PHILADELPHIA GAS WORKS REQUEST FOR PROPOSALS FOR. VOICE OVER IP VoIP SOLUTION. Dated: October 29, 2013

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1 PHILADELPHIA GAS WORKS REQUEST FOR PROPOSALS FOR VOICE OVER IP VoIP SOLUTION Dated: October 29, 2013 RFP NO.: 28120

2 Table of Contents 1 THE SOLICITATION NOTICE TO PROPOSERS SCHEDULE OF EVENTS PROPOSAL REQUIREMENTS PROJECT DEFINITION AND REQUIREMENTS OVERVIEW SCOPE OF WORK TERM PROPOSAL PRICING PROPOSER/PERSONNEL MINIMUM REQUIREMENTS LICENSING INFORMATION/PRODUCT CONFIDENTIALITY MINORITY PARTICIPATION INSURANCE INDEMNIFICATION CERTIFICATE OF NON-INDEBTEDNESS NON-DISCRIMINATION MACBRIDE PRINCIPLES GOVERNING LAWS CERTAIN REQUIRED DISCLOSURES INSTRUCTIONS TO PROPOSERS PROPOSAL PREPARATION REQUIREMENTS DURATION OF PROPOSAL PROPOSER S RESPONSIBILITY PROPOSER INFORMATION PROPOSER QUALIFICATIONS STATEMENT BUSINESS EXPERIENCE FINANCIAL INFORMATION GENERAL LITIGATION DISCLOSURE BUSINESS ORGANIZATION STATEMENT WARRANTIES BY PROPOSER PROPOSAL EVALUATION, NEGOTIATION AND CONTRACT AWARD DISQUALIFICATION OF PROPOSERS QUALIFICATION OF PROPOSERS GENERAL RESERVATION OF RIGHTS AWARD Page 2 of 62

3 EXHIBIT 1. CONFIDENTILITY AGREEMENT ATTACHMENT A. AERIAL VIEW OF MONTGOMERY PLAZA ATTACHMENT O. DEMOGRAPHIC SURVEY ATTACHMENT P. REQUIRED DISCLOSURE Page 3 of 62

4 1 The Solicitation Notice to Proposers Notice is hereby given that Philadelphia Gas Works ( PGW ) will receive sealed proposals on or before November 22, 2013, 2:30 p.m. Eastern Time, at the PGW Supply Chain Department, 800 W. Montgomery Avenue, Philadelphia, Pennsylvania 19122, for PGW to replace its current AVAYA Definity telephone system with a Voice Over IP ( VOIP ) solution This document outlines PGW s objectives, describes the general characteristics of the services to be provided, and (without being exhaustive) outlines the principal obligations of PGW and the selected Proposer. Questions concerning this Request for Proposals shall be directed in writing towards Annie Wu, Buyer II, PGW Supply Chain Department, fax: , Annie.Wu@pgworks.com (with a copy to procurement@pgworks.com), or PGW Supply Chain Department, 800 W. Montgomery Avenue, Philadelphia, Pennsylvania Proposers may not contact other PGW personnel regarding this RFP. 1.1 Schedule of Events The projected schedule of events for this Request for Proposals is as follows: Issue Date of the RFP... October 29, 2013 Questions and requests for clarification or information must be received, in writing, at the office of the person listed above by 4:30 p.m. (EST)... November 5, 2013 Mandatory Meeting and Telephone Conference, 11:00 a.m. at 800 W. Montgomery Avenue... November 7, 2013 Proposal Submission Due Date Must be received, in writing, at the office of the person listed above by 2:30 p.m. (EST)... November 22, 2013 Finalist Presentations... At PGW's discretion. Notification Date... Upon Completion of the Selection Process Contract Start Date... As soon as possible after contract negotiation and execution The Mandatory Meeting and Telephone Conference is scheduled for 11:00 a.m. on November 7, 2013 to answer questions and requests for clarification. Proposers who choose to participate via conference call should dial as follows: Proposers dial as follows: , Access Code: After the submission of proposals, Page 4 of 62

5 PGW may select finalists for this RFP, who should be prepared to share a demonstration of their proposal and proposed VoIP solution. These dates are estimates only and PGW reserves the right to alter this schedule as it deems necessary or appropriate. 1.2 Proposal Requirements Proposals shall be accepted only from respondents ( Proposers ) who have: Obtained from PGW a complete set of Proposal Documents and any addenda thereto issued by PGW (sometimes referred to as the RFP ), consisting of the following five (5) sections, one (1) exhibit and seventeen (17) attachments: Sections: 1 The Solicitation Notice to Proposers 2 Project Definition and Requirements 3 Instructions to Proposers 4 Proposer Information 5 Proposal Evaluation, Negotiation and Contract Award Exhibits: 1 Confidentiality Agreement Attachments: A Aerial View of Montgomery Plaza B1 General Statistics of existing PBX* B2 General Calling Volumes on existing PBX* C CMS Reports* D PGW WAN Infrastructure* D1 LAN Switch details* E 911ETC Crisis Connect Data Flow* F CTI Integration* G Full Call Recording* H IVR Call Flow* I J IVR Configuration* Paging System* Page 5 of 62

6 K Aspect UIP Dialer* L Virtual Hold* M Compatibility Chart* N Pricing O Demographic Survey P Disclosure Form * To be provided after execution and delivery of Confidentiality Agreement Attended the Mandatory Meeting (or took part via teleconference); and Submitted a proposal pursuant to the instructions in this RFP as set forth in Section 3. In evaluating the proposals, PGW will consider the demonstrated experience and ability of the Proposer to deliver the proposed services, the scope and value of the proposed services, and the financial proposal of each Proposer as described in this RFP. PGW hereby solicits proposals in accordance with these Proposal Documents. Page 6 of 62

7 2 Project Definition and Requirements 2.1 Overview Overview of PGW PGW is a municipally-owned utility operated by the Philadelphia Facilities Management Corporation (hereafter referred to as PFMC ). The successful Proposer will enter into a negotiated contract with PGW by PFMC. PGW provides natural gas service to approximately 515,000 active accounts within the City of Philadelphia, using 6,000 miles of gas mains and services. PGW is the only utility currently distributing natural gas within the city of Philadelphia, and its mission is to provide safe, reliable natural gas service to the citizens of Philadelphia at a reasonable cost Background Information PGW s telephone system is a Definity G3Rv11from AVAYA. The system supports approximately 1,500 extensions and 2,300 digital and analog ports system wide. There are approximately 1,085 digital phones system-wide; all digital telephones are 6408 D+, 6416D+ or 6424D. There are also 190 Call Master IV which are used by the reps in the Call Center. Attachment B-1 provides details on the current and proposed requirements. All AVAYA systems, applications and equipment used at PGW are End of Life (EOL) and must be replaced including; Two (2) Definity G3Rv11 PBXs Automated Call Distribution System ( ACD ), Expert Agent Selection ( EAS ), and Service Observing. The ACD is licensed for 400 agents Two (2) Call Center Management Systems version 12 ( CMS ), a primary and a secondary system Intuity Map D 40 Voice Mail System has 1000 subscribers Interactive Response ( IR ) Ten (10) Announcement Boards All digital telephone sets and Call Masters There are two (2) Definity G3Rv11 PBXs that provide communications to all sixteen (16) PGW locations. The Definity that supports the Montgomery Complex is referred to as the Montgomery PBX. The Montgomery Complex consists of: Administration Building, 800 W. Montgomery Avenue, Philadelphia, PA Operation Building, 1800 N 9 th Street, Philadelphia, PA Page 7 of 62

8 Fleet Operations Building, 1849 N 9 th Street, Philadelphia, PA Attachment A provides an aerial view of the Montgomery Complex. The configuration of the Montgomery PBX and connectivity to the associated buildings is as follows: The Montgomery PBX consists of four (4) cabinets (each cabinet has five (5) carriers). Cabinets A, B and D are located in the Data Center which is on the 5 th floor of the Operations Building. These three (3) cabinets are the heart of the system supporting all locations, the network, all peripheral equipment and all features and functionality. Also located in cabinet A are the PBX s dual processors. Cabinet C is located in the basement of the Administration Building and provides telephone service to the Administration Building. Cabinet C is connected to Cabinet A via fiber. The Fleet Operation Building is connected to Cabinet A via a 25 pair aerial cable. The second Definity G3RV11 is referred to as the Remote PBX. This is a one (1) cabinet switch; its primary purpose is to provide connectivity between the remote sites and the Montgomery PBX. Located at each remote site is an Extended Port Network ( EPN ). All EPNs have analog and digital cards, a DS1 card and an expansion interface card. Connectivity between each remote site s EPN and the Remote PBX is via a network point to point T1 provided by Verizon. Connectivity between the Remote PBX and the Montgomery PBX is established by Distributed Communication Software (DCS ) and three (3) line side T1s for total of 70 channels. The remote sites are; Meter Shop, W. Diamond Street, Philadelphia, PA19122 Gas Plants o Richmond Plant, 3100 E. Venango Avenue, Philadelphia, PA o Passyunk Plant, 3100 Passyunk Avenue, Philadelphia, PA Stations (home base for PGW s field personnel) o Belfield, 5138 Belfield Avenue, Philadelphia, PA o Castor, 301 Castor Avenue, Philadelphia, PA o Tioga, 3100 E. Venango Avenue, Philadelphia, PA (located across the street from the Richmond Plant) Page 8 of 62

9 o Porter, 2835 S. 28 th Street, Philadelphia, PA (located across the street from the Passyunk Plant ) District Offices (PGW s neighborhood Customer Service Centers) o o North Philadelphia District Office, 1337 W. Erie Avenue, Philadelphia, PA South Philadelphia District Office, 1601South Broad Street, Philadelphia, PA o Frankford District Office, 4410 Frankford Avenue, Philadelphia, PA o o Germantown District Office, 212 W. Chelten Avenue, Philadelphia, PA West Philadelphia District Office, 5230 Chestnut Street, Philadelphia, PA o Center City District Office, 1138 Chestnut Street, Philadelphia, PA Attachment B-1 provides the current number of analog and digital ports and extensions assigned to each location. Attachment B-2 provides call traffic. In addition, in the event calling volumes are required for capacity planning or developing costs, Attachment B-2 provides monthly call volumes for each trunk group outlined in ACD is included with the Montgomery PBX. This application is used to route calls to the Call Center reps. All reps must log into the ACD using an ID that is defined in the ACD, allowing them to receive calls and to be monitored. In addition, login IDs are assigned to channels in line- side T1s. For these reasons PGW is licensed for 400 reps EAS is skill- based routing which provides to Call Center Management the flexibility to assign skills to reps based on the calling traffic and the agent s level of expertise. EAS is designed to handle a maximum of 600 skills. Currently the ACD and EAS functionality is used by the following five (5) departments at PGW: Call Center (130 reps) Collections (30 reps) Commercial Resource Center (8 reps) Customer Review Unit (2 reps) Dispute Resolution Unit (20 reps) Page 9 of 62

10 Service Observing is another feature in the Montgomery PBX that is widely used by the Call Center supervisors. Service Observing provides supervisors with the ability to instantly connect to any call and monitor a rep s performance or offer assistance if needed The CMS provides a total of 95 real-time, historical and integrated reports. In addition, CMS allows users to develop custom reports. The CMS retains monthly reports for five years and weekly and daily reports for 13 months. The CMS also feeds information to the Nice IEX Workforce Management System and INOVA wall boards Attachment C provides a list of the reports available through the CMS PGW s Intuity Map D 40 Voice Mail System has 1,000 subscribers. The voice mail boxes for all users at all PGW locations are on this system. In addition there are broadcast boxes, general information boxes and automated attendants IR provides three applications: Call Back Manager, Expected Wait Time and Form Manager. o o o Call Back Manager allows PGW customers who are calling after business hours to leave a call back request. The call backs are launched when the agent(s) logs in. Expected Wait Time presents to the customer how long they should expect to be in queue before their call is answered by a rep. The announced time is rounded to the nearest minute. Form Manager allows PGW to conduct customer satisfaction surveys There are ten (10) TN750C announcement boards in the Montgomery PBX. Each board provides 255 seconds of announcement time, thus the total announcement time is 2,550 seconds. The announcements are used to provide general information and call status to PGW s customers while in queue Description of PGW s Network Voice Network All calling traffic -- incoming and outgoing -- for all locations is handled by either PRIs or T1s that terminate on DS1 cards in the Montgomery PBX. All incoming calling traffic is handled by PRIs provided by Verizon. All outgoing calling traffic is handled by T1s provided by AT&T. PGW s voice network is as follows: o o o Ten (10) PRIs for a total of 238 channels to handle incoming calls to the Call Center Four (4) PRIs for a total of 94 channels to handle incoming calls for Collections One PRI for a total of 23 channels to handle incoming emergency calls Page 10 of 62

11 o o o o o Two (2) PRIs for a total of 46 channels to handle all other incoming calls for all PGW locations. One (1) PRI for a total of 23 channels to handle calls placed to 911 (PGW has PS/ALI) Two (2) PRIs for a total of 46 channels to handle calls for PGW s telecommuters. Five (5) T1s from AT&T for a total of 120 channels for other outgoing calls from all PGW sites. Three (3) T1s for a total of 72 channels to handle call backs for the Virtual Hold system PGW currently uses a service called Switch Redirect from Verizon to redirect calling traffic to another location (for example SunGard) in the event the primary site is not available. By calling the Switched Redirect Center from any telephone and entering a series of commands, calls on the selected trunk group(s) are redirected to another site. Data Network o WAN PGW currently uses Verizon s Transparent LAN Services ( TLS ) for data which is a switched Ethernet service. Because all of PGW s locations are within the city limits, the Ethernet Multipoint Service ( E-LAN ) offering provided under TLS is a cost-effective WAN solution to handle data between PGW s location. The speed at the District Offices and the Stations is 10 MG; the Plants are 100 MG and the Montgomery Complex is 1 GB. Attachment D illustrates connectivity between the sites and the network. o LAN Supported Equipment At the Montgomery Complex, PGW has Cisco s 7010 core and 3750X switches. The bandwidth from the core to the switch is 20GB and from the switch to the desktop is 1GB. At the District Offices and Stations PGW uses 3750 switches and the bandwidth is 10 MB from the switch to the desktop. At the Plants the bandwidth is 100 MB from the switch to the desktop. Attachment D-1 provides detail on PGW s LAN. PGW has a number of systems/applications provided by other vendors that are connected to the Montgomery PBX via line side T1s. These systems provide valuable services to PGW as well as to its customers. PGW must retain its ability to use these systems or the proposed solution must include a replacement that provides at a minimum the same features and functionality. All line side T1s are to Page 11 of 62

12 be replaced with connectivity via the network. The systems/applications connected to the Montgomery PBX are: a) 911 ETC provides Private Switch Automatic Location Identification Service ( PS/ALI ). This service allows the ETC 911 application to send automatic number identification ( ANI ) information collected from the station sheet on each extension in the Montgomery PBX to the Verizon Database Center. Police Dispatch receives the address, floor and room number for all 911 calls originating from any PGW location. Attachment E illustrates how the information is transmitted to Police Dispatch. b) AVAYA Site Administration ( ASA ) software allows for remote access to the Definity and Intuity systems, providing the PGW Telecom Group the ability to remotely administer changes. The proposed solution must include remote access to VoIP solution at all sites, the voice mail and CALL MANAGEMENT SYSTEM. c) Click to Coach Version software provided by Envision is a training and monitoring tool used by Call Center supervisors to monitor Call Center reps performance. This system allows supervisors to either schedule or as needed monitor reps conversations with customers and provides shots of the screens that the reps accessed during the call. Call Center procedure dictates that each rep receives five (5) quality checks per month. Attachment F illustrates the hardware configuration for the Envision hardware. d) Directory Enabled Management ( DEM ) provided by Starfish version is a Directory Solution maintaining a real-time LDAP data store reflecting data for the Montgomery PBX. The employee s extension number is copied from the PBX and used to populate various directories. e) Full Call Recording version provided by Envision is a trunk side recording system which records all calls placed to the Call Center, Collections and Emergency PRIs. The connectivity between Full Call Recording and the Montgomery PBX is via three (3) line side T1s. Attachment G demonstrates how the T1s are tapped. f) IEX Workforce Management system version 4.6 from NICE uses historical data and various algorithms to project the number of reps required to handle calls based on the desired service level. In determining staff requirements the system takes into consideration total staff availability and extracting variables such as an agent s attendance, breaks, lunch, after call work, project work, etc. g) PGW utilizes two (2) Interactive Intelligent ( I3 ) IVR version 3.0 systems, currently supported by Avtex, equally sharing the incoming calls to the Call Center and providing 100% redundancy. In the event one system fails, 100% of the incoming traffic is handled by the remaining system. The IVR provides PGW s customers the option to complete routine transactions without speaking with a Customer Service representative. The connectivity between the IVR and the Montgomery PBX is established via five (5) line side T1s. Attachment H is Page 12 of 62

13 a mapping of the functions provided by the IVR. Attachment I is a diagram of the IVR server configuration. h) INOVA Wall Boards provide instantaneous status to all Call Center reps on calls in queue. The boards are networked to the CALL MANAGEMENT SYSTEM via the network. i) Music on Hold is provided by Independence Communications. It is a small system (one receiver and one dish) connected to the Montgomery PBX, providing music when a call is placed on hold. The receiver is connected via wire to the PBX. j) PGW utilizes a very old Melco KA 390 direct paging system at both the Richmond and Passyunk Plants. Users dial a code that allows them to access the paging system via their desktop phones. Class of Restriction provides permission to access the paging system. Attachment J is a visual of the system and how it is attached to the Montgomery PBX. k) Proteus version 7.1, provided by CTI, provides Call Detail Reports on all incoming, outgoing and internal calls placed from all desktop telephones at all PGW locations. The call records from the Montgomery PBX are copied to a buffer. CTI polls the buffer every 15 minutes, extracts the call records and stores the information. Every month PGW s to CTI a file that contains the user Name, Division, Department and Cost Center for each extension. CTI uses the calls records that are extracted from the buffer and the files that are ed to provide various Call Detail Reports. CTI also provides Call Detail Reports on all trunk groups. l) UIP Dialer version 7.1, provided by Aspect, gives PGW the ability to contact a large number of customers using minimum resources. The dialer is used to provide information via blast messages, to connect with customers for the purpose of collecting on outstanding bills, to remind customers of next day appointments and to schedule meter exchanges. Calls from the dialer use the same trunk group as all other outgoing calls at PGW. The dialer is connected to the Montgomery PBX via three (3) line-side T1s. Attachment K illustrates the system configuration. m) Virtual Hold version is a virtual queuing system which allows customers to receive callbacks instead of waiting in an ACD queue. This system uses ASAI link to handle the transfer of the calls from the Montgomery PBX to the IVR to Virtual Hold and back to the Montgomery PBX. The Virtual Hold system has a dedicated trunk group consisting of three (3) T1s to handle outgoing calls and three (3) line-side T1s for connectivity to the PBX. Attachment L illustrates the system configuration. Page 13 of 62

14 2.2 Scope of Work Overview Through this RFP, PGW will replace its telephone system with a Voice over IP ( VoIP ) solution. All proposed VoIP systems must provide features, functionality, processes and reports that are equal to or better than the current system. All proposed VoIP systems must provide 100% redundancy for the VoIP, Voice Mail and CALL MANAGEMENT SYSTEM, no system-wide single point of failure and survivability for all locations. The solution must support Ethernet, PRI and T1 network services. The proposed VoIP system must have sufficient capacity or licenses to support 1,500 extensions. In light of the fact that extensions can be used for many reasons in telecommunications other than as a telephone number -- such as VDN, vectors, hunt groups, bridge extensions external bells, announcements, etc. -- PGW requires the same capacity that it has today. PGW requires licenses for 1,600 IP phones and 500 analog connections. See attachment B-1 for the number of IP Phones and connections as well as analog requirements for each site. The following are key points of concern for PGW. However, this is not to be considered as all inclusive. The Proposer is to provide a full account of all of the features, functionality, processes and reports of every system, application and /or service presented in the RFP response. Proposer must provide detail explanation on what permissions will be given to PGW. VoIP solution should integrate with Microsoft LYNC System must provide four (4) digit dialing between PGW locations System must support analog and IP phones (IP phones must be touch screen) Analog extensions are required to support: o o o o Wall phones Multi-functional machines Elevators phones Alarm monitoring for HVAC Provide telecommuters with the ability to remotely activate or deactivate features Music on hold for all sites Page 14 of 62

15 Call pick up groups Bridge extensions Philadelphia Gas Works Request For Proposals Caller ID, date and time for all calls (internal and external) for all locations System must provide paging at the Richmond and Passyunk Plants Voice mail, including: o o o o o o Broadcast messaging Ability to forward messages to users at any PGW location(s) Auto attendant Dial by name for main number Bulletin boards Cover paths ANI along with date and time of call must be passed to the Voice Mail system for all calls for all locations The proposed VoIP system must be equipped to support (i) all PRIs and T1s outlined under , unless the Proposer is providing the network to handle all incoming and outgoing calls; (ii) PGW s TLS network for all communications between locations unless the Proposer is providing the network to handle all site to site communications and (iii) support PGW s LAN for all interoffice communications. In the event of a problem, PGW wants the risk of loss of both the desktop and the IP Phone to be minimized, thus the PC is to be plugged into the phone and the IP phone is plugged into the jack. The successful Proposer must complete a check of PGW s LAN, and PGW must receive a copy of the resulting report. The report must include (i) all recommendations required to bring the LAN to specs to operate the LAN effectively with VoIP and (ii) all possible projections if all recommendations are not implemented. Each Proposer must include in their proposal a detailed description of the process that they will use to perform the LAN check and provide the required report. Proposer is to include a diagram of the proposed system. All proposals must explain in detail how the supported equipment described in will connect to the proposed VoIP solution. All line-side T1s must be replaced with network connections. Proposers must provide detailed illustrations for each system/application demonstrating how the system/application will connect to the VoIP solution. Proposer must also provide the name and phone number of one (1) current customer who has successfully connected the recommended VoIP solution with each of the adjunct systems/applications under (or indicate in Attachment M that such successful connection has not previously occurred). Proposer will provide training for; Page 15 of 62

16 All IPhone users Philadelphia Gas Works Request For Proposals All Call Center Reps All System Administrators PGW will accept Cloud/Hosted, Managed or Customer Owned VoIP solutions. In responding to this RFP, Proposers must provide all requested information and respond in detail to all inquiries; responses of understood to any questions in Section 2.2 will be viewed as incomplete. For the purpose of this RFP, Cloud/Hosted, Managed and Customer Owned are defined as follows; Cloud/Hosted solution. All applications, systems, hardware and software to replace the PBX, VM, CALL MANAGEMENT SYSTEM, EAS, ACD and IR will be located on the successful Proposer s premise. Proposer will replace all digital phones and Call Masters with IP phones and support all analog connections. PGW must retain its ability to use the systems outlined under or the proposed solution must include a replacement that provides at least the same features and functionality. Proposers may not relocate systems but will be required to provide similar solutions as a part of the proposed response. In the event a Proposer is not able to provide any or all of the systems detailed under , the Proposer must include detailed explanations of connectivity between the hosted solution and application(s) under Proposer must also provide in detail the transferring of all calling traffic as outlined in Please note that Attachment B-1 provides calling volumes for each trunk group. Managed solution. All applications, systems, hardware and software to replace the PBX, Voice Mail, CALL MANAGEMENT SYSTEM, EAS, ACD and IR can be located on PGW s premise, but ownership of the aforementioned will be retained by the Proposer. The successful Proposer will replace all digital and Call Master phones with IP phones and support all analog connections. The successful Proposal will use PGW s Voice, LAN and WAN networks as defined in PGW must retain its ability to use the systems outlined under or the proposed solution must include a replacement that provides at least the same features and functionality. Customer owned solution. PGW purchases from the successful Proposer all applications, systems, hardware and software to replace the PBX, Voice Mail, CALL MANAGEMENT SYSTEM, EAS, ACD and IR. The successful Proposer will replace all digital and Call Master phones with IP phones and support all analog connections. Proposer will use PGW s Voice, LAN and WAN networks as defined in PGW must retain its ability to use the systems outlined under or the proposed solution must include a replacement that provides at least the same features and functionality Solutions Page 16 of 62

17 Cloud/Hosted Solution Network Voice Network Proposer must submit a detailed explanation of the proposed VoIP solution for replacing the AVAYA equipment outlined under Proposer must provide 100% redundancy and survivability for the aforementioned equipment. The redundant system must reside in a different building and must be at least several miles away from the primary building. Proposer must provide a solution for the replacement of all digital and Call Master phones. If the proposed solution includes Proposer providing an IVR to replace PGW s current IVR, the Proposer must provide 100% redundancy and survivability for the proposed IVR. The IVR must be PCI compliant and it must provide all of the functionality that is available on PGW s current IVR. Proposer must explain in detail: all single points of failure that could cause a system-wide outage for PGW. Proposer must provide details on the number of times within the last three years that its customers experienced system failures, the cause of the failure, how long the customer was down, why the customer was not switched to alternate system(s) and what corrective action was put into place to insure that failures will not happen again. how PGW s LAN at each remote location (see Section ) will be used for VoIP communications and what equipment will be used to connect to the network. how communications (both phone calls and voice mail messages) between PGW s site will be handled. how all incoming and outgoing calling traffic will be handled. how paging capabilities will be provided for both the Richmond and Passyunk Plants. how the location information (i.e., building, floor and room information) for each phone will be retained in the VoIP system and how 911 calls placed from any PGW site will be handled such that the location information and the call will be transmitted. PGW has a very extensive voice network as outlined in the Proposer will provide in detail the transferring of all calling traffic as outlined in under voice network to the Proposer provided network. Proposer will also include how the following calling traffic will be handled. Page 17 of 62

18 Transferring calls between the sites Conferencing calls between sites Handling local, long distance, 800, incoming and outgoing calls Exchange of voice mail messages between locations Broadcast messages Will PGW retain current telephone numbers? Will all or any part of PGW s existing network as described under be used? Requirements for Call Center PGW Call Center has a large number of tools that are used to help manage incoming calls, help the rep s productivity and provide the best possible service to our customers. PGW s goal for responsiveness to our customers is to answer 80% of the calls in 30 seconds. The goal for emergency calls is all calls are to be answered immediately and never go into queue. To assist the Call Center in meeting its goals, the following are the requirements for the Call Center. Must include in the response a list of all reports provided by the CALL MANAGEMENT SYSTEM, see attachment C for an example of the requested information. PGW must be able to manage all phrases of the Call Center activity including making on demand any type of change to call flow or call handling without the intervention of the Proposer. The ACD, EAS, CALL MANAGEMENT SYSTEM, IR and service observing are core systems for the Call Center. Recommended solution must include the same or better features, functionality and reports as currently available. Proposer must include detail description of all features and functionality offered by the recommended Call Center Solution on the VoIP platform. Recommended IP phones to replace Call Master IV, no soft phones Phones must provide beep tones Need programmable buttons on IP Phones IP phones need LED and PGW must be able to manage what is displayed on the LED. Page 18 of 62

19 PGW must have the ability to create, change and delete Vector Directory Number (VDN), vectors, skills and aux codes without the intervention of the Proposer. Need ability to retrieve network measurements on Call Center calls without intervention of the Proposer. Proposer must retain at minimum 13 weeks of daily and weekly reports and (5) years of monthly reports. Proposer is to include a complete list of all reports to be provided with a brief explanation of the report MAC s PGW must be able to: add, remove, upgrade or downgrade voice terminals at will without the intervention of the Proposer change the configuration of the voice terminal without the intervention of the Proposer add or change COR and COS without the intervention of the Proposer create, add or delete automated attendants, bulletin boards and broadcast messages without the intervention of the Proposer add, delete or change voice mails boxes as needed without the intervention of the Proposer Maintenance Proposer must provide information on the redundancy and survivability of the network. How long does it take to switch to backup system? What is the appropriate length of time before this is done? How this decision is made, is it automatic, or is intervention required to complete the process? What is the process to report problems with IP phones, LAN equipment, problems with the WAN or outage of a location? What is the expected MTTR? PGW requires availability of support 24X7X365. Proposer must include a copy of the maintenance contract PGW requires response time of immediate for total outage of any system that impacts PGW s ability to answer calls Page 19 of 62

20 PGW requires a response time of 2 hours for system(s) PGW s ability to answer calls that do not hinder PGW must have on site spare of critical parts to reduce the amount of time that mission critical equipment is out of service Change Requests Proposer must submit a complete list for what is considered standard services with price quote to include all usage costs for network, equipment, applications and systems both monthly and annually. Proposer is to include list of services not covered but and are considered billable. Proposer must explain how changes requests are handled Proposer must explain expected SLA for requests and what is the escalation process for emergencies. Explain the process for adding capacity beyond initially agreed upon levels Explain the process for adding additional features and/or functionality beyond initially agreed upon Explain the process for adding or deleting a site Explain the process for acquisition of addition phones Explain the process for getting broken phones repaired Explain the process for increasing bandwidth on the network Managed Solutions Proposer must submit a detailed explanation of the proposed VoIP solution for replacing the AVAYA equipment as outlined under There will be a primary VoIP, Voice Mail and CALL MANAGEMENT SYSTEM solution located in the Administration Building which will provide service for the entire Montgomery Complex. Proposer must include details on all features and functionalities offered by each proposed VoIP, Voice Mail and CALL MANAGEMENT SYSTEM solution. The VoIP solution will also support the call center functionalities, (EAS, ACD, Service Observing) the voice network as described in and the supported applications as described Proposer will use PGW s LAN as outlined in for connectivity within the buildings and Verizon s Transparent LAN Services (TLS) to transfer calls between locations regardless of the type of call or facility used to place or receive the call. In addition, the Proposer must provide 100% redundancy and survivability for the VoIP, Voice Mail and CALL MANAGEMENT SYSTEM solutions. Thus a Page 20 of 62

21 secondary VoIP, Voice Mail and CALL MANAGEMENT SYSTEM must reside at the Passyunk Plant, eliminating single points of failure that could cause a system-wide outage for PGW for VoIP. Proposer must provide detailed information as to how the primary and secondary VoIP, Voice Mail and CALL MANAGEMENT SYSTEM will share information and how in the event the primary system fails the secondary automatically takes control. PGW will continue to locate the primary IVR in the Administration Building of the Montgomery Complex. However, the secondary IVR will be located at the Passyunk Plant. The primary and secondary IVR will communicate via Verizon s TLS. Proposer must provide detailed information as to how the primary and secondary IVR solutions will share information and how in the event the primary system fails the secondary automatically takes control. If the proposed solution includes Proposer providing an IVR to replace PGW s current IVR, the Proposer must provide 100% redundancy and survivability for the proposed IVR. The IVR must be PCI compliant and must provide all of the functionality that is available on PGW s current IVR. Each PGW remote site (see for a list of locations) must have a standalone VoIP system. No site is to be dependent on any other location. The VoIP solution for PGW s Plants, District Offices and Stations must be equipped to handle PRI and TLS connectivity. The VoIP solution must be able to designate the PRI as a two way trunk. All remote sites VoIP solution must be equipped to handle both IP and analog phones. All calls that require caller to dial 10 digits or more are to be placed over the PRI, thus a land line PRI provided by Verizon for all incoming and outgoing local, long distance, international and 800 calls must be installed at each remote site. Proposers must explain how the location information (i.e., building, floor and room information) for each phone will be retained in each VoIP system and how 911 calls placed from any PGW site will be handle such that the location information and the call will be transmitted using the ETC 911 application. Via PGW s WAN which is Verizon s TLS, all 16 PGW sites will use the primary voice mail system for all voice mail traffic and associated functionalities (transferring voice mail messages, broadcast, automated attendant for dialing by last name on the main number, etc.) Network Voice Network PGW has a very extensive voice network as outlined in that will be connected to the primary VoIP solution. The Proposer will provide in detail the connectivity for the PRIs and T1s to the primary solution. Proposer will also include how the following calling traffic will be handled. Transferring calls between the sites Page 21 of 62

22 Conferencing calls between sites Handling local, long distance, 800, incoming and outgoing calls Exchange of voice mail messages between locations Broadcast messages Will PGW retain current telephone numbers? Requirements for Call Center; PGW s Call Center has a large number of tools that are used to help manage incoming calls, help the reps be productive and provide the best possible service to our customers. PGW s goal for responsiveness to our customers is to answer 80% of the calls in 30 seconds. The goal for emergency calls is all calls are to be answered immediately and never go into queue. To assist the Call Center in meeting its goals, the following are the requirements for the Call Center MAC s The ACD, EAS, CALL MANAGEMENT SYSTEM, and call back capabilities are core systems for the Call Center. Proposer must provide details on all of features and functionality. Proposer is to include a complete list of all reports to be provided with a brief explanation of the report. Recommended IP phones to replace Call Master IV, no soft phones Phones must provide beep tones Need programmable buttons on IP Phones IP phones needs LED and PGW must be able to manage what is displayed. PGW needs ability to create, change and delete Vector Directory Number (VDN), vectors, skills and aux codes without the intervention of the Proposer. Need ability to retrieve network measurements on Call Center calls without intervention of the Proposer. Proposer must retain at minimum 13 weeks of daily and weekly reports and (5) years of monthly reports in CALL MANAGEMENT SYSTEM. PGW must be able to add, remove, upgrade or downgrade voice terminals at will without the intervention of the Proposer PGW must be able to change the configuration of the voice terminal without the intervention of the Proposer Page 22 of 62

23 Maintenance Philadelphia Gas Works Request For Proposals PGW must be able to add or change COR and COS without the intervention of the Proposer PGW must be able to create, add, delete; automated attendants, bulletin boards and broadcast messages without the intervention of the Proposer PGW must be able to add, delete or change voice mails boxes vas needed without the intervention of the Proposer What is the process to report problems managed equipment? What is the expected MTTR? PGW requires availability of support 24X7X365. Proposer must include a copy of the maintenance contract PGW requires response time of immediate for total outage of any system that impacts PGW s ability to answer calls PGW requires a response time of 2 hours for system(s) PGW s ability to answer calls that do not hinder PGW must have on site replacement parts for critical equipment to reduce the amount of time that mission critical equipment is out of service Change Requests Proposer must submit a complete list for what is considered standard services with price quote to include all usage costs for network, equipment, applications and systems both monthly and annually. Proposer is to include list of services not covered but is considered billable. Proposer must explain how changes requests are handled Proposer must explain expected SLA for requests and what is the escalation process for emergencies. Explain the process for adding capacity beyond initially agreed upon levels Explain the process for adding additional features and/or functionality beyond initially agreed upon Explain the process for adding or deleting a site Explain the process for acquisition of addition phones Explain then process for getting broken phones repaired Page 23 of 62

24 Explain the process for increasing bandwidth on the network Customer Owned Solutions There will be a primary VoIP, Voice Mail and CALL MANAGEMENT SYSTEM solution located in the Administration Building which will provide service for the entire Montgomery Complex. Proposer must include details on all features and functionalities offered by each proposed VoIP, Voice Mail and CALL MANAGEMENT SYSTEM solution. The VoIP solution will also support the call center functionalities, (EAS, ACD, Service Observing,) the voice network as described in and the supported applications as described Proposer will use PGW s LAN as outlined in for connectivity within the buildings and Verizon s Transparent LAN Services (TLS) to transfer calls between locations regardless of the type of call or facility used to place or receive the call. In addition the Proposer must provide 100% redundancy and survivability for the VoIP, Voice Mail and CALL MANAGEMENT SYSTEM solutions. Thus a secondary VoIP, Voice Mail and CALL MANAGEMENT SYSTEM will reside at the Passyunk Plant. This configuration will eliminate single points of failure that could cause a system wide outage for PGW for VoIP. Proposer must provide detailed information as to how the primary and secondary VoIP, voice mail and CALL MANAGEMENT SYSTEM will share information and how in the event the primary system fails the secondary automatically takes control. Verizon s Transparent LAN Services (TLS) (as described in ) connectivity will be used to provide connectivity between the primary and the secondary systems. PGW currently has a primary and a secondary IVR. PGW s will continue to locate the primary IVR in the Administration Building of the Montgomery Complex. However the secondary IVR will be located at the Passyunk Plant. The primary and secondary IVR will communicate via Verizon s Transparent LAN Services (TLS) (as described in ). Proposer must provide detailed information as to how the primary and secondary IVR solutions will share information, and how in the event the primary system fails the secondary automatically takes control. If the proposed solution includes Proposer providing an IVR to replace PGW s current IVR, the Proposer must provide 100% redundancy and survivability for the proposed IVR. The IVR must be PCI compliant and it must provide all of the functionality that is available on PGW s current IVR. See attachment H for the IVR call flow. Each PGW remote site (see for a list of the locations) must have a standalone VoIP system. No site is to be dependent on any other location. The VoIP solution for PGW s Plants, District Offices and Stations must be equipped to handle PRI and TLS connectivity. The VoIP solution must be able to designate the PRI as a two way trunk. All remote sites VoIP solution must be equipped to handle both IP and analog phones (see attachment B for a list of the number of required phones for each remote site). All calls that require caller to dial 10 digits or more are to be placed over the PRI, thus a land line PRI provided by Verizon for all local, long distance, international, and 800; incoming and outgoing calls will be installed at each remote site. The primary and secondary voice mail systems will provide voice mail services for all 16 PGW locations. Via PGW s WAN which is Verizon s Transparent LAN Services (TLS) (as described in ) all 16 PGW sites will use the primary and secondary voice mail systems for all voice Page 24 of 62

25 mail traffic and associated functionalities ( transferring voice mail messages, broadcast, automated attendant for dialing by last name on the main number and etc.). PGW has an ETC 911 application that provides critical information to Police Dispatch when callers dial 911. Explain how the location information (i.e. building, floor and room information) for each phone will be retained in each VoIP system. In addition explain how 911 calls placed from any PGW site will be handle such that the location information and the call will be transmitted using the ETC 911 application Network Voice Network PGW has a very extensive voice network as outlined in that will be connected to the primary VoIP solution. Proposer will use PGW s LAN as outlined in for connectivity within the buildings and Verizon s Transparent LAN Services (TLS) to transfer calls between locations regardless of the type of call or facility used to place or receive the call Requirements for Call Center PGW Call Center has a large number of tools that are used to help manage incoming calls, help the reps be productive and provide the best possible service to our customers. PGW s goal for responsiveness to our customers is to answer 80% of the calls in 30 seconds. The goal for emergency calls is all calls are to be answered immediately and never go into queue. To assist the Call Center in meeting its goals, the following are the requirements for the Call Center MAC s Recommended IP phones to replace Call Master IV, no soft phones Phones must provide beep tones Need programmable buttons on IP Phones IP phones need LED and PGW must be able to manage what is displayed the LED, need ability to create, change and delete Vector Directory Number (VDN), vectors, skills and aux codes Need ability to retrieve network measurements on Call Center calls without intervention of the Proposer. Proposer must retain at minimum 13 weeks of daily and weekly reports and (5) years of monthly reports Proposer is to include a complete list of all reports to be provided with a brief explanation of the report. Proposer to include system administration application. Page 25 of 62

26 Maintenance Philadelphia Gas Works Request For Proposals PGW must have on site replacement parts for critical equipment to reduce the amount of time that mission critical equipment is out of service. Proposer to include copy of maintenance contract for 24x7x365 coverage with an SLA of 2 hours for system outages and 4 hours for all other issues. PGW must have on site replacement parts for critical equipment to reduce the amount of time that mission critical equipment is out of service. 2.3 Term The contract between the successful Proposer and PGW will commence upon signing of the contract by both parties and unless earlier terminated, shall terminate four (4) years thereafter. 2.4 Proposal Pricing Pricing is to be as unbundled as possible: See ATTACHMENT N for Pricing Template Present separate line item for each VoIP, IR, voice mail and CALL MANAGEMENT SYSTEM solution (separate costs for primary and secondary) Present separate line item for IVR if included in proposal (separate costs for primary and secondary) Present separate line item for each location other than Montgomery Complex Present separate line item for total cost of all IP Phones Present separate line item for Call Center Phones Present per call cost for each category for all calling traffic Present one line item for the cost to provide connectivity to each item under or the proposed alternative Present separate line item for each service such as professional services, testing PGW s LAN, onsite installation, programming, training, etc. Present separate line item for maintenance Page 26 of 62

27 2.5 Proposer/Personnel Minimum Requirements The successful Proposer shall provide fully trained, competent and skilled personnel for performances of the tasks required herein. Prior to the commencement of services hereunder, the successful Proposer must provide PGW with verification that a criminal background check for the previous seven years has been completed for each person performing services hereunder, and that no criminal history was found. The Proposer must demonstrate that they have successfully provided similar services by providing the names and phone numbers of three (3) current customers whose service was installed within the past two (2) years. Licensing The Proposer will be authorized to do business in the Commonwealth of Pennsylvania and comply with all pertinent state and federal requirements, codes and regulations. If Proposer is a business as defined in The Philadelphia Code, Section , Proposer must have a valid business privilege license, issued by the City of Philadelphia s Department of Licenses and Inspections, to do business in the City of Philadelphia, prior to entering into any contract with PGW. 2.6 Information/Product All reports, surveys, tables, charts, diagrams, design work, product recordings and other data (including electronic, audio and video) or documentation prepared or compiled by Proposer in connection with the performance of its obligations under the contract, shall be the sole and exclusive property of PGW. Proposer shall retain in its files, sufficiently detailed working papers relevant to its engagement with PGW. Proposer further agrees that its working papers will be held in the strictest confidence and will not be disclosed or otherwise made available to outside sources, except as required by law, without the written consent of PGW. 2.7 Confidentiality Proposer must agree to keep confidential any and all information concerning the plans, operations or activities of PGW which may be divulged by PGW or ascertained by Proposer in the course of performing services under any contract with PGW. In the event Proposer is required to disclose confidential information pursuant to a subpoena, order of a court, or other legal process, Proposer shall, upon notice of such required disclosure and prior to disclosure, immediately notify PGW and allow PGW the opportunity to inspect the information subject to disclosure, and in the event such disclosure is objectionable under any standard or rule of the court, Proposer shall exhaust all legal means to prevent disclosure. In order to receive Attachments B1-M, Proposer must execute the Confidentiality Agreement attached hereto as Exhibit 1. Please submit your executed Confidentiality Agreements by 4:30 PM on November 5, 2013 via to the addresses referenced above in Section 1 in order to receive Attachments B1-M. Page 27 of 62

28 2.8 Minority Participation Philadelphia Gas Works Request For Proposals PGW has established an anti-discrimination policy relating to the participation of Minority, Women, and Disabled businesses and persons (collectively, DBEs ) in contracts. The purpose of PGW s DBE policy is to provide equal opportunity for all businesses and persons and to assure that PGW funds are not used, directly or indirectly, to promote, reinforce or perpetuate discriminatory practices. Proposers must complete Attachment N (Demographic Survey), attached hereto and submit same with their proposals. 2.9 Insurance Proposer shall procure and maintain, at its sole cost and expense, insurance with companies that have an A. M. Best s rating of not less than A- and acceptable to PGW, with coverage limits of not less than stipulated below. PGW, PFMC and the City of Philadelphia and their respective officers, employees, directors, boards, commissions and agents, shall be included as Additional Insureds on the General Liability, Automobile Liability and Excess/Umbrella Liability Insurance policies. An endorsement is required stating that Proposer s policies will be primary to any other coverage available to PGW, PFMC and the City of Philadelphia and their respective officers, employees, directors, boards, commissions and agents, and any insurance maintained by PGW will be excess and non-contributory. No act or omission of PGW, PFMC or the City of Philadelphia and their respective officers, employees, directors, boards, commissions and agents, shall invalidate the coverage. WORKERS COMPENSATION AND EMPLOYERS LIABILITY. Workers Compensation Insurance, as required by statute. Employers Liability coverage is to be carried with minimum limits of $500,000 each accident/$500,000 disease-policy limit/$500,000 disease-each employee. GENERAL LIABILITY INSURANCE. Commercial General Liability is required with limits of not less than $1,000,000 Bodily Injury and Property Damage Each Occurrence; $2,000,000 General Aggregate; $1,000,000 Products/Completed Operations Aggregate and $1,000,000 Personal/Advertising Injury. The policy shall also cover liability arising from liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and Personal Injury (including, but not limited to, coverage for discrimination, defamation, harassment, malicious prosecution, slander and mental anguish). Products/Completed Operations must be included and maintained for at least three (3) years beyond completion of the work required by contract in accordance with the terms thereof. ISO Contractual Liability Limitation Endorsement #CG shall not apply to this Agreement. Such policy must contain a Severability of Interests clause. This insurance shall be excess over any other insurance, whether primary, excess, contingent or on any other basis that is available to the Proposer or its subcontractor covering liability for damages because of Bodily Injury or Property Damage for which the Proposer has been included as an Additional Insured. PGW, PFMC and the City of Philadelphia and their respective officers, employees, directors, boards, commissions and agents, shall be included as Additional Insureds. The Additional Page 28 of 62

29 Insured Endorsement(s) should also include Products/Completed Operations and your work. ISO endorsement CG or equivalent should be attached to policy. A copy of the actual Additional Insured Endorsement or policy wording is required. AUTOMOBILE LIABILITY INSURANCE. Business Automobile Liability covering all owned, non-owned and hired autos is required with limits of not less than $1,000,000 Combined Single Limit for Bodily Injury and Property Damage. Such policy must contain a Severability of Interests clause. PGW, PFMC and the City of Philadelphia and their respective officers, employees, directors, boards, commissions and agents, shall be included as Additional Insureds. A copy of the actual Additional Insured Endorsement or policy wording is required. EXCESS/UMBRELLA LIABILITY INSURANCE. Proposer shall provide evidence of Excess/ Umbrella Liability Insurance with limits of not less than $2,000,000 in any One Claim or Occurrence and in the Aggregate. The Excess/Umbrella Policy shall follow form and be excess of all underlying insurance required by this contract except Professional Liability/Errors & Omissions coverage as outlined below. PGW, PFMC and the City of Philadelphia and their respective officers, employees, directors, boards, commissions and agents, shall be included as Additional Insureds. A copy of the actual Additional Insured Endorsement is required. PROFESSIONAL LIABILITY/ERRORS & OMISSIONS COVERAGE. Evidence of Professional Liability/Errors & Omissions Insurance must also be provided with limits of not less than $2,000,000 Per Occurrence/Aggregate or Per Claim or Loss/Aggregate with a deductible not to exceed $100,000. Errors & Omissions Insurance shall be applicable to any occurrence arising out of the performance of services pursuant to any statement of work between the parties and shall cover liability arising from information technology services, including but not limited to, intellectual property infringement, privacy infringement and, if applicable, software development services and computer or electronic information technology services. Under an occurrence form, coverage required shall be maintained in full force and effect under the policy during the contract period. Under a claims made form, continuous coverage is required. Should an Extended Discovery Period or tail coverage be required in the event coverage is terminated, such coverage must be maintained for a period of not less than three (3) years. This insurance shall be primary with respect to any other insurance or self-insurance programs afforded the Proposer Indemnification The Proposer will be required in the contract to indemnify, defend and hold harmless PGW, PFMC, the City of Philadelphia, and each of their respective officers, employees, directors, boards, commissions, and agents, from and against any and all losses, costs (including, but not limited to, litigation and settlement costs and counsel fees), claims, suits, actions, damages, liability and expenses, occasioned wholly or in part by Proposer s act or omission or negligence or fault or the act or omission or negligence or fault of Proposer s agents, subcontractors, suppliers, employees or servants in connection with this Agreement, Page 29 of 62

30 including, but not limited to, those in connection with loss of life, bodily injury, personal injury, damage to property, contamination or adverse effects on the environment, intentional acts, failure to pay such subcontractors and suppliers, any breach of this Agreement, and any infringement or violation of any proprietary right (including, but not limited to, patent, copyright, trademark, service mark and trade secret), regardless of the negligence of PGW, PFMC, and/or the City of Philadelphia. In any and all claims, suits and actions against PGW, PFMC and the City of Philadelphia, and their respective officers, employees, directors, boards, commissions and agents, by any employee of Proposer, any subcontractor, or anyone for whose acts Proposer and its subcontractor is liable, the indemnification obligation set forth in this section shall not be limited in any way by any limitation on the amount or type of third party damages, compensation or benefits payable by or for Proposer or any subcontractor under workers compensation acts, disability acts, or other employees benefit acts. PGW does not indemnify Certificate of Non-Indebtedness The Proposer will be required to certify and represent that Proposer and Proposer s parent company(ies) and subsidiary(ies) are not indebted (at the time of signing of the contract) to the City of Philadelphia, PGW or PFMC (collectively the City ), and will not at any time during the term of the contract (including any extensions or renewals thereof) be indebted to the City, for or on account of any delinquent taxes (including, but not limited to, taxes collected by the City on behalf of the School District of Philadelphia), liens, judgments, fees or other debts for which no written agreement or payment plan satisfactory to the City has been established. In addition to any other rights or remedies available to PGW at law or in equity, Proposer acknowledges that upon any breach or failure to conform to such certification PGW shall have the right to, and may, at the option of PGW, withhold payments otherwise due to Proposer, and, if such breach or failure is not resolved to PGW s satisfaction within a reasonable time frame as specified by PGW in writing, this will offset any such indebtedness against said payments and/or terminate this Agreement for default (in which case Proposer shall be liable for all excess costs and other damages including reasonable attorney s fees resulting from the termination) Non-Discrimination Proposer shall not discriminate or permit discrimination against any person because of race, color, religion, national origin, sex or sexual orientation. In the event of such discrimination, PGW may, in addition to any other rights or remedies available under the contract, at law or in equity, terminate any contract with Proposer forthwith. Proposer shall comply with the provisions of Title VII of the Civil Rights Act of 1964 (42 U.S.C. 200d et seq.), 504 of the Federal Rehabilitation Act of 1973 (29 U.S.C. 794), The Age Discrimination Act of 1975, (42 U.S.C et seq.), Title IX of the Education Amendments of 1972, (20 U.S.C. 1681), and 45 C.F.R. Part 92, as they may be amended from time to time, which together prohibit discrimination on the basis of race, color, national origin, sex, handicap, age and religion. Page 30 of 62

31 Proposer understands and agrees that no individual with a disability shall, on the basis of the disability, be excluded from participation in any contract of Proposer with PGW or from activities or services provided under such contract. As a condition of accepting and executing such contract, Proposer shall comply with all provisions of the Americans with Disabilities Act, 42 U.S.C et seq., and all regulations promulgated thereunder, as the Act and regulations may be amended from time to time, which are applicable (a) to Proposer, (b) to the benefits, services, activities, facilities and programs provided in connection with this Agreement, (c) to PGW, or the Commonwealth of Pennsylvania, and (d) to the benefits, services, activities, facilities and programs of PGW or of the Commonwealth. Without limiting the generality of the preceding sentence, Proposer shall comply with the General Prohibitions Against Discrimination, 28 C.F.R , and all other regulations promulgated under Title II of The Americans with Disabilities Act, as they may be amended from time to time, which are applicable to the benefits, services, programs and activities provided by PGW through contracts with outsider contractors MacBride Principles Proposer certifies and represents that, to the best of its knowledge, (i) Proposer (including any affiliates under its direct control) does not have, and will not have at anytime during the term of any contract with PGW (including any extension or renewal thereof), any investments, licenses, franchises, management agreements or operations in Northern Ireland and (ii) no product to be provided under any contract with PGW will originate in Northern Ireland, unless Proposer has implemented the fair employment principles embodied in the MacBride Principles. In the performance of any contract with PGW, Proposer covenants that it will not utilize any suppliers, subcontractors at any tier (i) who have (or whose parent, subsidiary, exclusive distributor or affiliates have) any investments, licenses, franchises, management agreements or operations in Northern Ireland or (ii) who will provide products originating in Northern Ireland unless said supplier or subcontractor has implemented the fair employment principles embodied in the MacBride Principles. Proposer further covenants to include the provisions of this paragraph, with appropriate adjustments for the identity of the parties, in all subcontracts and supply agreements which are entered into in connection with the performance of any contract with PGW. Proposer covenants that it will cooperate with PGW and City s Director of Finance in any manner which PGW and the said Director deem reasonable and necessary to carry out PGW s and the Director s responsibilities under Section of the Philadelphia Code which embodies the requirements set forth in this section. Proposer understands and agrees that any false certification or representation in connection with this section and any failure to comply with the provisions of this section shall constitute a material breach of any contract with PGW entitling PGW to all rights and remedies provided therein or otherwise available in law (including, but not limited to, Section of the Philadelphia Code) or equity. In addition, Proposer understands that false certification or representation in connection with this section is subject to prosecution under Title 18 Pa.C.S.A. Section Page 31 of 62

32 2.14 Governing Laws Philadelphia Gas Works Request For Proposals Any contract entered into by PGW will be executed in and shall be governed by the laws of the Commonwealth of Pennsylvania Certain Required Disclosures In accordance with The Philadelphia Code Title 17 Chapter , persons and entities who wish to provide goods and services to PGW must provide certain information about contributions they have made to elected City officials or candidates for City offices. All Proposers must therefore complete Attachment O and include such completed Attachment with their proposal. Please note that the selected Proposer will be required to update such disclosure during the term of its agreement with PGW and for one year thereafter. Page 32 of 62

33 3 Instructions to Proposers 3.1 Proposal Preparation Requirements Proposals must be prepared in English on 8 ½ x 11 inch paper with tabbed indexes separating the following six (6) completed sections in the following order: Tab 1: Transmittal letter Tab 2: Scope of Work. Proposed scope of work, work plan, procedure and timeline to provide the scope of work described in Section 2 of this RFP Tab 3: Proposal Pricing. Attachment N is the format that PGW recommends vendor use to provide pricing. The categories included on the pricing form are not to be considered as all inclusive. The proposer is to include all pricing elements with full detail Tab 4: Completed Section 4 (Proposer Information) of this RFP. All Proposals must include the following information and be signed (at the end of Section 4) as follows: If the Proposal is made by an individual, the Proposal must be signed by the individual, the individual s full name must be typed or printed under the signature line and the Proposal must include the individual s mailing address If the Proposal is made by a partnership, the Proposal must: a) be signed by at least one of the general partners with authority to bind the partnership and the name of the general partner must be typed or printed under the signature line; b) include the name and mailing address of the partnership; and c) attach a copy of the partnership agreement, or other document authorizing the general partner to sign the Proposal to bind the partnership; If a corporation makes the Proposal, the Proposal must: a) be signed by the president or vice president of the corporation, and the secretary or treasurer must attest the signature and the names of the corporate officers must be typed or printed under the signature lines; Page 33 of 62

34 b) include the name and mailing address of the corporation; and c) attach a copy of the corporation s by-laws or a corporate resolution authorizing the corporate officer signing the Proposal to bind the corporation If the Proposal is made by a joint venture, the Proposal must: c) be signed by all joint venture partners and the names of the joint venture partners must be typed or printed under the signature lines; b) include the name and mailing address of the joint venture; and c) attach a copy of the joint venture agreement or other documentation signed by each member of the Joint Venture and, if applicable, any documentation necessary to show that the individuals signing on behalf of each joint venture partner are authorized to bind the joint venture Tab 5: Qualification and Experience of Proposer. Proposers are strongly encouraged to list experience providing similar services Provide the names and resumes of each person who would be managing this project; Indicate whether the individual is a full time employee of Proposer s organization (and if so for how long) or a subcontractor. If the individual is a subcontractor, list the engagements (and the particular responsibilities on each engagements) that the subcontractor has previously worked for Proposer; Indicate whether the individual is a full time employee of Proposer s organization (and if so for how long) or a subcontractor. If the individual is a subcontractor, list the engagements (and the particular responsibilities on each engagements) that the subcontractor has previously worked for Proposer; Indicate the areas of the project that each individual will be involved with or have responsibility for; For each such individual, provide a reference list with phone numbers Tab 6: Completed Attachments N, O and P, and any other attachments required to be completed under the RFP One (1) original Proposal, two (2) copies and one (1) CD containing a searchable PDF readable by Adobe Reader 7.0 or higher of the proposal, must be submitted in a sealed envelope or envelopes addressed to PGW Supply Chain Department, Philadelphia Gas Works, 800 W. Montgomery Avenue, Philadelphia, Pennsylvania Page 34 of 62

35 The name and address of the Proposer must also appear on the face of the envelope. The PDF file name should be as follows: PROPOSER_RFP_######.PDF where Proposer is your company name and ###### is the PGW RFP id number Failure to answer all questions completely and furnish all information required in these Proposal Documents may result in disqualification of the Proposer. PGW reserves the right to thoroughly investigate the financial status and experience of the Proposer It shall be the responsibility of the Proposer to deliver the Proposal and all other required items to the location specified in Section 1 of these Proposal Documents on or before the due date and time set forth in Section Oral communications from PGW personnel or other persons shall not be binding on PGW and shall in no way modify the provisions of the Proposal Documents. Official responses of PGW to inquiries regarding these Proposal Documents shall be issued by PGW in writing as addenda, and only such written responses shall be binding on PGW as modifications to these Proposal Documents. 3.2 Duration of Proposal In consideration of PGW s evaluation of the submitted Proposals, each Proposer agrees that its Proposal shall be a firm offer to PGW, and shall remain open for acceptance by PGW for a period of at least one hundred and fifty (150) days beginning with the submission due date set forth in Section 1 of these Proposal Documents, as may be revised by addenda. 3.3 Proposer s Responsibility The Proposer shall carefully examine the terms of the Proposal Documents and shall judge for itself all of the circumstances and conditions affecting its Proposal. PGW will endeavor to present accurate information, but Proposers are advised to independently verify the accuracy of any information received. Page 35 of 62

36 4 Proposer Information 4.1 Proposer Submitted by: [Please type or print] Name: Address: Telephone: Facsimile: The undersigned Proposer hereby submits to PGW this Proposal as described herein and in the attached documents. 4.2 Qualifications Statement The Proposer represents and covenants that the Proposer is fully qualified to provide the requested services to PGW. The undersigned further swears and affirms that the information contained in this response is true, accurate and complete. 4.3 Business Experience The following describes other points of service by Proposer and the companies for whom the services were provided. Proposer should include a reference contact at the described companies, and this contact should have direct, specific responsibility for the oversight of the program. In particular, the Proposer should describe all experience with projects similar to this project. Page 36 of 62

37 4.3.2 The Proposer has operated under its current name since, a period of years, and the Proposer (if such be the case) formerly operated under the following name:. Page 37 of 62

38 4.3.3 Proposer must attach the resume of the manager which it anticipates will be the contact for the services required by this RFP The Proposer submits herewith the following list of three (3) persons or businesses, which have knowledge of the Proposer s ability to successfully perform the services for which this Proposal is submitted. REFERENCE NO. 1 Name: Firm: Title: Address: Telephone: Facsimile: Nature of Association: REFERENCE NO. 2 Name: Firm: Title: Address: Telephone: Facsimile: Nature of Association: Page 38 of 62

39 REFERENCE NO. 3 Name: Firm: Title: Address: Telephone: Facsimile: Nature of Association: The Proposer has not had an agreement canceled or terminated due, in whole or in part, to the fault of Proposer, or a default or breach of contract on the part of the Proposer. (If a contract or agreement has been canceled, please explain.) 4.4 Financial Information If the Proposer requests that PGW receive and maintain any of the following financial information in confidence, the Proposer understands that such information may not be exempt from disclosure under the Philadelphia Home Rule Charter and/or the Commonwealth Right to Know Act. The Proposer agrees that PGW may make such disclosure or reproduce such financial information as is deemed necessary or convenient by PGW, its officers, agents, or employees, for PGW s use in Proposal evaluation and comparison; provided, however, that if any person makes a request as contemplated by the Philadelphia Home Rule Charter and/or Commonwealth Right to Know Act to review or be provided with copies of such financial information or any part thereof, and PGW denies such requests, immediately upon notification thereof, the Proposer shall, at its sole cost and expense, defend PGW and its officers, agents, and employees against any action resulting from denial of such request. If the Proposer fails to promptly provide such defense, PGW, its officers, agents, and employees shall be free to grant such requests, and the Proposer shall be deemed to have waived any cause of action, whether in law or in equity, that it may have against PGW respecting such disclosure. The Proposer agrees to indemnify and hold Page 39 of 62

40 harmless PGW, its officers, agents, and employees from any and all claims, costs, liabilities or damages, including attorney s fees and court costs resulting from PGW s or Proposer s acts or omissions pursuant to this Paragraph The Proposer has ( ) has never ( ) [check one] had a bond or surety canceled or forfeited. (If the Proposer has had a bond or surety canceled, state the name of the bonding company, date, amount of bond and reason for such cancellation or forfeiture.) The Proposer has ( ) has never ( ) [check one] been adjudged bankrupt (Chapter 7), or petitioned the court for relief under the Bankruptcy Code or Act for either business reorganization (Chapter 11) or the Wage Earner s Plan (Chapter 13). If the response is in the affirmative, provide the following information: Date petition filed Case No. and jurisdiction Amount of liabilities and debts Date of discharge or successful completion of reorganization or wage earner s plan The Proposer s bank references are: Name Address The undersigned herewith submits a letter from (name of financial institution) indicating that the Proposer has an available working line of credit of no less than Dollars ($ ), or other evidence of Proposer s capital sufficient to permit it to meet the obligations contemplated by its Proposal The undersigned hereby affirms that the Proposer is authorized to conduct business in the Commonwealth of Pennsylvania, and City of Philadelphia, or will obtain proper authorization to do so before executing an agreement and furnishing the required bond or letter of credit, if any. Page 40 of 62

41 4.5 General Litigation Disclosure Philadelphia Gas Works Request For Proposals Proposer must describe any pending, contemplated or ongoing administrative or judicial proceedings material to Proposer s business, finances or products including, but not limited to, any litigation, consent orders, debarment or contracts with any local, state or federal regulatory agency issued to Proposer or to any parent or subsidiary of Proposer: 4.6 Business Organization Statement 4.6.1General Information Name of Firm [Exactly as it would appear on an agreement; if operating under a fictitious name, so indicate.] Principal Office Address: Telephone Number: Form of Business Entity [check one] ( ) Corporation ( ) Partnership ( ) Individual ( ) Joint Venture Page 41 of 62

42 4.6.2 Corporation Statement If a corporation, answer the following: Date of incorporation: Location of incorporation: Is the corporation authorized to do business in Pennsylvania? Yes ( ) No ( ) If so, as of what date? The corporation is held: Publicly ( ) Privately ( ) Furnish the name, title, and address of each director and officer of the corporation. DIRECTORS Name Address Principal Business Affiliation Other than Proposer s Directorship Page 42 of 62

43 SHAREHOLDERS Philadelphia Gas Works Request For Proposals Name Address Number of Shares Owned OFFICERS Name Position Page 43 of 62

44 4.6.3 Partnership Statement Philadelphia Gas Works Request For Proposals If a partnership, answer the following: Date of organization: General Partnership ( ) Limited Partnership ( ) Partnership Agreement recorded? Yes ( ) No ( ) Date Book Page County State Has the partnership done business in Pennsylvania? Yes ( ) No ( ) When? Name, address, and ownership share of each general partner owning more than five percent (5%) of the partnership: Name Address % of Ownership 1. % 2. % 3. % 4. % 5. % 6. % Page 44 of 62

45 4.6.4 Joint Venture Statement Philadelphia Gas Works Request For Proposals If a Joint Venture, answer the following: Date of organization: Joint Venture Agreement recorded? Yes ( ) No ( ) Date Book Page County State Has the Joint Venture done business in Pennsylvania? Yes ( ) No ( ) When? Name, address of each Joint Venture and percent of ownership of each: Name Address % of Ownership 1. % 2. % 3. % 4. % 5. % 4.7 Warranties by Proposer The Proposer s Proposal has been completed to the best of the Proposer s ability, and the Proposer swears that all information contained herein is true, correct and complete to the best of the Proposer s knowledge, information and belief By submission of this Proposal, the Proposer acknowledges that PGW has the right to make any inquiry or investigation it deems appropriate to substantiate or Page 45 of 62

46 supplement information contained in the Proposal, and Proposer authorizes the release to PGW of any and all information sought in such inquiry or investigation The Proposer declares by the submission of this Proposal that the Proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded or agreed with any Proposer or anyone else to put in a sham Proposal or to refrain from proposing; that the Proposer has not directly or indirectly sought by agreement or communication to secure any advantage against PGW; anyone interested in the Proposal as principal are named within the Proposal; that all statements contained in the Proposal are true; that the Proposer has not directly or indirectly divulged information or data relative to the Proposer s Proposal to any other person, partnership, corporation, or association, except to such person or persons as have a direct financial interest in the Proposer s general business. The foregoing Proposal is hereby submitted by the entity signing below in accordance with all terms and conditions as set forth in the Request for Proposals issued by PGW. PROPOSER: DATE: (Corporate Seal if Applicable) Name of Proposer By: (signature) Name: Title: Attest: (signature) Name: Title: [Add signature lines as necessary below.] Page 46 of 62

47 5 Proposal Evaluation, Negotiation and Contract Award 5.1 Disqualification of Proposers If more than one Proposal is received from any individual, firm, partnership, corporation, or association, under the same or different names, said Proposals will not be considered. Reasonable grounds for believing that any Proposer has an interest in more than one Proposal will cause the rejection of all Proposals in which such Proposer is interested. If there is reason to believe that collusion exists among Proposers, none of the participants in such collusion will be considered. Similarly, unsolicited proposals may not be considered No Proposal shall be received from, or contract awarded to, any PGW or City employee or official who may have any direct or indirect interest in such submitted Proposal or contract. 5.2 Qualification of Proposers PGW will carefully consider the Proposer s qualifications, proposed financial consideration, experience, financial responsibility proposed scope of services, and timeline in evaluating each Proposal. In PGW s evaluation, the Proposal as a whole may bear more weight than the individual parts of the Proposal Following PGW s review of the submitted proposals, PGW may select one or more Proposers with which to negotiate. PGW shall notify Proposer(s) of selection for negotiations. The date that the Proposer s receipt of the notification is confirmed by PGW, is referred to herein as the Notification Date Respondents to this RFP are subject to Philadelphia Code (Chapter ) and the Pennsylvania Ethics Act (65 P.S. Section 401 et.seq.) All respondents are required to disclose any potential conflict caused by PGW or City employees having a financial interest in the entity entering into a contract or agreement with PGW. 5.3 General Reservation of Rights This RFP and the process it describes are proprietary to PGW and are for the sole and exclusive benefit of PGW. No other party, including any respondent to this RFP or future Proposer to any RFP which may be issued by PGW, is intended to be granted any rights hereunder. Any response to this RFP, including written documents and verbal communication, may be subject to public disclosure by PGW, or any authorized agent of PGW and any materials submitted or ideas elicited in response to this RFP shall be the sole and absolute property of PGW with PGW having title thereto and unrestricted use thereof. Page 47 of 62

48 5.3.2 PGW reserves the right to reject as informal or non-responsive any Proposal that, in PGW s sole judgment, is incomplete, is not in conformity with applicable law, is not responsive to this RFP, or contains ambiguities or services not called for by this RFP Without limiting the generality of any other provision of this RFP, PGW reserves the right, at any time prior to execution of an agreement with the successful Proposer, to exercise all or any of the following rights and options, which rights and options PGW may exercise to the extent that PGW, in its sole discretion, deems to be in its best interests: To request additional or supplemental information (including but not limited to information inadvertently omitted by any Proposer in response to this RFP) from any or all Proposers; To accept or reject, at any time prior to its execution of an agreement, any or all Proposals or any part thereof submitted in connection with this RFP; To accept or reject any or all of the items in any Proposal and award the contract in whole or in part if it is deemed in PGW s best interest to do so; To waive any informality, defect, non-responsiveness, or derivation from this RFP that is not, in PGW s sole judgment, material to the Proposal; To negotiate unacceptable provisions incorporated within an otherwise acceptable Proposal submitted in response to this RFP; To reject without evaluation any Proposal that is incomplete, unclear, conditional, or which contains irregularities of any kind; To reject any Proposal that in the sole discretion of PGW is not in the best interest of PGW; To re-issue this RFP without change or modification; To issue a subsequent RFP for this project with terms and conditions that are substantially different from the terms and conditions set forth in this RFP; To cancel this RFP with or without issuing another RFP; To supplement, amend, substitute, or otherwise modify this RFP at any time prior to execution of a final agreement with a Proposer; To reject the Proposal of a Proposer that, in PGW s sole judgment, has been delinquent or unfaithful in the performance of any contract with PGW, or is Page 48 of 62

49 financially or technically incapable of performing the services required in this RFP, or is otherwise not a responsible Proposer; To permit or reject, at PGW s sole discretion, amendments (including information inadvertently omitted), modifications, alterations and/or corrections of Proposals by some or all of the Proposers following Proposal submission; To request that some or all of the Proposers modify Proposals or provide additional information following evaluation by PGW; To conduct such investigations as PGW considers appropriate with respect to the qualifications of any Proposer and/or any information contained in any Proposal; To request clarifications of any unclear Proposal; To negotiate simultaneously, or otherwise, with one or more Proposers; To discontinue and resume negotiations with one or more Proposers; To rescind its rejection of any Proposal(s) and negotiate (or resume negotiations) with a previously rejected Proposer; To not proceed with the process described in this RFP, or to change any time schedules set forth herein; To not enter into an agreement pursuant to this RFP PGW intends to enter into contract negotiations with the selected Proposer. However, PGW reserves the right to terminate any negotiations at any time or conduct simultaneous, competitive negotiations with multiple Proposers. PGW reserves the right to negotiate acceptable terms in an otherwise unacceptable Proposal. Such negotiations may result in changes to material terms of this RFP; in such event, PGW shall not be obligated to inform other Proposers of the changes, or permit them to revise their Proposals accordingly, unless PGW, in its sole discretion, determines that doing so and permitting such is in PGW s best interest. Should negotiations not prove satisfactory with the recommended Proposer(s), PGW reserves the right to discontinue negotiations with the recommended Proposer(s) and additional firms may be asked to enter into negotiations or PGW may solicit new Proposals or issue a new Request for Proposals. Page 49 of 62

50 5.4 Award PGW intends to award the agreement to the Proposer whose Proposal best satisfies the scope of services described in Section 2 and is otherwise in the best interest of PGW. The determination of award shall be made by PGW, in its sole discretion, which decision shall be final. PGW may employ such analysis techniques and professional consultants for Proposal evaluation as it deems necessary. PGW may request submission of additional information to assist it in evaluating a Proposal, and the Proposer shall cooperate fully with such request. The contract resulting from this RFP will be awarded to the qualified Proposer whose Proposal PGW believes will be the most advantageous to PGW. PGW may condition an award on the successful Proposer s agreement to such terms and conditions as required by PGW including, but not limited to, PGW s indemnification. Page 50 of 62

51 EXHIBIT 1. CONFIDENTILITY AGREEMENT CONFIDENTIALITY AGREEMENT THIS AGREEMENT made and entered into as of this day of, 2013, by and between Philadelphia Gas Works by Philadelphia Facilities Management Corporation ( PFMC ), solely in its capacity as operator and manager of the City owned Philadelphia Gas Works, under and pursuant to an Agreement with the City of Philadelphia dated December 29, 1972, as amended (collectively PGW ), and ( Proposer ). W I T N E S S E T H: WHEREAS, PGW conducts its businesses involving extremely confidential information; and WHEREAS, PGW intends to disclose certain Confidential Information (as defined below) to Proposer in the course of contemplating doing business together; and WHEREAS, Proposer recognizes that serious, and possibly irreparable, harm could be suffered by PGW as a result of breach or violation of the terms and conditions agreed to by Proposer in this Agreement. NOW, THEREFORE, in consideration of their mutual disclosure of such Confidential Information, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree, as follows: 1. Confidentiality (a) Confidential Information as used in this Agreement shall mean any information or material which is designated as Confidential and/or Proprietary Information by PGW, whether or not owned or developed by PGW, and which Proposer may obtain knowledge of, through or as a result of the relationship established hereunder with PGW, or as a result of access to PGW s employees, contractors, agents or owners. (b) Without limiting the foregoing, Confidential Information shall specifically include, but shall not be limited to, the following types of information, and other information of a Page 51 of 62

52 similar nature, whether or not reduced to writing, still in development, or otherwise fixed in tangible form: (i) Exhibits B1-M of RFP # ; (ii) formulas, processes, designs, photographs, plans, samples, equipment performance reports, customer lists, pricing information, studies, reports, findings, inventions, ideas, drawings, schematics, sketches, specifications, part lists, technical data, data bases, software in source code, object code or other form, flow charts, algorithms, and other business and technical information, trade secrets and works of authorship which are confidential and the property of PGW; (iii) PGW s customer lists, supplier lists, proposals and procedures; and (iv) Confidential information provided by PGW s clients, shareholders, agents and/or affiliates thereof concerning their respective personal and/or business affairs, property, methods of operation or other data. (c) For purposes of this Agreement, Confidential Information shall not include: (i) (ii) (iii) (iv) (v) (vi) Information that is now or later becomes known to the general public (other than as a result of a breach of this Agreement); Information which is independently developed by Proposer; Information which Proposer lawfully obtains from a third party who has lawfully obtained such information and which is not designated as confidential and/or proprietary; Information which is later published or generally disclosed to the public; Information disclosed pursuant to court order or governmental rule or regulation provided that, to the extent permitted by law, PGW is first given notice of the proposed disclosure and an opportunity to obtain an appropriate protective order; or Information which is contained in documents required to be filed with the Philadelphia Gas Commission, the Pennsylvania Public Utility Commission and/or the Philadelphia City Council, or any court of competent jurisdiction. (d) Proposer shall bear the burden of showing that any of the foregoing exclusions apply to any information or materials. 2. Non-Disclosure; Use; No Interest Conveyed (a) Proposer agrees to hold in confidence and not to disclose or reveal to any person or entity who is not a party to this Agreement the Confidential Information received hereunder without prior written consent of PGW for a period of five years following the Page 52 of 62

53 termination or completion of any transaction between the parties and the return of all tangible Confidential Information to PGW. (b) Confidential Information disclosed hereunder shall be used solely in connection with doing business, or in contemplation of doing business together, unless otherwise agreed in writing between the parties. All materials containing Confidential Information delivered by PGW under this Agreement are and will remain the property of PGW. (c) No license, ownership interest, or other right to use Confidential Information of PGW is conveyed, implied or otherwise created by this Agreement; use is permitted, however, for the limited purpose set forth in paragraph (b) above. This Agreement does not enlarge, diminish, or affect the rights and obligations that either party may have or come to have with respect to any patent, copyright or other proprietary right of either party. 3. Possession of Confidential Materials Proposer agrees that, upon request, it shall immediately turn over to PGW all documents, papers, designs, plates or other materials in Proposer s possession or under Proposer s control which may contain or be derived from PGW s Confidential Information, together with all documents or notes related thereto. 4. Injunctive Relief and Other Remedies For Breach Proposer further agrees that any breach of this Agreement by Proposer will be deemed to have caused PGW immediate and irreparable injury and/or damages, which may be difficult or impossible to calculate. Consequently, Proposer agrees that, in the event of any breach or threatened breach by Proposer, PGW shall be entitled to seek, from any court of competent jurisdiction, the entry of equitable relief, including, without limitation, the entry of temporary restraining orders, preliminary and/or permanent injunctions, decrees of specific performance, and damages. Such relief shall be in addition to, and not in limitation of, any other relief to which PGW may be entitled under law or the terms of this Agreement. 5. Product Development and Marketing This Agreement does not: (i) restrict either party from developing new products or services, improving existing products or services, or marketing any new, improved, or existing products or services, provided such activity does not utilize Confidential Information received hereunder; or (ii) commit either party to disclose any particular information or to develop, make, use, buy, sell or otherwise dispose of any existing or future product or service, or to favor or recommend any product or service of the other party. To be binding, any such restriction or commitment must be in writing and signed by both parties. 6. Degree of Care In addition to the foregoing, Proposer shall protect and safeguard the Confidential Information by using the same degree of care, but no less than a reasonable degree of care to prevent the unauthorized use, dissemination or publication of the Confidential Information as Proposer uses to protect its own confidential or proprietary information of a like nature. 7. General Provisions Page 53 of 62

54 (a) The obligations set forth in this Agreement shall continue with respect to any and all of Confidential Information beyond any termination of the business relationship between both parties for a period of five years following the termination or completion of any transaction between the parties and the return of all tangible Confidential Information to PGW. (b) If any provision contained in this Agreement is held to be invalid or unenforceable by a court of law or equity, this Agreement shall be construed as if such provisions did not exist, and the unenforceability or invalidity of such provision shall not be held to render any other provision or provisions of this Agreement unenforceable or invalid and, in any event, all other provisions of this Agreement shall remain valid and enforceable as if the invalid or unenforceable provision or provisions had never been made a part hereof. (c) This Agreement shall be binding upon the successors, assigns, heirs and representatives of both parties, and shall be governed, construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania. Due to the confidential nature of this Agreement, neither party may assign this Agreement under any circumstances whatsoever without the written consent of the other party. (d) Any notice or other communication required or permitted hereunder shall be given in writing to the other party at the address below, or at such other address as shall be given by either party in writing. Notice shall be deemed to have been given or made when delivered personally, including overnight courier or electronic transmission, provided that if notice is given by electronic transmission it is followed within three (3) days by mailed or delivered written notice, or, if mailed, by certified mail, return receipt requested: PGW: Philadelphia Gas Works 800 W. Montgomery Avenue Philadelphia, PA Phone: (215) 684- Fax: (215) 684- With a copy to: Philadelphia Gas Works Abby Pozefsky, Esquire Chief Administrative Officer and General Counsel 800 W. Montgomery Avenue Philadelphia, PA Phone: (215) Fax: (215) Proposer: Phone: Fax: Page 54 of 62

55 (e) Neither the failure nor any delay on the part of any party to exercise any right, remedy, power or privilege ( Right ) under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any Right preclude any other or further exercise of the same or of any other Right, nor shall any waiver of any Right with respect to any occurrence be construed as a waiver of such Right with respect to any occurrence. No waiver shall be effective unless given in writing by the party asserted to have granted such waiver. (f) This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, concerning the subject matter hereof. The expressed terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing by all of the parties. (g) The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. (h) It is understood and agreed that in entering into and performing this Agreement, PFMC acts solely in its capacity as operator and manager of City-owned Philadelphia Gas Works pursuant to an agreement with the City of Philadelphia, dated December 29, 1972, as amended, and not otherwise; and further that any and all payments required to be made in connection with this agreement shall be made solely from the revenues of the Philadelphia Gas Works. IN WITNESS THEREOF, the parties, by their duly authorized representatives, have signed this Agreement on the day and year first written above. Philadelphia Gas Works by Philadelphia Facilities Management Corporation By: Name: Title: By: Name: Title: Page 55 of 62

56 ATTACHMENT A. AERIAL VIEW of MONTGOMERY PLAZA Page 56 of 62