1-26-0126 RFP Arbitrage Rebate Services.pdf

Request for Proposal # 26-0126

Bid Document for

ARBITRAGE REBATE SERVICES

OPENING DATE:

January 26, 2026

TIME:

10:00 AM LOCAL TIME

Purchasing Department

John Allen, Procurement Manager

Date of Issue: November 24, 2025

TABLE OF CONTENTS

Invitation to Bid ................................................................................... Error! Bookmark not defined.

Check List for Invitation to Bid (ITB):

Instructions

Proposal Evaluation

Equal Opportunity Employment Reporting Requirement

Code of Conduct

Buy American Policy

Reciprocal Resident Bidder Preference

Terms and Conditions

Scope of Work

Louisville Green Management System

Resident Bidder Affidavit Form

Contractor Questionaire

Appendix A

Appendix B

Appendix C

REQUEST FOR PROPOSAL

Proposals will be received by the Louisville and Jefferson County Metropolitan Sewer District until 10:00 AM, local time, January 26, 2026 There will not be a public bid opening for this project. As read summary will be posted on Bonfire portal. MSD is using a web-based portal for accepting and evaluating bid proposals digitally https://louisvillemsd.bonfirehub.com/portal for this Request for Proposal. Documents may be uploaded at any time during the open period indicated for each proposal.

ARBITRAGE REBATE SERVICES

There will be a Non-Mandatory pre-bid meeting held on 12/9/2025, at 1:00 P.M.. via Teleconference call in place of a public face-to-face meeting. To take part in this meeting, please utilize link below. Attendance is not required, but encouraged .

Pre Proposal meeting RFP 26-0126 Arbitrage Services | Meeting-Join | Microsoft Teams https://teams.microsoft.com/l/meetup-join/19%3ameeting_YjFmZjhiOGMtN2VhYy00MzI5LTljNmItMTQ3Y2JhYTdhNTMx%40thread.v2/0?c ontext=%7b%22Tid%22%3a%221d96fa6e-38c4-4eff-a0b0- 72c01218a89c%22%2c%22Oid%22%3a%22b2272715-a37e-4bb7-9ba8-dea2d3d9f38f%22%7d

Proposal forms, including Specifications and Instructions for Bidders, may be obtained from MSD’s designated web portal at https://louisvillemsd.bonfirehub.com/portal

Some content in this document was generated utilizing approved MSD Generative AI product(s).

LOUISVILLE & JEFFERSON COUNTY

METROPOLITAN SEWER DISTRICT

RENE' LINDSAY

CHIEF PROCUREMENT OFFICER

CHECK LIST FOR INVITATION TO BID (ITB):

Respondent shall digitally submit all required documents as listed below through the MSD web-based portal. Failure to upload and submit the Proposal by the date and time stipulated herein may result in disqualification of the Proposal.

o Proposal Page (signed & notarized) o Resident Bidder Affidavit (signed & notarized) o Contractor Information Form completed in its entirety to include:

o Company History o Kentucky Secretary of State Number(must be in good standing) o Certificate of Insurance (documentation from insurance provider showing ability to gain required coverage is acceptable prior to award) o Reference Sheet (if applicable)

If checked, the MSD Information Security Agreement (“ISA”) attached is incorporated into this

Agreement. If unchecked, the Parties may choose subsequently to execute the ISA, and in such event, the ISA shall be incorporated herein.

Failure to submit all required documents, entirely completed, signed and/or notarized, may result in your Proposal being deemed non-responsive and rejected, without any further evaluation.

**Documents requiring signature must be provided by respondent as an original within one (1) calendar day of opening date. Original must mirror electronic submission in all aspects or submittal will be considered non-responsive and disqualified from consideration. Failure to provide signed original documents within one (1) calendar day of bid opening date may result in disqualification of respondent. Documents submitted shall be mailed to MSD with the outside marked as follows:

ARBITRAGE REBATE SERVICES

BID FOR

LOUISVILLE AND JEFFERSON COUNTY

METROPOLITAN SEWER DISTRICT

ATTENTION: JOHN ALLEN

700 WEST LIBERTY STREET

LOUISVILLE, KY 40203-1911

INSTRUCTIONS

PROPOSAL DATE – Proposals will be received digitally through the MSD web-based portal until the day and hour stipulated in the Invitation to Bid, at which time all proposals will be publicly opened through the electronic system. Proposals received after the day and hour stipulated will be refused.

PROPOSAL SUBMITTAL – The respondent must submit its proposal in accordance with the following:

A. SPECIFICATIONS

Proposals submitted by Respondent shall be in strict compliance with the intent of the Specifications.

B. BID PACKAGE

Submission of bid to MSD web-based portal certifies that the Bid meets all of the requirements of the Contract Documents. Submit each Bid through MSD’s web-based portal digitally at https://Louisvillemsd.bonfirehub.com/portal. Documents may be uploaded at any time during the open period for the bid. No bids shall be accepted outside of the authorized designated MSD web-based portal. If you have any technical questions related to your bid submission, please contact Bonfire at Support@GoBonfire.com, or visit their help forum at https://bonfirehub.zendesk.com/hc.

Proposals for consideration are to be submitted digitally by the Respondent on the forms provided. All blank spaces contained on the Proposal page(s) and all required documents shall be completed in its entirety. Failure to do so shall result in rejection of the Proposal. No exceptions or added conditions will be allowed. Exceptions and/or added conditions will result in the rejection of the Bid.

C. ELECTRONIC BIDS

MSD is accepting bid submittals for this Invitation to Bid through the MSD’s web-based portal digitally at https://Louisvillemsd.bonfirehub.com/portal. Each Respondent will have to submit an electronic registration with Bonfire in order to submit your bid electronically.

D. PLACE/TIME

The bid must be submitted and accepted through the MSD web-based portal indicated above prior to the Bid Submittal Date and Time for this Bid. Respondent shall be responsible for allowing sufficient time to complete and finalize the bid submission before the Bid Submittal Date and Time deadline. MSD shall not assume responsibility for any late Bid for any reason.

EQUAL EMPLOYMENT OPPORTUNITY STATUS REPORT –Reference EEO Reporting Requirements appendix

CODE OF CONDUCT – All successful bidders supplying goods, services, equipment, etc., to MSD must avoid situations which could be considered either a conflict of interest or detrimental to the operation or reputation of MSD. Should MSD determine that a successful respondent has participated in improper activities (see code of conduct at https://louisvillemsd.org/procurement), disciplinary action may be taken.

MSD MANDATORY VACCINATION AND MEDICAL TESTING REQUIRMENT-

In the interest of providing and maintaining a safe and healthy workplace for its employees, the MSD Board on November 15, 2021, adopted a policy of mandatory vaccination or weekly testing that applies to any large infectious disease. This policy applies to MSD contractors, consultants, vendors, suppliers and their employees and includes subcontractors (hereinafter referred to as “Non-MSD Employees) providing services or performing working at any facility owned, leased or operated by MSD. A Copy of MSD’s Mandatory Vaccination and Medical Testing Policy and Procedures are located at www.louisvillemsd.org/vaccine.

Any Non-MSD Employee not in compliance with MSD’s Policy and Procedures will not be permitted to work at any MSD Facility. Any contractor, consultant supplier or vendor who fails to follow or comply with MSD’s Mandatory Vaccination and Testing Policy and Procedures may be assessed a penalty up to 5% of the value of the contract/agreement. MSD may consider mitigating circumstances to reduce the penalty.

As of the ITB/ RFP posting date, there is not an epidemic or pandemic that this policy applies to.

INFORMATION FORM, CATALOGUES, BROCHURES – Respondents submitting a proposal shall attach copies of catalogues, brochures, or other descriptive information indicating compliance with the specifications.

WITHDRAWAL OF PROPOSAL – No respondent will be permitted to withdraw his proposal after the day and hour set for the opening of proposals. A Respondent may withdraw his proposal at any time through the MSD designed web-based portal for the Bid, prior to the day and hour set for the opening of proposals.

REFUSAL OF BIDS – MSD reserves the right to refuse or reject Bids from or award any additional commodities or services to any respondent who is behind schedule on any work in progress, or who fails to deliver acceptable products until such work, or commodities are satisfactorily completed, or to accept bids from or award any work to any respondent who has shown repeated inability to deliver or complete acceptable product or work on schedule or in an acceptable manner.

MATERIALS, COMMODITIES AND SERVICES CONTRACTS – MSD shall identify and advertise its materials, commodities and services contracts. Eligible certified MBE and WBE businesses are encouraged to bid as an MSD prime.

The definition for materials, commodities and services is outlined below:

Materials, Commodities and Services – means all personal property and/or products including, but not limited to, goods, equipment, fuel, leases on real property, printing, and insurance and necessarily associated non-professional services.

MSD BID DISCOUNTS – APPLIES TO MSD PRIME CONTRACTS. In accordance with the MSD Supplier Diversity Program, MSD has adopted Bid Discounts on Materials, Commodities and Services prime contracts only, effective January 1, 2025. When materials, commodities and services contracts ESTIMATED AT $500,000 OR LESS ARE BID, A 10% BID DISCOUNT SHALL

BE ASSIGNED DURING THE PRICE EVALUATION ON BIDS SUBMITTED BY ELIGIBLE

MBES AND WBES THAT BID AS A PRIME CONTRACTOR. THE MAXIMUM DISCOUNT WILL

NOT EXCEED $50,000

As determined in the MSD Disparity Study (Study), the MBE and WBE groups eligible for the bid discount are listed below:

Industry: Eligible Groups:

Materials, Commodities and Services African Americans

Caucasian Females

TAXES – In accordance with KRS 76.210, MSD is exempt from paying Kentucky Sales or Use Tax.

Do not add Sales Tax to your total bid price as a separate line item.

If this Bid is for the purchase and installation of materials or equipment, and if you are a Contractor as defined by 103 KAR 26:070, Section 2, and are required to pay Sales Tax on materials or equipment purchased by you from your suppliers, then the Sales Tax you have paid should be included as a part of your Bid price.

If this Bid is for the direct sale of materials or equipment to MSD, and if you are a retailer or hold a valid Resale Certificate from the State of Kentucky, then the Bid price should not include any Sales Tax.

COOPERATIVE PURCHASING AGREEMENT – The following entities may also purchase from this Bid: Louisville/Jefferson County Metropolitan Government, Louisville Water Company, Louisville 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 may have adopted the Model Procurement Code or the Kentucky Bid Law. The respondent will be required to meet any prequalification requirements of each entity. The respondent is required to enter into a separate agreement with each entity for any purchases by the other entities from this proposal.

CONTRACT – MSD's purchase order, when dated and executed by its Procurement Manager, shall be construed as the entire contractual agreement between the parties and shall be deemed to include, by reference, the Invitation to Bid, instructions to bidders, proposal, Terms and Conditions, specifications, and any duly authorized addenda issued by MSD. The Terms and Conditions attached herein are the terms and conditions found at https://louisvillemsd.org/procurement..

ADDENDA – MSD reserves the right to change some aspect of the Proposal and may issue addenda, amendments, or answers to written inquiries. All such addenda, amendments, or answers will be posted and issued and shall constitute a part of this RFP. Firms are encouraged to view the listed website regularly for any issued addenda, as it is the responsibility of the firm to obtain the same and to acknowledge receipt of the same. Only questions answered by addenda will be binding.

DELIVERY TERMS – All bid prices shall be based on FOB DELIVERED, FREIGHT PREPAID, district-wide. Fuel surcharges are not allowed on this contract.

AWARD NOTIFICATION – Bid results are not provided in response to telephone inquiries.

Respondents are not to call the Purchasing Department for a tabulation of bids. Formal bid results will be posted to MSD’s website at (https://louisvillemsd.bonfirehub.com/portal) after MSD has taken official action. any bidder challenging the award of a bid shall do so in writing within three (3) days of the contract award by MSD’s Board or Executive Director.

PRE-AWARD CONTACT – Except as may otherwise be provided under special provisions, prospective bidders shall have contact with MSD only through MSD’s web-based portal.

FIRM PRICING – Except as otherwise instructed, bid prices shall remain firm for the duration of each contract term.

SPECIAL PROVISIONS

A. Bid Award - The Contract will be awarded on the basis of the highest evaluated points MSD reserves the right to award multiple contracts as determined by MSD to be in its best interest.

The bid award is subject to the approval of the Board of MSD. MSD reserves the right to reject any or all Bids or waive any informality in any Bid.

B. Pre-Bid Meeting & Site Visit - A non-mandatory pre-bid meeting will be held virtually on Click here to enter a date., at Choose an item. A.M. Attendance is not required, but recommended.

C. Submittal of Questions - If any person contemplating the submission of a Proposal for the work is in doubt of the true meaning of any part of the Document, a request for an interpretation shall be submitted through the MSD web-based portal for this bid no later than 10:00 A.M, local time on Monday, January 12, 2026. Questions received after that date will not be answered.

Questions will be answered only by Addenda through the web-based portal. The person making the request will be responsible for its prompt delivery.

D. Mandatory Vaccination and Medical Testing- The Contractor shall comply with MSD’s Mandatory Vaccination and Testing Policy and Procedures.

E. Qualification - MSD reserves the right to determine if any bidder is not qualified to manage this contract from information received from references, investigation into financial stability, prior work experience with MSD, equipment availability, Contractor Information Form and/or manpower resources, etc.

F. PAYMENT – Payment will be made within 30 days after receipt of each invoice, but only after receipt, inspection and final approval of the merchandise by MSD. Invoices should be emailed to ap2@louisvillemsd.org. Invoice inquiries should be sent to apingquiries@louisvillemsd.org.

G. Contract usage - There is no guarantee of work, services required on an as needed basis.

H. Contract Term - The term of the contract shall be for a period of one (1) year from the date of award and may be renewed by MSD for no more than four (4) successive twelve month periods as follows:

i. MSD has the right, in its sole discretion and for whatever reason, to renew the contract by giving notice in writing to the Contractor by U.S. Mail, electronic mail, or facsimile not less than sixty (60) days in advance of the end of the twelve-month contract period (“Notice of Renewal Letter”).

ii. Within fifteen (15) days of the date of the Notice of Renewal Letter by MSD, the Contractor must give notice to MSD, in writing by U.S. Mail, electronic mail, or facsimile to the MSD agent designated within this Contract to receive Notice, stating its acceptance to renew the Contract based upon the terms and conditions described herein. Renewal shall be only for a period of time not to exceed twelve months. The ability for the Parties to renew may only occur four (4) times after the initial twelve-month period of the contract, unless terminated by MSD sooner.

iii. If the Contractor gives notice of acceptance of renewal of the contract under the provisions of this section and in such notice demands additional compensation for services to be rendered, MSD and the Contractor may negotiate to adjust the contract price once per year to account for changes in labor and material costs, provided, however, the adjusted contract price shall not exceed the following sum: the contract sum payable during the twelve month term immediately prior to the renewal term multiplied by the percentage change found in the annualized measurement of the U.S. Consumer Price Index (CPI) or Producer Price Index (PPI) as calculated by the Bureau of Labor Statistics for the twelve month annual period immediately preceding the year in which the renewal is negotiated.

MSD has sole and exclusive authority to determine the price index to be used within the CPI or PPI and the calculation procedure, which necessarily includes choosing which of the categories and groupings of the indexes that are published monthly, will be used by MSD to calculate the price increase.

iv. If the Contractor fails to accept the renewal within fifteen (15) days of the date of the Notice of Renewal Letter as provided for in subsections (b) and (c) herein, MSD has the right, but not the obligation, to either renew this Contract for an additional twelve month term without any monetary adjustment to the base year contract sum or terminate this Contract and rebid said commodities, supplies and/or services that are the subject of this Contract.

BID EVALUATION

The highest total evaluated bid shall be determined using the point system outlined below. Any bidder failing to meet minimum requirements may be disqualified and no score will be assigned. Respondent receiving highest number of points shall be considered the successful bidder. MSD shall assign the points. MSD shall make the final decision concerning the amount of points assigned in each area

AWARD CRITERIA POINTS

Category

Criteria Max Points

1. Firm Information 10

2. Firm Experience 30

3. Personnel Qualifications 30

4. Price 25

5. References 5

Total Points Available 100

1. Firm Information:

Submit a cover letter that includes the following:

• Legal name of the firm, physical address, contact person’s name, phone number, and email address.

• A brief statement of interest and understanding of the scope of services.

• Number of years in business and details of any mergers or acquisitions within the past five years.

• A statement confirming that the proposal will remain valid for at least 120 days from the submission date.

• Disclosure of any intended subcontracting, including names of proposed subcontractors.

• A statement regarding any bankruptcy, reorganization, or receivership within the past five years.

• Original signature of a principal, partner, or officer authorized to legally bind the firm.

2. Firm Experience:

Provide a detailed description of the firm’s qualifications and experience relevant to the Scope of Services, including:

• Examples of similar reports generated by the office responsible for this engagement.

• Information or support required from MSD to fulfill the Scope of Services.

• Assurance of compliance with federal tax and applicable laws, including any legal opinions required for arbitrage calculations.

• Disclosure of any criminal, civil, or administrative proceedings involving securities law violations within the past five years.

• Confirmation that neither the firm nor assigned individuals are disbarred, suspended, or otherwise prohibited from professional practice by any government agency.

3. Personnel Qualifications:

Identify key personnel who will work directly with MSD staff. Include:

• A summary of their experience in arbitrage rebate services (including years of experience, certifications, and education).

• Office location and availability.

4. Price:

Pricing will be evaluated as follows:

• The proposal with the lowest total price will receive the full 25 points.

• Other proposals will receive proportionally fewer points, calculated by dividing the lowest price by the bidder’s price and multiplying by 25.

5. Past Performance / References

Provide at least three (3) references for similar services. Each reference must include:

Client name and address

Contact person’s name, phone number, and email

Type and size of contract

Dollar value of the contract

References must be verifiable and traceable.

EQUAL OPPORTUNITY EMPLOYMENT REPORTING REQUIREMENT

As a recipient of federal funds and in accordance with Title VI Civil Rights Act of 1964, as amended; The Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended; Section 503 of the Rehabilitation Act of 1973, as amended; and their implementing regulations, MSD is including in all of its purchasing documents, including, but not limited to, bid specifications, purchase orders, etc., the following provisions:

During the performance of this Contract, the CONTRACTOR agrees as follows:

1. The CONTRACTOR AND SUBCONTRACTOR shall abide by the requirements of 41 CFR §§ 60- 300.S(a) and 60-741.S(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability and require affirmative action by covered prime and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.

2. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, religion, sex, color, national origin, physical or mental disability, or because the employee or applicant is a special disabled veteran, veteran of the Vietnam era, recently separated veteran or other protected veteran. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, disability, veteran status or national origin. Such action shall include, but not be limited-to, the following:

employment, upgrading, demotion or transfer; recruitment or recruitment advertising; job assignment;

leave; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this non-discrimination clause, and to ensure that special disabled veterans are informed of the notices as required by the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended ("VEVRAA").

3. The CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, religion, sex, color, disability, veteran status or national origin.

4. The CONTRACTOR will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the CONTRACTORS' commitments under the nondiscrimination clauses and shall post copies of the notice in conspicuous places available to employees and applicants for employment. In addition, the CONTRACTOR will notify each labor organizations or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the CONTRACTOR is bound by the terms of the VEVRAA and Section 503 of the Rehabilitation Act of 1973, as amended, and is committed to take affirmative action to employ and advance in employment qualified special disabled veterans, veterans of the Vietnam era, recently separated veterans, other protected veterans, and qualified individuals with physical and mental disabilities.

5. The CONTRACTOR will comply with all provisions of VEVRAA, including all requirements set forth in the VEVRRA pertaining to the listing of employment openings existing at the time of and during this contract, all provisions of Section 503 of the Rehabilitation Act and Title VI Civil Rights Acts of 1964. The CONTRACTOR shall also comply with the EEO reporting requirements of Title VII, if applicable to

CONTRACTOR.

6. The CONTRACTOR will furnish all information and reports required by Title VI Civil Rights Act of 1964, the VEVRAA, and Section 503 of the Rehabilitation Act, and directives issued pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency, the Secretary of Labor or any other necessary federal agency for purposes of investigation to ascertain compliance with such rules, regulations and directives.

7. In the event of the CONTRACTORS’ noncompliance with the non-discrimination clauses of this Contract or with any of such rules, regulations or directives, this Contract may be cancelled, terminated or suspended in whole or in part and the CONTRACTOR may be declared ineligible for further government contracts and such other sanctions may be imposed and remedies invoked as otherwise provided by law.

8. The CONTRACTOR will include the provisions of Paragraphs 1 through 7 in every subcontract or purchase order unless exempted by any Acts, Regulations or directives, so that such provisions will be binding upon each subcontractor or vendor. The CONTRACTOR will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance provided, however, that in the event the CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the CONTRACTOR may request the United States to enter into such litigation to protect the interests of the United States.

CODE OF CONDUCT

The contractor, consultant or agent (hereinafter referred to as contractor) must avoid a situation which could be considered either a conflict of interest or detrimental to the operation or reputation of MSD. All contractors doing or seeking to do business with MSD should refrain from conduct which they know or reasonably should know is likely to create the perception that they are using or performing their contract with MSD in an improper manner. MSD may take disciplinary action, including termination of this Contract and/or disqualification of the party from further work with MSD, should MSD determine that the party has participated in such improper activities.

Improper activities include, but are not limited to, the following:

1. Performance

a. The making of false or misleading representations regarding any aspect of the performance of the contract.

b. An intentional breach of any contract term.

c. Intentional or grossly negligent use of inferior products.

d. Misuse of MSD information or access to MSD personnel or facilities

2. Non-Collusion and Independence of Bid

a. Contractors are to calculate price(s) contained in their bid or proposal, independently, without collusion, consultation, communication, or agreement with any other competing contractor for the purpose of restricting competition. Unless otherwise required by law, the price(s) which a contractor quotes in its bid or proposal shall not knowingly be disclosed by the contractor, directly or indirectly, to any other competing contractor prior to the closing date for bids or proposals. In addition, a contractor shall not make any attempt to induce any other individual or entity to submit or not to submit a bid or proposal.

3. Prohibition Regarding Gifts and Contributions

a. No contractor shall offer to any MSD employee or MSD Board Member (or his/her family member, business organization, nonprofit entity, or labor organization in which such MSD employee has a business or personal interest) any gift, favor, loan, political contribution, service, economic opportunity, promise of future employment, or other thing of value based upon an understanding, or other circumstances from which it could reasonable be inferred, that the gift, favor, loan, contribution, service, promise, or other think of value was given or offered for the following purposes. For the purpose of influencing such employee, directly or indirectly, in the discharge of his/her official duties or for the purpose of gaining access to the employee of the MSD Board.

b. No employee, however, shall be prohibited from giving or receiving an award publicly presented in recognition of public service; or commercially reasonable loans made in the ordinary course of the lender's business; reasonable hosting, including entertainment, meals or refreshments furnished in connection with public events, appearances, or ceremonies; unsolicited gifts of nominal value of up to $50, complimentary articles offered to the general public; or gifts or awards exceeding $50 given to an employee on behalf of MSD and in connection with or by reason of MSD's programs and/or services.

4. Prohibition on Use and Disclosure of Confidential Information

a. At no time shall any contractor who obtains confidential or proprietary MSD information in the course of doing or seeking to do business with MSD disclose any such information to any person not authorized by MSD to receive such information to use such information for any person gain except as necessary to fulfill its contractual o bligation with MSD.

5. Prohibition Regarding Participation in Project or Procurement Development

a. No contractor who participates in the development of a scope of work, contract, agreement, technical specifications, or design may participate as a bidder (as the prime or sub-contractor) on that particular procurement or perform any work in that particular procurement or any other procurement that would constitute a conflict of interest or would give that contractor an unfair advantage over other bidders on that procurement. This provision may be waived in writing by the MSD Executive Director upon a showing of good cause.

6. Duty to Disclose Conflicts of Interest

a. Each contractor, and each of their consultants and subcontractors, seeking to do business, or doing business, with the MSD has an obligation to promptly disclose in writing to MSD any of the following potential conflicts of interest which become known to the management of the contractor:

i. Any financial relationship between the contractor and a MSD Board Member or MSD employee.

ii. Any financial or close personal relationship between any officers, directors or key employees of the contractor and a MSD Board Member or MSD employee.

Link to full policy https://louisvillemsd.org/procurement

The contractor shall include this Code of Conduct in all subcontracts.

BUY AMERICAN POLICY

MSD shall give preference to "Domestic Materials and Supplies" in the evaluation of this Bid, in conformance with MSD's Procurement Regulations, Section 4.12 "Buy American," as adopted by MSD's Board May 18, 1981, which reads as follows:

1. MSD shall include as a part of any Invitation to Bid or Request for Proposal for Supplies or Equipment, provisions giving preference to domestic materials and supplies.

2. "Domestic materials and supplies" shall mean manufactured and unmanufactured materials and supplies that have been mined, processed, produced, manufactured, or assembled in the United States.

3. "Non-domestic materials and supplies" shall mean materials and supplies other than domestic materials and supplies.

4. Domestic materials and supplies may be used in preference to non-domestic materials and supplies when the delivered price of domestic materials and supplies is no more than six percent (6%) higher than the Bid or offered price of the non-domestic materials and supplies, including all costs of delivery.

5. The Executive Director may waive the Buy American provision based upon those factors he considers relevant, including the following conditions:

a. When the additional cost to MSD is unreasonable.

b. When the materials and supplies are not reasonably available from a domestic source in sufficient commercial quantities of satisfactory quality.

c. When the parts or auxiliary equipment to be purchased must be compatible with existing MSD-owned equipment or processes.

d. When the delivery time is of prime importance.

e. When the use of this provision is not in the best interest of MSD.

NOTE:

This policy is not intended to preclude bidders from bidding on foreign products. MSD welcomes any and all bids that comply with the attached Instructions for Bidders and Bid Specifications.

RECIPROCAL RESIDENT BIDDER PREFERENCE

MSD shall give preference to a resident bidder of the Commonwealth in the evaluation of this Bid, in conformance with MSD’s Procurement Regulations, Section 2A-13 as adopted by MSD’s Board February 22, 2021 which provides as follows:

1. MSD shall give a preference to a resident bidder of the Commonwealth as against a nonresident bidder registered in any state that gives or requires a preference to bidders from that state. The preference given shall be equal to the preference given or required by the state of the nonresident bidder. A resident bidder is any business entity that is authorized to transact business in the Commonwealth and has, for one year prior to and through the date of the advertisement, filed Kentucky corporate income taxes, made payments to the Kentucky unemployment insurance fund established in KRS 341.490 and maintained a Kentucky workers’ compensation policy in effect.

2. If a procurement determination results in a tie between a resident bidder and a nonresident bidder, preference shall be given to the resident bidder.

3. The preference for resident bidders shall not be given if the preference conflicts with federal law.

TERMS AND CONDITIONS

ACCEPTANCE - ENTIRE AGREEMENT – Your acceptance of this offer to purchase by acknowledgment, shipment, or service rendered, shall be unqualified, unconditional, and subject to and expressly limited to the Terms and Conditions stated herein. We shall not be bound by any additional provisions or by provisions at variance that may appear in any quotation, previous offer, acknowledgment, invoice or other communication from you to us unless such provision is expressly agreed to in writing and signed by an authorized buyer from MSD. Our acceptance of, or payment for, material shipped or services provided, shall constitute acceptance of same subject to the provisions hereof only, and shall not constitute acceptance of any counter Proposal submitted by you not otherwise accepted in writing and signed by an authorized Buyer from MSD. Upon acceptance, the Terms of this Agreement shall constitute the entire Agreement between us and may not be modified or rescinded except in writing and signed by an authorized Buyer from MSD.

Notwithstanding the foregoing, if a valid Master Agreement or Contract exists between us covering the Terms ordered hereby, the Terms and Conditions of such Master Agreement or Contract shall govern. Unless otherwise stated, there are no other additions to this Contract with the exception of those additions referenced in Paragraph 12 of the Instructions to Bid.

ASSIGNMENT – This Contract shall not be assigned, in whole or in part, without the prior written consent of MSD’s Legal Counsel, and shall be binding upon the successors and assigns of the parties hereto.

PREVAILING LAW – The construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the Laws of the Commonwealth of Kentucky with venue in the relevant court in Jefferson County.

COMPLIANCE WITH LAWS – The Seller warrants that, where applicable, the materials, services, and articles of this agreement shall be produced and performed in compliance with:

a. The Fair Labor Standards Act of 1938, as amended, and of the regulations and orders of the

U. S. Department of Labor as well as Kentucky wage and hour laws and regulations as set forth in Kentucky Revised Statute Chapter 337) and Kentucky Administrative Regulations Title 803.

b. Federal and State Occupational Safety and Health Law.

c. Kentucky workers compensation laws and regulations as set forth in Kentucky Revised Statute

Chapter 342.

d. All relevant Federal and State Affirmative Action statutes and regulations up to and including

Executive Order 12086, Executive Order 11246 and CFR, Title 41, 60-1, 60-2, 60-250, 60-741.

e. All Federal, State and Local environmental laws and regulations.

CODE OF CONDUCT – The Seller shall comply with all terms of the MSD code of conduct, copies of which are available in the Purchasing Department, 700 West Liberty Street, Louisville, Kentucky.

If a violation of the code of conduct is found to have occurred by the Seller and is deemed material by MSD, this Agreement may be terminated and the Seller may be disqualified from further work with MSD.

WARRANTY AS TO QUALITY – The Seller expressly warrants all items on this Agreement to be free from defects, whether patent or latent, of material and workmanship. All articles will be subject to MSD's inspection and rejection at the place of delivery, and no payment shall be due until MSD has inspected the goods or has had a reasonable opportunity to do so. Neither risk of loss nor title shall pass from the Seller to MSD until inspection is made as specified in this paragraph. The Seller further expressly warrants all items and services covered by this Contract will conform to drawings, specifications or samples; will be merchantable within the meaning of KRS 355.2-314 in effect in the Commonwealth of Kentucky on the date of execution of this Agreement; and will be fit and sufficient for the use intended. Where any tender or delivery of the goods is rejected because of nonconformity and the time for performance has expired, no replacement of defective goods shall be made without a formal replacement order signed by MSD. The Seller further warrants that the seller has title to the goods supplied in that the goods are free and clear of all liens, encumbrances, and security interests.

WARRANTY AS TO PATENTS – The Seller herein guarantees that the sale or use of its products will not infringe any United States or foreign patents; covenants that it will, at its own expense, defend every suit or action which shall be brought against the Purchaser (Metropolitan Sewer District of Louisville, Kentucky) or those settling or using any product of the Purchaser for any alleged infringement or claim or infringement of any such patent by reason of the sale or use of said Seller's product; and agrees that it will pay all costs, damages, expenses, counsel fees, and such other charges as may be sustained by purchaser as a result of any such infringement. Articles manufactured in accordance with Purchaser's design are not considered as the Seller's products under this condition.

VARIATION IN QUANTITY – No variation in the quantity of any item or service called for by this agreement will be accepted unless such variance has been approved by written Change Order to the Purchase Order. Any unauthorized over-shipment may be returned to the Seller at the Seller's expense.

TERMINATION OF CONTRACT

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

TERMINATION WITH CAUSE – MSD reserves the right to terminate this Contract partially or entirely, in the event materials or work specified fail to conform to the requirements of this Bid and any Contract awarded as a result of this Bid.

TERMINATION FOR CONVENIENCE – MSD reserves the right to terminate this Contract partially or entirely, without cause, and to make changes to the specifications or requirements. Upon MSD request, the Contractor shall immediately suspend work. Any losses or damages resulting from such cancellations, or suspensions, shall be equitably adjusted between MSD and the Contractor and this Contract modified accordingly.

USE OF INFORMATION – As a condition of this Agreement, and in consideration for the price included herein, the Seller agrees to protect and return, upon MSD's request, all tools, drawings and other design or manufacturing information furnished to it by MSD and will not disclose such information to others or use such information for any purposes whatsoever other than for the fulfillment of this and subsequent Agreements from MSD. Unless otherwise agreed in writing, all patterns, molds, tools or dyes ordered are our property and are to be maintained by the Seller in good working order, and are to be used only in our products, and are to be delivered to us in good working condition upon demand and completion of any orders requiring the use of these tools. MSD agrees not to copy or disclose to others any proprietary information provided by the Seller.

INSURANCE – If this agreement covers the performance of labor or services anywhere on MSD property, the Seller shall procure and maintain, and shall require each of his Subcontractors to procure and maintain until the completion of the work under this Agreement, insurance of the types and in the amounts specified below unless agreed to by MSD to require more or less coverage, depending on the scope of work to be performed. It shall also be the responsibility of the Seller to ensure his Subcontractor's compliance with all of the insurance requirements contained herein.

The types and amounts of insurance required are as follows (unless otherwise approved by MSD):

i. Workers' Compensation coverage in accordance with the Commonwealth of Kentucky

Statutes governing such insurance. Employer's Liability in a minimum amount of $100,000 for each accident, $100,000 disease-each employee and $500,000 Disease-Policy Limit.

ii. General Liability should include Contractual Liability and Completed Operations coverage, $1,000,000 for each occurrence and $2,000,000 for General Aggregate. Additionally, for property damage, the limit of $1,000,000 per occurrence will apply. If your product or service is designed, intended and used underground in MSD’s sewer system, you shall remove the Explosion, Collapse and Underground (XCU) General Liability exclusion and provide the Broad Form property damage coverage endorsement.

iii. Automobile Liability should have limits of not less than $1,000,000 Combined Single Limit or Bodily Injury of $1,000,000 per person, $2,000,000 per accident and $1,000,000 property damage covering any motor vehicle owned, hired, or non-owned by the Seller.

iv. Excess Liability or Umbrella insurance providing additional protection with the limit of $2,000,000 for each occurrence and General Aggregate of $2,000,000.

All policies shall provide that MSD will be notified of cancellation, except for cancellation for non-payment of premium, or restrictive amendments at least thirty (30) days prior to the effective date of such cancellation or amendment. Ten (10) days prior notice of cancellation for non-payment of premium will be required. Certificates of Insurance stating the limits of liability and expiration date shall be filed in triplicate with MSD before operations are begun. Such certificates shall name the types of policies provided.

You must include the following as Additional Insured and typed on each Certificate of Insurance:

Louisville and Jefferson County Metropolitan Sewer District 700 West Liberty Street

Louisville, KY 40203-1911

14. INDEMNIFICATION

The Seller agrees to indemnify and hold harmless MSD, its officers, directors, and employees from any claims, losses, damages, expenses, or liabilities of any kind or nature whatsoever, arising or alleged to have arisen in part, out of or in consequence of the work performed under this Agreement, which they may incur or sustain by reason of an act or omission of the Seller or any employee of the Seller and any injury suffered by an employee of the Seller, including, but not limited to, personal injury (including death resulting therefrom), property damage, libel and slander, embezzlement, larceny, and dishonesty, except from and against all losses, damages, expense, etc., as set forth hereinabove, arising out of the negligence of MSD, its officers, directors and employees. The Seller will bear any expense of defending any action which may be brought against MSD, its officers, directors, and employees, alone or along with the Seller or others, and upon request of MSD shall assume the defense of such action or any proceeding and will pay any judgment or claim established against or cost or expense incurred by MSD, its officers, Directors, and employees arising from any causes hereinabove set forth.

SAFETY – The Seller agrees that, while on MSD work sites, all supervisors and workers utilized in the fulfillment of the terms of this Agreement will comply with all applicable MSD Health and Safety rules and regulations, copies of which are available in the Safety and Security Department, at 700 West Liberty Street, Louisville, Kentucky 40203. This includes the use of appropriate personal protective equipment, strict observance of applicable industry health and safety practices, and the use of safe work permits, where required, shall be the responsibility of the awarded Contractor. The Seller also agrees to observe all applicable regulations as prescribed by the Kentucky Labor Cabinet Division of Occupational Safety and Health (KYOSH) while performing work under this Agreement. The winning Contractor, their Staff, and Subcontractors working on the Contract will be required to attend a one-hour safety briefing with MSD’s Safety and Security Department prior to commencing any work.

NOTE: The Seller certifies that any equipment with required safety features sold under this Agreement and with proper customer use, meets current KYOSH requirements.

MSD AUDIT PROVISIONS – The Contractor records pertaining to services performed shall be available to MSD or MSD’s authorized representative upon request. The Contractor records subject to audit shall include but not be limited to records which may have a bearing on matters of interest to MSD in connection with the Contractor’s work for MSD and shall be open to inspection and subject to audit and/or reproduction by MSD’s agent or its authorized representative to the extent necessary to adequately permit evaluation and verification of (a) the Contractor’s compliance with contract requirements, (b) compliance with MSD’s business ethics policies, (c) compliance with provisions for computing time and materials invoices, and (d) any and all other matters of concern to MSD. MSD or its designee shall be entitled to audit all of the Contractor’s records and shall be allowed to interview any of the Contractor’s employees, pursuant to the provisions of this article throughout the term of this contract and for a period of 5 (five) years after final payment. Such audits may require inspections and photocopying of selected documents from time to time at reasonable times and places. The Contractor acknowledges that MSD has the right to review or audit any calculation and its documentation utilized to determine MSD invoices for time and materials. The Contractor further acknowledges that MSD, based upon results from an audit or review, has the right to make adjustments, both up or down, in the charges, on a retroactive basis, if it is discovered that cost information or the classification of cost information are either inaccurate, not current or incomplete or if such information is not prepared in accordance with MSD policy.

RETENTION OF RECORDS – The Contractor and any Subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred under this Contract and shall make such materials available for inspection by MSD at reasonable times during the period of this contract and for a period of 5 (five) years after the date of final payment to the Contractor.

Copies of such data shall be furnished to MSD upon request. The Contractor is entitled to reasonable reimbursement for the cost of furnishing such copies.

CONTRACTOR EQUIPMENT ON MSD PROPERTY – Absent negligence on behalf of MSD, the Contractor agrees to indemnify and hold harmless MSD, its officers, directors, and employees from any claims, losses, damages, expenses, or liabilities of any kind or nature whatsoever, arising or alleged to have arisen in part, out of or in consequence of the work performed under this Agreement, which the Contractors vehicles or equipment may incur or sustain by reason of an act or omission of the Contractor or any employee of the Contractor, including, but not limited to, property damage, larceny and dishonesty, except from and against all losses, damages, expense, etc., as set forth hereinabove.

The Contractor shall bear any expense of defending any action which may be brought against MSD, its officers, directors, and employees, alone or along with the Contractor or others, and upon request of MSD shall assume the defense of such action or any proceeding, and shall pay any judgment or claim established against or cost or expense incurred by MSD, its officers, directors and employees arising from any causes hereinabove set forth.

In compliance with MSD’s Storm Water Pollution Prevention Program (SWPPP) and Nine Minimum Control (NMC) program, the Contractor hereby agrees to provide proper maintenance of any vehicles or equipment, and control of any liquids or solids associated with vehicles or equipment which may or may not contain hazardous material, to prevent their entry into any…