1-LegalServicesRFP(FInal).pdf

KENTUCKY HOUSING CORPORATION

REQUEST FOR PROPOSALS (RFP)

Kentucky Housing Corporation (KHC) needs special legal services beyond which can be provided by KHC’s in-house legal department. KHC may enter Competitive Negotiations with any Bidder that is deemed a Responsible and Responsive Bidder to this RFP.

KHC is the state housing finance agency and a political subdivision of the Commonwealth of Kentucky. Created by the General Assembly in 1972, KHC’s mission is to invest in quality housing solutions for families and communities across Kentucky.

SERVICES REQUESTED

A. Representing KHC in litigation matters throughout the Commonwealth in state and federal courts;

B. Providing advice to KHC on a variety of general corporate matters including, but not limited to, environmental and employment issues;

C. Attending Board of Directors and Board Committee meetings as requested;

D. Assisting KHC with Special Program Initiatives:

i. Must have knowledge of Section 8 program, low-income housing tax credits, Federal Home Loan Bank procedures, HOME funding and other housing financing protocols that supports the implementation of Recovery Kentucky programs, Scholar House, and other special initiatives supported by KHC.

ii. Must be adept at working with civic leaders, political leaders, housing finance agencies, and service provider agencies.

E. Analyzing of state and federal regulatory issues including laws affecting KHC;

F. Analyzing of tax and security consequences pertaining to corporate activity; and

G. Assisting KHC on other legal matters as needed.

ADDITIONAL INFORMATION

A. This contract will be for no longer than one year with the possibility of two one-year renewals, at the sole discretion of KHC.

B. Each Bidder shall carefully examine the requirements and items requested.

C. The failure of any Bidder to receive or examine any form, instrument, or document, or to acquaint themselves with the special legal needs of KHC will in no way relieve the Bidder from any obligation with respect to its Proposal.

D. Bidder shall submit only one Proposal for Services. Multiple proposals will not be accepted.

REQUIREMENTS FOR SUBMITTAL

Failure to comply with the requirements of this RFP may result in the response not being evaluated. Each response to the RFP must include and address the items below. Bidder must acknowledge the “Acknowledgements and Certifications,” as provided on KHC’s Bonfire portal, regarding the Kentucky Open Records Act and exemptions thereto.

A. Bidder must provide evidence that the Bidder is or will be qualified to do business in the Commonwealth of Kentucky, as evidenced by being registered as active and in good standing with Kentucky’s Secretary of State.

B. A summary of the Bidder, how long it has been in business, its overall practice, names of principals, etc. If the Bidder has a history involving acquisitions related to the proposed services or software, in addition to the details of the current company, provide a summary/details of the acquired company (e.g., when formed, when acquired, its overall practice, names of principals, etc.).

C. Examples of applicable services provided in the last three (3) years similar to that described.

D. Names, phone numbers, and email addresses of contacts for client references of the requested Services.

E. Resumes of the attorney(s) who would be assigned to provide Services detailing educational qualifications, special recognitions, licenses or certification, memberships in professional organizations associated with real estate or lending institutions, and previous work experience including HUD programs.

F. Verification of license to practice law in the Commonwealth and operates an office located in the Commonwealth.

G. Ability to perform services and capability to provide support staff when needed. Bidder may respond to any and all services as desired; however, indicate clearly any services covered under this RFP which Bidder does not intend to perform under the contract. Partial offers to perform legal work under this RFP are acceptable.

H. List hourly fee or other proposed fee for services rendered by all staff to be utilized under the proposal, including paralegal and secretarial staff. Please see the attached Exhibit B outlining the Legislative Research Commission’s legal services rate schedule. KHC is exempt from state taxes and should not be factored into pricing. There are no applicable prevailing wage rates. Any amounts that are estimates of time or materials must be identified as such and state the amounts and rates that apply. Prices during the initial term must remain firm and not subject to change. Any proposed increase in pricing for renewal terms must be identified. If not identified, pricing shall not increase for renewal terms. Any qualifications or conditions to pricing submitted must be clearly stated in the Proposal. Any change after Proposal submission may be deemed a withdrawal of Proposal by KHC.

Note: Certain foreclosure and litigation matters may permit the recovery of attorney’s fees and costs. A procedure should exist to credit or reimburse KHC for moneys previously expended in such matters. Indicate whether Respondent will be able to comply with this requirement. Also, third party recipients pay legal fees directly to legal providers under certain programs and these fees must be reviewed by KHC counsel prior to payment.

I. Include proof of affiliation with an ALTA approved title insurance company authorized to do business in Kentucky.

J. Disclose any prior commitment, which could interfere with or result in a conflict of interest for Bidder, should Bidder be engaged to perform legal services for KHC.

K. Include the name, telephone number, and email address of the individual who will be the principle contact for KHC.

L. Bidder must provide a copy of the Certificate of Insurance that includes the name of professional and workers’ compensation insurance carrier and amounts of coverage

M. Include copies, if relevant, of business certification status, in order to obtain bonus scoring points. KHC accepts minority-owned and women-owned business enterprise (MBE/WBE) certification status from the Kentucky Finance and Administration Cabinet (http://mwbe.ky.gov/Pages/default.aspx); disadvantaged business enterprise (DBE) certification from the Kentucky Transportation Cabinet (http://transportaion.ky.gov/civil-rights-and-small-business-development/Pages/default.aspx); and veteran-owned small business and services-disabled veteran-owned small business (VOSB/SDVOSB) from the U.S. Dept. of Veteran’s Affairs (http://www.va.gov/osdbu/verification/). National certifications will not be accepted.

N. Bidder must acknowledge the “Acknowledgements and Certifications” as provided on KHC’s Bonfire portal and provide any contractual provisions in the event Bidder is selected.

O. Bidder must acknowledge the Contract Provisions as provided in Exhibit A.

P. If the Bidder claims preference as a resident of the Commonwealth Bidder must provide evidence that the Bidder is authorized to transact business in the Commonwealth and has for one year prior to and through the date of this RFP advertisement period made payments to the unemployment insurance fund and maintained a Kentucky workers’ compensation policy.

QUESTIONS REGARDING THE RFP

Any questions posed by Bidders prior to the response deadline must be submitted via KHC’s Bonfire portal at https://kyhousing.bonfirehub.com. KHC will determine whether the response could have a material effect on the Bidder’s proposal. If so, both the question and response will be posted on KHC’s Bonfire portal for all potential Bidders to view. If not, the response will be made only to the questioner. In either case, the file will be documented to reflect the result.

Questions must be submitted by 5:00 P.M., ET, on Friday, February 20, 2026.

RESERVATION OF RIGHTS

KHC reserves the right to:

A. Make amendments to the RFP;

http://mwbe.ky.gov/Pages/default.aspx http://transportaion.ky.gov/civil-rights-and-small-business-development/Pages/default.aspx http://transportaion.ky.gov/civil-rights-and-small-business-development/Pages/default.aspx http://transportaion.ky.gov/civil-rights-and-small-business-development/Pages/default.aspx http://www.va.gov/osdbu/verification/ https://kyhousing.bonfirehub.com/

B. Reject any proposal not meeting mandatory requirements;

C. Award multiple contracts to different Bidders;

D. Reject all proposals, seek new proposals, and cancel the RFP according to the best interests of KHC; and

E. Make investigations regarding qualifications of any or all Bidders as KHC deems necessary, whether by conducting an independent review or contacting the Bidder for discussions.

F. Determine whether a Bidder is a “Responsible Bidder.” The term “Responsible Bidder” means a person, company, or corporation who has the capability in all respects to perform fully the contract requirements and has the integrity and reliability that will assure good faith performance. In determining whether a Bidder is responsible, KHC may evaluate various factors including (but not limited to) financial resources, experience, organization, technical qualifications, available resources, record of performance, integrity, judgment, ability to perform successfully under the terms and conditions of the contract, existing or potential conflicts of interests, and adversarial relationship between the Bidder and KHC that is so serious and compelling that it may negatively impact the work performed under this Invitation for Bid or RFP, or any other cause determined to be so serious and compelling as to affect the responsibility of the Bidder.

In no event will any obligations of any kind be enforceable against KHC unless and until a written agreement is entered.

LIABILITY

KHC shall not be liable for:

A. Any costs incurred by the Bidder in the preparation of any proposal;

B. Any costs incurred by the Bidder for any interviews, discussions, or negotiations relating to this RFP or a resulting contract (i.e., time, travel, accommodations, etc.); or

C. Any disclosure, whether by negligence or otherwise, of any material or information in any form submitted by any Bidder in response to this RFP.

KHC is not bound by any terms until KHC executes a written agreement to memorialize the terms.

KHC may choose to end negotiations at any point in its sole discretion.

SELECTION PROCESS

A review committee will be appointed to review and evaluate proposal submissions and assign a numerical evaluation to each proposal submitted. Based upon the outcome of the numerical evaluation, oral interviews may be conducted with Bidder(s) of the highest-ranking proposals.

Review committee members and RFP Bidders shall not have contact, verbal or written, regarding the RFP prior to the interview phase of the process except as provided above.

Following these procedures, staff recommendations will be presented to KHC’s Board of Directors and the Government Contract Review Committee with the legislature for their consideration and final approval.

The KHC Purchasing Officer may, upon the basis of the written proposals received and without written or oral discussions, award the contract to the responsible offeror submitting the proposal determined in writing to be the most advantageous to KHC. Discussions, if they occur, may be conducted with those bidders that KHC deems are Responsible and Responsive Bidders, in KHC’s sole discretion, via email, phone, video conference, or mail.

The award of contract will be made by written notice to the Responsible and Responsive Bidder whose proposal offers the Best Value to KHC. The Best Value is based on objective and quantifiable criteria of the scoring completed. KHC has no liability under such award until KHC executes a written agreement to memorialize the terms, and KHC may elect not to enter a contract at any point, in its sole discretion.

EVALUATION CRITERIA AND SCORING

Proposals will be evaluated pursuant to the following evaluation criteria:

Proposed Services < 15 points Overall Qualifications, Relevant Experience, and Expertise < 40 points Ability to Perform Services < 30 points Proposed Fee < 15 points

MBE/WBE/DBE/VOSB/SDVOSB Certification 5 Bonus Pts

Resident Bidders are given preference over non-resident Bidders (KRS 45A.494) and the Department of Corrections, the Kentucky Industry for the Blind, Incorporated or any nonprofit agency for the blind, deaf, or hard at hearing, or agencies of individuals with severe disabilities are given preference over other Bidders.

SUBMISSION OF PROPOSALS

A. Proposals must be submitted electronically, as indicated in the KHC Bonfire portal at https://kyhousing.bonfirehub.com, no later than the time indicated below. Bidder must acknowledge the “Acknowledgements and Certifications,” as provided on KHC’s Bonfire portal, regarding the Kentucky Open Records Act and exemptions thereto.

B. Proposals received after the deadline will not be accepted or reviewed for selection, unless the Bidder can provide evidence that the cause of the delay was beyond the Bidder’s control. The Purchasing Officer will make a final determination as to whether to consider the Proposal.

C. Proposals must be received by 5:00 p.m., ET, on Friday, February 27, 2026.

CONFLICT OF INTEREST

In submitting a response, Bidders affirm that, to the best of their knowledge, there exist no conflicts of interest between them and KHC or its employees as defined by all applicable Kentucky Revised Statutes and KHC ethics and compliance policies and procedures.

https://kyhousing.bonfirehub.com/

EXHIBIT A

KENTUCKY HOUSING CORPORATION

ACKNOWLEDGEMENT OF CONTRACT PROVISIONS

I hereby acknowledge and accept the following contract provisions, without revision, if this organization is awarded a contract with Kentucky Housing Corporation. I acknowledge that I have read and understand the requirements and provisions of the RFP and the contract provisions included in this Acknowledgement of Contract Provisions.

I am the of

(Type name of signatory authority) (Title or position)

The corporation, partnership, association, sole proprietor, or other entity named as company and Bidder herein (Contractor), and I am legally authorized to sign this and submit it to Kentucky Housing Corporation on behalf of said organization.

Signed: Date:

Name: Title:

Firm name:

1. INVOICING

The Contractor's invoices for expenses must include specific, detailed information of each expense for which reimbursement is requested. All invoices must be signed and dated by the Contractor. Contractor shall maintain supporting documentation to substantiate their reports and shall furnish same if required by KHC.

2. PERFORMANCE STANDARDS

Contractor shall exercise all reasonable skill, care, and diligence in the performance of this Contract and shall carry out all its obligations in accordance with generally accepted and recognized professional standards. The Contractor shall at all times, in respect of any matter relating to this Contract, act to protect the legitimate interests of KHC and its consumers, and shall take all reasonable steps to keep costs to a minimum and consistent with sound professional practices.

3. WARRANTY

Contractor warrants that Contractor will strictly conform with the requirements of the Contract.

4. RETENTION OF RECORDS

The Parties shall maintain all records pertaining to this Contract for a period of not less than three (3) years after the termination or expiration of the Contract.

5. ACCESS TO RECORDS

The Contractor, as defined in KRS 45A.030 (10), agrees that KHC, the Finance and Administration Cabinet, the Auditor of Public Accounts, FNMA, FHA, VA, RHS, CFPB, and the Legislative Research Commission, or their duly authorized representatives, shall have access to any books, documents, papers, records, or other evidence, which are directly pertinent to this Contract for the purpose of financial audit or program review. Records and other prequalification information confidentially disclosed as part of the bid process will not be deemed as directly pertinent to the Contract and will be exempt from disclosure as provided in KRS 61.878(1)(c). The Contractor also recognizes that any books, documents, papers, records, or other evidence, received during a financial audit or program review will be subject to the Kentucky Open Records Act, KRS 61.870 to 61.884. If any deficiencies are identified in the financial audit or program review, KHC may request that the Contractor remedy their policies and procedures to comply with financial consumer laws and audit or program review recommendations. Failure of the Contractor to provide access to books, documents, papers, records, or other evidence for audit or program review, or to remedy deficiencies with compliance of consumer financial laws and audit or program recommendations will be considered an Event of Default and KHC may terminate the

6. COMPLIANCE WITH FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS

The Contractor shall obtain any required permits and comply with applicable federal, state, and municipal laws, codes, and regulations for Services performed pursuant to this Contract. The Contractor shall have an accounting system that permits the timely development of necessary cost data and is in accordance with generally accepted accounting principles.

Every entity formed or doing business in Kentucky is required by law to maintain a registered agent and a registered office in Kentucky upon whom process (such as summons and subpoenas) may be served. The Contractor shall be registered with the Secretary of State of Kentucky prior to entering into the Contract. The Contractor shall maintain an active status and good standing with the Secretary of State of Kentucky during the Contract period.

Contractor shall notify KHC of any violation or failure to comply with federal, state, and municipal requirements within twenty four (24) hours of learning of the violation or failure to comply. KHC may monitor the Contractor’s compliance with this Section and require remediation if issues are identified. Failure of the Contractor to obtain any required permits, notify KHC of violations, or comply with federal, state, and municipal requirements will be considered an Event of Default and KHC may terminate the Contract.

7. CONFIDENTIALITY

The parties shall comply with the provisions of the Privacy Act of 1974 and instruct its employees to use the same degree of care as it uses with its own data to keep confidential information concerning client data, the business of the Contractor, KHC, its financial affairs, its relations with its consumers and its employees, as well as any other information which may be specifically classified as confidential by either party in writing to the other. Contractor shall have an appropriate agreement extending these confidentiality requirements to Contractors’ employees. Contractor shall maintain as confidential any information acquired from or provided by KHC consistent with the requirements of KRS 205.175 and KRS 205.177. Contractor shall not release such information to any person, partnership, corporation, or association without the written approval of KHC. Written approval by KHC is not required for release by Contractor to state and federal investigatory authorities. Failure of the Contractor to keep required information confidential will be considered an Event of Default and KHC may terminate the Contract.

Each party’s confidential information is and will remain the property of the disclosing party, and this Contract does not grant nor imply any license or other rights to a disclosing party’s confidential information except as expressly set forth in this Contract.

Within five (5) business days after a disclosing party’s request, the receiving party shall promptly, at the disclosing party’s election, destroy or deliver to the disclosing party all confidential information and materials furnished to the receiving party, and provide a company officer’s written certification of compliance with said destruction or delivery.

Non-Public Personal Information

The Contractor shall use consumer non-public personal information (NPPI) as is only necessary for the purposes of this Contract. Contractor shall follow its internal policies and procedures to maintain the confidentiality of NPPI. Failure of the Contractor to keep NPPI confidential will be considered an Event of Default and KHC may terminate the

8. DATA BREACH

Contractor shall comply with all provisions of KRS 61.931 to KRS 61.934, including that Contractor shall implement, maintain, and update security and breach investigation procedures which are appropriate to the nature of the information disclosed, at least as stringent as the security and breach investigations, procedures, and practices disclosed in KRS 61.932(1), and reasonably designed to protect the data from unauthorized access, use, modification, disclosure, manipulation, or destruction. In the event of a data breach, Contractor shall notify KHC in the most expedient manner possible, and without unreasonable delay but in no event later than seventy two (72) hours from the determination of a security breach relating to the data in Contractor’s possession.

Contractor’s breach notification must address the effects of the breach on KHC and its consumers and corrective actions to be taken. In the event of Contractor committing an unauthorized disclosure of data listed in KRS 61.931(6), Contractor shall provide to KHC a copy of any and all reports and investigations relating to such investigations or notifications that are required by federal law or regulation. Contractor shall be responsible for all costs related to a failure to comply with this Section and for compliance with the provisions of KRS 61.931 through 61.934.

9. CONFLICT-OF-INTEREST LAWS AND PRINCIPLES

The Contractor hereby certifies by its signature hereinafter that it is legally entitled to enter into this Contract with KHC and certifies that it is not and will not violate any conflict of interest statute (KRS 45A.330-45A.340, 45A.990, 164.390, or any other applicable statute) or principle by the performance of this Contract. Failure of the Contractor to be legally entitled to enter into this Contract and adhere to the provisions of this Section will be considered an Event of Default and KHC may terminate the Contract.

10. NON-DISCRIMINATION

During the performance of this Contract, the Contractor agrees as follows:

A. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, sex, age, veteran status, disability, familial status, marital status, actual or perceived sexual orientation, and actual or perceived gender identity. The Contractor further agrees to comply with the provisions of the Americans with Disabilities Act (ADA) and its amendments, Public Law 101-336, and applicable federal regulations relating thereto prohibiting discrimination against otherwise qualified disabled individuals under any program or activity. The Contractor agrees to provide, upon request, needed reasonable accommodations. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, national origin, sex, age, veteran status, disability, familial status, marital status, actual or perceived sexual orientation and actual or perceived gender identity. Such action will include, but not be limited to the following: employment, upgrading, demotion or transfer;

recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the non-discrimination clause.

B. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, national origin, sex, age, veteran status, disability, familial status, marital status, actual or perceived sexual orientation, and actual or perceived gender identity.

C. In the event of the Contractor's noncompliance with the non-discrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be terminated or suspended in whole or in part and the Contractor may be declared ineligible for further government contracts or federally-assisted construction contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, as amended, and such other sanctions may be imposed and remedies invoked as provided in or as otherwise provided by law.

11. CAMPAIGN FINANCE

Contractor certifies that it has not contributed more than the amount specified in KRS 121.056(2) to the campaign of the gubernatorial candidate elected at the election last preceding the date of this Contract. Contractor further swears under the penalty of perjury, as provided by KRS 523.020, that neither Contractor nor the company which Contractor represents, has knowingly violated any provisions of the campaign finance laws of the Commonwealth, and that the award of a Contract to Contractor or the company which Contractor represents will not violate any provisions of the campaign finance laws of the Commonwealth. Failure of the Contractor to comply with Kentucky campaign finance laws will be considered an Event of Default and KHC may terminate the Contract.

12. INSURANCE

During the term of this Contract, if required by KHC, Contractor shall maintain, and shall require any subcontractor to maintain, director’s and officers’ liability insurance, workers' compensation insurance, employer liability insurance, cyber and information security coverage, and such other liability insurance as reasonably necessary to provide adequate coverage against losses and liabilities attributable to the respective acts or omissions in the performance of this Contract. The following insurance coverage must be in effect for the Contract Period, as specified below:

A. Commercial General Liability: $1,000,000.00 combined single limit per occurrence for bodily injury, personal injury, and property damage with a $3,000,000 annual aggregate. The deductible or self-insured retention per occurrence may not be more than $10,000.00. KHC shall be named as additional insured on the Commercial General Liability policy.

B. Automobile Liability: $250,000.00 combined single limit per accident for bodily injury and property damage.

C. Workers’ Compensation and Employers’ Liability: Workers’ Compensation with statutory benefits without limit, as required by the Kentucky Workers Compensation Act, and employer’s liability limits of $1,000,000.00 per accident.

The Contractor shall provide KHC with a copy of the Certificate of Insurance for any policy other than self-insurance or any reinsurance. The Contractor shall not cancel the coverage without thirty (30) days prior written notice to KHC.

Notice of coverage must be sent, prior to the commencement of work under the Contract to the attention of Lori Davis, Legal Services and Compliance Department, Kentucky Housing Corporation, 1231 Louisville Road, Frankfort, KY 40601, or by email to mcadams@kyhousing.org.

Contractor shall notify KHC within five (5) business days of any cancellation, changes to coverage, or interruption of insurance coverage. If insurance coverage expires at any time during the term of this Contract, Contractor shall promptly provide a new Certificate of Insurance evidencing coverage as required herein for not less than the remainder of the term of this Contract. Failure of the Contractor to obtain or maintain the required insurance will be considered an Event of Default and KHC may terminate the Contract.

13. CHANGES TO SCHEDULED SERVICES

KHC reserves the right to require reasonable changes in the criteria and the schedule of Services, consisting of additions, deletions, or modifications provided such changes in Services must be authorized in writing by both parties referencing this Contract. To the extent such changes impact pricing or ongoing processes and procedures, the changes will go into effect thirty (30) days after such written agreement. If the Contractor is unable to perform or requests a change to the Services to be performed in this Contract, the Contractor must notify KHC immediately.

14. CHANGES TO BUSINESS PRACTICES

If the Contractor experiences financial difficulty in operating its business, considers or implements a strategic business change, or suffers a significant incident such as information breach, data loss, service or systems interruption, compliance lapse, enforcement action, or other regulatory action, then the Contractor shall notify KHC of the changes, the effects on the business, and the Contractor’s ability to perform its Services under this Contract. Contractor shall have business resumption and contingency plans to ensure continuation of the business function in the case of bankruptcy, business failure, or business interruption. KHC has the right to monitor the Contractor’s contingency plans and require remediation if issues are identified. Failure of the Contractor to notify KHC of changes to business practices or maintain contingency plans will be considered an Event of Default and may terminate the Contract.

mailto:mcadams@kyhousing.org

15. PURCHASING AND SPECIFICATIONS

The Contractor shall not attempt in any manner to influence any specifications to be restrictive in any way or respect nor shall it attempt in any way to influence any purchasing of services, commodities, or equipment by KHC. Failure of the Contractor to adhere to the provisions of this Section will be considered an Event of Default and may terminate the

16. CONSUMER COMPLAINTS

Contractor shall have policies and procedures in place to be notified, record, track, and resolve consumer complaints in a courteous and timely fashion. Contractor shall respond to any consumer complaint that arises out of the Services provided in this Contract and shall provide KHC with a copy of the complaint with details of how the matter was resolved.

KHC has the right to monitor the Contractor’s compliance with this Section and require remediation if issues are identified. Failure of the Contractor to maintain policies and procedures to handle consumer complaints will be considered an Event of Default and KHC may terminate the Contract.

17. INTELLECTUAL PROPERTY AND DATA

Contractor may use KHC and consumer data, technology, and intellectual property only as is necessary to provide the Services of this Contract. Contractor shall not use the name, logo, or any other trademarks of KHC without KHC’s prior written authorization. Failure of the Contractor to adhere to the provisions of this Section will be considered an Event of Default and KHC may terminate the Contract.

18. OWNERSHIP OF MATERIALS RELATED TO SERVICES

The Parties agree that any materials prepared and delivered by Contractor in the course of providing the Services are considered works made for hire. All rights, title, and interests of such materials are assigned to KHC and are its sole and exclusive property. Contractor agrees to execute a separate document evidencing such assignment upon request by

KHC.

19. CANCELLATION

Any violation of a provision of this Contract will be considered an Event of Default. Upon an Event of Default, KHC may terminate this Contract immediately with written notice served on the Contractor by registered or certified mail. Also, KHC shall have the right to terminate and cancel this Contract at any time upon thirty (30) days written notice served on the Contractor by registered or certified mail. If KHC terminates the Contract for any reason, KHC shall only pay for reasonable Services performed until termination of the Contract, so long as Contractor remains otherwise in compliance with the Contract and assists KHC with the efficient transition of files and services.

Funding Out Provision

KHC may terminate this Contract if funds are not available for the purpose of making payments without incurring any obligation for payment after the date of termination, regardless of the terms of the Contract. KHC shall provide the Contractor thirty (30) calendar days written notice of termination of the Contract.

20. SUSPENSION OF PAYMENTS AND DEBARMENT

KHC shall have the right to immediately suspend payments pursuant to this Contract or any other grant or program under which the Contractor receives KHC funding, upon evidence that in KHC’s discretion appears to indicate that the Contractor has committed fraud, is guilty of non-compliance, or has committed any other crime or wrong-doing. Any Contractor that is determined to have committed any act prohibited in 200 KAR5:315 or KHC’s Suspension and Debarment Policy may, in KHC’s sole discretion, be placed on probation, suspended from future bidding or contracting with KHC, or a combination of both in accordance with KHC’s Suspension and Debarment Policy. If Contractor becomes debarred or suspended from doing business with any federal or other state agency during the term of this Contract, Contractor shall notify KHC within seventy-two (72) hours of the determination. Failure of the Contractor to adhere to the provisions of this Section will be considered an Event of Default and KHC may terminate the Contract.

21. INDEMNIFICATION

Contractor shall indemnify and hold KHC harmless from and against all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, charges, and expenses, including reasonable attorney fees, which may be imposed upon or incurred by KHC as a result of Contractor’s acts or omissions in performance of the Services of this

22. SOCIAL SECURITY

The parties are cognizant that KHC is not liable for Social Security contributions pursuant to 42 U.S. Code, Section 418, relative to the compensation of the Contractor for this

23. FORCE MAJEURE

Neither Party shall be liable for public utility performance (e.g., Postal service; telephone;

or water company, etc.) or for the consequence of public utility non-performance. Events or conditions beyond the reasonable control of the Parties, such as natural disasters, fires, floods, elements, transportation crashes, or utility failures will not be construed as non-performance, nor will reductions be applied as a result of such events. Each Party shall inform the other in writing with proof of receipt within five (5) business days of the existence of a Force Majeure event or otherwise waive this right as a defense. Contractor shall have a business resumption and contingency plan in place for a Force Majeure event.

24. SUBCONTRACTING

If the Contractor intends to subcontract any part of this Service, the Contractor shall provide full disclosure of the subcontractor’s name and a description of the relationship.

Before any subcontractor may begin work in relation to this Contract, KHC, in its sole discretion, shall approve any contract of subcontracting services related to this Contract.

The Contractor remains fully liable for all work performed by the subcontractor.

25. OBLIGATION OF GOOD FAITH

Each party shall be obligated to act in good faith in the performance and enforcement of its obligations herein, and shall deal fairly, honestly, and reasonably with the other party, having due regard for all relevant facts and circumstances.

26. MODIFICATION

An alteration in the specifications, delivery point, rate of delivery, contract period, price, quantity, or other contract provision, and change orders, administrative changes, notices of termination, or the exercise of contract options (collectively, Modification) to this Contract may only be effective if in writing and duly executed by both Parties. Any requests for Modifications must be sent to the other Party immediately upon learning of a need for a modification and the Parties may conduct noncompetitive negotiations to reach an amicable Modification.

27. SEVERABILITY

It is understood and agreed by the Contractor that if any part, term, or provision of this Contract is held by the courts to be illegal or in conflict with any law of the Commonwealth of Kentucky or of the United States of America, the validity of the remaining portions or provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the particular part, term, or provision held to be invalid, if the remainder of the Contract is capable of performance.

28. DISPUTE RESOLUTION; CHOICE OF LAW AND FORUM PROVISION

The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Contract or its interpretation. All questions as to the execution, validity, interpretation, construction, and performance of this Contract will be governed by the laws of the Commonwealth of Kentucky. Furthermore, the parties hereto agree that any legal action which is brought on the basis of this Contract must be filed in the Franklin County Circuit Court of the Commonwealth of Kentucky or the United States District Court for the Eastern District of Kentucky, Frankfort Division. Any legal action brought under this Contract must be tried by the court sitting without a jury.

29. MISCELLANEOUS PROVISIONS

A. This Contract may be signed by each party upon a separate copy, and in such case one counterpart of this Contract will consist of a sufficient number of such copies to reflect the signature of each party hereto. This Contract may be executed in two or more counterparts, each of which will be deemed an original, and it will not be necessary in making proof of this Contract or the terms and conditions hereof to produce or account for more than one of such counterparts.

B. The parties agree that electronic signatures may be deemed as original signatures.

The signature page may be signed by the parties and sent to the other by electronic transmission.

C. The headings set forth in this Contract are for convenience or reference only, and the words contained therein will in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Contract.

D. The terms and conditions of this Contract will be binding upon and will inure to the benefit of the successors and assigns, respectively, of the parties. This provision will not be construed to permit assignment of any of its rights and duties under this Contract which assignment is prohibited except with the prior written consent of

KHC.

E. This Contract sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing contracts among them concerning the subject matter hereof, and may be modified only by a written instrument duly executed by each of the parties hereto.

F. Time is of the essence in the performance of each of the terms and conditions of this Contract.

G. KHC reserves the right, as its sole discretion, to alter the funding source of this Contract to the extent allowed by law.

30. NOTICES

Unless otherwise instructed, all notices, consents, and other communications required or permitted by this Contract must be in writing. Such notices must be served upon KHC by electronic submission to @kyhousing.org or to , , 1231 Louisville Road, Frankfort, KY 40601.

Such notices must be served upon Contractor by electronic submission to or to .

31. VIOLATION OF TAX AND EMPLOYMENT LAWS

KRS 45A.485 requires the Contractor to reveal to KHC, prior to the award of a Contract, any final determination of a violation by the Contractor within the previous five (5) year period of the provisions of KRS Chapters 136, 139, 141, 337, 338, 341, and 342. These statutes relate to the state sales and use tax, corporate and utility tax, income tax, wages and hours laws, occupational safety and health laws, unemployment insurance laws, and workers compensation insurance laws, respectively.

To comply with the provisions of KRS 45A.485, the Contractor shall report any such final determination(s) of violation(s) to KHC by providing the following information regarding the final determination(s): the KRS violated, the date of the final determination, and the state agency which issued the final determination.

KRS 45A.485 also provides that, for the duration of any Contract, the Contractor shall be in continuous compliance with the provisions of those statutes which apply to the Contractor's operations. Failure of the Contractor to reveal a final determination as described above or to comply with the above statutes for the duration of the Contract, will be considered an Event of Default, may terminate the Contract, and may disqualify the Contractor from eligibility for future KHC Contracts for a period of two (2) years according to KHC’s Suspension and Debarment Policy. KHC has the right to monitor the Contractor’s compliance with this Section and KHC may require remediation if issues are identified.

Exhibit B

Legislative Research Commission Government Contract Review Committee

Legal Services: Duties and Maximum Rate Schedule Amended January 8, 2002

*Policy Statement 99-1 *

It shall be the policy of the Government Contract Review Committee of the Legislative Research Commission to consider for approval, only those personal service contracts for legal services that conform to the following description and maximum rate schedule:

Private Attorneys and Law Firms

Duties:

Under general supervision, provides professional legal services on a designated case or specific legal matter as a private attorney; principle, partner, or associate within a law firm; or serves as hearing officer, legal counselor, or legal representative for a state agency.

Maximum Rate Schedule:

Partner Associate Appellate Case $20,000/case

Not to exceed $125/hour Not to exceed $100/hour

Not to exceed $125/hour and not to exceed without prior approval

Fees paid by an agency shall not exceed the committee's maximum rate schedule, unless required by the complexity of litigation or title examination, or uniqueness of the subject matter, in which case, prior justification must be presented to the committee.

Private Attorneys and Law Firms (Title Opinion)

Under general supervision, provides professional legal title examination services on certain parcels of land in various counties throughout the Commonwealth of Kentucky which the Commonwealth desires to acquire for the maintenance or construction of public improvements, roads, or roadways.

Maximum Rate Schedule:

Surface Title Opinion Mineral Title Opinion

Not to exceed $170/title Not to exceed $500/title, plus the appropriate hourly rate for required by pnor

Updates

Attorneys or Paralegals, not to exceed $500, unless the complexity of title examination, in which case, justification must be presented to the committee.

Not to exceed $40/update

Fees paid by an agency shall not exceed the committee's maximum rate schedule, unless required by the complexity of litigation or title examination, or uniqueness of the subject matter, in which case, prior justification must be presented to the committee.

Paralegals

By virtue of special training and under direct supervision, provides aid and legal assistance to a private attorney; principle, partner, or associate within a law firm; legal counselor;

hearing officer; or legal representative of a state agency.

Maximum Fee:

Not to exceed $40/hour

High Rate Areas (]) As used in this policy:

(a) "Attorney" means an attorney-at-law, whether in private practice, as a member of a law firm, or as member of an association of attorneys;

(b) "High Rate Area" means those geographic areas recognized by the secretary of the Finance and Administration Cabinet as high rate areas by promulgation of an administrative regulation; and

(c) An attorney shall be considered to have a "principal place of business" located in Kentucky, if the attorney has a place of business in Kentucky and declares a business nexus in Kentucky for Kentucky income tax purposes.

(2) Attorneys with a principal place of business located in Kentucky shall be given a preference over attorneys with a principal place of business located outside Kentucky when selecting attorneys for legal services. State agencies shall submit to the committee, along with each contract with an out of state attorney, a list of other attorneys and law firms considered for the needed service and evidence that reasonable efforts were made to obtain legal services from an attorney with a principal place of business in Kentucky.

(3) The Government Contract Review Committee may approve higher hourly rates for legal services provided in high rate areas, or for legal services provided by attorneys located in high rate areas.