabilities: a) Provide for automatic, routine operation of the AMI System, including diagnostic procedures on all hardware, and logging of all known alerts, alarms and exceptions. b) Provide the ability to view specific account information. c) Process the readings and add them to the AMI database. 4. The AMI System software shall be capable of providing individual account reports, flagging large usage, continuous flow usage, system status, detailed history for specific accounts, battery strength, and tamper alarms. 5. The AMI System software shall process the meter reading data for each meter into a data field to match and transmit into LWC’s existing CIS customer billing system. 6. The AMI System shall allow for the addition of distribution system leak detection. 7. The AMI System shall provide the ability to deliver enhanced products and services to customers, such as Internet-based information access. 8. Location: The work shall be conducted in public Right-of-Way, an LWC Easement or on LWC Owned property for Retail Customers located in Jefferson County, Kentucky.

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3.2 HARDWARE A. Meter Transmission Unit (MTU) 1. Each MTU will be housed in a molded plastic housing, hermetically sealed and resistant to rain, moisture, submersion and temperature changes from -30 to +70 degrees C. It shall be rated non-condensing. The enclosure must house the complete unit, which includes electronics, battery compartment, antenna and wire connections. 2. Each MTU shall have a permanently installed non-field replaceable battery with twenty (20) year life cycle expectancy. 3. Each MTU shall be maintenance free. After initial installation, MTU will continue to operate at optimal levels for the entire life of the product. 4. Each MTU shall contain a radio that transmits meter data containing the MTU unique identification number, the meter register consumption data, potential leak indication, low battery indication, reverse flow indication, register encoder error, MTU error, meter tampering indication and MTU diagnostic information at programmed intervals. Each MTU shall contain a receiver for query of its stored and collected data. 5. Each two-way MTU shall provide top-of-the-hour, time synchronized hourly reads (and, for short durations, fifteen (15) minute reads) to meet high interval reading requirements. 6. Each MTU shall be compatible with multiple makes and models of meters and shall be offered as single or dual-port units and shall include the meters manufactured by Badger, Neptune and Sensus at the minimum. 7. MTUs shall be easily installed and provide appropriate provisions to avoid installer mistakes in installation, connection to meters, and programming. The MTUs shall be configured with a Field Programmer that will take the operator through a series of simple steps. Each step shall include error checking and verification, where appropriate. The Field Programmer shall communicate with the MTUs to confirm proper configuration and wiring. 8. MTUs shall provide a dual port configuration for compound meters and/or dual meter pit configurations. 9. All equipment must comply with current Federal Communications Commission (FCC) Rules and Regulations a) The system proposed by the Contractor must operate on a dedicated, licensed frequency to prevent erroneous reading errors. Should no FCC License be required under FCC Rules and Regulations, Contractor shall cite the basis for exclusion or no license requirement in the FCC Rules and Regulations. (1) The Contractor must obtain said license on behalf of LWC. (2) LWC will bear the direct charge of application fee only. (3) The Contractor shall provide FCC license supporting documentation upon request to verify compliance. b) All AMI equipment and components shall be labeled in accordance with FCC requirements.

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c) The output power of the AMI system will be governed by the relevant FCC standards for the operating frequencies used. 10. The MTUs shall be labeled with the Manufacturer’s name, ID number, and date of manufacture in addition to the required FCC labeling. B. Field Programmer / Handheld Unit 1. The Field Programmer / Handheld Unit shall be designed to operate in a harsh reading environment, resistant to dust and moisture, and be able to withstand temperature extremes from -20 degrees F to +140 degrees F. 2. The Programmer shall contain its own software for programming, and be provided with easy instructions for operation. 3. Primary and back-up batteries must be readily available from local suppliers. 4. Units shall be provided with any needed communications software, adapters, chargers, or accessories. 5. All software shall be licensed to LWC. C. Data Collection Units (DCUs) 1. The Fixed Network shall consist of a series of Data Collection Units (DCUs) a) DCUs shall be functionally located to allow for the collection of meter data from defined Meter Cycle and Meter Route. b) DCUs must operate in temperature extreme ranges of -40° to 85° C. 2. Power Supply: The DCUs units shall be powered to retrieve meter readings and related data to allow their relay to a centralized location at LWC offices by one of the following combinations of power supply. a) AC Electricity Supply/Battery Backup b) Solar Electricity Supply/Battery Backup 3. DCU Memory Capacity a) Each DCU shall have the capacity to store approximately 65 days’ worth of meter readings. 4. Diagnostic Capabilities a) The DCUs shall measure and record the following self-diagnostic information that shall be included with each data transmission. (1) Battery Strength (2) Radio Frequency (RF) signal strength (3) Time and Date of each inbound transmission (4) DCU Failure 5. Transmission Security a) Data transmission between MTUs and the DCUs shall be in a proprietary format and not easily deciphered by outside sources. 6. DCU Planned Network a) The DCU locations shall be determined by the Fixed Network AMI Contractor as part of the bid based on a propagation study performed by the Fixed Network AMI Contractor. b) The proposed number of DCUs shall provide 100% coverage for the service territory without the need for any repeaters.

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c) No more than an additional 10% of the number of DCUs will be allowed after selection of the Fixed Network AMI system Contractor. d) DCU Network Redundancy (1) Redundancy will be incorporated into the DCU placement process to accelerate the reading process and ensure all meters provide a reading. (2) Each DCU will be able to read at least one (1) square mile of coverage and support not less than one thousand (1,000) MTU units. (3) Failure of any single DCU will not impede or otherwise prevent collection of all MTU transmitted information including any diagnostic information. e) DCU Mounting (1) DCUs shall be capable of being mounted on the following structures: roofs; utility poles; tanks; existing towers; and other structures as approved by LWC. (2) Mounting shall impede or prevent the collection of data readings from all meters in the coverage area. (3) No special tower construction will be allowed. f) DCU Installation (1) DCUs shall be automatically recognized and installed onto the System network. (2) DCU actions shall be programmable, including but not limited to the following. Specification of connection time Alarm message handling Alternative connection numbers Other actions determined for the DCE to execute g) DCU Scalability (1) DCU units may be added to the Fixed Network AMI System at any time without need for system reconfiguration. h) DCU Electrical Isolation (1) All DCU electronics shall be electrically isolated and protected against the following; static discharge indirect lightning strikes electromagnetic discharges such as sun spots other stray electrical charges i) DCU Maintenance (1) DCUs shall be essentially maintenance free requiring little to no maintenance for the life of the unit. (2) DCUs shall allow for the replacement of the power supply. AC Electricity Supply/Battery Backup Solar Electricity Supply/Battery Backup

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7. DCU Alternate Communication Method Capability a) DCUs shall be easily configured to utilize a variety of WAN technologies to communicate to the AMI System’s Network Control Unit and shall provide for the following to be implemented or upgraded with minimal connections to the DCU: (1) Cellular; (2) Wi-Fi; (3) Ethernet; (4) IP; and (5) Fiber Optic. D. Network Control Unit (NCU) Specifications 1. The Fixed Network AMI System will be operated from a NCU, which shall be a server utilizing MS Windows Server 2003, 2008 Operating Systems, or an equivalent system which is accessible to LWC through the Internet. 2. The NCU shall be installed, owned and operated by the Contractor in a hosting arrangement with access by the Internet granted to LWC. E.

System Hardware Maintenance 1. In addition to warranty periods, Contractors are required to supply information on required or optional maintenance programs beyond the warranty period for the hardware. Features of those programs shall also be included with any additional charges such as hourly rate for on-site and/or remote support. The location of and procedures for obtaining such support shall be stated in the Contractor’s Bid Proposal.

3.3 SOFTWARE A. Software must be provided to perform the following functions. 1. Operate the NCU that interfaces with AMI system components to obtain meter readings. 2. Manage the database of meter readings and other related information about the meters and the AMI system. 3. Interface with LWC’s existing Customer Information System (CIS), and be capable of being migrated to another information system (Oracle CC&B). 4. LWC must be able to run the new AMI system and the existing meter reading and billing system in parallel, until such time as all of the meters are converted to the new AMI system. LWC’s water accounts shall be downloaded to the new AMI system software, providing for a gradual transition from existing reading system to the new meter reading as future AMI endpoints are installed. 5. If the applications identified above are distinct and separate, Contractor shall respond to this subsection for each application. B. The Software must be capable of handling the multiple utility reads simultaneously and separating commercial accounts from residential accounts. The Contractor shall install the software into the AMI NCU hosted at the Contractor’s designated facility,

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make it operational and ensure the system can be accessed through the Internet by LWC department personnel designated by LWC. 1. At a minimum, the AMI software will provide for storing and managing the following: a) unique endpoint device identification number; b) meter serial number; c) meter address; d) account number; e) system integration date; f) water consumption history register data; g) current water consumption register data; h) potential leak indication; i) reverse flow indication; j) encoder error indication; k) low battery indication; and l) tampering indication. 2. The software shall show and retain a minimum of two years of hourly usage history for each meter/MTU. 3. Each MTU shall transmit the following meter information: a) unique endpoint device identification number; b) system integration date; c) water consumption history register data; d) current water consumption register data; e) potential leak indication; f) reverse flow indication; g) encoder error indication; h) low battery indication; and i) tampering indication. 4. Each MTU shall not transmit any sensitive customer information specifically customer name, customer address or customer account number. 5. Any Supplier-supplied database used to store and manage meter readings should be non-proprietary, ODBC-compliant, SQL-compliant, or provided by a standard commercial database supplier. C. Interface to NCU System 1. The AMI system supplier shall provide the appropriate software to view and down load meter reading data in a standard, nonproprietary format (e.g., fixed field ASCII, or MS Excel) compatible with LWC existing formats, which is acceptable to LWC. a) The Contractor must provide an AMI NCU Software must provide LWC with the following meter reading information at a minimum by viewing through an Internet Portal and by downloading the data through the same Internet Portal hosted by the Contractor: (1) unique endpoint device identification number; (2) meter serial number; (3) meter address;

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(4) account number; (5) system integration date; (6) water consumption history register data; (7) current water consumption register data; (8) potential leak indication; (9) reverse flow indication; (10) encoder error indication; (11) low battery indication; and (12) tampering indication. b) LWC will provide an output file format to the Contractor. c) A License to use said AMI software will be issued to LWC for use and access to the Contractor hosted AMI NCU server. d) Contractor will provide, implement, make operational and test the AMI Software interface to the satisfaction of LWC. D. Software Functional Data Capabilities 1. Read Rate a) The solution shall be capable of collecting data in intervals of 15 or 30 minutes as well as hourly reads. 2. Leak Detection a) The system shall monitor water consumption through the meter and indicate when there is an abnormal increase in water consumption, suggesting a leak within the customer’s premise. 3. Reports a) The software must also provide meter reading management reports, usage analysis reports (leak detection, tamper detection and backflow conditions), and system management diagnostic reports (dynamic and historical). 4. No Flow Detection a) The system (either through reports or alarms from the MTU) shall indicate when there is an extended period of no flow or a minimum flow through the meter. 5. High Flow Detection a) The system shall provide a report of accounts with abnormally high consumption during any billing period, suggesting a continuous flow condition. 6. Time Synchronization a) The system shall provide time synchronized meter reads that allow LWC to obtain a snapshot of water consumption. Describe how the system maintains time synchronization across the network. E.

System Diagnostics 1. System diagnostics shall be collected at all levels (meter, encoder register, MTU, and DCU) and transferred to the NCU. 2. The NCU shall produce several types of diagnostic reports. Such reports shall indicate problems ranging from battery voltage to failure to recognize proper communication with the meter and all other devices in the System.

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F.

System Communications Integrity 1. Tampering and Alarms a) MTU (1) The system shall contain tamper detection capability of the meter, MTU or wiring in between and provide an immediate transfer to the NCU to allow for proper notification and reporting. (2) The system must allow for triggering of e-mail, or electronic message notification to subscribed users. (3) Mandatory tamper detection shall include the following at a minimum: Cut wires Equipment failures (such as meter failure) b) DCU (1) The system shall contain tamper detection capability of the DCU and interference or inoperability of data communication between DCU and the NCU. Such detection shall cause the NCU to initiate proper notification and reporting. (2) The system must allow for triggering of e-mail, or electronic message notification to subscribed users.

G. Multiple Users 1. The System software package shall operate as an intranet server to provide meter readings to client workstations throughout LWC’s office network. H. Back-up 1. System shall have back-up capabilities and procedures to ensure that system and consumption data is not corrupted or lost. I.

System Software Maintenance 1. In addition to warranty periods, Contractors are required to supply information on required or optional maintenance programs beyond the warranty period for the software. Features of those programs shall also be included with any additional charges such as hourly rate for on-site and/or remote support. The location of and procedures for obtaining such support shall be stated in the Contractor’s Bid Proposal.

3.4 ADDITIONAL FEATURES, CAPABILITIES A. Leak Detection System The AMI System shall provide, allow or otherwise facilitate the addition of an acoustic leak detection system at a later time. The acoustic data loggers shall have probes that connect magnetically to water distribution mains. Acoustic data from the loggers shall be transmitted on a daily basis to LWC office via the AMI system. The system shall offer the option of permanent deployment to detect and identify leaks in a specific area, and allow for redeployment after a period of time to detect leaks in other areas designated by LWC.

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1.

2.

3.

4.

Automatic Data Collection – The system shall automatically collect, retrieve and analyze acoustic leak detection data without requiring drive-by data retrieval. Once deployed, LWC personnel shall have the ability to analyze results from the utility’s office. Data from each daily recording shall be available for review by 10 a.m. local time. Frequency Analysis – The system shall provide a frequency analysis graph (spectrum of noise in Hz) that characterizes and qualifies the pipe noise, eliminating false positives. Automatic Cross-Correlations – The system shall automatically perform crosscorrelations between adjacent data loggers without the need for in-field, manual correlations. Application Software – The system shall be web-based and provide utility operators with visual identification of no, possible and probable leaks. The software shall also display cross-correlation results that identify probable leak locations. The software shall allow LWC users to enter distribution system parameters including pipe diameter, pipe material and distance between loggers.

3.5 TRAINING A. LWC requires training of all appropriate personnel sufficient to enable them to effectively operate and maintain the system. B. All training curriculum must be provided in advance for the review by LWC. 1. The training must cover the use of the fixed network devices, error coding, system installation and AMI system software interfacing with the existing billing system at a minimum. 2. The training shall cover all users with varying authorization levels and capabilities. Additionally, all aspects of that operator customization must be available (what screens they have access to, what data they can change, etc.). 3. The training shall cover all standard reports and shall cover reports such as Meter Reading History, Daily Leak Detection, Daily No-Flow Meters, Daily Tamper Detection, Extended No-Flow Meters, Inactive MTUs, Inactive DCUs, and Backflow Detection at a minimum. 4. The training shall cover all alarms and exception notifications such as, but not limited to, potential leak indication, encoder error indication, low battery indication, low battery indication, proactive exception alarms (operator defined), and tampering indication. C. All training shall be accompanied by course workbooks and materials. D. All training shall be conducted by experienced instructors at LWC facilities in Louisville, Kentucky. The training shall be coordinated with LWC in accordance with a mutually agreed upon schedule. E.

The training on operation of the AMI system shall not occur until after the software has been installed and the billing interface file has been written, tested, and is working successfully to transfer meter reading data to the billing system.

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3.6 SYSTEM SUPPORT A. The Contractor will provide the following technical and operational support. 1. The Contractor shall provide to the LWC on-call assistance services for a period of one (1) year following the startup of the system. 2. A toll-free telephone Help Desk shall be available between the hours of 8 AM and 5 PM, Eastern Time. 3. After business hours technical support shall be available with after business hours telephone number(s) available as needed. 4. Full operating, maintenance and troubleshooting support for the Contractor owned and hosted NCU server. 3.7 SYSTEM DESCRIPTION A. The Contractor shall provide a detailed description of the proposed Fixed Network AMI System. Include a full system architecture diagram. Include a description of your system in response to each of the following sections. B. Contractor Information - All questions must be answered and the data given must be clear and comprehensive. Any references to "equipment being proposed," "equipment," etc. refers to the AMI components and its operating software. Contractors may submit additional information if appropriate. 1. Name of Contractor 2. Office address 3. Contact 4. Telephone 5. Is the Contractor the manufacturer of the AMI system? 6. Date (Month, Year) and place (City, State) Contractor organization was established 7. Are there any judgments or claims against your organization? If yes, provide an explanation for each. 8. Has your firm ever failed to complete a contract or defaulted on a contract? If yes, provide an explanation for each. 9. How many installations, using the system proposed, has your organization placed in the last five years? State the name of the utility, the number of AMI points in the contract and date of completion for projects of similar size and specification. Attach additional sheets if necessary. 10. List three (3) references for the specific equipment being proposed. These should be persons who are familiar with the AMI system proposed and can answer technical questions. a) Utility b) Contact Name/Title c) Phone d) Email 11. List all water meters and meter manufacturers that are compatible with the current proposed reading technology. Attach additional sheets if necessary. a) Manufacturer and Meter Models

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C. AMI System Equipment Specific Descriptions 1. Is the proposed meter reading equipment submersible? a) How is the water proofing accomplished? 2. Does the meter MTU unit have permanent or replaceable batteries? a) What is the anticipated life of the battery in the proposed MTU providing hourly reads? 3. Describe the manufacturer's long-term experience with battery-operated AMI products. 4. Can the proposed MTU be programmed to permit a greater meter reading frequency (than hourly)? If so, what is (are) the programming time cycles? 5. What is the transmitting power of the proposed radio equipment? 6. Indicate whether or not your equipment is associated with a dedicated FCC license. Describe the FCC compliance status of your equipment. 7. What type of data transmission is supported by the proposed radio system (oneway, two-way, or both one-way and two-way). 8. What information is stored in the MTU programmer at the time of the on-site programming (MTU ID, MTU Location, Meter Type, Unique Identifier (Premise Number for CIS), Time Stamp, Account Number, Old Serial Number, Old Meter Last Read Value, New Meter Serial Number, Meter Size, Date Stamp, etc.) D. Additional AMI System Information 1. Describe the process by which the updated meter services are confirmed operational on the AMI system. 2. Does the proposed system support reading other types of utility meters such as gas or electric? Describe the solution. 3. Is it possible to separate meter readings by assigned codes with the proposed system, such as residential, commercial, industrial, multiple organizations, etc.? Describe how this performed if at all. 4. Describe the AMI system software that provides management reports and/or flags to assist LWC in identification of customer problems.

END OF SECTION

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SECTION 4: FIXED NETWORK ADVANCED METERING INFRASTRUCTURE (AMI) SYSTEM INSTALLATION 4.1 INSTALLATION OF AMI SYSTEM Install an AMI system to collect meter data for each customer meter endpoint in LWC’s Meter Cycle 17, Route 12, in Jefferson County as listed in Exhibit B, and as depicted geographically in Exhibit C. A. This work includes, but is not limited to the installation of digital encoder registers dials, the installation of meter data collection devices that will subsequently electronically transmittal it to LWC, and the installation of an AMI network control system (server or other device approved by LWC). B. The customer meter specific data collected from the meters shall be electronically transmitted to LWC in a manner and format that is acceptable to LWC. C. The AMI system must be compatible with existing LWC meters including those manufactured by Neptune, Badger, and Senus. D. LWC will provide replacement composite meter vault lids should the existing lids be unsuitable for the AMI system. The meter vault lids are available at LWC’s Warehouse. E.

LWC will install replacement meters with an electronic encoder register with wired connection standardly available from the meter manufacturer for connection to electronic data transmission devices.

4.2 INSTALLATION PLAN AND SCHEDULE A. Contractor shall submit a Plan of Installation that includes the following: 1. Staffing; 2. Installation Protocol; 3. Startup Protocol; 4. Testing Protocol; and 5. Device Failure Remedy Protocol. B. Contractor shall submit a Project Installation Schedule C. Contractor shall submit a Quality Control And Quality Assurance Plan 4.3 CUSTOMER METER AND AMI EQUIPMENT INSTALLATION A. All customer meters will be handled in the following manner. 1. Contractor shall knock on the door of the customer and if answered, advise the customer that work will be performed on their meter over the next several minutes. Contractor shall apologize to the customer for any inconvenience this work may cause the customer.

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2. 3. 4. 5. 6.

Photograph the meter, including meter register dial face, prior to performing any of the work. Collect Required Data (customer address, meter serial number, MTU ID number, etc.) prior to performing any of the work. Installation of meter MTUs shall be performed in accordance with the AMI manufacturer recommended installation procedures. Photograph the installed MTU, including meter MTU ID number, upon completion of the work. Place the following Louisville Water Customer Notification (provided by LWC) on the front door of the customer structure.

Louisville Water Customer Notification Date:

Time:

Today, Louisville Water upgraded the water meter technology at this address. Our Contractor installed an Advanced Metering Infrastructure device on the water meter that allows us to more efficiency read the water meter and to record the water usage. In some cases, your water service may have been temporarily interrupted. You may notice discolored water for a short time if the water was turned off to perform the work. As a precaution, we recommend the following steps to assure great-tasting water. • Flush your plumbing. Run COLD WATER ONLY from a bathtub or outside faucet for two to three minutes. • Empty any automatic ices receptacle. Allow to fill again and discard the newly formed ice. • Flush the chilled water line in your refrigerator for one minute before using. We realize that this may cause you some inconvenience and we appreciate your patience with us as we improve our metering technology. Learn more about Advanced Metering Infrastructure at LouisvilleWater.com. If you have questions, contact our Customer Care Center at 502.583.6610.

7. 8.

All trash and debris from the meter vault and the meter vault site shall be collected and removed from the site for subsequent disposal. The meter vault area, inside and out, shall be restored to a condition acceptable to LWC.

4.4 INSTALLATION OF DCU’S A. Contractor shall identify locations appropriate for the installation of the DCUs to provide for the effective collection of data transmitted from the MTUs within the designated Meter Cycle and Route (Exhibit B). B. Contractor shall obtain an easement permitting the installation of the DCU from the property owner that establishes an LWC Easement acceptable to LWC. A Sample Easement is included in Exhibit D.

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C. LWC shall assist the Contractor in attainment of the Easements for placement of DCUs, however the responsibility to obtain the easement is the Contractor. D. The installation of the AMI System must be completed and operational no later than one hundred twenty (120) calendar days from the award of the contract. END OF SECTION

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SUPPLEMENTARY TERMS & CONDITIONS SECTION 1: CONTRACTOR’S RESPONSIBILITIES 1.1 SUPERVISION AND CONSTRUCTION PROCEDURES A. Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the means, methods, techniques, sequences, or procedures. If the Contractor determines that the means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to LWC and shall not proceed with that portion of the Work without further written instructions from LWC. B. Contractor shall be responsible to LWC for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. C. Contractor shall remove from the project any of its employees or employees of its subcontractors who shall engage in any disorderly conduct or trespass during the term of the contract as to public or private property in the vicinity of the Project. D. Contractor shall be responsible for the condition of Work already performed to determine that such portions are in proper condition to receive subsequent Work. 1.2 SUBCONTRACTING A. Contractor shall perform, with his/her own organization, work amounting to no less than 50 percent (50%) of the total Contract cost, not including price of materials and equipment furnished and installed by Contractor and any items deemed by the Project Manager to be specialties. No part of the Contractor’s work shall be subcontracted by the Contractor without the express written consent of LWC and in no case shall such consent relieve said Contractor from the obligation herein entered into, or change the terms of this Contract. Contractor shall submit names of each proposed Subcontractor and Supplier as part of its Bidder’s Proposal as well as soon as any changes in such subcontractors or suppliers become known, but in any event prior to any work or deliveries on the Project. B. During the time of Contract performance, the Contractor shall complete and submit the Subcontractor Utilization Payment Report Form with its invoices for this Project

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to show all payments made to Subcontractors and material suppliers for the purpose of determining continued compliance with GFE requirements. C. Upon completion of the Work, LWC will require the Contractor’s subcontractors to complete a LWC-provided form detailing information about the Work performed by the subcontractor, identifying the personnel used by the subcontractor, listing compensation from the Contractor, and any other information related to the Work that LWC desires. 1.3 QUALIFIED LABORERS A. Contractor shall provide competent, skilled, suitable qualified personnel to survey, lay out, and construct the Work as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site. Upon demand from the Project Manager, Contractor shall immediately remove any of the Contractor’s employees whom the Project Manager considers incompetent or undesirable. 1.4 SAFETY AND PROTECTION A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Contractor shall take all necessary precautions for the safety of, and provide the necessary protection to prevent damage, injury, pollution of, or loss to: 1. 2. 3.

All people either on the Site or who may be affected by the Work; All the Work, materials, and equipment to be incorporated therein, whether in storage on or off the Site; and All other property at or adjacent to the Site, including trees, shrubs, lawns, walks, pavements, roadways, structures, Underground Facilities, utilities not designated for removal, relocation, or replacement in the course of performing the Work.

B. Contractor shall comply with all applicable law and regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, pollution, or loss. Contractor shall familiarize itself with and agree to comply with LWC’s Contractor Safety Requirements, PR-5020.31, located on LWC’s website at www.louisvillewater.com under Procurement Resources or by directly clicking here Safety Requirements, which requirements are incorporated herein by reference, and set forth minimum standards for safety. Contractor shall notify owners of adjacent property and other utility owners when prosecution of the Work may affect them and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C. Contractor shall remedy all damage, injury, pollution, or loss to any property referred to in paragraph 1.4.A.2 or 1.4.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity

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directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable. D. Contractor’s duties and responsibilities for safety and protection of the Work shall continue until such time as all the Work is completed and has been accepted by LWC pursuant to the terms of this Contract. E.

LWC reserves the right to verify contractor’s and subcontractor’s safety performance and safety programs on a periodic basis.

1.5 CLEANING UP A. Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. Upon completion of the Work, the Contractor shall remove from and around the Project all waste materials and rubbish, as well as the Contractor’s tools, construction equipment, machinery and surplus materials. B. If the Contractor fails to clean up as provided in the Contract Documents, LWC may do so and the Contractor will be responsible for the cost of cleaning up.

END OF SECTION

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SECTION 2: CONTRACTOR USE OF PUBLIC R-O-W & DEDICATED EASEMENTS 2.1 WORK RESTRICTIONS A. Contractor’s Performance of Work: During installation, Contractor shall have limited periods of time where work may be performed. Contractor’s use of LWC’s customers’ meter vaults and meters are limited to non-meter reading windows. 1.

2.

3.

4.

Constraints of Work - LWC constrains the Contractor from connecting AMI Meter Transmission Units to meters during Cycle 17, Route 12 Meter Reading Activities from March 3, 2014 through March 8, 2014, from April 30, 2014 through May 7, 2014, June 30, 2014 through July 8, 2014, August 28, 2014 through September 5, 2014, and October 28, 2014 through November 4, 2014. Any route within Cycle 17, Route 12 in which the Contractor has initiated replacement or retrofit work must be completed prior to the restricted work days. The Contractor shall carry on the work at all times with the greatest reasonable rapidity and under the direction and to the satisfaction of the Project Manager or an authorized representative, who shall have at all times access to the work which shall be directly under the Contractor’s control. Work shall be conducted with minimal necessary disruption to daily activities, and must be coordinated with the Project Manager Cooperation - The Contractor shall cooperate with LWC on the work, to avoid inconvenience and delay and to facilitate completion of the entire work in a satisfactory manner. Work Constraints - The Contractor shall take all necessary precautions to secure each customer meter vault prior to leaving the meter vault location. Claims for delay or lost time may be considered if the delay or lost time is a result of actions taken by LWC, excluding the Constraints of Work defined in Section 1.1.A.1, or inclement weather. Protection of Property and Grounds - The Contractor shall provide protection of persons and property, including all landscape, drives, walks, buildings, floors, utilities, etc. The Contractor shall be responsible to repair, replace or restore damaged items or property at no extra cost to LWC.

B. Site Restrictions 1.

Work is to be performed on the public right-of-ways, LWC dedicated easements or on LWC Property. Work shall be performed by the Contractor within these limits. It is the obligation and responsibility of the Contractor to locate the exact limitations of the right-of-ways, easements or designated areas of LWC property and any conditions limiting or affecting the use thereof by the LWC or the Contractor. All agreements respecting right-of-ways and easements are available for the Contractor’s inspection at LWC’s office. The Contractor agrees to indemnify and hold harmless the LWC against any claims made by any property owner, including, without limiting the generality hereof, any claim that the Contractor has failed to keep his work, equipment, materials, or

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2.

workmen within the limits authorized by the right-of-way or easement or any claim that the Contractor has failed to comply with any condition or requirement, or agreement respecting the right-of-way or easement. Work on LWC property shall be conducted in areas designated for such work by LWC including access, egress and parking.

2.2 CONTROL OF WORK A. Workmanship – The work shall be executed in conformity with standard potable water utility practices and in accordance with the manufacturer’s installation procedures, so as to contribute to efficiency of operation, minimum maintenance, accessibility, and resulting appearance. 1.

2.

3.

The installation shall be such that all components will function together, as a workable system, complete with all accessories necessary for its operation, with all equipment properly adjusted and in working order. The Contractor shall furnish all labor, materials, machinery, equipment, tools, and services required for installation, testing, and adjustment of all equipment, in accordance with the manufacturer’s instructions and directions, and in compliance with the contract specifications. All work and materials not otherwise described shall be of the best description and should any worker or materials be needed which are not directly or indirectly set forth in these specifications, but are, nevertheless, necessary to proper execution according to the obvious intent thereof, the Contractor shall understand the same to be implied and shall provide for it in his tender as fully as if it were particularly described.

B. Defective Work – Defective work or material may be rejected by the Project Manager at any time before final acceptance of the work. Rejected work shall be immediately remedied. Failure or neglect on the part of LWC Project Manager or Inspector to condemn defective work or materials shall not be construed as an acceptance of same. C. Codes, Permits, and Inspections - The Contractor shall insure that all work provided complies with all applicable Federal, State and Local Codes. The Contractor shall obtain all necessary permits and pay all fees required for permits and inspections. Additionally, all equipment, materials, and installation shall be in accordance with the latest edition of the following codes and standards: 1. 2 3. 4.

American National Standards Institute (ANSI) American Water Works Association (AWWA) Kentucky Department of Highways Standard Specifications for Road and Bridge Construction. National Electrical Code (NEC) END OF SECTION

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SECTION 3: WARRANTIES In addition to the service warranty contained in Section 5 of the Goods & Services Contract each Meter Transmission Unit (MTU) device shall have a full-warranty of at least twenty (20) years from date of installation against any defects in materials and workmanship. The MTU Battery shall have full-warranty for the first ten (10) years and a prorated battery warranty from year eleven (11) through twenty (20) years from date of delivery based upon 24 daily reads.

END OF SECTION

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EVALUATION PROCESS 1. INTRODUCTION Proposal review and contractor selection will be performed by the LWC Evaluation Team. The LWC Evaluation Team shall consist of: • Program Manager – Strategic Projects • Project Manager – Strategic Projects • Director – Meter and Billing Services • Supervisor – Meter Maintenance • Metering Service Support Specialist • Procurement Representative (non-voting) Proposers may contact only the Buyer at the address and telephone numbers listed herein for any and all information related to this procurement. Throughout the evaluation process, exceptions to the contract terms will be critically evaluated and may or may not be cause for rejection of the Proposal. LWC reserves the right to contact any or all Proposers, as LWC deems necessary, for clarification of submitted Proposal. 2. EVALUATION ROUNDS A. ROUND ONE – MINIMUM REQUIREMENTS - (PASS/FAIL) In Round One, the Evaluation Team will review and evaluate each proposer’s minimum requirements, as specified under “Technical Specification, Page 14, Section 2: Minimum Requirements”. Proposers who meet minimum requirements will pass from Round One and move to Round Two. B. ROUND TWO – TECHNICAL/PROPOSAL EVALUATION CRITERIA - (75%) In Round Two, Proposers will be scored on all evaluation criteria listed herein. Only those proposals which meet the Technical and Supplementary Specifications shall be considered for evaluation and will proceed to Round Three. Technical Proposal shall be evaluated and scored based on the following: 1. Contractor Experience and Viability (15%) a. Years of Experience (over the minimum) b. Number of AMI Installations last 5 Years c Number of 150,000 Endpoints or Greater Success d. Number of Customer Judgment or Claims against Contractor e. Number of Failed to Complete Contract or Contract Defaults 2. Proposed AMI System Capabilities (45%) a. Hardware Meets Technical Specifications b. Hardware Reliability

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c. Hardware Redundancy d. Hardware Compatibility with Existing Meters e. Hardware Communications f. Hardware Capable to provide Alarm & Notification Data g. Hardware Allows for Additional Features & Capabilities h. Software Meets Technical Specifications i. Software Redundancy j. Software Communications k. Software Notifications and Reports Capabilities l. Software Capable of Data Management, Reports & Analysis m. Software Allows for Additional Features & Capabilities 3. Installation Plan and Schedule (15%) a. Plan of Installation b. Project Installation Schedule c. Quality Control and Quality Assurance Plan Proposal Form: In the Technical Proposal envelope, respondents must utilize and submit a completed Proposal Form (Pages 41 & 42) included herein. C. ROUND THREE - COST PROPOSALS - (25%) In Round Three, Cost Proposals will be scored. Scores from Round Two will be added to scores from Round Three. Cost Proposals not considered by LWC will be returned to the Proposer unopened after final award of contract. Cost Proposal Form: In the Cost Proposal envelope, respondents must utilize and submit a completed Cost Proposal Form (Pages 39 & 40) included herein. D. NEGOTIATIONS Final negotiations may be conducted with any or all of the Proposers until terms and conditions of the contract covering the work is reached.

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TIME LINE (This Time Line is Tentative)

Description

Date

RFP Posted

June 4, 2014

Deadline for questions

June 17, 2014

Addendum

June 20, 2014

RFP opening date

June 25, 2014

RFP evaluation

July 8, 2014 – July 11, 2014

Opening of Cost Proposals

July 14, 2014

Negotiations (if applicable)

July 15, 2014 – July 16, 2014

Bids and Awards

July 18, 2014

Contract awarded

July 25, 2014

Contract start date

September 1, 2014

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This Page Left Blank Intentionally

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COST PROPOSAL Failure to use the Company’s actual Cost Proposal form or make any changes other than response of information may subject the Proposal to being rejected. (The Cost Proposal Form must be submitted in a separate sealed envelope.)

RFP 14-11 / Project 13529 / Advanced Metering Infrastructure (AMI) Fixed-Network System Mini-Pilot Section 1: Installation and Operation Cost Lump Sum Cost

Item

Description:

1

Lump Sum Cost for installation of the AMI System

$

2

Lump Sum Cost for initial year of hosting service

$

Total

$

Section 2: Unit Pricing Item Description

Unit Price

1

Wall Mount MTU, Single Port

$

2

Wall Mount MTU, Dual Port

$

3

Pit MTU, Single Port

$

4

Pit MTU, Dual Port

$

5

Data Collector Units (DCU)

$

6

Fixed Network AMIS Software

$

7

Network Control Computer

$

8

MTU Programming Unit

$

9

MTU Installation

$

10

DCU Installation

$

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Other Supplementary Items not listed above

Item Description

Unit Price

1

$

2

$

3

$

4

$

5

$

6

$

7

$

8

$

9

$

10

$

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PROPOSAL FORM Failure to use the Company’s actual Proposal forms or make any changes other than response of information may subject the Proposal to being rejected. LOUISVILLE WATER COMPANY PROPOSAL NO. 14-11 DESCRIPTION: Advanced Metering Infrastructure (AMI) FixedNetwork System Mini-Pilot NAME OF PROPOSER: __________________________________________________

ADDRESS OF PROPOSER: _______________________________________________

CITY/STATE/ZIP: ____________________________________________________

PHONE NUMBER: ___________________________________________________

NAME OF PARTY SIGNING THE PROPOSAL: __________________________________

E-MAIL ADDRESS: __________________________________________________ This Proposal shall remain valid, and may not be withdrawn, for a period of 90 calendar days after the Proposal Opening Date. Within ten days of written Notice of Award, my firm shall submit the required Certificate of Insurance and any and all other required documents listed herein, in the acceptable format meeting all stated requirements. Upon timely receipt of the above-listed documents and upon the subsequent acceptance of said documents by the Company, the Company shall accept this Proposal where indicated and return a copy to my firm. If my firm does not deliver the abovelisted items to the Company as set forth herein, or if the submitted items are not accepted by the Company, the Company may, at its option, elect to void my firm’s Proposal. Non-Collusion: By signing this Proposal, I certify that the submission of the Proposal did not involve collusion or other anti-competitive practices. Further, my firm has not given, offered to give, and does not intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a Company employee, agent (including Company’s independent contractors), assign or public servant in connection with the submitted offer. Signing the Proposal with a false statement shall void the Proposals and any resulting Contract, and may be subject to legal remedies provided by law.

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Contract Documents: I have received, agree to be bound by, and understand that the Contract includes, but may not be limited to, the following documents: 1. 2. 3. 4. 5. 6. 7. 8.

Contractor’s Proposal Cost Proposal Proposal Form Goods & Service Contract LWC Specifications & Supplementary Terms & Conditions Addenda to Proposal (if applicable) Contract Amendments/Change Orders (if applicable) Any and all documents required to be submitted by the Contractor under the terms of this contract, including but not limited to Contractor Insurance Certificates or Endorsements.

I acknowledge that I have received the following Addenda (list each one received) ___________________________

____________________________

___________________________

____________________________

For clarification of the Proposal and any other questions the Company should contact the following authorized representative of the Proposer: Printed Name: _______________________________________________________ Address: ____________________________________________________________ Email: ______________________________________________________________ Phone Number: ___________________

Fax Number: ____________________

Respectfully submitted, Firm: _______________________________________________________________ By: _________________________________________________________________ __________________________________________ Signature of authorized officer or agent required __________________________________________ Title __________________________________________ Date

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EXHIBIT A – GOODS & SERVICE CONTRACT

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LWC Contract #:_____________ EXHIBIT A GOODS & SERVICES CONTRACT FOR RFP #14-11 / PROJECT 13529 / ADVANCED METERING INFRASTRUCTURE (AMI) FIXED-NETWORK SYSTEM MINI-PILOT

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This CONTRACT is entered into on the ________ day of ____________, 20_____. between the Louisville Water Company, a municipally owned corporation of the Commonwealth of Kentucky, 550 South Third Street, Louisville, Kentucky, 40202 (“the COMPANY”), AND CONTRACTOR, (“the CONTRACTOR”).

In mutual consideration of the foregoing terms and conditions, the receipt and sufficiency of which is hereby acknowledged, Company and Contractor (hereinafter parties) agree as follows: TERMS AND CONDITIONS

SECTION 1: GENERAL PROVISIONS 1.01

DEFINED TERMS

A. Unless stated otherwise in the Contract Documents, words or phrases having a wellknown technical industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. B. When used in these Contract Documents, the terms listed below have the meanings indicated: 1. Affirmative Action Plan - Is defined as set forth in Executive Order 11246. 2. Addenda - Written or graphic documentation issued before the opening of Bids/Proposals that clarify, correct, or change the Bidding/Proposal Requirements or the Contract Documents. 3. CMBE – Certified Minority Business Enterprise; a business that is certified as an entity that is at least 51% minority owned and operated. 4. CWBE – Certified Woman Business Enterprise; a business that is certified as an entity that is at least 51% woman owned and operated. 5. Company - Louisville Water Company, also referred to as the Company or LWC. 6. Contract - The entire, written agreement between the Company and the Contractor. 7. Contract Documents –All documents that comprise the Contract, as set forth in Section 2.02 (a) of the Terms and Conditions. 8. Contractor – The individual, partnership, corporation or other legal entity awarded the Contract as a result of the competitive bid/proposal process.

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9. Contract Price - The money payable by the Company to the Contractor for the provision of Goods and/or Services in accordance with the Contract Documents. 10. Contract Time - The period of time, including adjustments authorized by the Company, provided in the Contract Documents for the provision of Goods and/or Services. 11. Defective - Unsatisfactory, faulty, or deficient in that it does not conform to the requirements of the Contract Documents. 12. Day-A calendar day consisting of 24 hours, beginning at midnight. 13. EST / EDT - LWC local time is Eastern Standard Time (EST) or Eastern Daylight Time (EDT). 14. LWC - Louisville Water Company, 550 South Third Street, Louisville, Kentucky 40202. Also referred to as “the Company”. 15. May - Indicates something that is not mandatory. 16. Minimum Requirements – lowest acceptable criteria that must be met in order to provide services under this Contract. 17. Notice of Award - Written notice given by the Company to the Contractor to begin the Contract and be prepared to provide Goods upon receipt of a Purchase Order or to provide the Services. The Notice of Award may be, but does not have to be, a Purchase Order issued by the Company. 18. Owner - Louisville Water Company, also referred to as “Company” or “LWC” and the Board of Water Works of the Louisville/Jefferson County Metro Government. 19. Project Manager – The officially designated representative of LWC for this Contract, that will have the complete authority to transmit instructions, receive information, interpret and define LWC’s policies and decisions with respect to the work under this Contract. 20. Proposal - A Proposer's offer to supply goods and/or services to the Company pursuant to the Request for Proposal and the Terms and Conditions of the Contract, submitted using the Proposal form included in the Request for Proposal. 21. Proposal Documents - All written documentation given to Proposers prior to the Proposal Opening Date. 22. Proposal Opening Date - The date on which Proposals shall be accepted by the Company. The Company will read out the names of Proposals to the public at the Proposal Opening. 23. Proposer - The individual and/or legal entity submitting a Proposal to supply goods and/or services to Company. 2

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24, Request for Proposal (RFP) – A solicitation of a formal sealed technical and cost proposal for specific goods and/or services. 25. Scope of Work - Describes the work, good(s) or service to be provided. 26. Shall/Must - Indicates a mandatory requirement. 27. Specifications - Written Contract requirements for services or requirements for materials, equipment, goods and the performance of any services related to the materials, equipment or goods requested in the RFP. 28. Subcontractor or Subsupplier - A person or entity that has a contract with the Contractor to provide a portion of the goods or services required of the Contractor by its Contract with the Company. 1.02

GOODS AND SERVICES PROVIDED

A. Contractor agrees, after becoming familiarized with the local conditions affecting the work solicited by LWC, to provide all necessary and reasonable labor, supervision, and materials required by this Contract and to provide the goods and services described in the Specifications. Contractor states it has the ability, capacity, skill and financial resources and licensure or certification if required by the specifications to perform the Work and/or provide the service required, in a prompt manner and/or according to the time specified in the Request for Proposal without delay or interference. 1.03

RELATIONSHIP OF THE PARTIES

A. Contractor shall be an independent Contractor having responsibility for and control over the means and methods of performing under the Contract and shall not be considered an agent of the Company. SECTION 2: THE CONTRACT 2.01

CORRELATION AND INTENT

A. The intent of the Contract Documents is to include all items necessary for the provision of Goods and/or Services by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. Performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. B. In the event that the Contractor discovers an inconsistency within or between the Contract Documents, or between the Contract Documents and the applicable standards, codes, and regulations, and the Contractor fails to notify the Buyer of the inconsistency, then the Contractor shall provide the better quality or greater quantity of work, or shall comply with the more stringent requirements. 3

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C. Statements contained in the Specifications shall prevail in the event of any inconsistency between any document and the Specifications. 2.02

ENTIRE AGREEMENT, MODIFICATION, BINDING ON SUCCESSORS

A. The Contract Documents state the entire and integrated agreement between the Company and the Contractor and supersedes any and all written or oral representations, statements, negotiations, or agreements previously existing between parties with respect to the subject matter of this Contract. The Contract Documents shall include, but may not be limited to: 1. 2. 3. 4. 5. 6. 7.

Contractor Proposal Cost Proposal Proposal Form LWC Technical Specifications & Supplementary Terms & Conditions Addenda to Proposal (if applicable) Contract Amendments/Change Orders (if applicable) Any and all documents required to be submitted by the Contractor under the terms of this contract, including but not limited to Contractor Insurance Certificates or Endorsements.

B. The Contract can only be amended or modified in writing signed by the Contractor and the Company utilizing a contract change order. Any discussions, negotiations, or representations made by any Company representative do not bind the Company unless committed to writing and signed by the Company and Contractor. The Company will not be bound by any standard contracts, purchase orders or other forms or documents submitted by the Contractor. C. This Contract shall inure to the benefit of and shall be binding upon the parties, their respective assigns, and successors in interest. 2.03

EXECUTION

A. Execution of the Contract by the Contractor is its acknowledgment that it is familiar with and agrees to comply with the following: 1. The provisions of all applicable federal, state, and local laws, statutes, ordinances, orders, rules and regulations; and 2. Applicable safety standards and regulations established by the Kentucky Labor Cabinet, pursuant to Chapter 338 of the Kentucky Revised Statutes, and all other applicable safety statutes, as well as related standards and regulations set forth by the United States Government and its agencies.

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2.04

CONTRACT TERM

A. The initial term of this contract shall be for the purchase and successful installation and first year of operation including hosting services of the AMI Fixed Network System and must be completed and operational no later than one hundred twenty (120) calendar days from the award of the contract. B. The contract shall have the provision to renew up to four (4) additional one (1) year terms for the Annual Operation Services (AMI hosting services) and unit pricing for the AMI Fixed Network System following the first year of operation. All renewals will be at the discretion of the Company and will remain in effect unless terminated, canceled, or extended as otherwise provided herein. Yearly renewals will be awarded utilizing the Consumer Price Index (CPI) as a cost adjustment factor. Annual Operation Services (AMI hosting services) and unit pricing submitted on the Bidders Proposal shall be firm for the first year of the contract. For the remaining four (4) years, the price may be adjusted annually up to, but not exceeding, changes in the Consumer Price Index, All Urban Consumers (CPI-U), published by the United States Bureau of Labor Statistics for “US City Averages”, utilizing 1982-84 = 100 as a reference base. For each price adjustment, the adjusted price amount shall bear the same ratio to the CPI-U for September of that year as the previous price amount bears to the CPI-U for September of the previous year. This format will be used for each renewal period. All renewals will be at the sole discretion of the Company. C. The Contractor shall provide goods, materials and/or services under this Contract only after receiving the Company’s Notice of Award or Purchase Order from an authorized Company representative. The Contractor shall provide goods, materials and/or services under this Contract to the full and complete satisfaction of the Company. D. The Contract may be extended at the same terms and conditions other than price by mutual agreement of the parties for a time determined by the Company and the Contractor. 2.05

CANCELLATION OR AMENDMENT OF CONTRACT

A. This Contract may not be cancelled without cause during the initial term stated in paragraph 2.04. B. This Contract may be cancelled without cause with sixty (60) days prior written notice by either party during any renewal period after the initial term. C. Either the Company or the Contractor may cancel this Contract with just cause, including and limited to breach of a material contractual obligation and a condition completely beyond the control of the party requesting cancellation, so long as the party requesting cancellation provides written notice of the deficiency and the non-requesting party is permitted thirty (30) days to correct the deficiency. The party requesting the cancellation of the Contract must make a good faith effort to reasonably consider any and all efforts of the other party to correct the deficiency. The party notified of its deficiency shall make a good faith effort to correct the deficiency. If the 5

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deficiency is not corrected to the satisfaction of the party requesting cancellation, the Contract may be cancelled effective after providing seven (7) days written notice to the other party. If due to an emergency or other compelling circumstances, correction cannot occur or due to the timing and business needs of the Company the proposed correction will not adequately remedy the deficiency, this Contract may be terminated immediately upon written notice to the other party. Upon termination of the contract, the Company will pay within thirty (30) days for all goods, materials and/or services incurred pursuant to the Contract, prior to the effective date of termination, but shall have no obligations under the Contract thereafter. D. Contractor may be suspended and removed from the Company’s list of authorized Proposers/Bidders for failing to perform the terms of the Contract. Suspensions will occur for reasons including, but not limited to, rescinding an accepted proposal/bid, canceling a Contract, poor quality of work and non-performance. The length of the suspension will be determined by the Bids and Awards Committee and a notice will be sent to the Contractor citing the reason for the suspension. SECTION 3: INDEMNIFICATION A. To the fullest extent allowed by law, the Contractor shall indemnify, defend and hold the Company, its Officers, Directors, shareholders, employees, agents and insurers harmless from and against any and all claims, demands, liabilities, liens, taxes, losses, damages and fees, including attorney’s fees, costs and expenses arising out of or related to the performance of, or furtherance of, the work, whether caused in whole or in part by any negligent or intentional act or omission or willful misconduct of the Contractor regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. The liability of such indemnifying party shall be ultimately limited by the extent of the negligent acts or omissions of the Contractor or anyone directly or indirectly employed by the Contractor for this Contract. B. In claims against any person indemnified under Section 3A above, by an employee of the Contractor, Subcontractor or anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 3A shall not be limited by a limitation on amount or type of damages, compensation or benefits paid by or for the Contractor or Subcontractor under worker’s compensation acts, disability benefit acts or other employee benefit acts. SECTION 4: SERVICE PERFORMANCE 4.01

COMPLIANCE WITH SPECIFICATIONS

A. Goods and services shall meet the specifications requested by the Company in the RFP to which the Contractor responded and upon which this Contract is based.

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SECTION 5: SERVICES WARRANTIES 5.01

WARRANTY

A. The standard of care applicable to Contractor’s services shall be the degree of skill, care and diligence generally provided or exhibited by Contractors performing the same or similar services. Contractor warrants that the Work performed pursuant to the Contract shall meet this standard of care and shall conform to the specifications required for the Work under the Contract. Contractor shall provide evidence that such standard of care has been provided or exhibited and evidence that the services meet the warranty, if requested by the Company to do so. SECTION 6: PAYMENTS TO CONTRACTOR 6.01

FIRM PRICING

A. During the term of the Contract, Prices must be firm as provided in the Cost Proposal or as negotiated between the Company and the Contractor prior to signing the Contract, and formally incorporated into the Contract . Prices submitted subject to conditions (e.g. in effect on receipt of Contract or Purchase Order, escalation) may be disqualified from consideration.

6.02

PAYMENT TERMS

A. Contractor shall submit invoices containing the prices stipulated for good and services that have been delivered and accepted, and/or services that have been rendered and accepted by the Company. Invoices must be submitted to Accounts Payable, with detailed matching line items on cost proposal descriptions, with the Purchase Order Number and name of the Contractor’s representative making the request for payment. B. Notwithstanding the above, the Company may withhold payment for goods and services until it has received them, has inspected them, and has determined they are conforming to specifications and requirements of the Contract. C. Payment for acceptable goods, materials and/or services shall be within thirty (30) days of acceptance from the date of Contractor’s invoice. SECTION 7: LIENS A. All materials, services and other deliverables supplied to the Company under this Contract shall be free of all liens, other than the security interest held by the Contractor.

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SECTION 8: INSURANCE 8.01

GENERAL REQUIREMENTS AND CONDITIONS

A. Louisville Water Co. reserves the right to modify or waive at its discretion any or all of the insurance requirements set out herein by providing written notice to the contracting parties, prior to proposal/bid openings. B. Sub-contractors must comply with the same requirements as the primary contractor as to policy terms, conditions and limits as the general contractor unless modified or waived as set out in paragraph A 1 above. C. All insurance policies required herein shall be written by insurers with a current rating not lower than A- by The A.M. Best Company and insurers shall be authorized to do business in the Commonwealth of Kentucky. D. All policies shall contain a provision or endorsement that the coverage afforded will not be materially changed, cancelled or non-renewed until at least 30 days prior written notice has been provided to the Louisville Water Co. risk manager. E.

All required insurance shall be in effect from no later than the date that the work begins until the date that the work is completed and accepted, except that commercial general liability, umbrella, and professional liability insurance shall remain in effect for two years following the date that the work is complete and accepted by Louisville Water Co. F. All deductibles or self-insured retentions, shall be the responsibility of the contractor, vendor or supplier. 8.02

EVIDENCE OF INSURANCE

A. No goods may be provided nor services rendered until the contractor, vendor or supplier and all sub-contractors shall have furnished to Louisville Water Co. certificates of insurance executed by a duly authorized representative of each insurer evidencing compliance with the insurance requirements of Louisville Water Co. B. When requested by Louisville Water Co., all certificates shall have attached a copy of an endorsement adding Louisville Water Co. and the Board of Water Works as additional insureds. C. Failure of Louisville Water Co. to demand certificates of insurance or other evidence of full compliance with these or other insurance requirements or failure of Louisville Water Co. to detect a deficiency in the evidence provided shall not be construed as a waiver of the contractor’s, vendor’s, supplier’s or sub-contractors’ obligations to maintain the required insurance. D. The insurance coverages and limits specified herein are minimum requirements and Louisville Water Co. does not represent that they will be sufficient to adequately protect the 8

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contractor, vendor, supplier or sub-contractor for its own exposures. Further, such coverages and limits shall not be deemed as a limitation upon the contractor, vendor, supplier or subcontractor liabilities under indemnification granted to Louisville Water Co. elsewhere under in contract or other documents. E. Certificates of insurance for carriers of chemicals, explosives and other hazardous materials, when required, shall provide evidence of the appropriate Motor Carrier Act endorsement to cover the materials being transported or handled. 8.03

COMMERCIAL GENERAL LIABILITY INSURANCE

A. All contractors, vendors, suppliers and their sub-contractors shall maintain commercial general liability insurance (CGL) with total limits of not less than $1 million per occurrence unless otherwise stated in writing by Louisville Water Co. If the policies contain general aggregate limits, those limits shall apply separately by project or location made the subject of a contract. B. Commercial general liability insurance shall be written on ISO occurrence - basis form CG 00 01 or a comparable form providing equivalent coverage and shall cover liability arising from premises, operations, independent contractors, products / completed operations, and personal and advertising injury, with no exclusions for blasting ( if required under the contract ), collapse or underground or for bodily injury and property damage liability assumed under an insured contract, including the tort liability of others assumed in a business-related contract. C. When the proposed work is to be done near or upon the property of a railroad, the contractor shall, if so required by the railroad and prior to beginning work under the contract, procure railroad protective liability insurance covering the railroad with policy limits of not less than $5 million per occurrence. In the alternative, the contractor may pay fees required by the railroad to compensate it for costs to be allocated against blanket railroad protective liability coverage that is in force. D. Louisville Water Co. and the Board Of Water Works shall be named as additional insureds under commercial general liability policies. That insurance shall apply as primary and non-contributory insurance with respect to any other insurance or self-insured retention maintained by Louisville Water Co. and / or the Board of Water Works. 8.04

AUTOMOBILE LIABILITY INSURANCE

A. Contractors, vendors, suppliers and their sub-contractors shall maintain automobile liability insurance with limits of not less than $1 million per occurrence covering liability arising out of the use of any auto, including owned, non-owned and hired vehicles. B. Contractors, vendors, suppliers and their sub-contractors shall maintain Personal Injury Protection ( no-fault ) insurance for vehicles principally garaged in Kentucky or shall furnish evidence that the “no-fault” coverage has been rejected as permitted under Kentucky law. For

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vehicles not principally garaged in Kentucky, evidence shall be provided that applicable coverage automatically provides no-fault coverage when the vehicle is operated in Kentucky C. Louisville Water Co. and the Board Of Water Works shall be named as additional insureds under automobile liability policies. That coverage shall apply as primary and noncontributory insurance with respect to any insurance or self-insured retention maintained by Louisville Water Co. and / or the Board of Water Works. 8.05

UMBRELLA LIABILITY INSURANCE Contractors, vendors, suppliers and their sub-contractors may maintain umbrella liability insurance policies to meet the requirements set out herein for Commercial General Liability, Automobile Liability and Employers’ Liability coverage. Umbrella policies shall be “follow form” over underlying policies and there shall be no gaps between the primary policy limits and Umbrella underlying insurance requirements.

8.06

WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY INSURANCE

A. Contractors, vendors, suppliers and their sub-contractors shall maintain workers’ compensation insurance with limits sufficient to meet all Kentucky statutory requirements or, if a qualified self-insurer, shall present a copy of a current certification Form 16 from the Kentucky Department of Workers’ Compensation. B. Contractors, vendors, suppliers and their sub-contractors shall maintain employers’ liability insurance limits of not less than $1 million. This limit may be provided by a combination of primary and excess or umbrella liability insurance. C. If the contractor, vendor, supplier or their sub-contractors are to perform work on or about navigable waters, a U.S. Longshore and Harbor Workers’ Compensation Act endorsement shall be attached to the policy. Jones Act coverage shall also be provided if a vessel of any type is to be used. 8.07

PROFESSIONAL LIABILITY INSURANCE Contractor shall maintain professional liability insurance, either by endorsement to a general liability policy or by a separate professional liability policy. Minimum limits shall be $1 million per claim and in the aggregate. If insurance is on the claims-made basis, the [contractor, vendor, supplier] may purchase the extended reporting period or “tail,” by whatever name known, in lieu of continuing the insurance for two years, as required above.

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8.08

PROPERTY INSURANCE Contractors, vendors and suppliers shall maintain Property Insurance on its own property, including materials and equipment to be used in performance of contracts and delivered to the job site. Full replacement cost coverage on a “special causes of loss” form and any other perils specified in any contract, purchase order or notice to any contracting party shall be maintained. The contractor, vendor or supplier shall be responsible for any coinsurance penalties.

8.09

SUPPLIERS OF CHEMICALS AND OTHER HAZARDOUS MATERIALS

A. Certificates of insurance for suppliers of chemicals and other hazardous materials must state that a pollution exclusion in commercial general liability policies does not apply to products / completed operations coverage. B. If CGL policies of suppliers of chemicals and other hazardous materials do contain pollution exclusions for their own products, the supplier must provide evidence of environmental impairment liability coverage which covers all products supplied to Louisville Water Co. Limits of liability shall be the same as required for CGL coverage and must include an extended reporting provision and subrogation waiver as to Louisville Water Co., its employees, officers and directors. 8.10

CARRIERS OF CHEMICALS AND OTHER HAZARDOUS MATERIALS

A. Certificates of insurance for carriers of chemicals and other hazardous materials, including any contractor, vendor or supplier that brings such chemicals or other hazardous materials to a site for its or anyone else’s use, such as by sub-contractors, must provide evidence that no pollution exclusion exists in the applicable Automobile Liability policy for chemicals or materials being transported to the site. B. If the applicable Automobile Liability policy includes a pollution exclusion for materials being transported, the contractor, vendor or supplier must provide evidence of either hazardous cargo or transporter’s environmental impairment coverage. Limits of liability shall be the same as required for Automobile Liability coverage and must include extended reporting provisions if on the claims-made basis and a waiver of recovery rights as to Louisville Water Co., and the Board of Water Works. SECTION 9:

K.O.S.H.A. STANDARDS AND HAZARD COMMUNICATION STANDARD 1910.1200

If applicable, all goods, materials and/or services must meet or exceed Kentucky Occupations Safety & Health Act (K.O.S.H.A) standards and must comply with the Hazard Communications Standard 1910.1200 set forth by the Occupational Safety & Health Administration of the Federal Government. 11

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SECTION 10 – EQUAL OPPORTUNTY AND AFFIRMATIVE ACTION 10.01 EQUAL OPPORTUNITY A. The Company, the Contractor and its subcontractors will not discriminate on the basis of race, color, national origin, sex, or disability in the award and performance of Contracts. B. During the performance of this contract, the Contractor agrees to comply with the provisions of KRS Section 45.570 (2), and Executive Order 11246, as supplemented below to include persons with disabilities. 1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age (over forty), national origin, physical or mental disability which, with or without reasonable accommodation, does not prevent the performance of essential job functions. The contractor will post in conspicuous places, readily visible and available to the employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 2. The Contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, sex, age (over forty), national origin, physical or mental disability which, with or without reasonable accommodation, does not prevent the performance of essential job functions. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training. However, when layoffs occur, employees shall be laid off according to seniority with the youngest employee being laid off first. When employees are recalled, this shall be done in the reverse of the way the employees were laid off. 3. The Contractor will state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age (over forty), national origin, physical or mental disability which, with or without reasonable accommodation, does not prevent the performance of essential job functions. 4. The Contractor will send a notice to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding advising the labor union or worker’s representative of the Contractor’s commitments under the above nondiscrimination clauses and will post notices in conspicuous places, readily visible and available to employees and applicants for employment, setting forth the above clauses; and the Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

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5. The Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this contract or any such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government Contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor will include the provisions of paragraphs (#1) through (#8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or Contractor. 8. Unless exempt, the Contractor certifies that he does not and will not maintain any facilities for his employees to perform any services at any location under his control, where segregated facilities are maintained. 10.02 AFFIRMATIVE ACTION A. The affirmative action clause set forth by the U.S. Department of Labor, 41 CFR Part 602504 is incorporated by reference into this Contract insofar as such clauses are required by such regulations and unless exempt by applicable statutes, rules, regulations or otherwise. B. The affirmative action clause set forth by Para. 503 of the Rehabilitation Act of 1973, as amended, 41 CFR Part 60-741.1, is incorporated by reference into this Contract insofar as such clauses are required by such regulations and unless exempt by applicable statutes, rules, regulations, or otherwise. C. Contractor shall maintain an affirmative action plan, unless Contractor is exempt by applicable statutes, rules, regulations, or otherwise, and if Contractor is required to maintain an affirmative action plan, then said affirmative action plan shall be made available to the Company for review at the Company’s request.

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SECTION 11: RIGHT TO AUDIT Contractor shall maintain during the course of work and retain for not less than four years after completion thereof, complete and accurate records of all Contractor’s costs which are chargeable to the Company under this Contract; and the Company shall have the right at any reasonable time, to inspect and audit those records by an authorized representative of its own or any public accounting firm selected by the Company. The records to be maintained and retained by the Contractor shall include (without limitation), (a) payroll records accounting for total time distribution of Contractor’s employees working full or part-time on the Work (to permit tracing to payroll and related tax returns), as well as canceled payroll checks, or signed receipts for payroll payments in cash; (b) invoices for purchases, receiving and issuing items; paid invoices and canceled checks for materials purchased and for subcontractors and any other third parties’ charges. SECTION 12: WEAPONS POLICY – WEAPONS PROHIBITED A. The Company is committed to providing a safe environment for its employees and the general public. Therefore, possession of weapons, except a legally possessed firearm, by anyone on Company property or on any Site to which Goods are being delivered or Services are performed under this Contract is strictly prohibited. This includes the possession of a weapon in a vehicle, while in a personal vehicle used for Company business or a personal vehicle while on premises, except it does not include a legally possessed firearm. B. A weapon refers to any instrument of offensive or defensive combat that can be used to injure a person. Examples include, but are not limited to: explosives, folding knives with a blade length exceeding four (4) inches, or other knives not designed for a work function. C. Any person who violates this policy will be denied access to or be asked to leave the Company’s property by security personnel or a member of management. If any person refuses, law enforcement officials will be contacted immediately.

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SECTION 13: GOVERNING LAW The laws of the Commonwealth of Kentucky shall govern this Contract. All actions shall be brought in the courts, whether federal or state, located in Jefferson County, Kentucky. IN WITNESS WHEREOF, the parties or their duly authorized representatives hereby execute this CONTRACT on the date first written above. LOUISVILLE WATER COMPANY

CONTRACTOR

BY: ___________________________ Authorized Signature

BY: __________________________ Authorized Signature

DATE: ___________________________

DATE: _______________________

Approved For Legality and Form:

BY: ______________________________ Barbara K. Dickens Vice President, General Counsel

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EXHIBIT I LWC TECHNICAL SPECIFICATIONS & SUPPLEMENTARY TERMS & CONDITIONS

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EXHIBIT II CONTRACTOR’S PROPOSAL FORM & TECHNICAL PROPOSAL

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EXHIBIT III CONTRACTOR’S COST PROPOSAL

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EXHIBIT IV CONTRACT CHANGE ORDER

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LOUISVILLE WATER COMPANY CONTRACT CHANGE ORDER CHANGE ORDER TYPE:

CAPITAL

O&M

DATE ___________

CONTRACT NO ____________ CHANGE ORDER NO ________ CHANGE DIRECTIVE NO ________ PROJECT NO

13529

PO NO ________

RFP NO 14-11

BUYER Terri Conner

PROJECT NAME Advanced Metering Infrastructure (AMI) Fixed Network System Mini-Pilot CONTRACTOR _______________________________

PROJECT MANAGER Ralph McCord

You are directed to make the following changes in the Contract Documents: Reason for Change Order:

SCOPE: Description:

Attachments: (List documents supporting change): PRICE: CONTRACT PRICE ADJUSTMENT ORIGINAL CONTRACT PRICE

__________

LAST APPROVED CONTRACT PRICE

__________

NEW CONTRACT PRICE

__________

$ CHANGE FROM ORIGINAL CONTRACT

__________ % CHANGE FROM ORIGINAL ________

$ INCREASE FOR THIS CHANGE ORDER

__________ % CHG THIS CHANGE ORDER _______

TERM: CONTRACT TERM CHANGE ORIGINAL CONTRACT TERM

___________

LAST APPROVED CONTRACT TERM

___________

NEW CONTRACT TERM

___________

PLEASE CHECK IF CHANGE ORDER EFFECT M/WBE SUBCONTRACTOR PARTICIPATION. ______________________ Contractor Approval

__________ Date

_______________________________ Recommended by LWC Project Manager

__________ Date

________________________________ LWC Approval

_________ Date

_________________________________ Procurement Manager

_________ Date

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EXHIBIT V CONTRACTOR’S INSURANCE CERTIFICATE

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EXHIBIT B – CUSTOMER METER ADDRESS LIST

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RFP 2012

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RFP 2012

EXHIBIT B - CUSTOMER METER ADDRESS - METER CYCLE 17 - ROUTE 12 Project No. 12329 - AMI Mini-Pilot Project Data

PREMISE

CYCLEROUTE

ADDRESS

TYPE

METER

RATE

9012819 9012820 9213262

1712 1712 1712

2 CALEDONIA AVE 4 CALEDONIA AVE 8 CALEDONIA AVE

W W W

34299001 43901548 43807472

RESGP RESGP RESGP

9284546 9281158 9284545 9285808 9281829 9285809 9286453 9286452 9286847 9286845 9286846 9012810 9012809

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

300 CLIFFWOOD HILL WAY 301 CLIFFWOOD HILL WAY 302 CLIFFWOOD HILL WAY 303 CLIFFWOOD HILL WAY 304 CLIFFWOOD HILL WAY 305 CLIFFWOOD HILL WAY 307 CLIFFWOOD HILL WAY 309 CLIFFWOOD HILL WAY 401 CLIFFWOOD HILL WAY 402 CLIFFWOOD HILL WAY 403 CLIFFWOOD HILL WAY 2749 CLIFFWOOD AVE 2750 CLIFFWOOD AVE

W W W W W W W W W W W W W

79205401 81686456 79205404 79625381 78323005 79625378 79625862 79625860 79204421 79203352 79203804 85011795 34299064

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

9012594 9012595 9012596 9012597 9012598 9012599 9012600 9291856 9012690 9012691 9012692 9211403 9012693 9012694 9012695 9012696 9246714 9012757 9247746 9278682 9208442 9012760 9012761

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

2600 FRANKFORT AVE 2604 FRANKFORT AVE 2606 FRANKFORT AVE 2608 FRANKFORT AVE 2612 FRANKFORT AVE 2616 FRANKFORT AVE 2620 FRANKFORT AVE 2620 FRANKFORT AVE 2622 FRANKFORT AVE 2628 FRANKFORT AVE 2632 FRANKFORT AVE 2636 FRANKFORT AVE 2638 FRANKFORT AVE 2640 FRANKFORT AVE 2644 FRANKFORT AVE 2646 FRANKFORT AVE 2650 FRANKFORT AVE 2700 FRANKFORT AVE 2704 FRANKFORT AVE 2708 FRANKFORT AVE 2710 FRANKFORT AVE 2712 FRANKFORT AVE 2714 FRANKFORT AVE

W W W W W W W F W W W W W W W W W W W W W W W

90177718 87783174 73700695 87783171 84217759 87783170 47837137 49694141 87783169 87783167 87783224 87783225 87783226 52242470 87783223 51862339 60113348 83153340 87783220 48824290 47938529 51862285 87783173

RESGP RESGP RESGP RESGP RESGP RESGP FREEB FRFSB COMGB COMGB COMGB COMGB RESGP COMGB COMGB COMGB COMGB COMGB RESGP COMGB COMGB COMGB COMGB

1

EXHIBIT B - CUSTOMER METER ADDRESS - METER CYCLE 17 - ROUTE 12 Project No. 12329 - AMI Mini-Pilot Project Data

PREMISE

CYCLEROUTE

ADDRESS

TYPE

METER

RATE

9214347 9012762 9012840 9012841 9012842 9012843 9012844 9012845 9012846 9012847 9014566 9014567 9014463 9295168 9294204 9014603 9014604 9014605 9014606 9014607 9014608 9222494 9014638 9014639 9280756

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

2716 FRANKFORT AVE 2720 FRANKFORT AVE 2722 FRANKFORT AVE 2724 FRANKFORT AVE 2726 FRANKFORT AVE 2730 FRANKFORT AVE 2734 FRANKFORT AVE 2736 FRANKFORT AVE 2740 FRANKFORT AVE 2762 FRANKFORT AVE 2800 FRANKFORT AVE 2822 FRANKFORT AVE 2823 FRANKFORT AVE 2840 FRANKFORT AVE 2840 FRANKFORT AVE 2858 FRANKFORT AVE 2864 FRANKFORT AVE 2864 FRANKFORT AVE 2866 FRANKFORT AVE 2868 FRANKFORT AVE 2870 FRANKFORT AVE 2912 FRANKFORT AVE 2916 FRANKFORT AVE 2920 FRANKFORT AVE NS FRANKFORT AVE

W W W W W W W W W W W W F W F W W F W W W W W W I

87783172 87783219 47767735 87783218 50495701 87783222 87783217 87783168 35491896 50479871 60204551 30026913 50503009 60592928 82476675 48824305 49832087 50457190 84215703 32052605 50490012 43338984 50494507 86091036 50504517

COMGB COMGB COMGB COMGB COMGB COMGB COMGB COMGB COMGB FREEB COMGB COMGB FIRGB COMGB FIRGB COMGB COMGB FIRGB COMGB COMGB COMGB COMGB COMGB COMGB FRIGB

9014795 9014794 9014793 9014792 9014791 9014790 9014789 9215100 9199878 9209132 9235888 9014788 9014787 9014786

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

303 GODFREY AVE 307 GODFREY AVE 309 GODFREY AVE 311 GODFREY AVE 313 GODFREY AVE 315 GODFREY AVE 317 GODFREY AVE 319 GODFREY AVE 321 GODFREY AVE 401 GODFREY AVE 403 GODFREY AVE 405 GODFREY AVE 407 GODFREY AVE 409 GODFREY AVE

W W W W W W W W W W W W W W

50491148 35247057 84216786 35194597 50479729 84170481 35247343 29756588 84170482 50501408 79204829 35247332 35194993 50499889

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

9014649

1712

2923 GRINSTEAD DR

W

34818555

RESGP

2

EXHIBIT B - CUSTOMER METER ADDRESS - METER CYCLE 17 - ROUTE 12 Project No. 12329 - AMI Mini-Pilot Project Data

PREMISE

CYCLEROUTE

ADDRESS

TYPE

METER

RATE

9014648 9014647 9014727 9206724 9228971 9014728 9014646 9191815 9193786 9014729 9014076 9014077 9014075 9014074

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

2927 GRINSTEAD DR 2931 GRINSTEAD DR 2934 GRINSTEAD DR 2935 GRINSTEAD DR 2936 GRINSTEAD DR 2938 GRINSTEAD DR 2939 GRINSTEAD DR 2940 GRINSTEAD DR 2943 GRINSTEAD DR 2944 GRINSTEAD DR 3001 GRINSTEAD DR 3001 GRINSTEAD DR 3003 GRINSTEAD DR 3015 GRINSTEAD DR

W W W W W W W W W W W F W W

79323271 84216780 35247350 34818653 50499910 35247341 30882069 35247347 34818652 84170453 50489982 34345501 52242519 60172901

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP COMGB FIRGB FRLWB FRLWB

9221613 9012798 9012796 9012797 9012795 9012794 9225050 9012793 9012792 9224532 9012791 9012790 9012788 9012789 9012786 9012787

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

3200 MARION CT 3201 MARION CT 3204 MARION CT 3205 MARION CT 3207 MARION CT 3208 MARION CT 3209 MARION CT 3212 MARION CT 3213 MARION CT 3214 MARION CT 3215 MARION CT 3216 MARION CT 3217 MARION CT 3218 MARION CT 3219 MARION CT 3220 MARION CT

W W W W W W W W W W W W W W W W

34299084 34298983 43900476 85011904 87281322 34302207 34303764 34299086 34299104 75587096 85011819 30263900 34298959 32110162 76325887 76326202

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

9201438 9014797 9014796 9234754

1712 1712 1712 1712

2902 MEADOWLARK AVE 2903 MEADOWLARK AVE 2909 MEADOWLARK AVE 2911 MEADOWLARK AVE

W W W W

35495795 60514004 35247065 84217071

RESGP COMGB RESGP RESGP

9014159 9014080 9014158 9014081

1712 1712 1712 1712

100 PENNSYLVANIA AVE 103 PENNSYLVANIA AVE 104 PENNSYLVANIA AVE 105 PENNSYLVANIA AVE

W W W W

82035438 82035439 82035446 82035444

RESGP RESGP RESGP RESGP

3

EXHIBIT B - CUSTOMER METER ADDRESS - METER CYCLE 17 - ROUTE 12 Project No. 12329 - AMI Mini-Pilot Project Data

PREMISE

9014157 9014082 9014156 9014155 9014083 9014084 9014154 9014085 9014153 9014152 9304875 9014151 9014086 9014150 9014087 9014149 9014088 9220238 9014089 9237825 9240886 9014090 9014148 9014091 9014147 9014146 9014092 9014145 9014093 9014144 9014094 9014143 9014095 9014142 9014141 9014096 9014140 9014097 9014139 9014098 9014138 9014099 9014137 9014100

CYCLEROUTE 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

ADDRESS

106 PENNSYLVANIA AVE 107 PENNSYLVANIA AVE 108 PENNSYLVANIA AVE 112 PENNSYLVANIA AVE 113 PENNSYLVANIA AVE 115 PENNSYLVANIA AVE 116 PENNSYLVANIA AVE 117 PENNSYLVANIA AVE 118 PENNSYLVANIA AVE 120 PENNSYLVANIA AVE 121 PENNSYLVANIA AVE 122 PENNSYLVANIA AVE 123 PENNSYLVANIA AVE 124 PENNSYLVANIA AVE 125 PENNSYLVANIA AVE 126 PENNSYLVANIA AVE 127 PENNSYLVANIA AVE 128 PENNSYLVANIA AVE 129 PENNSYLVANIA AVE 131 PENNSYLVANIA AVE 133 PENNSYLVANIA AVE 135 PENNSYLVANIA AVE 136 PENNSYLVANIA AVE 137 PENNSYLVANIA AVE 138 PENNSYLVANIA AVE 140 PENNSYLVANIA AVE 141 PENNSYLVANIA AVE 142 PENNSYLVANIA AVE 143 PENNSYLVANIA AVE 144 PENNSYLVANIA AVE 145 PENNSYLVANIA AVE 146 PENNSYLVANIA AVE 147 PENNSYLVANIA AVE 150 PENNSYLVANIA AVE 152 PENNSYLVANIA AVE 153 PENNSYLVANIA AVE 154 PENNSYLVANIA AVE 155 PENNSYLVANIA AVE 156 PENNSYLVANIA AVE 157 PENNSYLVANIA AVE 158 PENNSYLVANIA AVE 159 PENNSYLVANIA AVE 160 PENNSYLVANIA AVE 161 PENNSYLVANIA AVE

4

TYPE

METER

RATE

W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W

82035445 46624393 82035443 43159545 81174388 34772900 50473030 32109911 46262309 34772563 91881983 50500821 82035284 34772996 82035281 34772764 82035287 35083714 82035279 82035282 34772837 82035285 34772763 41673397 73698518 82035286 82035283 82033421 82033419 49024552 82033422 76327148 76327145 41936014 82033420 74495646 82035278 82033427 82033424 82033425 82033418 82033423 82033375 84217113

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

EXHIBIT B - CUSTOMER METER ADDRESS - METER CYCLE 17 - ROUTE 12 Project No. 12329 - AMI Mini-Pilot Project Data

PREMISE

9014136 9014101 9014135 9014102 9201763 9228543 9240192 9187427 9014134 9014103 9014133 9014104 9014132 9014131 9194937 9302938 9014105 9014106 9014130 9014129 9014107 9014108 9242514 9014109 9014128 9014110 9014127 9014111 9014126 9014112 9014125 9229754 9014124 9014113 9014123 9014114 9014115 9014122 9014121 9225606 9225171 9014116 9296546 9014117

CYCLEROUTE 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

ADDRESS

162 PENNSYLVANIA AVE 163 PENNSYLVANIA AVE 164 PENNSYLVANIA AVE 165 PENNSYLVANIA AVE 166 PENNSYLVANIA AVE 167 PENNSYLVANIA AVE 169 PENNSYLVANIA AVE 171 PENNSYLVANIA AVE 200 PENNSYLVANIA AVE 201 PENNSYLVANIA AVE 202 PENNSYLVANIA AVE 205 PENNSYLVANIA AVE 206 PENNSYLVANIA AVE 208 PENNSYLVANIA AVE 209 PENNSYLVANIA AVE 210 PENNSYLVANIA AVE 211 PENNSYLVANIA AVE 215 PENNSYLVANIA AVE 216 PENNSYLVANIA AVE 218 PENNSYLVANIA AVE 219 PENNSYLVANIA AVE 223 PENNSYLVANIA AVE 226 PENNSYLVANIA AVE 227 PENNSYLVANIA AVE 230 PENNSYLVANIA AVE 231 PENNSYLVANIA AVE 234 PENNSYLVANIA AVE 235 PENNSYLVANIA AVE 238 PENNSYLVANIA AVE 239 PENNSYLVANIA AVE 242 PENNSYLVANIA AVE 243 PENNSYLVANIA AVE 246 PENNSYLVANIA AVE 247 PENNSYLVANIA AVE 250 PENNSYLVANIA AVE 251 PENNSYLVANIA AVE 255 PENNSYLVANIA AVE 256 PENNSYLVANIA AVE 258 PENNSYLVANIA AVE 259 PENNSYLVANIA AVE 260 PENNSYLVANIA AVE 263 PENNSYLVANIA AVE 264 PENNSYLVANIA AVE 265 PENNSYLVANIA AVE

5

TYPE

METER

RATE

W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W

82033376 34772820 82033377 82033368 41753049 34818272 91882146 50477689 82033374 90164746 82033371 82033369 34772554 82033372 41757528 52156178 82034328 82476684 82034329 82476685 95472237 50467941 41759019 30863712 34772561 77565917 82476686 34615634 82476701 82476698 82476700 82476697 34615664 34772556 34818140 34772551 84170423 91882045 34818133 43158350 34818158 84170433 84537789 34818143

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP COMGB RESGP RESGP RESGP RESGP

EXHIBIT B - CUSTOMER METER ADDRESS - METER CYCLE 17 - ROUTE 12 Project No. 12329 - AMI Mini-Pilot Project Data

PREMISE

CYCLEROUTE

ADDRESS

TYPE

METER

RATE

9014120 9014118 9014119

1712 1712 1712

268 PENNSYLVANIA AVE 269 PENNSYLVANIA AVE 272 PENNSYLVANIA AVE

W W W

87939074 34818129 34818128

RESGP RESGP RESGP

9014705 9014726 9190043 9014706 9014725 9014707 9199438 9014708 9014709 9014724 9014710 9014723 9014711 9014722 9014712 9205888 9014713 9014721 9014714 9014720 9197557 9014719 9014715 9014718 9014717 9014716 9014772 9227378 9014773 9014771 9234753 9014770 9191801 9014769 9237521 9014768 9014774 9014767 9014775

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

200 PLEASANTVIEW AVE 201 PLEASANTVIEW AVE 201 1/2 PLEASANTVIEW AVE 202 PLEASANTVIEW AVE 203 PLEASANTVIEW AVE 204 PLEASANTVIEW AVE 205 PLEASANTVIEW AVE 206 PLEASANTVIEW AVE 208 PLEASANTVIEW AVE 209 PLEASANTVIEW AVE 210 PLEASANTVIEW AVE 211 PLEASANTVIEW AVE 212 PLEASANTVIEW AVE 213 PLEASANTVIEW AVE 214 PLEASANTVIEW AVE 215 PLEASANTVIEW AVE 216 PLEASANTVIEW AVE 217 PLEASANTVIEW AVE 218 PLEASANTVIEW AVE 219 PLEASANTVIEW AVE 220 PLEASANTVIEW AVE 221 PLEASANTVIEW AVE 222 PLEASANTVIEW AVE 223 PLEASANTVIEW AVE 225 PLEASANTVIEW AVE 227 PLEASANTVIEW AVE 300 PLEASANTVIEW AVE 301 PLEASANTVIEW AVE 302 PLEASANTVIEW AVE 303 PLEASANTVIEW AVE 304 PLEASANTVIEW AVE 305 PLEASANTVIEW AVE 306 PLEASANTVIEW AVE 307 PLEASANTVIEW AVE 308 PLEASANTVIEW AVE 309 PLEASANTVIEW AVE 310 PLEASANTVIEW AVE 311 PLEASANTVIEW AVE 312 PLEASANTVIEW AVE

W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W

34776682 84216781 84216789 31167314 84216783 35545501 43150476 41752061 34776681 43338538 43342738 83171660 35194989 43808391 34776670 34953932 74493757 30858768 90567431 34776734 34776688 43808390 34776684 34776683 84170488 43338745 35194986 43338537 35247325 50473545 41672947 35247316 35247349 43808389 84170483 43808388 50479702 35247327 35194931

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

6

EXHIBIT B - CUSTOMER METER ADDRESS - METER CYCLE 17 - ROUTE 12 Project No. 12329 - AMI Mini-Pilot Project Data

PREMISE

CYCLEROUTE

ADDRESS

9014766 9014776 9014765 9014777 9014764 9014763 9014778 9014779 9014762 9014780 9014761 9014781 9014760 9014782 9014759

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

313 PLEASANTVIEW 314 PLEASANTVIEW 315 PLEASANTVIEW 316 PLEASANTVIEW 317 PLEASANTVIEW 319 PLEASANTVIEW 320 PLEASANTVIEW 400 PLEASANTVIEW 401 PLEASANTVIEW 402 PLEASANTVIEW 403 PLEASANTVIEW 404 PLEASANTVIEW 405 PLEASANTVIEW 408 PLEASANTVIEW 409 PLEASANTVIEW

9283681 9283681 9014079 9260289 9260289 9193876 9194316

1712 1712 1712 1712 1712 1712 1712

ES RESERVOIR AVE ES RESERVOIR AVE WS RESERVOIR AVE WS RESERVOIR AVE WS RESERVOIR AVE 201 RESERVOIR AVE 201 RESERVOIR AVE

9012839 9012763 9194015 9220518 9012764 9012838 9012837 9012765 9012836 9012766 9197691 9012767 9012768 9012835 9012834 9012833 9012832 9193978

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

111 S BAYLY AVE 112 S BAYLY AVE 114 S BAYLY AVE 115 S BAYLY AVE 116 S BAYLY AVE 117 S BAYLY AVE 119 S BAYLY AVE 120 S BAYLY AVE 123 S BAYLY AVE 124 S BAYLY AVE 125 S BAYLY AVE 126 S BAYLY AVE 128 S BAYLY AVE 129 S BAYLY AVE 131 S BAYLY AVE 135 S BAYLY AVE 137 S BAYLY AVE 139 S BAYLY AVE

7

AVE AVE AVE AVE AVE AVE AVE AVE AVE AVE AVE AVE AVE AVE AVE

TYPE

METER

RATE

W W W W W W W W W W W W W W W

50473520 84170487 46897710 35247331 43338533 35247334 41771242 84217156 79625044 74047371 35247326 50473861 75567037 46261794 43338594

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

WA WM W W W W F

08007690 08007690A 49494154 50489414 51865647 60120833 43343621

EST FRLWB FRLWB FREEB FREEB FREEB FRFSB

W W W W W W W W W W W W W W W W W W

50465550 41759000 84533686 84216799 34197168 50465552 79612464 31060297 29757655 84216798 34322280 41673169 87484412 50467844 50487341 90932431 34299107 50505842

RESGP RESGP RESGP RESGP RESGP RESGP RESGP COMGB RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

EXHIBIT B - CUSTOMER METER ADDRESS - METER CYCLE 17 - ROUTE 12 Project No. 12329 - AMI Mini-Pilot Project Data

PREMISE

9012831 9221378 9012830 9012829 9012769 9012828 9223271 9012827 9012770 9012771 9012826 9012772 9012773 9012825 9012774 9012824 9235322 9012775 9012823 9012822 9233357 9012821 9234035 9225470 9188705 9217600 9012776 9012777 9012818 9233390 9012778 9012779 9207455 9205757 9209497 9225388 9230114 9230138 9012817 9012780 9012816 9012781 9012815 9012782 9012814

CYCLEROUTE 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

ADDRESS

141 S BAYLY AVE 200 S BAYLY AVE 201 S BAYLY AVE 203 S BAYLY AVE 204 S BAYLY AVE 205 S BAYLY AVE 206 S BAYLY AVE 209 S BAYLY AVE 210 S BAYLY AVE 212 S BAYLY AVE 213 S BAYLY AVE 214 S BAYLY AVE 216 S BAYLY AVE 217 S BAYLY AVE 218 S BAYLY AVE 221 S BAYLY AVE 222 S BAYLY AVE 224 S BAYLY AVE 225 S BAYLY AVE 227 S BAYLY AVE 228 S BAYLY AVE 229 S BAYLY AVE 230 S BAYLY AVE 232 S BAYLY AVE 236 S BAYLY AVE 238 S BAYLY AVE 240 S BAYLY AVE 300 S BAYLY AVE 301 S BAYLY AVE 303 S BAYLY AVE 304 S BAYLY AVE 306 S BAYLY AVE 307 S BAYLY AVE 308 S BAYLY AVE 309 S BAYLY AVE 310 S BAYLY AVE 311 S BAYLY AVE 312 S BAYLY AVE 315 S BAYLY AVE 316 S BAYLY AVE 317 S BAYLY AVE 318 S BAYLY AVE 319 S BAYLY AVE 320 S BAYLY AVE 321 S BAYLY AVE

8

TYPE

METER

RATE

W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W

42319611 34197170 34299083 34156305 86521256 50485262 83711440 84216794 84216911 34198080 84216782 50483061 41672888 50465543 50478135 50494113 50465612 34270862 50467704 50465613 84216898 34625322 34280797 34296990 34297011 34647547 34297012 34296996 34298952 50471519 34296989 34156246 50490253 34187850 86521522 32056885 34299012 34296988 34298958 50471148 84216788 34187795 34299036 34296992 34299011

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP COMGB RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

EXHIBIT B - CUSTOMER METER ADDRESS - METER CYCLE 17 - ROUTE 12 Project No. 12329 - AMI Mini-Pilot Project Data

PREMISE

CYCLEROUTE

ADDRESS

TYPE

METER

RATE

9201636 9194343 9012783 9012813 9199726 9236088 9012784 9012785 9012811 9012812 9222241 9012808 9012807 9012806 9012803 9012802 9273804

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

322 S BAYLY AVE #A 322 S BAYLY AVE #B 326 S BAYLY AVE 327 S BAYLY AVE 328 S BAYLY AVE 329 S BAYLY AVE 332 S BAYLY AVE 334 S BAYLY AVE 339 S BAYLY AVE 335 S BAYLY AVE 333 S BAYLY AVE 349 S BAYLY AVE 351 S BAYLY AVE 355 S BAYLY AVE 366 S BAYLY AVE 370 S BAYLY AVE 376 S BAYLY AVE

W W W W W W W W W W W W W W W W W

81682121 34296994 50483067 34198110 30264296 50487949 34296993 50465542 84216787 43807015 34299105 84216784 84216785 50463929 50462381 51955364 90844168

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

9014704 9014703 9220737 9014702 9240284 9014701 9014699 9234127 9014700 9188707

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

2901 SPRINGDALE RD 2903 SPRINGDALE RD 2905 SPRINGDALE RD 2907 SPRINGDALE RD 2909 SPRINGDALE RD 2911 SPRINGDALE RD 2914 SPRINGDALE RD 2916 SPRINGDALE RD 2918 SPRINGDALE RD 2920 SPRINGDALE RD

W W W W W W W W W W

84170410 84170414 50477491 50481026 91339869 34953537 34818663 50450353 34615452 34615582

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

9014640 9014641 9014642 9014643 9014644 9014645 9215037 9293355 9014730 9014731 9014732 9014733 9014734 9014735

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

116 STILZ AVE 118 STILZ AVE 120 STILZ AVE 122 STILZ AVE 124 STILZ AVE 126 STILZ AVE 128 STILZ AVE 130 STILZ AVE 210 STILZ AVE 212 STILZ AVE 214 STILZ AVE 216 STILZ AVE 218 STILZ AVE 220 STILZ AVE

W W W W W W W W W W W W W W

84217140 32059860 34818567 46624238 34615271 34818280 41758001 82477894 50458752 84217123 35194938 43433797 34322477 34322496

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

9

EXHIBIT B - CUSTOMER METER ADDRESS - METER CYCLE 17 - ROUTE 12 Project No. 12329 - AMI Mini-Pilot Project Data

PREMISE

CYCLEROUTE

ADDRESS

TYPE

METER

RATE

9014736 9014737 9014738 9014739 9014740 9014741 9014742 9014743 9014744 9014745 9014746 9203321 9014747

1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712 1712

222 STILZ AVE 224 STILZ AVE 226 STILZ AVE 228 STILZ AVE 230 STILZ AVE 232 STILZ AVE 236 STILZ AVE 300 STILZ AVE 302 STILZ AVE 304 STILZ AVE 306 STILZ AVE 308 STILZ AVE 310 STILZ AVE

W W W W W W W W W W W W W

43433798 34302050 43433796 43433799 43433800 43433801 43433807 43432023 44028583 29757530 87937276 50474572 35247324

RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP RESGP

9012799 9012800 9246419 9012801

1712 1712 1712 1712

330 WILDWOOD PL 332 WILDWOOD PL 336 WILDWOOD PL 338 WILDWOOD PL

W W W W

30858107 87938640 85011796 80899451

RESGP RESGP RESGP RESGP

10

EXHIBIT C – METER CYCLE 17 - ROUTE 12 GIS MAP

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EXHIBIT C - METER CYCLE 17 - ROUTE 12 GIS MAP

AVE

FRANKFORT AVE

ARTERBURN AV E

KEN

CT

ER

LN

E AV

E AV TH R WO LEGEND NT

RY

EW

A

WE

E AV

_ ^

DR

N

DE DR

IN RA

W BO

Smokestack

LEXINGTON RD Meter Location (399)

Major Street POPPY WAY Local Street

R GA

RD

1

ER

AVE RT

E UB

CH

I TV

SEMINARY CT

AND UPL

T

EY

TOP HILL RD

N

YC

FR

L RD CROSS HIL

OV ST

AN RM

HE

N SA

SE

D D GO

R RY NA I M

EA

RD

EA PL

LE

E AV

DA

ILZ ST

NG RI SP

N

DR

TL AR

CT

CT

Y ED

L DP

I GR

D

EA ST

HE

NN

VE DA

ED

85°40'59.21"W 38°15'13.028"N

CENT

KE

AVE OD

IF CL

OO FW

CR

_ ^

CRES

E

WO

AVE

OO DW WIL

AVE

Y AV

H IRC

Y AYL

ER IDE T

HILLS

VIEW LONG

SA

NED

SB

SB

K AVE

VE RSON A

C FRAN

E AVE S HIT

AVE

G AVE

S PETE

S EWIN

S GALT

ST PAYNE

BLACKBURN AVE

E WOOD

RESERVOIR AV

H AVE

ENGLIS

HILLCREST AVE

N BIRCH

Y AVE N BAYL

RE P L

LN

AVE

N GALT AVE

N PETERSON

CLAREMONT AV E

AVE

EN

VE FIELD A

MACM O

E

V FIELD A

PENNSYLVANIA AVE

LE R D EDA

HWOOD

D LIN

RIDG

CT ROYER

E ENT AV

R

OOD TE HOLLYW N AVE SHIPPE

±

L RD

CRESC

DGE RD

O RD N BIRC

NSBOR BROW

E

E AV TE HI

MORAN Cycle 17,PLRoute 12

R EBE

N

AMI Metering Pilot Study Area

KNIGHTSBRI

UNIVERSITY AV

Louisville Water Company RIEDLING DR

Cycle 17, Route 12

EXHIBIT C - METER CYCLE 17 - ROUTE 12 GIS MAP

2

EXHIBIT D – SAMPLE EASEMENT

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