REQUEST FOR INFORMATION (RFI)

BROADBAND INFRASTRUCTURE UPGRADE AND EXPANSION

Issued by:
Louisville Metro Government
Department of Economic Growth and Innovation
ONE (! "#$D %O&' O( )"E $E*&ON*E #ND ONE (! %D O( )"E $E*&ON*E
IN # M#%"INE $E#D#+LE DO%,MEN) (O$M#) (e-.-/ $)(! IN%L,DING #N'
&$OD,%) LI)E$#),$E O$ D#)# M,*) #L*O +E *,+MI))ED IN M#%"INE0
$E#D#+LE (O$M#)
#ll responses shall be addressed and returned to:
)ed *mith
%hief of Economic Growth and Innovation
Department of Economic Growth and Innovation
111 *outh (ifth *t-/ *te- 233
Louisville/ 4' 13535
$esponses must be received no later than 6:33 &M E*) on 7anuary 6 531. )he outside
of the envelope or pac8a.e must clearly indicate the name of the pro9ect/ :$(I for
+roadband Infrastructure ,p.rade and E;pansion/< the time/ and the date specified for
receipt-
)he name and address of the $espondent must be clearly printed on the outside envelope
or pac8a.e-
$E=,E*) (O$ IN(O$M#)ION
*,+7E%): +roadband Infrastructure ,p.rade and E;pansion
IN=,I$IE*: #ll in>uiries or >uestions must be directed to )ed *mith/ %hief of
Economic Growth and Innovation/ ?350?@10113/ or fa; ?350?@10116 or email
)ed-*mithAlouisville8y-.ov-
=uestions must be received no later than December 6/ 536. If a determination is made
that a clarification or chan.e to the $(I document is re>uired/ a written addendum will be
mailed or fa;ed by the Department of Economic Growth and Innovation to all $(I
document holders- $espondents are responsible for obtainin. all $(I materials-
Deadline and &rocedures for *ubmittin. $esponses: $esponses must be received by
Louisville Metro Government in the Department of Economic Growth and Innovation no
later than 6:33 &M E*) on 7anuary 6/ 531. )he Department of Economic Growth and
Innovation can be reached at telephone number ?350?@10113-
$esponses must be delivered to the followin. address:
)ed *mith
%hief of Innovation
Department of Economic Growth and Innovation
111 *outh (ifth *t-/ *te- 233
Louisville/ 4' 13535
*ubmit one (! hard copy and one (! cd of your response includin. any product
literature or data- *ubmittals shall be labeled: :$(I for +roadband ,p.rade and
Infrastructure E;pansion-< &lease return this sheet with completed information below as a
part of your submittal documents-
$espondin. to this $(I is not a pre0re>uisite for respondin. to any subse>uent
solicitations relatin. to this pro9ect-
Table of Contents
Table of Contents
I. PROCESS OERIE!
II. GENERA" INITATION
III. OB#ECTIES OF RFI
I. GUIDANCE FOR RESPONSES
. SCOPE OF REQUESTED INFORMATION
I. SUPPORTERS OF T$E PRO#ECT
II. INFORMATION ABOUT T$E RESPONDENT
III. AREAS OF COOPERATION
IX. GENERA" TERMS FOR RFI
X. APPENDIX A
I. PROCESS OVERVIEW
A. S%&e'(le
)he estimated schedule for the $(I process is as follows:
$(I $elease B6B6
Deadline for >uestions from potential
$espondents
5B6B6
$esponses Due B6B1
#ny chan.es in the process or updates to the schedule above will be posted on the
Louisville Metro Government website at www-louisville8y-.ov-
B. Co))(n*%at*ons +*t& "o(*s,*lle Met-o Go,e-n)ent an' Re.(ests fo-
A''*t*onal Info-)at*on
#ll .eneral communications re.ardin. the $(I or re>uests for additional information
should be directed to:
)ed *mith
%hief of Economic Growth and Innovation
Department of Economic Growth and Innovation
111 *outh (ifth *t-/ *te- 233
Louisville/ 4' 13535
?350?@10113
)ed-*mithAlouisville8y-.ov
C. F(-t&e- P-o%ess
Louisville Metro Government (:LMG<! anticipates that based on the information
.athered throu.h this $(I process/ it will proceed to a $e>uest for &roposals that will
result in bindin. commitments between LMG/ a *ervice &rovider/ and potentially other
entities related to the up.radin. and e;pandin. broadband infrastructure in Louisville as
described in this $(I-
II. GENERAL INVITATION
LMG issues this $(I to .ather ideas and recommendations for developin./ up.radin.,
and e;pandin. broadband infrastructure in the city and improvin. access to hi.h0speed
Internet for residents across Louisville- )his process will inform the development of a
comprehensive telecommunications infrastructure that supports economic development
and other public purposes by meetin. the technolo.ical needs of current and future
businesses and residents and ensurin. that all who live and wor8 in Louisville will have
access to reliable wired andBor wireless service at ade>uate speeds and affordable prices-
LMG see8s ideas and comments from respondents the followin. three .oals:
Goal : %reate a world0leadin. .i.abit0capable networ8 in tar.eted commercial corridors/
as well as in residential areas with demonstrated demand/ to foster innovation/ drive 9ob
creation/ and stimulate economic .rowth-
Goal 5: &rovide free or heavily0discounted 33 M+ (minimum! internet service over a
wired or wireless networ8 to underserved and disadvanta.ed residential areas across
Louisville
Goal 6: Deliver .i.abit internet service at prices comparable to other .i.abit fiber
communities across the nation-
LMG welcomes ideas and recommendations from all interested or potentially interested
parties/ includin. or.aniCations with a commercial interest in the pro9ect- &otential
respondents are encoura.ed to collaborate in offerin. ideas and recommendations-
$espondents are not re>uired to submit responses pertainin. to all three .oals and LMG
encoura.es interested parties to respond to any and all relevant aspects of this $(I-
)his is not an invitation for bids or re>uests for proposals/ therefore/ no standard LMG
terms and conditions or contractual lan.ua.e is contained herein/ nor is it re>uired in
your response- No contract award will result from this solicitation- (or purposes of the
$(I/ the term :$espondent< or :Dendor< means the entity providin. a written response to
this $(I-
III. OBJECTIVES OF RFI
LMG is committed to ma8in. the critical investments and policy modifications re>uired
to ensure that it is prepared to meet the demands of a 5
st
%entury economy- LMG must
provide the resources necessary for businesses/ residents/ and .overnment to succeed and
thrive in order to build on the economic base it has already established and to be a .lobal
leader and pioneer- #vailability of and access to a hi.h0speed broadband networ8 has
>uic8ly become viewed as critical urban infrastructure/ similar to electricity/ water/ and
roadways- )oday/ currently0available speeds do not provide an ade>uate foundation to
propel the city forward in a technolo.y0based economy-
Goal : %reate a world0leadin. .i.abit0capable networ8 in residential nei.hborhoods and
commercial corridors with demonstrated demand/ to foster innovation/ drive 9ob creation/
and stimulate economic .rowth-
# first step toward achievin. affordable hi.h0speed internet access could include buildin.
upon e;istin. LMG0owned fiber to focus on providin. immediate access to households in
locations near this fiber- In addition/ this access should be provided in selected areas
where there is a demonstrated demand and where construction is a cost0effective ad9unct
to construction related to the tar.eted commercial and industrial areas- 4ey to this effort
will be levera.in. e;istin. fiber assets/ deployin. new fiber where necessary/ and
connectin. this bac8bone to serve new and e;istin. residences and businesses in tar.et
locations-
LMGEs primary .oal is to increase penetration of affordable broadband service to foster
innovation/ drive 9ob creation/ and stimulate economic .rowth- )o help LMG achieve
these .oals/ respondents should include in their responses ideas and recommendations for
accomplishin. the followin. ob9ectives:
a. a- Increase competition to improve cost0effective internet access for
residents (e-.-/ remote wor8ers/ home0based enterprises! and businesses
that need/ or will need/ faster connectivity-
i. i- &rovide a reliable platform for technolo.y and research
institutions that re>uire hi.h0speed broadband to conduct business-
ii. ii- Enhance educational opportunities at universities
and health care delivery services-
iii. iii- *timulate new product/ application/ and service
development throu.h increased bandwidth and networ8 capacity-
iv. iv- #llow businesses to focus on .rowin. their
business/ not the lac8 of access to needed telecommunications
infrastructure-
b. b- &rovide discounted or no0cost 33 M+ (minimum! service in low
income %ensus tracts of Louisville to drive (re!location of select
businesses to those areas-
i. i- *upport LMGEs economic development strate.y throu.h
(re!location incentives-
ii. ii- Drive tar.eted economic development efforts in
specified areas of the city-
iii. iii- &osition Louisville as a leadin. destination for ne;t0
.eneration/ technolo.y0focused business relocation-
c. c- &rovide discounted or no0cost .i.abit service to urban anchor
where .i.abit service improves community development-
i. i- &rovide priority access to schools/ libraries/ community
centers/ and public safety a.encies/ all of which face increasin.
demand for internet access-
ii. ii- &rioritiCe e;tendin. fiber to anchor institutions to
reduce .aps in overall networ8 topolo.y-
iii. iii- &rovide access to nonprofits and other or.aniCations
that serve the community-
In addition/ LMG anticipates that implementation of a .i.abit0speed capable networ8
will:
- %reate a platform for technolo.y companies to create the ne;t0.eneration of
products and services-
5- $educe e;istin. andBor future .overnment telecommunications costs while
simultaneously providin. faster speed and improved service-
6- Levera.e and coordinate on.oin. infrastructure improvement efforts to reduce
networ8 development costs-
1- Encoura.e competition and transparency-
?- &rovide a comprehensive broadband infrastructure that can be e;panded upon to
serve other areas of Louisville in the future-
2- &osition Louisville as a .lobal leader in technolo.y and innovation-
Goal 5: &rovide free or heavily0discounted .i.abit internet service over a wired or
wireless networ8 to underserved and disadvanta.ed residential areas across Louisville.
In addition to providin. cuttin.0ed.e broadband service for commercial sectors/ as well
as residential areas with demonstrated demand/ widespread access to reliable/ affordable
hi.h0speed internet service is critical to ensurin. that all Louisville residents are
connected to the modern economy- Low0income and disadvanta.ed residents are often
underserved by the cityEs current broadband infrastructure and a lac8 of universally0
available/ affordable broadband service- Overcomin. .eo.raphic or financial barriers to
connect all Louisville residents to the educational/ cultural/ and economic opportunities
and resources they deserve is essential to empower city residents to be at the forefront in
an increasin.ly borderless/ di.ital world- E;istin. pro.rams in the city that provide very
low cost connectivity options for >ualifyin. households may offer a potential model for
how to roll this out at scale-
)o help LMG achieve this .oal/ respondents are invited to submit ideas and
recommendations on approaches to providin. free or heavily discounted 33 M+
(minimum! internet service over a wired or wireless networ8 to underserved or
disadvanta.ed residential areas.
Goal 6: Deliver .i.abit internet service at prices comparable to other .i.abit fiber
communities across the nation-
)o help LMG achieve this .oal/ respondents are invited to submit ideas and
recommendations on approaches for providin. this level of bandwidth at prices consistent
with prices char.ed in .i.abit communities across the nation-
IV. GUIDANCE FOR RESPONSES
*trate.ies included in responses to the $(I should aim for forward0loo8in./
assertive technolo.y solutions that create immediate advanta.es for users and
fertile platforms for innovations in products and services that sustain our
technolo.y leadership for years to come-
"i.h bandwidth in the upstream direction is considered essential-
*ome or all of a respondentEs proposed service offerin.s could initially be at
speeds below the thresholds so lon. as the overall strate.y furthers the .oals of
broadband innovation and development- Fhile LMG shares a belief that ultra0
hi.h0speed broadband networ8s are a pre0re>uisite for on.oin. advances in a
number of disciplines/ end0users in our city have a wide0ran.e of networ8in.
needs and use0cases- Fe do not anticipate that all areas in Louisville would
receive access to similar speeds at similar times-
$espondents should feel free to propose alternative business models and networ8
solutions that could be used to meet LMGEs needs-
V. SCOPE OF REQUESTED INFORATION
A. Geo/-a0&*% A-eas
LMG invites responses that include ideas and recommendations re.ardin. the
development of a .i.abit fiber networ8 in defined .eo.raphic areas where demand for the
service is li8ely to be sufficient/ as well as e;panded wired andBor wireless broadband
service to underserved and disadvanta.ed residential areas- %omprehensive responses
will e;amine e;istin. resources and evaluate the feasibility of networ8 e;pansion in these
areas/ includin. the necessary steps and additional resources or policy chan.es re>uired
to develop an e;pansive networ8-
B. Des*-e' Net+o-1 C&a-a%te-*st*%s
LMG intends to be an infrastructure and policy partner only and does not intend to act as
a retail service provider or networ8 operator- Desired networ8 characteristics are outlined
below-
General $e>uirements for #ll )echnolo.y *olutions
Gigabit Wired, Wired or Wireless Broadband
%ustomers should be able to attach any devices to the networ8/ as lon. as they do not
impair networ8 performance- %ustomers must also be able to post and access any lawful
content on non0discriminatory terms- Data must be encrypted while traversin. the
broadband networ8 in order to ensure the security and privacy of customers-
)he networ8 must be characteriCed by a transport infrastructure that is physically and
lo.ically redundant and provide raw Layer 5 transport in addition to I&v1 and I&v2 Layer
6 routin.- )he infrastructure must be capable of providin. GG-GH availability/ be resilient
with low latency and 9itter/ and ensure that pac8ets sent and received at the networ8 ed.es
are identical- (inally/ the networ8 must permit the adoption of technolo.ies such as
DFDM/ L)E/ I35-ac and other technolo.ies as they become standardiCed or .ain a
si.nificant mar8et share-
Gi.abit Networ8 $e>uirements
In addition to the .eneral re>uirements outlined above/ LMG prefers an open networ8
architecture that allows for multiple service providers and e>ual access to fiber
infrastructure at reasonable wholesale cost/ providin. dedicated bandwidth to all
customers and service providers- )he networ8 must be sufficient to support the provision
of any combination of voice/ video/ and data services at .i.abit speed/ in both upstream
and downstream directions/ to residents in Louisville.
C. P(bl*% Assets an' Inf-ast-(%t(-e
LMG possesses a variety of public assets and infrastructure that may be levera.ed to
support the development and e;pansion of a comprehensive telecommunications
networ8- )he use of any of these assets may be sub9ect to certain restrictions/ re.ulations/
andBor additional authoriCation by other a.encies- *ome assets may be preempted from
use due to e;istin. contractual relationships/ limitations due to ta;0e;empt bonds or .rant
fundin. restrictions concernin. private use, and some may be removed from
consideration for some other reason- #ny such preemption may be disclosed at any time-
Louisville Metro %ode of Ordinances
%hapter 2 of the Louisville Metro %ode of Ordinances .overns franchises for
communication services (Louisville Metro %ode of Ordinances sections 2-@3 J
2-@@!- &lease reference the re>uirements of this chapter when considerin. public assets
and infrastructure-
In addition to the assets outlined below/ LMG may also consider additional investments
and support for broadband infrastructure e;pansion- )he respondent is encoura.ed to
propose additional areas where LMG could e;tend support-
. $i.hts0of0way
LMG has over 6/333 miles of roadways and alleys- In addition/ the city has an e;tensive
networ8 of water mains and sewers that can potentially be levera.ed to support e;pansion
of broadband infrastructure- &lanned street maintenance could be utiliCed to coordinate
any proposed wor8 with pree;istin. construction schedules and these schedules may have
certain fle;ibility to ali.n with a potential networ8 rollout-
5. Li.ht and ,tility &oles
LMG owns thousands of li.ht poles across the city- If considered an optimal form of
supportin. wired or wireless broadband infrastructure/ li.ht poles could potentially be
levera.ed for aerial placement of e>uipment- Dependin. on the type of e>uipment
re>uired/ certain poles may re>uire concurrent up.rades or replacement at the time of
installation- In addition to LMG0owned li.ht poles/ there are thousands of utility poles
owned by other entities/ such as LGKE. ,sa.e of these poles would re>uire further
ne.otiation with the individual utilities-
6. %ity *upport
In any future procurement that may follow the issuance of this $(I/ the Department of
Economic Growth and Innovation will serve as the point of contact and support for any
successful future procurement respondent and will coordinate efforts with other LMG
a.encies to ensure a smooth and rapid deployment-
1. Mar8et &otential
In any future procurement that may follow the issuance of this $(I/ LMG anticipates
partnerin. with sister a.encies to levera.e overall annual I) spendin./ sub9ect to
a.reement by those a.encies/ to accelerate development of .i.abit speed broadband in
Louisville-
LMG is willin. to wor8 with respondents to analyCe potential demand in proposed
service areas and underserved and disadvanta.ed residential areas by helpin. to pull
to.ether data on e;istin. private broadband spendin. and demand for .i.abit service-
$espondents are invited to propose additional areas in the city where networ8 e;pansion
supports economic .rowth and presents viable economic opportunity for a potential
service provider-
VI. SUPPORTERS OF T!E PROJECT
$espondents should be aware that LMG has discussed this $(I with a number of entities
in the city/ who have e;pressed support for the pro9ects described in this $(I (referred to
hereafter in the a..re.ate as :*upporters-<! )o the e;tent useful to the respondent/ the
response should refer to ways in which partnerships with one or more of the *upporters
would improve the ability of the $espondent to meet the .oals of this $(I-
)he *upporters include:
1. Institutions of "i.her Education
2. "ealth %are (acilities
3. Non0%ity Government #.encies
4. +usinesses
5. %ommercial $eal Estate OwnersBDevelopers
6. Multiple Dwellin. ,nit OwnersBDevelopers
VII. INFORATION ABOUT T!E RESPONDENT
)he response should include .eneral information about the respondent/ such as:
1. +ac8.round information includin. the followin. details for each company or
or.aniCation represented in the response: company name/ company address/
company web pa.e/ description of products and services/ professional
stren.ths and abilities-
2. Identification of a lead company or or.aniCation if more than one is
represented in the response-
3. %ontact information for the company or .roupEs primary contact-
$espondents may provide more than one contact/ but should desi.nate only
one primary contact- )he followin. details should be included for each
contact: name/ title/ company name/ address/ phone number and email
address-
4. Description of the respondentEs e;perience financin./ desi.nin./ buildin./
provisionin. andBor operatin. broadband networ8s or other ma9or
infrastructure pro9ects.
5. Description of any test results/ pilot pro9ects or e;periments involvin. new
networ8 technolo.ies or networ8 elements that mi.ht be incorporated into
respondentEs proposed solution(s!-
6. *ufficient information to demonstrate the respondentEs financial ability to
en.a.e in a pro9ect of the ma.nitude described in the response-
7. Description of any current or past contractual relationships/ partnerships/
collaborations or other wor8in. relationships with LMG or any of its sister
a.encies-
VIII. AREAS OF COOPERATION
)o the e;tent not covered in previous responses/ this section hi.hli.hts ways that LMG
can cooperate with respondents to improve the business case for proposed solutions-
*pecifically/ this section could include:
- $esources and facilities: E;planation of need for access to community assets
and resources- $espondents should also address the relative importance and
impact of variations in terms or more fle;ibility with respect to accessin. the
followin. types of community assets/ facilities/ and policies:
a- &ole #ttachments
b- ,tility conduits
c- Dar8 fiber
d- +ac8haul or I*& partnerships involvin. local/ statewide or re.ional
fiber assets
e- &ublic $i.hts of Fay
f- ,nder.roundin. policies
.- Other community assets/ facilities (includin. radio towers! or policies
not specifically mentioned above
5- $e.ulatory environment: Description of any rules or re.ulations at the federal/
state or local level that could impact the feasibility or underlyin. economics
associated with the proposed solutions- $esponses should also include an
e;planation of any forms of proposed re.ulatory relief/ includin. streamlined
permittin./ which could improve the economic case for the business models or
networ8 solutions proposed or for other networ8 solutions that respondents
considered but dismissed as uneconomic due to e;istin. re.ulations-
6- %ontractin. issues: E;planation of any material considerations or
e;pectations that respondents have with respect to any of the followin. issues
li8ely to be ne.otiated durin. any future $e>uests for &roposal:
a- Intellectual property
b- Insurance
c- Indemnities
d- Farranties
e- Dispute resolution
f- Other contractin. issues not specifically listed above
1- Other partnership or revenue opportunities: Discussion of any other types of
partnerships or wor8in. relationships between respondents and *upporters
which could improve the business case for respondents to partner with one or
more *upporters- (or e;ample/ a company may wor8 with universities and
the surroundin. communities to develop partnerships that allow the company
to deliver voice/ video and data services/ andBor to pilot cuttin.0ed.e new
products/ recruit new employees/ or enter brandin. and mar8etin. a.reements-
Fe encoura.e respondents to be creative and su..est other types of partnerships or
business opportunities of interest-
I". GENERAL TERS FOR RFI
A. D*s%la*)e-
$esponses to this $(I become the e;clusive property of LMG- #ll documents submitted
in response to this $(I may be re.arded as public records and may be sub9ect to
disclosure- )his $(I is issued solely for information and plannin. purposes and does not
constitute a solicitation- No material submitted in response to this $(I will be returned-
$espondents are solely responsible for all e;penses associated with respondin. to this
$(I-
i. - %onfidentiality
#ll submissions are sub9ect to the 4entuc8y Open $ecords #ct (4entuc8y $evised
*tatutes/ sections 2-I@3 J 2-II1!- )o the e;tent that respondents desire to submit
proprietary information to LMG/ LMG represents that it will use all reasonable efforts to
claim available e;emptions under the Open $ecords #ct (:O$#<!/ and will notify the
affected respondent if an O$# re>uest is received in connection with that proprietary
information- #ll materials that the respondent believes are proprietary M,*) be labeled
:&roprietary/ privile.ed and confidential-< LMG cannot .uarantee that its efforts to claim
available e;emptions will be successful and LMG may be re>uired to disclose the
respondentEs information-
i. 5- Incurred %osts
LMG will not be liable in any way for any costs incurred by respondents in replyin. to
this $(I/ includin./ but not limited to/ costs associated with preparin. the response or
participatin. in any site visits/ demonstrations/ conferences or oral presentations-
". APPENDI" A
Conf*'ent*al*t2 State)ent
)he undersi.ned/ on behalf of LLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL
(:$espondent<!/ e;ecutes this %onfidentiality *tatement (:*tatement<! as of the
LLLLLLLLLLLLLL day of LLLLLLLLLLLLLLLLLL/ 536-
+ac8.round:
$espondent is considerin. whether to respond to the $e>uest for Information (:$(I<!
issued by LouisvilleB7efferson %ounty Metro Government (:LMG<!/ re.ardin. the
construction and operation of a broadband networ8- In order to assist $espondent in its
preparation of its response to the $(I/ LMG will provide $espondent with certain non0
public information (:%onfidential Information<! about the cityEs infrastructure- )he
%onfidential Information includes but is not limited to/ a map or maps of Louisville/
showin. e;istin. lit and dar8 fiber/ water and sewer openin.s/ under.round frei.ht
tunnels/ and other sub0surface infrastructure of the city that/ for security and safety
reasons/ is not publicly available-
LMG considers some or all of the %onfidential Information to be e;empt from disclosure
pursuant to the 4entuc8y Open $ecords #ct andBor other laws or re.ulations relatin. to
critical infrastructure information- "owever/ in the interest of cooperatin. with
$espondent and its e;ploration of possibilities relatin. to the $(I/ LMG is providin. the
%onfidential Information with the understandin. that it will be used only for the purpose
of respondin. to the $(I/ and will under no circumstances be distributed publically
without the e;press written permission of LMG-
$espondent understands that in discussin. and providin. %onfidential Information to
$espondent/ LMG does not waive any e;emption(s! or privile.e(s! from disclosure that it
otherwise possesses under the 4entuc8y Open $ecords #ct/ or under any other state or
federal law or re.ulation-
In reco.nition of the benefits to $espondent of receivin. %onfidential Information from
LMG/ $espondent will underta8e the followin. obli.ations with respect to the
%onfidential Information:
$espondentEs Obli.ations:
- $espondent will maintain the confidentiality of the %onfidential Information
whether transmitted in writin./ verbally/ or electronically.
5- $espondent will only have a duty to protect %onfidential Information if it is
disclosed in a manner in which Metro Government reasonably communicated/ or
$espondent should reasonably have understood under the circumstances/ that the
disclosure should be treated as confidential/ whether or not the specific
desi.nation :confidential< or any similar desi.nation is used-
6- $espondent may use %onfidential Information only for the purpose of respondin.
to the $(I- $espondent will use a reasonable de.ree of care to protect the
%onfidential Information and to prevent any unauthoriCed use or disclosure of
%onfidential Information- $espondent may share the %onfidential Information
with its employees/ directors/ a.ents or third party contractors who need to 8now
it and if they have a.reed with $espondent in writin. to 8eep the information
confidential- $espondent will promptly notify LMG of any unauthoriCed access to
%onfidential Information of which $espondent becomes aware-
1- %onsistent with applicable 4entuc8y privacy laws/ and sub9ect to the provisions
of the 4entuc8y Open $ecords #ct/ $espondent shall: (a! protect all %onfidential
Information usin. the same practices it uses to protect trade secrets/ (b! notify
LMG immediately upon receipt of a re>uest if $espondent believes a response to
a re>uest re>uires the disclosure of %onfidential Information and (c! immediately
provide LMG with a copy of any re>uest by a third party see8in. inspection and
copies of such %onfidential Information from $espondent- $espondent may
disclose %onfidential Information by subpoena or otherwise when compelled to
do so by law if it provides reasonable prior notice to LMG unless a court orders
that LMG not be .iven notice- "owever/ LMG may oppose release at LMGEs
e;pense- $espondent must provide assistance to LMG in opposin. the subpoena
or re>uest-
?- %onfidential Information does not include information that (a! was 8nown to
$espondent without restriction before receipt from Metro GovernmentM (b! is
publicly available throu.h no fault of $espondentM (c! is ri.htfully received by
$espondent from a third party without a duty of confidentialityM or (d! is
independently developed by $espondent-
2- $espondent will ma8e copies of the confidential Information only as reasonably
necessary for $espondent to en.a.e in the purpose of respondin. to the $(I-
+ecause %onfidential Information is confidential for public safety or security
reasons/ all copies of such information includin. the ori.inal(s! must be returned
to LMG or destroyed when no lon.er needed for the purpose of respondin. to the
$(I- "owever/ in no event are copies to be retained lon.er than one year from the
date of this *tatement unless otherwise permitted by LMG in writin.-
@- $espondent understands that LMG is under no obli.ation to proceed with any
business transaction with it-
I- $espondent understands that it does not ac>uire any intellectual property ri.hts to
the %onfidential Information e;cept the limited ri.hts necessary to use the
%onfidential Information for the purpose of respondin. to the $(I-
G- +y acceptin. the %onfidential Information/ $espondent understands and
ac8nowled.es that the e;clusive venue for any dispute relatin. to it shall be the
state courts of 4entuc8y or the ,-*- District %ourt for the Festern District of
4entuc8y/ Louisville Division/ and that its obli.ations with respect to the
%onfidential Information will be .overned by the laws of the *tate of 4entuc8y/
includin. its conflict0of0laws principles-
3- $espondent represents and warrants that its undersi.ned officer has full authority
and capacity to e;ecute this *tatement on its behalf-
By:__________________________________
Name:
)itle: