PROPOSAL SUBMISSION CHECKLIST

The vendor MUST include the following with the proposal submission.

If the items highlighted below are not submitted with the proposal submission, The Commonwealth of Kentucky (Commonwealth) MUST deem the proposal non-responsive and

SHALL NOT consider for award.

All other items MUST be submitted prior to award.

FACE OF SOLICITATION - SIGNED [see Section 60.4]

*PROPOSED TECHNICAL SOLUTION UNDER SEALED COVER AND BY CLOSING

DATE AND TIME [see Sections 60.5 – 60.7]

*PROPOSED COST SOLUTION UNDER SEALED COVER AND BY CLOSING DATE

AND TIME [see Section 60.8 & Attachment B]

*MANDATORY REQUIREMENTS CHECKLIST [see Attachment G]

TRANSMITTAL LETTER [see Section 60.6(A)]

REVENUE FORM 10A100 KENTUCKY TAX REGISTRATION APPLICATION (see Section 60.6 (C)]

CERTIFICATE OF AUTHORITY- REGISTRATION WITH SECRETARY OF STATE

BY A FOREIGN ENTITY [see Section 60.6 (D)]

REQUIRED ANNUAL AFFIDAVIT AND OTHER AFFIDAVIT(S) [see Attachment C]

EEO FORMS IF APPLICABLE [see Section 40.21]

*The Commonwealth defines SEALED as, “a closure that must be broken to be opened and that thus reveals tampering,” (Merriam-Webster Dictionary, http://www.merriam-webster.com/dictionary/seal).

*Please see Attachment E - The Protection of Personal Information Security and Breach Investigation Procedures and Practice Act (KRS 61.931), et seq.

effective January 1, 2015.

http://www.merriam-webster.com/dictionary/seal

ATTACHMENT A

Commonwealth Request for Proposal (RFP)

For Trustee Election Services for KRS RFP 758 2000000126

Release Date: October 30, 2019

CLOSING DATE AND TIME: December 5, 2019 at 3:30pm EST

(See Section 10.9 of this RFP for the Estimated Schedule of RFP Activities)

Issued by The Finance and Administration Cabinet

On Behalf Of Kentucky Retirement Systems

Commonwealth Buyer:

Susan S. Noland, KCPM

Statewide Procurement Consultant

COMMONWEALTH OF KENTUCKY

FINANCE AND ADMINISTRATION CABINET

Office of Procurement Services

New Capitol Annex

702 CAPITOL AVE RM 096

FRANKFORT KY 40601

(502) 564-5951

Fax: (502) 564-6013 Susan.Noland@ky.gov

TABLE OF CONTENTS

Proposal Submission Checklist Section 10 – Introduction and Overview Section 20 – Background and Present System Summary Section 30 – Kentucky Retirement Systems IT Requirements Section 40 – Procurement Requirements Section 50 – Scope of Work Section 60 – Proposal Submission Section 70 – Proposal Evaluation Section 80 - Negotiations Section 90 - Attachments mailto:Susan.Noland@ky.gov

SECTION 10 – INTRODUCTION AND OVERVIEW

10.1 Purpose

The purpose of this Request for Proposal (RFP) is to solicit proposals for competitive negotiations pursuant to 200 KAR 5:307.

Kentucky Retirement Systems (KRS) is seeking qualified, independent firms to administer our Board of Trustees (Board) elections in a secure, efficient, and cost effective manner. Elections should be administered using an electronic option via online voting and a paper option administered through traditional mail.

Transparency of election procedures and results is of the utmost importance. As required by statute, no KRS employee shall have access to the election system.

10.2 Issuing Office

The Commonwealth Finance and Administration Cabinet, Office of Procurement Services, is issuing this RFP on behalf of KRS. The Finance and Administration Cabinet is the only office authorized to change, modify, amend, alter, or clarify the specifications, terms and conditions of this RFP.

A contract, based on this RFP, may or may not be awarded. Any contract award from this RFP is invalid until properly approved and executed by the Finance and Administration Cabinet.

10.3 Access to Solicitation, RFP, and Addenda

The Commonwealth wants each prospective vendor to have full and complete information on which to base a proposal response. Only information presented or referred to in this RFP and any additional written information that is supplied by the Commonwealth Buyer shall be used by vendors in preparing the response.

The solicitation, addenda, and attachments shall be posted to the Kentucky Vendor Self Service site at:

http://emarsonline1311.state.ky.us/webapp/vssprdonline/AltSelfService

It is not necessary to register to access the solicitation. Unregistered vendors can access solicitations by clicking on public access.

In the event of any conflict or variation between the solicitation or modification as issued by the Commonwealth and the vendor’s response, the version as issued shall prevail.

10.4 RFP Terminology

For the purpose of this RFP, the following terms may be used interchangeably:

o Proposer, Offeror, Contractor, Provider, or Vendor o Commonwealth Buyer, Buyer, Purchaser, or Contract Officer o RFP, Solicitation, or Procurement http://emarsonline1311.state.ky.us/webapp/vssprdonline/AltSelfService o Bid, Proposal, or Offer o Commonwealth of Kentucky, Commonwealth, or State, Agency, Kentucky

Retirement Systems o Fiscal Year will be defined as the Commonwealth fiscal year: July 1 through

June 30 o Biennium will be defined as the Commonwealth biennium: July 1 of each even numbered year through June 30 of the next even numbered year o Requirements that include the words “Shall”, “Will”, “Must” indicate a mandatory requirement

10.5 Restrictions on Communications

The Commonwealth Buyer named on the Cover Sheet of this RFP shall be the sole point of contact throughout the procurement process. All communications, oral and written (regular, express, or electronic mail, or fax), concerning this procurement shall be addressed to the Buyer.

For violation of this provision, the Commonwealth shall reserve the right to disqualify the vendors’ proposal response.

10.6 Written Questions and Deviations Regarding this RFP

Vendors are encouraged to submit written questions pursuant to Section 10.9 of this RFP. Should a vendor object to any of the Commonwealth’s standard terms and conditions or provisions of the solicitation, that vendor must specifically identify the deviation and must propose specific alternative language that could be acceptable to the Commonwealth. Vendors must include a brief statement of the purpose and impact, if any, for each proposed change in addition to the specific proposed alternate wording. General references to the vendor’s terms and conditions or attempts at complete substitutions are not acceptable.

Deviations shall not be in conflict with the basic nature of this solicitation. The Commonwealth reserves the right to reject any and/or all deviations in whole or in part. Vendors must submit deviations pursuant to the schedule in Section 10.9 of this RFP.

Written questions and deviations shall be submitted to the Commonwealth Buyer via email at Susan.Noland@ky.gov or via fax at 502-564-6013. Vendors should submit questions on Attachment D-Vendors Question Form and deviations on Attachment F – Vendors Deviation Form. No questions or deviations shall be accepted after the date(s) listed in Section 10.9 unless the question(s) or deviation(s) is considered material to the procurement. The Commonwealth shall respond to salient questions in writing by issuing an addendum to the solicitation..

Any addendum will either incorporate acceptable deviations into solicitation, indicate the deviation is negotiable with the successful offeror or indicate the deviation is unacceptable. Offerors proposals that include any deviation deemed unacceptable pursuant to the addendum will result in disqualification of the offerors proposal. The addendum shall be posted to the Kentucky Vendor Self Service site.

10.7 Notification of Award of Contract

The procurement process will provide for the evaluation of proposals and selection of the successful proposal in accordance with State law and regulations. KRS Chapter 45A of the Kentucky Model Procurement Code provides the regulatory framework for the procurement of services by State agencies.

All applicable statutes, regulations, policies and requirements shall become a part of an award as well as the Information Technology (IT) requirements.

To view the award of contract(s) and the contractor(s) receiving the award(s) for this solicitation, access the Kentucky Vendor Self Service site at:

http://emarsonline1311.state.ky.us/webapp/vssprdonline/AltSelfService .

Vendors can search for the solicitation title or number in the keyword search field, or can filter their search for only awarded solicitations by clicking on Advanced Search and changing the status to “Awarded.” The award(s) information can be accessed by clicking on the details button of the solicitation and clicking the “Notice of Award” tab. It is the vendor’s responsibility to review this information in a timely fashion. No other notification of the results of an award of contract will be provided.

10.8 Protest

Pursuant to KRS 45A.285, the Secretary of the Finance and Administration Cabinet, or his designee, shall have authority to determine protests and other controversies of actual or prospective offerors in connection with the solicitations or selection for award of a contract.

Any actual or prospective offeror or contractor, who is aggrieved in connection with solicitation or selection for award of a contract, may a file protest with the Secretary of the Finance and Administration Cabinet. A protest or notice of other controversy must be filed promptly and in any event within two (2) calendar weeks after such aggrieved person knows or should have known of the facts giving rise thereto. All protests or notices of other controversies must be in writing and shall be addressed and mailed to:

William M. Landrum III, Secretary

COMMONWEALTH OF KENTUCKY

FINANCE AND ADMINISTRATION CABINET

New Capitol Annex

702 CAPITOL AVE RM 383

FRANKFORT KY 40601

The Secretary of Finance and Administration Cabinet shall promptly issue a decision in writing. A copy of that decision shall be mailed or otherwise furnished to the aggrieved party and shall state the reasons for the action taken.

http://emarsonline1311.state.ky.us/webapp/vssprdonline/AltSelfService

The decision by the Secretary of the Finance and Administration Cabinet shall be final and conclusive.

10.9 Estimated Schedule of RFP Activities

The following table presents the anticipated schedule for major activities associated with the RFP distribution, proposal submission, proposal evaluation process, and contract award. The Commonwealth reserves the right at its sole discretion to change the Schedule of Activities, including the associated dates and times.

Anticipated Schedule of Activities

Release of RFP

October 30, 2019

1st Set Of Vendors’ Written Questions due by 10:00 AM EST

(SUBMIT QUESTIONS ON ATTACHMENT D-VENDORS’

QUESTION FORM)

November 7, 2019

Vendors Deviation Form due by 10:00 AM EST

(SUBMIT QUESTIONS ON ATTACHMENT F- VENDORS’

DEVIATION FORM)

November 7, 2019

Commonwealth’s Response to 1st Set of Vendors’ Written Questions and Deviations

November 12, 2019

Proposals due by 3:30 PM EST

December 5, 2019

All bidders are cautioned to be aware of security in the Capitol Annex in Frankfort.

In-person or courier delivered bids/proposals in response to a Commonwealth solicitation should be delivered a minimum of thirty (30) minutes to one (1) hour earlier than the published closing date and time to allow for a security check-in.

Delays due to building security checks shall not be justification for acceptance of a late bid or proposal. Vendor attention to this advisory is encouraged.

SECTION 20 – BACKGROUND AND PRESENT SYSTEM SUMMARY

20.1 Background

KRS operates three (3) Internal Revenue Code (IRC) Section 26 qualified governmental retirement plans under Kentucky Revised Statutes Chapter 16.505 et seq., Chapter

61.510 et seq. and Chapter 78.510 et seq. KRS is governed by the Board and a Board appointed Executive Director. Additional information concerning KRS, including Board policies, can be obtained at the following website: http://kyret.ky.gov.

http://kyret.ky.gov/

Elected Trustees

The KRS Board is composed of seventeen members, ten nominated by the

Governor, two elected from the members or retired members of the Kentucky

Employees Retirement System (KERS), three elected from the members or retired members of County Employees Retirement System (CERS), one elected from the members or retired members of the State Police Retirement System (SPRS), and the Secretary of the Personnel Cabinet.

Election Frequency Each trustee serves a four-year term. Elections are staggered so that each system has an election every four years, but no two systems have an election in the same year. Since there are only three systems, there is no election every fourth year:

Calendar Year 2020 – No election held Calendar Year 2021 – CERS election Calendar Year 2022 – KERS election Calendar Year 2023 – SPRS election Calendar Year 2024 – No election held Calendar Year 2025 – CERS election Calendar Year 2026 – KERS election Calendar Year 2027 – SPRS election

House Bill 80 (Regular Session 2019) amended Kentucky Revised Statute 61.645 to allow the KRS Board to conduct trustee elections by electronic ballot. Beginning with the CERS election in January 2021, members will have the ability to cast votes electronically.

Currently, KRS does not have an electronic balloting system in place. We are seeking vendors who can successfully implement an election process that incorporates both online and paper ballot options. KRS is looking for one vendor to handle all aspects of the trustee election process, including printing and mailing paper ballots, managing electronic ballots, tabulating all ballots, and certifying election results. In this case, certifying the results means the vendor will provide signed documentation attesting to the accuracy of the election results.

SECTION 30 – KENTUCKY RETIREMENT SYSTEMS IT REQUIREMENTS

30.1 Systems, network, and application software

Systems, network, and application software used to process sensitive information must adhere to the highest level of sensitivity and criticality for the data they process. All software must be sufficiently patched, protected, and monitored to prevent unauthorized use, copying, modification, deletion, destruction, or denial.

Software must be configured in such a manner as to prevent general system users the capability to view password or access control tables, bypass security mechanisms, or use restricted security software functions.

The access privileges to modify software, to use restricted software utility programs, or programs with diagnostics capable of bypassing or compromising security for systems that house KRS data must not be utilized.

30.2 Vendor Risk and Threat Management Responsibilities

The vendor shall protect against the unauthorized or accidental disclosure, misuse, modification, or loss of data, whether intentional or accidental, and shall implement the necessary standards and controls to ensure the confidentiality, integrity, and availability of KRS’ information assets. In addition, the vendor shall collect and utilize personally identifiable information and other sensitive data only to the extent that it is needed to fulfill operational or legal requirements.

In the event of a possible data breach, compromise, or data loss of any kind of KRS data, KRS must be notified within 24 hours or less.

The authentication mechanisms, data/credential transfer technologies, and data at rest must utilize the latest National Institute of Standards and Technology (NIST) approved encryption technologies that leverage the latest encryption standards.

At a minimum the vendor must perform at least an annual threat assessment to identify vulnerabilities with the results made available to the KRS Security Team.

KRS is the owner of all collected and transferred data. Any data collected cannot be used, copied, forwarded, or sold for any reason. Any data stored by the vendor must be stored in the United States.

Per KRS standard operating procedures, upon execution of a contract the vendor is required to adhere to the following:

1. KRS requires a detailed white paper with the security measures and protections that are in place.

2. A network diagram will be provided to identify the location for all KRS data, the path it takes, and the safeguards that will be in place to monitor and protect.

3. KRS’ Business Associate Agreement and Confidentiality Agreement will be signed to ensure that the vendor takes responsibility for the integrity and confidentiality of KRS’ data during the transfer and at rest at the identified vendor location.

4. KRS requires an executive summary of the latest threat assessment performed.

30.3 Software Licenses Agreements

The vendor will be responsible for any software license purchases or renewals that are required to provide the services needed.

The vendor will be responsible for any hardware and software that will be required for the services needed.

30.4 Service Level Agreement and Support

KRS reserves the right to request a Service Level Agreement and Support agreement upon execution of a contract.

SECTION 40 – PROCUREMENT REQUIREMENTS

40.1 Procurement Requirements

Procurement requirements are listed under “Procurement Laws, Preference, Regulations and Policies” and “Response to Solicitation” located on the eProcurement Web page at:

https://finance.ky.gov/services/eprocurement/Pages/LawsPrefRegsPolicies.aspx and http://finance.ky.gov/services/eprocurement/Pages/VendorServices.aspx respectively. The vendor must comply with all applicable statutes, regulations and policies related to this procurement.

40.2 Contract Components and Order of Precedence

The Commonwealth’s acceptance of the contractor’s offer in response to the solicitation, indicated by the issuance of a contract award by the Office of Procurement Services, shall create a valid contract between the Parties consisting of the following:

1. Procurement Statutes, Regulations and Policies

2. Any written Agreement between the Parties;

3. Any Addenda to the Solicitation;

4. The Solicitation and all attachments

5. Any Best and Final Offer;

6. Any clarifications concerning the Contractor’s proposal in response to the

Solicitation;

7. The Contractor’s proposal in response to the Solicitation.

In the event of any conflict between or among the provisions contained in the contract, the order of precedence shall be as enumerated above.

40.3 Final Agreement

The contract represents the entire agreement between the parties with respect to the subject matter hereof. Prior negotiations, representations, or agreements, https://finance.ky.gov/services/eprocurement/Pages/LawsPrefRegsPolicies.aspx http://finance.ky.gov/services/eprocurement/Pages/VendorServices.aspx either written or oral, between the parties hereto relating to the subject matter hereof shall be of no effect upon this contract.

40.4 Contract Provisions

If any provision of this contract (including items incorporated by reference) is declared or found to be illegal, unenforceable, or void, then both the Commonwealth and the contractor shall be relieved of all obligations arising under such provision. If the remainder of this contract is capable of performance, it shall not be affected by such declaration or finding and shall be fully performed.

40.5 Type of Contract

The contract proposed in response to this solicitation shall be on the basis of a firm fixed unit price for the elements listed in this solicitation. This solicitation is specifically not intended to solicit proposals for contracts on the basis of cost-plus, open-ended rate schedule, nor any non-fixed price arrangement.

40.6 Contract Usage

As a result of this RFP, the contractual agreement with the selected vendor will in no way obligate the Commonwealth to purchase any services or equipment under this contract. The Commonwealth agrees, in entering into any contract, to purchase only such services in such quantities as necessary to meet the actual requirements as determined by the Commonwealth.

40.7 Addition or Deletion of Items or Services

The Office of Procurement Services reserves the right to add new and similar items, by issuing a contract modification, to this contract with the consent of the vendor. Until such time as the vendor receives a modification, the vendor shall not accept delivery orders from any agency referencing such items or services.

40.8 Changes and Modifications to the Contract

Pursuant to KRS 45A.210 (1) and 200 KAR 5:311, no modification or change of any provision in the contract shall be made, or construed to have been made, unless such modification is mutually agreed to in writing by the contractor and the Commonwealth, and incorporated as a written amendment to the contract and processed through the Office of Procurement Services and approved by the Finance and Administration Cabinet prior to the effective date of such modification or change pursuant to KRS 45A.210(1) and 200 KAR 5:311. Memorandum of understanding, written clarification, and/or correspondence shall not be construed as amendments to the contract.

If the contractor finds at any time that existing conditions made modification of the contract necessary, it shall promptly report such matters to the Commonwealth Buyer for consideration and decision.

40.9 Changes in Scope

The Commonwealth may, at any time by written order, make changes within the general scope of the contract. No changes in scope are to be conducted except at the approval of the Commonwealth.

40.10 Contract Conformance

If the Commonwealth Buyer determines that deliverables due under the contract are not in conformance with the terms and conditions of the contract and the mutually agreed-upon project plan, the Buyer may request the contractor to deliver assurances in the form of additional contractor resources and to demonstrate that other major schedules will not be affected. The Commonwealth shall determine the quantity and quality of such additional resources and failure to comply may constitute default by the contractor.

40.11 Assignment

The contract shall not be assigned in whole or in part without the prior written consent of the Commonwealth Buyer.

40.12 Payment

The Commonwealth will make payment within thirty (30) working days of receipt of contractor's invoice or of acceptance of goods and/or services in accordance with KRS 45.453 and KRS 45.454.

Payments are predicated upon successful completion and acceptance of the described work, services, supplies, or commodities, and delivery of the required documentation. Invoices for payment shall be submitted to the agency contact person or his representative.

40.13 Contractor Cooperation in Related Efforts

The Commonwealth may undertake or award other contracts for additional or related work, services, supplies, or commodities, and the contractor shall fully cooperate with such other contractors and Commonwealth employees. The contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by Commonwealth employees.

40.14 Contractor Affiliation

"Affiliate" shall mean a branch, division, or subsidiary that is effectively controlled by another party. If any affiliate of the contractor shall take any action that, if done by the contractor, would constitute a breach of this agreement, the same shall be deemed a breach by such party with like legal effect.

40.15 Commonwealth Property

The contractor shall be responsible for the proper custody and care of any Commonwealth-owned property furnished for contractor's use in connections with the performance of this contract. The contractor shall reimburse the Commonwealth for its loss or damage, normal wear and tear excepted.

40.16 Confidentiality of Contract Terms

The contractor and the Commonwealth agree that all information communicated between them before the effective date of the contract shall be received in strict confidence and shall not be necessarily disclosed by the receiving party, its agents, or employees without prior written consent of the other party. Such material will be kept confidential subject to Commonwealth and Federal public information disclosure laws.

Upon signing of the contract by all parties, terms of the contract become available to the public, pursuant to the provisions of the Kentucky Revised Statutes.

The contractor shall have an appropriate agreement with its subcontractors extending these confidentiality requirements to all subcontractors’ employees.

40.17 Confidential Information

The contractor 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 Commonwealth, its financial affairs, its relations with its citizens and its employees, as well as any other information which may be specifically classified as confidential by the Commonwealth in writing to the contractor. All Federal and State Regulations and Statutes related to confidentiality shall be applicable to the contractor. The contractor shall have an appropriate agreement with its employees, and any subcontractor employees, to that effect, provided however, that the foregoing will not apply to:

A. Information which the Commonwealth has released in writing from being maintained in confidence;

B. Information which at the time of disclosure is in the public domain by having been printed an published and available to the public in libraries or other public places where such data is usually collected;

or

C. Information, which, after disclosure, becomes part of the public domain as defined above, thorough no act of the contractor.

40.18 Advertising Award

The contractor shall not refer to the award of contract in commercial advertising in such a manner as to state or imply that the firm or its services are endorsed or preferred by the Commonwealth without the expressed written consent of the agency technical contact person. (see Section 50.4)

40.19 Patent or Copyright Infringement

The contractor shall report to the Commonwealth promptly and in reasonable written detail, each notice of claim of patent or copyright infringement based on the performance of this contract of which the contractor has knowledge.

The Commonwealth agrees to notify the contractor promptly, in writing, of any such claim, suit or proceeding, and at the contractor's expense give the contractor proper and full information needed to settle and/or defend any such claim, suit or proceeding.

If, in the contractor's opinion, the equipment, materials, or information mentioned in the paragraphs above is likely to or does become the subject of a claim or infringement of a United States patent or copyright, then without diminishing the contractor's obligation to satisfy any final award, the contractor may, with the Commonwealth's written consent, substitute other equally suitable equipment, materials, and information, or at the contractor's options and expense, obtain the right for the Commonwealth to continue the use of such equipment, materials, and information.

The Commonwealth agrees that the contractor has the right to defend, or at its option, to settle and the contractor agrees to defend at its own expense, or at its option to settle, any claim, suit or proceeding brought against the Commonwealth on the issue of infringement of any United States patent or copyright or any product, or any part thereof, supplied by the contractor to the Commonwealth under this agreement. The contractor agrees to pay any final judgment entered against the Commonwealth on such issue in any suit or proceeding defended by the contractor.

If principles of governmental or public law are involved, the Commonwealth may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of the contractor without the contractor's written consent.

The contractor shall have no liability for any infringement based upon:

A. the combination of such product or part with any other product or part not furnished to the Commonwealth by the contractor B. the modification of such product or part unless such modification was made by the contractor C. the use of such product or part in a manner for which it was not designed

40.20 Permits, Licenses, Taxes and Commonwealth Registration

The contractor shall procure all necessary permits and licenses and abide by all applicable laws, regulations, and ordinances of all Federal, State, and local governments in which work under this contract is performed.

The contractor shall maintain certification of authority to conduct business in the Commonwealth during the term of this contract. Such registration is obtained from the Secretary of State, who will also provide the certification thereof. However, the contractor need not be registered as a prerequisite for responding to the RFP.

Additional local registration or license may be required.

The contractor shall pay any sales, use, and personal property taxes arising out of this contract and the transaction contemplated hereby. Any other taxes levied upon this contract, the transaction, or the equipment or services delivered pursuant hereto shall be borne by the contractor.

40.21 EEO Requirements

The Equal Employment Opportunity Act of 1978 applies to all State government projects with an estimated value exceeding $500,000. The contractor shall comply with all terms and conditions of the Act.

http://finance.ky.gov/services/eprocurement/Pages/VendorServices.aspx.

40.22 Provisions for Termination of the Contract

Any contract resulting from this solicitation shall be subject to the termination provisions set forth in 200 KAR 5:312.

40.23 Bankruptcy

In the event the contractor becomes the subject debtor in a case pending under the Federal Bankruptcy Code, the Commonwealth's right to terminate this contract may be subject to the rights of a trustee in bankruptcy to assume or assign this contract. The trustee shall not have the right to assume or assign this contract unless the trustee (a) promptly cures all defaults under this contract; (b) promptly compensates the Commonwealth for the monetary damages incurred as a result of such default, and (c) provides adequate assurance of future performance, as determined by the Commonwealth.

40.24 Conformance with Commonwealth & Federal Laws/Regulations This contract shall be governed by and construed in accordance with the laws of the Commonwealth. Any action brought against the Commonwealth on the contract, including but not limited to actions either for breach of contract or for enforcement of the contract, shall be brought in Franklin Circuit Court, Franklin County, Kentucky in accordance with KRS 45A.245.

40.25 Accessibility

Vendor hereby warrants that the products or services to be provided under this contract comply with the accessibility requirements of Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, part 1194. Vendor further warrants that the products or services to be provided under this contract comply with existing federal standards established under Section 255 of the Federal Telecommunications Act of 1996 (47 U.S.C. § 255), and its implementing regulations set forth at Title 36, Code of Federal Regulations, part 1193, to the extent the vendor's products or services may be covered by that act. Vendor agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services which is brought to its attention.

40.26 Access to Records

The state agency certifies that it is in compliance with the provisions of KRS 45A.695, "Access to contractor's books, documents, papers, records, or other evidence directly pertinent to the contract." The Contractor, as defined in KRS 45A.030, agrees that the contracting agency, the Finance and Administration Cabinet, the Auditor of Public Accounts, 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 agreement for the purpose of financial audit or program review. The Contractor also recognizes that any books, documents, papers, records, or other evidence, received during a financial audit or program review shall be subject to the Kentucky Open Records Act, KRS 61.870 to 61.884. Records and other prequalification information confidentially disclosed as part of the bid process shall not be deemed as directly pertinent to the agreement and shall be exempt from disclosure as provided in KRS 61.878(1)(c).

40.27 Prohibitions of Certain Conflicts of Interest

In accordance with KRS 45A.340, the contractor represents and warrants, and the Commonwealth relies upon such representation and warranty, that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services. The contractor further represents and warrants that in the performance of the contract, no person, including any subcontractor, having any such interest shall be employed.

In accordance with KRS 45A.340 and KRS 11A.040 (4), the contractor agrees that it shall not knowingly allow any official or employee of the Commonwealth who exercises any function or responsibility in the review or approval of the undertaking or carrying out of this contract to voluntarily acquire any ownership interest, direct or indirect, in the contract prior to the completion of the contract.

40.28 No Contingent Fees

No person or selling agency shall be employed or retained or given anything of monetary value to solicit or secure this contract, excepting bona fide employees of the offeror or bona fide established commercial or selling agencies maintained by the offeror for the purpose of securing business. For breach or violation of this provision, the Commonwealth shall have the right to reject the proposal or cancel the contract without liability.

40.29 Vendor Response and Proprietary Information

The RFP specifies the format, required information, and general content of proposals submitted in response to the RFP. The Finance and Administration Cabinet will not disclose any portions of the proposals prior to Contract Award to anyone outside the Finance and Administration Cabinet, representatives of the agency for whose benefit the contract is proposed, representatives of the Federal Government, if required, and the members of the evaluation committees. After a contract is awarded in whole or in part, the

Commonwealth shall have the right to duplicate, use, or disclose all proposal data submitted by vendors in response to this RFP as a matter of public record.

Although the Commonwealth recognizes the vendor's possible interest in preserving selected data which may be part of a proposal, the Commonwealth must treat such information as provided by the Kentucky Open Records Act, KRS

61.870 et sequitur.

Informational areas which normally might be considered proprietary shall be limited to individual personnel data, customer references, selected financial data, formulae, and financial audits which, if disclosed, would permit an unfair advantage to competitors. If a proposal contains information in these areas that a vendor declares proprietary in nature and not available for public disclosure, the vendor shall declare in the Transmittal Letter [see Section 60.6 (A)] the inclusion of proprietary information and shall noticeably label as proprietary each sheet containing such information. Proprietary information shall be submitted under separate sealed cover marked “Proprietary Data”. Proposals containing information declared by the vendor to be proprietary, either in whole or in part, outside the areas listed above may be deemed non-responsive to the RFP and may be rejected.

40.30 Contract Claims

The Parties acknowledge that KRS 45A.225 to 45A.290 governs contract claims.

40.31 Limitation of Liability

The liability of the Commonwealth related to contractual damages is set forth in

KRS 45A.245.

40.32 Discrimination (Effective April 8, 2015)

Discrimination (because of race, religion, color, national origin, sex, sexual orientation, gender identity, age, or disability) is prohibited. This section applies only to contracts utilizing federal funds, in whole or in part. During the performance of this contract, the contractor agrees as follows:

1. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, national origin, sex, sexual orientation, gender identity, or age. The contractor further agrees to comply with the provisions of the Americans with Disabilities Act (ADA), 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 will 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, sexual orientation, gender identity, age or disability. Such action shall 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 compensations; 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 this non-discrimination clause.

2. The contractor will, 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, sexual orientation, gender identity, age or disability.

3. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice advising the said labor union or workers' representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.

4. The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965 as amended, and of the rules, regulations and relevant orders of the Secretary of Labor.

5. The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, as amended, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.

6. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be cancelled, 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.

7. The contractor will include the provisions of paragraphs (1) through (7) of section 202 of Executive Order 11246 in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor, issued pursuant to section 204 of Executive Order No. 11246 of September 24, 1965, as amended, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions including sanctions for noncompliance;

provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

SECTION 50 – SCOPE OF WORK

PROPOSALS THAT DO NOT MEET MANDATORY REQUIREMENTS WILL BE

DEEMED NON-RESPONSIVE AND WILL NOT BE CONSIDERED. REFER TO

ATTACHMENT G – MANDATORY REQUIREMENTS CHECKLIST.

50.1 Agencies to Be Served

This contract shall be for use by Kentucky Retirement Systems (KRS). No shipments shall be made except upon receipt by vendor of an official delivery order from the using agency.

50.2 Term of Contract and Renewal Options

The initial term of the contract shall begin on the effective date of the Award of Contract through August 31, 2021.

This contract may be renewed at the completion of the initial contract period for two additional one year periods upon the mutual agreement of the Parties. Such mutual agreement shall take the form of a contract modification as described in Section 40.8 of this RFP.

The Commonwealth reserves the right not to exercise any or all renewal options.

The Commonwealth reserves the right to extend the contract for a period less than the length of the above-referenced renewal period if such an extension is determined by the Commonwealth Buyer to be in the best interest of the Commonwealth.

The Commonwealth reserves the right to renegotiate any terms and/or conditions as may be necessary to meet requirements for the extended period. In the event proposed revisions cannot be agreed upon, either party shall have the right to withdraw without prejudice from either exercising the option or continuing the contract in an extended period.

50.3 Basis of Price Revisions

PRICE ADJUSTMENTS: Unless otherwise specified, the prices established by the contract resulting from this solicitation shall remain firm for the contract period subject to the following:

A. Price Increases: A price increase shall not occur during the first twelve (12) months of the contract. A vendor may request a price increase after twelve

(12) months of the contract, which may be granted or denied by the Commonwealth. Any such price increase shall be based on industry wide price changes. The contract holder must request in writing a price increase at least thirty (30) days prior to the effective date, and shall provide firm proof that the price increase(s) is justified. The Office of Procurement Services may request additional information or justification. If the price increase is denied, the contract holder may withdraw from the contract without prejudice upon written notice and approval by the Office of Procurement Services. Provided, however, that the vendor must continue service, at the contract prices, until a new contract can be established (usually within sixty (60) days).

B. Price Decreases: The contract price shall be reduced to reflect any industry wide price decreases. The contract holder is required to furnish the Office of Procurement Services with notice of any price decreases as soon as such decreases are available.

C. Extended Contract Periods: If the contract provides for an optional renewal period, a price adjustment may be granted at the time the contract is renewed, subject to price increase justification as required in Paragraph A “Price Increases” as stated above.

50.4 Notices

After the award of contract, all programmatic communications with regard to day-to-day performance under the contract are to be made to the agency technical contact(s) identified during the negotiation phase of this procurement. After the award of contract, all communications of a contractual or legal nature are to be made to the Commonwealth Buyer.

50.5 Subcontractors

The contractor is permitted to make subcontract(s) with any other party for furnishing any of the work or services herein. The contractor shall be solely responsible for performance of the entire contract whether or not subcontractors are used. The Commonwealth shall not be involved in the relationship between the prime contractor and the subcontractor. Any issues that arise as a result of this relationship shall be resolved by the prime contractor. All references to the contractor shall be construed to encompass both the contractor and any subcontractors of the contractor.

50.6 Scope of Work/Technical Requirements

The next Board election will be held in 2021. The election will be for CERS, which has a membership population of approximately 250,000. In November 2020, KRS members will be given the option to request a paper ballot for the upcoming CERS election. Those that do not request a paper ballot will receive an electronic ballot.

In addition to those that request a paper ballot, the vendor must also send a paper ballot to all individuals without an email address on file as well as all individuals whose electronic ballot is returned due to an invalid email address or whose electronic ballot is otherwise undeliverable. Currently, KRS has valid email addresses for approximately 22% of the CERS membership. KRS is currently taking steps to increase the number of emails on file.

A. Technical Requirements

The successful vendor will provide details on how the following requirements will be met:

1. The vendor must be able to adhere to the timeline outlined in 50.6(C).

2. Regardless of ballot type (electronic or paper), ballot must be branded with

KRS logo.

3. Regardless of ballot type (electronic or paper), ballots shall include instructions on voting for a candidate.

a. Regardless of ballot type (electronic or paper), eligible voter must cast their ballots by checking a square opposite the name of the candidate of their choice.

b. Regardless of ballot type (electronic or paper), ballot must allow for write-in candidates. Paper ballots must include candidate biographies

(provided by KRS). Electronic ballots must include a link to the candidate biographies.

4. Vendor must prepare and mail paper ballots (see guidelines in 50.6(E)) from address file provided by KRS (see specifications in 50.6(E).

a. Vendor must establish a process to mail paper ballots to individuals whose electronic ballot notification is returned due to an invalid email address or whose electronic ballot is otherwise undeliverable.

5. Vendor must include pre-printed, postage paid business reply envelope with paper ballots (see guidelines in 50.6(E)).

6. Regardless of voting method, vendor must ensure ballots are unique to each voting member. Vendor must be able to ensure voters are only allowed to vote one time during an election.

7. Vendor must ensure that votes cannot be altered or manipulated after they are cast.

8. Vendor must certify the accuracy of election results in writing.

9. Vendor must provide written results that, at a minimum, include the following:

a. Total number of votes each candidate received,

b. Total number of ballots cast online,

c. Total number of paper ballots received, and

d. The number of invalid ballots received – In accordance with KRS Board policy, valid ballots must contain at least one vote, but not more than the maximum number of allowable votes; ballots must be cast (or postmarked) by March 1; and paper ballots must be signed. In addition, if multiple ballots are received from one member, only the first received ballot is considered valid. If there are updates to what constitutes an invalid ballot, KRS will provide the additional information to the selected vendor prior to the development of the ballots.

10. In accordance with KRS Board policy, after the KRS Board declares the elections final, regardless of voting method (electronic or paper), vendor must destroy ballots, valid and invalid, and provide written certification to

KRS that this has occurred.

a. The data is considered destroyed or purged by the following methods:

including overwrite, block erase, or cryptographic erase, through the use of dedicated, standardized device sanitization commands that apply media-specific techniques to bypass the abstraction inherent in typical read and write commands. Destructive techniques also render the data

(electronic or paper), purged when effectively applied to the appropriate media type, including incineration, shredding, disintegrating, degaussing, and pulverizing. These approaches assure that the data cannot be recovered using state-of-the-art laboratory techniques.

B. Firm information and Background

The Vendor should address the following issues:

1. Name of company.

2. Physical Address.

3. Telephone Number.

4. Number of employees available for KRS project (please specify the number of employees available for each phase of the project, e.g. project management, design, IT, printing, mailing, call center, etc.).

5. Statement on use of subcontractors. If subcontractors will be used, provide details on what services they will be providing.

6. Contact Person, including name, title, phone number, and email address.

7. Brief history of company, including length of time in business and experience with electronic ballots for public and private entities. Experience with other retirement systems is preferred but not required.

8. Description of the capabilities of the vendor’s current election system.

Indicate which services are expected to be used in the KRS election and indicate if vendor will develop any services specifically for the KRS election.

9. Summary of security policies and standard security procedures related to ensuring election integrity.

10. Provide a fully detailed proposal of the technologies to be used.

11. Number of elections hosted each year and the average number of ballots prepared for each election.

12. Description of customer service program to be utilized by members if they encounter issues with the voting process, as well…