Request for Proposal for Louisville Regional Airport · PDF file5.0 project specifications ... proposer’s experience and qualifications questionnaire ... human resource information

Request for Proposal for

Human Resource Information Software and Timekeeping Systems and Equipment (Procurement, Implementation and Support)

Issue Date: August 14, 2013

Submittal Date: September 4, 2013

Louisville Regional Airport Authority 4320 Park Boulevard

Louisville, KY 40209-1261 ATTN: Director of Purchasing

Request for Proposal – HRIS and Timekeeping Systems & Equipment

Louisville Regional Airport Authority (LRAA) Page 1

TABLE OF CONTENTS

1.0 INVITATION TO SUBMIT PROPOSALS ........................................................................................... 2

2.0 DEFINITION OF TERMS ..................................................................................................................... 4

3.0 INSTRUCTIONS TO PROPOSERS ...................................................................................................... 7

4.0 GENERAL CONDITIONS................................................................................................................... 13

5.0 PROJECT SPECIFICATIONS ............................................................................................................. 18

ATTACHMENT A: BID BOND ............................................................................................................... 24

ATTACHMENT B: PROPOSAL FORM .................................................................................................. 26

ATTACHMENT C: PROPOSERS AFFIDAVIT ...................................................................................... 28

ATACHMENT D: ACKNOWLEDGEMENT .......................................................................................... 29

ATTACHMENT E: PROPOSER’S EXPERIENCE AND QUALIFICATIONS QUESTIONNAIRE .... 32

ATTACHMENT F: STATEMENT OF QUALIFICATIONS AND EXPERIENCE................................. 36

ATTACHMENT G: FINANCIAL INFORMATION ................................................................................ 38

ATTACHMENT H: FUNCTIONAL QUESTIONNARIRE ..................................................................... 39

ATTACHMENT I: PRICING WORKSHEET .......................................................................................... 44

ATTACHMENT J: STATEMENT OF ACCURACY .............................................................................. 47

ATTACHMENT K: DRAFT AGREEMENT ........................................................................................... 48

ATTACHMENT L: PERFORMANCE BOND …………………………………………………………………………………….61



1.0 INVITATION TO SUBMIT PROPOSALS Sealed Proposals shall be received at the Office of the Director of Purchasing, Louisville Regional Airport Authority (the “Authority”), 4320 Park Boulevard, Louisville, Kentucky 40209, until and not later than 2:00 p.m., local time, on September 4, 2013 for the following:

HUMAN RESOURCE INFORMATION SYSTEM (HRIS) AND TIMEKEEPING SYSTEMS & EQUIPMENT

LOUISVILLE REGIONAL AIRPORT AUTHORITY

The Authority is soliciting proposals for a qualified proposer to enter into an Agreement for the right and privilege, with certain exceptions, to install and maintain an HRIS and Timekeeping System and Equipment (the “System”) on the Authority’s internal computer network or in an externally hosted environment. The System must contain the following functions:

Employee Data and Tracking, including compensation and benefits. Time and Labor Tracking including payroll and appropriate taxing. Performance Management Learning Management Employee Self Service Job Requisition and Applicant Tracking Benefit open enrollment Ability to integrate with benefit providers for enrollment, changes, and payment. Ability to integrate with other applications such as training or various job posting sites. Extensive reporting capabilities Designated supervisor access to team information User training, system support and technical repair and assistance. System updates, including those needed to comply with legal mandates.

Timekeeping equipment must include the following:

Collect real-time data from all Authority facilities through use of a proximity or comparable reader.

Data must integrate with HRIS and payroll systems. Equipment and accompanying software must be able to capture 24 hour shifts (greater

than 24 hour shift preferred). Extensive reporting capabilities. Designated supervisor access to team information. User training, system support and technical repair and assistance. System/equipment updates, including those needed to comply with legal mandates.



The Proposal Documents, including Instructions to Proposers, General Conditions, Proposal Form, Proposer’s Questionnaire, and form of Agreement, may be obtained at the Authority’s website, www.flylouisville.com or by fax request to the Purchasing Department, (502) 380-8270 beginning August 14, 2013. Each sealed Proposal shall be accompanied by an irrevocable Bank Letter of Credit or satisfactory Surety Bond in a sum not less than $2,500.00, payable without condition to the Louisville Regional Airport Authority, to guarantee that if the Proposer’s offer results in an Award, the Proposer will enter into the Agreement within 30 Calendar Days after the Agreement is given to said successful Proposer for execution. The Authority reserves the right, to the extent the Authority deems necessary or desirable in its sole judgment, to waive any informality or irregularity in any Proposal, Bank Letter of Credit or Surety Bond, to negotiate for the modification of any Proposal, to accept that Proposal which, in the Authority’s sole judgment, is deemed the most desirable and advantageous to the Authority, to reject any and all Proposals, or to re-advertise for Proposals. All prospective Proposers are requested to contact John T. Middleton, C.P.M., Director of Purchasing, with all questions and/or requests, telephone (502) 380-8307.

John T. Middleton, C.P.M. Director of Purchasing

Advertised: The Courier-Journal The Louisville Defender



2.0 DEFINITION OF TERMS I) Whenever the following terms are used in these Proposal Documents, or in any other

documents or instruments pertaining to the HRIS and Timekeeping System and Equipment (the “System”) where these specifications govern, the intent and meaning shall be interpreted as follows:

A) ADVERTISEMENT. The Notice to Submit Proposals inviting Proposals for the System

to be awarded.

B) AGREEMENT. The document to be entered into by the Authority and the Company and also called HRIS and Timekeeping System and Equipment Agreement, which together with the Proposal Documents, contemplates and includes permission for the Company to install and maintain the System on the Authority’s internal computer network under the terms and conditions expressly set forth therein.

C) AGREEMENT DOCUMENTS. All written material covering the System to be installed. The Agreement Documents shall include, but not be limited to, the following: Notice to Submit Proposals, Invitation to Submit Proposals, Definition of Terms, Instructions to Proposers, General Conditions, Proposal Form, Proposer’s Experience and Qualifications Questionnaire, Performance Bond, insurance certificate(s), any addenda, the Agreement, and all attachments and exhibits thereto.

D) AIRPORT. Airport means any and all property and improvements owned, leased,

operated, or controlled by the Authority, which, for the purposes of these Proposal Documents, shall mean Louisville International Airport and Bowman Field, Louisville, Kentucky.

E) AIRSIDE BUILDING. The facility on the Airport used for the enplaning and deplaning

of airline passengers.

F) AUTHORITY. The Louisville Regional Airport Authority acting through its duly authorized representative.

G) AWARD. The acceptance, by the Authority, through formal action of its Board, of the

successful Proposer’s offer to install and maintain the System.

H) BANK LETTER OF CREDIT. The irrevocable letter of credit issued by a commercial bank, and in a form, satisfactory to the Authority in its sole discretion, drawable in Jefferson County, Kentucky, and issued for the account of the Authority and provided in lieu of a Surety Bond.

I) CALENDAR DAY. Every day shown on the calendar, including Saturdays, Sundays,

and holidays.



J) COMPANY. The individual, partnership, joint venture, firm, unincorporated entity or corporation to which the Award is made and which is liable for installing and operating the System in conformance with the Agreement Documents.

K) LANDSIDE BUILDING. That facility on the Airport used primarily for airline ticketing activities, passenger baggage claim and principal passenger convenience concessions and services.

L) LRAA. Abbreviation for the Louisville Regional Airport Authority.

M) PERFORMANCE BOND. The approved form of security furnished by the Company, or its Surety, as a guaranty that the Company will provide, install and maintain the System in accordance with the terms of the Proposal or Agreement Documents.

N) PROPOSAL. All required submissions contained in the written offer of the Proposer,

submitted on the attached Proposal Form, to provide, install and maintain the System in accordance with the provisions of the Proposal Documents.

O) PROPOSAL DOCUMENTS. Shall be defined and have the same meaning as Agreement

Documents.

P) PROPOSER. Any individual, partnership, firm, joint venture, firm or corporation, acting directly or through a duly authorized representative, which submits a Proposal for the provision, installation, and maintenance of the System herein offered.

Q) SPECIFICATIONS. A part of the Proposal Documents or Agreement Documents which

contain the written directions and requirements for qualifying for the Award and providing, installing, and maintaining the System.

R) SURETY: The corporation, partnership, or individual, other than the Company,

executing the bonds which are required to be furnished to the Authority by the Company hereunder. Surety shall be licensed to do business in the Commonwealth of Kentucky.

S) SURETY BOND. The bond described in the Invitation to Submit Proposals, and

elsewhere herein, which is submitted with a Proposal, to assure the faithful execution of an Agreement by the successful Proposer.

T) SYSTEM. An electronic system that serves as the central hub for various human resource related functions.

U) TERMINAL AREA. The part of the Airport on which the Landside Building and Airside

Building are located and including the Airport driveways, service courts and service roads.



V) WRITTEN NOTICE. All notices required by the Proposal Documents or Agreement Documents shall be in writing and shall be sufficient, and shall be deemed received on the date delivered, if hand delivered, or the day after depositing with an overnight courier service, or three days after mailing if sent by certified or registered mail, postage prepaid, by one party to the other at such receiving party’s principal place of business address known to the party giving the notice.

II) Whenever, in these Proposal Documents or Agreement Documents, the words “directed”, “required”, “permitted”, “ordered”, “designated”, “prescribed”, or words of the like import are used, it shall be understood that the direction, requirement, permission, order, designation, or prescription of the Authority is intended; and similarly, the words “approved”, “acceptable”, “satisfactory”, or words of like import, shall mean approved by, acceptable to, or satisfactory to, the Authority.

III) Whenever the words “he, his, him”, etc., are used in these Proposal or Agreement Documents

it shall be understood that such words mean male, female, or any impersonal business entity. IV) Any reference to specific requirements of a numbered Section, Subsection, Paragraph or

Subparagraph of the Proposal or Agreement Documents, or a cited standard in the Specifications, shall be interpreted to include all general requirements of the entire Section, Subsection, Paragraph, Subparagraph, or any Specification item or cited standard, which may be pertinent to such specific reference



3.0 INSTRUCTIONS TO PROPOSERS

I) INVESTIGATION OF CONDITIONS. The submission of a Proposal shall constitute conclusive evidence that the Proposer has investigated all technical specifications, site conditions, the manner and environment in which the System will be provided and maintained and is aware of circumstances, procedures, and requirements affecting the System to be provided and maintained. The attention of the Proposer is specifically directed to, and Proposer will be conclusively presumed to have read and become familiar with, all Proposal Documents. No claim for adjustment of the provisions of the Agreement Documents, and particularly of the Fees to be paid to the Authority, shall be honored, after the Agreement has been executed by both parties, on the ground that Proposers were not fully informed as to the conditions which do or could exist.

II) PROPOSAL REQUIREMENTS. Proposals not conforming with the following

requirements may be rejected:

A) The Proposal Form and all other information required by the Proposal Documents must be submitted in a sealed envelope clearly addressed and identified as follows: Louisville Regional Airport Authority Attn: Director of Purchasing PROPOSAL FOR HRIS AND TIMEKEEPING SYSTEMS AND EQUIPMENT If mailed by regular mail, the sealed envelope containing the Proposal Form and addressed as specified above shall be in an outer envelope addressed to: Louisville Regional Airport Authority Attn: Director of Purchasing P.O. Box 9129 Louisville, Kentucky 40209-0129 If sent by overnight courier service or hand-delivered, the sealed envelope containing the Proposal Form and addressed as specified above shall be in an outer envelope addressed to: Louisville Regional Airport Authority Attn: Director of Purchasing 4320 Park Boulevard Louisville, Kentucky 40209

B) Proposals must be submitted on the Proposal Form provided as part of the Proposal Documents. The following documents and/or information must be included with each proposal.



1) Bid Bond (Attachment A) 2) Proposal Form (Attachment B) 3) Proposal Affidavit (Attachment C) 4) Acknowledgement - Statutory Short Forms (Attachment D) 5) Proposer Experience and Qualifications Questionnaire (Attachment E) 6) Statement of Qualifications and Experience (Attachment F) 7) Financial Information (Attachment G) 8) Functional Questionnaire (Attachment H) 9) Pricing Worksheet (Attachment I) 10) Statement of Accuracy (Attachment J) 11) Project Timeline (Form to be determined by bidder) 12) Draft Agreement (Attachment K) – Please review and include comments with your

proposal submission.

C) Under Kentucky's Open Records Act, the Proposal submitted in response to this solicitation will be subject to inspection by the public, unless an exception to the Open Records Act applies. KRS 61.878(1)(c)(1) excludes from the Act's disclosure requirements "records confidentially disclosed to an agency…generally recognized as confidential or proprietary, which if openly disclosed would permit an unfair commercial advantage to competitors of the entity that disclosed the records." If Proposers response to this solicitation contains information Proposer deems as confidential or proprietary, Proposal shall clearly mark the pages containing such information as "CONFIDENTIAL" or "PROPRIETARY." Proposers may not classify an entire Proposal as proprietary or confidential. Proposers’ classifications of information as confidential or proprietary will not be binding upon the Authority.

D) Answers to questions in the Proposal Form shall include all necessary information, which accurately represents the Proposer’s capabilities, general descriptions of the proposed service, as well as any other pertinent information. All attachments shall be organized chronologically and labeled clearly. Omission of any necessary material may be cause for dismissal of the proposal.

E) All proposals must comply in their entirety with the proposal specifications and plans.

F) A Proposer’s standard form agreement will not be accepted and may be cause for rejection of the Proposer’s proposal should it choose to substitute it for the Draft Agreement contained within this document.

G) Proposer warrants that the System and the related services will conform to its proposal’s description and any applicable specifications shall be of good quality and for the known purpose for which it is intended. This warranty is in addition to any standard warranty or service guarantee given by the Proposer to the Authority.



H) Proposer must submit, among other things, a statement of its experience in the operation of the System for airports or other users and a current financial statement, as required in the Questionnaire, provided as a part of the Proposal Documents.

I) Proposer must furnish all additional data, exhibits or statements that it deems essential and pertinent to assure total understanding and evaluation of its Proposal by the Authority.

J) Proposals must be submitted in such manner as to make them complete and free from ambiguity, without alterations or erasures, all blank spaces on the Proposal Form filled in and the Proposal Form properly signed by the Proposer or Proposer’s legally authorized officer or agent.

K) Each Proposal shall be accompanied by a Bank Letter of Credit or Surety Bond payable without condition to the Louisville Regional Airport Authority in the amount of $2,500.00 and drawable in Jefferson County, Kentucky. This Bank Letter of Credit or Surety Bond will be delivered to the Authority as a guarantee that if the Proposal is accepted, an Agreement will be entered into within 30 days after an Agreement, ready for execution, is given to the successful Proposer by the Authority. Such Bank Letter of Credit or Surety Bond shall be drawn against by the Authority, and the amount so drawn shall constitute the agreed amount of liquidated damages if the successful Proposer fails to enter into the Agreement within the stipulated time. The Bank Letter of Credit or Surety Bond of the successful Proposer shall be returned upon receipt of a fully executed Agreement and any required bonds as specified in these Proposal Documents. Surety of unsuccessful Proposers will be returned within 90 days after the successful Proposer has been issued notice of the Award. Proposers shall use the attachment in Attachment A for this requirement.

L) Proposers must sign and have notarized, the "Proposers Affidavit" which is a part of the Proposal Form. This affidavit covers non-collusion and non-conflict of interest. Any Proposal that does not include the properly executed affidavit will be declared invalid.

M) Proposer must submit four copies of its Proposal with one being the “Original” and labeled as such.

N) Where signatures are required in the Proposal or Proposal Forms, black ink shall not be used.

III) REJECTION OR ACCEPTANCE OF PROPOSALS. At any time, up to the hour and date set for receipt of Proposals, Proposer may withdraw its Proposal. After the scheduled time for receipt of Proposals, Proposer will not be permitted to withdraw its Proposal and the submission of a Proposal will constitute a continuing offer to the Authority, for a period of 120 Calendar Days following the due date for Proposals which offer may be accepted by the Authority at any time during such 120 day period by the delivery of an Agreement ready for execution. The Authority reserves the right to waive any informality or irregularity in any Proposal, Bank Letter of Credit or Surety



Bond, to negotiate for the modification of any Proposal, to accept that Proposal which, in the Authority’s sole judgment, is deemed the most desirable and advantageous to the Authority even if such Proposal does not offer the highest monetary return to the Authority, to reject any and all Proposals, or to re-advertise for Proposals, to such extent as the Authority, in its sole opinion, deems necessary or desirable. Any Proposal that is incomplete, conditional, ambiguous, obscure or which contains additions or alterations not called for, or irregularities of any kind, may be rejected for such reason or reasons. If a successful Proposer refuses to enter into an Agreement within 30 Calendar Days after the Agreement, ready for signing, is delivered to the successful Proposer for execution, the right is reserved to accept the Proposal of any other qualified Proposer that submitted a bona fide Proposal in response to this Proposal Document, without readvertisement.

IV) DISQUALIFICATION OF PROPOSAL. Any of the following causes may be

considered as sufficient for the disqualification of a Proposer and the rejection of a Proposal until the Agreement is signed by the Authority:

A) Submission of more than one Proposal hereunder by an individual, firm, joint venture,

unincorporated identity, or corporation under the same or different names;

B) Failure to submit required Surety Bond or Bank Letter of Credit;

C) Evidence of collusion among Proposers or other Proposer impropriety;

D) A Proposer’s default or arrearage under any previous or existing agreement with the Authority;

E) Existence of any unresolved claims between the Proposer and the Authority; or

F) A Proposer’s default or arrearage under any other previous or existing agreement for the operation of a System with anyone other than the Authority.

V) INCOMPLETE PROPOSALS. The Authority may consider incomplete any Proposal not prepared and submitted in accordance with the provisions of these Proposal Documents. Any alteration, omission, or addition to the Proposal Form or any unauthorized conditions, limitations or provisions attached to a Proposal may render it incomplete and may be sufficient cause for its rejection. The Authority may also consider the Proposal incomplete and may reject it if:

A) The Proposal Form furnished herein is not used or is altered;

B) There are alternate Proposals not called for or irregularities of any kind that may tend to

make the Proposal indefinite or ambiguous or,

C) Any documents necessary for Proposal purposes are not complete, are improperly executed or are missing.



VI) NOTICE OF AWARD. It is anticipated that the Authority will give notice of the

Award to the successful Proposer within 60 Calendar Days after the Proposals are received. However, the Authority reserves a period of 120 Calendar Days after such receipt during which time notice of the award may be given. Proposer to whom the Contract is Awarded shall, within 30 days of the date of delivery by the Authority of the Agreement ready for signing, deliver the Agreement to the Authority fully executed, along with the Performance Bond. All such documents must be executed and delivered by the Proposer and approved by the Authority before services may commence. The Authority reserves the right to cancel the Award without liability, except for the return of the Bank Letter of Credit or Surety Bond to the Proposer, at any time before the Agreement has been fully executed by both parties. By way of illustration and not imitation, failure on the part of the successful Proposer, to whom an award has been issued, to execute and deliver the Agreement and other documents required above within 30 days after the date of the Agreement, ready for execution, is delivered to such successful Proposer by the Authority, shall be just cause for cancellation of the Award by the Authority and shall give the Authority the right to present and draw against the Bank Letter of Credit or to make demand upon the Surety Bond, not as a penalty but in liquidation of damages sustained. The Award may be made to another qualified Proposer, or all Proposals rejected, in the Authority’s sole discretion.

VII) EXPLANATION WRITTEN AND ORAL. Should there be any doubts as to the

meaning or content of these Proposal Documents, the Proposer shall at once notify John T. Middleton, C.P.M., Director of Purchasing, in writing, Louisville Regional Airport Authority, P.O. Box 9129, Louisville, KY 40209, or by Fax (502) 380-8270 by the close of the business day, August 20, 2013. Corrections, changes or clarification, if required, will be made in written addenda to all who have received the Proposal Documents. The Authority will not be responsible for any oral instructions, interpretations or explanations.

VIII) “NO CONTACT POLICY”

A. No Unauthorized Contact by Bidders. Upon the advertisement or other publication of any request for proposals (“RFP”), request for qualifications (‘RFQ”), invitation for bids, or other procurement and during the evaluation period for the same:

There shall be no communication or contact initiated by bidders, potential bidders, proposers, potential proposers, responders or potential responders or their representatives (collectively, “bidders”) directed at members of the Authority’s board, its employees, its consultants, or its other representatives concerning the subject of the procurement process, except as permitted by the Authority’s published RFP, RFQ, invitation for bid, or other procurement documents.



B. Unrelated Contact. If the Authority currently contracts with a bidder, this policy shall not prohibit communications between the Authority and the other party to the extent they relate to the existing contract and not the ongoing procurement process.

C. Contact by the Authority. This policy shall not prohibit Authority employees or representatives from contacting a bidder for the purpose of obtaining further information.

D. Policy Violations. The Authority may reject a bid, proposal, or response in the event of any violation of this policy.

IX) NON-MANDATORY PRE-PROPOSAL MEETING AND SITE INSPECTION. On August 21, 2013 at 2:00 p.m. in the Conference Room of the Maintenance Administration and Support Services Building, 4320 Park Boulevard, Louisville, Kentucky 40209, a Non-mandatory Pre-Proposal meeting and Site Inspection will be convened. At the meeting, representatives of the Authority will be present to answer any questions. Any oral interpretations given at that time will be binding upon the Authority only if subsequently confirmed in writing by the Authority. A toll-free telephone conference line is provided for those who cannot be present in person. {1-877-873-8018, enter code number 5032672#}



4.0 GENERAL CONDITIONS I) GENERAL DESCRIPTION. The Authority intends to grant to a qualified and responsible

Proposer (the “Company”) the right and privilege, to install the System and maintain on the Authority’s internal computer network or externally, beginning on the effective date of the Agreement, generally upon the conditions contained in the Agreement attached hereto, to which reference is made.

II) SYSTEM CONCEPT. - The Authority desires to have a System installed on the Authority’s

internal computer network or on an external network by a responsible Proposer to provide software applications, implementation and installation services, training, data conversion, go-live support and on-going support services associated with implementing a solution to address the identified requirements listed in the specifications attached to this document. Timekeeping equipment will be installed in Authority facilities and integrate with the System.

III) PROPOSER QUALIFICATIONS. Each Proposer shall, at the time a Proposal is submitted,

furnish the Authority satisfactory evidence of its competency to install and operate the System. Such evidence of competency, unless otherwise specified, shall consist of statements covering the Proposer’s past experience installing and operating similar Systems, current operations, and a list of key personnel that will be available and their experience. In addition, each Proposer shall, at the same time, furnish the Authority satisfactory evidence of its financial responsibility and viability. Such evidence of financial responsibility, unless otherwise specified, shall consist of a confidential statement or report of the Proposer’s financial resources and liabilities as of the last calendar year or the Proposer’s last fiscal year. At the time of submitting such financial statements or reports, the Proposer shall further certify that its financial responsibility is approximately the same, or better, at the time the Proposal is submitted. If the Proposer’s financial responsibility had changed, the Proposer shall qualify the statement or report to reflect Proposer’s true financial condition at the time such statement or report is submitted to the Authority. In order to be considered qualified to install the System hereunder, each Proposer must meet the following minimum qualifications:

A) Must have successfully operated and maintained the proposed System for not less than

five (5) years.

B) Must be able to provide proof of the skill, experience and financial backing necessary to install and maintain the System.

C) It is mandatory that the individual, partnership, joint venture, unincorporated entity or

corporation submitting a Proposal itself, either as presently constituted or existing as a result of some business reorganization, have the above minimum qualifications and if



such is found not to be the case, any Proposal submitted by such individual, partnership, joint venture, unincorporated entity or corporation will be rejected. In the case of a Proposal submitted by a partnership or joint venture, at least one of the general partners thereof or one of the constituent members of such joint venture must possess said minimum qualifications.

IV) EVALUATION OF PROPOSALS. Each Proposal received will be fully evaluated on the

basis of qualifications and criteria and factors deemed by the Authority to be of importance and consequence for the installation and operating the System. The determining criteria and factors to be considered in the evaluation of Proposals will include, but not necessarily be limited to the following, listed in no particular order:

A) Compliance with all requirements of the RFP as detailed in the specifications attached to

this document.

B) Up-Front and on-going costs and resources associated with installing and supporting the system. Payment options associated with the installation and support of the solution will also be considered.

C) Proposer’s overall experience in the services to be provided;

D) The compatibility of the System to the Airport’s internal computer network, hardware

and its users;

E) Compatibility of the System to the Airport’s vendors such as benefit providers or recruitment websites.

F) Proposer’s installation and implementation strategy;

G) Proposers financial condition;

H) Proposer’s Project Team Leader(s) and experience (include resume); and

I) Proposer’s commitment to excellence of service and operation.

V) BASIS FOR AWARD. The Authority will make the Award to the Proposer, who, in the

Authority’s sole judgment, is determined to be the best qualified and responsible Proposer and whose Proposal, in the Authority’s sole judgment, is deemed the most desirable and advantageous to the Authority, even if such Proposal does not offer the highest monetary return to the Authority. The Award is expected to be made within 90 Calendar Days after the opening of Proposals, but in no case will an Award be made until the financial responsibility, operational ability, and standards of the successful Proposer have been investigated and found by the Authority, in the Authority’s sole discretion, to provide adequate assurance of the Proposer’s ability to fulfill the terms of the Agreement. The Authority reserves the right to waive any formality or irregularity in any Proposal, Bank Letter of Credit or Surety Bond,



to reject any or all Proposals or to negotiate for the modification of any Proposal with its Proposer. Submission of a Proposal shall obligate the Proposer to enter into an Agreement with the Authority in accordance with the accepted Proposal and these Agreement Documents. It is specifically understood that the Authority may accept any Proposal in its entirety without negotiation, and the Proposer shall be obligated to enter into an Agreement with the Authority reflecting that Proposal.

VI) GENERAL INFORMATION. The following general conditions relate to the submission of

Proposals and any Award to be made as a result thereof:

A) The Agreement, if it be Awarded, shall be Awarded by the Authority in response to the Proposal offered by a responsible and qualified Proposer who, in the Authority’s sole opinion, best meets all of the goals and requirements stated elsewhere in these Proposal Documents. Responsibility and qualification of Proposers shall be determined by the Authority in its sole judgment from the information furnished by the Proposer as well as from any other sources determined to be appropriate by the Authority. An Award will not be made until after such investigations as are deemed appropriate are made regarding the experience, financial responsibility, and other qualifications of the Proposer.

B) The Authority shall not be obligated to respond to any Proposal submitted nor shall the

Authority be legally bound in any manner whatsoever by the submission of a Proposal by any Proposer.

C) Any Agreement arising out of any Proposal submitted hereunder, and any negotiations

that may follow, shall not be binding or valid against the Authority, its officers, employees or agents unless executed by the Authority and the Company in accordance with applicable laws.

D) Statistical information contained in these Proposal Documents is for information

purposes only. The Authority is not responsible for any inaccuracies or interpretations of said data.

E) Attorneys-in-fact who sign Surety Bonds and Performance Bonds must file with such

bonds a certified copy of their power of attorney to sign such bonds.

F) The Authority specifically reserves the right, in its sole discretion, to reject any and all Proposals and reserves the right to waive technicalities if such waiver is deemed by the Authority, in its sole discretion, to be in the best interests of the Authority.

G) Insurance Requirements: The Company agrees to indemnify and save the Authority, its

officers, agents and employees harmless from any liabilities, including, but not limited to, claims, judgments, fines, costs and attorneys’ fees, to persons or property resulting from or arising out of the conduct of the Agreement or providing of Services hereunder by the Company; and further agrees to carry and furnish the Authority a certificate of general liability insurance and automobile liability insurance, in single limit amounts not less than $1,000,000.00 for damage to property or injury to persons resulting from any one



accident, in a company or companies acceptable to the Authority, in which policy the Authority shall be named as an additional insured, and the Company shall furnish satisfactory evidence that such insurance is in effect and shall not be cancelled on less than 30 days prior written notice of such cancellation to the Authority. Statutory limits for Worker’s Compensation and Employer’s Liability insurance applies. Professional Liability (Errors and Omissions) insurance is required in a single limit amount of not less than $1,000,000.00.

H) Performance Bond: The company shall, upon being awarded the bid, before

commencement of this Agreement, furnish the Authority a Performance Bond in the amount of $______ (100% of bid price). The Performance Bond shall be given by the Company, at the Company’s sole expense, to assure and guarantee the performance by the Company of all its obligations under the Agreement, and shall not be cancelled on less than 30 days written notice to the Authority.

Attorneys-in-fact who sign Performance Bonds must file with such bonds, a certified copy of their power-of-attorney to sign such bonds. A resident Kentucky agent of the Surety, with proof of agency, must countersign all bonds. Attachment B shall be used for this purpose. (Proposer shall use Attachment B for this requirement).

I) THE ATTACHED DRAFT OF AGREEMENT (ATTACHMENT K) IS THE FORM OF AGREEMENT THAT WILL BE EXECUTED BY THE PARTIES. ANY REQUESTED CHANGES TO THIS FORM OF AGREEMENT MUST BE SUBMITTED IN WRITING TO THE AUTHORITY ON OR BEFORE THE DUE DATE FOR SUCH PROPOSED CHANGES SET FORTH IN SECTION VII OF THE INSTRUCTIONS TO PROPOSERS ENTITLED “EXPLAINATION WRITTEN AND ORAL.” ALL POTENTIAL PROPOSERS SHALL BE NOTIFIED OF ANY PROPOSED CHANGES THAT ARE ACCEPTED BY THE AUTHORITY THROUGH AN ADDENDUM TO THE PROPOSAL DOCUMENTS, AND SUCH CHANGES SHALL BE INCLUDED IN THE AGREEMENT THAT SHALL BE EXECUTED BY THE SUCCESSFUL PROPOSER. IN THE EVENT NO PROPOSED CHANGES ARE SUBMITTED, OR THE PROPOSED CHANGES SUBMITTED ARE NOT ACCEPTED BY THE AUTHORITY AND SET FORTH IN AN ADDENDUM TO THE PROPOSAL DOCUMENTS, THEN THE FORM OF AGREEMENT AS ORIGINALLY PROPOSED BY THE AUTHORITY SHALL BE EXECUTED BY THE SUCCESSFUL PROPOSER. NOTWITHSTANDING THE FOREGOING, THE AUTHORITY SHALL HAVE THE RIGHT TO MAKE NONMATERIAL CHANGES TO THE AGREEMENT UP TO THE DATE OF EXECUTION BY BOTH PARTIES, AND SHALL ALSO HAVE THE RIGHT TO INSERT THE NAME OF THE SUCCESSFUL PROPOSER AND THE APPLICABLE COMPENSATION.

VII) COMMENCEMENT OF OPERATIONS. The Company shall work closely with the

Authority’s Project Team Leader(s) to develop an implementation schedule for the installation and training of the System and the individual module(s) to be installed. Such



implementation schedule shall be designed to cause as little disruption and inconvenience as possible to users of the current System.



5.0 PROJECT SPECIFICATIONS 5.1 - Project Background The Louisville Regional Airport Authority (LRAA) uses ADP for HRIS and payroll processing, TimeKron for labor timekeeping, and SoftPro for managing accrued and various leave times. In addition, the LRAA uses KWANTEK for recruiting, direct enrollment and payment feeds to our benefit providers, and other auxiliary applications to support the daily business. The ADP application is difficult to integrate with the main ERP system (Oracle), resulting in many manual processes and systems and impeding the LRAA’s ability to take advantage of newer technology. TimeKron and SoftPro do not fully integrate with ADP. Current integration results in some manual processes as well as a discrepancy in how hours are calculated. Current time clocks do not function at one of the LRAA facilities (Bowman Field). Tracking of 24 hour schedules is problematic if the employee exceeds 23.75 thresholds. Supervisory users must access three systems to track employee data. Employees do not have access to view labor tracking data remotely. The LRAA has decided to move forward with replacement of the System. The LRAA employees approximately 200 full-time and part-time employees. Employees are paid on a biweekly basis and are considered either hourly or salaried. Several different work schedules (including 5/8, 24/48, and as needed) are utilized depending on the department. Overtime is accrued in accordance with the Fair Labor Standards Act, and as otherwise permitted through LRAA policy (e.g. holidays, vacation, floating holidays, management leave, bereavement, and jury duty are treated as hours worked). Employees report to work at several facilities across airport property. In addition, the LRAA has three different levels of part-time employees that will require tracking and reporting mechanisms to manage scheduling. 5.2 - Goals and Objectives The overall goal of this project is to implement an integrated system that will allow the LRAA to efficiently operate in its existing business climate while putting it in a position to take advantage of existing and future technology to enhance business operations. The key objectives associated with the transition to a new System are: Solution Revitalization — Increase functional and technical efficiencies and reduce

operational risk through implementation of a solution with long-term product vision and technological capabilities and standards in line with current product trends.

Process Improvement — Leverage capabilities of new system to improve and streamline

processes, while allowing the LRAA to introduce new processes and procedures such as employee self-service.



Complement Existing Infrastructure — Implement a solution that complements the existing LRAA organization. The new system should be easily maintained, both functionally and technically, and should fit into the existing IT infrastructure with minimal changes.

5.3 - Scope of Project 5.3.1 – Scope Overview The LRAA HR/Timekeeping Project will focus on the functionality, processes and procedures that are considered core to the HR and Finance Departments. Vendors are invited to submit proposals for new solutions to the LRAA. Each proposal should address software applications, implementation services, training, data conversion, go-live support and on-going support services associated with implementing an HR and Timekeeping solution to address the identified requirements listed below.

Employee Data and Tracking, including compensation and benefits. Time and Labor Tracking, including the ability to electronically receive time information

from time clocks. Performance Management Learning Management Employee Self Service Job Requisition and Applicant Tracking Ability to integrate with other applications, various benefit provider sites such as Mercer,

and various job posting sites. Administrator and supervisory remote access capabilities desired.

It should be noted that elements of the System must be compatible with interfacing to the Oracle EBS v 12.1.1 system. LRAA will consider internal and external hosting arrangements, but would prefer an externally hosted ASP model. Vendors providing options in hosting services are requested to provide product and cost proposals for internally and externally hosted solutions. It is assumed that the existing time clocks will not be compatible with the new solution. Vendors should include pricing for seven time clocks and any other hardware that may be required to support the solution. 5.3.2 – Vendor Expectations The chosen vendor will be called upon to work with the assigned LRAA Project Team Leader(s) in the design and implementation of the chosen solution. The selected vendors will be expected to provide resources to support the activities required to successfully deploy the new System. Such activities include, but are not limited to:



1) Process Design — Assistance in the development of to-be processes and procedures that consider application capabilities and industry best practices.

2) Data Conversion — Management and execution of data conversion activities, including

definition of conversion strategies, definition of key data, development of tools to extract data from the existing system and development of tools to import data into the new system.

3) Installation and Configuration — Definition, installation and configuration of new hardware

and software required to support the solution. Note that this includes servers, time clocks and any other items that may be required to support the system.

4) Customization and Integration — Definition, design and building of customizations and

interfaces required to support the solution. Currently scoped integrations include:

a) Job and application data between Louisville Works (or other job site) and the Sytem. b) Time worked from auxiliary or web based time clock. c) Time worked to ADP or other payroll application. d) Employee data and benefit elections to benefit providers.

5) Training — Development and delivery of technical and functional training materials, under

the guidance of assigned LRAA personnel. 6) Testing — Development of modular and integrated testing plans and scripts, under the

guidance of assigned LRAA personnel. Assist users in the execution of tests and resolution of issues.

7) Post-Implementation Support — Provide post-activation technical and functional support as

needed or requested the System.

5.3.3 – Resourcing Expectations LRAA resources will not be fully dedicated to the project. Functional Experts provided by the chosen vendor will work with LRAA Process Experts in the definition and creation of implementation tools such as configuration templates, testing materials and training materials. Functional Experts will be responsible for the development and maintenance of the tools based on input provided by the assigned LRAA staff. LRAA staff will be expected to execute defined testing plans and participate in delivery of training. 5.3.4 – Subcontractors The primary vendor will assume responsibility for all business relationships associated with subcontractors proposed for this project. Contractual agreements between the LRAA and the primary vendor will apply to the subcontractor through the primary vendor including maintenance of the System. The primary vendor will be the point of contact for matters associated with or impacting the subcontractor. Primary vendors will be required to provide



Statements of Qualification for each subcontractor. Each subcontractor will be required to adhere to and provide proof of insurance provisions as outlined in the Request for Proposal documents. 5.3.5 - Anticipated Project Timeline The following is the currently proposed project timeline for selection and implementation activities. Note that this is subject to change. DATE EVENT August 14, 2013 RFP is released August 26, 2013 Questions due August 28, 2013 Responses to questions distributed. September 4, 2013 Vendor proposals due at 2:00 PM EST. September 19, 2013 Select Vendor October 1, 2013 Implementation kick-off October 2013 – December 2013 Finalize Project Plan

Process definition. Application configuration Testing Training

January 2014 Go-Live Post Implementation Support

5.4 - Organizational Overview 5.4.1 – Organizational Summary The Louisville Regional Airport Authority (LRAA) is an independent public agency governed by an eleven-member Board of Directors composed of leading public officials and private citizens. The Authority, or LRAA, is primarily responsible for: Planning, constructing and operating the Louisville International Airport and Bowman Field

in a timely and cost effective manner;

Enhancing the quality and quantity of air service to Kentucky and Southern Indiana;

Working closely with various government agencies in the identification and implementation of economic development initiatives; and

Working closely with the surrounding community to be sensitive and responsive to the impact of the airport operations on the general public.

The Authority's airports serve a large portion of Kentucky and Southern Indiana by providing the people and businesses of this region entry to the international air transportation system. As such,



these airports are an integral and dynamic element in the economic welfare of the region. Operating for many years on a self-sustaining basis, the Authority pursues its objectives by employing a professional staff and by working closely with the traveling public, various levels of government, the airlines and a variety of other groups whose goals are to serve the best interests of the community at large. The LRAA supports employment of over 64,000 individuals by providing facilities and services to support various businesses operating on airport-owned properties, including UPS. The Louisville International Airport serves over 3.6 million passengers annually. Louisville International ranks third in North America — and seventh in the world — in the total amount of cargo handled as home of UPS's international air-sorting hub. The airport handled 4.8 billion pounds of cargo, freight and mail in 2012. 5.4.2 –User Profile and Business Applications The Oracle EBS supports the majority of core LRAA business functions to some degree. The system is used directly to support core Financial, Purchasing, Maintenance and Properties functions. Key employee data used by Human Resources is tracked in ADP, TimeKron, and SoftPro as well. MS Office tools such as ACCESS, EXCEL and Project are used to track various pieces of information for Properties, Purchasing, Engineering and Human Resources. ADP, TimeKron and SoftPro are used to support Payroll, Benefits, time collection and time tracking functionalities, respectively. These applications are not integrated with Oracle EBS resulting in multiple points of collection and entry of duplicate information. The new System should be able to integrate with, if not completely replace, these applications. The LRAA currently employs approximately 200 people. The existing Oracle EBS supports seventy-three users, four of whom focus on HR related issues. System administrators and supervisory personnel have designated access to TimeKron and SoftPro where they are able enter notes concerning time-off and edit timesheets. 5.4.3 – IT Infrastructure A local area network supports users at six physical sites: the LRAA Administration Building, the Maintenance Building, the Terminal Building, the Airport Operations Center, the Parking Building and Bowman Field. Users access Oracle EBS through individually assigned personal computers (PC) connecting via Windows Terminal Services. The make and model of each PC will vary. Each PC runs Windows 7. MS Office applications are installed and run locally on each machine. Various documents, databases and reports are stored on various network file servers.





ATTACHMENT A: BID BOND

Louisville Regional Airport Authority BID BOND

KNOW ALL MEN BY THESE PRESENTS, that we the undersigned (Contractor, mailing address) , as Principal (hereinafter called the “Principal”), and (Surety, mailing address) , as Surety (hereinafter called the “Surety”), are held and firmly bound unto Louisville Regional Airport Authority, P.O. Box 9129, Louisville, Kentucky, 40209 (hereinafter called the “Obligee”), in the sum of $2,500.00 Dollars, for the payment of which we jointly and severally bind ourselves, our heirs, executors, administrators, successors and assigns to enter into a contract with the Obligee and furnish all required bonds, insurance certificates and other documents, all within the times specified in, and otherwise in accordance with the terms of the Bid submitted to the Obligee, attached hereto and made a part hereof, for the Construction of (Project Description, location): _____________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ NOW THEREFORE, the condition of this obligation is such that:

a) If the Obligee shall reject the Bid of the Principal, then the obligations hereunder shall be null and void; or

b) If the Obligee shall issue a Notice of Award to the Principal and the Principal shall enter

into a Contract with the Obligee, shall furnish a Performance Bond for the faithful performance of the Principal’s obligation to complete the project and a Payment Bond for the faithful performance by the Principal of its obligation to pay all its obligations to all entities performing labor or furnishing materials in connection with the contract, all in accordance with the terms of the Bid,

THEN, the obligation hereunder shall be null and void, otherwise it shall remain in full force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall in no event exceed the sum of this obligation as stated herein. The Surety, for value received hereby stipulates and agrees that the obligation of said Surety and its bond shall be in no way impaired or affected by any extension of the time within which the Obligee may accept such bid; and said Surety does hereby waive notice of any such extension.



IN WITNESS WHEREOF, the Principal and Surety have signed and sealed, and such of them as are corporations have caused their corporate seals to be affixed hereto and signed by their proper officers. Signed and sealed this day of . Witness Principal (Title) Witness Surety (Title) IMPORTANT: Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570, as amended) and be authorized to transact business in Kentucky. If the Principal is a Partnership, all partners must execute the Bonds.



ATTACHMENT B: PROPOSAL FORM

HRIS and TIMEKEEPING EQUIPMENT SYSTEMS and EQUIPMENT AT

LOUISVILLE REGIONAL AIRPORT AUTHORITY LOUISVILLE, KENTUCKY

I) The undersigned, having fully examined all the Proposal Documents for the Award of an

Agreement for the installation of the System described therein and having become familiar with the specifications, requirements and procedures herefor, hereby proposes and offers to perform all obligations associated with the requirements outlined within the documents attached to this proposal and the related request for proposal document.

II) Questionnaires and Financial Statement: There is attached hereto the completed Proposer's

Experience and Qualification Questionnaire, Attachment E, Statement of Qualifications and Experience, Attachment F, Financial Information, Statement G, and Functional Questionnaire, Attachment H, as required by the Authority, stating the Proposer's experience in the conduct of providing, installing and maintaining a System, financial statement, prepared in accordance with generally accepted accounting principles, and other evidence of ability to provide the System satisfactorily, that Proposer certifies fully meets or exceeds all standards and criteria established by the Authority, as set forth in the Proposal Documents, for providing such System.

III) Other Evaluation Information and Data. In addition to the information required in

paragraphs I and II above, Proposer also submits, as an attachment hereto, all other data necessary to evaluate this Proposal, which shall include, but not be limited to, the following:

A) Compliance with all requirements of the RFP as detailed in the specifications attached to

this document.

B) Up-Front and on-going costs and resources associated with installing and supporting the System. Payment options associated with the installation and support of the solution will also be considered.

C) Proposer’s overall experience in the services to be provided;

D) The compatibility of the System to the Airport’s internal computer network, hardware

and its users;

E) Proposer’s installation and implementation strategy;

F) Proposer’s financial condition;



G) Proposer’s Project Team Leader(s) and experience (include resume); and

H) Proposer’s commitment to excellence of service, technical and user support, and

operation. IV) Proposal Documents: The undersigned hereby acknowledges receipt of copies of the

Proposal Documents for the System, acknowledges that the same have been reviewed prior to the execution of this Proposal, by the undersigned, who has become thoroughly familiar therewith. The undersigned further acknowledges the right of the Authority to reject any and all Proposals submitted.

V) Addenda: The undersigned acknowledges receipt of Addenda as listed below and represents

that any additions or modification to, or deletions from, the conditions, provisions, or services called for in these Addenda, are included in the Proposal. If no Addenda have been received write “None.”

Addendum No. Date

VI) Affidavit. Attached hereto is the executed and notarized Proposer's Affidavit as required in

the Instructions to Proposers. Dated at___________________________this______day of__________________, 2013. Signed By

Proposer

Witness

Signature

Signature

Printed Name

Printed Name

Printed Title

Printed Title

Company

Company



ATTACHMENT C: PROPOSERS AFFIDAVIT

HRIS AND TIMEKEEPING SYSTEMS AND EQUIPMENT State of ) SS: County of ) Affiant, ___________________________________________________, being first duly sworn, deposes and says: (1) Affiant does hereby state that neither the Proposer nor any of Proposer's officers, partners, owners, agents, representatives, employees, or parties in interest, has in any way colluded, conspired, or agreed, directly or indirectly with any person, firm, corporation or other Proposer or potential Proposer in regard to the amount, terms or conditions of this Proposal and has not paid or agreed to pay, directly or indirectly any person, firm, corporation or other Proposer or potential Proposer any money or other valuable consideration for assistance in procuring or attempting to procure the System and has not agreed, directly or indirectly, with any person, firm, corporation or other Proposer or potential Proposer to fix the prices in the attached Proposal or the Proposal of any other Proposer, and further states that no such money or other reward will be hereinafter paid. (2) Affiant further states that it has neither recommended or suggested to the Authority, or any of its members, officers or employees, any of the terms or provisions set forth in the Proposal Documents, except at a meeting open to all interested Proposers, of which proper notice was given. (3) Affiant further states that no officer, or stockholder, or other owner of the Proposer is a member of the Authority or its staff, or related to any members of the Authority or its staff, except as noted herein below: ______________________________________________________________________________ ______________________________________________________________________________

Signed:

Title



ATACHMENT D: ACKNOWLEDGEMENT (Statutory Short Forms)

1. For a corporation:

STATE OF ________________________

COUNTY OF ______________________

The foregoing instrument was subscribed, sworn to, and acknowledged

before me this __________ day of ___________________________, 2013, by

______________________________ of ________________________________ (Name and title of officer or agent) (Corporation)

a ______________________________ corporation, on behalf of the corporation. (Where incorporated)

Signature of officer or agent

Notary Public My commission expires:

2. For a partnership:

STATE OF ________________________

COUNTY OF ______________________

The foregoing instrument was subscribed, sworn to, and acknowledged

before me this __________ day of ___________________________, 2013, by _________________________________, partner (or agent) on behalf of

(Acknowledging partner or agent)

________________________________, a partnership. (Name of partnership)




Notary Public My commission expires:

3. For a joint venture:

STATE OF ________________________

COUNTY OF ______________________ The foregoing instrument was subscribed, sworn to, and acknowledged before

me this _________ day of __________________________, 2013, by

_________________________________, of , (Name and title of officer or agent) (Joint Venture)

on behalf of the joint venture.


Notary Public

My commission expires: 4. For a limited liability company:

STATE OF ________________________


me this _________ day of __________________________, 2013, by

_________________________________, of , (Name and title of officer or agent) (Limited Liability Company)

A limited liability company, on behalf of the Company

___________________________ State of Creation


Notary Public



My commission expires: 5. For an individual acting in his own right:

STATE OF ________________________


me this _________ day of __________________________, 2013, by

_________________________________. (Person acknowledging)


Notary Public

My commission expires:



ATTACHMENT E: PROPOSER’S EXPERIENCE AND QUALIFICATIONS QUESTIONNAIRE

The Proposer hereby certifies the truth and correctness of all statements and of all answers to questions herein. Omissions, inaccuracy, or misstatement may be cause for rejection of a Proposal. All information requested in this questionnaire must be furnished by the Proposer and must be submitted with the Proposal. Statements must be complete, accurate and in the form requested. If more space is necessary for answering any of the questions in this questionnaire, use the reverse side of the pertinent page or additional sheets as required. 1. Name, address, contact information and company website of Proposer exactly as it should

appear on the Agreement. ________________________________________________________________________

___________________________________________________________________________________________________________________________________________________________________________________________________________________

2. Address of Proposer, if different from above, for purposes of notice or other communication

relating to the Proposal and the Sytem. (If Proposer is other than an individual, provide the name of an individual who has authority to communicate and act on behalf of Proposer):

_________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ ____________________________________________________________________ Telephone Number _________________________ Fax Number ______________________________ E-mail Address _____________________________ 3. Proposer intends to provide and maintain the System with which this Proposal is

concerned as a Sole Proprietorship ( ); Partnership ( ); Corporation ( ); Limited Liability Company ( ); Joint Venture ( );

or_______________________________________________________________________ Explain: __________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ 4. If Proposer is a franchisee or licensee of a national firm, Proposer should also provide

information for such parent or authorizing firm, as appropriate, as is required to be furnished by the Proposer on the following pages.

________________________________________________________________________



________________________________________________________________________

CORPORATION STATEMENT

If a corporation, answer the following:

1. When incorporated? _____________________________________________

2. Where incorporated (state)? _______________________________________

3. Is the corporation authorized to do business in Kentucky?

Yes ( ) No ( )

If so, as of what date? ____________________________________

4. Furnish the following information on the principal officers of the corporation.

NAME TITLE ADDRESS

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

PARTNERSHIP STATEMENT

If a partnership, answer the following:

1. Date of Organization __________________________________________

2. General Partnership ( ) Limited Partnership ( )

3. Has the partnership done business in Kentucky?

Yes ( ) No ( )

4. Name and address of each general partner:

NAME ADDRESS

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________



LIMITED LIABILITY COMPANY STATEMENT

If a limited liability company, answer the following:

1. When established? __________________________________________

2. Where established (state)? _______________________________________

3. Is the company authorized to do business in Kentucky?

Yes ( ) No ( )

If so, as of what date? ____________________________________

4. Furnish the following information on the members of the limited liability company.

NAME TITLE ADDRESS

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

JOINT VENTURE STATEMENT

(If a Joint Venture Provide Above Information For Each Venturer)

If a joint venture, answer the following:

1. Date of Organization __________________________________________

2. Has the Joint Venture done business in Kentucky?

Yes ( ) No ( )

When? ________________________________________________

3. Name and address of each Joint Venturer:

Name Address

____________________________________________________________

____________________________________________________________

____________________________________________________________

____________________________________________________________

____________________________________________________________

____________________________________________________________



SOLE PROPRIETORSHIP

If Sole Proprietorship, furnish the following:

Proprietor's Name in Full _________________________________________

Address ______________________________________________________

Company Name ________________________________________________

Company Address ________________________________________________

How long in business under this Company name? ________________________



ATTACHMENT F: STATEMENT OF QUALIFICATIONS AND EXPERIENCE

General Information: 1) Name of Proposer ______________________________________________________ Address ____________________________________________________________ ____________________________________________________________ Telephone ____________________________________________________________ Fax ____________________________________________________________ 2) Attach a brief narrative addressing the following:

a) Brief description of offered product lines and services and core industries supported. b) Organizational overview including number of people per service line or department. c) Indicate date founded or established. d) Business progression including history of ownership, mergers, key strategic partnerships

and other key business events. e) Identify key office locations and the core activities carried out at each location. f) Key business partnerships or alliances

3) Number of years Proposer has been engaged in the business of providing, installing and maintaining the Systems, _____. Indicate beginning and ending year ________________.

4) What is the nature of your experience in the business of providing, installing and maintaining the Systems, and state the number of persons you presently employ in such business. (Attach answer).

5) Submit a list of locations, including airports, where you have provided Systems, including dates

and modules installed. (Attach answers).

6) Give names, addresses, and telephone numbers for customers, preferably airports, if any, for not less than two, if applicable, operations listed in paragraph 5 above.

________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ 7) Give name, location and dates of Systems contracts, if any, that have been terminated within

the past 5 years either voluntarily or involuntarily, prior to the expiration of their term and also list any judgments terminating, or any pending lawsuits for the termination of a System provided by you within the past 5 years.

________________________________________________________________________ ________________________________________________________________________



________________________________________________________________________ _______________________________________________________________________ 8) Names and experience of key personnel: TITLE NAME EXPERIENCE ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ 9) Total number of personnel proposed to be employed in installing and maintaining the

Systems. Total of all other proposed personnel. ____________________________________________________________________

10) List Banking References (including full address, telephone number and name of account

representative): ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________

11) Give names and addresses of at least four references, two references as to your financial

ability and two as to your technical ability to carry on the business. Reference letters from responsible persons may be submitted. (Attach answer)

12) Provide a project timeline to support your proposal.

13) Other information Proposer may wish to furnish:

________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________



ATTACHMENT G: FINANCIAL INFORMATION 1. FINANCIAL STATEMENTS: Submit a Balance Sheet and an Income Statement prepared in accordance with generally

accepted accounting principles, reflecting your current financial condition. In addition, submit a copy of your last annual report prepared by an independent accountant who is not a regular employee of the Proposer. (Please attach).

2. SURETY INFORMATION Have you ever had a bond or surety cancelled or forfeited?

Yes ( ) No ( )

If yes, state name of bonding company, date, amount of bond and reason for such

cancellation or forfeiture.

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

3. BANKRUPTCY INFORMATION:

Have you ever been declared bankrupt? Yes ( ) No ( )

If yes, state date, court jurisdiction, amount of liabilities and amount of assets.

___________________________________________________________________

___________________________________________________________________

___________________________________________________________________

__________________________________________________________________

______________________________________________________________

Request for Proposal – HRIS and Timekeeping Systems and Equipment


ATTACHMENT H: FUNCTIONAL QUESTIONNARIRE The following is a list of attributes by functional area desired for the solution. Proposers are requested to: 1) Review each attribute. 2) Indicate the level to which the proposed solution supports the attribute by placing an X in the appropriate box:

A) Supports Out of Box B) Supports with Custom Coding C) Supports through Partner Solution D) Does not Support

3) Note the software application and version that is proposed to support the attribute.

ID ATTRIBUTE SUPPORTS OUT OF

BOX

SUPPORTS WITH CUSTOM CODING

(EXPLAIN IN COMMENTS)

SUPPORTS THROUGH PARTNER SOLUTION

(EXPLAIN IN COMMENTS)

DOES NOT SUPPORT

PROPOSED APPLICATION AND VERSION

COMMENTS

H001 Job requisition functionality including ability to create new position and facilitate approval process, including electronic notifications of actions required and actions taken.

H002 Robust employee database capturing general employee information such as name, address, phone, gender, race, hire date, termination date, job title, pay rate, job category and department.

H003 Clear history of compensation and job history (promotions) for each employee.

H004 Ability to link or attach documents to employee files or other HR records and transactions.

H005 Ability to restrict access to certain employee information in all areas of the system. Specifically pay rates which may be viewed in when completing work orders.

H006 Module to track safety incidents in general. Should include



identification if incident, actions required and actions taken. H007 Module supporting employee performance reviews

including notification of time, document completion and approval. Module supporting employee disciplinary or reward tracking and history.

H008 Ability to track training data such as classes and training hours for each employee. Ability to capture results of tests measuring knowledge of topics covered.

H009 Ability to retain historical data with time worked and leave time

H010 Audit trail capabilities to see any and all changes, holds original data and names the user modifying or viewing an item

H011 Ability to track compensation elections such as health coverage and 401K compensations in HR. Integration to Mercer (or other system) for automatic transfer of information between systems.

H012 Ability to access benefits sites and documents from the employee files in the HR application..

H013 Ability to electronically transfer information between benefits website to ADP (or other payroll application) and/or ERP. This includes but is not limited to time worked, employee data, and compensation and benefit elections

H014 Robust reporting capabilities using accurate, up-to-the-minute data within multiple standard reports or through a report writer allowing adhoc creation

H015 Ability to integrate employee data, time and attendance data with other applications such as ADP and Oracle.



H016 Must capture time and integrate to payroll system seamlessly

H017 Must support multiple work schedules, especially the 24 hour shift

H018 Must support hourly and salary compensations with the ability to categorize employees as different groups (full time, part time, temporary, etc.)

H019 Allow for unlimited different pay and attendance rules and policies to support each group using the same system.

H020 Allow for configuration of automated overtime rules for inclusion and exclusion of non-worked hours pay codes in timecard.

H021 Allow employees to submit time off requests electronically and supervisors to act on those requests electronically as well.

H022 Ability to configure error codes according to LRAA policy.

H023 See/flag time or policy errors on screen with valid solution, acknowledgement and comment entry,

H024 Support unlimited different pay codes and accruals including codes for vacation, sick leave, leave without pay, bereavement leave, workers compensation leave, military leaver, FMLA leave, jury duty, etc.

H025 Message system (s) for manager and employee information or exchange (e.g. messages displayed on the time capturing device)

H026 Unlimited shift schedule definition and assignment or no schedule assigned.

H027 Support different early and late clock in/out rounding or no rounding as may be required.

H028 Robust and configurable levels of security for supervisors and employees (an employee can view time but can’t edit, etc)

H029 Time capturing devices should include clocks with audible sound for successful or unsuccessful punch as well as a PC based/web clock offering

H030 Ability for supervisors to manually



enter time for an employee working offsite

H031 Time capturing devices must not have to be polled

H032 Payroll service should be able to process, print and deliver checks/direct deposit stubs within 48 hours of time submission

H033 Check stubs must show employee name, department, rates, hours worked, and earnings appearing by type of earnings, deductions itemized with descriptions, payroll taxes and non-statutory deductions taken with each pay period, and current ytd wage and tax information

H034 Ability to process and file all taxes and deposits required for federal, state and local taxes and reporting quarterly of those taxes and deposits

H035 Provide a number of reports including a payroll register, payroll distribution report, deduction register, compensated balance report for accrual annual leave, year to date report all sorted by employee within department sequence and include distribution of wages and deductions to general ledger accounts where applicable.

H036 Ability to export distribution of wages and deductions to general ledger accounts to Excel or Oracle for electronic upload

H037 Ability to calculate accruals based on a complex set of qualifiers, each different for each group of employees

H038 Process required garnishments payable to agencies and individuals as specified in the employee record

H039 W-2 processing as required by law available to employees in paper and electronic form and reported to federal agencies as required

H040 System must be operable 24 hours a day, 7 days a week, 365 days a year

H040 Include support 24/7/365 for system administrators

H041 Ability to facility benefit enrollment and upload/download data to benefit providers

H042 Robust reporting for HR,



Timekeeping and Payroll applications

H043 Compatibility w/ Microsoft Office applications for download/upload of data

Hl044 Module supporting employee disciplinary or reward tracking and history.

H045 Robust compensation tracking to include pay structure, individual and job group updates, and accommodate multiple pay plans.

H046 Self service options to accommodate remote view of individual/personal information and electronic request for time off.

H047 Robust FMLA, Worker’s compensation and LTD leave tracking and reporting capabilities.



ATTACHMENT I: PRICING WORKSHEET

Instructions

Complete one pricing worksheet for each pricing scenario that you are proposing. Each worksheet includes a set of assumptions, a cost summary and detailed breakdown. Be sure to clearly note the version and description in the “Assumptions” section for each pricing scenario proposed. Proposals incorporating alternate compensation terms such as amortized licensing and implementation costs, leasing arrangements or annual discounts for lump sum payments are encouraged. Include the terms and timing for payment “cycle/due” column in the detailed cost tables below. Also detail payment terms and alternate payment options in the “Payment Terms and Options” section in the “Assumptions” section of the costing worksheet.

Assumptions

VENDOR NAME:

QUOTATION VERSION AND DESCRIPTION:

ARE LEASING ARRANGEMENTS AVAILIABLE?

YES: NO:

ARE LEASING ARRANGMENTS ASSUMED IN THIS QUOTE:

YES: NO:

TYPE OF BID: (TIME AND MATERIALS/FIXED BID/NOT TO EXCEED)

HOSTING LOCATION: (LRAA/ HOSTING SERVICE PROVIDER/OTHER)

HOSTING ARRANGEMENT: (MULTI- OR SINGLE TENANT)

NUMBER OF USERS:

NUMBER AND TYPES OF LICENSES: (CONCURRENT/NAMED/OTHER)

PAYMENT TERMS AND OPTIONS (Detail payment terms of the costing proposal for each cost component. Include alternate payment options

such as amortized licensing and implementation costs, application leasing arrangements or discounts for costs



paid up-front.)

SOFTWARE:

HARDWARE:

HOSTING:

SERVICES:

COMMENTS:

COMMENTS & OTHER ASSUMPTIONS

Cost Summary

COST COMPONENT UP-FRONT

INVESTMENT

RECURRING COSTS

(ANNUAL) COMMENTS

SOFTWARE (LIST EACH APPLICATION BELOW)

TOTAL SOFTWARE

HARDWARE (Include types of hardware in comments)

HOSTING

SERVICES



COST COMPONENT UP-FRONT

INVESTMENT

RECURRING COSTS

(ANNUAL) COMMENTS

ANNUAL LICENSE & MAINTENANCE COST

ANNUAL EQUIPMENT MAINTENANCE COST

TOTAL



ATTACHMENT J: STATEMENT OF ACCURACY

The undersigned hereby attest to the truth and accuracy of all statements, answers and representations made in this Questionnaire, including all supplementary statements attached hereto (individual, partner, joint venturer, or unincorporated entity authorized officer of corporation).

__________________________________ Title ______________________________

__________________________________ Title ______________________________

__________________________________ Title ______________________________

__________________________________ Title ______________________________

[SEAL]

Dated__________________________________, 2013



ATTACHMENT K: DRAFT AGREEMENT AGREEMENT

HRIS AND TIMEKEEPING SYSTEMS AND EQUIPMENT

FOR THE LOUISVILLE REGIONAL AIRPORT AUTHORITY

This Agreement (the “Agreement” or the “Contract”) is made, entered into and effective

as of _______________, 2013 (the “Effective Date”) by and between the LOUISVILLE REGIONAL AIRPORT AUTHORITY (the “Authority”) and ___________________ (the “Company”).

WITNESSETH:

The Company has expertise in the area of Human Resource Information, Payroll, and Timekeeping software programs, and the interfacing of time clock equipment with such programs, and the Authority is in need of such a program, including its installation and maintenance of the HRIS and Timekeeping Systems and Equipment (the “System”). The Authority desires to engage the Company’s services for the provision, installation and maintenance of the System, including the granting of any applicable licenses, and the Company desires to provide the System pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions, privileges, obligations and agreements herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Authority and the Company hereby mutually undertake, promise and agree, each for themselves, their successors and assigns as follows:

I. ENGAGEMENT OF THE COMPANY

1.1 The Company shall provide the System in accordance with the terms of this Agreement and the Agreement Documents (as the same are defined hereinafter) and at the Company’s sole expense. Any capitalized terms contained herein and not otherwise defined shall have the meaning ascribed thereto in the Agreement Documents.

1.2 The terms of the Agreement Documents and this Agreement shall supersede any contrary or inconsistent terms set forth on any purchase orders, invoices, confirmation and/or other similar documents. To the extent there is a conflict between the terms and conditions of this Agreement and anything contained within the Agreement Documents, this Agreement shall control.

1.3 The Agreement shall be binding upon execution by both parties and shall continue through such time as the System is successfully installed.. The Company shall maintain the System, as long as the Authority keeps the System under continuous maintenance coverage



offered by the Company. This Agreement will govern maintenance services purchased by the Authority from the Company and licenses provided by the Company.

1.4 The Company acts as an independent contractor in every respect and shall not hold itself out as, nor shall it be deemed, an agent, servant, or employee of the Authority. The selection, retention, assignment, direction and payment of the Company's employees and associates shall be the sole responsibility of the Company. The Authority shall not attempt to exercise any control over the daily performance of duties by the Company's employees. The Company agrees that its employees shall have no right to participate in any group, life, accident or health plan maintained by the Authority for its employees. The Company shall maintain all tax records for its employees who perform work pursuant to this Agreement, and the Company shall withhold and remit income taxes, federal insurance contribution act taxes and unemployment insurance taxes to the appropriate governmental agencies with respect to amounts paid by the Company to its employees for their work.

II. SCOPE OF WORK & SPECIFICATIONS

[TO BE AGREED UPON BY THE PARTIES IN ACCORDANCE WITH THE RFP

TECHNICAL SPECIFICATIONS]

III. COMPENSATION

3.1 In consideration of the System being provided and installed, the Authority shall pay to the Company for the initial set-up and install of the System according to the following schedule: [e.g., 1/3 by [date], 1/3 by [date], 1/3 upon the Completion Date defined as the total acceptance by the Authority]. Additionally, the Authority shall pay $ _____________ annually for a period of ______ years for maintenance and licensing fees as set forth in this Agreement. The total not-to-exceed amount under the Agreement shall be $__________. Upon receipt of approved invoices, the Authority’s payment terms are net 30 days.

3.2 Compensation paid hereunder includes all expenses of every kind and nature incurred by the Company for the Services.

3.3 The Authority is exempt from state and local taxes. Exemption Certificates will be furnished upon written request.

3.4 Invoice shall be directed to: Louisville Regional Airport Authority, ATTN: Accounts Payable, P.O. Box 9129, Louisville, Kentucky 40209-9129.

3.5 No price changes, additions, or subsequent qualifications will be honored during the course of the Contract without prior written consent of the Authority to the Company.



3.6 No payment shall bind the Authority to the acceptance of any goods or services in place as to quality or quantity until completion of the project has been satisfactorily acknowledged by the Authority.

3.7 The Authority may withhold payment, whole or in part, as a result of any loss resulting from:

a) Defective work not corrected. b) Failure of Company to make proper payment to partners, subcontractors or

others whose claim could result in liability of the Authority, or a charge against the Performance Bond.

c) Unsettled claims of another contractor arising out of work on or near the

Project.

d) A reasonable doubt that the project can or will be completed on time.

e) Failure of the Company to comply with contractual obiligations with the Authority.

3.8 Sixty days prior to the expiration of the warranty (effective___ years from date of total acceptance by the Authority) of the System, Company shall deliver to the Authority an invoice for annual maintenance coverage, renewal annually thereafter.

IV. INSURANCE REQUIREMENTS

4.1 The Company shall acquire and maintain all insurance specified hereunder through the term of this Agreement. Such insurance shall be underwritten and issued by a company rated “A-VII” or better by A.M. Best’s “Insurance Guide and Ratings” and the Company shall furnish certificates to the Authority that indicate such insurance is in effect and Company agrees such insurance will not be cancelled during the term of this Agreement except with not less than 30 days prior written notice of such cancellation to the Authority. Approval of the insurance by the Authority shall not relieve or decrease the liability of the Company and the Company shall obtain such approval prior to commencement of Services. 4.2 Worker’s Compensation and Employer’s Liability: The statutory limits for Company’s employees engaged in work under this Agreement shall apply. 4.3 Professional Liability (Errors and Omissions): This insurance shall provide coverage for

errors or omissions on the part of Company arising out of, or resulting from, the performance of this Agreement in the single limit amount of not less than $1,000,000. Company will ensure same coverage is in effect for any sub-contractors utilize during the project and coverage for Company and sub-contractors will remain in effect for two years after completion of the project.



4.4 Liability Insurance: The Company agrees to carry and furnish the Authority a certificate(s) of public liability insurance in the amount of $1,000,000.00 and automobile liability insurance in the amount of $1,000,000.00, in single limit amounts for damage to property or injury to persons resulting from any one accident, in a company or companies acceptable to the Authority, in which policy the Authority shall be named as an additional insured, and the Company shall furnish satisfactory evidence that such insurance is in effect and shall not be cancelled on less than 30 days prior written notice of such cancellation to the Authority. 4.5 Cyber Liability. The Contractor shall provide coverage to include security and privacy liability in combined single limits of not less than $2,000,000 per occurrence. {This will apply only if the hosting option is selected by the Authority]

4.6 The Authority shall not be liable for any damage either to person or property, sustained by the Company or by other persons due to the Airport or any improvements thereon or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of an accident in or about the airport, or due to any act or neglect of any tenant or occupant of the airport, or of any other person, except to the extent caused by the sole negligence of the Authority. Without limiting the generality of the foregoing, the Authority shall not be liable for damage caused by water, steam, sewerage, gas, bursting or leaking of pipes or plumbing or electrical causes, or the negligence of contractors, employees, agents, or licensees of the Authority, unless the damage is proved to be the result of sole negligence of the Authority.

V. PERFORMANCE BOND

5.1 The Company shall, upon award of an Agreement, furnish the Authority a Performance Bond in an amount equal to $____________ (100 % of bid price) and with a surety and on a form acceptable to the Authority in its sole discretion, and compliant with the requirements contained in the Agreement Documents. The Performance Bond shall be given by the Company, at the Company’s sole expense, to assure and guarantee the performance by the Company of all its obligations under the Agreement, and shall not be cancelled on less than 30 days written notice to the Authority.

5.2 Attorneys-in-fact who sign Performance Bonds must file with such bonds a certified copy of their power of attorney to sign such bonds

VI. INDEMNIFICATION

The Company shall, and shall cause any subcontractor to, assume responsibility for loss or

damage to property or injury to persons resulting from, arising out of or associated with the System, as well as for any claims made by or on behalf of any Company or subcontractor agents, servants and employees arising out of their employment or work pertaining to the System. The Company shall, and shall cause any subcontractor at all times to indemnify and hold the Authority, its successors, officers, agents and employees harmless from and against any and all liabilities, demands, claims, suits, losses, damages, cause of action, fines or judgments, including those reasonable and necessary costs, attorney and witness fees and expenses incidental thereto,



arising out of, or in connection with the System rendered under the terms of this Agreement, except to the extent arising out of negligence or willful misconduct of the Authority, its officers, agents or employees. It is the intent of the parties that, where the negligence or willful misconduct of the Authority, its officers, agents or employees, is determined to have been contributory, the principles of comparative negligence as applied by the courts of the Commonwealth of Kentucky to matters governed by the substantive law of the Commonwealth of Kentucky shall be followed and each party shall bear the proportionate cost of any loss, damage or liability attributable to its own negligence or misconduct. This Section shall survive the termination or expiration of this Agreement. The parties hereto shall promptly report to the other any such claim or suit against either of them.

Company agrees: (a) to indemnify, defend and hold harmless the Authority, its successors, officers, agents and employees from and against all liabilities, demands, claims, suits, losses, damages, cause of action, fines or judgments, including those reasonable and necessary costs, attorney and witness fees and expenses incidental thereto, arising out of any suit, claim or action for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark, copyright or mask work right by reason of the manufacture, use or sale of the system contemplated herein, including infringement arising out of compliance with specifications furnished by the Authority, or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Company’s actions; (b) to waive any claim against the Authority under the Uniform Commercial Code or otherwise, including any hold harmless or similar claim, in any way related to a claim asserted against Company or the Authority for patent, trademark, copyright or mask work right infringement or the like, including claims arising out of compliance with specifications furnished by the Authority; and (c) to grant to the Authority a worldwide, nonexclusive, royalty-free, irrevocable license to repair and have repaired, to reconstruct and have reconstructed the sytem provided hereunder.

VII. PROPRIETARY RIGHTS

Company hereby grants or agrees to cause to be granted a nonassignable, nontransferable and nonexclusive license to use the System and related materials associated with the System in accordance with this Agreement.

VIII. TITLE

Company warrants title to the System. All materials, and any inventions (whether or not

patentable), works of authorship, trade secrets, ideas, concepts, trade names and trade or service marks (collectively “Inventions”) created or prepared for the Authority, shall belong exclusively to the Authority. Company hereby assigns all Inventions to the Authority and its assigns, except for any works for hire which do not require an assignment to vest ownership in the Authority. To the extent copyrights exist in any works of authorship, such works shall be deemed, to the extent legally permitted, to be works made for hire as that term is used in the Copyright Act of 1976. The Authority shall have the right, at the Authority’s option and expense, to seek protection by



obtaining patents, copyright registrations, trademark registrations, and/or other recordation, registrations, and filings related to proprietary or intellectual property rights. Company agrees at no charge to execute, and to cause its employees to execute, such documents including such further assignments, applications, and conveyances and to supply such information as the Authority shall request, in order to permit the Authority to protect, perfect, register, record and maintain its rights in the Inventions and effective ownership of them throughout the world.

IX. NO DISCRIMINATION IN EMPLOYMENT

1. During the performance of this Agreement, the Company, for itself, its assignees and successor interest, agrees as follows:

9.1 Compliance with Regulations. The Company shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereafter, the "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. 9.2 Nondiscrimination. The Company, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, national origin, sex or creed in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Company shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. 9.3 Solicitations for Subcontractors, including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Company for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor supplier shall be notified by the Company of the Company's obligations under this Agreement and the regulations relative to nondiscrimination on the grounds of race, color, national origin, sex or creed. 9.4 Information and Reports. The Company shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the Authority or the Federal Aviation Administration (the "FAA") to be the pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Company is in the exclusive possession of another who fails or refuses to furnish this information, the Company shall so certify to the Authority or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information.

9.5 Sanctions for Noncompliance. In the event of the Company’s noncompliance with the nondiscrimination provisions of this Agreement, the Authority shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to:



A. Withholding of payments to the Company under the Agreement until the Company complies, and /or B. Cancellation, termination, or suspension of the Agreement, in whole or in part. 9.6 Incorporation of Provisions. the Company shall include the provisions of paragraphs 9.1 through 9.5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Company shall take such action with respect to any subcontract or procurement as the Authority or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event the Company becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Company may request the Authority to enter into such litigation to protect the interests of the Authority and, in addition, the Company may request the United States to enter into such litigation to protect the interests of the United States. 9.7 General Civil Rights Provision. When applicable law requires, the Company shall comply with the following: the Company assures that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the Company or its transferee for the period during which Federal assistance is extended to the airport program except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases, this provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the Authority or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar Services or benefits; or (b) the period during which the Authority or any transferee retains ownership or possession of the property. As applicable, this provision binds the Company from the proposal solicitation period through the completion of this Agreement. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. 2. DISADVANTAGED BUSINESS ENTERPRISES It is the policy of the Authority to encourage contractors to take all reasonable and necessary steps to ensure that Disadvantaged Business Enterprises, as defined by the U.S. Department of Transportation in 49 C.F.R. § 26.5, have the maximum opportunity to compete for and perform all levels of subcontracts under agreements with the Authority. Consequently, the Company shall not discriminate on the basis of race, color, religion, sex, creed, handicap or national origin in the performance of this Agreement or award of subcontracts hereunder.

XI. TERMINATION

11.1 The Authority may terminate this Contract immediately for default by written notice to the Company of such termination if the Company performs in an unsatisfactory manner, or



fails to perform any provision of this Contract or otherwise violates any of the terms of the Agreement Documents. In the event of termination for default, the Authority shall have against the Company all remedies provided by law and equity

11.2 The Authority, at its sole option and discretion, may terminate or reduce the scope of work at any time, without any default on the part of the Company, by giving a written notice to the Company at least ten days prior to the effective date of termination or reduction in the scope of work as set forth in the notice.

11.3 In the event of full termination by the Authority, the Company shall terminate all work under the Contract to the extent and on the date specified in the notice of termination and until such date, to the extent stated in the notice of termination, shall be compensated only for such work as may be necessary as determined by the Authority’s representative in his sole discretion to preserve the work in progress and to protect materials, buildings and equipment.

11.4 In the event of partial termination or reduction in the scope of the work by the Authority, the Authority shall pay the Company for all work satisfactorily completed up to the effective date of partial termination or reduction in scope.

11.5 Anything in this Agreement or the Agreement Documents to the contrary notwithstanding, the Authority may immediately cancel this Agreement without liability to Company in the event of the happening of any of the following or any other comparable event: (a) insolvency of the Company; (b) filing of a voluntary petition in bankruptcy by Company; (c) filing of any involuntary petition in bankruptcy against Company; (d) appointment of a receiver or trustee for Company; (e) or execution of an assignment for the benefit of creditors by Company.

XII. NOTICE OF LABOR DISPUTES

In the event that the Company is put on notice or otherwise made aware of an actual or

potential labor dispute that delays or threatens to delay the provision of the System, the Company shall immediately and without delay notify the Authority in writing. Such notice shall include all relevant information covering such dispute and its background. In the event a labor dispute delays the System to an extent not acceptable to the Authority, the Authority reserves the right to cancel the Agreement, pay for any work provided to that point in time without additional cost or penalty to the Authority. Upon such cancellation, the Authority will proceed to find a replacement to provide the Services the Company had been awarded through this Contract.

XIII. CONFIDENTIAL INFORMATION

13.1 The Company shall regard as highly confidential all information regarding the Authority developed by or communicated to the Company or otherwise made known to it in the course of or in connection with its performance under this Agreement. The Company shall not, without the prior express and written consent of the Authority, make any oral or written disclosures of such confidential information, either during or after the term of this Agreement.



However, such information may be disclosed to employees of the Company and other authorized persons who may be designated to work with the Company in performing under this Agreement, provided such persons have a specific need to know such confidential information.

13.2 All documents, data, information contact lists, working papers, studies, surveys, drawings, plans, specifications, maps, photographs, reports, estimates, proof, images and all other related material procured or generated for or by the Company under or pursuant to this Agreement (collectively called the “Documents”), as well as the facts known and opinions held by the Company as a result of this engagement, shall be and remain confidential. All Documents shall be treated by the Company as privileged, confidential and proprietary communications, shall be protected from disclosure and shall not be made available to any individual or organization by the Company unless such release is authorized in writing by the Authority. The Company shall take all necessary steps to ensure that no information concerning any aspect of the Services is disclosed to any third party other than a duly authorized representative of the FAA (Federal Aviation Administration) or as otherwise required by applicable law or by a court order.

13.3 Company shall deliver over to the Authority all confidential information, including all Documents, at no additional cost or expense to the Authority on demand, but in no event later than upon final acceptance, or termination of this Agreement.

13.4 The Authority shall have access to any books, documents, papers and records of the Company which are directly pertinent to this Agreement for making audits, examinations, excerpts and transcriptions.

13.5 Company assumes all liability for unauthorized disclosure of confidential information or other violation of this Article by any of its officers, employees, agents, subcontractors and any other personnel performing work related to the Services.

XIV. WARRANTY

Company warrants that it will diligently perform its services to the highest degree of

workmanship and that all goods and services shall be free from defects in workmanship and material and shall be in conformity with specifications, drawings, samples, advertising materials, descriptions, or performance criteria referred to herein and in the Agreement Documents, and if of Company’s design, shall be free from design defects. Company further warrants that all goods shall be merchantable and that all goods and services shall be fit for the Authority’s particular purposes, if any, as have been made known to Company, and shall be safe and appropriate for the purpose for which goods or services of that kind are normally used. Company warrants that the goods, services and production, packaging, and delivery thereof shall be in compliance with all applicable federal, state and local laws, rules, regulations, ordinances, and orders.

Company further warrants that it has full power to enter into, and to perform fully pursuant to the provisions of this Agreement and that no goods or services or the provision, use or sale thereof shall in any way infringe upon or violate any rights of any party whether they be patent, trademark, trade secret, copyright, contractual, or otherwise.



All express warranties shall survive inspection, testing, and acceptance of the goods by the Authority and expiration or termination of this Agreement and shall be in addition to all warranties, express, implied, or statutory.

Company agrees, at its expense and at the Authority’s option, to defend or assist in the defense of any action against the Authority which action, in whole or in part, whether by way of claim, counterclaim, or defense, is based upon an alleged breach of any of Company’s warranties.

All warranties shall be construed as conditions as well as promises.

XV. MISCELLANEOUS

Notices. Notices to either party provided for herein shall be in writing and shall be

sufficient if hand-delivered, sent by courier, or sent by certified or registered mail, postage prepaid, addressed as follows:

To Authority: Louisville Regional Airport Authority

Attn: Purchasing & Procurement Department 4320 Park Boulevard

Louisville, Kentucky 40209-0129 To Company: ________________________ ________________________ ________________________

or to such other respective addresses as the parties may designate to each other in writing from time to time.

Compliance. In performing under this Agreement, both parties shall in all respects follow and comply with all applicable governmental laws, regulations, orders and other rules of duly constituted Authority.

No Assignment. The Company shall not assign, subcontract or transfer this Agreement or any part thereof, by operation of law or otherwise, or any services to be rendered by the Company hereunder, without the prior express written consent of the Authority.

Cumulative Remedies. Any and all remedies that are provided for in this Agreement shall be cumulative and in addition to any other remedies which are provided for in law or equity. No waiver or failure to act on the part of any party to this Agreement shall prevent such party from later exercising their rights under this Agreement.

Complete Agreement. This Agreement, together with the Agreement Documents, sets forth the entire agreement between the parties. This Agreement may not be changed, altered or amended except by a writing signed by both parties.



Complete Surrender. Upon the expiration or other termination of this Agreement, the rights of the Company to use the premises, facilities, rights, licenses and privileges herein granted shall cease and the Company shall forthwith, upon such expiration or termination, surrender the same.

Headings. The paragraph headings contained herein are solely for convenience and shall have no bearing upon the construction of any of the provisions hereof.

Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Kentucky without reference to its conflict of law principles.

Title and Risk of Loss. Title and risk of loss of or damage to any products transferred pursuant to this Agreement shall pass from the Company to the Authority when delivered to the Authority, except for loss or damage resulting from Company’s fault or negligence or failure to comply with Authority specifications. Passing of title upon such delivery shall not constitute acceptance of any products.

Compliance with Miscellaneous Kentucky Laws. During the performance of this Agreement, the Company and any subcontractor shall:

Reveal any final determination of a violation by the contractor or subcontractor within the previous five (5) year period pursuant to KRS Chapters 136, 139, 141, 337, 338, 341, and 342 that apply to the contractor or subcontractor; and

(b) Be in a continuous compliance with the provisions of KRS Chapters 136, 139,

141, 337, 338, 341, and 342 that apply to the contractor or subcontractor for the duration of the contract. A Company failure to reveal a final determination of a violation of KRS

Chapters 136, 139, 141, 337, 338, 341, and 342 or to comply with these statutes for the duration of the contract shall be grounds for the Authority’s:

Cancellation of the contract; and

(b) Disqualification of the Company from eligibility for future state contracts for a period of two years.

A subcontractor’s failure to reveal a final determination of a violation by

the subcontractor of KRS Chapters 136, 139, 141, 337, 338, 341, and 342 or to comply with these statutes for the duration of the contract shall be grounds for the local public agency’s disqualification of the subcontractor from eligibility for future contracts for a period of two (2) years.



XVI. INCORPORATION OF DOCUMENTS

The following documents are hereby incorporated by reference into this Agreement and shall be considered part hereof (the “Agreement Documents”):

1. Invitation to Submit Bid 2. Definition of Terms 3. Instructions to Bidders 4. General Conditions 5. Project Specification 6. Attachment A – Bid Bond 7. Attachment B – Proposal Form 8. Attachment C – Proposers Affidavit 9. Attachment D – Acknowledgement 10. Attachment E – Proposer’s Experience & Qualifications Questionnaire 11. Attachment F – Statement of Qualifications & Experience 12. Attachment H – Functional Questionnaire 13. Attachment I – Pricing Worksheet 14. Attachment J – Statement of Accuracy 15. Attachment K – Draft Agreement 16. Attachment L - Performance Bond 17. Insurance Certificate(s)



IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized officer on the date below, effective as of the Effective Date.

WITNESS: LOUISVILLE REGIONAL AIRPORT AUTHORITY

BY:

C. T. “Skip” Miller, A. A. E. Executive Director

WITNESS: (COMPANY) BY:

TITLE:

These Agreement Documents have been approved as to legality of form and content for the Authority by:

STITES & HARBISON, PLLC 400 West Market Street Suite 1800 Louisville, Kentucky 40202-3352



ATTACHMENT L

Louisville Regional Airport Authority

PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS, that we the undersigned (Contractor, mailing address) _________________________, as Principal (hereinafter called the “Principal”), and (Surety, mailing address) _________________________, as Surety (hereinafter called the “Surety”), are held and firmly bound unto Louisville Regional Airport Authority, P.O. Box 9129, Louisville, Kentucky, 40209 (hereinafter called the “Obligee”), in the sum of $______________ Dollars, (100% of total Proposal cost) for the payment of which we jointly and severally bind ourselves, our heirs, executors, administrators, successors and assigns by these presents. WHEREAS, the Principal has entered into a certain written Contract with the above-named Obligee dated , 20 ; a copy of said Contract is incorporated herein by reference and is made a part hereof as if fully copied herein. NOW THEREFORE, the condition of this obligation is such that if the Principal shall promptly and faithfully perform said Contract in accordance with its terms and conditions, then its obligation shall be null and void; otherwise it shall remain in full force and effect. In no event shall the Surety’s total obligation exceed the amount of this bond. The Surety hereby waives notice of any alteration or extension of the Contract, including but not limited to, contract price and/or time, made by the Obligee. 1. Whenever Principal shall be, and declared by the Obligee to be, in default under the Contract, the Surety may promptly remedy, at the Surety’s expense, the default, or shall promptly

1.1 Complete the Contract in accordance with its terms and conditions, or

1.2 Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and upon determination by the Obligee and Surety jointly of the lowest responsible bidder, arrange for a contract between such bidder and Obligee, and make available as Work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract price; but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term “balance of the contract price”, as used in this paragraph, shall mean the total amount payable by the Obligee to Principal under the Contract and any amendments thereto, less the amount properly paid by the Obligee to Principal.



2. Any suit under this bond must be instituted before the expiration of two (2) years after the date on which final payment under the Contract falls due. 3. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the heirs, executors, administrators or successors of the Obligee. Effective as of the day of , 2013 (must be effective as of a date not prior to the date of the Contract). In the presence of: (Seal) Witness Principal In the presence of: (Seal) Witness Surety IMPORTANT: Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570, as amended) and be authorized to transact business in Kentucky. If the Principal is a Partnership, all partners must execute the Bonds.