Milliman.pdf

Actuarial Services – Corporate Overview and Technical Response Solicitation #120961 O5

Prepared for Nebraska Public Employees Retirement Systems

March 21, 2025

Submitted by:

Milliman

Ryan Falls, FSA, EA, MAAA Principal & Consulting Actuary

12790 Merit Drive

Suite 800

Dallas, TX 75251

Tel +1 214 863 5635 milliman.com

12790 Merit Drive

Suite 800

Dallas, TX 75251

Tel +1 214 863 5635 milliman.com

Sent via ShareFile

March 21, 2025

Connie Heinrichs and Brook Taylor Nebraska Public Employees Retirement Systems 1526 K Street, Suite 130 Lincoln, NE 68505

Re: Request for Proposal – Services Contract for Nebraska Public Employees Retirement Systems – Solicitation #120961 O5

On behalf of Milliman, we are pleased to present this proposal to provide Actuarial Services to Nebraska Public Employees Retirement Systems. This proposal follows the format set forth in the RFP and describes our firm, approach, our people, and proposed fees.

Please do not hesitate to get in touch with me if you have any questions or would like to discuss any aspect of this proposal. Thank you for the opportunity to present Milliman’s capabilities. We look forward to working with you.

Sincerely, Ryan Falls, FSA, EA, MAAA Principal & Consulting Actuary Tel: 214 863 5635 Email: ryan.falls@milliman.com http://www.milliman.com mailto://ryan.falls@milliman.com

MILLIMAN PROPOSAL

Actuarial Services March 21, 2025 Prepared for Nebraska Public Employees Retirement Systems

Table of Contents

INTRODUCTION

RFP CONTRACTUAL AGREEMENT FORM - SIGNED

1. CORPORATE OVERVIEW

2. COMPLETED SECTIONS II-IV

3.TECHNICAL RESPONSE

A. UNDERSTANDING OF THE PROJECT REQUIREMENTS;

B. ATTACHMENT A: MANDATORY QUALIFICATIONS;

C. ATTACHMENT B: PROPOSED TECHNICAL APPROACH;

D. ATTACHMENT C: ADDITIONAL CORPORATE EXPERIENCE; AND

E. DELIVERABLES AND DUE DATES (COST PROPOSAL)

APPENDICES

APPENDIX A – MILLIMAN FINANCIAL STATEMENTS

APPENDIX B – STAFF RESUMES

APPENDIX C – SAMPLE VALUATION REPORT

APPENDIX D – SAMPLE GASB 67 REPORT

APPENDIX E – SAMPLE EXPERIENCE STUDY REPORT

APPENDIX F – FINANCIAL MODELING

Prepared for Nebraska Public Employees Retirement Systems

Introduction

Thank you for considering Milliman’s proposal for actuarial consulting services. We appreciate the opportunity to demonstrate how our expertise can benefit Nebraska Public Employees Retirement Systems (“NPERS”) and the Public Employee Retirement Board (“PERB”).

What sets Milliman apart:

1. Established Legacy: With more than 75 years of experience in retirement and actuarial consulting, Milliman brings a wealth of knowledge to the table.

2. Industry Leadership: We are the retained system actuary, or the most recently appointed pension actuarial auditor, for six of the US’s seven largest public pension systems, as identified by Pensions & Investments.

3. Enthusiastic References: The best indicator of how well we will serve you is how we serve our current clients. Milliman builds our business primarily on the strength of enthusiastic client references, and we think references are one of the strongest and most important parts of our service proposals.

4. Commitment to Investment & Growth: Our continuous investment in our actuarial consulting capabilities ensures that we maintain our leadership in the marketplace.

Why Milliman is the right strategic partner for NPERS:

Demonstrated State System Expertise: Our service team has a record of ably serving some of the largest and most complex state retirement systems. This includes serving as system actuary for Florida Retirement System, CalSTRS, Texas County & District Retirement System, PERS of Idaho, and Oregon PERS, and serving as audit actuary for entities such as TRS of Texas, Montana PERA, and retirement systems for both New York City and the State of New York. Most importantly, Co-Lead Actuary Ryan Falls led the most recent actuarial audit of NPERS in 2022 and this intimate familiarity with the NPERS benefit plans and financing methods will best position Milliman to immediately serve effectively as the strategic advisor for NPERS upon selection.

Strength of Service Team and Depth of Our Bench: NPERS’ complexity and importance to Nebraska’s residents and economy demands a strong and responsive service team. Further, NPERS should plan for contingencies and know ahead of time that experienced backup resources are ready to step in if replacement or additional service team members are needed. With more than 5,000 employees, Milliman has the resources to meet and exceed all staffing demands required of our partnership with NPERS.

Customized Solutions: We tailor strategies to meet NPERS’s unique needs. With an experienced team of critical thinkers and problem solvers, Milliman strives to understand the uniqueness of each retirement system and provide customized solutions to meet their specific needs.

Although there are many qualified actuarial firms, we feel that no firm can match the combination of Milliman’s experience, high technical ability, and client service. In a world overloaded with information, our clients rely on us to help find the right information and turn it into actionable knowledge to solve their toughest problems. We are committed to bringing depth, clarity, and context to the issues and challenges that our clients face every day. Our clients rely on us to be industry experts, trusted advisors, and creative problem-solvers.

With Milliman, NPERS will receive large-firm resources with small-firm attentiveness and service levels.

Milliman’s Values

Milliman’s advice, products and client service adhere to the highest standards of quality.

Milliman’s people demonstrate integrity in all that we do. We are committed to honesty and professionalism in our interaction with our clients and colleagues.

Milliman is committed to embracing diversity and providing all of our people opportunities to achieve their full potential.

On the basis of these values, Milliman has become one of the largest independent providers of comprehensive employee benefits consulting and administration services in the world.

Prepared for Nebraska Public Employees Retirement Systems

RFP Contractual Agreement Form – Signed

CONTRACTUAL AGREEMENT FORM

BIDDER MUST COMPLETE THE FOLLOWING

By signing this Contractual Agreement Form, the bidder guarantees compliance with the provisions stated in this solicitation and agrees to the terms and conditions unless otherwise indicated in writing and certifies that bidder is not owned by the Chinese Communist Party.

Per Nebraska's Transparency in Govemment Procurement Act, Neb. Rev Stat S 73-603, DAS is required to collect statistical information regarding the number of contracts awarded to Nebraska Vendors. This information is for statistical purposes only and will not be considered for contract award purposes.

NEBRASKA VENDOR AFFIDAVIT: Bidder hereby attests that bidder is a Nebraska Vendor.

•Nebraska Vendor" shall mean any bidder who has maintained a bona fide place of business and at least one employee within this state for at least the six (6) months immediately preceding the posting date of this Solicitation. All vendors who are not a Nebraska Vendor are considered Foreign Vendors under Neb. Rev Stat S 73-603 (c).

I hereby certify that I am a Resident disabled veteran or business located in a designated enterprise zone in accordance with Neb. Rev. Stat. S 73-107 and wish to have preference, if applicable, considered in the award of this contract.

I hereby certify that I am a blind person licensed by the Commission for the Blind & Visually Impaired in accordance with Neb. Rev. Stat. S 71-8611 and wish to have preference considered in the award of this

THIS FORM MUST BE SIGNED MANUALLY IN INK OR BY DOCUSIGN

COMPANY:

ADDRESS:

PHONE:

EMAIL:

BIDDER NAME & TITLE:

SIGNATURE:

DATE:

Milliman, Inc.

12790 Merit Drive, Suite 800 Dallas, Texas 75251

214 863 5635 ryan.falls@milliman.com

R an Falls, Principal and on Iting Actuary

3/2112025

VENDOR COMMUNICATION WITH THE STATE CONTACT INFORMATION

IF DIFFERENT FROM ABOVE

NAME:

TITLE:

PHONE:

EMAIL:

SPB Form 22 | RFP Template i Effective 12162024

Prepared for Nebraska Public Employees Retirement Systems

1. CORPORATE OVERVIEW

a. BIDDER IDENTIFICATION AND INFORMATION

The bidder should provide the full company or corporate name, address of the company's headquarters, entity organization (corporation, partnership, proprietorship), state in which the bidder is incorporated or otherwise organized to do business, year in which the bidder first organized to do business and whether the name and form of organization has changed since first organized.

Milliman, Inc. (Milliman) is a corporation with headquarters located at 1301 Fifth Avenue, Suite 3800, Seattle, WA 98101-2646. We have more than 70 offices in principal cities in the U.S. and worldwide.

The firm was founded in 1947 by Wendell Milliman and Stuart Robertson and was officially incorporated on July 5, 1957.The firm changed its name from Milliman & Robertson, Inc. to Milliman USA in 2001, and to Milliman, Inc. in 2004. These changes were in name only; no change in ownership or structure was involved.

Milliman is a corporation in the state of Washington, with its Chief Executive Officer, Chief Financial Officer, and most corporate staff located in Seattle. Milliman’s Board of Directors includes the Chairman, CEO, Practice Directors from the four primary service areas and five at-large members who are also Principals of the firm. Milliman is entirely owned and managed by its approximately 600 Principals, who have been elected in recognition of their technical, professional, and business achievements. Milliman’s board of directors includes the chairman, CEO, practice directors from the four primary business lines, and five at-large members who are also principals of the firm.

b. FINANCIAL STATEMENTS

The bidder should provide financial statements applicable to the firm. If publicly held, the bidder should provide a copy of the corporation's most recent audited financial reports and statements, and the name, address, and telephone number of the fiscally responsible representative of the bidder’s financial or banking organization.

If the bidder is not a publicly held corporation, either the reports and statements required of a publicly held corporation, or a description of the organization, including size, longevity, client base, areas of specialization and expertise, and any other pertinent information, should be submitted in such a manner that solicitation evaluators may reasonably formulate a determination about the stability and financial strength of the organization. Additionally, a non-publicly held firm should provide a banking reference.

The bidder must disclose any and all judgments, pending or expected litigation, or other real or potential financial reversals, which might materially affect the viability or stability of the organization, or state that no such condition is known to exist.

The State may elect to use a third party to conduct credit checks as part of the corporate overview evaluation.

Milliman’s most recent audited financial statement is provided as Appendix A.

Milliman is an independent firm owned and managed by its principals, who are all active in the operation of the business. Milliman is financially strong, producing consistent revenue growth for the past 70 years.

Prepared for Nebraska Public Employees Retirement Systems

As a non-publicly-held firm, our banking reference is Patrick Schuppert, who, can be reached at 425 362 1738, or 205 108th Avenue NE, Suite 500 Bellevue, WA 98004. A reference letter can be found in Appendix A.

With more than 70 locations throughout the world, Milliman is subject to litigation from time to time in the normal course of its business activities. Such suits can arise in a variety of contexts. No litigation currently pending against Milliman will interfere with or jeopardize Milliman's ability to provide any of the services included in this proposal.

c. CHANGE OF OWNERSHIP

If any change in ownership or control of the company is anticipated during the twelve (12) months following the solicitation response due date, the bidder should describe the circumstances of such change and indicate when the change will likely occur. Any change of ownership to an awarded bidder(s) will require notification to the State.

With the exception of the election of additional Principals, there have been no significant recent changes to our ownership structure; in fact, given our unique structure, significant changes in ownership are unlikely to occur at this time or in the foreseeable future.

d. OFFICE LOCATION

The bidder’s office location responsible for performance pursuant to an award of a contract with the State of Nebraska should be identified.

Milliman has more than 70 locations throughout the United States and overseas with more than 5,000 employees. The office responsible for the performance of this work is located at 12790 Merit Drive, Suite 800, Dallas, Texas 75251.

e. RELATIONSHIPS WITH THE STATE

The bidder should describe any dealings with the State over the previous ten (10) years. If the organization, its predecessor, or any Party named in the bidder’s solicitation response has contracted with the State, the bidder should identify the contract number(s) and/or any other information available to identify such contract(s). If no such contracts exist, so declare.

Based on the size of our firm, and the many services we provide to public entities, it can be difficult to identify every engagement Milliman has with the State of Nebraska. Noted below are three separate engagements Milliman has with the State of Nebraska, the University of Nebraska, and the City of Omaha. While this procurement only requested detail on contracts with the State of Nebraska, we thought it was important to demonstrate that Milliman has successfully negotiated contract terms with other public entities within the State of Nebraska.

Milliman is currently engaged with the State of Nebraska to provide Medicaid reimbursement services and Medicaid consulting for the Department of Health and Human Services. State of Nebraska Contract Number 95283 O4, effective June 14, 2021 through June 13, 2026. Milliman’s noted exceptions to the Terms and Conditions in this proposal are intended to conform with this existing contract with the State of Nebraska.

Milliman is also engaged with the University of Nebraska to provide casualty actuarial services for general liability, auto liability, auto physical damage, and property programs. The current contract was initiated on June 22, 2021.

Prepared for Nebraska Public Employees Retirement Systems

Additionally, Milliman serves as the consulting actuary for the City of Omaha Employees Retirement System and the City of Omaha Police and Fire Retirement System. The contract with the Employees Retirement System commenced on February 19, 2021 and is governed by City Ordinance Number 42483. The contract with the Police and Fire Retirement System also commenced on February 19, 2021 and is governed by City Ordinance Number 42484.

f. BIDDER’S EMPLOYEE RELATIONS TO STATE

If any Party named in the bidder’s solicitation response is or was an employee of the State within the past twelve (12) months, identify the individual(s) by name, State agency with whom employed, job title or position held with the State, and separation date. If no such relationship exists or has existed, so declare.

If any employee of any agency of the State of Nebraska is employed by the bidder or is a subcontractor to the bidder, as of the due date for solicitation response submission, identify all such persons by name, position held with the bidder, and position held with the State (including job title and agency). Describe the responsibilities of such persons within the proposing organization. If, after review of this information by the State, it is determined that a conflict of interest exists or may exist, the bidder may be disqualified from further consideration in this solicitation. If no such relationship exists, so declare.

No party of Milliman is or was an employee of the State of Nebraska within the past 12 months. No employee of any agency of the State of Nebraska has been employed by Milliman or is a subcontractor of Milliman as of the due date of this solicitation.

g. CONTRACT PERFORMANCE

If the bidder or any proposed subcontractor has had a contract terminated for default during the past ten (10) years, all such instances must be described as required below. Termination for default is defined as a notice to stop performance delivery due to the bidder’s non-performance or poor performance, and the issue was either not litigated due to inaction on the part of the bidder or litigated and such litigation determined the bidder to be in default.

It is mandatory that the bidder submit full details of all termination for default experienced during the past ten (10) years, including the other Party's name, address, and telephone number. The response to this section must present the bidder’s position on the matter. The State will evaluate the facts and will score the bidder’s solicitation response accordingly. If no such termination for default has been experienced by the bidder in the past ten (10) years, so declare.

If at any time during the past ten (10) years, the bidder has had a contract terminated for convenience, non-performance, non-allocation of funds, or any other reason, describe fully all circumstances surrounding such termination, including the name and address of the other contracting Party.

Milliman currently works with more than 1,000 pension and retiree healthcare plans across the county. From time-to-time, we will lose a client as part of a standard competitive bid process. Due to the large number of clients, we do not actively track every client loss. The key members of Milliman’s proposed consulting team have not lost a client or had a contract terminated for cause.

Prepared for Nebraska Public Employees Retirement Systems

h. SUMMARY OF BIDDER’S CORPORATE EXPERIENCE

The bidder should provide a summary matrix listing the bidder’s previous projects similar to this Solicitation in size, scope, and complexity. The State will use no more than three (3) narrative project descriptions submitted by the bidder during its evaluation of the solicitation response.

The bidder should address the following:

i. Provide narrative descriptions to highlight the similarities between the bidder’s experience and this Solicitation. These descriptions should include:

a. The time period of the project,

b. The scheduled and actual completion dates,

c. The bidder’s responsibilities,

d. For reference purposes, a customer name (including the name of a contact person, a current telephone number, a facsimile number, and e-mail address); and

e. Each project description should identify whether the work was performed as the prime Vendor or as a subcontractor. If a bidder performed as the prime Vendor, the description should provide the originally scheduled completion date and budget, as well as the actual (or currently planned) completion date and actual (or currently planned) budget.

Milliman provides this in Attachment C, Additional Corporate Experience.

ii. Bidder and Subcontractor(s) experience should be listed separately. Narrative descriptions submitted for Subcontractors should be specifically identified as subcontractor projects.

Milliman is a primary bidder and does not typically function as a subcontractor.

iii. If the work was performed as a subcontractor, the narrative description should identify the same information as requested for the bidders above. In addition, subcontractors should identify what share of contract costs, project responsibilities, and time period were performed as a subcontractor.

N/A. Milliman will not utilize subcontractors for this contract.

iv. Additional corporate experience must be completed on Attachment C.

Milliman has completed Attachment C, Additional Corporate Experience and it is provided in the Technical Response section of our proposal. Milliman is not proposing the use subcontractors to complete the requested scope of work.

Prepared for Nebraska Public Employees Retirement Systems

i. SUMMARY OF BIDDER’S PROPOSED PERSONNEL/MANAGEMENT APPROACH

The bidder should present a detailed description of its proposed approach to the management of the project.

The bidder should identify the specific professionals who will work on the State’s project if their company is awarded the contract resulting from this Solicitation. The names and titles of the team proposed for assignment to the State project should be identified in full, with a description of the team leadership, interface, and support functions, and reporting relationships. The primary work assigned to each person should also be identified.

The bidder should provide resumes for all personnel proposed by the bidder to work on the project.

The State will consider the resumes as a key indicator of the bidder’s understanding of the skill mixes required to carry out the requirements of the Solicitation in addition to assessing the experience of specific individuals.

Resumes should not be longer than three (3) pages. Resumes should include, at a minimum, academic background and degrees, professional certifications, understanding of the process, and at least three (3) references (name, address, and telephone number) who can attest to the competence and skill level of the individual. Any changes in proposed personnel shall only be implemented after written approval from the State.

Figure 1

Milliman is the pre-eminent service firm for large, complex public systems. Serving large, complex public systems like NPERS is our specialty. Each large, complex public system has one group (sometimes in-house, sometimes an outside third-party) perform its valuation work and a different group perform its regular actuarial audit work. Based on 2025 size rankings from Pensions & Investments magazine, Milliman is currently the valuation actuary or most recent audit actuary for six of the US’s seven largest public systems. No other competitor currently fills one of those roles for more than two systems. In addition to providing NPERS with some of the finest public plan actuaries in the country, Milliman can also bring forward experts from across the employee benefits spectrum – in areas such as healthcare, disability and leave benefits, life insurance and annuitization – to support NPERS during key strategic discussions.

At the same time, NPERS will experience a focused, responsive and strategic engagement with Milliman that may be more often associated with a smaller consulting firm. The best confirmation of this level of service is how we serve our current state system clients. Milliman builds our business primarily on the strength of enthusiastic client references, and we think references are one of the strongest and most important parts of our service proposals. We have included references with this proposal who are served by members of our proposed service team and we strongly encourage you to reach out to them and learn about Milliman’s service approach.

With Milliman, NPERS will receive large-firm resources with small-firm attentiveness and service levels.

Prepared for Nebraska Public Employees Retirement Systems

Structure of Actuarial Consulting Team

With more than 5,000 employees and diverse client service teams across the country, Milliman has the resources to meet all the services requested under the RFP and many additional services that arise during the course of our partnership with NPERS.

Millman Comprehensive Consulting Team for NPERS

We have assembled the top professionals from across Milliman to serve all aspects of the services requested by NPERS as the consulting actuary. Our proposals will detail how each of these professionals will be an integral part of a successful partnership between Milliman and NPERS.

Figure 2

As you will note in the team chart above (Figure 2), we have included two examples of the broad and diverse expertise that Milliman brings to this engagement with NPERS outside of our pension consulting actuaries. First, Dan Skwire leads a dedicated team that specializes in disability and group life insurance and has performed more than 250 projects for more than 150 clients in the past five years, all related to these specific products. Among these clients are six state retirement systems, public and private sector employers, professional associations, unions and membership organizations, and insurance companies. Working with these organizations, we have provided a wide range of services, including actuarial valuations, plan design support, financial analysis, claim audits, and vendor selection and management. We have also performed industry research projects, chaired industry committees, authored textbooks and study materials, written journal articles, and delivered presentations at professional conferences—all on the specific topic of disability and group life insurance. We do not believe that any other consulting firm has the depth and breadth of our experience in this field, and we have a long record of successful work with a wide range of clients.

Additionally, Brandy Cross leads Milliman’s defined contribution compliance team who regularly work with our public clients who sponsor defined contribution plan on the frequently changing landscape of defined contribution plans and their compliance requirements.

Prepared for Nebraska Public Employees Retirement Systems

Co-Lead Approach for Consulting Services

Milliman believes in the Co-Lead approach to actuarial services for key public sector clients. The Co- Lead approach assigns two experienced senior consulting actuaries to the client, with both actuaries sharing all the responsibilities typically held by a single lead consulting actuary. As you can see in the team descriptions below (Figure 2), Ryan Falls and Matt Larrabee are listed as Co-Lead Actuaries for NPERS. This approach allows NPERS to have more direct contact and receive more experienced consulting insights. Additionally, this approach allows our consultants to have a broader client base, while keeping an appropriate client load. It also allows for more flexibility around meetings and presentations, as well as for stronger relationships.

BROAD EXPERIENCE WITH PUBLIC PENSIONS FOR CO-LEAD ACTUARY

Ryan Falls will serve as the proposed Co-Lead Actuary for NPERS. While working at another employer, Ryan led the most recent actuarial audit of NPERS in 2022 which prompted great conversation with the Board about the strategy and philosophy behind cash balance dividends.

Further, Ryan’s experience with the actuarial audit gives him intimate familiarity with NPERS financial structure, challenges, and opportunities.

Ryan is actively engaged with the public pension community through his decades-long involvement with the National Conference on Teacher Retirement (NCTR). Ryan is a frequent speaker at the NCTR Annual Conference as well as the NCTR System Directors’ Meeting. Ryan also supports NCTR behind the scenes as a member of NCTR’s Corporate Advisory Committee.

Finally, Ryan has served as the lead actuary for many complex, high-visibility public systems in the county. Immediately prior to joining Milliman’s public sector consulting team in April 2023, Ryan served as the lead actuary for the Employees Retirement System of Texas, the Arizona State Retirement System, the Teachers Retirement System of Oklahoma, the New Mexico Educational Retirement Board, and the New Mexico Public Employee Retirement Association.

Since joining Milliman, Ryan supports Milliman’s consulting relationship with the Public Employee Retirement System of Idaho but Ryan does not currently serve as the lead actuary for this relationship.

DEMONSTRATED STATEWIDE PLAN SUCCESS FOR CO-LEAD ACTUARY

Matt Larrabee will also serve as the proposed Co-Lead Actuary for NPERS. Matt has served the largest retirement plans in the country throughout his career, including serving as the lead actuary for the following systems:

Milliman has a 25-year partnership serving as the systems actuary for the Texas County & District Retirement System (“TCDRS”), an agent multiple-employer cash balance plan with more than 850 employers and more than $40 billion in assets. TCDRS offers a menu of benefits to the member employers and regularly adds new employers every year.

Milliman also serves as the consulting actuary for the Oregon Public Employees’ Retirement System (Oregon PERS). Oregon PERS was rated by CEM Benchmarking as the second most administratively complex system in its benchmarking universe. Milliman has been the Oregon PERS system actuary since 2012 and Matt has been its principal actuary since 2006, performing all tasks expected of a retained actuary. Its complex plan structure has many employers participating in both

Prepared for Nebraska Public Employees Retirement Systems cost-sharing and agent-employer plan structures. Milliman provides full funding valuation reports each year to more than 600 individual employers.

Milliman has been the Florida Retirement System (FRS) consulting actuary for more than 30 years, performing all tasks expected of a retained actuary. FRS is the fifth largest pension system in the US, with more than 1 million participants and more than $200 billion in assets. It provides benefits to general service, public safety and school employees at various levels of state and local government.

A unique aspect of FRS is that it offers plan choice as new hires select between defined benefit-only and defined contribution-only plan options at time of enrollment. Members then have one “second election” opportunity to change plans subsequently during their career. Actuarially determined contribution rates are updated annually for proposed adoption by the Florida Legislature. Actuarial assumptions and methods are reviewed by the FRS Actuarial Assumption Conference, which consists of the Legislature’s Chief Economist and other representatives of the Governor, Senate, and House.

Core Pension Consulting Team

The core pension consulting team is represented in Figure 3. As noted, Ryan Falls and Matt Larrabee will serve as Co-Lead Actuaries for NPERS. Resumes for the team members are included in Appendix B. The three requested references for key team members are found on the second page of each applicable resume in Appendix B.

MILLIMAN CONSULTING TEAM FOR ACTUARIAL SERVICES

Ryan Falls

FSA, EA, MAAA

Co-Lead Actuary

Matt Larrabee

FSA, EA, MAAA

Co-Lead Actuary

Nick Collier

ASA, EA, MAAA

Strategic Advisor and Peer Review Actuary

Danielle McGowan Lead Pension Analyst

Ryan Cook

FSA, EA, CERA, MAAA

Support Actuary

Delaney McDonough Pension Analyst

Kyle Wood

ASA, MAAA

Pension Analyst

Figure 3

Prepared for Nebraska Public Employees Retirement Systems

The role for each member of Milliman’s pension consulting team for NPERS is described below.

Name Credentials NPERS Role

Responsibilities Years of Actuarial

Experience

Ryan Falls

FSA, EA, MAAA

Co-Lead Actuary

Primary Point of Contact

As Co-Lead and primary point of contact for NPERS, Ryan will be responsible for ensuring that all promised deliverables from Milliman are thorough, professional, accurate and timely. Ryan will work closely with Matt during the annual actuarial valuation process to ensure the actuarial valuation stays on schedule and the processing team has all resources necessary to complete the process.

25 years

Matt Larrabee

FSA, EA, MAAA

Co-Lead Actuary

Matt will bring his vast experience consulting with complex retirement systems like TCDRS, Oregon PERS, and Florida Retirement System to the consulting team. Matt will work with Ryan Falls to complete complex and strategic initiatives for NPERS as well as participate in all PERB presentations.

25 years

Ryan Cook

FSA, EA, CERA, MAAA

Support Actuary

As a Support Actuary, Ryan Cook will serve as a resource to Ryan Falls and Matt throughout the annual actuarial valuation process. Ryan Cook will also work closely with Ryan Falls to complete all aspects of the Scope of Services outside of the annual actuarial valuation.

10 years

Danielle McGowan Lead Pension Analyst

Danielle will lead the team of analysts processing the annual valuation data and review the analysts work for completeness and accuracy.

10 years

Delaney McDonough Analyst

Delaney will work closely with Danielle to process all inputs for the annual actuarial valuation and other requests for NPERS.

5 years

Kyle Wood

ASA, MAAA

Analyst

Kyle will work with Ryan Falls and Ryan Cook to manage NPERS deliverables throughout the year while also serving as an additional resource for Danielle during the annual actuarial valuation process.

5 years

Nick Collier

ASA, EA, MAAA

Strategic Advisor and Peer Review Actuary

Nick will support Ryan Falls and Matt by lending his experience working with the large statewide and cost-sharing systems from around the country and provide an additional senior resource for NPERS. Nick will also provide overall peer review for all NPERS report and deliverables.

35 years

Dan Skwire

FSA, MAAA

Life, Disability, and Leave Expert

Dan provides NPERS with access to Milliman’s disability insurance team that is the leading disability and group life insurance experts serving public and private employers with design, pricing, compliance, valuation, appraisals, and expert witness work. Dan’s team has particular expertise working with state retirement systems, including regular and ongoing work with systems in Kansas, Oklahoma, Wisconsin, Maine, Colorado, and Washington.

35+ years

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Brandy Cross

CPC, QPA, QKA

Defined Contribution Compliance Expert

Brandy has experience with complex nondiscrimination testing, administration, government reporting, and consulting on qualified and nonqualified retirement plans. As needed, Brandy will support the management and compliance of the NPERS defined contribution plans to ensure they maintain qualified status.

25 years

j. SUBCONTRACTORS

If the bidder intends to subcontract any part of its performance hereunder, the bidder should provide:

i. name, address, and telephone number of the subcontractor(s),

ii. specific tasks for each subcontractor(s),

iii. percentage of performance hours intended for each subcontract; and

iv. total percentage of subcontractor(s) performance hours.

Not applicable. Milliman does not intend to utilize a subcontractor for this opportunity.

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COMPLETED SECTIONS II-IV

Below are completed sections II – IV.

SPB Form 22 | RFP Template | Effective 12162024

II. TERMS AND CONDITIONS

Bidder should read the Terms and Conditions within this section and must initial either “Accept All Terms and Conditions Within Section as Written” or “Exceptions Taken to Terms and Conditions Within Section as Written” in the table below. If exception is not taken to a provision, it is deemed accepted as stated. If the bidder takes any exceptions, they must provide the following within the “Exceptions” field of the table below (Bidder may provide responses in separate attachment if multiple exceptions are taken):

1. The specific clause, including section reference, to which an exception has been taken;

2. An explanation of why the bidder took exception to the clause; and

3. Provide alternative language to the specific clause within the solicitation response.

By signing the solicitation, bidder agrees to be legally bound by all the accepted terms and conditions, and any proposed alternative terms and conditions submitted with the solicitation response. The State reserves the right to negotiate rejected or proposed alternative language. If the State and bidder fail to agree on the final Terms and Conditions, the State reserves the right to reject the solicitation response. The State reserves the right to reject solicitation responses that attempt to substitute the bidder’s commercial contracts and/or documents for this solicitation.

Accept All Terms and Conditions

Within Section as

Written (Initial)

Exceptions Taken to

Terms and Conditions

Within Section as

Written (Initial)

Exceptions:

(Bidder must note the specific clause, including section reference, to which an exception has been taken, an explanation of why the bidder took exception to the clause, and provide alternative language to the specific clause within the solicitation response.)

Exceptions to the Terms and Conditions are noted in the sections below. The requested exceptions are consistent with the current contract between Milliman and the State of Nebraska, Department of Heath and Human Services.

The bidders should submit with their solicitation response any license, user agreement, service level agreement, or similar documents that the bidder wants incorporated in the Contract. The State will not consider incorporation of any document not submitted with the solicitation response as the document will not have been included in the evaluation process. These documents shall be subject to negotiation and will be incorporated as addendums if agreed to by the Parties.

If a conflict or ambiguity arises after the Addendum to Contract Award has been negotiated and agreed to, the Addendum to Contract Award shall be interpreted as follows:

1. If only one (1) Party has a particular clause, then that clause shall control,

2. If both Parties have a similar clause, but the clauses do not conflict, the clauses shall be read together,

3. If both Parties have a similar clause, but the clauses conflict, the State’s clause shall control.

A. GENERAL

Accept All Terms and Conditions

Within Section as Written (Initial)

Exceptions Taken to Terms and

Conditions Within Section as Written

(Initial)

Exceptions:

Milliman believes that it’s submitted proposal should precede amendments to the solicitation and any questions and Answers, as well as the original solicitation document and any addenda.

1. The contract resulting from this Solicitation shall incorporate the following documents:

a. Solicitation, including any attachments and addenda;

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b. Questions and Answers;

c. Bidder’s properly submitted solicitation response, including any terms and conditions or agreements submitted by the bidder;

d. Addendum to Contract Award (if applicable); and

e. Amendments to the Contract. (if applicable)

These documents constitute the entirety of the contract.

Unless otherwise specifically stated in a future contract amendment, in case of any conflict between the incorporated documents, the documents shall govern in the following order of preference with number one (1) receiving preference over all other documents and with each lower numbered document having preference over any higher numbered document: 1) Amendment to the executed Contract with the most recent dated amendment having the highest priority,

2) Executed Contract and any attached Addenda 3) the Contractor’s submitted Proposal, including any terms and conditions or agreements that are accepted by the State, 4) Addendums to the solicitation and any Questions and Answers, 4) and 5) the original solicitation document and any Addenda or attachments, and 5) the Vendor’s submitted solicitation response, including any terms and conditions or agreements that are accepted by the State.

Unless otherwise specifically agreed to in writing by the State, the State’s standard terms and conditions, as executed by the State, shall always control over any terms and conditions or agreements submitted or included by the Vendor.

Any ambiguity or conflict in the contract discovered after its execution, not otherwise addressed herein, shall be resolved in accordance with the rules of contract interpretation as established in the State of Nebraska.

B. NOTIFICATION

Accept All Terms and Conditions

Within Section as Written (Initial)

Exceptions Taken to Terms and

Conditions Within Section as Written

(Initial)

Exceptions:

Bidder and State shall identify the contract manager who shall serve as the point of contact for the executed contract.

Communications regarding the executed contract shall be in writing and shall be deemed to have been given if delivered personally; electronically, return receipt requested; or mailed, return receipt requested. All notices, requests, or communications shall be deemed effective upon receipt.

Either party may change its address for notification purposes by giving notice of the change and setting forth the new address and an effective date.

C. BUYER’S REPRESENTATIVE

Accept All Terms and Conditions

Within Section as Written (Initial)

Exceptions Taken to Terms and

Conditions Within Section as Written

(Initial)

Exceptions:

The State reserves the right to appoint a Buyer's Representative to manage or assist the Buyer in managing the contract on behalf of the State. The Buyer's Representative will be appointed in writing, and the appointment document will specify the extent of the Buyer's Representative authority and responsibilities. If a Buyer's Representative is appointed, the bidder will be provided a copy of the appointment document and is expected to

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cooperate accordingly with the Buyer's Representative. The Buyer's Representative has no authority to bind the State to a contract, amendment, addendum, or other change or addition to the contract.

D. GOVERNING LAW (Nonnegotiable) Notwithstanding any other provision of this contract, or any amendment or addendum(s) entered into contemporaneously or at a later time, the parties understand and agree that, (1) the State of Nebraska is a sovereign state and its authority to contract is therefore subject to limitation by the State’s Constitution, statutes, common law, and regulation; (2) this contract will be interpreted and enforced under the laws of the State of Nebraska; (3) any action to enforce the provisions of this agreement must be brought in the State of Nebraska per state law; (4) the person signing this contract on behalf of the State of Nebraska does not have the authority to waive the State's sovereign immunity, statutes, common law, or regulations; (5) the indemnity, limitation of liability, remedy, and other similar provisions of the final contract, if any, are entered into subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity; and, (6) all terms and conditions of the final contract, including but not limited to the clauses concerning third party use, licenses, warranties, limitations of liability, governing law and venue, usage verification, indemnity, liability, remedy or other similar provisions of the final contract are entered into specifically subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity.

The Parties must comply with all applicable local, state, and federal laws, ordinances, rules, orders, and regulations.

E. BEGINNING OF WORK & SUSPENSION OF SERVICES

Accept All Terms and Conditions

Within Section as Written (Initial)

Exceptions Taken to Terms and

Conditions Within Section as Written

The bidder shall not commence any billable work until a valid contract has been fully executed by the State and the successful Vendor. The Vendor will be notified in writing when work may begin.

The State may, at any time and without advance notice, require the Vendor to suspend any or all performance or deliverables provided under this Contract. In the event of such suspension, the Contract Manager or POC, or their designee, will issue a written order to stop work. The written order will specify which activities are to be immediately suspended and the reason(s) for the suspension. Upon receipt of such order, the Vendor shall immediately comply with its terms and take all necessary steps to mitigate and eliminate the incurrence of costs allocable to the work affected by the order during the period of suspension. The suspended performance or deliverables may only resume when the State provides the Vendor with written notice that such performance or deliverables may resume, in whole or in part.

F. AMENDMENT

Accept All Terms and Conditions

Within Section as Written (Initial)

Exceptions Taken to Terms and

Conditions Within Section as Written

This Contract may be amended in writing, within scope, upon the agreement of both parties.

G. CHANGE ORDERS OR SUBSTITUTIONS

Accept All Terms and Conditions

Within Section as Written (Initial)

Exceptions Taken to Terms and

Conditions Within Section as Written

The State and the Vendor, upon the written agreement, may make changes to the contract within the general scope of the solicitation. Changes may involve specifications, the quantity of work, or such other items as the State may find necessary or desirable. Corrections of any deliverable, service, or work required pursuant to the contract shall not be deemed a change. The Vendor may not claim forfeiture of the contract by reasons of such changes.

The Vendor shall prepare a written description of the work required due to the change and an itemized cost sheet for the change. Changes in work and the amount of compensation to be paid to the Vendor shall be determined in accordance with applicable unit prices if any, a pro-rated value, or through negotiations. The State shall not incur a price increase for changes that should have been included in the Vendor’s solicitation response, were foreseeable, or result from difficulties with or failure of the Vendor’s solicitation response or performance.

No change shall be implemented by the Vendor until approved by the State, and the Contract is amended to reflect the change and associated costs, if any. If there is a dispute regarding the cost, but both parties agree that immediate implementation is necessary, the change may be implemented, and cost negotiations may continue with both Parties retaining all remedies under the contract and law.

In the event any good or service is discontinued or replaced upon mutual consent during the contract period or prior to delivery, the State reserves the right to amend the contract to include the alternate product at the same price.

***Vendor will not substitute any item that has been awarded without prior written approval of SPB***

H. RECORD OF VENDOR PERFORMANCE

Accept All Terms and Conditions

Within Section as Written (Initial)

Exceptions Taken to Terms and

Conditions Within Section as Written

The State may document the vendor’s performance, which may include, but is not limited to, the customer service provided by the vendor, the ability of the vendor, the skill of the vendor, and any instance(s) of products or services delivered or performed which fail to meet the terms of the purchase order, contract, and/or specifications. In addition to other remedies and options available to the State, the State may issue one or more notices to the vendor outlining any issues the State has regarding the vendor’s performance for a specific contract (“Contract Compliance Request”).

The State may also document the Vendor’s performance in a report, which may or may not be provided to the vendor (“Contract Non-Compliance Notice”). The Vendor shall respond to any Contract Compliance Request or Contract Non-Compliance Notice in accordance with such notice or request. At the sole discretion of the State, such Contract Compliance Requests and Contract Non-Compliance Notices may be placed in the State’s records regarding the vendor and may be considered by the State and held against the vendor in any future contract or award opportunity.

The record of vendor performance will be considered in any suspension or debarment action.

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I. NOTICE OF POTENTIAL VENDOR BREACH

Accept All Terms and Conditions

Within Section as Written (Initial)

Exceptions Taken to Terms and

Conditions Within Section as Written

(Initial)

Exceptions:

In many instances, immediate notification is functionally impossible;

however, Milliman will promptly notify the State of a breach or anticipated breach caused by Milliman.

If Vendor breaches the contract or anticipates breaching the contract, the Vendor shall immediately promptly give written notice to the State. The notice shall explain the breach or potential breach, a proposed cure, and may include a request for a waiver of the breach if so desired. The State may, in its discretion, temporarily or permanently waive the breach. By granting a waiver, the State does not forfeit any rights or remedies to which the State is entitled by law or equity, or pursuant to the provisions of the contract. Failure to give immediate prompt notice, however, may be grounds for denial of any request for a waiver of a breach.

J. BREACH

Accept All Terms and Conditions

Within Section as Written (Initial)

Exceptions Taken to Terms and

Conditions Within Section as Written

(Initial)

Exceptions:

Milliman believes that a party not fulfilling any and all of its obligations under this agreement, including a failure to pay for services, should be considered a breach.

Either Party may terminate the contract, in whole or in part, if the other Party breaches its duty to perform its obligations under the contract in a timely and proper manner. Termination requires written notice of default and a thirty (30) calendar day (or longer at the non-breaching Party’s discretion considering the gravity and nature of the default) cure period. Said notice shall be delivered by email, delivery receipt requested; certified mail, return receipt requested; or in person with proof of delivery. Allowing time to cure a failure or breach of contract does not waive the right to immediately terminate the contract for the same or different contract breach which may occur at a different time.

The State’s failure to make payment shall not be a breach, and the Vendor shall retain all available statutory remedies.

K. NON-WAIVER OF BREACH

Accept All Terms and Conditions

Within Section as Written (Initial)

Exceptions Taken to Terms and

Conditions Within Section as Written

(Initial)

Exceptions:

The acceptance of late performance with or without objection or reservation by a Party shall not waive any rights of the Party nor constitute a waiver of the requirement of timely performance of any obligations remaining to be performed.

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L. SEVERABILITY

Accept All Terms and Conditions

Within Section…