Final_RFI_010_2700000010_2_SO_FORM.PDF

Document ID: RFI 010 2700000010 Page: 1

Commonwealth of Kentucky

SOLICITATION MODIFICATION

Modification: Yes Version #: 2

TITLE: Actuarial Audit - KY State-Administered Retirement System

Date Issued:

10/09/2026 Record Date:

10/09/2026

Solicitation Closes Date:

11/13/2026 Time:

14:00

Solicitation No:

RFI 010 2700000010

Reason for Modification

This modification will extend the RFI Schedule of Activities.

Online Bidding Prohibited: Yes

For Information Call:

Regina K Long 502-564-8100

Bid Receiving Location:

Legislative Research Commission

702 Capitol Ave, Room 076

Frankfort KY 40601

Vendor Customer Number:

Vendor Name:

Phone Number:

Fax Number:

Email Address:

Ordering

Address:

City, State, Zip:

Contact Name:

Contact Email:

Contact Phone Number:

Payment

Address:

City, State, Zip:

Contact Name:

Contact Email:

Contact Phone Number:

Ownership Type

__ Sole Proprietorship __ Partnership __ Corporation __ Other_________________________

SIGNATURE OF AUTHORIZED AGENT IS REQUIRED UNLESS RESPONSE

IS SUBMITTED ELECTRONICALLY. FAILURE TO SIGN SHALL RENDER

THE BID INVALID.

Signature X_________________________________________ FEIN#____________________ Date____________

All offers subject to all terms and conditions contained in this solicitation.

Document ID: RFI 010 2700000010 Page: 2

Line Items

Commodity Group: Default

Line CL Description Quantity UOM Unit Cost Line Total or Contract Amnt

1 Actuarial Audit - KY State-Administered Retirement System

Comm Code Comm Description Manufacturer Model # Manuf Part #

918 CONSULTING SERVICES

Extended Description This RFI is being issued to solicit proposals from qualified actuarial firms interested in conducting an actuarial audit of the state-administered retirement systems of Kentucky. As described in the Scope of Work in Section 5, the services requested will be for the performance of a Level 1 full-scope replication and analysis of the calculations, assumptions, procedures, and methods used by the plan actuaries of the state-administered retirement systems.

Shipping Information Legislative Research Commission

702 Capitol Ave, Room 076

Frankfort KY 40601

Billing Information Legislative Research Commission

702 Capitol Ave, Room 076

Frankfort KY 40601

Document ID: RFI 010 2700000010 Page: 3

Submission Checklist

The following items will be required to be submitted with bid:

Item

KENTUCKY LEGISLATIVE RESEARCH COMMISSION

REQUEST FOR INFORMATION

FOR

PUBLIC PENSION OVERSIGHT BOARD

SOLICITATION: RFI 270000010

RELEASE DATE OF SOLICITATION: 10/02/2026

CLOSING DATE OF SOLICITATION: 11/13/2026

POINT OF CONTACT

REGINA LONG

LEGISLATIVE RESEARCH COMMISSION

OFFICE OF BUSINESS OPERATIONS

702 CAPITAL AVENUE, CAPITOL ROOM 76

FRANKFORT, KY 40601

502-564-8100

EMAIL: REGINA.LONG@KYLEGISLATURE.GOV

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Total Pages: 19 mailto:REGINA.LONG@KYLEGISLATURE.GOV

ADDENDUM HISTORY

This addendum is to update the RFI schedule in Section 10.

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 Legislative Research Commission must deem the proposal as non-responsive and shall not be considered for award.

All other items MUST be submitted prior to award.

_____ *SIGNED AND COMPLETED SOLICITATION

_____ *PROPOSED SOLUTION (TECHNICAL)

_____ *PROPOSED SOLUTION (COST)

_____ TRANSMITTAL LETTER

_____ PROOF OF REGISTRATION WITH SECRETARY OF STATE BY A FOREIGN

ENTITY

_____ REQUIRED AFFIDAVIT(S)

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System

REQUEST FOR INFORMATION (RFI)

ACTUARIAL SERVICES

RFI # 270000010

1.0 - OVERVIEW

The Kentucky Legislative Research Commission (LRC) is issuing this Request for Information on behalf of the Public Pension Oversight Board, to seek proposals from qualified firms that can independently perform a Level 1 full-scope actuarial audit of Kentucky’s state-administered retirement systems.

The Public Pension Oversight Board (PPOB), a statutory committee of the LRC, is tasked to review, analyze, and provide oversight to the Kentucky General Assembly on the state-administered retirement systems. The Board's oversight responsibilities include all of Kentucky's state-administered retirement systems and all funds administered by the respective systems.

At least once every five (5) years, the Board is statutorily required by KRS 7A.250 to retain the services of an actuary to perform an actuarial audit of the systems. The most recent actuarial audit performed pursuant to these duties was a Level 1 full-scope actuarial audit performed in 2022 and based upon the systems' 2021 actuarial valuations. KRS 7A.250 and the 2022 audit are attached as an appendix to this RFI.

2.0 - RFI DEFINITIONS

As used in this RFI, the terms:

A. "Actuarial firm" shall mean the firm that would provide the direct actuarial services to the LRC on behalf of the PPOB and who employs the audit actuaries;

B. “Audit Actuary/Actuaries” shall mean (1) or more actuaries assigned by the actuarial firm, including any primary actuary or secondary actuary, to perform the actuarial audit that reviews the calculations, assumptions, procedures, and methods used by the plan actuaries consulting the state-administered retirement systems;

C. “Plan Actuaries” shall refer to the actuaries who provide consulting services to the state-administered retirement systems and whose assumptions, procedures, and methods the audit actuaries are reviewing;

D. “Primary Actuary” shall refer to the lead and most senior audit actuary to be assigned to and provide direct services to the LRC on behalf of the PPOB;

E. “Secondary Actuary/Actuaries” shall refer to one (1) or more actuaries who may support the Primary Actuary in providing direct services to the LRC on behalf of the PPOB.

3.0 - PURPOSE

This RFI is being issued to solicit proposals from qualified actuarial firms interested in conducting an actuarial audit of the state-administered retirement systems of Kentucky. As described in the Scope of Work in Section 5, the services requested will be for the performance of a Level 1 full-

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2700000010 Final Actuarial Audit - KY State-Administered Retirement scope replication and analysis of the calculations, assumptions, procedures, and methods used by the plan actuaries of the state-administered retirement systems. The state-administered retirement systems include:

A. The Kentucky Public Pensions Authority (KPPA), which administers the following:

1. The Kentucky Employees Retirement System (KERS) nonhazardous plan for pension and retiree health;

2. The Kentucky Employees Retirement System (KERS) hazardous plan for pension and retiree health;

3. The State Police Retirement System (SPRS) plan for pension and retiree health;

4. The County Employees Retirement System (CERS) nonhazardous plan for pension and retiree health; and

5. The County Employees Retirement System (CERS) hazardous plan for pension and retiree health;

B. The Teachers’ Retirement System (TRS) plan for pension, retiree health, and life insurance; and C. The Judicial Form Retirement System (JFRS), which administers the following plans:

1. The Legislators’ Retirement Plan (LRP) for pension and retiree health; and

2. The Judicial Retirement Plan (JRP) for pension and retiree health.

4.0 - MINIMUM REQUIREMENTS FOR RFI SUBMISSION

To be considered by the LRC under this RFI, the actuarial firm selected must meet all the following minimum requirements. Failure to meet the qualifications shall result in rejection of the proposal.

Any determination of whether an actuarial firm meets or does not meet the minimum qualifications of the RFI shall be determined solely by the LRC.

A. The actuarial firm must be a professional actuarial consulting firm that provides actuarial valuations, actuarial audits, experience investigations, asset/liability studies, and pension consulting services.

B. The actuarial firm must have all necessary permits and licenses. Liability insurance must be in full effect at the time the proposal is submitted and throughout the term of any contract period.

C. The actuarial firm must be able to assign a Secondary Actuary to the LRC account in addition to the Primary Actuary, so that at least one (1) actuary is available for immediate needs of the LRC and PPOB.

D. All audit actuaries performing services under the contract must meet the qualification standards of the American Academy of Actuaries which became effective January 1, 2022, and any subsequent revisions adopted by the Academy and made effective during the contract period.

E. The Primary Actuary performing the services under the contract must have a minimum of ten

(10) years of experience as an actuary providing pension consulting services, experience analysis, and valuation assignments for public retirement systems. Experience conducting actuarial audits of large state-administered public retirement systems with assets of $10 billion or more is preferred.

F. The Secondary Actuary performing the services under the contract must have a minimum of five

(5) years of experience as an actuary providing pension consulting services, experience analysis, and valuation assignments for public retirement systems. Experience conducting actuarial audits

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2700000010 Final Actuarial Audit - KY State-Administered Retirement of large state-administered public retirement systems with assets in excess of $10 billion or more is preferred.

G. Both the Primary Actuary and at least one (1) Secondary Actuary performing services under the contract must have experience testifying before legislative or administrative bodies regarding actuarial principles and concepts.

H. The actuarial firm must not require a limitation on their liability for negligence.

I. The actuarial firm must provide its own work facilities, equipment, supplies, and support staff to perform the required services.

J. The actuarial firm must not have a conflict of interest that could adversely impact the services provided under the contract with the LRC.

K. The actuarial firm must submit responses to the information required by the RFI as outlined in Section 6.

5.0 – SCOPE OF WORK

The following statement establishes the scope of the work to be conducted by the actuarial firm. Each objective includes a description of the analysis and/or services to be conducted. The actuarial firm shall develop appropriate research methods and conduct the work needed to achieve these objectives. All services to achieve the objectives described in this section shall apply to all the state-administered retirement systems overseen by the PPOB. The actuarial firm will explain any limitations associated with this review and evaluation. As explained in Section 6, the actuarial firm shall prorate the costs of the audit among the three (3) state-administered retirement systems (“systems”): KPPA, TRS, and JFRS, with subtotals for each system/plan for those system’s administering multiple systems/plans.

5.01 - Objective 1. The Audit Actuaries shall conduct a Level 1 full-scope audit of the actuarial work performed by the plan actuaries for the fiscal year 2026 annual valuation and most recent experience study for each of the systems funds covering pensions, health insurance, and life insurance.

A. The audit actuaries will perform a Level 1 independent, full-scope audit and evaluation of the actuarial services provided by the plan actuaries for each of the state-administered retirement systems:

1. KPPA for the KERS nonhazardous and hazardous plans pension and retiree health funds, SPRS plan's pension and retiree health funds, CERS nonhazardous and hazardous plans pension and retiree health funds;

2. TRS plan for pension, life insurance, and retiree health funds; and

3. JFRS for the JRP and LRP pension and retiree health funds.

B. The audit will include, for each of the systems/plans administered by the KPPA, TRS, and JFRS, an evaluation of the reasonableness and accuracy of the plan actuaries’ fiscal year 2026 valuations, most recent experience studies, and employer contribution rate recommendations and projections.

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C. The audit actuaries will analyze the actuarial methods and assumptions recommended and used by the plan actuaries for appropriateness, internal consistency, and compliance with applicable professional standards.

D. The audit actuaries will provide all required services in accordance with federal and state statutes and the contract between the LRC and the actuarial firm. In addition, all services shall be performed in accordance with the standards and code of professional conduct adopted by the Conference of Consulting Actuaries, the Society of Actuaries, and the American Academy of Actuaries.

5.02 - Objective 2. The audit actuaries shall collect necessary data from and communicate with the systems, and perform other tasks to conduct a Level 1 full-scope actuarial audit of the fiscal year 2026 annual valuation for each of the systems.

A. With the assistance of LRC staff, the audit actuaries shall collect from the systems’ staff and the plan actuaries all available data necessary to perform the specified contract objectives, including but not limited to:

1. The most recent actuarial valuations of the systems, including but not limited to actuarial assumptions and funding methods used, a thirty (30) year projection of the funding levels, unfunded liabilities, and actuarially determined contribution (ADC) rates for employers as of the valuation date, and a sensitivity analysis that evaluates the impact of changes in the systems’ assumptions (i.e. investment return, payroll growth, and medical inflation rates);

2. The most recent annual comprehensive financial report (ACFR) published by the systems;

3. The most recent actuarial experience study and actuarial audit performed for the systems;

and

4. Any additional data requested by the audit actuaries, provided the data is available in the systems’ records and files and can be made available to meet the Contract objectives and report deadlines.

B. The audit actuaries shall collect the data from the systems in a form agreed upon by LRC, the systems, and the audit actuaries;

C. The audit actuaries shall comply with Kentucky Revised Statute Sections 21.540, 61.661, and 161.585 regarding the confidentiality of member information and enter into any necessary agreements with the systems governing the receipt and handling of member retirement and health data.

D. The audit actuaries shall communicate with the plan actuary and systems’ staff, as necessary, to complete all objectives within the period of the Contract.

5.03 - Objective 3. The audit actuaries shall prepare and present to the PPOB a final written report summarizing the actuarial audit of the state-administered retirement systems and the findings as to the reliability of each system’s actuarial assumptions and methods.

A. The primary actuary and/or secondary actuaries under supervision by the primary actuary shall prepare a written report setting forth the scope, results, and conclusions of the audit actuary, including an opinion on the following points:

1. Determine if the plan actuaries’ valuations and experience study procedures are technically sound and based on generally accepted actuarial standards;

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2. Determine if the data used by the plan actuaries is valid, complete, and contains the necessary elements;

3. Determine if the plan actuaries’ results regarding demographic and economic actuarial assumptions are reasonable and based on generally accepted actuarial standards;

4. Determine if the actuarial cost method and actuarial asset valuation method used by the plan actuaries are reasonable, including whether different methods may be more appropriate;

5. Determine if the plan actuaries’ valuations and experience study results can be verified, including the mathematical calculations were accurately made and plan liabilities and assets were appropriately valued; and

6. Provide any recommendations for improvements by each system or its plan actuary.

B. The report will be submitted in draft form for review and comment by the systems and the LRC by April 30, 2027. The report will be submitted in final form to the PPOB no later than May 31, 2027.

C. The primary actuary will present the results of the report to the PPOB and take questions on a date to be determined but no later than July 31, 2027.

The scope of services defined in the final Contract between the LRC and the Audit Actuaries will be binding and will supersede this section of the RFI, if different from the scope of services defined here.

6.0 – REQUIRED INFORMATION

Interested actuarial firms should submit responses to the following questions/requests.

6.01. Actuarial Firm Background & Ownership

A. Name and address of actuarial firm;

B. The primary contact for the RFI including their name, telephone number, and email address;

C. A description of the actuarial firm's background in providing pension consulting services including the year the firm began providing actuarial consulting services to public pension funds;

D. The ownership structure of the actuarial firm including all entities that have an ownership stake in the firm (provide name and percentage), any affiliated companies or joint ventures, and any recent or planned changes to the ownership or organizations structure of the actuarial firm;

E. U.S. locations of each of the actuarial firm’s offices from which public pension actuarial consulting services are provided. Indicate which office location or locations would be primarily responsible for servicing the LRC account;

F. The firm’s competitive advantage over other firms in the public pension actuarial consulting industry;

G. Over the past five (5) years, has your actuarial firm or any officer or principal been involved in any business litigation or other legal proceedings related to any actuarial consulting activities to public pension funds? If so, provide a brief explanation and indicate the current status;

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2700000010 Final Actuarial Audit - KY State-Administered Retirement

H. Has your actuarial firm, within the last ten (10) years, been censured or fined by a regulatory body? If so, please indicate the dates and describe the situation.

6.02. Contractor Background and Experience

Provide a general description of the experience and capabilities of your actuarial firm.

A. For all current public pension plan clients, state the client’s name, the first year of your initial contract with the plan, the services provided, and their asset and membership size as of June 30, 2026, or your date of last services. Designate by asterisk which of these clients are assigned to the primary actuary who is proposed to be assigned to the LRC.

B. Provide a list of public pension actuarial audit clients for the past five (5) years and provide data on the pension fund's assets and membership size as of the date of the audit. Designate by asterisk which of these clients were/are assigned to the primary actuary who is proposed to be assigned to the LRC.

C. Provide one (1) recent actuarial audit report performed for an existing client, including the presentation, if any, for the client’s board of trustees or other executive leadership.

D. Provide any direct experience in conducting actuarial audits or providing actuarial services to any of Kentucky’s state-administered retirement systems, including the type and dates of service provided.

E. List all pension plan clients that have terminated their actuarial services contracts with your firm in the last five (5) years. Include the client firm’s name, membership size, date of contract termination, and reason(s) for contract termination.

F. Within the last five (5) years, has your actuarial firm been notified by any actuarial consulting services client that your firm is in default of their contract, or that conditions exist endangering the continuation of that contract? If so, state the client firm’s name, year the notice was received, reasons for the notice, and resolution or current status of the relationship.

6.03. Resumes

For the key executives and professionals of the actuarial firm that would be assigned to LRC including all audit actuaries, provide the following information:

A. Name;

B. Title;

C. Responsibilities within the firm. If a person has multiple responsibilities, indicate the percentage of time spent on each function;

D. Years of relevant experience;

E. Years with the firm;

F. Degrees and professional designations;

G. Institution awarding each degree and designation; and H. The role each would play in providing services to the LRC.

I. For each audit actuary:

1. The length of time these individuals have all worked together as a team.

2. The total number of clients currently assigned to each audit actuary.

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3. Any business entity or activity the audit actuary is involved with that could pose a potential conflict of interest with their LRC assignments. If so, provide details on the entity or activity.

4. Their experience making presentations to/testifying before state legislatures or committees on behalf of their clients. Include the state body and year of the presentations.

6.04. Actuarial Audit Methodology

A. Describe the methodology or approach your firm would take in providing the scope of work outlined in Section 5 of this RFI.

B. Provide a timeline of work products and deliverables to meet the objectives provided in the scope of work outlined in Section 5 of this RFI.

C. Describe your quality control processes for actuarial reports and recommendations. How are those services monitored and reviewed?

D. Describe the capabilities of your valuation system(s) and your computer system support.

6.05. Cost Proposal

Provide a fixed fee proposal for the provision of the actuarial audit services described in this RFI under Section 5, including taxes if applicable, prorated by each of the three (3) state-administered retirement systems’ administrative entities, with subtotals for each system plan for the entities administering multiple plans. The fixed fee proposal will represent the total cost to the LRC.

The fixed fee should include the cost of at least one (1) trip to Frankfort, Kentucky to make a presentation to the PPOB.

6.06. Conflict of Interest Responses

A. Has your actuarial firm, within the last ten (10) years, provided actuarial services to any state-administered retirement system in Kentucky? If so, please indicate the dates and describe the services, and briefly describe your firm’s policies and procedures for doing business while safeguarding against conflicts of interest.

B. Is your actuarial firm affiliated in any way with any other firm(s) offering non-actuarial services that could represent conflicts of interest relative to this RFI? If yes, briefly describe your firm’s policies and procedures for doing business with these affiliates while safeguarding against conflicts of interest.

C. List and describe any professional relationship your actuarial firm or any of your actuarial consulting group staff have with any member of the state-retirement systems boards of trustees or employees.

D. List and describe any professional relationship your actuarial firm or any of your actuarial consulting group staff have with any member of the Kentucky General Assembly or staff of the

LRC.

6.07 References

Provide contact information (name, company, address, phone number and email address) for at least three references from previous clients for which actuarial services were provided.

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7.0 – COMMITMENTS OF THE LRC

The LRC shall have the absolute right to approve or disapprove the actuarial firm or to require the removal or reassignment of any personnel found by LRC to be unwilling or unable to perform under the terms of the contract.

Personnel commitments made in the actuarial firm's response shall not be changed except as herein above provided or due to the resignation of any named individual. The actuarial firm shall notify the LRC in writing of any proposed change in personnel at least 30 days prior to the change, if possible. The actuarial firm shall provide the LRC with a resume of any member(s) of its staff or a subcontractor’s staff assigned to or proposed to be assigned to any aspect of the performance of this contract.

The actuarial Firm shall designate the primary actuary who shall serve as the actuarial firm's ultimate authority in ensuring a successful delivery of services.

8.0 – PAYMENT PROCEDURES

A. Payment Procedures.

Payments shall be predicated upon completion of the described work and delivery of the required documentation. The documentation to be delivered during the contract shall consist of a properly documented invoice and any additional reporting that the LRC shall require. The actuarial firm shall also adhere to the following procedures before payments shall be rendered:

1. Payment for the work products shall be negotiated in the contract and made upon receipt of all work products deemed to have successfully met the terms of the contract and receipt of a properly documented invoice.

2. No more than 50 percent of the negotiated total fees shall be paid prior to the completion of the work products detailed in Section 5.

3. After appropriate review, all invoices shall process through the LRC for payment.

4. Every reasonable effort shall be made to achieve payments to the contractor within 30 business days after receipt of a properly supported invoice.

5. Penalties for non-delivery or late delivery of services shall be established during the contract negotiation process.

9.0 – CONFIDENTIALITY

The actuarial firm shall comply with the state and federal rules and regulations governing access to and use of information and data provided by LRC or collected by the actuarial firm, and will use such information or data only for those purposes expressly delineated, defined, and authorized in a Contract. The actuarial agrees to ensure that all confidential information and data shall remain confidential as outlined in the RFI. The actuarial firm shall have an appropriate agreement with its employees to that effect.

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Any dissemination of information about projects funded and the scope of work described in the terms and conditions of a contract, must be fully documented and reviewed by LRC personnel before any representation, electronic or otherwise, of projects, their funding sources, use of data, or data analyses may be posted to a web page or otherwise published.

The forgoing will not apply to:

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

B. Information that at the time of disclosure is in the public domain by having been printed and published and available to the public in libraries or other public places where such data is usually collected; or C. Information that, after disclosure, becomes part of the public domain as defined above, through no act of the Contractor; or D. Information required to be disclosed by law.

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

10.00 - REQUEST FOR INFORMATION SCHEDULE OF ACTIVITIES

The following schedule presents the major activities associated with the RFI distribution, written questions, and submission. The LRC reserves the right at its sole discretion to change the Schedule of Activities, including the associated dates and times.

Release of RFI 10/02/2026

Written Questions due by: 2:00 PM 10/16/2026

Anticipated LRC Response to Written Questions 10/30/2026

Proposals Due by: 2:00 PM 11/13/2026

Oral Presentations at the LRC’s discretion TBD

*NOTE: ALL TIME REFERENCES ARE TO THE EASTERN TIME ZONE.

Responses to this RFI are for informational purposes only.

Interested parties must submit a written response by November 13, 2026 at 2:00 pm EST.

Responses must be sent via email to the following person:

Regina Long

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2700000010 Final Actuarial Audit - KY State-Administered Retirement

Legislative Research Commission

Office of Business Operations

702 Capital Avenue, Capitol Room 76

Frankfort, Kentucky 40601

Email: regina.long@kylegislature.gov

This RFI does not extend any rights to prospective vendors or obligate the Legislative Research Commission to conduct a solicitation or purchase any goods or services. Nor will the Legislative Research Commission be financially responsible for any cost associated with the preparation of any response to the requested information. This RFI is issued for the sole purpose of obtaining information as described in this notice. However, the information obtained from this request may be used to prepare a solicitation, purchase, or contract in the future.

From the issue date of this RFI until the responses are due, vendors shall not individually communicate with any LRC staff concerning this RFI except as referenced above.

ADDENDUM HISTORY

Addendum 1

October 9, 2026

This addendum is to update the RFI schedule in Section 10.

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LEGISLATIVE RESEARCH COMMISSION STANDARD TERMS AND CONDITIONS

These Terms and Conditions supplement the Personal Service Contract (PSC) Standard Terms and Conditions made a part of the original contract and any renewals of that contract. Any reference in the PSC Standard Terms and Conditions to the Finance and Administration Cabinet is replaced by the Legislative Research Commission, and any reference in the PSC Standard Terms and Conditions to the Secretary of the Finance and Administration Cabinet is replaced by the Director of the Legislative Research Commission. Additionally, in section 16.00 Access to Records of the PSC Standard Terms and Conditions, the provisions are amended to the extent they are inconsistent with KRS 7.119; the reference to the Finance and Administration Cabinet is deleted; and the reference to the Kentucky Open Records Act, KRS 61.870 to 61.884, is replaced by KRS 7.119.

A. Service Delivery Requirements

1. All services provided by the Contractor under the terms and conditions of this Contract shall be delivered in accordance with all applicable federal and state statutes and regulations as they are currently in effect. In the event that the Contractor does not fulfill the Scope of Work of this contract, or for the convenience of the Commonwealth, LRC shall have the right to terminate this contract within 30 days written notice to the Contractor.

2. The LRC shall have the right to recoup the amount of any overpayment, regardless of the reason for the overpayment. Any reconciliation or settlement of fund balances of this Contract shall be negotiated between LRC and the Contractor and determined as soon as feasible before the end of the scope of work as set forth under the Contract.

3. Except as otherwise authorized by this contract, no indirect costs shall be reimbursed.

4. The Contractor agrees to maintain all records pertaining to this contract for a period of not less than three (3) years after all matters pertaining to this contract (e.g., audit, settlement of audit exceptions, disputes, etc.) are resolved in accordance with applicable federal and/or state laws, regulations, and policies (except as may otherwise be specified in this contract).

B. Performance and Evaluation

The LRC may complete a Performance Evaluation (PE) once a year to document contract performance.

PE documents will be entered into the Commonwealth’s electronic financial system (eMARS).

Performance documented by PE may be considered when making future awards.

C. Confidential Information

The Contractor shall comply with the state and federal rules and regulations governing access to and use of information and data provided by LRC or collected by the Contractor, and will use such information or data only for those purposes expressly delineated, defined, and authorized in this Contract. The Contractor agrees to ensure that all confidential information and data shall remain confidential. The Contractor shall have an appropriate agreement with its employees to that effect.

Any dissemination of information about projects funded and the scope of work described in the terms and conditions of this Contract, must be fully documented and reviewed by LRC personnel before any

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2700000010 Final Actuarial Audit - KY State-Administered Retirement representation, electronic or otherwise, of projects, their funding sources, use of data, or data analyses may be posted to a web page or otherwise published.

The foregoing will not apply to:

1. Information that the Commonwealth has released in writing from being maintained in confidence;

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

3. Information that, after disclosure, becomes part of the public domain as defined above, through no act of the Contractor; or

4. Information required to be disclosed by law.

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

D. Response/Compliance with Audit Findings

The Contractor shall take action to ensure its compliance with correction of any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle relating to the services and deliverables or any other deficiency contained in any audit, review, or inspection conducted under this section. This action will include Contractor’s delivery to LRC, for LRC’ approval, a Corrective Action Plan that addresses deficiencies identified in any audit(s), review(s), or inspection(s) within thirty

(30) calendar days of the close of the audit(s), review(s), or inspection(s).

The Contractor shall bear the expense of compliance with any finding of noncompliance under this section that is:

1. Required by a Kentucky or Federal law, regulation, rule, or another audit requirement relating to Contractor’s business.

2. Necessary due to Contractor’s noncompliance with any law, regulation, rule, or audit requirement imposed on Contractor; or

E. Breach and Contract Termination

It is agreed by the Parties that in the event of breach of contract by the Contractor, or for the convenience of the Commonwealth, LRC may pursue any remedy available pursuant to this Contract, or to the provisions of KRS Chapter 45A or 200 KAR Chapter 5, or any remedy that is available to it by law. The remedies available to LRC may be invoked without regard to the existence of any other available remedy, and may include the enforcement of any holdback provision or payment of any specified liquidated damages by the Contractor to LRC for noncompliance as provided for in this Contract.

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Total Pages: 19 https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=37250 https://apps.legislature.ky.gov/law/kar/titles/200/005/

F. Transition/Turnover

In the event LRC requires a transition after a non-renewal or termination by either party, LRC shall notify the Contractor at the same time LRC serves notice of the non-renewal or termination, as the case may be.

Upon receipt of notice of termination of the Contract from LRC, the Contractor shall provide any turnover assistance reasonably necessary to enable LRC to effectively close out the Contract and move the work to another Contractor or to perform the work by itself.

The Contractor shall:

1. Provide the detailed transition documents at no additional cost to LRC.

2. Be responsible for the orderly transition of work and the accuracy of data in coordination with the new contractor. LRC shall ensure the cooperation of the new contractor to facilitate a smooth transition.

3. Transfer all documents and records of every kind, including electronic, microfilm, paper, or otherwise, in their possession which pertain to this contract, including but not limited to all those listed in the contract and any records as required by federal funding agencies, if applicable, within twenty-one (21) days of the effective date of termination. All documents shall be in an LRC-approved format.

4. Provide reasonable and appropriate assistance to LRC its designee(s) regarding the contents of such documents and records, and shall provide reasonable and appropriate reference materials, including data models and file documentation. This assistance shall be provided to LRC within twenty (20) days of the effective date of termination.

5. Pay any and all additional costs incurred by LRC that are the result of the Contractor’s failure to provide the requested records, documents, data or materials within the time frames agreed to in the Transition Document.

G. Data Conversion Plan

The Conversion Plan shall define the strategy, preparation, and specifications for converting data from the source system(s) to the target system(s). The Conversion Plan shall include any security or privacy considerations associated with the conversion, including but not limited to, compliance to regulations regarding standards for privacy, security, and individually identifiable health information, as identified in the HIPAA. The Contractor shall work with the LRC to determine file format and transmission method.

H. Miscellaneous Provisions

1. Advertising Award Prohibition

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 LRC.

2. Bankruptcy

In the event the Contractor becomes the subject debtor in a case pending under the Federal Bankruptcy Code, the LRC’s right to terminate this Contract may be subject to the rights of a trustee

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2700000010 Final Actuarial Audit - KY State-Administered Retirement 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 LRC for the monetary damages incurred as a result of such default; and

c. Provide adequate assurance of future performance, as determined by the LRC.

3. Code of Ethics

The Contractor and all professional personnel who may provide services under this contract or any subcontract with the Contractor shall be familiar with and abide by any and all code of ethics or conduct as designated by LRC.

4. Intellectual Property

The Contractor agrees that any formulae, methodology, or other reports and compilations of data provided by the LRC to the Contractor for the purposes of meeting the terms and conditions of this Contract shall be the exclusive property of LRC, unless the specific ownership of any proposed or developed formulae, methodology, or other reports and compilations of data is otherwise identified in any Attachment(s). The Contractor further agrees that any formulae, methodology, other reports and compilations of data prepared or produced by the Contractor during the course of work pursuant to this Contract shall be made available to the LRC’s use upon request and without charge. Any use of these materials other than for the purposes of meeting the terms and conditions of this Contract must be reviewed and approved in advance by LRC.

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2700000010 Final Actuarial Audit - KY State-Administered Retirement