4-RFP 25-01 Print Mail Statements Final (002).pdf

Version 3/28/2022 Ebid

REQUEST FOR PROPOSAL (RFP)

RFP 25-01 / PRINT & MAIL STATEMENT

LOUISVILLE WATER COMPANY

LOUISVILLE, KENTUCKY

RFP Submittal Due Date: Wednesday, September 3, 2025

Renee Fromme, Senior Buyer rfromme@louisvillewater.com

(502) 272-4638 mailto:rfromme@louisvillewater.com

RFP# 25-01 / Print & Mail Statement Version 3/28/2022 Ebid

This Page Left Blank Intentionally

TABLE OF CONTENTS

REQUEST FOR PROPOSAL (RFP)

CHECKLIST

INSTRUCTIONS TO PROPOSERS

COMPANY TERMS AND CONDITIONS

INTRODUCTION & BACKGROUND

SCOPE OF WORK: RFP 25-01

EVALUATION PROCESS

CONTRACTOR EXCEPTION FORM

TIME LINE

EXHIBITS

Exhibit 1 – Bill Image Samples

APPENDIX

Appendix A – Minimum Requirements Response Spreadsheet Appendix B - Technical Proposal Response Spreadsheet Appendix C – References Form Appendix D – Cost Proposal

RFP Number/Title: RFP# 25-01 / Print & Mail Statement

RFP Submittal Due Date: Wednesday, September 3, 2025

Brief Scope: Louisville Water Company is requesting proposals for

Print & Mail Statement for a one (1) year contract renewable annually up to four (4) one (1) year terms utilizing the CPI.

Questions or inquiries relating to this RFP must be submitted through the Louisville Water Company web-based portal for this RFP by the date and time indicated on the web portal for this RFP.

Sealed Proposals for the material or service specified above shall be accepted by Louisville Water Company until 11:00 a.m. Eastern Time on the RFP Submittal Due Date cited above. Louisville Water Company is using a web-based portal for accepting and evaluating bid proposals digitally https://louisvillewater.bonfirehub.com/portal for this Request for Proposal (RFP). Documents may be uploaded at any time during the open period indicated for each RFP. Specifications are on file and may be obtained from the Louisville Water Company designated web portal at https://louisvillewater.bonfirehub.com/portalhttps://louisvillewatr.bonfirehub.com/portal.

Proposals may not be submitted by other means.

Minority/Women Business Enterprises will be afforded full opportunity to submit Bids, and no Bidder will be discriminated against on the grounds of race, color, religion, sex, sexual orientation, gender identity, national origin, age (over 40), protected veteran status, physical or mental disability which, with or without reasonable accommodation, does not prevent the performance of essential job functions.

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. 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, not submitted through the designated web portal for this bid or received from Proposers or sub-Proposers not prequalified with the Company if prequalification is required.

https://louisvillewater.bonfirehub.com/portal https://louisvillewatr.bonfirehub.com/portal

Company Small Business Equity (SBE) Program Preference and Local Preference Program applies to this bid and resultant bid award. SBE Program Preference shall apply first.

The Company follows the Kentucky Bid Law and has not adopted the Kentucky Model Procurement Code. The following entities may also purchase from this Bid:

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 agreement with each entity for any purchases by the other entities from this Bid.

Renee Fromme, Senior Buyer Procurement Services

CHECKLIST

Failure to upload and submit through the Company web-based portal all of the following to the Company by 11:00 a.m. EST/EDT on the RFP Submittal Due Date may result in disqualification of RFP:

1. Minimum Requirements Response (including Appendix A)

2. Technical Proposal Response (including Appendix B)

3. Contractor Exception Form

4. Proposal Form – Signed

5. References Form (Appendix C)

6. Cost Proposal Form (Appendix D)

7. Any other submittals as required herein.

Failure to adhere to all these requirements may result in disqualification.

INSTRUCTIONS TO PROPOSERS

1. CONTACT

For any questions or clarifications relating to the RFP, the Proposer should submit the questions through the designated portal for this RFP by the deadline indicated for questions.

2. ADDENDA

The Company reserves the right to issue written addenda for the purpose of modifying the RFP and subsequent Contract at any time prior to 11:00 a.m.

EST/EDT on the RFP Submittal Due 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 Submittal Due Date, Proposers will be provided a copy of the addenda prior to the Proposal Submittal Due Date and may withdraw and resubmit the Proposal as long as the revised Proposal is received prior to the Proposal Submittal Due Date and time.

The Company may at its sole discretion issue Post Addenda to responsive Proposers at any time prior to Contract Award. Post Addenda may be used for clarifications or to document negotiations to the subsequent Contract.

3. SMALL BUSINESS EQUITY PROGRAM & LOCAL PREFERENCE

The Company gives Bids/Proposals submitted by Louisville Water Small Business Equity (SBE) Program Participants a SBE Preference and other local Contractors, Vendors, Suppliers (Bidders/Proposers) a Local Preference.

SBE Program preference shall be applied before the Local Preference Program.

Eligible SBE Bidders shall only receive one preference per bid.

Qualifications as a SBE Bidder/Proposer:

a. Bidder/Proposer shall be an active Louisville Water Small Business Equity Program Participant.

b. Bidder/Proposer shall claim the preference on the Proposal Form submitted for this Bid/RFP.

If the Company determines your business is eligible for the SBE preference, based on the qualifications above, 5% of the overall total points shall be added to your final evaluated total points if your Proposal is considered for the final evaluation round.

If no responsive SBE participant is determined to be the lowest responsive bid/proposal, Louisville Water shall apply Local Preference to eligible bids/proposals that did not receive the SBE preference.

Qualifications as a local Bidder/Proposer:

a. Bidder/Proposer shall have a physical business location in Jefferson, Oldham, Bullitt, Spencer, Shelby, Henry, Trimble, Nelson, Hardin, or Meade counties in Kentucky or Clark, Floyd, Harrison, Scott, or Washington counties in Indiana.

b. Bidder/Proposer shall claim the preference on the Proposal Form submitted for this Bid/RFP.

If the Company determines your business is eligible for the local preference, based on the qualifications above, 5% of the overall total points shall be added to your final evaluated total points if your Proposal is considered for the final evaluation round.

If Company determination of SBE or local preference for the purposes of this Bid/Proposal is found to be based on false information, the Bid/Proposal and any resultant Contract shall be void. Bidder/Proposer may be suspended from bidding/proposing at the sole discretion of the Company. The Bidder/Proposer may be subject to legal remedies provided by law.

4. SUBMISSION OF PROPOSALS

The Proposer must submit its Proposal in accordance with the following:

A. PROPOSAL PACKAGE

The signature on the Proposal certifies that the Proposal meets all of the requirements of the Contract Documents. Submit each Proposal through Louisville Water Company’s web-based portal digitally at https://louisvillewater.bonfirehub.com/portal. Documents may be uploaded at any time during the open period for the Proposal. No Proposals shall be accepted outside of the authorized designated Louisville Water Company web-based portal.

If you have any technical questions related to your Proposal submission, please contact Bonfire at Support@GoBonfire.com, or visit their help forum at https://bonfirehub.zendesk.com/hc.

Failure to use the Company’s actual Proposal forms may subject the Proposal to disqualification. Further, if any word or symbol is altered, added, or omitted, the Proposal may be disqualified.

B. ELECTRONIC BIDS/PROPOSALS

The Company is accepting bids/proposals submittals for this RFP through Louisville Water Company’s web-based portal digitally at https://louisvillewater.bonfirehub.com/portal. This may require electronic bidder registration. The Company will comply with all provisions of applicable Kentucky Revised Statutes including KRS 424.260 and all Company procurement policies and procedures.

mailto:Support@GoBonfire.com https://bonfirehub.zendesk.com/hc

C. PLACE/TIME

The bid/proposal must be submitted and accepted through the Louisville Water Company web-based portal indicated above prior to the Proposal Submittal Due Date and Time for this RFP. Proposers shall be responsible for allowing sufficient time to complete and finalize your bid submission before the RFP Submittal Date and Time deadline. The Company shall not assume responsibility for any late Proposal for any reason.

1. MULTIPLE/ALTERNATE PROPOSALS/BIDS OR PROPOSALS/BIDS CONDITIONED UPON

ADDITIONAL TERMS

The Company will not consider multiple or alternate proposals/bids unless expressly called for in the Specifications. Submission by a Proposer of additional terms, conditions and/or agreements with its Proposal/Bid may result in disqualification of its Proposal/Bid from consideration.

2. 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.

3. PROPOSER RESPONSIBILITY

Company will not be responsible for errors or omissions on the part of Proposers in preparation of their Proposals. Company shall not provide any reimbursement for the cost of developing or presenting proposals or assignment Proposals in response to this RFP. Failure to include all requested information may disqualify your Proposal for not being responsive to the RFP. All Proposals must be signed, and any Proposal received unsigned may be disqualified for being non-responsive to the RFP.

4. NO PROPOSAL

When a Proposal is not submitted the Company requests that the Proposer notify the Company with reasons a Proposal is not submitted.

5. WITHDRAWING PROPOSALS

Proposals may be withdrawn at any time by an authorized representative of the Proposer through the Louisville Water Company designated web-based portal for the RFP, before 11:00 a.m. EST/EDT on the RFP Submittal Due Date, but may not be withdrawn after the RFP Submittal Due Date and Time has passed.

6. BID PRICE IS INCLUSIVE

The amount stated in the Proposal shall be all inclusive, and therefore shall constitute the total compensations for the goods, materials and/or services to be performed, including taxes (see Item L) and, unless otherwise specified, materials and equipment to be installed and utilities and transportation.

7. 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.

8. 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.

9. TAXES

The Bid shall include all applicable governmental fees and taxes, including, but not limited to, Kentucky sales and usage tax. 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 Bidder(s) upon request.

10. CHANGE OF OWNERSHIP

In the event that a Proposer’s ownership changes between the time of submission of Bids 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.

11. 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 Submittal Due Date. Should any Proposer desire to file a protest of an Award, it must be in writing and received at the office of the Buyer within ten (10) working days after the Company issues Notice of Award. The Company will not consider any protest received after the ten

(10) day period and will return the protest to the Proposer. A protest shall include:

1. The name, address, telephone number and email address of the protestor.

2. The signature of the protestor or its representative.

3. Bid/proposal number and bid/proposal name.

4. A detailed statement of the grounds for protest including copies of relevant documents.

5. The form of relief requested.

The Company will respond to all Protests not later than ten (10) working days after receipt of the Protest.

12. REQUIRED PROPOSAL SUBMITTALS

All of the Submittals shall be completed, uploaded and submitted through the designated electronic web portal for this RFP.

1. SIGNED PROPOSAL FORM

A. The Proposer shall complete, sign and submit the Proposal Form supplied by the Company for the RFP through the designated electronic web portal for this RFP.

2. TECHNICAL PROPOSAL

A. Proposer’s technical submittal shall be responsive to all technical information required herein. Only one price 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 and or services requested based upon 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 Company 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.

3. COST PROPOSAL (BID TABLE)

A. Proposer shall complete and submit a Cost Proposal (Bid Table) provided for this RFP. All blank spaces contained in the Cost Proposal (Bid Table) form shall be filled with an entry having clear, legible figures. The 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 on a particular line item, Proposer should clearly state “No Bid” for that line item.

B. In the event the Cost Proposal (Bid Table) 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.

4. EXECUTION OF DOCUMENTS

1. Within 10 days of the Company’s request, the Contractor shall return all of the Documents required under the Contract properly executed by the Contractor.

2. If the Company fails to execute the Documents within the time limit specified in the Proposal Documents, the Contractor will have the right to withdraw the Proposal without penalty. In such event the Company will have no liability to the Contractor under these Contract Documents or otherwise.

3. Should either party require an extension of any of the time limits stated above, this shall be done only by written mutual agreement between both parties.

GOODS AND SERVICES

COMPANY TERMS AND CONDITIONS

By executing the Bidder’s Proposal, the Company and the Contractor agree to be bound by the following Terms and Conditions throughout the term and any renewal of the Contract:

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 that clarify, correct, or change the Bidding 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. Bid/Proposal - A Contractor's offer to supply goods and/or services to the

Company pursuant to the Invitation to Bid and the Terms and Conditions of the Contract, submitted using the Bidder's Proposal form included in the Invitation to Bid.

6. Bid/Proposal Closing Date – The same as the Bid Submittal Due Date, see definition below.

7. Bid/Proposal Documents - All written documentation given to Bidders prior to the Bid Submittal Due Date.

8. Bid/Proposal Submittal Due Date - The date on which the Company will open and read all Bids timely submitted by Bidders.

9. Bid Table – Bid pricing, Cost Proposal or other information required for the bid that shall be submitted electronically through the Company designated web portal.

10. Bidder/Proposer - The individual and/or legal entity submitting a Bid to supply goods and/or services to Company.

11. CMBE – Certified Minority Business Enterprise; a business that is certified as an entity that is at least 51% minority owned and operated.

12. CWBE – Certified Woman Business Enterprise; a business that is certified as an entity that is at least 51% woman owned and operated.

13. Company - Louisville Water Company, also referred to as the Company or

COMPANY.

14. Consultant – The individual, partnership, firm, corporation, or any Louisville Water Company-approved combination or joint venture thereof contracting with the Louisville Water Company for specified engineering service work.

15. Contract - The entire, written agreement between the Company and the

Contractor. May also be referred to or known as the Master Agreement.

16. Contract Change – A document signed by the Contractor and LOUISVILLE WATER COMPANY 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.

17. Contract Documents –All documents that comprise the Contract, as set forth in

Section 2.02 (a) of the Terms and Conditions.

18. Contractor – The individual, partnership, corporation or other legal entity awarded the Contract as a result of the competitive bid process.

19. 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.

20. 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.

21. Cost Proposal – See Bid Table.

22. Defective - Unsatisfactory, faulty, or deficient in that it does not conform to the requirements of the Contract Documents.

23. Day-A calendar day consisting of 24 hours, beginning at midnight.

24. EST / EDT – Company local time is Eastern Standard Time (EST) or Eastern

Daylight Time (EDT).

25. Louisville Water Company, 550 South Third Street, Louisville, Kentucky 40202.

Also referred to as “the Company”.

26. 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

27. Master Agreement Time – The period of time that the Master Agreement is effective.

28. May - Indicates something that is not mandatory.

29. Minimum Requirements – Lowest acceptable criteria that must be met in order to provide services under this Contract.

30. Notice of Award - Written notice given by the Company to the Contractor to begin the Contract and be prepared to provide Goods/Services upon receipt of a Purchase Order or other notice. The Notice of Award may be, but does not have to be, a Purchase Order issued by the Company.

31. Notice to Proceed – Written authorization from the Company to the Contractor to proceed with specified services.

32. Owner - Louisville Water Company and the Board of Water Works of the

Louisville/Jefferson County Metropolitan Government.

33. Post Addenda – Written or graphic documentation issued after unsealing (submittal) of Bids/Proposals that clarify, correct, request additional information or documentation of negotiations for the final contract.

34. Request for Proposal (RFP) – A solicitation of a formal sealed technical and cost proposal for specific goods and/or services.

35. Shall/Must - Indicates a mandatory requirement.

36. Specifications - Written contract requirements for services or requirements for materials, equipment, goods and the performance of any services related to the materials, equipment or goods.

37. Subcontractor or Subsupplier or Sub-consultant - A person or entity that has a contract with the Contractor to provide a portion of the goods or services required of the Contractor by its Contract with the Company.

1.02 EXECUTION OF DOCUMENTS

A. Within 10 days of the Company’s request, the Contractor shall return all of the Documents required under the Contract properly executed by the Contractor.

B. If the Company fails to execute the Documents within the time limit specified in the Bid/RFP Documents, the Contractor will have the right to withdraw the Bid/Proposal without penalty. In such an event the Company will have no liability to the Contractor under these Contract Documents or otherwise.

C. 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.

1.03 RELATIONSHIP OF THE PARTIES

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

SECTION 2: THE CONTRACT

2.01 CORRELATION AND INTENT

A. The intent of the Contract Documents is to include all items necessary for the provision of Goods and/or Services by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. Performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.

B. In the event that the Contractor discovers an inconsistency within or between the Contract Documents, or between the Contract Documents and the applicable standards, codes, and regulations, and the Contractor fails to notify the Buyer of the inconsistency, then the Contractor shall provide the better quality or greater quantity of work or shall comply with the more stringent requirements.

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 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. Company Request for Proposal

2. Instructions to Proposers

3. Contractor Completed Proposal Form

4. Contractors Minimum Requirements Response

5. Contractors Technical Proposal Response

6. Contractors Cost Proposal

7. Company Terms and Conditions

8. Company Specifications/Statement of Work

9. Addenda to Proposal (if applicable)

10. Contractor Exceptions Form (if applicable)

11. Contract Amendments (if applicable)

12. All documents required to be submitted by the Contractor under the terms of this contract, including but not limited to Contractor Insurance Certificates or Endorsements.

B. The Contract can only be amended or modified in writing signed by the

Contractor and the Company. Any discussions, negotiations, or representations made by any Company representative do not bind the Company unless committed to writing and signed by the Company and Contractor. The Company will not be bound by any standard contracts, purchase orders or other forms or documents submitted by the Contractor.

C. This Contract shall inure to the benefit of and shall be binding upon the parties, their respective assigns, and successors in interest.

2.03 EXECUTION

A. Execution of the Contract by the Contractor is its acknowledgment that it is familiar with and agrees to comply with the following:

1. The provisions of all applicable federal, state, and local laws, statutes, ordinances, orders, rules and regulations.

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 CONTRACTTERM

A. The Implementation work shall start immediately upon Acceptance Date indicated on the Proposal Form, however, the services once implementation is complete shall be the following: Initial term of the Master Agreement (Contract) shall be for a period of Three (3) year from October 1, 2025, through September 30, 2028, and shall not be extended, cancelled or terminated except as provided herein. The Company may request additional Work utilizing the unit prices and negotiations by written mutual agreement of the parties.

B. The Contract shall be renewable for up to five(5) additional one-year terms at the sole discretion of the COMPANY. Annual renewals will utilize the Consumer Price Index as a cost adjustment factor. Pricing submitted in the proposal shall be firm for the initial term of 3 years. After the initial term, pricing may be adjusted annually up to, but not exceeding, changes in the Consumer Price index. The Consumer Price Index shall mean the Consumer Price Index, All Urban Consumers (CPI-U). published by the United States Bureau of Labor Statistics for “All Cities”. Utilizing 1982-84 – 100 as a reference base. For each price adjustment the adjusted amount shall bear the same ratio to the CPI-U for July of that year as the previous amount bears to the CPI-U for July of the previous year.

C. The Contractor shall provide goods, materials and/or services under this

Contract only after receiving the Company’s Notice of Award or Purchase Order from an authorized Company representative. The Contractor shall provide goods, materials and/or services under this Contract to the full and complete satisfaction of the Company.

D. The Contract may be extended at the same terms and conditions by written mutual agreement of the parties for a time determined by the Company and the Contractor.

2.05 CANCELLATION OR AMENDMENT OF CONTRACT

A. This Company reserves the right to cancel this Contract partially or entirely, in the event materials or work specified fail to conform to the requirements of this Contract.

B. After the initial term, this Contract may be terminated by either party upon at least one hundred twenty (120) day notice given prior to the end of the then-current renewal contract year. The notice must be in writing and sent to the Buyer as referenced in the contract.

C. Either the Company or the Contractor may cancel this Contract with just cause, including and limited to breach of a material contractual obligation and a condition completely beyond the control of the party requesting cancellation, so long as the party requesting cancellation provides written notice of the deficiency and the non-requesting party is permitted thirty (30) days to correct the deficiency. The party requesting the cancellation of the Contract must make a good faith effort to reasonably consider all efforts of the other party to correct the deficiency. The party notified of its deficiency shall make a good faith effort to correct the deficiency. If the deficiency is not corrected to the satisfaction of the party requesting cancellation, the Contract may be cancelled effective after providing one hundred twenty (120) days written notice to the other party. If due to an emergency or other compelling circumstances, correction cannot occur or due to the timing and business needs of the Company the proposed correction will not adequately remedy the deficiency, this Contract may be terminated after one hundred twenty (120) days upon written notice to the other party. Upon termination of the contract, the Company will pay within thirty (30) days for all goods, materials and/or services provided up to the termination date but shall have no obligations under the Contract thereafter.

D. Contractor may be suspended and removed from the Company’s list of authorized bidders for failing to perform the terms of the Contract. Suspensions will occur for reasons including, but not limited to, rescinding an accepted bid, canceling a Contract, poor quality of work and non-performance. The length of the suspension will be determined by the Bids and Awards Committee and a notice will be sent to the Contractor citing the reason for the suspension.

2.06 NON-EXCLUSIVE CONTRACTOR/VENDOR

From time to time, the Company may for any reason acquire services similar to the services provided under this Agreement from other Contractor’s through the Company’s established procurement process.

SECTION 3: INDEMNIFICATION

A. To the fullest extent allowed by law, the Contractor shall indemnify, defend and hold the Company, its Officers, Directors, shareholder(s), 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.

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. The 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 Master Agreement (Contract), Prices and Fees 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/Fees 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 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 (or funds withdrawn from the Operating Account) 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 (or be refunded) 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.

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 Company 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 an A- by The A.M. Best Company and insurers shall be authorized to do business in the Commonwealth of Kentucky. Insurance written by non-admitted carriers will also be considered acceptable, in accordance with Kentucky Insurance Law (KRS 304.10-040).

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 Company 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, bond and professional liability insurance shall remain in effect for two years following the date that the work is complete and accepted by Louisville Water Company.

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 Company certificates of insurance executed by a duly authorized representative of each insurer evidencing compliance with the insurance requirements of Louisville Water Company

B. Certificates shall have attached a copy of the endorsements adding Louisville Water Company, its Officers, Directors, shareholder(s), employees, and agents and the Board of Water Works, and its board members as additional insurers.

C. Failure of Louisville Water Company to demand certificates of insurance or other evidence of full compliance with these or other insurance requirements or failure of Louisville Water Company 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 coverage and limits specified herein are minimum requirements and Louisville Water Company 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 Company elsewhere under in contract or other documents. If the contractor, vendor, supplier or subcontractor maintains broader coverage and/or higher limits than the minimums shown below, Louisville Water Company requires and shall be entitled to the broader coverage and/or higher limits maintained by said parties. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Louisville Water Company etal whether through primary, excess or umbrella policies.

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 and $5 million aggregate unless otherwise stated in writing by Louisville Water Company.

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, 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. Louisville Water Company, its officers, directors, shareholders, employees and agents and the Board of Water Works and its board members shall be named as additional insurers under commercial general liability policies. That insurance shall apply as primary and non-contributory insurance with respect to any other insurance or self-insured retention maintained by Louisville Water Company and / or the Board of Water Works per form CG 20 01 or a form providing equivalent coverage.

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 Company and the Board of Water Works shall be named as additional insurers 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 Company and 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 / or 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 and coverage sufficient to meet all Kentucky statutory requirements or, if a qualified Kentucky self-insurer, shall present a copy of a current certification Form 16 from the Kentucky Department of Workers’ Compensation. Out-of-state employees performing any work in this state are required to have Kentucky coverage as required by Kentucky Department of Labor.

B. Contractors, vendors, suppliers and their sub-contractors shall maintain employers’ liability insurance limits of not less than $1 million each accident/$1 million each employee/$1 million policy limit. This limit may be provided by a combination of primary and excess or umbrella liability insurance.

8.07 ERRORS AND OMISSIONS PROFESSIONAL LIABILITY

A. Contractor, vendor or supplier shall maintain Errors and Omission Professional

Liability insurance. Minimum limits shall be $1 million per claim and in the aggregate. If insurance is on the claims-made basis, the proposer 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 CYBER LIABILITY

A. Cyber Liability Insurance, with limits not less than $5,000,000 per occurrence or claim, $5,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Contractor, vendor or supplier in this agreement and shall include, but not be limited to, claims involving invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

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 state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age (over forty), national origin, physical or mental disability which, with or without reasonable accommodation, does not prevent the performance of essential job functions.

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 action plan, then said affirmative action plan shall be made available to the Company for review at the Company’s request.

SECTION 11: 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.

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 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. All people either on the Site or who may be affected by the Work;

2. All the Work, materials, and equipment to be incorporated therein, whether in storage on or off the Site; and

3. 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.

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: GOVERNING LAW

http://www.louisvillewater.com/ http://bit.ly/13IUC6u

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 14: AUTHORITY TO DO BUSINESS

A. The Bidder/Contractor must be duly organized and authorized to do business under the laws of Kentucky. Bidder must be in good standing with all government agencies and have full legal capacity to provide the services specified under this Contract. The Bidder/Contractor must have all necessary right and lawful authority to enter into this Contract for the full term hereof and that proper corporate or other action has been duly taken authorizing the Bidder/Contractor to enter into this Contract. The Bidder/Contractor will provide Louisville Water with a copy of a corporate resolution authorizing this action and a letter from an attorney confirming that the Bidder/Contractor is authorized to do business in the State of Kentucky, if requested.

SECTION 15: RIGHT TO AUDIT

A. Louisville Water shall have the right to audit the Bidder/Contractor. Louisville Water may request and audit any supporting evidence necessary to substantiate charges…