Final_RFP_040_2600000030_1_SO_FORM.PDF

Document ID: RFP 040 2600000030 Page: 1

Commonwealth of Kentucky

SOLICITATION

Modification: No Version #:

TITLE: Legal Services-Complex Litigation Panel Counsel

Date Issued:

08/04/2025 Record Date:

07/29/2025

Solicitation Closes Date:

09/17/2025 Time:

15:00

Solicitation No:

RFP 040 2600000030

Online Bidding Prohibited: Yes For Information Call:

Michelle Lacy 502-696-5615

Bid Receiving Location:

OAG,, Office of Management & Budget Michelle Lacy 1024 Capital Center Dr, Suite 200

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: RFP 040 2600000030 Page: 2

Line Items

Commodity Group: Default

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

1 Legal Services-Complex Litigation Panel Counsel

Comm Code Comm Description Manufacturer Model # Manuf Part #

96149PS PSC-Legal Services, Attorneys

Extended Description The OAG, on behalf of the Commonwealth of Kentucky and under the authority conferred by the Kentucky Constitution and KRS 15.020 et seq., seeks proposals for legal services to establish contracts with legal counsel for the OAG to independently retain legal counsel, on an "as needed, if needed" basis to assist with investigation and legal action against potential parties for violations of the Kentucky Consumer Protection Act, arising out of deceptive acts and misrepresentations made to Kentucky consumers, and for investigation and potential litigation regarding potential violations of state Medicaid, antitrust and/or other state or federal statutes in the conduct of any potential parties doing business within the Commonwealth.

Shipping Information Office of the Attorney General Office of Management & Budget 1024 Capital Center Dr, Suite 200

Frankfort KY 40601

Billing Information Office of the Attorney General Office of Management & Budget 1024 Capital Center Dr, Suite 200

Frankfort KY 40601

Document ID: RFP 040 2600000030 Page: 3

Submission Checklist

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

Item

Revised May 2025

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 MUST deem the proposal non-responsive and SHALL NOT consider for award.

All other items MUST be submitted prior to award.

_____ SIGNED AND COMPLETED SOLICITATION –Section(s) 8.00 and 8.10 of this RFP

(not required if submitting electronically)

_____ *PROPOSED SOLUTION (TECHNICAL) UNDER SEALED COVER AND BY

CLOSING DATE --Section(s) 8.00 and 8.10 of this RFP

_____ *PROPOSED SOLUTION (COST) UNDER SEALED COVER AND BY CLOSING

DATE -- Section(s) 8.00 and 8.10 of this RFP

_____ TRANSMITTAL LETTER – Section 8.20 of this RFP

_____ PROOF OF REGISTRATION WITH SECRETARY OF STATE BY A FOREIGN

ENTITY -- Section 8.00 of the Personal Service Contract Terms and Conditions of this

RFP

_____ REQUIRED AFFIDAVIT(S) – Section 8.20 of this RFP

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

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2600000030 Final Legal Services-Complex Litigation Panel Counsel Total Pages: 25 https://www.merriam-webster.com/dictionary/seal https://www.merriam-webster.com/dictionary/seal

REQUEST FOR PROPOSAL

FOR

PERSONAL SERVICE CONTRACT

Kentucky Office of the Attorney General Legal Services – Complex Litigation Panel Counsel RFP 040 2600000030 Office of the Attorney General

This document constitutes a Request for Proposals for a Personal Service Contract from qualified individuals and organizations to furnish those services as described herein for the Commonwealth of Kentucky, Office of the Attorney General (OAG).

Offerors are advised that any personal service contract resulting from this RFP must comply with all applicable provisions of KRS 45A and KRS 12.210 prior to becoming effective.

Please be advised that the Office of the Attorney General may award contracts to multiple attorneys or firms to provide the services needed for the project; however, the Commonwealth of Kentucky reserves the right to reject all proposals and not issue any contracts. Further, this Request for Proposals is subject to the availability of funds. Vendors awarded a contract are not guaranteed to be assigned any current or future claims or cases.

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 and filed with the Legislative Research Commission, Government Contract Review Committee.

1.00 Purpose and Background

The OAG, on behalf of the Commonwealth of Kentucky and under the authority conferred by the Kentucky Constitution and KRS 15.020 et seq., seeks proposals for legal services to establish contracts with legal counsel for the OAG to independently retain legal counsel, on an “as needed, if needed” basis to assist with investigation and legal action against potential parties for violations of the Kentucky Consumer Protection Act, arising out of deceptive acts and misrepresentations made to Kentucky consumers, and for investigation and potential litigation regarding potential violations of state Medicaid, antitrust and/or other state or federal statutes in the conduct of any potential parties doing business within the Commonwealth. The RFP includes, but is not limited to, reviewing information and/or documents obtained through Civil Investigative Demands and Subpoenas (KRS 367.240 and 367.250), and recommending appropriate courses of action, which may include identifying the need for additional demands on current investigations or separate demands to other entities, and/or recommending the institution of civil suit, including but not limited to identifying potentially responsible parties and/or entities, causes of action, and venue(s).

Upon retention, Outside Counsel will assist the OAG on a contingency fee basis per the terms set forth in this Request for Proposal and KRS 45A.717. It is understood that this contract, due to the complexity of legal matters, is not intended to be a mandatory contract. Certain matters may be contracted outside this contract based upon the specific need.

This contract may be extended, at the option of the OAG, to include other claims for violations of the Commonwealth’s statutes, as well as additional common law and/or statutory causes of action.

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The OAG at all times will direct the litigation in all respects, including but not limited to, whether and when to initiate litigation, against whom actions will be taken, the claims to be made in said litigation, approval and/or rejection of settlements and the amount and type of damages to be requested.

2.00 Scope of Work

Upon assignment by the OAG, and subject to Offeror's rights to decline any such assignment for any reason whatsoever, Offeror shall perform such legal services as requested by the OAG. Legal services will include, but may not be limited to:

Assisting with OAG's investigations and litigation, as referenced above. Said assistance will include but may not be limited to reviewing information and documents regarding potential violations of the Kentucky Consumer Protection Act, Medicaid, antitrust and/or other state or federal statutes in the conduct of potential parties doing business within the Commonwealth including the management and organization of documents through an approved document management platform. If litigation is recommended, accepted, and commenced as referenced above, the scope of work will also include, but not be limited to: coordinating litigation with other states and the federal government to promote, to the extent beneficial, a unified approach to litigation; taking depositions; defending depositions noticed by the defendants; preparing relevant witnesses for depositions; responding to motions including motions for summary judgment or other pretrial dispositive motions; identification of experts to testify in favor of the Commonwealth of Kentucky or other state agencies; preparation of expert witnesses for deposition or trial testimony; assessing the strength of legal arguments propounded by the litigants; preparation of legal arguments on motions; dealing with discovery disputes; representing the Commonwealth of Kentucky in trial or in any settlement negotiations that may occur; representing the Commonwealth of Kentucky in responding to post-trial motions; representing the Commonwealth of Kentucky in the appeal(s) of any judgment or verdict rendered in any such action(s) and, if applicable, the remand from appeal(s).

Preserving and making available to the OAG all pertinent records. When the contract is completed or if the contract is completely or partially terminated for whatever reason, all records relating to the work shall be preserved and made available to the OAG for a period of at least eight (8) years from the date of final statement or until the litigation is completed, whichever occurs last.

Warranting that any representations made by them in the proposed agreement are true and accurate;

that the Offeror is in all ways in compliance with state and federal laws which may govern the subject matter of this Agreement; and that the party executing this Agreement on the Offeror's behalf is duly authorized to do so.

Offeror shall not have any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder.

Offeror and all attorneys working for or at the direction of vendor on this matter shall be in good standing with the Kentucky Bar Association or another bar association in the United States and shall maintain good standing throughout the pendency of performing the services hereunder.

Offeror and all people working for or at the direction of vendor on this matter shall conduct themselves with the utmost of professionalism related to this matter through the pendency of performing the services hereunder.

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Offeror shall use software compatible with software used by OAG, including Microsoft Office, Adobe Acrobat Pro, Thomson Reuters HighQ case management necessary to perform the services hereunder. Offeror shall provide to the OAG all documents and records, with no additional cost, in a manner that is accessible to OAG. OAG shall not be required to procure additional software or licenses. Offeror shall consult with OAG prior to delivery of electronic documents to ensure the most efficient manner of transmission.

Offeror is to provide detailed information regarding hours worked, services performed, and costs incurred in said litigation upon the OAG’s request and at the conclusion of the matter.

The Office of the Attorney General has determined that the contingency fee is both cost-effective and in the public interest. Further the Office has determined that sufficient and appropriate legal and financial resources do not exist within the Office to pursue the litigation without outside counsel.

The Office anticipates that the amount of time and labor required to perform the requested services exceeds that available. In addition, the novelty, complexity, and difficulty of the assigned matter(s) are such that outside counsel is needed. The skill required to perform the requested services properly is of the highest level, and the geographic area where the legal services are to be provided will likely involve work in major metropolitan areas of the country. The Office has determined that experience in highly complex civil litigation involving multiple defendants is desired for the kind of legal services to be provided. In the event that any or all of the claims for assigned matter(s) covered under this contract are resolved through individual settlement, multi-state settlement or a bankruptcy proceeding where provisions of the settlement or bankruptcy provide for the direct payment of fees and expenses of the Contractor, the Parties agree the provisions of any such settlement or bankruptcy shall be the exclusive source of payment for the claim(s) under this contract and waives the contingency fee provisions contained herein related to the claim(s).

2.10 Contingency Fee Basis

Offeror agrees to advance all litigation costs incurred by their own attorneys and staff, including but not limited to travel, meals, mileage, lodging, and miscellaneous office expenses. Reasonable expenses, at the conclusion of the matter, shall be reimbursed with approval of the OAG. Expenses shall be documented in a format requested by the OAG in order to be eligible for reimbursement, and OAG may limit the reimbursable amount of certain expenses, such as meals, flights or other charges not deemed reasonable. Charges for alcohol or alcoholic beverages shall not be reimbursed.

Additionally, Offeror agrees to advance costs of any, and all, expert witnesses, consultants, translation services, etc., as may be necessary in furtherance of this case. Offeror will consult with the OAG before employing any expert witnesses, consultants or translators. The OAG shall have the final approval of the retention of any expert witnesses or consultants and any fee arrangements paid to those individuals.

Contract must adhere to the Government Contract Review Committee’s policy statement 98-1.:

1. Allow for payment for actual time spent on behalf of the State, including travel time, at a recommended hourly rate or specified acceptable fee.

2. If the hourly rate is paid for travel time, travel expenses shall not be allowed, except for overnight lodging when at the convenience of the agency.

3. If the hourly rate is not paid for travel time, travel expenses shall be allowed in accordance with state travel regulations.

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3.00 Evaluation Criteria

The Office of the Attorney General shall conduct a comprehensive, fair, and impartial evaluation of all proposals. The Office of the Attorney General may reject any proposal that is incomplete or in which there are significant inconsistencies or inaccuracies. The Office of the Attorney General reserves the right to reject all proposals.

The Office of the Attorney General has established a Proposal Evaluation Committee to review, evaluate and verify information submitted by the offeror.

Each vendor is responsible for submitting all relevant, factual and correct information with their offer to enable the evaluator(s) to afford each vendor the maximum score based on the available data submitted by the vendor.

The Office of the Attorney General shall evaluate the proposals by assigning scores as indicated.

Proposal shall contain the following:

A. Mandatory Requirements:

PROPOSALS THAT DO NOT MEET ALL THE FOLLOWING MANDATORY

REQUIREMENTS WILL BE DEEMED NON-RESPONSIVE AND WILL NOT

BE CONSIDERED

1.--Provide a listing of the firm's professional relationships involving the C ommonwealth of Kentucky or any of its component units for the past five years, together with a statement explaining why such relationships do not constitute a conflict of interest relative to providing assistance to the OAG. (Prior to contract execution, the successful firm may be asked to disclose further information involving relationships with the Commonwealth's or its component's major vendors.) If none exist, indicate that in a statement.

2.--Provide a listing of any instance where the Offeror has been involved as a Defendant in a legal malpractice action and the details regarding same, including any monetary awards. If none exist, indicate that in a statement.

B. Background and Relevant Experience – 2000 Points

1.--A brief description of the individual/firm including date established and location of clientele - local, regional, national, or international offices and total number of professional staff. (100 points)

2.--Location of office that will supply staff, the number of partners, managers, supervisors, seniors and other professional staff employed by the firm that will supply staff for matters related to this contract. (100 points)

3.--A listing of qualifications of key personnel detailing specialized training and relevant work history, location of principal place of business and all branch/affiliated offices or local counsel, including a list of personnel who will be directly involved with the contract. Include brief resumes of each. A statement that the firm is properly licensed to practice in Kentucky. If not, provide a statement that contract attorney(s) to be used are properly licensed to practice in Kentucky or are eligible to be admitted pro hac vis in Kentucky. (200 points)

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4.--Outline significant experience and familiarity with statutes, regulations, policies and precedent regarding consumer protection and other relevant statutes or causes of action.

(200 points)

5.--Outline experience with Medicaid, consumer protection and/or antitrust litigation and if relevant, representation or assistance in representation of a state or other governmental entity or qui tam entity. (200 points)

6.--Outline experience with pharmaceutical and health care litigation and if relevant, representation or assistance in representation of a state or other governmental entity or qui tam entity. (200 points)

7.--Outline experience conducting or assisting in investigations related to the development of litigation. (200 points)

8.-- Outline access to or ability to access databases of documentary material related to the damages caused by any potential parties or any related entity. (100 points)

9.--Outline substantial experience in complex litigation involving multiple claims and numerous defendants. (300 points)

10.--Outline substantial experience in complex litigation in federal courts, including, but not limited to, substantial experience in litigating removal and remand of cases to federal courts, and substantial experience in multi-district litigation cases. (300 points)

11.-- List any other information the Offeror deems relevant to its capability to perform the required services. (100 points)

C. Technical Approach and Work Schedule – 300 Points

1.--Demonstrate firm/individual's ability to muster sufficient resources to respond to significant and voluminous motion practice and voluminous discovery demands propounded by defendants. (125 points)

2.--Demonstrate firm/individual’s knowledge of and experience with sophisticated document or case management software sufficient to manage the voluminous documents produced by the defendants. This includes experience in all aspects of Electronic Discovery. (50 points)

3.--Provide Offeror's approach to the assessment and investigation phases and general time lines for each. (125 points)

Technical Proposal Evaluation

Criteria Maximum Points Possible Mandatory Requirement Pass/Fail Background and Relevant Experience 2000 Technical Approach and Work Schedule 300

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Maximum Points Possible 2300

Cost Proposal Evaluation

All contracts resulting from this RFP shall be paid in accordance with KRS 45A.717.

KRS 45A.717

(3) A contingency fee shall not exceed:

(a) Twenty percent (20%) of the amount recovered up to ten million dollars ($10,000,000);

(b) Fifteen percent (15%) of the amount recovered between ten million dollars ($10,000,000) and fifteen million dollars ($15,000,000);

(c) Ten percent (10%) of the amount recovered between fifteen million dollars ($15,000,000) and twenty million dollars ($20,000,000); and

(d) Five percent (5%) of the amount recovered of twenty million dollars ($20,000,000) or more.

(4) A contingency fee shall not exceed twenty million dollars ($20,000,000), regardless of the number of actions or proceedings or the number of attorneys or law firms involved in the matter, and exclusive of any costs and expenses provided for by the contract and actually incurred by the legal services contractor.

(5) A contingency fee shall be payable only from money that is actually received pursuant to a judgment or settlement agreement, and any judgment or settlement funds shall be disbursed in accordance with KRS 48.005.

Oral Demonstration/Presentation Evaluation, if required

Oral Demonstration/Presentation

The Commonwealth reserves the right to require Oral Presentations/Demonstrations to verify or expand on the Technical or Cost Proposals. Oral Presentations/Demonstrations may be conducted through videoconferencing or by conference call, if it is in the best interest of the Commonwealth to do so.

This is the opportunity for the vendor to present and demonstrate the solution and to answer questions or to clarify the understanding of the evaluation committee in accordance with the requirements of this RFP. The Commonwealth reserves the right to reject any or all proposals in whole or in part based on the oral presentations/demonstrations.

If required, the top five highest ranking vendors may be invited. Scheduling will be at the discretion of the Commonwealth. The Commonwealth reserves the right not to require oral presentations/demonstrations

Maximum Points Possible 100

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Total Proposal Evaluation

Technical Proposal 2,300

Cost Proposal Not applicable

Oral Demonstrations/Presentations, if required 100

MAXIMUM POINTS POSSIBLE

2,400

4.00 Schedule of RFP Activities

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

Release of RFP August 04, 2025

Written Questions due by: TIME August 15, 2025

Anticipated Commonwealth Response to Written Questions August 22, 2025

Offeror’s Conference (if required) Not Applicable

Anticipated Commonwealth Response to Vendor Conference Written Questions

Not Applicable

Proposals Due by: 3:00PM ET September 17, 2025

All bidders are cautioned to be aware of the security in the Capitol Complex East located at 1024 Capital Center Drive, Suite 200 Frankfort, Kentucky. All bids shall be time stamped in the Office of the Attorney General no later than the due date and time defined in this Solicitation. In person or courier delivered bids in response to this Solicitation shall be delivered to Office of the Attorney General, Office of Management & Budget. Delays due to building security checks shall not be justification for acceptance of a late bid.

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

5.00 Offeror’s Conference

Not applicable.

6.00 Point of Contact

The Agency Contact named below shall be the sole point of contact throughout the procurement process. All communications, oral and written (regular mail, express mail or electronic mail), concerning this procurement shall be addressed to:

Michelle Lacy

RFP 040 2600000030

1024 Capital Center Drive

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Frankfort, KY 40601, Suite 200

(502) 696-5615 Michelle.lacy@ky.gov

From the issue date of this RFP until a Contractor(s) is selected and the selection is announced, Offerors shall not communicate with any other Commonwealth staff concerning this RFP.

7.00 Questions Regarding this RFP

Questions must be submitted in writing to the Agency Contact. The Commonwealth will respond to salient questions in writing by issuing an Addendum to the Solicitation. The Addendum shall be posted to the Commonwealth’s eProcurement page.

8.00 Proposal Submission

PLEASE NOTE: ELECTRONIC OR EMAIL SUBMISSIONS WILL NOT BE ACCEPTED.

PROPOSALS MUST BE MAILED, SHIPPED, OR HAND-DELIVERED AND MUST ARRIVE

IN THE ATTORNEY GENERAL’S OFFICE THE DEADLINE PER SECTIONS 4.00 AND 8.10.

Hard Copy Proposals

Each qualified offeror shall submit only one (1) proposal. Alternate proposals shall not be allowed. Failure to submit as specified shall result in a non-responsive proposal.

The vendor should complete the "Vendor" box on the face of the solicitation. An authorized representative of the vendor shall sign where indicated on the face of the solicitation.

Acknowledgment of Addenda

It is the vendor's responsibility to check the web site for any modifications to this solicitation.

Vendors are encouraged to acknowledge each addendum by signing and submitting the latest addendum with their response. However, signing the face of the solicitation as indicated above constitutes the vendor’s acknowledgement of and agreement to be bound by the terms of all addenda issued.

Failure to specifically acknowledge addenda will not excuse the vendor from adhering to all changes to the requirements of the solicitation set forth therein nor provide justification for any pricing changes.

All submitted technical and cost proposals shall remain valid for a minimum of six (6) months after the proposal due date.

8.10 Format of Response

Document Phase Document Description Page 12 mailto:Michelle.lacy@ky.gov

PLEASE NOTE: ELECTRONIC OR EMAIL SUBMISSIONS WILL NOT BE ACCEPTED.

PROPOSALS MUST BE MAILED, SHIPPED, OR HAND-DELIVERED AND MUST ARRIVE

IN THE ATTORNEY GENERAL’S OFFICE THE DEADLINE PER SECTIONS 4.00 AND 8.10.

Hard Copy Proposals

A. Proposals shall be submitted in two (2) parts: The Technical Proposal, and if applicable the Proprietary Information.

1. The Technical Proposal should include one (1) marked original hard/paper copy technical and 3 marked technical thumb/flash drives (in Microsoft Word, Microsoft Excel or PDF format ONLY). Do not include embedded documents, hyperlinks or hyperlinks to videos.

2. Any Proprietary Information should include one (1) marked original hard/paper copy proprietary and 3 marked proprietary data thumb/flash drives (in Microsoft Word, Microsoft Excel, or PDF format ONLY). Do not include embedded documents, hyperlinks or hyperlinks to videos.

Proposal shall be submitted to the Agency Contact. The outside cover of the package containing the technical proposal shall be marked:

Legal Services – Complex Litigation Panel Counsel

TECHNICAL PROPOSAL

Name of Offeror

If applicable, the outside cover of the package containing the proprietary shall be marked:

Legal Services – Complex Litigation Panel Counsel

PROPRIETARY PROPOSAL

Name of Offeror

All proposals must be received no later than 3:00PM ET, September 17, 2025.

Pricing shall only be provided in the Cost Proposal. DO NOT SUBMIT ANY PRICING

INFORMATION IN THE TECHNICAL PROPOSAL.

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All submitted Technical Proposals shall remain valid for a minimum of six (6) months after the proposal due date.

8.20 Format of Technical Proposal

The Technical Proposal must be arranged and labeled in the manner set forth below.

Transmittal Letter – a Transmittal letter shall be submitted on Offeror’s letterhead and signed by an agent authorized to bind the Offeror. The Transmittal letter shall include the following:

a. A statement that deviations are included, if applicable.

b. A statement that proprietary information is included, if applicable.

c. A statement that, if awarded a contract as a result of this Solicitation, the Offeror shall comply in full with all the requirements of the Kentucky Civil Rights Act, and shall submit all data required by KRS 45.560 to 45.640.

d. A sworn statement that, pursuant to KRS 11A.040, that Offeror has not knowingly violated any provisions of the Executive Branch Code of Ethics.

e. A statement certifying that the price in this proposal was arrived at independently without collusion, consultation, communication, or agreement as to any matter relating to such prices with any other Offeror or with any competitor.

f. A statement affirming that the Offeror is properly authorized under the laws of the Commonwealth of Kentucky to conduct business in this state and will remain in good standing with the Office of the Kentucky Secretary of State for the duration of any awarded contract resulting from this Solicitation.

g. The name, address, telephone number and email address and website address, if available, of the contract person to serve as a point of contact for day-to-day operations.

h. Subcontractor information to include the name of the company, address, telephone number and contact name, if applicable.

i. Foreign entity’s organization number issued by the Secretary of State in a certificate of authority or a statement of foreign qualification, if applicable.

Completed and Signed Solicitation and Addenda – An authorized representative MUST complete and sign the Solicitation form and include the following:

a. “Vendor” box and “Payment” box should be completed.

b. Vendor shall indicate ownership type.

c. Vendor shall provide “FEIN” if applicable.

d. Vendor shall provide date the form is completed and signed.

e. Signed face of the most recent Addenda, if applicable.

Signed and Notarized Required Affidavit for Bidders or Offerors - available at the following link:

https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx.

Signed and Notarized Required Affidavit for Bidders, Offerors and Contractors Claiming Resident Bidder Status – if applicable. Available at the following link:

Document Phase Document Description Page 14 https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx.

*Offerors not claiming Resident Bidder Status need not submit this affidavit.

Signed and Notarized Required Affidavit for Bidders, Offerors and Contractors Claiming Qualified Bidder Status – if applicable. Available at the following link:

https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx.

*Offerors not claiming Qualified Bidder Status need not submit this affidavit.

Response to the Technical Portion of the RFP – Please provide a detailed response to the technical requirements outlined in the Evaluation Criteria. No cost information shall be provided in the technical portion.

8.30 Format of Cost Proposal

NOT APPLICABLE.

8.40 Certification Regarding Debarment and Suspension

In accordance with Federal Acquisition Regulation 52.209-5, the Offeror shall certify, by signing the Solicitation, that to the best of its knowledge and belief, the Offeror and/or its Principals is (are) not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any state or federal agency.

For the purposes of this certification, “Principals”, means officers, directors, owners, partners, and persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of subsidiary, division, or business segment, and similar positions.

9.00 Rules of Procurement

To facilitate this procurement, various rules have been established. These are described in the following paragraphs.

Offerors should review and comply with the General Conditions and Instructions for Solicitation/ Contract listed under “Response to Solicitation” located on the eProcurement web page at https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx

The procurement process will provide for the evaluation of proposals and selection of the winning 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.

9.10 Technical Proposal Evaluation

The Office of the Attorney General will evaluate the proposal based on the technical portion of the Evaluation Criteria. Each Offeror is responsible for submitting all relevant, factual and correct information with their offer to enable the evaluator(s) to afford each vendor the maximum score based on the available data submitted by the Offeror. Past Offeror Performance may be considered in the award of this Contract. Offerors with a record of poor performance in the last twelve (12) months may be found non-responsible and ineligible for award.

9.20 Cost Proposal Evaluation

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2600000030 Final Legal Services-Complex Litigation Panel Counsel Total Pages: 25 https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx

Not Applicable.

9.30 Right to Reject/Waiver of Minor Irregularities

The Commonwealth reserves the right at its discretion to reject any and all offers. The Commonwealth also reserves the right at its discretion to waive informalities and minor irregularities in offers received.

9.40 Clarification of Proposals

The Commonwealth reserves the right at its discretion to request additional information as may reasonably be required for selection and to reject any proposals for failure to provide additional information on a timely basis.

The Commonwealth reserves the right to conduct discussions with any Offeror who has submitted a proposal to determine the Offeror’s qualifications for further consideration. Such discussions shall not disclose any information derived from proposals submitted by other Offerors.

9.50 Best and Final Offers

The Commonwealth reserves the right at its discretion to request a Best and Final Offer (BAFO) for technical and/or cost proposals. Offerors are cautioned to propose their best possible offers at the outset of the process, as there is no guarantee that any Offeror will be allowed an opportunity to submit a Best and Final technical and/or cost offer.

9.60 Vendor Response and Public Inspection

This RFP specifies the format, required information and general content of proposals to be submitted in response to the RFP. The Office of the Attorney General shall not disclose any portions of the proposals prior to contract award to anyone outside the Office of the Attorney General, representatives of the agency for whose benefit the contract is proposed, representatives of the federal government, if required, and the members of the evaluation committee. 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 Offerors in response to this RFP as a matter of public record.

Any and all documents submitted by an Offeror in response to the RP shall be available for public inspection after contract award pursuant to the Kentucky Open Records Act, KRS 61.870 to 61.884 (“the Act”). When responding to a request to inspect records submitted in response to this RFP, the Commonwealth will not redact or withhold any information or documents unless the records sought are exempt from disclosure pursuant to KRS 61.878 or other applicable law. Similarly, no such documents shall be exempt from public disclosure, regardless of the Offeror’s designation of the information contained therein as “proprietary,” “confidential,” or otherwise, except in cases where the requested documents (or information contained therein) would be excluded from application of the Act under KRS 61.878(1)(c).

The Commonwealth of Kentucky shall have the right to use all system ideas, or adaptations of those ideas, contained in any proposal received in response to this RFP. Selection or rejections of the proposal will not affect this right.

9.70 Reciprocal Preference for Kentucky Resident Bidders and Preferences for a Qualified Bidder The scoring of bids/proposals is subject to the reciprocal preference for Kentucky resident bidders and preferences for a Qualified Bidder or the Department of Corrections, Division of Prison Industries (See KRS 45A.490(1), (2), 45A.492, 45A.494 and KAR 200 5:410).

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Vendors not claiming resident bidder or qualified bidder status need not submit the corresponding affidavit.

Determining the residency of a bidder for purposes of applying a reciprocal preference

Any individual, partnership, association, corporation, or other business entity claiming resident bidder status shall submit the attached Required Affidavit for Bidders, Offerors and Contractors Claiming Resident Bidder Status as part of its response. The Office of the Attorney General reserves the right to request documentation supporting a bidder’s claim of resident bidder status. Failure to provide such documentation upon request shall result in disqualification of the bidder or contract termination.

As part of its response, a nonresident bidder shall submit its certificate of authority to transact business in the Commonwealth of Kentucky, Secretary of State. The location of the principal office identified therein shall be deemed the state of residency for that bidder. If the bidder is not required by law to obtain said certificate, the state of residency for that bidder shall be deemed to be that which is identified in its mailing address as provided in its bid.

Preferences for Qualified Bidder or the Department of Corrections, Division of Prison Industries (200 KAR 5:410)

Pursuant to KRS 45A.470 and 200 KAR 5:410, Kentucky Correctional Industries will receive a preference equal to twenty (20) percent of the maximum points awarded to a bidder in a solicitation. In addition, the following “qualified bidders” will receive a preference equal to fifteen

(15) percent of the maximum points awarded to a bidder in a solicitation. New Vision Industries, Inc., any nonprofit corporation that furthers the purposes of KRS Chapter 163 and any qualified nonprofit agencies for individuals with severe disabilities as defined in KRS 45A.465(3). Any bidder claiming “qualified bidder” status, other than New Vision Industries, Inc., shall submit a notarized affidavit affirming that it meets the requirements to be considered a qualified bidder as part of its response to the solicitation (affidavit form included as part of this RFP). If requested, failure to provide documentation proving qualified bidder status to a public agency, if requested, may result in disqualification of the bidder or contract termination.

9.80 Negotiation

After conducting the evaluation to determine the best proposal received, the Office of the Attorney General reserves the right to negotiate a fair and reasonable compensation based on the pricing submitted in the Offeror’s proposal. If the negotiations fail to reach an agreement on a fair and reasonable compensation rate, the Office of the Attorney General reserves the right to proceed to the next highest ranked proposal. Other terms and conditions relating to the technical and/or cost proposals may be negotiated at the sole discretion of the Commonwealth.

9.85 Best Interests of the Commonwealth

The Commonwealth will rank all proposals in the manner set forth in the Evaluation Criteria.

However, the Commonwealth reserves the right to reject any or all proposals in whole or in part before, during, or after negotiation based on the best interests of the Commonwealth.

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CONTRACT AWARD, TERMS, AND CONDITIONS

10.00 Notification of Award

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

https://vss.ky.gov

Offerors can search for the solicitation title or number in the keyword search field or 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 Offeror’s responsibility to review this information in a timely fashion. No other notification of the results of an Award of Contract will be provided to unsuccessful Offerors.

10.10 Beginning of Work

This Contract is not effective and binding until approved by the Secretary of the Finance and Administration Cabinet and filed with the Legislative Research Commission’s Government Contract Review Committee. The Contractor shall not commence any billable work until a valid Contract has been fully executed. This Contract, including the components referenced in Section 10.20, shall represent the entire agreement between the parties. Prior negotiations, representations, or agreements, either written or oral, between the parties hereto relating to the subject matter hereof shall be of no effect upon this Contract.

10.20 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, 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.

10.30 Contract Term and Renewal Option

The initial term of the Contract is anticipated to be from 10/15/2025 through 06/30/2026.

This agreement is not effective until the Secretary of the Finance and Administration Cabinet or his authorized designee has approved the Contract and until the Contract has been filed with the Legislative Research Commission, Government Contract Review Committee.

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This Contract may be renewed at the discretion of the agency for as many additional two-year terms as needed for the purpose of and to the extent that said renewals are necessary to permit the Contractor to conclude any work on any cases in progress pursuant to the RFP.

Renewal shall be subject to prior approval from the Secretary of the Finance and Administration Cabinet, or this authorized designee, and the LRC Government Contract Review Committee in accordance with KRS 45A.695 and KRS 45A.705.

10.40 Changes and Modifications to the Contract

Pursuant to 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 by the Office of the Attorney General prior to the effective date of such modification or change. Modification shall be subject to prior approval from the Secretary of the Finance and Administration Cabinet, or this authorized designee, and the LRC Government Contract Review Committee. Memoranda of Understanding, written clarification, and/or other correspondence shall not be construed as amendments to the Contract.

10.50 Notices

Unless otherwise instructed, all notices, consents, and other communications required and/or permitted by the Contract shall be in writing. After the award of the Contract, all communications of a contractual or legal nature are to be made to the Agency Contact.

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Personal Service Contract Standard Terms and Conditions Revised May 2025

Whereas, the first party, the state agency, has concluded that either state personnel are not available to perform said function, or it would not be feasible to utilize state personnel to perform said function; and

Whereas, the second party, the Contractor, is available and qualified to perform such function; and

Whereas, for the abovementioned reasons, the state agency desires to avail itself of the services of the second party;

NOW THEREFORE, the following terms and conditions are applicable to this contract:

1.00 Effective Date

This contract is not effective until the Secretary of the Finance and Administration Cabinet or his authorized designee has approved the contract and until the contract has been submitted to the Legislative Research Commission, Government Contract Review Committee (“LRC”). However, in accordance with KRS 45A.700, contracts in aggregate amounts of $10,000 or less are exempt from review by the committee and need only be filed with the committee within 30 days of their effective date for informational purposes.

KRS 45A.695(7) provides that payments on personal service contracts and memoranda of agreement shall not be authorized for services rendered after government contract review committee disapproval, unless the decision of the committee is overridden by the Secretary of the Finance and Administration Cabinet or agency head if the agency has been granted delegation authority by the Secretary.

The vendor shall be paid, upon the submission of proper invoices to the receiving agency at the prices stipulated for the supplies delivered and accepted, or services rendered. Unless otherwise specified, payment will not be made for partial deliveries accepted. Payments will be made within thirty (30) working days after receipt of goods or a vendor’s invoice in accordance with KRS 45.453 and KRS 45.454.

2.00 Renewals

Upon expiration of the initial term, the contract may be renewed in accordance with the terms and conditions in the original solicitation. Renewal shall be subject to prior approval from the Secretary of the Finance and Administration Cabinet or his authorized designee and the LRC Government Contract Review Committee in accordance with KRS 45A.695 and KRS 45A.705, and contingent upon available funding.

3.00 LRC Policies

Pursuant to KRS 45A.725, LRC has established policies which govern rates payable for certain professional services. These are located on the LRC webpage https://apps.legislature.ky.gov/ moreinfo/Contracts/homepage.html and would impact any contract established under KRS 45A.690 et seq., where applicable.

4.00 Choice of Law and Forum

This contract shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. 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.

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5.00 Cancellation

The Commonwealth shall have the right to terminate and cancel this contract at any time not to exceed thirty (30) days' written notice served on the Contractor by registered or certified mail.

6.00 Funding Out Provision

The state agency may terminate this contract if funds are not appropriated to the contracting agency or are not otherwise 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. The state agency shall provide the Contractor thirty (30) calendar days’ written notice of termination of the contract due to lack of available funding.

7.00 Reduction in Contract Worker Hours

The Kentucky General Assembly may allow for a reduction in contract worker hours in conjunction with a budget balancing measure for some professional and non-professional service contracts.

If under such authority the agency is required by Executive Order or otherwise to reduce contract hours, the agreement will be reduced by the amount specified in that document. If the contract funding is reduced, then the scope of work related to the contract may also be reduced commensurate with the reduction in funding. This reduction of the scope shall be agreeable to both parties and shall not be considered a breach of contract.

8.00 Authorized to do Business in Kentucky

The Contractor affirms that it is properly authorized under the laws of the Commonwealth of Kentucky to conduct business in this state and will remain in good standing to do business in the Commonwealth of Kentucky for the duration of any contract awarded.

The Contractor shall maintain certification of authority to conduct business in the Commonwealth of Kentucky during the term of this contract. Such registration is obtained from the Secretary of State, who will also provide the certification thereof.

Registration with the Secretary of State by a Foreign Entity Pursuant to KRS 45A.480(1)(b), an agency, department, office, or political subdivision of the Commonwealth of Kentucky shall not award a state contract to a person that is a foreign entity required by KRS 14A.9-010: to obtain a certificate of authority to transact business in the Commonwealth (“certificate”) from the Secretary of State under KRS 14A.9-030:

https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=40424 therefore, foreign entities should submit a copy of their certificate with their solicitation response.

If the foreign entity is not required to obtain a certificate as provided in KRS 14A.9-010:

https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=44318 , the foreign entity should identify the applicable exception in its solicitation response. Foreign entity is defined within KRS 14A.1-070:

https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=50474

Businesses can register with the Secretary of State at:.

https://www.sos.ky.gov/bus/business-filings/Pages/default.aspx

9.00 Invoices for fees

The Contractor shall maintain supporting documents to substantiate invoices and shall furnish same if required by state government. The invoice must conform to the method described in Section V of this contract.

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