notice to bidders

March 27, 2017

NOTICE TO BIDDERS

Sealed proposals will be received by the Board of Water and Light (BWL) up to 2:00 P.M., local time, Friday, April 21, 2017, for furnishing:

Enterprise Service Bus (ESB) Integration Services RFP

Proposals must be in full accordance with the enclosed Specification. Proposals may be submitted via hard copy or electronic format. If submitting hard copy proposals, please submit two (2) signed BWL Proposal Form(s) with attachments and supplemental information to the Board of Water and Light, Attn: Tony De Luca, Purchasing and Warehousing Department, 1232 Haco Drive, Lansing, Michigan 48912. Do not include copies of the other BWL RFP documents in your proposal package. The proposal package shall be marked on the outside of the cover with:

1) The Bidder’s name; 2) The title of the Specification; and 3) Attention: Tony De Luca, Board of Water and Light.

Additional documentation to submit with proposal package includes: 1) Certificate of Insurance. 2) Acknowledgement that awarded bidder will be required to provide performance and payment bonds.

An xecuted Confidentiality Agreement shall be provided to BWL in order to receive Appendices and Pricing Matrix required to submit a complete proposal package. Electronic copies shall be in a non-protected, Adobe pdf format and e-mailed to [email protected]. For ease of identification, enter “Enterprise Service Bus (ESB) Integration Services RFP” in the subject line of your e-mail proposal. You will receive an automatic reply to your submittal which confirms the BWL has received your emailed message. Any electronic or hard copy Proposals must be received by due date/time deadline. Proposals received after deadline will be rejected. The BWL reserves the right to reject any or all proposals, waive irregularities or technicalities in any proposal, and accept any proposal in whole or in part, which in the opinion of the BWL, is in its best interest. The BWL does not limit the methods or factors to be used for evaluation. Questions regarding this RFP will be accepted through Tuesday, April 4, 2017. Responses to these questions will be issued to all bidders via addenda to this RFP (reference Article 6 in the enclosed Instruction to Bidders). Direct all questions in writing concerning this Request for Proposal via email to Tony De Luca at [email protected].

Sincerely,

Tony De Luca, Buyer Purchasing & Warehousing Department (517) 702-6194 Phone (517) 702-6042 Fax [email protected]

mailto:[email protected]



Bidder Instructions 7/12/2016 Page 1 of 4

INSTRUCTIONS TO BIDDERS


1. THE REQUEST FOR PROPOSAL CONSISTS OF THE FOLLOWING:

(a) Notice to Bidders; (b) Instructions to Bidders; (c) Addenda, if issued; (d) Scope of Work / Specifications, including

(i) Appendices (must complete Confidentiality Agreement to receive these documents); (e) Proposal Form; (f) Master Service Agreement; (g) Sworn and Notarized Affidavit of Compliance - Iran Economic Sanctions Act; and (h) Terms and Conditions for Services.

2. PROPOSAL SECURITY

Not Applicable.

3. TERMS AND CONDITIONS

Do not submit BIDDER’s standard terms and conditions as a replacement to the BWL’s Standard Terms and Conditions. BIDDER shall submit their proposal based upon the BWL’s Standard Terms and Conditions as attached. BIDDER may request clarifications, tender exceptions consistent with Section 8 (or provide alternative language that corresponds to a tendered exception as provided in Section 8) to the BWL’s Standard Terms and Conditions. Exceptions to the BWL’s Standard Terms and Conditions must be noted on the Proposal Form in the space provided. Wholesale rejection of the BWL’s Standard Terms and Conditions, as well as replacing with BIDDER’S standard terms and conditions will not receive consideration and result in a rejection in BIDDER’S proposal in its entirety. Further, proposals which are submitted and contingent upon BIDDER’S standard terms and conditions will be rejected.

4. BIDDER’S RESPONSIBILITY

It shall be the BIDDER’S responsibility to be familiar with the Proposal Documents and with the BWL, scope of work, and conditions that are likely to be encountered. BIDDER shall visit the site and specific areas on the site wherein the Work will be performed.

Any failure by the successful BIDDER to familiarize itself with conditions likely to be encountered, to acquaint itself with the available information, or to attend any meeting of BIDDERS shall not relieve the BIDDER from responsibility for providing the specified equipment, materials, and service. A failure to comply with this requirement does not constitute grounds for extra compensation over the pricing stated in the BIDDER’S proposal.

BIDDER shall be prepared to make a presentation at the BWL’s request on its proposal and to answer questions.

5. AVAILABILITY OF LABOR AND MATERIALS

The BWL will not furnish any labor, facilities, services, utilities, materials, equipment or supplies unless specifically stated in the Proposal Documents.

BIDDER shall assess and determine the availability of necessary labor and the prevailing wages applicable to that workforce. In addition, BIDDER shall assess and determine the availability of materials and equipment necessary to fulfill the contract in a complete and timely manner. The BWL will not honor any claim for additional cost premised on the unavailability of materials or equipment, shortage of labor, or unexpected wage rates.

6. ADDENDA

The BWL will clarify any questions or correct the Request for Proposal by the issuance of an Addendum to all BIDDERS.

Each BIDDER shall acknowledge receipt of each Addendum by filling in the blank space provided on the Proposal Form.


7. DRAWINGS

To the extent applicable, the BWL will supply the BIDDER with one (1) electronic (if available) or hard copy set of pertinent BWL drawings. Additional sets and copies will be charged to the BIDDER.

BIDDER will hold all BWL drawings in confidence and protect them against disclosure. BIDDER may disclose the drawings to subcontractors for the purpose of submitting a proposal or quotation. However, both the subcontractor and BIDDER must agree that all BWL drawings, and copies thereof, will be treated as confidential and must be returned or destroyed by BIDDER or any subcontractor upon the failure to be awarded the contract, termination of employment on the Work or completion of the Work, whichever comes first.

8. PREPARATION OF PROPOSAL FORM

The Proposal Form is included in the Proposal Documents. BIDDER shall prepare proposals and submit them as stated in the Notice to Bidders.

Proposals must be prepared in full accordance with the Proposal Documents. The proposal price(s) stated on the Proposal Form must include all cost provisions of the complete Scope of Work. If the BIDDER chooses to submit an alternate or take an exception to any provision contained in the Proposal Documents, the alternate or exception must be specifically stated in BIDDER’S proposal, must reference the objectionable article of the Proposal Documents, and must propose alternate language or alternate Work. Any exception to the Proposal Documents, including any exception to the BWL’s Standard Terms and Conditions must be raised in BIDDER’S proposal as exceptions provided subsequently will not be considered. Once a purchase order has been issued, and the Acknowledgement returned, a binding contract exists between the parties and further negotiation of terms is not permitted.

Proposals received after the time and date for receipt of proposals will not be accepted. The BIDDER is responsible for timely delivery of the Proposal at the designated location and time for receipt of Proposals.

The Proposal must be signed with the full name and address of the BIDDER. Proposals received without signature will not be accepted. If the BIDDER is a co-partnership, the firm name and signature of all parties are required. If the BIDDER is a corporation, full corporate name, signature of authorized official is required. BIDDER shall certify that the person who signs the proposal is empowered to do so by the corporation. Such certificate shall be up-to-date and current at time of the Proposal Form submittal.

A proposal may not be modified, withdrawn or canceled unilaterally by the BIDDER for a period of sixty (60) days following the time and date designated for the receipt of Proposals, and BIDDER so agrees in submitting the Proposal. A proposal submission is a confirmation by the BIDDER that it is prepared to commence and complete the various stages of the Work as described in the Proposal Documents.

Expenses for developing and presenting proposals shall be the responsibility of the BIDDER. It is the BIDDER’S responsibility to ensure that no conflict of interest or other ethical concern precludes the BWL from considering BIDDER’S proposal.

9. SUBSTITUTION

Under certain circumstances, the Proposal Documents may permit substitution of products. Those areas where substitution is permitted will be designated with the qualifying phrase or equal as may be approved by the BWL REPRESENTATIVE. If BIDDER would like to substitute a product, BIDDER must make a proposal including the products specified in the Proposal Documents AND an alternate proposal including the proposed substitution, specifically referencing any price change based on the substitution.

BIDDER’S proposal shall contain data to substantiate that the substitution is, in fact, equal to the products specified. Substantiating data may consist of drawings or other documents necessary or helpful to indicate any modifications resulting from use of proposed substitutions. BIDDER bears the burden of proving that the proposed substitutions meet the quality standards established in the Proposal Documents.

If BIDDER is eventually awarded a Purchase Order, the Purchase Order will indicate whether the substitution was acceptable or whether the original product must be used.

The acceptance of a substitution does not alleviate BIDDER of any contractual responsibility.

10. BONDS The successful OFFEROR will be required to furnish a payment bond and performance surety bond as


applicable, each in the amount of 100% of the contract. These bonds should accompany the Acknowledgement of Award and must be in the form included with the purchase order.

11. INSURANCE

The certificates of insurance required by the Contract Documents must also accompany the Acknowledgment of Award. All these documents should be directed to the attention of the BWL Buyer listed on the Notice to Bidders with a copy to the person designated as “BWL REPRESENTATIVE.” The purchase order number must be indicated on the Acknowledgement, bonds, and certificates of insurance.

12. EVALUATION OF PROPOSALS

All proposals will be sealed until the time designated on the Notice to Bidders. At the opening, the names of all BIDDERS will be made public.

To evaluate the proposals, the BWL will consider such factors as responsiveness of proposal, price, time of completion, exceptions to the Proposal Documents, financial stability, recent and past experience and similar factors in determining which proposal it deems to be in its best interest. The BWL does not herein limit the methods or factors to be used for evaluation. The intent of the evaluation process is to choose the best-evaluated proposal.

The BWL reserves the right to enter into private negotiations with the selected BIDDER(S), for further scrutiny, even though these negotiations may result in changes to the BWL specifications or to the BIDDER(S) services, price quotations, etc.

The BWL may reject any Proposal, waive irregularities or technicalities in any Proposal, and accept any Proposal in whole or in part. The BWL may cancel, in whole or in part, the entire Request for Proposal at any time prior to full execution of a contract between both parties.

13. QUESTIONS, MEETING OF BIDDERS, AND ADDENDA

In the beginning of the bid preparation period, the BWL REPRESENTATIVE may notify each BIDDER of a Meeting of BIDDERS to be held at a later date, usually during the second week of the proposal preparation time. If a meeting is held, BIDDERS are required to attend the meeting to present their questions about the Proposal Documents, to receive answers to questions, to receive copies of Addenda, to participate in open discussion of the Project, and to participate in the only conducted tour of the Site. The Notice of Meeting will give complete details about the meeting and instructions regarding preparation for the meeting

Changes, revisions, and corrections that may result from the discussions that occur during the Meeting of BIDDERS will be confirmed by the issuance of an Addendum. Suggestions of topics for the Meeting agenda should be directed to the person designated on the Notice to Bidders.

14. CONTRACT PRICE

The contract price shall be equal to the proposal price adjusted to any price changes as agreed upon in writing by the BIDDER and the BWL.

The contract price may be modified via a change order upon mutual agreement of both parties.

15. EXECUTION OF ACKNOWLEDGMENT OF AWARD

The successful BIDDER shall, within twenty-four hours after issuance of the Purchase Order, return the properly executed Acknowledgment of Award to the person designated on the Notice to Bidders. BIDDER shall certify that the person who signs the Acknowledgment is empowered to do so. Upon execution, an agreement will be deemed consummated and the documents, as specified in the list of RFP documents set forth in Section 1 herein, along with any mutually agreed written changes, shall constitute the full and binding agreement between the parties. If the properly executed Acknowledgement, along with any required bonds and insurance certificates, are not returned within five (5) calendar days, the BWL may deem the Purchase Order rejected and offer the Purchase Order to another BIDDER without penalty.

16. CONFIDENTIALITY

All complete, in-process or conceptual work are the sole property of the BWL and may not be used without the consent of the BWL. Any product used, such as, drawings and specifications, photos, campaigns, drafts, etc. are the sole property of the BWL. All BWL information will be kept confidential at all times. The BIDDER shall not disclose to others, without the written consent of the BWL, any information concerning the service provided, the


organization, its personnel, or its activities, which the BIDDER may obtain as a result of, or in connection with the performance of the services.

17. FREEDOM OF INFORMATION ACT (FOIA)

The BWL is subject to the Freedom of Information Act (MCL §15.231 et seq.). The BWL may be required to make available certain information submitted with your bid or proposal available to the public if requested. This information may include comparative pricing and other data which the BIDDER may normally consider to be proprietary or confidential. If the BIDDER submits any information it deems to be exempt from FOIA requirements, the BIDDER shall clearly mark it as such.

18. LOCAL PREFERENCE Applies to bids of $100,000 or greater only. Businesses with an office in the BWL service area shall be given the following advantage when the BWL receives a sealed proposal:

(a) After the proposals are evaluated and the best-evaluated proposal is selected, the BWL shall determine whether the best-evaluated BIDDER is a Local business.

(b) If a Local business was not selected as the best-evaluated BIDDER due entirely to its proposal price being higher than the price of the best-evaluated proposal, the BWL shall determine whether the best-evaluated Local business’s proposal was within 5% of the proposal price of the best evaluated proposal. If so, this Local business shall then have the opportunity to reduce its price to match the price of the original best-evaluated BIDDER, and upon such agreement, shall be deemed the best-evaluated proposal.

(c) If more than one Local business is within 5% of the price of the best-evaluated proposal and is otherwise equal to the best-evaluated proposal, and the Local business identified in (b) refuses to lower its proposal price, the same opportunity shall be afforded to the other qualifying Lansing-based businesses, in order of ascending price.

If no Lansing-based business agrees to the conditions described above, the contract shall be awarded to the person or business originally deemed the best-evaluated BIDDER.

19. SAFETY

Unless excepted in the Proposal, and accepted by the BWL, all BIDDERS will be required to comply with the BWL’s Safety Manual. All BIDDERS should read and understand the BWL Safety Manual before submitting a Proposal. The BWL Safety Manual can be found on the BWL’s website, http://www.lbwl.com by selecting first “Business Services” and then “Doing Business with BWL.”

20. WARRANTY All BIDDERS shall submit their standard warranty for BWL’s review and consideration.

END OF INSTRUCTIONS TO BIDDERS

http://www.lbwl.com/

Request for Proposal Scope of Work: Enterprise Service Bus (ESB) Integration Services

Submission Deadline:

March 27, 2017

April 21, 2017, 2:00 p.m. local time

2 BWL ESB Scope of Work

Contents Section 1: Project Overview ................................................................................................................................................. 4

1.1 RFP Objectives .............................................................................................................................................................. 4

1.2 Board of Water & Light Background .............................................................................................................................. 4

1.3 Project Objectives .......................................................................................................................................................... 4

1.4 Project Scope ................................................................................................................................................................ 5

1.5 Project Phases .............................................................................................................................................................. 6

1.6 Project Timelines ........................................................................................................................................................... 7

1.7 BWL’s Current Systems and Infrastructure ................................................................................................................... 7

1.8 Glossary of Terms ......................................................................................................................................................... 9

Section 2: Instructions to Proponents .............................................................................................................................. 11

2.1 Key Dates .................................................................................................................................................................... 11

2.2 Instructions to Complete Requirements ...................................................................................................................... 11

2.3 Evaluation Criteria ....................................................................................................................................................... 12

2.4 Pricing .......................................................................................................................................................................... 12

Section 3: Proponent Company and Product Overview ................................................................................................. 13

3.1 Executive Summary (I) ................................................................................................................................................ 13

3.2 Overview of Proposed Solution (I) ............................................................................................................................... 13

3.3 Proponent Company Information (I) ............................................................................................................................ 13

3.4 References .................................................................................................................................................................. 13

Section 4: Requirements .................................................................................................................................................... 15

4.1 Design and Development ............................................................................................................................................ 15


4.2 Testing ......................................................................................................................................................................... 16

4.3 Configuration ............................................................................................................................................................... 16

4.4 Troubleshooting Tools ................................................................................................................................................. 17

4.5 Project Management ................................................................................................................................................... 17

4.6 Resourcing .................................................................................................................................................................. 18

4.7 Production Support, Transition and Post-Implementation Support ............................................................................. 20

Appendix A: Data Systems Integration Diagrams ........................................................................................................... 22

Appendix B: Integration Point Scope ............................................................................................................................... 23

Appendix C: ADMS API Specification Documents .......................................................................................................... 24

Appendix D: AMI & MDM API Specification Documents ................................................................................................. 25

Appendix E: Integration Pricing Matrix ............................................................................................................................. 26


SECTION 1: PROJECT OVERVIEW

1.1 RFP Objectives The Lansing Board of Water & Light (BWL) is seeking proposals to procure integration services for a TIBCO Enterprise Service Bus (ESB) solution. BWL shall use this RFP document as a guideline to evaluate each Proponent’s proposed solution.

1.2 Board of Water & Light Background BWL was founded in 1885 and is the largest municipally owned electric utility in Michigan and among the 30 largest in the United States. An eight-member Board of Commissioners appointed by the mayor and confirmed by the Lansing City Council governs the BWL. The Board employs approximately 700 people.

BWL owns and operates:

• An electric system, which generates, purchases and distributes electric power and energy, and provides electric service to approximately 96,000 residential, commercial, and industrial customers in the greater Lansing, Michigan area;

• Water wells, a raw water transmission system, water conditioning facilities, and an extensive water distribution system serving potable water to approximately 55,000 residential, commercial, and industrial customers in the greater Lansing area. In addition, approximately 42,000 of these customers receive non-metered sewage services;

• Steam generation boilers, a steam transmission and distribution system serving approximately 175 customers, and a chilled water facility and distribution piping system serving 18 customers in the city of Lansing.

Additional BWL background and information may be viewed at www.lbwl.com.

1.3 Project Objectives BWL’s vision is that utility applications communicate via a single secure, scalable, highly available and configurable message collection and redirection layer. BWL systems are currently integrated using point-to-point data exchanges. As BWL procures new technologies, developing, supporting and maintaining these point-to-point exchanges becomes costly. BWL plans to deploy a TIBCO Enterprise Service Bus (ESB) solution to mitigate the risks with this integration work and adopt an infrastructure strategy that is “future-proof.”

The ESB will be scaled from point-to-point-solutions to enterprise-wide deployment. The solution will allow for simple plug-in and plug-out connections and incremental patching with minimal downtime, mitigating risks associated with upgrades and changing connections. The implementation and configuration of the TIBCO ESB solution will be done by a third party vendor (to be determined) prior to initiating the integration project.

http://www.lbwl.com/


1.4 Project Scope The project scope consists of three phases of systems integration and testing as outlined in Section 1.5: Project Phases.

• TIBCO Enterprise Message Service™ (EMS) – TIBCO’s JMS standards-based enterprise messaging platform and the foundation for TIBCO’s event driven, Service Oriented Architecture.

• TIBCO Enterprise Message Service is standards-based messaging middleware that simplifies and accelerates the integration and management of data distribution in high performance, enterprise environments – enabling real-time decision-making and event driven execution of business operations. It is the TIBCO implementation of JMSTIBCO ActiveMatrix BusinessWorks™– Core ESB product. Includes integration, transformation, routing and orchestration components to implement a standards-based SOA, based on BPEL and non-BPEL orchestration.

o The TIBCO ActiveMatrix BusinessWorks integration platform enables companies to rapidly integrate systems and automate business processes. TIBCO ActiveMatrix BusinessWorks supports your integration project throughout the project lifecycle. It includes a design-time environment, powerful process engine and a modular run-time.

o It enables developers to create new services, orchestrate business processes and integrate applications in the shortest time possible

• TIBCO Enterprise Administrator (TEA) o TIBCO Enterprise Administrator is a framework for providing a unified administration experience for

multiple products. TIBCO Enterprise Administrator provides common services like user management, product registration, and views to allow operators to manage multiple products from a single administrative console. TIBCO Enterprise Administrator provides three primary operator interfaces – web-based, shell-based and Python-scripting. The tool does not need a license as it is a component of AMX BW

• TIBCO Hawk® – TIBCO’s Monitoring and Management tool for Administration of the ESB solution. o TIBCO Hawk is a sophisticated tool for monitoring and managing distributed applications and processes.

It uses rule-based agents that identify exceptional events at source throughout the network – in applications and process data, databases, log files, operating systems – and can notify operations through alerts or take necessary actions to avoid failure or slowdown

Optional Components include:

• TIBCO Adapters and Plugins o TIBCO Adapters and Plugins enable immediate, out-of-the-box and easy connection to a variety of

technology, applications and systems. TIBCO produces a wide array of adapters for various technologies. The following is a short list of some of the connectors that TIBCO makes available. · CRM (Salesforce, Oracle, Microsoft Dynamics, etc..)


· ERP (SAP, Oracle, etc..), · App Servers, · Databases (Teradata, DB2, SQL Server, Oracle, etc..), Cloud Databases (MongoDB, etc), and BigData (Hadoop, Hive, Cloudera/HortonWorks, etc) · Directory Services such as LDAP

· Mainframe (CICS, WebsphereMQ, DB2, etc..) and Cloud Applications.

• TIBCO ActiveMatrix BusinessWorks Plug-in Development Kit o TIBCO’s ESB platform functionalities can be easily extended, if required, to allow seamless integration

for home grown and custom applications that Lansing BWL might have developed over the years but are still part of the core system and need to be integrated.

Integration of the following systems are in scope for this project:

1. ADMS (Advanced Distribution Management System) a. Outage Management System (OMS) b. EMS (Energy Management System) c. DMS (Distribution Management System)

2. Supervisory Control and Data Acquisition (SCADA) system 3. Customer Information System (CIS) 4. Advanced Metering Infrastructure (AMI) 5. Meter Data Management (MDM) 6. Geographic Information System (GIS) 7. Automatic Vehicle Location System (AVL) 8. Financial system 9. Meter Reading System MV-RS 10. Plant Control Systems or Demand Response System 11. Human Resources 12. Purchasing (SAP) 13. Call center IVR (Interactive Voice Response) 14. Active Directory (Microsoft) – Control and Corporate

Please see Appendix A.1: Data Systems Integration Overview Diagram for a diagram of the data integration model.

1.5 Project Phases BWL plans to employ a phased deployment approach to mitigate issues due to numerous concurrent tasks and to coordinate with deployment dates of other BWL systems. The project will consist of three phases:


Phase 1: Focuses on the deployment, configuration and integration of the ESB with the MDM, AMI, MWM, MV-RS, CIS and GIS. Required connections are identified in the Phase 1 data integration model (Appendix A.2.).

Phase 2: Focuses on the deployment, configuration and integration of the ESB to the IVR, OMS, Meter Reading System and remaining connections to MDM, CIS, AMI and GIS. Required connections are identified in the Phase 2 data integration model (Appendix A.3.).

Phase 3: Focuses on the deployment, configuration and integration of the ESB to the Demand Response Management System and related connections to the AMI. There is potential for AMS (Asset Management System) integration in this phase depending on deployment date. Required connections are identified in the Phase 3 data integration model (Appendix A.4.).

1.6 Project Timelines The Vendor will be expected to follow the key project dates below:

Event Date

Project Start June 5, 2017

Phase 1 (MDM, AMI, MWM, MVRS, CIS and GIS Interface Development/Deployment) January 2, 2018

Phase 2 (IVR, OMS, Meter Reading System & remaining Phase 1 Interface Development/Deployment)

April 6, 2018

Phase 3 (Demand Response Management System & related AMI connection Interface Development/Deployment)

August 31, 2018

1.7 BWL’s Current Systems and Infrastructure

1.7.1 BWL Systems BWL is in the process of implementing an ADMS solution to replace the current EMS, OMS, and SCADA solutions. The Vendor will be expected to integrate with the ADMS solution rather than current EMS, SCADA and OMS systems. A technical review will be a part of the bid process that should allow enough detail for direction. Current systems used by BWL include the following:


System Vendor/Product

Energy Management System (EMS) ACS Automated Distribution Management System (ADMS)

Outage Management System (OMS) ACS Automated Distribution Management System (ADMS)

Supervisory Control and Data Acquisition (SCADA) system

ACS Automated Distribution Management System (ADMS)

Customer Information System (CIS) BWL is currently evaluating replacement of the current homegrown CIS system.

System analysis tools (used by engineers)

System ION Metering with enterprise evaluation software

Synergy software for distribution load flow analysis

PowerWorld software for transmission load flow analysis

Rustrak Metering for continuous system voltage with Pronto software.

Innovyze H20 Map that will migrate to Innovyze InfoWater and InfoMaster when GIS is converted to ESRI

Telog HRP-31 for pressure monitoring and flow test, Sensus UniPro

Sensus UniPro to download meter data from some of the newer meters

Itron ZCORR for hard-to-find leaks

Wachs for valve turning and hydrant maintenance inspection

KY Pipe 2008 Steam – Steam system model

Advanced Metering Infrastructure (AMI) Elster EnergyAxis

Geographic Information System (GIS) Esri ArcGIS

Automatic Vehicle Location System (AVL)

CalAmp version 8.3

Interactive Voice Response (IVR)

Cisco Call Center, CUCCX version 9.0.2.11001-24

Emergency Responder, CER version 9.0.2.10000-1

Unified Messaging, Microsoft Exchange 2010


System Vendor/Product

Plant/Distribution Control System Emerson (Ovation) and ABB version 3.2

Human Resources, Purchasing & Financial System

SAP ECC 6.0 stack 27, EHP7 stack 10 running on NetWeaver 7.4 stack 12

Service Agreement Program BWL’s Service Agreement Program is an older Microsoft Access database with visual basic programming built to manage construction estimates and service agreements for water, electric and street lighting projects. It has the ability to tie revenue information into appropriate worksheets from CSRs. Estimates for construction are trued-up at the end of the project, and a yearly validation of the costing is completed for both material and time. The service agreements built from the program are the signed document between BWL and the customer requesting the service.

Content Management Software OnBase 15 and SharePoint Office 365

1.7.2 BWL Infrastructure BWL has 30 distribution substations and approximately 240 feeders. BWL transmission substations are on an OC-48, layer 2 ring allowing communications to either of the BWL's two data centers. The BWL's EMS system is split between these data centers for full redundancy.

1.8 Glossary of Terms 1. ADMS: means Advanced Distribution Management System. 2. AMI: means Advanced Metering Infrastructure. 3. API: means Application Program Interface. 4. AVL: means Automatic Vehicle Location system. 5. BWL: means the Lansing Board of Water & Light. 6. EMS: means Energy Management System. 7. ESB: means Enterprise Service Bus. 8. ESB solution: means the TIBCO Enterprise Message Service™ (EMS), the TIBCO ActiveMatrix BusinessWorks™,

and the TIBCO Hawk®. 9. GIS: means Geographic Information System. 10. IVR: means Interactive Voice Response system.


11. JMS: Java Message Service is a messaging standard that allows application components based on the Java Enterprise Edition (Java EE) to create, send, receive, and read messages.

12. MV-RS: Itron meter reading program used on mobile devices. 13. MWM: Mobile Workforce Management system 14. OMS: means Outage Management System. 15. Proponent: means the party proposing a solution to this Request for Proposal (RFP). 16. RFP: means this Request for Proposal document. 17. SCADA: means Supervisory Control and Data Acquisition system. 18. SDLC: means the software development life cycle (SDLC) is a framework defining tasks performed at each step in the

software development process. SDLC is a structure followed by a development team within the software organization. It consists of a detailed plan describing how to develop, maintain and replace specific software.

19. SLA: means Service Level Agreement. 20. Vendor: means the successful Proponent that is selected to deliver the solutions in this RFP.


SECTION 2: INSTRUCTIONS TO PROPONENTS

2.1 Key Dates Below is the expected timeline that BWL will follow during the evaluation of the RFP responses. BWL reserves the right to adjust these dates as required in BWL’s sole discretion. All Proponents will be notified if any of the dates are altered.

Event Date

Release RFP March 27th, 2017

Questions due April 7th, 2017

Answers to questions provided April 14, 2017

Closing date for RFP submissions April 21th, 2017 2:00pm local time

2.2 Instructions to Complete Requirements The Proponent is required to answer the questions in sections 3 and 4 and complete the pricing sheet in Appendix E.

RFP supporting documents:

• BWL_ESB Appendix A.1. - Integration Diagram • BWL_ESB Appendix A.2. - Integration Diagram Phase 1 • BWL_ESB Appendix A.3. - Integration Diagram Phase 2 • BWL_ESB Appendix A.4. - Integration Diagram Phase 3 • BWL_ESB Appendix B - Integration Point Scope_20170207 • BWL_ESB Appendix C.1. - ADMS IVR AMI MultiSpeak over JMS HTTP • BWL_ESB Appendix C.2. - MultiSpeak ADMS - AVL • BWL_ESB Appendix C.3. - ADMS CIS using MultiSpeak • BWL_ESB Appendix D.1. - Baseline Install Interface • BWL_ESB Appendix D.2. - Baseline Meter Change • BWL_ESB Appendix D.3. - Baseline Meter Remove • BWL_ESB Appendix D.4. - Baseline Meter Update • BWL_ESB Appendix D.5. - Baseline Move In Move Out • BWL_ESB Appendix D.6. - Baseline Sync Interface • BWL_ESB Appendix D.7. - Utility WS Specification • BWL_ESB Appendix E - Integration Pricing Matrix


2.3 Evaluation Criteria BWL will evaluate Proposals using an internal scoring method that weighs various parameters to give BWL insight into the strengths of each Proposal relative to BWL’s needs. BWL’s internal scoring method values the following Proposal attributes (order of presentation does not reflect priority):

Proposal Evaluation Criteria Section % Total Points

Proponent Company and Product Overview 3 5

Requirements 4 65

Pricing See sheet 20

Shortlisted Proponent Presentations 10

Total 100%

Please respond to each section and questions in the order they appear. Proponents failure to answer sections and questions in the order that they appear will not be considered for evaluation.

2.4 Pricing The Proponent is asked to describe in detail the pricing for the systems proposed in the Pricing Spreadsheet Appendix E. To ensure a fair “apples to apples” comparison, BWL has prepared a standard pricing matrix. Proponents who do not follow the specified format will not be considered for evaluation. Complete all tabs in the spreadsheet.

1. Include any assumptions made regarding pricing including how much contingency (%), or risk is factored into the price.

2. Confirm whether pricing is fixed for the full (all phases) implementation period. 3. Identify pricing for the requirement of source control software for the project. 4. Identify pricing options for long term maintenance. 5. Identify the total number of proposed hours in the pricing spreadsheet.


SECTION 3: PROPONENT COMPANY AND PRODUCT OVERVIEW

3.1 Executive Summary (I) 1. Please provide an executive summary (one page maximum) that summarizes the Proponent’s response. Please

include the following information:

• Full company name • Company address • Designated representative for this RFP: name, e-mail address and phone number

3.2 Overview of Proposed Solution (I) 1. Highlight key features that differentiate the Proponent and the Proponent’s solution from those of competitors.

Identify any unique approaches or strengths of the Proponent. 2. Outline any dependencies and assumptions made by the Proponent in responding to this RFP. 3. Identify any issues that the Proponent believes will require special consideration for this project.

3.3 Proponent Company Information (I) To ensure long-term viability and maintenance of the system, the selected Proponent must be a proven vendor in the area of ESB integration services. The Proponent is asked to answer the following questions intended to help BWL evaluate the Proponent’s experience delivering and supporting the products included in this RFP:

1. Describe the Proponent’s primary line of business. 2. How long has the Proponent been delivering ESB integration services? 3. Outline the Proponent’s experience integrating systems using the TIBCOs ESB solution. 4. Identify if the Proponent is a certified TIBCO integration partner. 5. Outline the Proponent’s growth history and future growth plans including mergers and acquisitions. 6. Describe the Proponent’s positioning in the market. 7. Identify the Proponent’s strategic industry advantages/partnerships. 8. Please indicate all ESB software platforms the Proponent has developed integrations with. Please include an

overview of the types of integrations that were developed on platform(s).

3.4 References Provide a minimum of five (5) references (contact names, phone numbers and e-mail addresses) for the Proponent’s recent customers (last three years) where the Proponent has delivered integration services using the TIBCO ESB. For each reference, specify the integration points (e.g., AMI, MDM, GIS) and ESB software versions deployed.


SECTION 4: REQUIREMENTS

4.1 Design and Development BWL requires a thorough understanding of the Proponent’s methodology for design and development for the ESB integrations. Please note, a Leidos ESB layer exists between the BWL ESB and Leidos AMI and MDM systems which is outlined in the Appendix A: Data Systems Integration Diagrams.

1. At a high level, outline the Proponent’s approach from development to testing to production. 2. List all TIBCO modules that will be required to fulfil the project requirements. 3. Describe the Proponent’s approach and best practices for system integration using an ESB. Outline any viable

options for BWL and describe the associated risks. 4. BWL requires that the Vendor uses a structured SDLC process, including an iterative software development

methodology and incremental deployment of functionality to the production environment. This includes software and database design, solution configuration management plan and procedures, and user interface standards. Describe how the Proponent complies with this requirement.

5. BWL requires that all integration components use industry-standard practices versus custom or ad-hoc development. Outline the Proponent’s approach to achieve this.

6. Outline a simplified integration architectural design process for the following use cases and identify the steps in which BWL staff are required to be involved:

a. The CIS synchronizes three data fields (customer name, customer account number and meter number) with the Meter Data Management system.

b. The AMI delivers an outage message to the ADMS. 7. Indicate the Proponent’s software toolset and programming languages proposed for BWL’s project. 8. BWL requires that the Vendor follows industry standards for all development work, including database naming

and usage. Describe the Proponent’s approach. 9. Identify how the Proponent has used the TIBCO ESB integration tool(s) for analysis for system optimization. 10. BWL expects integrated systems to be able to reach the integration points (outlined in the Appendix A:1) and

infrastructure 24 hours a day, 7 days a week, and 365 days a year, at or above 99.75% reported monthly. Exceptions include regularly scheduled maintenance times set by the BWL. Outline the Proponent’s approach to achieve the expected SLAs.

11. BWL expects that if in a given fiscal quarter, the service fails to meet the SLA requirements (stated in Section 4.1 question 10), for two (2) consecutive months, the Vendor shall credit BWL with deliverable credits equal to five percent (5%) of the monthly fee for the quarter. Outline the Proponent’s approach to achieve this requirement.

12. Complete Appendix B: Integration Point Scope spreadsheet. Follow instructions at the top of the spreadsheet.


4.2 Testing 1. Describe the Proponent’s strategy to testing the integrations. Describe the proposed approach for each of the

following: a. Unit testing b. Functional testing c. Integration testing d. Regression testing e. Stress/load testing f. Security testing g. Performance testing h. User acceptance testing

2. Provide a sample test case and test script. 3. Outline the Proponent’s approach to developing a comprehensive test plan. Indicate whether the following

elements are included and list any additional elements: a. Test philosophy (including objectives, required levels or types of testing, and basic strategy (developing,

testing and release of major subsystems/components)). b. Procedures and approach to ensure the testing will satisfy specific objectives and demonstrate that the

requirements are met. c. Procedures and approach to ensure that each phase of the testing is complete, and how formal

reports/debriefings will be conducted for each phase of testing. d. Overview of testing facilities, environment and specific testing tools to be used. e. Overview of processes and procedures that shall be used by the Vendor for releasing testing results and

review of test results. f. Process and procedures for tracking and reporting for results/variances/defects shall be tracked and

reported. g. BWL resources required for testing during the development lifecycle for each testing area. h. Method for review of test cases and procedures i. Configuration management of the test environment j. Describe user acceptance testing and user sign-off k. Plan and deliverables for each type of testing as described in question #1.

4.3 Configuration BWL requires that the proposed solution receive data in one protocol and translate it to another prior to further routing.

1. The TIBCO ESB will be configured to clone messages prior to message routing. Describe the Proponent’s approach to fulfilling this requirement.


2. The TIBCO ESB will be configured to ensure message translation occurs in tandem with routing and protocol transformation. Describe the Proponent’s approach to fulfilling this requirement.

4.4 Troubleshooting Tools BWL requires tools to identify, investigate and correct program errors.

1. What tools will the Proponent use to identify and debug program errors and is the tool within the standard TIBCO software package? Will BWL have access to this tool?

4.5 Project Management BWL would like a clear understanding of the Proponent’s implementation and estimated timelines as well as issues, challenges and risks. BWL requires that the vendor provide expert project management of the ESB project throughout the project life cycle. The project is expected to include the following steps:

• Discovery and planning • Gap analysis • Design • Integration • Testing • Training • Deployment • Ongoing support

1. Outline the phases and proposed project management approach for managing the lifecycle of the project. List all deliverables to be provided in each phase.

2. Provide a project schedule indicating the deployment timeframe for the proposed solution based on the timelines outlined for the project phases. Include the following:

a. Milestones b. Tasks that the Proponent is expecting BWL to perform c. Order of interface implementation

3. Outline any Proponent concerns and/or recommendations regarding BWL’s proposed timelines. Provide an alternative schedule, if changes are recommended.

4. Indicate how the Proponent meets requirements of a given ESB project if there are competing projects (i.e., the same resources are assigned to multiple projects).

5. Describe the Proponent’s process and methodology used to manage scope, functionality, budget, and schedule. 6. Outline which activities the Proponent proposes will take place onsite and which activities will be completely

remotely. 7. Describe the Proponent’s formal change management process. 8. Explain the capacity of the Proponent to minimize risks and mitigate them quickly.


9. BWL would like to understand internal resource requirements for the implementation of the ESB. Many departments will be affected, and the Proponent should indicate which resources will be key members of the entire implementation and when subject matter experts from various departments will be needed to participate in the implementation.

10. If the expected project timelines change (accelerated or delayed start, mid project downtime, etc.) can the Proponent adjust the schedule without additional costs? Please describe the Proponent’s approach.

4.6 Resourcing BWL wants to have a clear understanding of the Proponent’s expectations for BWL resource allocation.

1. Complete the matrix below (sample) to define who is Responsible, who is Accountable, who is Consulted, and who is Informed for each activity in the Proponent’s planned approach.

• The RACI chart shall be organized by phase. • The RACI chart shall reference all key personnel. (The Proponent shall define key personnel so that BWL

can understand the requirements for BWL resources, clearly identify roles of different specific SME’s and Technical Resources.)

• The RACI chart shall include an estimate of the time required to complete each function. • Identify total BWL Full time Equivalents (FTEs). • The RACI chart tasks should be derived and grouped based upon the project plan proposed by the

Proponent. • Note the following RACI chart is an example, Proponents must fully populate the Resources, Tasks and

business units based on their proposed solution.

Vendor BWL

Executive Oversight PM Technical

Resource Project

Sponsor IT Manager SME

Task Role Hrs Role Hrs Role Hrs Role Hrs Role Hrs Role Hrs

Develop project plan

A 0 R 5 C 1 I 0 C 1 C 1

Develop test scripts

I 0 A 0 R 24 I 0 C 2 C 2


R = Responsible for completing that step in the process

A = Accountable for ensuring that step is completed

C = Consulted prior to the completion of that step

I = Informed of the results once that step is completed

2. BWL requires a clear understanding of whether the specific resources proposed for BWL’s project have completed similar projects. Complete the table below (the first row provides an example).

Phased Integration System Success List

System Resource Name

Customer Project Start Date

Project End Date

System Integrated

From

System Integrated

To

Resource is

Proposed in Bid?

Sample

CIS John Smith ABC Utility Jan. 2013 May 2013 Oracle ESRI Yes

EMS or ADMS

OMS or ADMS

DMS or ADMS

SCADA

CIS

AMI

MDM

GIS

AVL

Financial System


Phased Integration System Success List

System Resource Name Customer Project

Start Date Project

End Date

System Integrated

From

System Integrated

To

Resource is

Proposed in Bid?

Meter Reading System (MV-RS)

Plant Control or Demand Response System

Purchasing System

IVR

Active Directory

4.7 Production Support, Transition and Post-Implementation Support It is anticipated that support will follow a tiered structure in which tickets are assigned a priority (e.g., high, med or low).

1. Describe the Proponent’s approach to monitoring the interfaces and performance and for making adjustments. How will the Vendor know that the solution is fully optimized?

2. Describe the Proponent’s support structure and the guaranteed time to respond to and resolve issues within different levels of priority.

3. Describe the Proponent’s proposed support solution, including the following:

a. Location(s) of support personnel

b. Hours of support

c. Organizational structure of support team(s)

d. Support escalation process (including an organization chart with escalation paths)

e. Support tools used (phone line only, ticket access, etc.)

f. Levels of support (e.g., gold, silver, bronze) and services with each level


4. The proposed solution shall include technical system documentation that describes the system architecture (including “as-built” system diagrams), logic and operating requirements in detail to enable BWL staff to understand and take over the technical support of the system. Describe the Proponent’s approach.

5. What tools will be made available to BWL to request and make changes to integration layers?

6. How does the Proponent communicate (including knowledge transfer) with the ESB software vendor and BWL in the application maintenance period?

7. Project closure may only be considered once a successful deployed systems audit has been completed. Identify the method used to verify deployment success.

8. BWL requires that the Vendor resets all passwords upon project completion and ensures no hardcoded master codes are known to groups other than BWL. Describe the Proponent’s proposed approach.

9. Describe the Proponent’s warranty on work that will be completed for BWL.


APPENDIX A: DATA SYSTEMS INTEGRATION DIAGRAMS

A.1.: Data Systems Integration Overview Diagram

A.2.: Phase 1 – Data Systems Integration Diagram

A.3.: Phase 2 – Data Systems Integration Diagram

A.4.: Phase 3 – Data Systems Integration Diagram All diagrams are attached separately.

Note:

• The AMI/MDM vendor will have an ESB layer which will interface with the BWL ESB. • Integration points identified in dark purple (sample shown below) will be the responsibility of the AMI/MDM

vendor, not the ESB solution provider.


APPENDIX B: INTEGRATION POINT SCOPE

Spreadsheet (BWL_ESB Appendix B_Integration Point Scope_20170207.xlsx) attached separately.


APPENDIX C: ADMS API SPECIFICATION DOCUMENTS

C.1.: ADMS IVR AMI MultiSpeak over JMS HTTP

C.2.: MultiSpeak ADMS - AVL

C.3.: ADMS CIS using MultiSpeak Spreadsheets attached separately.


APPENDIX D: AMI & MDM API SPECIFICATION DOCUMENTS

D.1.: Baseline Install Interface

D.2.: Baseline Meter Change

D.3.: Baseline Meter Remove

D.4.: Baseline Meter Update

D.5.: Baseline Move In Move Out

D.6.: Baseline Sync Interface

D.7.: Utility WS Specification Spreadsheets attached separately.


APPENDIX E: INTEGRATION PRICING MATRIX

Spreadsheet (BWL_ESB Appendix E - Integration Pricing Matrix_20170207.xlsx) attached separately.


APPENDIX F: HARDWARE SPECIFICATIONS FOR EACH ENVIRONMENT

The following represents the hardware specifications to be implemented with LBWL for each environment (Development, Test/QA & Production)

END SCOPE OF WORK

PROPOSAL FORM


Proposal Form 7/12/2016 Page 1 of 2

Note: This form may be completed using MS Word®

Provide the following business and contact information:

Legal Name:

Federal ID or Social Security Number:

Address:

State of Incorporation

City:

State & Zip:

Primary E-Mail:

Type of Organization: __ Corporation __ LLC __ LLP __ Sole Proprietor __ Partnership __ S-Corporation __ Other (Explain)

Office Phone:

Alternate Office Phone:

Office Fax:

Primary Contact:

Contact Phone:

Contact Fax:

Contact Mobile:

Contact E-Mail:

Website URL:

Provide responses to the following questions:

How many years has your firm been in business under the present ownership?

Have you done business with the Board of Water and Light? If so, furnish specifics.

Have you done business with the City of Lansing? If so, furnish specifics.

Have you ever defaulted on a contract or been involved in litigation with the Board of Water and Light or the City of Lansing? If so, furnish specifics.

Have you ever defaulted on a contract or been involved in litigation with any other client in the past five years? If so, furnish specifics.

List any relationships between your firm’s staff and any current BWL employee.

Specify your background, training, experience, credentials and other factors which qualify you to perform the work described in the Scope of Work included in this Request for Proposal.

List at least three (3) references for similar work you have performed for other clients. Include Client name, contact name, title and phone number.

List subcontractors that you plan to use on this project.

Include any additional information you may deem helpful in evaluating your proposal.

PROPOSAL FORM


Proposal Form 7/12/2016 Page 2 of 2

Indicate any exceptions to the enclosed Terms and Conditions for Services.

Yes or No . If YES, Contractor must provide editing on the BWL Terms and Conditions document only. Any submission of, or general references to Contractor Terms and Conditions in its entirety anywhere within the proposal will invalidate the proposal. Must provide answer ().

List the warranty available for this project and any standard terms related to warranties.

Provide pricing:

Activity Unit Pricing

Provide pricing on Excel Spreadsheet which is part of the Appendices documents. Must complete Confidentiality Agreement to receive Appendices.

Percentage of Discount for Early Invoice Payment The undersigned bidder hereby acknowledges receipt of the following addenda:

Enter addenda numbers if applicable

The undersigned bidder states that this proposal is made in conformity with the Proposal Documents and agrees that, in the event of any discrepancies or differences between any conditions of their proposal and the Proposal Documents, the provisions of the latter shall prevail. No verbal or written agreements or understandings considered or entered into prior to signing of a contract in the form of a purchase order, shall be binding after the signing of the contract unless incorporated in the contract.

The undersigned bidder certifies that this proposal is made in good faith, without collusion or connection with any other person or persons submitting proposals for the work.

Company Name:

**Signature:

Name:

Title:

Date:

** Must provide a signature on Proposal Form. Proposals received without signature will not be accepted.**

END OF PROPOSAL FORM

Terms and Conditions- Services: Custom for - ESB Integration Services RFP Page 1 of 7

LANSING BOARD OF WATER & LIGHT TERMS AND CONDITIONS: SERVICES: CUSTOM FOR

ENTERPRISE SERVICE BUS (ESB) INTEGRATION SERVICES RFP_

DEFINITIONS:

The following definitions are ascribed to the terminology used in the following Terms and Conditions set forth herein:

Acknowledgement of Purchase Order – means the form signed and returned to the BWL by the successful Bidder/Offeror, acknowledging the award of the purchase order and deeming the Contract legally binding between the BWL and the CONTRACTOR.

Buyer – means the purchasing agent acting on behalf of BWL and designated on the Notice to Offerors/Bidders.

BWL – means the City of Lansing, by its Board of Water and Light.

Change Order - means the written order issued by the BWL, directing a change to the Work and/or any corresponding change to time of completion or CONTRACTOR’s compensation.

Contract Documents – means the BWL’s solicitation, including the invitation to bid (ITB) or request for proposal (RFP) or quotation, instructions to bidders/offerors, CONTRACTOR’s response to the solicitation, the specifications, any addenda or supplements including Change Orders, the purchase order, these Terms and Conditions, and Supplemental Requirements. The final versions of the Contract Documents, taken as a whole, constitute the sole and final agreement between the parties (Contract), which can only be modified by a written document properly executed by both parties.

CONTRACTOR – means the individual, partnership, corporation or other entity awarded a purchase order by the BWL, and its subcontractors, performing the Work outlined in the Contract Documents.

Litigation Expense - means any court filing fee, court cost, arbitration fee or cost, witness fee, and all other fees and costs of investigating and defending or asserting any claim for indemnification under this Agreement, Including without limitation, in each case, attorneys’ fees, other professionals fees and disbursements

Loss - means any liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge, other than litigation expense.

Day– means any calendar day.

Work – means the service or the various separately identifiable parts required to be furnished, completed in its entirety as outlined in the Contract Documents. Work includes and is the result of performing services, furnishing labor and documents, and furnishing and incorporating materials and equipment into the construction, all as required by the Contract Documents.

1. ACKNOWLEDGEMENT OF PURCHASE ORDER

CONTRACTOR shall complete and return the BWL Acknowledgement Form in accordance with its terms and conditions set forth. The signed and returned BWL Acknowledgement of Purchase Order constitutes an acceptance of a Contract between the CONTRACTOR and the BWL.

2. INDEPENDENT CONTRACTOR

Nothing herein shall be construed to make CONTRACTOR an agent or employee of the BWL for any purpose. CONTRACTOR shall in all respects be an independent contractor of the BWL in its performance of the Services. CONTRACTOR and its employees and subcontractors shall in no way represent themselves to third parties as agents or employees of the BWL in performance of the Services.

CONTRACTOR will have full responsibility in determining labor relation policies, wage rates, and fringe benefits with respect to its employees. CONTRACTOR will have full responsibility for compliance with all laws regulating


pension plans, welfare plans, fringe benefits, wages or other compensation and any other matters relating to its employees. CONTRACTOR shall bear sole responsibility for any health or disability insurance, retirement benefits or other welfare or pension benefits (if any) that CONTRACTOR provides or is legislatively mandated to provide its employees, as its employees (including responsibility for compliance or mandates, including fines, taxes and penalties, required by the Patient Protection and Affordable Care Act with respect to its employees. In order to avoid any possible claim, lien or assignment against BWL regarding CONTRACTOR s obligations under this Section, BWL may require the CONTRACTOR to provide proof of such compliance in a form or manner as BWL may request.

CONTRACTOR, at its own cost and expense, will at all times maintain insurance coverages in the minimum amounts specified herein, to protect the BWL and CONTRACTOR from claims for injury or death to persons or damage to property that may in any way arise from or be occasioned by the performance of Services. CONTRACTOR is responsible for consulting with its own insurance advisors to ensure that it has adequate insurance coverage to meet the obligations of this Agreement and its business operation. BWL reserves the right to require different or additional coverage as it determines necessary from time to time. CONTRACTOR will furnish certificates, policies, and related documentation for all such insurance to the BWL before commencing the Services and as reasonably requested by BWL from time to time, within ten (10) days of BWL’s written request for the certificates, policies and/or related documentation.

3. COMPLIANCE WITH LAWS

In performing these services, CONTRACTOR shall comply with all applicable laws, rules, and regulations, including but not limited to, the Michigan Workers’ Compensation Act, federal and state tax laws, and the City of Lansing’s Ethics Ordinance. CONTRACTOR IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE OR WORKERS’ COMPENSATION BENEFITS. CONTRACTOR IS SOLELY LIABLE FOR ANY FEDERAL AND STATE INCOME AND WITHHOLDING TAXES, UNEMPLOYMENT TAXES, FICA TAXES AND WORKERS’ COMPENSATION PAYMENTS AND PREMIUMS APPLICABLE TO THIS AGREEMENT OR ANY SERVICES PROVIDED. CONTRACTOR SHALL INDEMNIFY THE BWL FOR ANY LIABILITY RESULTING FROM NONPAYMENT OF SUCH TAXES AND SUMS.

CONTRACTOR certifies that it has complied, and will continue to comply during the term of this agreement with the Immigration Reform and Control Act of 1986. The BWL is exempt from state sales tax and federal excise tax, unless otherwise indicated in the bid or proposal documents. Federal ID# 38-6005774.

4. INSURANCE

(a) At its own expense, CONTRACTOR shall acquire and maintain in effect for the term of the Contract and/or any Contract extension, insurance providing the following coverage: (i) Commercial General Liability Insurance on an occurrence basis. This coverage shall include

Personal Injury, Contractual Liability, and Products/Completed Operations insurance. The limit of liability shall be at least $5,000,000 combined single limit for bodily injury and property damage. There shall be no exclusion for work within any distance of railroad property. There shall be coverage for explosion, collapse, and underground hazards (x, c, & u coverage).

(ii) Automobile liability insurance that complies with the requirements of the Michigan No-fault law, MCL 500.3101,with residual liability limit of at least $1,000,000 combined single limit for bodily injury and property damage. There shall be coverage for owned, hired, and non-owned vehicles.

(iii) Network Security & Privacy (Cyber) Insurance with an aggregate limit of liability not less than $2,000,000. Such insurance shall include coverage for claims and losses with respect to network security & privacy risks including data breaches, unauthorized access/use, ID theft, invasion of privacy, damage/loss/theft of data, degradation, downtime, forensic & notification costs, etc. The retroactive coverage date shall be no later than the EFFECTIVE DATE of this agreement. Contractor shall maintain an extended reporting period providing that claims first made and reported to the insurance company within two (2) years after termination of the AGREEMENT will be deemed to have been made during the policy period.

(iv) Worker’s compensation insurance as required by Michigan law, MCL 500.2301; (v) Professional Liability Insurance in an amount not less than $5,000,000; and (vi) Employment Practices Liability Insurance, with 3rd party extension coverage, for not less than

$2,000,000 per claim (Claims made policy form).


(b) CONTRACTOR shall purchase insurance from companies meeting acceptable standards of the BWL. Generally, a company rated A- or better by A.M. Best and domiciled in the United States will be acceptable to the BWL. The A.M. Best website can be found at: http://www.ambest.com.

(c) CONTRACTOR shall ensure that coverage will not be canceled nor any changes made, at any given time during the term of the Contract, which alters, restricts or reduces the insurance provided or changes the name of the insured, without first giving thirty (30) days notice in writing to the Corporate Secretary, BWL, 1201 S. Washington Ave., P.O. Box 13007, Lansing, Michigan 48910-1650.

(d) CONTRACTOR shall name the “City of Lansing, by its Board of Water and Light, its employees, Board Members, and officers” as additional insureds on all liability coverages other than workers compensation and professional liability.

(e) The coverage granted to the BWL as an additional insured shall apply on a primary basis. The BWL’s coverage shall be excess.

(f) Deductibles and retentions shall be clearly stated on any certificate of insurance and shall be the responsibility of CONTRACTOR and not the BWL.

(g) If liability policies do not contain the ISO separation of insureds provision, the policies shall be endorsed to provide cross-liability coverage.

(h) Neither the issuance of any insurance policy required by this provision, nor the minimum limits specified with respect to any insurance coverage, shall be deemed to limit or restrict in any way the liability of CONTRACTOR or its subcontractors arising under or out of this Contract.

(i) BEFORE PERFORMING ANY WORK, CONTRACTOR shall provide copies of the applicable insurance certificates to the person designated in the Notice to Offerors/Bidders with a copy to ENGINEER. CONTRACTOR SHALL ENSURE THAT THE COVERAGE will not be canceled nor any changes made, which alters, restricts or reduces the insurance provided or changes the name of the insured, without first giving thirty (30) days notice in writing to the Corporate Secretary, BWL, 1201 S. Washington Ave., P.O. Box 13007, Lansing, Michigan 48910-1650, as evidenced by the BWL’s receipt of a letter to that effect. ANY WORK PERFORMED PROIR TO PRESENTMENT OF AN ACCEPTABLE INSURANCE CERTIFICATE MAY NOT BE COMPENSABLE. CONTRACTOR PERFORMS WORK PRIOR TO THE PRESENTMENT OF ACCEPTABLE INSURANCE CERTIFICATE AT THEIR OWN RISK.

(j) CONTRACTOR waives all rights against the City of Lansing, by its Board of Water and Light, its employees, Board Members, and officers for recovery of damages and expenses to the extent that these damages and expenses are covered by any of CONTRACTOR’S insurance coverages.

5. NONDISCRIMINATION

CONTRACTOR agrees not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, height, weight, or marital status. A breach of this covenant may be considered a material breach of contract.

6. GOVERNING LAW

This agreement is construed in accordance with Michigan law, without regard to conflict of laws provisions, and venue is in Ingham County, Michigan.

7. INDEMNITY CONTRACTOR shall, to the fullest extent permitted by law, indemnify and hold harmless the BWL and the City of Lansing, and their officers, agents, and employees harmless from and against all losses and litigation expenses arising out of or resulting from the performance of work hereunder and caused, in whole or part, by any act or omission of CONTRACTOR. The BWL shall further be entitled to all cost (which include both internal and external) incurred in the process of enforcing this or any other provision under this Agreement.

8. CONFIDENTIALITY OF INFORMATION AND COMPUTER SECURITY

CONTRACTOR will retain in strictest confidence all information furnished by the BWL and the results of any investigation, reports or studies conducted as a result of this agreement, along with all supporting work papers

http://www.ambest.com/


and any other substantiating documents. CONTRACTOR will not disclose such information to others without the prior written consent of the BWL, or as may be required by law. The BWL may in a contemporaneous writing agree to retain information supplied by the CONTRACTOR in confidence, to the extent it doesn’t conflict or prevent the BWL from adhering to its disclosure obligations under the Freedom of Information Act (FOIA). In the interest of a conflict between the language in this provision and such contemporaneous writing, this provision shall prevail.

CONTRACTOR acknowledges that he, she or an employee of CONTRACTOR may use the BWL’s computer or telecommunication resources to fulfill the terms of this Agreement. CONTRACTOR agrees that he, she or any of CONTRACTOR’s employees who are required to use such resources will abide by the BWL’s policies and guidelines governing the use of these resources.

Further, to the extent the BWL provides the Contractor data, information and/or equipment, CONTRACTOR agrees not to alter, manipulate, damage or use such data, information and/or equipment in a manner that is inconsistent with the BWL’s permitted use.

9. SITE SECURITY AND SAFETY COMPLIANCE

While on BWL property, CONTRACTOR, its agents, employees or subcontractors shall conform in all respects with all BWL physical, fire, or other security policies or regulations. In addition, in performing all services pursuant to this agreement, CONTRACTOR agrees to comply with all federal, state, local, and BWL safety rules and regulations (www.lbwl.com/SafMan/default.htm), including MIOSHA “Right to Know” obligations, MCL 408.1001 et seq.

Additionally, CONTRACTOR acknowledges that BWL property is an industrial environment with certain inherent hazards. As such, CONTRACTOR and its respective SUBCONTRACTORS enters upon BWL property at its own risk and waives any and all liability associated with injuries sustained on BWL property.

10. SUBCONTRACTORS AND VENDORS

The CONTRACTOR is responsible for the actions and activities of its respective SUBCONTRACTORS. The BWL has the right to review and reject any SUBCONTRACTOR or VENDOR which does not meet the BWL’s requirements. As such, within fourteen (14) days of Acknowledgement of Purchase Order, but not later than the start of Work, CONTRACTOR must present the BWL with a final list of all vendors and subcontractors they intend to utilize. Included in that list should be what materials and/or services will be provided by the respective SUBCONTRACTOR and/or Vendor. The CONSTRACTOR must also provide additional information as needed which is sufficient to support that the vendor or subcontractor has the necessary facilities, experience, and financial resources to perform the Work within the terms of the Contract Documents. After receiving the information, the BWL will notify CONTRACTOR within seven (7) days if any vendor or subcontractor is unacceptable to the BWL and the reasons therefore. If a subcontractor is deemed unacceptable by the BWL, CONTRACTOR may submit another subcontractor for approval or advise the BWL that it intends to do the Work itself. The following conditions apply to subcontractors:

(a) CONTRACTOR shall not employ any subcontractor without the BWL’s consent. CONTRACTOR acknowledges that the BWL may deny a CONTRACTOR’s request to subcontract certain portions of the Work.

(b) If CONTRACTOR submitted a preliminary list of subcontractors and vendors in its bid or proposal and the final list of subcontractors and vendors increases or decreases Contract price shall be increased or diminished by the difference in cost occasioned by such change. There shall be no increase in Contract price if the BWL rejects a proposed subcontractor submitted after the purchase order is issued.

(c) The BWL’s approval of any subcontractor shall not relieve CONTRACTOR of any responsibilities or liabilities. The CONTRACTOR agrees that it is as fully responsible to the BWL for the acts and omissions of its subcontractors and of all persons either directly or indirectly employed by the subcontractor, as it is for the acts and omissions of persons directly employed by CONTRACTOR.

(d) Nothing contained in the Contract Documents shall create any contractual relationship between any subcontractor and the BWL.

(e) In its contract with any subcontractor, CONTRACTOR shall require, at a minimum: 1.) subcontractor to carry insurance coverage similar to that listed in Article 4; 2.) a warranty substantially similar to Article


20 for materials and services provided by the subcontractor in favor of the BWL; 3.) the requirement that the subcontractor meet all federal, state, and BWL safety rules and regulations in accordance with Article 9; and 4.) a clause prohibiting discrimination in accordance with Article 5.

11. QUALITY OF SERVICES

CONTRACTOR shall perform all services pursuant to this contract:

(a) In a manner meeting or exceeding the professional standard in the industry or other standard set forth in the Contract, whichever is more stringent;

(b) Using adequate numbers of qualified individuals with suitable training, experience, education, and skill;

(c) In the most cost effective manner possible consistent with the required level of quality and performance; and

(d) Without infringing the proprietary rights of any third party.

12. PROGRESS AND TIME OF COMPLETION

The CONTRACTOR must complete all services in accordance with the time stated in the contract. The CONTRACTOR must perform services at such times and in such a manner to ensure timely completion. If requested by the BWL, immediately after award and acceptance, CONTRACTOR shall prepare a schedule depicting the timing of service completion. The BWL’s representative must approve this schedule before any services are performed. If requested by the BWL, on the first day of each month during the delivery of services, the CONTRACTOR must submit to the BWL’s representative a progress report depicting actual progress in relation to estimated progress.

13. OWNERSHIP OF WORK PRODUCT

All work product of CONTRACTOR that results from this agreement is the exclusive property of the BWL. CONTRACTOR and the BWL intend that such work product be deemed “work for hire” of which the BWL shall be deemed the author. If for any reason the work product is not deemed “work for hire,” CONTRACTOR irrevocably assigns to the BWL all its right, title, and interest in and to any and all of the work product, whether arising from copyright, patent, trademark, or any other state or federal intellectual property law or doctrine. Upon request, CONTRACTOR shall execute such further documents and instruments required to fully vest such rights in the BWL.

14. CONTRACTOR RESPONSIBILITY

The BWL shall not oversee the work of the Contractor or instruct the Contractor on how to perform the Services. Contractor shall be responsible for the professional quality, technical accuracy, timely completion and coordination of all studies, reports and other Services rendered. Contractor is responsible for providing his or her own training and tools for performance of the Services. Without additional compensation, and without limiting the BWL's remedies, Contractor shall promptly remedy and correct any errors, omissions or other deficiencies in the Services.

To the extent required by the Purchase Order or other Contractual documents that the Contractor is required to provide professional engineering services and Contractor is not qualified to perform professional engineering in the State of Michigan, all of the services required to be performed by engineers qualified and registered to practice professional engineering in the State of Michigan shall be subcontracted to persons or firms so qualified and registered.

15. TERMINATION

The BWL retains the exclusive right to terminate all or any portion of the services by giving fourteen (14) days written notice to CONTRACTOR. If the project is terminated, the BWL will pay CONTRACTOR equitably for all services properly performed pursuant to this agreement.


16. ASSIGNMENT

Neither this agreement, nor any claim arising under this agreement, shall be transferred or assigned by the CONTRACTOR without the BWL’s express written consent.

17. FORCE MAJEURE

Neither the BWL nor CONTRACTOR shall be held responsible for any delay or default caused by fire, act of God, riot, terrorist act, war, or flood where such cause was beyond the delaying or defaulting party’s reasonable control. However, CONTRACTOR shall make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance or its obligation under this agreement.

18. RIGHT TO AUDIT RECORDS AND INSPECT PLANTS

The BWL may, at reasonable times, inspect the part of the plant, place of business or worksite of a CONTRACTOR or subcontractor, which is pertinent to the performance of any contract awarded or to be awarded by the BWL. The BWL shall be entitled to audit the books and records of a CONTRACTOR or subcontractor under any BWL contract or subcontract to the extent that such books, documents, papers and records are pertinent to the performance of such contract or subcontract. The CONTRACTOR shall maintain such books and records for a period of three years from the date of final payment under the prime contract and by the subcontractor for a period of three years from the date of final payment under the subcontract.

19. CHANGES IN SERVICES AND CLAIMS FOR EXTRAS

The BWL shall have the right to order additions, deletions or changes in the services at any time, so long as such changes are within the general scope of work covered by this contract. All requests for material changes in the services must be made in writing (Change Order). If the BWL approves and directs CONTRACTOR to proceed with a material change, CONTRACTOR shall be paid for the change as agreed to by the parties. Claims for extras or services not specifically described in the RFP, CONTRACTOR’S proposal or addendums, and not approved in writing by the BWL’s representative before they were performed, will not be honored. If CONTRACTOR expects additional compensation for a change or extra, the additional compensation must have been approved in writing before it was incurred.

20. RISK OF LOSS

CONTRACTOR is responsible for all risk of loss to materials furnished by, and Work provided by, CONTRACTOR or its Sub-contractors until final completion of the Work or earlier if agreed mutually in writing with the BWL’s designated representative. CONTRACTOR is also responsible for all risk of loss to materials and Work provided by the BWL or any other contractor which are to be included in CONTRACTOR’s Work or materials and which have been made available to CONTRACTOR.

21. WARRANTY

For a period of one (1) year after completion of the Work, including implementation and approved testing, CONTRACTOR guarantees:

(a) All materials and Work against: (i) Defects due to poor selection of material; (ii) Defects due to poor material; and (iii) Defects due to poor workmanship.

(b) Performance shall be in accordance with the specifications or as otherwise specified in the Contract Documents.

In the event the Work fails to comply with or meet the warranty, the CONTRACTOR shall proceed at its own expense to rectify faulty material, workmanship or faulty performance and, if CONTRACTOR fails to do so, the BWL may rectify the error at CONTRACTOR’s expense. CONTRACTOR is responsible for all shipping/transportation costs and “in and out” costs incurred to meet this warranty.


22. MATERIALS FURNISHED BY CONTRACTOR

(a) All materials furnished for the Work shall be new and from a reputable manufacturer currently engaged in the production of like materials. Any coatings will be lead-free.

(b) The CONTRACTOR shall arrange and pay all charges for the proper delivery, receipt, rigging, unloading, and storage of all material needed. CONTRACTOR must supply a sufficient number of individuals to promptly unload and store materials. BWL must approve, in advance, any on-site storage of materials. CONTRACTOR continues to bear all responsibility for care, custody, control and protection of the material after unloading.

(c) The CONTRACTOR is responsible for notifying the BWL when any material is ready for shipment. Before arranging for any shipment, CONTRACTOR must ensure that the delivery will not cause undue blocking at the delivery site. BWL must receive notice of shipments at least 48 hours before arrival at the site.

(d) If requested by BWL, CONTRACTOR shall furnish copies of bills of lading, shipping manifests, and other papers showing shipment of materials and/or reports of their receipt.

23. PAYMENT

BWL shall pay all undisputed invoices within net sixty (60) days of receipt of invoice.

24. DEFAULT

If either party fails or refuses to substantially perform according to the terms of this Contract, that party shall be declared to be in default by the other party by a written notice and shall be given an opportunity to perform in accordance with the notice. If the default has not been corrected or meaningfully begun to be corrected within the time specified in the notice, or the defaulting party has ceased to pursue the correction with due diligence, the party declaring default may elect to (a) terminate the agreement and seek damages, or (b) treat the agreement as continuing and require specific performance, or (c) avail itself of any other remedy at law or equity.

25. INTELLECTUAL PROPERTY RIGHTS

NO RIGHTS IN COPYRIGHT, PATENTS, TRADEMARKS, TRADE SECRETS, OR OTHER INTELLECTUAL PROPERTY ARE GRANTED TO CONTRACTOR AND/OR SUBCONTRACTOR EXCEPT AS EXPRESSLY PROVIDED UNDER THESE TERMS. CONTRACTOR AND/OR SUBCONTRACTOR WILL NOT REGISTER OR USE ANY MARK AND/OR INTERNET DOMAIN NAME THAT CONTAINS ANY BWL INTELLECUTAL PROPERTY.

END OF TERMS AND CONDITIONS

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MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into between the City of Lansing’s Board of Water and Light, a municipal utility organized under the laws of the State of Michigan, having its principal place of business located at 1201 S. Washington Ave., Lansing, MI (“BWL” or “Customer”) and [Contractor Name], a [type of entity] organized under the laws of the State of [State], having its principal place of business at [address] (“[aka]”), sometimes referred to individually as a “Party” and collectively as the “Parties”.

Purpose: BWL desires to retain the services of qualified professionals to deliver integration work and adopt an infrastructure strategy that is “future-proof” for a Enterprise Service Bus (ESB) solution BWL plans to deploy (the “Services” or “Work”), and [Contractor] will provide the required Services subject to the terms this Agreement. Therefore, the Parties agree as follows:

This Agreement sets forth the Parties’ agreement with respect to the Services to be provided and purchased pursuant to the Terms and Conditions: Services attached as “Exhibit A” and incorporated herein respect to the Services (defined below) to be performed under the Statement of Work as defined below. In the event of a conflict between any of the Contract Documents, the Terms and Conditions: Services shall control the relationship of the parties as it relates to the Services and any related contracts, including but not limited this Agreement or the Statement of Work(s). Capitalized terms used in this Agreement but not defined herein shall have the meaning set forth in the Terms and Conditions: Services.

Section 1 Scope of Services or Work

1.1 Statement of Work. [CONTRACTOR] shall provide the Services described in the Statement of Work attached as “Exhibit B” and in accordance with the Contract Documents.

1.2 Changes to the Statement of Work. Specified and additional services which may be provided by [CONTRACTOR] upon execution of a Change Order by both Parties in accordance with the Contract Documents, including section 18 of the Terms and Conditions: Services. At a minimum, Change Orders should define the scope of work to be performed, the contract deliverables and milestones, the schedule of services, and the compensation to be paid to [CONTRACTOR] upon satisfactory completion of the additional work. Once executed, a Change Order will be fully binding on the Parties and by this reference and become a part of this Agreement. The work specified in a Change Order will be performed under the terms of this Agreement unless otherwise provided for in the Change Order. A Sample Change Order is attached as “Exhibit C.”

1.3 Acceptance of Work Process.

1.3.1 Within five (5) business days of the completion of each milestone or deliverable set forth in the Statement of Work or an executed Change Order, [CONTRACTOR] shall submit written notice, Acceptance notice (in the form of an email and/or fax) indicating completion of such milestone or deliverable.

1.3.2 Within ten (10) business days of receipt of an Acceptance notice, BWL shall provide [CONTRACTOR] with written notice that either: (i) BWL accepts the Services, if the Services are complete and in compliance with this Agreement and the Contract Documents; or (ii) BWL rejects the Services, or any portion thereof, because such Services are not in compliance with this Agreement or any other Contract Document.

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1.3.3 In the event BWL rejects the Services provided by [CONTRACTOR], either initially or subsequent to [CONTRACTOR]’s re-performance of such Services, in addition to the written notice required in Subsection 1.3.2 above, BWL shall provide [CONTRACTOR] with a description of the defective or non-compliant Work. [CONTRACTOR] shall re-perform or correct, at [CONTRACTOR]’s expense, such non-compliant or defective Work until the Services are complete and compliant. After re-performing the defective or non-compliant Work, [CONTRACTOR] shall resubmit the written Acceptance notice required under this Agreement.

1.3.4 Within five (5) business days of receipt of a re-submitted Acceptance notice, BWL will provide [CONTRACTOR] with written notice of acceptance or rejection of such re-performed Work as described in Section 1.3.2 above.

1.3.5 In the event BWL fails to respond to [CONTRACTOR] within five (5) business days of [CONTRACTOR]’s submittal of an Acceptance notice such documentation will be deemed accepted by BWL.

1.4 Change Order Process.

1.4.1 After the Effective Date of this Agreement and any Change Orders executed hereunder, no amendment or modification of the provisions set forth in such documents will be effective until a written amendment or Change Order has been executed by the Parties. A sample Change Order is attached as “Exhibit C.” Once executed, a Change Order will be fully binding on the Parties and by this reference, become a part of this Agreement. [CONTRACTOR] shall initiate performance of the Services specified in a Change Order upon its execution, as directed in such Change Order.

1.4.2 A Change Order shall set forth, at a minimum: (i) the specific Services added, revised, impacted or otherwise modified by the Change Order; (ii) the reason for the change(s); (iii) change(s) to the applicable scope of work or Statement of Work, (iv) revised schedule(s); and (iv) the impact of the change(s) on the compensation applicable under this Agreement and/or the applicable Change Order.

1.4.3 In the event the terms agreed to in an executed Change Order conflict with the terms of this Agreement or the applicable Change Order, the terms agreed to under the Change Order will govern, with respect to the specific Change Order but will be subject to and in no event will supersede the Terms and Conditions: Services.

Section 2 Schedule of Services

2.1 The schedule of the services described in Section 1.1 above will be as described in “Exhibit D.”(“Schedule of Services”), which may be amended time to time as described in Sections 1.2 and 1.4

Section 3 Fee Schedule and Payment Milestones

3.1 Payments shall be made in accordance with “Exhibits A and E”

3.2 BWL shall pay each of [CONTRACTOR]'s undisputed invoices within sixty (60) days of receipt of the invoice.

3.3 [CONTRACTOR] may invoice BWL on a monthly basis, for all pre-approved, actual and reasonable expenses which are reimbursable by BWL under this Agreement and accordance with the BWL’s purchasing policy, as such expenses may be incurred, including without limitation, airfare, hotel, meals and car rental. [CONTRACTOR] and its subcontractors shall seek to minimize all expenses associated with performing the Services, including, but not limited to, using coach air fare, booking flights in advance whenever possible, staying at hotels identified by

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BWL as offering corporate rates and sharing rental cars where feasible. All invoiced amounts for pre-approved expenses will be due and payable within sixty (60) days after receipt of invoice. [CONTRACTOR] will provide backup documentation.

3.4 If BWL fails to pay any undisputed amount when due, it shall pay interest on such amount at a rate equal to the lesser of twelve percent (4%) or the highest rate of interest permitted by applicable law, accruing until paid. All undisputed invoices will substantiate [CONTRACTOR]’s right to said payment which includes sufficiently setting out all the Work that was completed that entitles [CONTRACTOR] to payment. BWL has the right to inspect the Work to ensure the invoiced amounts comport with the Work complete.

Section 4 Term and Termination

4.1 Term. This Agreement shall become effective upon [CONTRACTOR]’ acceptance of BWL’s issued purchase order for the Services and remain in effect until [Date] or until all required Services have been performed or Work has been completed and accepted by BWL, unless terminated at an earlier date as provided for in the Terms and Conditions: Services.

4.2 Termination.

4.2.1 Termination Assistance. In the event this Agreement is terminated prior to the completion of the Services, [CONTRACTOR] shall provide such termination assistance (including without limitation, knowledge and documentation transfer) to BWL, as may be requested by BWL, to affect the orderly transfer with minimal disruption to BWL and/or the new service provider selected by BWL. Current [CONTRACTOR] rates shall apply for such assistance, to be paid by BWL.

Section 5 [CONTRACTOR] Services

5.1 [CONTRACTOR] shall perform the Services in a professional, timely and workmanlike manner and, at a minimum, in accordance with the standards of the profession, using personnel qualified and trained to provide such Services. At the time of performance, [CONTRACTOR] shall be properly licensed, equipped, organized and financed to perform the Services in accordance with this Agreement.

5.2 [CONTRACTOR] will at all times be deemed an independent contractor and free of any control by BWL in selecting the means, methods, techniques and procedures of work and safety precautions applicable to performing the Services. [CONTRACTOR] shall not represent that it is, or hold itself out as, an agent or representative of BWL. In no event will [CONTRACTOR] be authorized to enter into any agreement or undertaking for or on behalf of BWL.

5.3 [CONTRACTOR] must fully cooperate with BWL and coordinate the Services with related work performed by BWL and others. Prior to commencing any Services which depend upon the results of work performed by BWL and/or others, [CONTRACTOR] must notify BWL if [CONTRACTOR], in its professional opinion, believes that there are actual or apparent deficiencies or defects in such other work that render such other work unsuitable for [CONTRACTOR]’s performance under the Agreement.

5.4 [CONTRACTOR] shall not hire any BWL employee to perform the Services. For the Services being provided by [CONTRACTOR]’s employees and/or its subcontractors’ employees of any tier (collectively, “Employee(s)”), [CONTRACTOR] shall endeavor to utilize Employees who are fully experienced and properly qualified to perform such Services, and BWL will be entitled to rely upon any assistance, guidance, direction, advice or other Services provided by any such Employees.

5.5 [CONTRACTOR] shall endeavor to comply, and endeavor to see that the Services and [CONTRACTOR]'s suppliers and subcontractors of every tier comply with the applicable laws,

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ordinances, rules, regulations, orders, licenses, permits and other requirements currently in effect, of any governmental authority (including, but not limited to, requirements that may be imposed upon BWL as a result of the Services).

5.6 Prior to acceptance of the Work and during the warranty period set forth below in Terms and Conditions: Services, [CONTRACTOR] shall, at its expense, promptly and satisfactorily correct any Services found to be defective or not in compliance with the requirements of this Agreement.

Section 6 BWL’s Representative

6.1 BWL’s Authorized Representative shall have or secure the appropriate BWL representative with the authority to bind BWL in all matters in connection with the [CONTRACTOR]’s performance under this Agreement requiring BWL’s approval, acceptance, authorization or notice.

6.2 BWL’s Authorized Representative for the purposes of this Agreement is [Name and contact information].

6.3 BWL’s Authorized Project Manager for the purposes of this Agreement is [Name and contact infomration].

Section 7 Notices to the Parties

7.1 All notices, demands, requests and other communications required or permitted under this Agreement should be in writing and personally delivered to the other Party by email, or sent by facsimile, or sent by mail, postage prepaid, or delivered by a recognized commercial courier, addressed as set forth below. Such notice or communication will be deemed to have been given as of the date so personally delivered, and if mailed or sent by facsimile, upon receipt.

7.2 Notices to BWL:

Project/Invoices/Technical Notices: Invoices should be directed to [email protected] with copy to

[Title of appropriate contact] (Name) at [Email address] Project and Technical Notices should be directed the [Title of approrpriate

contact] (Name) at [Email address]

Legal, Contractual, Insurance Notices: Attention: BWL Legal Department

At the following address: Lansing Board of Water & Light 1201 S. Washington Ave Lansing, MI 48910

7.3 Notices to [CONTRACTOR]:

Project/Invoices/Technical Notices: Attention: [Name] Legal, Contractual, Insurance Notices: Attention: [Name] At the following address:



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Facsimile:

7.4 Either Party may change its address by providing written notice to the other as provided in this Section.

Section 8 Dispute Resolution/Escalation Process

If either Party has a dispute against the other Party, in any such case relating to this Agreement, [CONTRACTOR] and BWL will adhere to the following procedure prior to initiating any judicial proceedings:

8.1 Either Party may notify the other Party of the occurrence of a dispute and establish a mutually convenient time and place to meet to discuss the dispute. In any event, the meeting will occur within two (2) business days after delivery of the notice of dispute.

8.2 If the Parties are unable to resolve the dispute at the meeting, either Party may then give the other Party written notice that the dispute continues. Within two (2) business days after delivery of such notice, senior level representatives of each Party will meet to discuss the issue at a mutually convenient time and place. If the dispute has not been resolved during the seven (7) days following the initial meeting of the designated representatives, either Party may then request non-binding mediation by written notice to the other Party.

8.3 Within seven (7) calendar days after a request for mediation from either Party, the Parties will agree in writing to the selection of a mediator and commence non-binding mediation. Each Party will bear its own cost of mediation and one-half the cost of the mediator.

Section 9 Other Provisions

9.1 No Waiver. The failure of a Party to insist upon or enforce strict performance by the other Party of any of the provisions of this Agreement or to exercise any rights under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such Provisions or rights in that or any other instance; rather, the same will be and remain in full force and effect.

9.2 Independence. BWL and [CONTRACTOR] are independent of each other and nothing in this Agreement is intended, or will be deemed, to create a relationship of partners or joint venturers, or any other association for profit between them.

9.3 Headings. Article and Section headings are for convenience, only, and will not be given effect in interpretation of this Agreement.

9.4 Attorney’s Fees. In the event that legal action becomes necessary for BWL to enforce any provision of this Agreement, BWL will be entitled to recover all legal costs and expenses, including reasonable attorney's fees.

9.5 Entire Agreement. This Agreement contains the entire understanding between the Parties on the with respect to the terms contained in this Agreement. Any representation, promise, modification, or amendment to this Agreement or to the attached exhibits, except as provided in the Agreement, will not be binding upon either Party unless reduced to writing and signed on behalf of BWL and the [CONTRACTOR] by their duly authorized representatives.

9.6 Counterparts. This Agreement, and Amendments, and Change Orders may be executed in any number of counterparts, each of which, when executed and delivered, will be an original, but all such counterparts will constitute one and the same instrument. As used in this Agreement, the term "counterparts" includes full copies of such instruments signed and delivered by facsimile transmission, as well as photocopies of such facsimile transmissions.

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9.7 Time is of the Essence. Time is of the essence in the delivery and performance of the Services provided by [CONTRACTOR]. In the case where [CONTRACTOR] cannot deliver or install as scheduled due to delays on BWL’s part, those delays will be charged at the current billable rate on an hourly or daily basis accordingly.

Upon BWL’s insurance of its purchase order and [CONTRACTOR]’s acceptance of same, this Agreement shall be deemed approved by each Party’s authorized representative and be effective upon each as of the date of [CONTRACTOR]’s acceptance.

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Exhibit A Terms & Conditions: Services

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Exhibit B

Statement of Work

To be completed after bidding process

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Exhibit C Change Order Example


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Exhibit D Schedule of Services


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Exhibit E Fee Schedule


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OTHER EXHIBITS MAY BE ADDED AS NECESSARY DURING BIDDING PROCESS

CONFIDENTIALITY AGREEMENT – DURING PUBLIC PROCUREMENT PROCESS

In consideration of the opportunity to have necessary and relevant information for the purposes of preparing a proposal and competing for a contract award, the sufficiency of which is acknowledged, Recipient, _______________________________________, agrees to keep certain information confidential, as follows:

1.) Confidential information is all information provided to the Recipient that is noted and clearly labeled confidential or proprietary. Oral or electronic information is also confidential if it is subsequently reduced to writing and marked as such. Information is not confidential if it is (a) publicly disclosed by the Lansing Board of Water and Light (BWL) through no act of Recipient, (b) received by Recipient from a third party who has the right to provide it, or (c) independently developed or known by Recipient before receipt.

2.) Recipient will keep the confidential information in confidence and, except as expressly provided in this or

another agreement between the parties, will not disclose it to anyone without the BWL’s prior written consent, or as otherwise required by law. Recipient will use its best efforts to avoid disclosure, dissemination, or unauthorized use of the confidential information, including limiting disclosure of the information to those of its employees having a need to know. Recipient will further advise those employees of the obligations of this agreement. Recipient will protect the information with the same degree of care that it uses with its own information of like importance, but in no event with less than a reasonable standard of care.

3.) If Recipient becomes legally obligated to disclose confidential information, Recipient will provide the BWL

prompt written notice so as to allow the BWL the opportunity to protect against the disclosure. Recipient will only disclose such information as is legally required and will use its reasonable best efforts to obtain confidential treatment for any confidential information so disclosed.

4.) Recipient shall promptly return all tangible material embodying confidential information (in any form

including, without limitation, all summaries, copies, and excerpts of confidential information) upon the earlier of (a) the completion or termination of the procurement consideration between the parties or (b) the BWL’s written request.

5.) This confidentiality agreement shall survive the termination of any other agreement between the parties for

a period of two years thereafter. To the extent there is no subsequent agreement follows, this confidentiality agreement shall last for approximately 6 years following the date of this agreement.

Dated:_____________________ By:_________________________________ ____________________________________ Name and Title

SWORN AND NOTARIZED AFFIDAVIT OF COMPLIANCE

IRAN ECONOMIC SANCTIONS ACT

Michigan Public Act No. 517 of 2012

All bidders must submit the following certification statement in compliance with Public Act No. 517 of 2012 (the “Iran Economic Sanctions Act”) and attach this form to the bid. The Lansing Board of Water & Light shall not accept any bid that does not include this sworn and notarized certification of statement.

The undersigned, the owner or authorized officer of (the Bidder), pursuant to the compliance certification requirement provided in the Lansing Board of Water & Light Request for Proposal, hereby certifies, represents and warrants that the Bidder (including its officers, directors and employees) is not an “Iran linked business” within the meaning of the Iran Economic Sanctions Act, and that in the event the Bidder is awarded a contract as a result of the aforementioned Request for Proposal, the Bidder will not become an “Iran linked business” at any time during the course of performing the work or any services under the contract.

The Bidder further acknowledges that any person who is found to have submitted a false certification is responsible for a civil penalty of not more than $250,000.00 or two (2) times the amount of the contract or proposed contract for which the false certification is made, whichever is greater, the cost of the Lansing Board of Water & Light’s investigation, and reasonable attorney fees, in addition to the fine. Moreover, any person who submitted a false certification shall be ineligible to bid on a Request for Proposal for three (3) years from the date it is determined that the person has submitted the false certification.

BIDDER

STATE OF

By:

Its:

Date:

)

COUNTY OF )

This instrument was acknowledged before me on the .

day of , 20 , by

, Notary Public

County,

My Commission Expires:

Acting in the County of: