REQUEST FOR PROPOSAL


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REQUEST FOR PROPOSAL (RFP) FOR

RFP 15-45 / IT Project Consulting Services

LOUISVILLE WATER COMPANY LOUISVILLE, KENTUCKY

RFP Opening Date: Wednesday, August 5, 2015

Buyer: Renee Fromme Buyer II (502) 569-3600 ext. 2300 [email protected]

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TABLE OF CONTENTS

REQUEST FOR PROPOSAL ...................................................................................................................... 5 CHECKLIST................................................................................................................................................. 7 INSTRUCTIONS TO PROPOSERS ............................................................................................................ 9 INTRODUCTION & BACKGROUND ..................................................................................................... 15 EVALUATION PROCESS ........................................................................................................................ 19 TERMS AND CONDITIONS .................................................................................................................... 23 TIME LINE ................................................................................................................................................. 39 MASTER AGREEMENT / ASSIGNMENT CHANGE ORDER .............................................................. 41 PROPOSAL FORM .................................................................................................................................... 43 COST PROPOSAL ..................................................................................................................................... 47

ATTACHMENTS: Exhibit A – Assignment Appendix A – Exceptions to RFP

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REQUEST FOR PROPOSAL Proposal Number/Title:

15-45 / IT Project Consulting Services

Proposal Opening Date:

Wednesday, August 5, 2015

Brief Scope:

Louisville Water Company is requesting proposals for a five year Master Agreement for IT Project analysis, planning, solution evaluation and selection, contract development and negotiation, implementation support and quality assurance. Assignments to the Master Agreement will be made for each specific Project/Statement of Work.

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. Potential proposers are requested to register on the Louisville Water Company eplanroom under the Goods & Services section at www.lwckyplanroom.com for potential future communications regarding this RFP. At that time, you may select any and all categories of interest; however, be sure to select “Category # 200 – Computer Related Services” to be included on the distribution list for this RFP. Sealed Proposals for the professional services 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 Proposal Opening 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(s) 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 sub-Proposers 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.

Renee Fromme Procurement Services

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CHECKLIST Failure to return all of the following to the Company by 11:00 a.m. EST/EDT on the Proposal Opening Date will result in disqualification of the proposal:

1. Technical Proposal 2. Signed Proposal Form (Submitted in Technical Proposal envelope)

3. Completed Response To Proposed Terms and Conditions, Scope of Work – Appendix A (Submitted in Technical Proposal envelope) 4. Cost Proposal (Submitted in a separate sealed envelope) 5. 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. 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.

2. CERTIFIED MINORITY AND WOMEN BUSINESS ENTERPRISE PROGRAM A. 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 woman and minority businesses. B. 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.

3. PRE-PROPOSAL CONFERENCE The date and time of a pre-proposal conference, if applicable, will be indicated in the Request for Proposal. If the Request for Proposal states that attendance at a pre-proposal conference is mandatory, then Proposers must attend the pre-proposal conference and must sign the attendance sheet, or the Company may reject the Proposal. Proposers are encouraged to ask questions and comment on the requirements of the Contract at the pre-proposal conference. Any questions or comments regarding the requirements of the bidding process or any apparent omission or discrepancy should be presented to the Company during this conference. The Company will then determine the appropriate action necessary, if any, and issue a written addendum. Verbal remarks will not constitute an addendum to the Contract. 6. 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. 7. SUBMISSION OF PROPOSALS The Proposer must submit its Proposal in accordance with the following requirements: 9

A. PROPOSAL 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 Supervisor, Louisville Water Company, 550 South Third Street, Louisville, Kentucky 40202. 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 the entire signed Technical Proposal (the technical proposal shall contain all documents and submittals except any documents/submittals related to cost) and one (1) Windows compatible CD or electronic media such as a USB thumb drive 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 by Procurement Services in 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 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 does 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. Any exceptions or submission of additional terms, conditions and/or agreements shall be listed on Appendix A – Exceptions to RFP, or referenced on Appendix A and attached to Appendix A. 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. PROPOSER RESPONSIBILITY LWC will not be responsible for errors or omissions on the part of Proposers in preparation of their Proposals. LWC will not provide any reimbursement for the cost of developing or presenting 10

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. 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 Proposalopening 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 the Company. The Company 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-56-127. The applicable tax exemption form will be provided to the successful Proposer(s) upon request. N. QUANTITIES 11

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 of a Proposal received after the Proposal Opening Date or of an Award received after the ten (10) day period specified above and will return the respective protests 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 A. 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. B. Proposers are encouraged to submit concise and clear responses to the RFP. Responses of excessive length are discouraged. However, all information required by the Company 12

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. QUALIFICATION OF PROPOSER The Proposer may be required before the award of any Contract to show to the complete satisfaction of Louisville Water Company that it has the necessary facilities, ability, and financial resources to provide the service specified therein in a satisfactory manner. The Proposer may also be required to give a past history and provide references in order to satisfy Louisville Water Company in regard to the Proposer’s qualifications. Louisville Water Company may make reasonable investigations deemed necessary and proper to determine the ability of the Proposer to perform the work, and the Proposer shall furnish to Louisville Water Company all information for this purpose that may be requested. Louisville Water Company reserves the right to disqualify any proposal if the evidence submitted by, or investigation of, the Proposer fails to satisfy Louisville Water Company that the Proposer is properly qualified to carry out the obligations of the Contract and to complete the work described therein. Evaluation of the Proposer’s qualifications shall include: 1. 2. 3. 4.

The ability, capacity, skill, and financial resources to perform the work or provide the service required. The ability of the Proposer to perform the work or provide the service promptly or within the time specified, without delay or interference. The character, integrity, reputation, judgement, experience, and efficiency of the Proposer. The quality of performance of previous contracts or services.

S. 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 13

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. In 2011 LWC’s Board of Water Works (BOWW) approved a strategy to standardize its information management systems on Oracle software. Oracle standardization provided LWC an opportunity to simplify resources provided, improve resource options, and provide common tools for all of our business users at a time when LWC was seeking ways to increase traditional and non-traditional revenues. LWC’s Oracle products now includeFinancial, Time & Labor, Purchasing, Inventory, and People Soft Human Resources & Payroll. In March 2015 LWC completed the implementation of the Oracle Customer Care and Billing (CC&B) and Mobile Workforce Management (MWM) systems. LWC and the Metropolitan Sewer District (MSD) have now begun work to implement “One Water” – the idea of bringing together certain functions of both organizations to save money and provide improved service. Through an InterLocal Agreement, LWC and MSD will share some services but keep their existing governing structures. In Phase 1, LWC and MSD will identify savings in five areas: Procurement, Fleet, Human Resources, Information Technology and Customer Service. Consulting services are required to assist LWC with the following IT projects: • CC&B and MWM future phases • Louisville’s One Water Initiative • Work and Asset Management (WAM) including Mobile for MSD • Meter Data Management (MDM) • Automated Metering Infrastructure (AMI) • Oracle eBusiness Suite Upgrade (EBS) • Peoplesoft Upgrade • Financial and Human Resource Systems for MSD • Enterprise Business Intelligence (BI) • And Others as they become identified from time to time The Company, at its sole discretion, may elect to award, or elect not to award a contract(s) or assignment(s) under any contract awarded for any of the services described more fully herein.

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SCOPE OF WORK LWC is soliciting proposals from firms experienced in IT advisory services (assessments and application planning), solution procurement services, implementation support services and implementation quality assurance services for enterprise-wide business IT applications in an effort to establish a master agreement to support the assessment, planning, evaluation, selection, and implementation of LWC’s IT projects and selection of associated service providers. The contractor shall work closely with LWC’s internal staff and other stakeholders (including software product vendors and system implementers/contractors) prior to and during the implementation phase. Contractor shall also provide post go live support.

1.1 TASKS The consultant will be responsible for providing LWC with tasks including but not limited to the following: 1. Review and Assessment of Software Needs. a. Review and prioritize business IT requirements b. Assess available software options and suggest alternatives c. Incorporate Proposer’s assessments and solutions into LWC’s IT Roadmap 2. Plan IT Projects. a. Assist in developing LWC’s IT requirements b. Assist LWC in preparation of business case c. Develop IT project and implementation timelines Develop IT project resource requirements and associated budgets 3. Develop Request for Proposals (RFPs) for software products (as needed) and for system implementers (SIs). a. Prepare the RFP b. Incorporate LWC RFP requirements c. Develop evaluation process and criteria for RFPs d. Participate with LWC’s evaluation team in evaluation of RFPs 4. Assist LWC in the development of software vendors’ (as needed) and SIs’ contract(s), and participate with LWC in the negotiation of the vendor’s and contractor’s scope of work. 5. Provide project implementation support. a. Participate with LWC’s internal team to determine gaps in IT project staffing b. Provide staff augmentation including team management and key leadershippositions, including staffing for training, testing, developers (web, reports, SOW, interfaces, infrastructure, data conversion, etc.) as needed 6. Provide Quality Assurance (project oversight) during the implementation of IT projects. a. Provide written and oral quality assurance reviews during all phases of IT projects b. Present and participate in periodic (i.e., Weekly, Monthly, Quarterly) project reviews with LWC Project Team, SI Project Manager, and product vendor 1.2 SCOPE FOR FIRST STATEMENT OF WORK

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LWC anticipates the initial Implementation Phase will include the following matters. As such, Contractor is to include its first Statement of Work in conjunction with its response to this RFP: 1. CC&B and MWM future phase activity. a. Review plans and/or develop plans to complete items remaining from the Oracle CC&B and MWM implementation project o Provide cost benefit analysis for resulting recommendations b. Assist in selection of SI (as needed) and the development of the SI’s scope of work c. Assist in development of SI’s contract and participate in negotiations d. Provide staff augmentation (as necessary) e. Provide QA during implementation project 2. Development of an IT Roadmap (application plan)– including incorporation of One Water IT projects as specified by LWC at LWC’s discretion. a. Review/assess the need for IT business applications throughout LWC b. Evaluate software options and alternatives c. Recommend optimum solutions and implementation timelines d. Provide cost benefit analysis for resulting recommendations 3. Oracle WAM implementation. a. Review and revise LWC’s requirements for WAM b. Provide cost benefit analysis for resulting recommendationsincluding evaluation of other products c. Develop an RFP for a system implementer d. Determine evaluation process and criteria e. Participate with LWC to evaluate proposals f. Work with LWC and contractor(s) to develop scope of work g. Participate with LWC in contract and scope negotiations h. Work with LWC to identify gaps in staffing requirements i. Provide experienced staff as needed to augment the LWC team j. Provide change management services during the implementation k. Provide quality assurance services during the implementation project Subsequent Statements of Work may be executed for additional phases of LWC’s IT projects.

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EVALUATION PROCESS 1. INTRODUCTION The Company's method of selecting a Consultant shall be based upon review of the received Technical Proposal", and "Cost Proposal" for each prospective Consultant. Proposal review and contractor selection will be performed by the LWC Evaluation Team. The LWC Evaluation Team shall consist of the LWC Project Manager and a Procurement Representative (non-voting), and a least two or more members selected by the LWC Project Manager. 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 QUALIFICATIONS (PASS/FAIL) Proposals that pass Round One shall move to Round Two. Proposals, who fail, will be deemed nonresponsive and no further consideration shall be given to the proposal. Responders to this Request for Proposal shall demonstrate the following minimum qualifications: ●

● ● ● ● ● ● ● ● ●

Extensive knowledge of utility based enterprise-wide business computer applications. Experience in application integration frameworks and strategies using Service Oriented Architecture (SOA). Adequate resources available to accomplish large scale, complex projects in an efficient and cost effective manner. Freedom from any obligations or interests which might conflict with the interests of any of LWC. Strong written and verbal communication skills. Experience working in/with public or private utilities. Available to work onsite five days a week and weekends during critical cutover activities. Experience in negotiating the performance of activities with team members and managers. Extensive system implementation and project management experience. Experience in analyzing risks, establishing contingency plans, identifying trigger events, and initiating plans to mitigate risks. Experience in analyzing actual performance against the plan and making adjustments consistent with project plan objectives. 19

● ● ●

Experience in all phases of the project lifecycle. Experience in RFP development and contract negotiation. Experience in developing functional and technical requirements for software applications.

Failure of proposer to demonstrate required qualifications in any one area listed above may be considered cause for disqualification of proposal.

B. ROUND TWO - TECHNICAL/PROPOSAL EVALUATION CRITERIA – (40%) In Round Two, Proposers will be scored on all evaluation criteria listed herein. After Round Two scoring is completed, the highest scored proposals will proceed to Round Three. Technical Proposal and Expertise shall be evaluated and scored based on the following: 1. Executive Summary A one to two-page Executive Summary shall be prepared by the Proposer, describing the major facts or features of the proposal, including any conclusions, assumptions, and generalized recommendations the Proposer desires to make. The Executive Summary shall be designed specifically for review by individuals who may not possess an extensive technical background. The Executive Summary shall be in letter format and shall be no more than two pages. 2. Proposer Background The following information must be provided by the Proposer. No joint ventures will be considered. ● ● ● ● ● ● ● ● ●

The firm’s name, e-mail address, business address, phone number, and fax number. The year the firm was established and former names of the firm, if applicable. The type of ownership and parent company information, if applicable. The addresses and telephone numbers of all offices/facilities that would provide the project services. Number of staff by background/discipline at each office/facility. Statement of the firm’s background, demonstrating longevity and stability. Statement of firm’s ability to secure appropriate certificate of insurance adherent to the requirements outlined in Terms and Conditions, Section 8. Indication of whether the firm is licensed to do business in the Commonwealth of Kentucky. Project Manager's name, mailing address, and telephone number, if different than firm.

3. Experience & References Proposer shall provide a one or two-page detailed project summary for two completed projects that demonstrates capabilities and experience relevant to the proposed LWC project services. Each project summary shall contain: A. Project name and location 20

B. Client name C. Client contact including name, position, role on the project, and current address and telephone number D. Period of the contract (planned and actual) E. Detailed description of the size of the project, services provided and implementation methodology F. Dollar amount of the contract or project (planned and actual) G. Status of the project Proposers shall summarize experience and relate its relevance to the proposed project in terms of technical scope, tasks involved, deliverable products, etc. Proposers shall specifically discuss and relate experience in project management, RFP development, Specifications development, validation, quality assurance, change management and Oracle Utility Applications including Work and Asset Management, Meter Data Management and Business Intelligence. 4. Staff and Personnel Qualifications Respondents shall identify and describe key personnel who will be eligible to perform project work for LWC. Submit resumes of all cited staff members, highlighting relevant experience. Emphasis shall be placed on background, skills and experience pertinent to the type of work described in this RFP. Cite employment status (full-time, part-time). In addition, provide details related to other contractors. A. Describe firms established relationship and capability to provide onshore, offshore contractors. B. Describe firms proven internal processes to provide onshore, offshore contractors. C. Describe firms internal processes to evaluate, manage onshore, offshore contractors. D. Describe factors and formula that makes up markup costs. E. Provide details information to evaluate access to other contractors.

C. ROUND THREE – INTERVIEWS – (35%) LWC will conduct interviews/presentations with Proposers. The interview/presentations may be required to be held onsite at LWC in Louisville, KY or via a combination of an in person/conference call, (part of the team may be in person, and other team members may join via a conference call). The LWC evaluation team may decide on another electronic meeting method and or conduct a site visit to the Proposers’ facilities or other actions as may be deemed appropriate. Interview/presentations will be scored. Scores from Round Three will be added to Round Two scores. D. ROUND FOUR - COST PROPOSALS – (25%) Cost Proposals will be scored. Scores from Round One and Round Two will be added to scores from Round Three. The highest point total will be given first consideration to award. LWC reserves the right to award to the best proposal, not necessarily the lowest cost or highest point total. 21

The cost evaluation component for this RFP will be based upon a comparison of hourly pay rates for typical work tasks associated with the components listed in Scope of Work, Section 1.1 - Tasks and below. Respondents shall provide an hourly rate for the tasks. The hourly rate shall include all costs associated with the tasks; including travel and living expenses for those tasks. The cost evaluation will also consider the estimated number of hours of effort and total cost effort for each of the items listed in Scope of Work Section 1.2 – First Scope of Work. LWC recognizes that specific job titles associated with work tasks may vary between firms, and that more than one job title may be applicable to a listed task. Respondents are expected to provide one (1) hourly rate for each task description listed above; even if there are multiple contractor job descriptions performing work within each task description. The method for determining this rate, such as averaging, is at the discretion of the respondent.

If any respondents provide costs by individual job titles instead of by task descriptions as requested, LWC will average applicable job titles cost to arrive at a cost for task descriptions as listed. LWC shall use the average cost to evaluate the cost proposal. Proposers shall return the completed cost proposal form provided herein on page 47. D. NEGOTIATIONS Final negotiations may be conducted with any or all of the short-listed Proposers until terms and conditions of the contract covering the work are agreed upon. E. AWARD OF CONTRACT The evaluation of award will be based on a possible 100 points. 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. A written Award Letter will be issued following award approval. The Company will execute the "Master Agreement Contract" with the awarded Consultants. The Company reserves the right to select the proposal(s) deemed to be in the best interest of the Company; reject any and/or all proposals for any reason(s); and/or not award a Contract for any reason. The Contract(s) shall be on a unit price basis for services indicated in the scope of work documents.

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TERMS AND CONDITIONS SECTION 1: GENERAL PROVISIONS 1.01

DEFINED TERMS

A. Unless stated otherwise in the Contract Documents, words or phrases having a well-known 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. 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. 2. Affirmative Action Plan - Is defined as set forth in Executive Order 11246. 3. Assignment - Specified engineering services work provided to Consultant by Project Manager utilizing the applicable enclosed forms. 4. Award - Written notification from the Louisville Water Company to the Consultant with authorization for future Assignments utilizing master Contract. 5. Change Order - A document signed by the Contractor and LWC which adds, deletes, or revises the Work or adjusts the Contract Price or the Contract Time and which is issued by the Company on or after the Effective Date of the Contract. 6. CMBE – Certified Minority Business Enterprise; a business that is certified as an entity that is at least 51% minority owned and operated. 7. CWBE – Certified Woman Business Enterprise; a business that is certified as an entity that is at least 51% woman owned and operated. 8. Company - Louisville Water Company also referred to as the Company or LWC. 9. Consultant - The individual, partnership, firm, corporation, or any LWC-approved combination or joint venture thereof contracting with the Louisville Water Company for specified engineering service work. 10. Contract - The entire, written agreement between the Company and the Contractor. 11. Contract Documents –All documents that comprise the Contract, as set forth in Section 2.02 (a) of the Terms and Conditions. 12. Contractor – The individual, partnership, corporation or other legal entity awarded the Contract as a result of the competitive bid/proposal process. 23

13. 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. 14. 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. 15. Cost Proposal - The monetary fees and rates including timetable offer submitted by the consultant, on the applicable enclosed forms, for performing the specified engineering Service work in response to the Company's Request for Proposal. 16. Defective - Unsatisfactory, faulty, or deficient in that it does not conform to the requirements of the Contract Documents. 17. Day - A calendar day consisting of 24 hours, beginning at midnight. 18. Engineer - The employee of the Consultant assigned to direct aspects of the project. 19. EST/EDT - LWC local time is Eastern Standard Time (EST) or Eastern Daylight Time (EDT). 20. GFE - Good Faith Effort. 21. Good Faith - Honesty in fact in the conduct or transaction concerned and the observance of reasonable commercial standards of fair dealing. 22. LOJIC - Louisville and Jefferson County Information Consortium. LOJIC is a source for planimetric, topographic and property data. 23. LWC - Louisville Water Company, 550 South Third Street, Louisville, Kentucky 40202. Also referred to as “the Company”. 24. Master Agreement – A contract designed to be utilized for various projects for the same type of work, for the length of the contract. A defined scope of work is provided to the contractor for each assignment under the Master Agreement. 25. Master Agreement Time – The period of time that the Master Agreement is effective. 26. May - Indicates something that is not mandatory. 27. Minimum Requirements – lowest acceptable criteria that must be met in order to provide services under this Contract. 28. 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.

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29. Notice to Proceed - Written authorization from the Louisville Water Company to the Consultant to proceed with specified engineering services work. (Unless otherwise noted, the "Notice to Proceed" defines the date of beginning of Assignment.) 30. Other Subcontractors – Not a Minority Business Enterprise or a Woman Business Enterprise. 31. Owner - Louisville Water Company also referred to as “Company” or “LWC” and the Board of Water Works of the Louisville/Jefferson County Metro Government. 32. Parties - Reference to the entities entered into a contract. In this case, the Louisville Water Company and the Consultant. 33. 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. 34. 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. 35. Proposal Documents - All written documentation given to Proposers prior to the Proposal Opening Date. 36. 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. 37. Proposer - The individual and/or legal entity submitting a Proposal to supply goods and/or services to Company. 38. Request for Proposal (RFP) – A solicitation of a formal sealed technical and cost proposal for specific goods and/or services. 39. Scope of Work - Describes the work or service to be provided. 40. Shall/Must - Indicates a mandatory requirement. 41. Specifications - Written Contract requirements for the performance of the services requested in the RFP. 42. Sub-consultant - An individual, partnership, firm, or corporation who, with the written approval of the Company's Project Manager, subcontracts any part of the engineering services work. 43. Subcontractor or Subsupplier - A person or entity that has a contract with the Contractor to provide a portion of the services required of the Contractor by its Contract with the Company.

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1.02

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 required by this Contract and to provide the services described in the Scope of Work (SOW) or any resultant Assignment. 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.

1.04

ASSIGNMENT TO MASTER AGREEMENT

A.

Each Assignment will be governed by a separately signed document as exemplified in Exhibit A procured from this Master Agreement. Prices for an assignment shall be in accordance with unit prices as indicated in the Master Agreement.

1.05

NOTICE TO AGREEMENT

PROCEED

AND

PRE-CONFERENCE

FOR EACH ASSIGNMENT TO THE MASTER

A.

The Notice to Proceed will be issued within 60 days of the return of acceptable and properly executed documents by the Contractor. The time may be extended by mutual agreement between the Company and the Contractor. If the Notice to Proceed has not been issued within the 30 day period or within the period mutually agreed upon, the Contractor may terminate the Contract without further liability on the part of either party.

B.

A Pre-Conference may be held at a time and place to be determined by the Company. If no preconference is held, the materials required to be submitted under Section 1.04 above shall be submitted as requested by the Project Manager.

C.

Contractor may start to perform Work following the effective date of the Assignment, but no Work shall be done prior to the date on which the Assignment Time commences to run.

SECTION 2: THE MASTER AGREEMENT 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 26

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.

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. Request For Proposal 2. Technical Proposal 3. Cost Proposal 4. Proposal Form 5. Terms and Conditions 6. Scope of Work 7. Assignment to Master Agreement (Exhibit A) 8. LWC Specifications (if applicable) 9. Addenda to Proposal (if applicable) 10. Response to Proposed Terms and Conditions, Scope of Work (Appendix A) 11. Contract Amendments/Change Orders (if applicable) 12. Statement of Good Faith Effort, not including supporting documentation 13. 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. Assignment to Master Agreement – The form of Exhibit A will be utilized for each assignment under this Master Agreement. Exhibit A shall detail the scope, cost and time for the specific project set forth in the Assignment. C. 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. D. This Contract shall inure to the benefit of and shall be binding upon the parties, their respective assigns, and successors in interest. 27

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.

2.04

CONTRACT TERM

A.

The Term of this Contract (Master Agreement) shall be for five (5) years from the date the contract is signed by the COMPANY and shall not be extended, cancelled or terminated except as provided herein.

B.

Not Applicable.

C.

The Contractor shall provide 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 services under this Contract to the full and complete satisfaction of the Company.

D.

The Contract may be extended upon the same terms and conditions by mutual agreement of the parties for a period of time as determined by the Company and the Contractor.

2.05

CANCELLATION OR AMENDMENT OF CONTRACT

A. This Contract may be terminated in whole or in part at any time by the Company with or without cause by giving at least thirty-(30) days advance written notice to the Contractor. In such event, the Company will be obligated to pay for services rendered and expenses, meeting Contract specifications, prior to the effective date of termination, but shall have no further obligation under this Contract.

2.06

NON-EXCLUSIVE VENDOR

From time to time, the Company may, due to cost or efficiency, acquire services similar to the services provided under this Agreement through the Company’s established procurement process. SECTION 3: INDEMNIFICATION

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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.

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

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.

B.

Each assignment to this Master Agreement will be paid for the “not to exceed” amount of each Assignments cost proposal. The “not to exceed” Assignment cost proposal must utilize the unit pricing as established in this Master Agreement at the time of the Assignment. The unit rate 29

prices shall remain in effect for the duration of the Assignment. The unit rate prices for the Assignment will not be adjusted annually. 6.02

COMPENSATION/PAYMENT

A.

The Company shall pay the full amount of the invoice within thirty (30) days of receipt and acceptance, provided the Contractor has performed the work according to the terms and conditions of this Master Agreement. The Company reserves the right to withhold payment for services not performed in accordance with this Master Agreement.

B.

All billing for reasonable reimbursable expenses, including special travel, validated by invoices/receipts will be reimbursed at actual cost, if approved by the Project Manager at the time of the Assignment.

C.

Each Pay Application shall include detailed invoice, Sub-Consultant Utilization Form, and any other items required by the Company.

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. 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 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.

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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 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 sub-contractor 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 $5 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 31

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 noncontributory 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 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 non-contributory 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

A.

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 selfinsurer, 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. 32

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

A.

Suppliers of services shall maintain professional liability insurance, either by endorsement to a general liability policy or by a separate professional liability policy. Minimum limits shall be $2 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 know in lieu of continuing the insurance for two years, as required above.

8.08

PROPERTY INSURANCE

A.

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.

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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 A.

If applicable, all 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.

SECTION 10 – EQUAL OPPORTUNTY, AFFIRMATIVE ACTION AND MINORITY AND WOMEN BUSINESS ENTERPRISES 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 34

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. 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 60-2504 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 35

action plan, then said affirmative action plan shall be made available to the Company for review at the Company’s request. SECTION 11: RIGHT TO AUDIT A.

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: 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 Company’s Contractor Safety Requirements, PR-5020.31, located on Company’s website at www.louisvillewater.com under Procurement Resources or by directly clicking 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 4.09.A.2 or 4.09.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity 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.

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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 the Company pursuant to the terms of this Contract.

E.

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

SECTION 13: WEAPONS POLICY – WEAPONS PROHIBITED A.

The Company is committed to providing a safe and healthy 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 on which Work is being 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.

SECTION 14: GOVERNING LAW A.

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.

SECTION 15: BID RESTRICTIONS A.

The Contractor or any parent or subsidiary firms of the Contractor awarded the contract for this RFP 15-45 / IT Project Consulting Services shall not be eligible to provide a bid or proposal for any software implementation/integration projects.

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TIME LINE Tentative Schedule

Description

Date

RFP Posted

July 15, 2015

Deadline for questions

July 27, 2015

Final Addendum issued (if necessary)

July 31, 2015

RFP opening date

August 5, 2015

RFP evaluation

August 10, 2015 – August 21, 2015

Interviews/Presentations

August 24, 2015 – August 28, 2015

Interview/Presentation Evaluation

September 1, 2015 – September 2, 2015 September 2, 2015

Open Cost Proposal Negotiations Bids and Awards Contract(s) awarded Contract start date

September 3, 2015 – September 8, 2015 September 11, 2015 September 18, 2015 October 1, 2015

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LOUISVILLE WATER COMPANY MASTER AGREEMENT / ASSIGNMENT CHANGE ORDER CHANGE ORDER TYPE:

CAPITAL

O&M

DATE ___________

CONTRACT MASTER AGREEMENT/ASSIGNMENT# ______ CHANGE ORDER # _____ CHANGE DIRECTIVE #_____ PROJECT NO

____________

PO NO ________

PROPOSAL NO 15-45

BUYER Renee Fromme

PROJECT NAME __________________________________________________________________________ CONTRACTOR _______________________________ _____________________

PROJECT MANAGER

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

________________________________ LWC Approval

_________________________________ Procurement Manager

__________ Date

_________ Date

_________ Date

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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. 15-45 DESCRIPTION OF PROPOSAL IT Project Consulting Services 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 ninety (90) calendar days after the Proposal Opening Date. Within ten (10) calendar days of written Notice of Award of Master Agreement, 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 above-listed 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. Within ten (10) calendar days of written Notice of Award of an Assignment to this Master Agreement, my firm shall submit 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 of any and all other required documents listed in the Request for Proposal, and upon the subsequent acceptance of said documents by the Company, the Company shall accept the Assignment Proposal where indicated and return a copy to my firm. If my firm does not deliver the above-listed 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 Assignment Proposal.

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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. 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. Request For Proposal 2. Technical Proposal 3. Cost Proposal 4. Proposal Form 5. Terms and Conditions 6. Scope of Work 7. Assignment to Master Agreement (Exhibit A) 8. Addenda to Proposal (if applicable) 9. Response to Proposed Terms and Conditions, Scope of Work (Appendix A) 10. Contract Amendments/Change Orders (if applicable) 11. 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: ____________________

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Respectfully submitted, Firm: _______________________________________________________________ By:

_________________________________________________________________ __________________________________________ (Signature of authorized officer or agent required

Title: __________________________________________ Date: __________________________________________

Accepted for the Louisville Water Company by:

________________________________________ Carol Lyons Procurement Supervisor

Date: _____________________

Approved as to legality and form by: ________________________________________ LWC, General Counsel

Date: ______________________

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COST PROPOSAL RFP # 15-45: IT Project Consulting Services Please complete the Cost Proposal form below. Please do not include the Cost Proposal with the Technical Proposal Package. The Cost Proposal must be submitted in a separate sealed envelope. Failure to do so may result in disqualification.

COMPANY NAME:_______________________________________

RFP TASK (from Section 1.1)

Year 1

HOURLY RATES Year Year Year 2 3 4

Year 5

REVIEW AND ASSESS SOFTWARE NEEDS IT PLANNING / ROADMAPS RFP DEVELOPMENT FOR SOFTWARE PRODUCTS AND SI CONTRACTOR CONTRACT DEVELOPMENT AND NEGOTIATION WITH SOFTWARE VENDOR AND SI CONTRACTOR IMPLEMENTATION SUPPORT - Project Manager IMPLEMENTATION SUPPORT – Training Lead IMPLEMENTATION SUPPORT – Trainers IMPLEMENTATION SUPPORT – Testing Lead IMPLEMENTATION SUPPORT – Testers IMPLEMENTATION SUPPORT – Developers (web, reports, SOA, interfaces, data conversion, others) Add additional lines if rates differ between positions IMPLEMENTATION SUPPORT – Infrastructure Support IMPLEMENTATION SUPPORT – Organizational Change Management Specialist QUALITY ASSURANCE (PROJECT OVERSIGHT)

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SCOPE FOR FIRST STATEMENT OF WORK (from Section 1.2)

TOTAL ESTIMATED HOURS

TOTAL ESTIMATED COST*

CC&B AND MWM FUTURE PHASES – STEP A Review plans and/or develop plans to complete items remaining from the Oracle CC&B and MWM implementation project CC&B AND MWM FUTURE PHASES – STEP B Assist in development business case (as necessary) CC&B AND MWM FUTURE PHASES – STEP C Assist in selection of SI (as needed) and the development of the SI’s scope of work CC&B AND MWM FUTURE PHASES – STEP D Assist in development of SI’s contract and participate in negotiations CC&B AND MWM FUTURE PHASES – STEP E Provide staff augmentation (as necessary) CC&B AND MWM FUTURE PHASES – STEP F Provide QA during implementation project CC&B AND MWM FUTURE PHASES – TOTAL DEVELOPMENT OF IT ROADMAP – STEP A Review/assess the need for IT business applications throughout LWC DEVELOPMENT OF IT ROADMAP – STEP B Evaluation options and alternatives DEVELOPMENT OF IT ROADMAP – STEP C Recommend optimum solution and timeline DEVELOPMENT OF IT ROADMAP – STEP D Assist in development of business case DEVELOPMENT OF IT ROADMAP – TOTAL ORACLE WAM IMPLEMENTATION – STEP A Review and revise LWC’s requirements for WAM ORACLE WAM IMPLEMENTATION – STEP B Review and confirm LWC’s business case including evaluation of other products ORACLE WAM IMPLEMENTATION – STEP C Develop an RFP for a system implementer ORACLE WAM IMPLEMENTATION – STEP D Determine evaluation process and criteria

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ORACLE WAM IMPLEMENTATION – STEP E Participate with LWC to evaluate proposals ORACLE WAM IMPLEMENTATION – STEP F Work with LWC and contractor to develop scope of work ORACLE WAM IMPLEMENTATION – STEP G Participate with LWC in contract and scope negotiations ORACLE WAM IMPLEMENTATION – STEP H Work with LWC to identify gaps in staffing requirements ORACLE WAM IMPLEMENTATION – STEP I Provide experience staff as needed to augment the LWC team ORACLE WAM IMPLEMENTATION – STEP J Provide change management services during the implementation ORACLE WAM IMPLEMENTATION – STEP K Provide quality assurance (QA) services during the implementation ORACLE WAM IMPLEMENTATION – TOTAL $

SUB TOTAL % Discount

DISCOUNT FOR WORK PERFORMED REMOTELY (Discount due to no Travel and or Living Expenses) FIRST STATEMENT OF WORK TOTAL

% $ $

Please refer to page 13, for instructions on the Cost Proposal. Pricing shall be provided for all line items. Failure to provide pricing for all line items may result in proposal being deemed nonresponsive. *The hourly rate shall be all inclusive and shall include but not be limited to all travel and living expenses. Please provide discount to be taken from hourly rate for any hours that is worked remotely and does not require travel and living expenses to the Company: All work performed remotely shall be approved by the Company Project Manager prior to start of work. Work performed remotely shall be discounted for the travel and living expenses at the discount rate indicated above. Costs for services not specifically included in the Cost Proposal may be added when services are needed for each specific Scope of Work and or Assignment. These costs shall be subject to negotiation and approval of the Company.

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ASSIGNMENT TO MASTER AGREEMENT BETWEEN THE LOUISVILLE WATER COMPANY AND

ASSIGNMENT TO MASTER AGREEMENT # ASSIGNMENT #

This ASSIGNMENT is entered into between the Louisville Water Company, a municipallyowned corporation of the Commonwealth of Kentucky, 550 South Third Street, Louisville, Kentucky, 40202 (“the COMPANY”), and , (“the CONTRACTOR”). This ASSIGNMENT Name/Project # is subject to the RFP #15-45 / IT Project Consulting Services Agreement Contract #

, Dated

.

WITNESS THAT: WHEREAS, the COMPANY is a Kentucky corporation whose stock is wholly-owned by the Metro Louisville, Jefferson County Government existing pursuant to KRS 96.230-310; and WHEREAS, the COMPANY desires to retain the CONTRACTOR to provide professional engineering consulting services as set out herein, and WHEREAS, the CONTRACTOR represents that it is qualified and willing to provide said services; and the COMPANY wishes to enter into a CONTRACT with CONTRACTOR; and WHEREAS, the CONTRACTOR warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms and conditions of this CONTRACT; NOW THEREFORE, the COMPANY and the CONTRACTOR, in consideration of the mutual benefits flowing from each to the other, do hereby agree as follows:

ARTICLE I – CONTRACT ADMINISTRATION & MANAGEMENT 1.1

The Project Manager for the Company is . The Project Manager for the CONTRACTOR is . The parties shall direct all matters arising in connection with the performance of this ASSIGNMENT, to the attention of the Project Managers. The Project Managers shall be responsible for overall coordination and oversight relating to the performance of this CONTRACT.

1 General Services Assignment

Version 7/3/2014

ARTICLE II – STATEMENT OF WORK 2.1

The CONTRACTOR shall, to the satisfaction of the COMPANY, fully and timely provide The services as described in the CONTRACTOR’s Assignment Proposal letter dated (including CONTRACTOR’s Manpower Cost Proposal), attached to this ASSIGNMENT as Exhibit I, and made a part of this ASSIGNMENT by reference.

ARTICLE III – COMMENCEMENT OF WORK 3.1

The CONTRACTOR shall work only after receiving the Company’s written Notice to Proceed or Purchase Order from an authorized Company Purchasing representative. The CONTRACTOR shall complete all work to the satisfaction of the Company in accordance with the specifications.

ARTICLE IV – TERM OF THE ASSIGNMENT 4.1

The period of performance of this ASSIGNMENT shall begin on the date of signature by COMPANY representative and be completed within , unless the COMPANY agrees in writing to an extension of the time within which the work as described in this ASSIGNMENT and any subsequent amendments must be completed.

ARTICLE V – COMPENSATION/ PAYMENT 5.1

The COMPANY reserves the right to withhold payment for services not performed in accordance with this assignment. The “not to exceed” ASSIGNMENT price is $ .

IN WITNESS WHEREOF, the parties or their duly authorized representatives hereby execute this ASSIGNMENT on the date first written above. LOUISVILLE WATER COMPANY

CONTRACTOR

By:__________________________ Printed or typed name

By:_________________________ Printed or typed name

By:__________________________ Authorized Signature

By:_________________________ Authorized Signature

Date:_________________________

Date:_______________________

Approved, Form and Legality:

By: __________________________

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EXHIBIT I CONTRACTOR’S ASSIGNMENT PROPOSAL AND ASSIGNMENT COST PROPOSAL, DATED

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EXHIBIT II (Attach Certificate of Insurance)

5 General Services Assignment

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APPENDIX A RESPONSE TO PROPOSED TERMS AND CONDITIONS, SCOPE OF WORK RFP 15-45 / IT PROJECT CONSULTING SERVICES _________________________________ Printed Name / Date

_________________________________ Title

_________________________________ Company Name

Proposer shall indicate it acceptance of the proposed Terms and Conditions, the Scope of Work and/or the Functional Technical Requirements or explain specifically which provisions or parts thereof it takes exception and attach any document(s) it propose to be incorporated into the resultant Contract. Submission by a Proposer of additional terms, conditions and/or agreements may result in disqualification of the Proposal. ________ (initial) Proposer accepts the proposed Terms and Conditions, the Scope of Work contained in the RFP, and the Functional and Technical requirements stated in the RFP. OR ________(initial) Proposer proposes exceptions to the proposed Terms and Conditions, the Scope of Work contained in the RFP, and/or the Functional and Technical Requirements stated in the RFP as indicated specifically below and attach all documents proposer proposes to become part of the resultant contract. Any exceptions shall be finally approved by LWC before becoming a part of the resultant contract.

RFP 15-45 APPENDIX A

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APPENDIX A

RFP 15-45 APPENDIX A

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